UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

 

FORM 10-K/A

(Amendment No. 1)

 

(Mark One)

 

[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the period from Inception, March 9, 2017 through December 31, 2017

 

[  ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the transition period from ____ to ____

 

Commission file number 000-55726

 

THE CRYPTO COMPANY

(Exact name of Registrant as specified in its charter)

 

Nevada		46-4212105
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

 

23805 Stuart Ranch Road, Suite 235 Malibu, CA		90265
(Address of principal executive offices)		(Zip Code)

 

Registrant’s telephone number, including area code: (424) 228-9955

 

Securities registered pursuant to Section 12(b) of the Act: None

 

Securities registered pursuant to Section 12(g) of the Act: Common Stock, par value $0.001 per share

 

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

Yes [  ] No [X]

 

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act.

Yes [  ] No[X]

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes [  ] No [X]

 

(Note: The registrant was a voluntary filer of reports during the most recent fiscal year covered by this report and filed during the 12 months preceding March 31, 2017, and in the twelve preceding months, all reports it would have been required to file by Section 13 or 15(d) of the Securities Exchange Act if the registrant had been subject to one of such sections.)

 

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

Yes [X] No [  ]

 

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained herein, and will not be contained, to the best of the registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [X]

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer”, “accelerated filer”, “smaller reporting company”, and “emerging growth company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer Accelerated filer [  ] Non-accelerated filer [  ] Smaller reporting company [X] Emerging Growth Company [  ]

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [  ]

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes [  ] No [X]

 

As of June 30, 2017, the registrant’s common stock was not publicly traded.

 

Number of shares outstanding of the Registrant’s common stock, as of March 26, 2018: 20,932,561

 

DOCUMENTS INCORPORATED BY REFERENCE

 

None.

 

 

 

EXPLANATORY NOTE

 

The Crypto Company (referred to as “we,” “us,” “our,” or the “Company”) is filing this Amendment No. 1 on Form 10-K/A (this “Form 10-K/A”) to amend the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2017, as filed with the Securities and Exchange Commission (the “SEC”) on April 2, 2018 (the “Original Form 10-K”). Unless the context indicates otherwise, references to the Company or similar terms includes our direct and indirect wholly-owned subsidiaries, Crypto Sub, Inc. (“Crypto Sub”), and CoinTracking, LLC (“CoinTracking”) and our majority-owned subsidiary CoinTracking GmbH. The purpose of this Form 10-K/A is to replace Part I, Item 1A to include new risk factors covering the risk related to the loss, theft or restriction access of cryptocurrency the Company holds, the risk related to the Company’s internal controls and the risk related to the Company’s investment in digital assets, such as cryptocurrencies. Although the Company is amending its 10-K to reflect these risks, as of the date of filing this Form 10-K/A the Company has divested substantially all of its cryptocurrency assets. In addition this Form 10-K/A replaces Part II, Item 9A with a revised disclosure regarding the Company’s Internal Control over Financial Reporting and Evaluation of Disclosure Control and Procedures.

 

In connection with the filing of this Form 10-K/A and pursuant to the rules of the SEC, the Company is including with this Form 10-K/A certain new certifications by its principal executive officer and principal financial officer. Accordingly, Item 15 of Part IV has also been amended to reflect the filing of these new certifications. Except as stated herein, the Company has not modified or updated disclosures presented in the Original Form 10-K to reflect events or developments that have occurred after the date of the Original Form 10-K and no attempt has been made in this Form 10-K/A to modify or update other disclosures as presented in the Original Form 10-K.

 

 

THE CRYPTO COMPANY

ANNUAL REPORT ON FORM 10-K/A

Table of Contents

 

		Page
PART I		1
	Item 1A. Risk Factors.	1
PART II		9
	Item 9A. Controls and Procedures.	9

 

 

PART I

 

Item 10. Risk Factors.

 

Investing in our common stock involves a high degree of risk. Prospective investors should carefully consider the risks described below, together with all of the other information included or referred to in this Annual Report on Form 10-K, before purchasing shares of our common stock. There are numerous and varied risks that may prevent us from achieving our goals. If any of these risks actually occurs, our business, financial condition or results of operations may be materially adversely affected. In such case, the trading price of our common stock could decline and investors in our common stock could lose all or part of their investment.

 

Risks Related to our Business

 

Because our directors and executive officers are among our largest stockholders, they can exert significant control over our business and affairs, and have actual or potential interests that may depart from those of investors.

 

Certain of our executive officers and directors own a significant percentage of our outstanding capital stock. As of the date of this Memorandum, our executive officers, directors, holders of 5% or more of our capital stock and their respective affiliates, directly and indirectly, beneficially own over 77% of our outstanding voting stock. The interests of such persons may differ from the interests of our other stockholders, including investors. As a result, in addition to their board seats and offices, such persons will have significant influence over and control all corporate actions requiring stockholder approval, irrespective of how the Company’s other stockholders, including investors, may vote, including the following actions:

 

	●	to elect or defeat the election of our directors;
	●	to amend or prevent amendment of our Certificate of Incorporation or By-laws;
	●	to effect or prevent a merger, sale of assets or other corporate transaction; and
	●	to control the outcome of any other matter submitted to our stockholders for vote.

 

This concentration of ownership by itself may have the effect of impeding a merger, consolidation, takeover or other business consolidation, or discouraging a potential acquirer from making a tender offer for the common stock that in turn could reduce our stock price or prevent our stockholders from realizing a premium over our stock price.

 

We have not voluntarily implemented various corporate governance measures, in the absence of which, shareholders may have more limited protections against interested director transactions, conflicts of interest and similar matters.

 

Federal legislation, including the Sarbanes-Oxley Act of 2002, has resulted in the adoption of various corporate governance measures designed to promote the integrity of the corporate management and the securities markets. Some of these measures have been adopted in response to legal requirements. Others have been adopted by companies in response to the requirements of national securities exchanges, such as the NYSE or the Nasdaq Stock Market, on which their securities are listed. Among the corporate governance measures that are required under the rules of national securities exchanges are those that address board of directors’ independence, and audit committee oversight. We have not yet adopted any of these corporate governance measures and, since our securities are not yet listed on a national securities exchange, we are not required to do so. It is possible that if we were to adopt some or all of these corporate governance measures, stockholders would benefit from somewhat greater assurances that internal corporate decisions were being made by disinterested directors and that policies had been implemented to define responsible conduct. Prospective investors should bear in mind our current lack of corporate governance measures in formulating their investment decisions.

 

The elimination of personal liability against our directors and officers under Nevada law and the existence of indemnification rights held by our directors, officers and employees may result in substantial expenses.

 

Our Articles of Incorporation and our Bylaws limit the personal liability of our directors and officers for damages for breach of fiduciary duty as a director or officer to the extent permissible under applicable state law. Further, our Articles of Incorporation and our Bylaws provide that we are obligated to indemnify each of our directors or officers to the fullest extent authorized by applicable state law and, subject to certain conditions, advance the expenses incurred by any director or officer in defending any action, suit or proceeding prior to its final disposition. Those indemnification obligations could expose us to substantial expenditures to cover the cost of settlement or damage awards against our directors or officers, which we may be unable to afford. Further, those provisions and resulting costs may discourage us or our stockholders from bringing a lawsuit against any of our current or former directors or officers for breaches of their fiduciary duties, even if such actions might otherwise benefit our stockholders.

 

 

If we are unable to retain our staff, our business and results of operations could be harmed.

 

Our ability to identify, consult regarding and trade in cryptocurrencies and develop our business is largely dependent on the services of certain executive officers and other employees and contractors which assist such individuals in management and operation of the business (collectively, “Key Personnel”). If we are unable to retain Key Personnel and to attract qualified senior management on terms satisfactory to us, our business will be adversely affected. We do not have key man life insurance covering the life of any executive officers and, even if we are able to afford such a key man policy, our coverage levels may not be sufficient to offset any losses we may suffer as a result of the loss of any Key Personnel.

 

We may acquire stakes in businesses and enter into joint ventures that will expose us to increased operating risks.

 

As part of our growth strategy, we intend to enter into joint venture arrangements intended to complement or expand our business and will likely continue to do so in the future. These joint ventures are subject to substantial risks and liabilities associated with their operations, as well as the risk that our relationships with our joint venture partners do not succeed in the manner that we anticipate.

 

Current and future litigation could adversely affect us.

 

We, along with certain of the Company’s directors and/or officers, were a party to the legal proceedings described in Item 3 of Part 1 of this Annual Report, which, as of the date of this Annual Report, have been voluntarily dismissed. We, along with certain directors and/or officers of the Company may also become subject to other legal proceedings in our ordinary course of business. Such legal proceedings involve substantial costs, including the costs associated with investigation, litigation and possible settlement, judgment, penalty or fine. As a smaller company, the collective costs of litigation proceedings represent a drain on our cash resources, as well as an inordinate amount of our management’s time and addition. Moreover, an adverse ruling in respect of certain litigation could have a material adverse effect on our results of operation and financial condition.

 

We may face competition and, if we are not able to effectively compete in our markets, our revenues may decrease.

 

Competitive pressures in our markets could adversely affect our competitive position, leading to a possible loss of customers or a decrease in prices, either of which could result in decreased revenues and profits. Though the market sectors in which we compete are fairly new, our competitors are numerous, and the recent increase in popularity of such market sectors only creates more competition. New or current competitors may have significantly greater capital resources than us, and our business could be adversely affected because of increased competition from such competitors.

 

We are in the development stage, are not generating revenue and have a limited operating history in the management of cryptocurrencies.

 

The Company is in the development stage and faces all of the risks and uncertainties associated with a new and unproven business. Our future is based on an unproven business plan with no historical facts to support projections and assumptions. The Company was founded in March 2017 and has no operating history of building technological infrastructure and a proprietary investment portfolio upon which investors can evaluate its performance. The Company is not currently generating revenues and cannot guarantee when it expects to generate revenue. Investors should understand that an investment in a start-up business is significantly riskier than an investment in a business with any significant operating history. There can be no assurance that the Company will ever achieve revenues or profitability. The Company’s operations are subject to all of the risks inherent in the establishment of a new business enterprise. The likelihood of our success must be considered in light of the challenges, expenses and delays frequently encountered in connection with the operation of a pre-revenue business. Our lack of a significant and relevant operating history makes it difficult to predict future operating results.

 

We expect continued operating losses and cannot be certain of our future profitability.

 

We have accumulated a net deficit through December 31, 2017. We expect to incur significant losses in the foreseeable future as we increase expenditures for the development of our technological infrastructure and strategic acquisitions. The time required for us to become profitable is uncertain, and there can be no assurance that we will achieve profitability on a sustained basis, if at all. As a result of our limited operating history, we have neither internal nor industry-based historical financial data for any significant period of time upon which to project revenues or base planned operating expenses. We expect that our results of operations may also fluctuate significantly in the future as a result of a variety of factors, including: the ability to make strategic acquisitions; the ability to develop and distribute our technological infrastructure; the introduction of new competing, enhanced or alternative methods of investing in and managing digital assets; our ability to attract, retain and motivate qualified personnel; specific economic conditions in the cryptocurrency market; general economic conditions; and other factors.

 

 

Ineffective internal controls could impact the accuracy and timely reporting of our business and financial results.

 

Our internal control over financial reporting may not prevent or detect misstatements because of its inherent limitations, including the possibility of human error, the circumvention or overriding of controls, or fraud. Even effective internal controls can provide only reasonable assurance with respect to the preparation and fair presentation of financial statements. If we fail to maintain the adequacy of our internal controls, including any failure to implement new or improved controls, or if we experience difficulties in their implementation, our business and financial results could be harmed and we could fail to meet our financial reporting obligations. For example, in connection with this Form 10-Q, management evaluated the effectiveness of our internal control over financial reporting as of June 30, 2018 and concluded that there are material weaknesses in our internal controls related to control over financial reporting, and therefore, that we did not maintain effective internal control over financial reporting as of June 30, 2018. For a description of the material weaknesses identified by management and the remediation efforts being implemented for such material weaknesses, see Part I, Item 4. Controls and Procedures. If the enhanced controls implemented to address the material weaknesses are not designed or do not operate effectively, if we are unsuccessful in implementing or following these processes, or we are otherwise unable to remediate the material weaknesses, this may result in untimely or inaccurate reporting of our financial results.

 

We may be forced to cease operations or take actions that result in the dissolution of the Company.

 

It is possible that, due to any number of reasons, including, but not limited to, an unfavorable fluctuation in the value of cryptographic and fiat currency, SEC regulations that decreases interests in or inhibits the growth of Blockchain technology, the inability by the Company to maintain its competitiveness among companies operating in similar market sectors, the failure of commercial relationships, or intellectual property ownership challenges, the Company may no longer be viable to operate and the Company may dissolve or take actions that result in a dissolution event.

 

Risks Related to the Ownership of our Common Stock

 

The OTC Markets have assigned the “Caveat Emptor” designation to the Company.

 

On December 7, 2017, the Company was assigned a “Caveat Emptor” designation by the OTC Markets Group, Inc. (the ‘OTC Markets”). The OTC Markets assigns a Caveat Emptor designation to a company’s stock symbol to inform current and potential investors that there may be reasons to exercise additional care when deciding whether they should continue or begin their investment in such company. Such reasons include: (i) a suspension or halt in the trading of a company’s stock, (ii) unsolicited quotes, (iii) the OTC Markets’ belief of the existence of undisclosed corporate actions, (iv) investigation of fraud or other criminal activities and (v) the OTC Markets’ belief of other public interest concern. Typically, the OTC Markets will continue to display such designation until adequate current information is made available by a company pursuant to certain reporting standards, such adequacy being in the sole discretion of the OTC Markets, and until the OTC Markets believes there is no longer a public interest concern. The designation of the Caveat Emptor symbol does not suspend or halt the company’s trading on the OTC Markets.

 

As of the date of this Memorandum, the Caveat Emptor designation assigned to the Company has not been removed. While the Company believes it has disclosed all material facts in accordance with its SEC reporting obligations, and continues to work with the OTC Markets to resolve any issues in an effort to remove the Caveat Emptor designation, we cannot guarantee that the designation will be removed in the future, or at all.

 

Our shares were previously suspended by the SEC, and are currently listed on the OTC Grey Market.

 

On December 19, 2017, the SEC, pursuant to Section 12(k) of the Exchange Act, temporarily suspended trading of the Company’s stock on the OTC Pink market until January 3, 2018 (the “Trade Halt”). The SEC cited concerns on the accuracy and adequacy of information in the marketplace about, among other things, the compensation paid for promotion of the Company, statements in SEC filings about the plans of the Company’s insiders to sell their shares of the Company’s common stock and potential manipulative transactions in the Company’s stock in November of 2017. The Trade Halt was lifted by the SEC as of January 4, 2018, and the SEC did not provide comments on whether it is still investigating the Company. Although the Company has had ongoing communications with the SEC and we believe that we have addressed all of the issues raised by the SEC, we cannot guarantee that the SEC will not suspend the trading of the Company’s stock on the OTC Markets, should we resume our quotation thereon, or on any national securities exchange in the future.

 

 

Upon the expiration of the Trade Halt, the OTC Markets, automatically, as a matter of course, discontinued the display of quotes for our common stock and moved our common stock to the OTC Grey Market (the “Grey Market Listing”) as of January 4, 2018. Securities listed on the OTC Grey Market are tradable, but broker-dealers of such securities are unable to publicly quote such securities. While the Company continues to work with the OTC Markets, there can be no guarantee that our stock will resume trading on the OTC Pink market.

 

There is not now, and there may never be, an active, liquid and orderly trading market for our common stock, which may make it difficult for investors to sell shares of our common stock.

 

Since the Grey Market Listing, there has not been any trading activity in our common stock on a national securities exchange, the OTC Pink market or any other OTC Market, and an active trading status on such OTC Markets or exchange for our shares may never develop or be sustained. Even if the Company’s stock resumes trading on the OTC Pink Market, the Company can neither guarantee that the OTC Market will remove the Caveat Emptor designation assigned to the Company nor the SEC will not suspend or halt trading of the Company’s stock in the future. As a result, investors in our common stock must bear the economic risk of holding those shares for an indefinite period of time. We do not now, and may not in the future, meet the listing standards of any national securities exchange. As a result, our stockholders may find it difficult to obtain an accurate determination as to the market value of their shares of our common stock, and may find few buyers to purchase their stock. As a result of these and other factors, it may not be possible to resell shares of our common stock at or above the price for which they were purchased, or at all. Further, an inactive market may also impair our ability to raise capital by selling additional equity in the future, and may impair our ability to enter into strategic partnerships or acquire companies or products by using shares of our common stock as consideration.

 

Investors may have difficulty in reselling their shares due to state Blue Sky laws.

 

The holders of our shares of common stock and persons who desire to purchase them in any trading market that might develop in the future should be aware that there might be significant state law restrictions upon the ability of investors to resell our shares. Accordingly, even if we are successful in having the shares available for trading on the OTCQB marketplace or on the OTC Bulletin Board, investors should consider any secondary market for our common shares to be a limited one. We intend to seek coverage and publication of information regarding the company in an accepted publication, which permits a “manual exemption.” This manual exemption permits a security to be distributed in a particular state without being registered if the company issuing the security has a listing for that security in a securities manual recognized by the state. However, it is not enough for the security to be listed in a recognized manual. The listing entry must contain (1) the names of issuers, officers, and directors, (2) an issuer’s balance sheet, and (3) a profit and loss statement for either the fiscal year preceding the balance sheet or for the most recent fiscal year of operations. We may not be able to secure a listing containing all of this information. Furthermore, the manual exemption is a non-issuer exemption restricted to secondary trading transactions, making it unavailable for issuers selling newly issued securities. Most of the accepted manuals are those published in Standard and Poor’s, Moody’s Investor Service, Fitch’s Investment Service, and Best’s Insurance Reports, and many states expressly recognize these manuals. A smaller number of states declare that they “recognize securities manuals” but do not specify the recognized manuals. The following states do not have any provisions and therefore do not expressly recognize the manual exemption: Alabama, Georgia, Illinois, Kentucky, Louisiana, Montana, South Dakota, Tennessee, Vermont and Wisconsin. Accordingly, our common shares should be considered totally illiquid, which inhibits investors’ ability to resell their shares.

 

We have no plans to pay dividends.

 

To date, we have paid no cash dividends on our common stock. For the foreseeable future, earnings generated from our operations will be retained for use in our business and not to pay dividends. As a result, capital appreciation, if any, of our common stock will be the sole resource of gain for stockholders for the foreseeable future. Investors seeking cash dividends should not purchase our common stock.

 

The proposed stock split of our Common Stock will likely result in substantial dilution.

 

On December 12, 2017, the Company’s Board and a majority of its stockholders approved a forward split of the Company’s Common Stock at a ratio of 10-for-1 (the “Stock Split”) such that each share of Common Stock issued and outstanding as of December 12, 2017 would, immediately following the effective time of the Stock Split, automatically be converted into and exchanged for 10 shares of Common Stock. On January 12, 2018, the Company submitted an Issuer Company-Related Action Form to the Financial Industry Regulatory Authority (“FINRA”) for approval of the Stock Split. On March 1, 2018, we received a letter from FINRA rejecting the Stock Split on the basis of deficiency and in the interest of the protection of investors, the public interest and to maintain fair and orderly markets. On March 8, 2018, the Company submitted an appeal to FINRA pursuant to FINRA Rule 6490, which is scheduled to be reviewed by FINRA’s Uniform Practice Code Committee on April 27, 2018.

 

 

We cannot guarantee that FINRA’s review of our appeal will result in a positive outcome or when the necessary approvals will be received and the Stock Split will be effectuated, if at all. To the extent that the Stock Split is effectuated, resulting in the issuance of additional shares of common stock, dilution to the interests of any stockholders who acquired their shares after December 12, 2017 will occur and the rights of such holders of common stock might be materially and adversely affected.

 

We may issue more shares in a future financing which could result in substantial dilution.

 

Any future merger or acquisition effected by us would result in the issuance of additional securities and the substantial dilution in the percentage of our common stock held by our then existing stockholders. Moreover, the common stock issued in any such merger or acquisition transaction may be valued on an arbitrary or non-arm’s-length basis by our management, resulting in an additional reduction in the percentage of common stock held by our then existing stockholders. Our Board has the power to issue any or all of such authorized but unissued shares without stockholder approval. To the extent that additional shares of common stock are issued in connection with and following a business combination or otherwise, dilution to the interests of our stockholders will occur and the rights of the holders of common stock might be materially and adversely affected.

 

We may be subject to penny stock regulations and restrictions and you may have difficulty selling shares of our common stock.

 

The SEC has adopted regulations which generally define so-called “penny stocks” to be an equity security that has a market price less than $5.00 per share or an exercise price of less than $5.00 per share, subject to certain exemptions. Our common stock initially was a “penny stock,” and we became subject to Rule 15g-9 under the Exchange Act, or the “Penny Stock Rule.” This rule imposes additional sales practice requirements on broker-dealers that sell such securities to persons other than established customers. For transactions covered by Rule 15g-9, a broker-dealer must make a special suitability determination for the investor and have received the investor’s written consent to the transaction prior to sale. As a result, this rule may affect the ability of broker-dealers to sell our common shares and may affect the ability of investor s to sell any of our common shares in the secondary market.

 

For any transaction involving a penny stock, unless exempt, the rules require delivery, prior to any transaction in a penny stock, of a disclosure schedule prepared by the SEC relating to the penny stock market. Disclosure is also required to be made about sales commissions payable to both the broker-dealer and the registered representative and current quotations for the securities. Finally, monthly statements are required to be sent disclosing recent price information for the penny stock held in the account and information on the limited market in penny stock.

 

We do not anticipate that our common stock will qualify for exemption from the Penny Stock Rule. In any event, even if our common stock were exempt from the Penny Stock Rule, we would remain subject to Section 15(b)(6) of the Exchange Act, which gives the SEC the authority to restrict any person from participating in a distribution of penny stock, if the SEC finds that such a restriction would be in the public interest.

 

Unless the requirements of an exemption, such as Rule 144, is met, Investors may be restricted from selling their shares.

 

Rule 144 promulgated under the Securities Act (“Rule 144”), which provides for an exemption from the registration requirements under the Securities Act under certain conditions, requires, among other conditions, for resales of securities acquired in a non-public offering without having to satisfy such registration requirements, a six-month holding period following acquisition of and payment in full for such securities assuming the issuer of such securities has filed periodic reports with the SEC under the Exchange Act for a period of 90 days prior to the proposed sale. If the Company has not made such filings, such securities will be subject to a one-year holding period before they can be resold under Rule 144. There can be no assurance that the Company will fulfill any reporting requirements in the future under the Exchange Act or disseminate to the public any current financial or other information concerning the Company, as is required by Rule 144 as part of the conditions of its availability.

 

Accordingly, an investor should be prepared to hold the securities acquired in such offerings indefinitely and cannot expect to be able to liquidate any or all of their investment even in case of an emergency. In addition, any proposed transfer must comply with restrictions on transfer imposed by the Company and by federal and state securities laws. The Company may permit the transfer of such securities out of a subscriber’s name only when his or her request for transfer is accompanied by an opinion of counsel reasonably satisfactory to the Company that neither the sale nor the proposed transfer results in a violation of the Securities Act or any applicable state securities or “blue sky” laws.

 

Sales of our common stock under Rule 144 could reduce the price of our stock.

 

Some, but not all, of our outstanding common shares may currently be eligible for resale under Rule 144. If substantial amounts of our common stock become available for resale under Rule 144, prevailing market prices for our common stock will be reduced.

 

 

There can be no assurance that the Stock Split would result in a per share price that will attract investors.

 

If our Stock Split is consummated, the price of our Common Stock immediately thereafter will be based on our performance and other factors, some of which are unrelated to the number of shares outstanding and the 10-for-1 spilt ratio. If the Stock Split is effected, the percentage decline in the price of our Common Stock as an absolute number and as a percentage of our overall market capitalization may be greater than would occur in the absence of certain other factors. In many cases, the total market capitalization of a company following a forward stock split is lower than it was before the Stock Split. Thus, we cannot guarantee that the Stock Split will result in a decrease in the price of the Company’s Common Stock in direct proportion to the 10-for-1 split ratio.

 

Risks Related to Blockchain Technologies and Digital Assets

 

The further development and acceptance of Digital Asset systems, which represent a new and rapidly changing industry, are subject to a variety of factors that are difficult to evaluate. The slowing or stopping of the development or acceptance of cryptocurrency may adversely affect an investment in the Shares.

 

A Digital Asset such as cryptocurrency may be used, among other things, to buy and sell goods and services. Digital Asset networks are a new and rapidly evolving industry. The growth of the Digital Asset industry is subject to a high degree of uncertainty. The factors affecting the further development of the Digital Asset industry include:

 

	●	continued worldwide growth in the adoption and use of Digital Assets;
	●	government and quasi-government regulation of Digital Assets and their use, or restrictions on or regulation of access to and operation of Digital Asset systems;
	●	the maintenance and development of the open-source software protocol;
	●	changes in consumer demographics and public tastes and preferences;
	●	the availability and popularity of other forms or methods of buying and selling goods and services, including new means of using fiat currencies; and
	●	general economic conditions and the regulatory environment relating to Digital Assets.

 

A decline in the popularity or acceptance of Digital Assets may harm the price of the Shares. There is no assurance that any service providers necessary to accommodate the cryptocurrency network will continue in existence or grow. Furthermore, there is no assurance that the availability of and access to Digital Asset service providers will not be negatively affected by government regulation or supply and demand of cryptocurrency.

 

The prices of Digital Assets are highly volatile; as such, fluctuations in the price of Digital Assets could materially and adversely affect our business.

 

The prices of Digital Assets have been subject to dramatic fluctuations and are extremely volatile. Several factors may influence the market price of Digital Assets, including without limitation: (i) global Blockchain asset supply; (ii) Global Blockchain asset demand, which can be influenced by the growth of retail merchants’ and commercial businesses’ acceptance of Blockchain assets such as cryptocurrencies as payment for goods and services; (iii) the security of online Blockchain asset exchanges and digital wallets that hold Blockchain assets; (iv) the perception that the use and holding of Blockchain assets is safe and secure, and the regulatory restrictions on their use; (v) monetary policies of governments, trade restrictions, currency devaluations and revaluations; or (vi) global or regional political, economic or financial events and situations.

 

A decrease in the price of a single Digital Asset may cause volatility in the entire Blockchain asset industry and may affect our investment portfolio, which may cause a decrease in the value of our stock.

 

 

The Company is subject to various risks including market risk, liquidity risk, and other risks related to its investments in Digital Assets, such as cryptocurrencies. Investing in Digital Assets is currently unregulated, highly speculative, and volatile.

 

The prices of cryptocurrency could materially and adversely affect an investment in the shares of the Company. The prices of the cryptocurrencies have a limited history. During such history, the cryptocurrencies’ prices have been volatile and subject to influence by many factors including the levels of liquidity. If the cryptocurrency’s markets continue to experience significant price fluctuations, the Company may experience losses. Several factors may affect the prices of the cryptocurrencies, including, but not limited to, global cryptocurrency supply and demand, and competition from other forms of digital currency or payments services.

 

There is currently no clearing house for cryptocurrency, nor is there a central or major depository for the custody of cryptocurrency. There is a risk that some or all of the Company’s cryptocurrencies could be lost or stolen. The Company does not have insurance protection on its cryptocurrency which exposes the Company and its shareholders to the risk of loss of the Company’s cryptocurrency. Further, cryptocurrency transactions are irrevocable. Stolen or incorrectly transferred of cryptocurrency may be irretrievable. As a result, any incorrectly executed cryptocurrency transactions could adversely affect an investment in the Company.

 

To the extent private keys for the cryptocurrency’s addresses are lost, destroyed or otherwise compromised and no backup of the private keys are accessible, the Company may be unable to access the cryptocurrency held in the associated address and the private key will not be capable of being restored by the cryptocurrency network.

 

The processes by which cryptocurrency transactions are settled are dependent on the cryptocurrency peer-to-peer network, and as such, the Company is subject to operational risk. A risk also exists with respect to previously unknown technical vulnerabilities, which may adversely affect the value of the cryptocurrencies.

 

Currently, there is relatively limited use of cryptocurrency in the retail and commercial marketplace in comparison to relatively extensive use by speculators, thus contributing to price volatility that could adversely affect an investment in the Shares.

 

As relatively new products and technologies such as cryptocurrency have only recently become selectively accepted as a means of payment for goods and services by many major retail and commercial outlets, and use of cryptocurrency by consumers to pay such retail and commercial outlets remains limited. Banks and other established financial institutions may refuse to process funds for cryptocurrency transactions; process wire transfers to or from cryptocurrency exchanges, cryptocurrency-related companies or service providers; or maintain accounts for persons or entities transacting in cryptocurrency. Conversely, a significant portion of cryptocurrency demand is generated by speculators and investors seeking to profit from the short- or long-term holding of cryptocurrency. Price volatility undermines cryptocurrency’s role as a medium of exchange as retailers are much less likely to accept it as a form of payment. Market capitalization for cryptocurrency as a medium of exchange and payment method may always be low. A lack of expansion by cryptocurrency into retail and commercial markets, or a contraction of such use, may result in increased volatility, which could adversely impact an investment in the Shares.

 

The SEC recently issued a Report of Investigation concluding that virtual coins, tokens or other Digital Assets may be deemed securities and subject to the federal securities laws, including registration under the Securities Act and the Investment Company Act of 1940 (the “Investment Company Act”).

 

A Report of Investigation by the SEC recently found that tokens offered by a virtual organization were securities and therefore subject to the federal securities laws, and further concluded that issuers of distributed ledger or Blockchain technology-based securities must register offers and sales of such securities under the Securities Act unless they are exempt from such registration. Additionally, securities exchanges providing for trading in these securities must register unless they are exempt. As a result, the Company may be required to register and comply with additional regulation under the Investment Company Act, including additional periodic reporting and disclosure standards and requirements and the registration of the Company as an investment company. Such additional registration may result in extraordinary, nonrecurring expenses of the Company, thereby materially and adversely impacting the Shares. Whether a particular investment transaction involves the offer and sale of a security, regardless of the terminology or technology used, will depend on the facts and circumstances, including the economic realities of the transaction. Thus, it is uncertain how various Digital Assets will be classified by the SEC, and the level of regulation, if any, will be applied as a result. Further, regulation over securities exchanges in the United States may incentivize the Company to invest, and to advise its clients to invest, solely in Digital Assets traded on foreign exchanges.

 

The recent ruling of the United States Commodities Futures Trading Commission, an independent agency with the mandate to regulate commodity futures and option markets in the United States (the “CFTC”), designated bitcoin as a commodity and gives authority to the CFTC to police fraudulent activities on exchanges where bitcoin is traded. The Company may be required to register and comply with the regulations under the Commodity Exchange Act of 1936, as amended (the “CEA”)

 

Current and future legislation, CFTC rulemaking and other regulatory developments, including interpretations released by a regulatory authority, may impact the manner in which cryptocurrency is treated for classification and clearing purposes. For example, the CFTC has recently designated bitcoin as a commodity, which makes exchange markets on which bitcoin is traded subject to enforcement action by the CFTC. Although the CFTC has suggested it is not particularly focused on pursuing such enforcement at this time, and in fact there may be some limits on its ability to do so without a specific connection to commodities derivatives markets, in the event that the CFTC does pursue such enforcement and ultimately shuts down an exchange on which cryptocurrencies in which we invest are traded, it may have a significant adverse impact on our investment portfolio. In addition, the Company may be required to register and comply with additional regulations under the CEA, including additional periodic report and disclosure standards and requirements. Moreover, the Company may be required to register as a commodity pool operator. Such additional registration may result in extraordinary, nonrecurring expenses, thereby materially and adversely impacting the Shares.

 

 

Recent exposure by the SEC of initial coin offerings used by certain issuers as a means to generate oversized returns, and the recent halting by the SEC of an initial coin offering scam, along with the SEC’s limited experience regulating the digital currency market indicates a possibility that the Company may unintentionally invest in a fraudulent coin offering which the SEC may not detect until after we have sustained significant losses.

 

The Company invests in various digital currencies. Although we conduct due diligence and take reasonable measures to make prudent investments and coin offerings are subject to heightened oversight and scrutiny by the SEC, coin offerings are highly susceptible to fraud and regulators have limited experience in the growing digital currency market. The SEC may not yet have adequate controls and review procedures to detect a fraudulent coin offering before significant losses are sustained.

 

The SEC recently issued a press release announcing that its Cyber Unit has taken action against companies selling digital tokens to investors to raise capital for initial coin offerings, indicating an increase by the SEC in its efforts to regulate and discipline companies conducting initial coin offerings, which may deter entrepreneurs and companies from entering the cryptocurrency market and decrease the public’s interest in such technology, thereby causing a decrease in the value of our stock.

 

The Company invests in Digital Assets and Blockchain technology. We expect to invest in companies that sell digital tokens to investors in their initial coin offerings. The SEC has recently taken action against companies that have conducted initial coin offerings and is expected to continue to expand its efforts in regulating initial coin offerings. As the SEC continues to take action against such companies, entrepreneurs may be deterred from entering the Digital Asset market due to concerns of unknowingly violating federal securities laws and consequently being disciplined by the SEC. As a result, our investment portfolio may be affected due to a potential decrease in the public’s interest in initial coin offerings, which may ultimately decrease the value of the Company’s stock. Furthermore, a company in which we may invest may be subject to regulatory action by the SEC, negatively affecting the value of our investment therein, which would decrease the overall value of our investment portfolio and, ultimately, our stock.

 

The SEC recently issued a Statement concluding that endorsements made by celebrities and others of Initial Coin Offerings via social media platforms may be unlawful unless certain disclosures are made.

 

Due to the SEC’s comment that tokens or coins sold in Initial Coin Offerings may be deemed securities, the SEC recently released a Statement finding that celebrities and others who use social media networks to encourage the public to invest in Initial Coin Offerings may be violating federal securities laws. The endorsing celebrity or individual must disclose the nature, source and amount of any compensation paid, directly or indirectly, by the company in exchange for the endorsement. As a result, the Company’s investments in companies that undertake Initial Coin Offerings may be negatively impacted due to these restrictions. Such disclosures may deter celebrities and others from endorsing companies involved with Initial Coin Offerings, and as a result, decrease the public’s interest in such Initial Coin Offerings. Consequently, such decrease, especially in companies that have been included in the Company’s investment portfolio, may materially and adversely impact the Company’s overall business and stock price. Whether a particular endorsement violates federal securities laws will depend on the facts and circumstances. Thus, it is uncertain the SEC’s level of regulation, if any, of such endorsements made by such celebrities or other individuals.

 

Lack of liquidity in cryptocurrency investments may limit our ability to convert certain digital assets in our investment portfolio into cash, as may be needed for our operations, strategic acquisitions, technological development or otherwise.

 

From time to time, we may need to liquidate certain assets in our investment portfolio in order to fund ongoing operations, strategic operations, technological development or other endeavors. Liquidity in cryptocurrency generally varies over time and across markets, and liquidity risk in smaller currencies where there is lower demand is particularly high. Although the increase in the number of trusted cryptocurrency exchanges will provide opportunity an increase in frequency and volume of trading, and increased acceptance of cryptocurrencies at brick and mortar stores, online shops and bookings can help to increase usability and reduce volatility as more will come into circulation, limited utility as a medium of exchange will continue to have an impact on the intrinsic value of cryptocurrencies, which limits the extent to which cryptocurrencies can quickly and efficiently be converted into cash. Thus, certain business opportunities may be altered or delayed as a result of a lack of sufficient cash, which may substantially impair our ability to operate our business.

 

 

Our cryptocurrencies may be subject to loss, theft or restriction on access.

 

Some or all of our cryptocurrencies could be lost or stolen. Access to our coins could also be restricted by cybercrime (such as a denial of service attack) against a service at which we maintain a hosted hot wallet, i.e. any cryptocurrency wallet that is connected to the Internet. Generally, hot wallets are easier to set up and access, but they are also more susceptible to hackers and other technical vulnerabilities. Cold storage refers to any cryptocurrency wallet that is not connected to the Internet. Cold storage is generally more secure, but is not ideal for quick or regular transactions.

 

Hackers or malicious actors may launch attacks to steal, compromise or secure cryptocurrencies, such as by attacking the cryptocurrency network source code, exchange servers, third-party platforms, cold and hot storage locations or software, or by other means. If we increase in size, we may become a more appealing target of hackers, malware, cyber-attacks or other security threats. Any of these events may adversely affect our operations and, consequently, our investments and profitability. The loss or destruction of a private key required to access our digital wallets may be irreversible and we may be denied access for all time to our cryptocurrency holdings. Our loss of access to our private keys or our experience of a data loss relating to our digital wallets could adversely affect our investments and assets.

 

Cryptocurrencies are controllable only by the possessor of both the unique public and private keys relating to the local or online digital wallet in which they are held, which wallet’s public key or address is reflected in the network’s public blockchain. In order to minimize risk, we have established processes to manage wallets that are associated with our cryptocurrency holdings. There can be no assurances that any processes we have adopted or will adopt in the future are or will be secure or effective, and we would suffer significant and immediate adverse effects if we suffered a loss of our crypotcurrency due to an adverse software or cybersecurity event. We utilize several layers of threat reduction techniques, including: (i) the use of cold wallets to store sensitive private key information; (ii) performance of transactions offline; and (iii) offline generation and use of private keys.

 

Additional risks in connection with an investment in the digital currency market may exist.

 

The digital currency market is a rapidly growing, volatile and highly speculative market in which regulations are being developed on an ongoing basis. As a result, there are a number of unforeseeable risks which we may not anticipate and for which we may not be able to adapt our business in a timely manner, if at all. While we make all commercially reasonable efforts to stay abreast of new regulations and best practices and maintain our operations in compliance therewith, there can be no assurance that there will not be a new or unforeseen law, regulation or risk factor which will materially impact our ability to continue our business as currently operated or raise additional capital to foster our continued growth.

 

PART II

 

Item 9A. Controls and Procedures.

 

Internal Control over Financial Reporting and Evaluation of Disclosure Controls and Procedures.

 

Conclusions Regarding the Effectiveness of Disclosure Controls and Procedures

 

Our management, including our principal executive officer and principal financial officer, conducted an evaluation of the effectiveness of our disclosure controls and procedures, as defined in Rule 13a-15(e) or 15d-15(e) of the Exchange Act of 1934, as amended (the “Exchange Act”), as of December 31, 2017. Based on management’s evaluation, our principal executive officer and principal financial officer concluded that our disclosure controls and procedures were not effective as of December 31, 2017 due to the material weaknesses in our internal control over financial reporting described below in “Management’s Annual Report on Internal Control over Financial Reporting.”

 

Management’s Annual Report on Internal Control over Financial Reporting

 

Our management is responsible for establishing and maintaining adequate internal control over financial reporting. Internal control over financial reporting is defined in Rules 13a-15(f) or 15d-15(f) promulgated under the Exchange Act as a process designed by, or under the supervision of, our principal executive officer and principal financial officer and effected by our Board of Directors, management, and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with U.S. generally accepted accounting principles (“GAAP”) and includes those policies and procedures that:

 

	●	pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of our assets;
	●	provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP, and that our receipts and expenditures are being made only in accordance with authorizations of our management and directors; and
	●	provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of our assets that could have a material effect on our financial statements.

 

 

All systems of internal control, no matter how well designed, have inherent limitations. Therefore, even those systems deemed to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation. Because of inherent limitations, our internal control over financial reporting may not prevent or detect misstatements. Furthermore, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

 

A material weakness is a deficiency, or a combination of deficiencies, in disclosure controls and procedures, such that there is a reasonable possibility that a material misstatement of a company’s annual or interim financial statements will not be prevented or detected on a timely basis.

 

Our management assessed the effectiveness of our internal control over financial reporting as of December 31, 2017. The framework used in carrying out this evaluation was set forth by the Committee of Sponsoring Organizations (“COSO”) of the Treadway Commission in “Internal Control—Integrated Framework (2013)”.

 

Based on this evaluation, our management concluded that as of December 31, 2017 our internal control over financial reporting was not effective due to the following material weaknesses:

 

	●	we have not performed a risk assessment and mapped our processes to control objectives;
	●	we have not implemented comprehensive entity-level internal controls;
	●	we have not implemented adequate system and manual controls; and
	●	we do not have sufficient segregation of duties.

 

Management’s Actions and Plans to Remediate Material Weaknesses:

 

Management is committed to remediating the control deficiencies that gave rise to the material weaknesses described above in our response to Comment 9. Management is responsible for implementing changes and improvements to internal control over financial reporting and for remediating the control deficiencies that gave rise to the material weaknesses. Management believes that progress has been made to remediate the underlying causes of the material weaknesses in internal control over financial reporting and has taken the following steps to remediate such material weaknesses:

 

	●	Implemented a formal quarterly review of financial information with our Chief Executive Officer and each managing director that oversees a portion of the business. These individuals provide a certification that the operating results are accurate to the best of their knowledge.
	●	Account reconciliations are now prepared for all material accounts and independently reviewed.
	●	Expenditures are approved by our Chief Executive Officer.
	●	We have segregation of duties between access to our accounting information system and individuals who may sign checks.

 

Management plans to take the following steps to further remediate the material weaknesses as follows:

 

	●	Perform a risk assessment and map processes to control objectives and, where necessary, implement and document internal controls in accordance with COSO.
	●	Our entity-level controls are, generally, informal and we intend to evaluate current processes, supplement where necessary, and document requirements.
	●	Evaluate system and manual controls, identify specific weaknesses, and implement a comprehensive system of internal controls.
	●	Hire a Controller or Accounting Manager and assess and remediate any other personnel weaknesses.
	●	Appoint a Chief Financial Officer with public company experience.

 

Management understands that in order to remediate the Company’s material weaknesses, additional segregation of duties, changes in personnel and technologies are necessary. We will not consider these material weaknesses fully remediated until management has tested those internal controls and found them to be operating effectively.

 

Changes in Internal Control over Financial Reporting

 

Other than as described above under “Management’s Actions and Plans to Remediate Material Weaknesses”, there have been no changes in our internal control over financial reporting during either the year ended December 31, 2017 or the quarter ended March 31, 2018 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

 

 

Exhibit Number				Incorporated by Reference
Date		Description		Form		Exhibit		Filing Date/Period End
10.1		The Crypto Company Equity Incentive Plan		14C		Exhibit F		August 25, 2017

 

 

SIGNATURES

 

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

	THE CRYPTO COMPANY
Dated: September 14, 2018	/s/ Ron Levy
	Ron Levy
	Chief Executive Officer, Chief Operating Officer and Secretary Principal Executive Officer
	/s/ Ivan Ivankovich
	Ivan Ivankovich
	Chief Financial Officer Principal Financial and Accounting Officer