Attached files
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q/A
Amendment
No. 2
(Mark
One)
☒
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended January 31, 2018
☐
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: 000-51126
BLOCKCHAIN INDUSTRIES, INC.
(Exact
name of registrant as specified in its charter)
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Nevada
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88-0355407
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(State
or Other Jurisdiction of Incorporation or
Organization)
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(IRS
Employer Identification Number)
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730 Arizona Ave., Suite 220, Santa Monica, California
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90401
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(Address
of principal executive offices)
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(Zip
Code)
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Registrant’s
telephone number, including area code: 866-995-7521
(Former name or former address, if changed since last
report.)
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 ☐
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 ☒ No
Indicate
by check mark whether the registrant is a large accelerated filer,
an accelerated filer, a non-accelerated filer, 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. (Check one)
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Large
accelerated filer ☐
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Accelerated
filer ☐
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Non-accelerated
filer ☐
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Smaller
reporting company ☒
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Emerging
growth company ☐
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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 ☒
As of
November 2, 2018 there were 42,005,188 shares of Common Stock, par
value $0.001 issued and outstanding.
BLOCKCHAIN INDUSTRIES, INC.
TABLE OF CONTENTS
FORM 10-Q
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Page
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Part I – FINANCIAL INFORMATION
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Item
1.
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Financial
Statements
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4
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Part II – OTHER INFORMATION
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Item
6.
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Exhibits
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5
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2
EXPLANATORY NOTE
Blockchain Industries, Inc. (the
“Company”) filed its Quarterly Report on Form 10-Q for
the fiscal quarter ended January 31, 2018 (the “Original Form
10-Q”), with the U.S. Securities and Exchange Commission (the
“SEC”) on March 19, 2018. The Company then filed
Amendment No. 1 to the Original Form 10-Q on June 22, 2018. The
Company is filing this Amendment No. 2 to Amendment No. 1 of
the Form 10-Q (“Amendment
No.2”) solely for
the limited purpose of addressing a comment letter from the Securities
and Exchange Commission to
the Company on July 23, 2018 by amending the number of shares of common stock
issued and outstanding at April 31, 2017, the balance of common
stock and additional paid-in capital at January 31, 2018 and April
31, 2017, clarification of a prior stock-based compensation expense
and amending certifications of the Chief Executive Officer
and Principal Financial Officer to Exchange Act Rule
13a-14(a).
Except as expressly set forth above, this Amendment No. 2 does not,
and does not purport to, amend, update, change or restate the
information in any other item of the Original Form 10-Q or reflect
any events that have occurred after the date of the Original Form
10-Q.
This Amendment No.2 should be read
in conjunction with the Company’s Annual Report on Form 10-K
for the fiscal year ended April 30, 2018 filed with the SEC on
October 29, 2018 (the “2018 Annual Report”). The Company
does not believe there to be any material quantitative changes
required to this Amendment No.2, however, the Company’s
Annual Report provides a more complete clarification of
all quantitative and qualitative information set forth by the
Company for the 2018 fiscal year.
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Notes to Unaudited Financial Statements
For the Three and Nine Month Interim Periods Ended January 31,
2018
(Unaudited)
NOTE 10. RESTATEMENT OF FINANCIAL STATEMENTS
On January 16, 2018, the Company executed a 2-for-1 forward stock
split. Accordingly, all references to the numbers of common shares
and per share data in the accompanying financial statements have
been adjusted to reflect these splits, on a retroactive basis,
unless indicated otherwise. Upon further review it was determined
that certain components of the Company’s shareholders’
equity (deficit) had not been adjusted for the above mentioned
forward split.
The balance at January 31, 2018 of common stock and additional
paid-in capital was originally reported at $17,769 and $10,611,198,
respectively and revised as $36,159 and $10,592,808, respectively.
The balance at April 30, 2017 of common stock and additional
paid-in capital was originally reported at $20,368 and $6,179,489,
respectively and revised as $40,737 and $6,159,120, respectively.
In addition, the number of common shares issued and outstanding as
of April 30, 2017 was originally reported as 737,406 and revised as
40,737,406.
The
following tables summarize the effects of the revisions on the
financial statements for the periods reported.
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Previously Reported
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Adjustments
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As revised
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Consolidated Statement of Shareholders' Equity (Deficit) as of
January 31, 2018
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Common
stock - amount
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$17,769
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$18,390
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$36,159
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Additional
paid-in capital
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$10,611,198
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$(18,390)
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$10,592,808
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Previously Reported
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Adjustments
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As revised
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Consolidated Statement of Shareholders' Equity (Deficit) as of
April 30, 2017
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Common
stock - shares
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737,406
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40,000,000
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40,737,406
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Common
stock - amount
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$20,368
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$20,369
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$40,737
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Additional
paid-in capital
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$6,179,489
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$(20,369)
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$6,159,120
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In
addition, the Company previously disclosed on page 22 of amendment
No. 1 to Form 10-Q for the fiscal quarter ended January 31, 2018
$18.8 million of non-cash stock-based compensation expense. The
Company had corrected the stock-based compensation expense and
recorded the amount as $166,603 in the statement of operations and
statement of cash flows in Amendment No. 1, however inadvertently
did not change the disclosure on page 22 from the original filing
of the Form 10-Q for the fiscal quarter ended January 31,
2018.
4
Item 6 Exhibits
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EXHIBIT
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NUMBER
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DESCRIPTION
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Certification of
the Chief Executive Officer to Exchange Act Rule
13a-14(a)
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Certification of Principal Financial Officer pursuant to Exchange
Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section
302 of the Sarbanes-Oxley Act of 2002
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5
SIGNATURES
In
accordance with Section 13 or 15(d) of the Exchange Act, the
registrant caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
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BLOCKCHAIN INDUSTRIES, INC.
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Date:
November 2, 2018
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By:
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/s/
Patrick Moynihan
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Patrick
Moynihan
Chairman,
Chief Executive Officer
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6