SEC Comment Letter 0000000000-22-012959 to Taoping Inc. (TAOP) (CIK 0001552670) (TAOP)
Taoping Inc. (TAOP) (CIK 0001552670)
Date: Nov. 30, 2022 · CIK: 0001552670 · Accession: 0000000000-22-012959
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File numbers found in text: 001-35722
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United States securities and exchange commission logo
November 30, 2022
Jianghuai Lin
Chief Executive Officer
Taoping Inc.
Unit 3102, 31/F, Citicorp Centre
18 Whitefield Road, Hong Kong
Re:Taoping Inc.
Amendment No. 1 to Form 20-F for the Fiscal Year Ended December 31, 2021
Response dated October 31, 2022
File No. 001-35722
Dear Jianghuai Lin:
We have reviewed your October 31, 2022 response to our comment letter and have the
following comments. In some of our comments, we may ask you to provide us with information
so we may better understand your disclosure.
Please respond to these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.
After reviewing your response to these comments, we may have additional comments.
Amendment No. 1 to Form 20-F for the Fiscal Year Ended December 31, 2021
Item 3. Key Information
Summary of Risk Factors, page 7
1.We note your disclosure that no permissions or approvals are required to offer securities.
Please provide an explanation as to whether you consulted counsel and, if not, why you
did not consult counsel and why you believe you do not need any permissions or
approvals.
2.We note your response to prior comment 3. Please include your discussion of permission
and approvals required to be obtained from Chinese authorities to operate your business in
your summary of risk factors with a specific cross-reference to a more detailed risk factor
discussion.
FirstName LastNameJianghuai Lin
Comapany NameTaoping Inc.
November 30, 2022 Page 2
FirstName LastName
Jianghuai Lin
Taoping Inc.
November 30, 2022
Page 2
Consolidated Financial Statements
2. Summary of Significant Accounting Policies
(f) Accounts Receivable, Accounts Receivable-related parties and Concentration of Risk, page F-
20
3.We note your response to prior comment 7. Please address the following separately for
accounts receivable and accounts receivable-related parties:
•Tell us your typical payment terms included within your contracts with customers.
•Explain why you do not begin to provide a provision for credit loss until receivables
are unpaid for more than a year.
•For receivables outstanding as of December 31, 2020, December 31, 2021, and June
30, 2022, please tell us the reporting period in which the underlying revenue was
recognized, differentiating between receivables with an allowance and those without
an allowance.
Also, please explain the underlying factors that led to nearly 98% of your related party
receivables being deemed uncollectable as of December 31, 2021.
(n) Cryptocurrencies, page F-22
4.We note your response to prior comment 8. Please revise to present cryptocurrency
impairment outside of administrative expense in the statement of operations. We refer to
guidance in Item 5-3(b)(6) of Regulation S-X.
5.As a related matter, the presentation of impairment losses and realized gains or losses of
the same asset should be classified on a consistent basis. Please revise to classify your
gains and losses from the sales of cryptocurrencies within loss from operations, consistent
with your presentation of impairment losses on cryptocurrencies. Refer to ASC 610-20-
45-1.
Revenue - Cryptocurrency mining, page F-25
6.We note your response to prior comment 13. For your contracts with mining pool
operators that involve promises of non-cash consideration, we are unable to agree that fair
value at contract inception does not apply to you. As noted in ASC 606-10-32-21, the
transaction price in these scenarios should be measured at the estimated fair value of the
non-cash consideration at contract inception. Please revise accordingly. Also, you
disclose on page F-25 that consideration from these contracts is variable. Please refer to
ASC 606-10-32-5 through 32-14, 32-21 through 32-23, and 50-20 and address
the following:
•Tell us when you consider contract inception to occur.
•Explain how you determined that it is not probable that a significant reversal of
cumulative revenue will not occur.
•Describe the extent to which you constrain your variable consideration and why.
•Discuss how and when you reassess your variable consideration.
•Provide us with a timeline that more clearly describes the typical length of time from
FirstName LastNameJianghuai Lin
Comapany NameTaoping Inc.
November 30, 2022 Page 3
FirstName LastName
Jianghuai Lin
Taoping Inc.
November 30, 2022
Page 3
contract inception to receipt of noncash consideration, including successful
placement of a block, earning an award from the pool operator, receipt of
confirmation, and receipt of consideration.
7.We note your response to prior comments 13 and 14. In light of the daily volatility
observed within cryptocurrency markets, please explain in detail how you determined that
the fair value at contract inception is not materially different than each of the following:
•quoted closing price per Yahoo Finance on the date the cryptocurrency is received
•fair value at the time you earn the award from the pool operator
•fair value at the time you receive confirmation of the consideration you will receive
8.We note your response to prior comment 14 and disclosures on page 13 which mention
your FTX trading account. If you file another amendment to your Form 20-F for the fiscal
period ended December 31, 2021, as part of subsequent events, consider disclosing the
extent that FTX's recent bankruptcy has materially impacted your business, financial
condition and/or results of operations. We refer to guidance in ASC 855-10-50-2.
9.We note your response to prior comment 15. Please revise to clarify that although your
performance obligation in your contracts with the mining pool operator is the provision of
computing power, you are not entitled to any compensation for computing power provided
when the pool operator is unsuccessful in placing a block to the blockchain.
You may contact Lisa Etheredge, Senior Staff Accountant, at (202) 551-3424 or Inessa
Kessman, Senior Staff Accountant, at (202) 551-3371 if you have questions regarding comments
on the financial statements and related matters. Please contact Alexandra Barone, Staff
Attorney, at (202) 551-8816 or Jan Woo, Legal Branch Chief, at (202) 551-3453 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc: Kevin Sun