SEC Comment Letter 0000000000-23-000761 to Taoping Inc. (TAOP) (CIK 0001552670) (TAOP)
Taoping Inc. (TAOP) (CIK 0001552670)
Date: Jan. 24, 2023 · CIK: 0001552670 · Accession: 0000000000-23-000761
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File numbers found in text: 001-35722
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United States securities and exchange commission logo
January 24, 2023
Jianghuai Lin
Chief Executive Officer
Taoping Inc.
Unit 3102, 31/F, Citicorp Centre
18 Whitefield Road, Hong Kong
Re:Taoping Inc.
Amendment No. 2 to Form 20-F for the Fiscal Year Ended December 31, 2021
Response dated December 16, 2022
File No. 001-35722
Dear Jianghuai Lin:
We have reviewed your December 16, 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. Unless we note otherwise, our references to prior comments are to comments in our
November 30, 2022 letter.
Amendment No. 2 to Form 20-F for the Fiscal Year Ended December 31, 2021
Consolidated Financial Statements
2. Summary of Significant Accounting Policies
(n) Cryptocurrencies, page F-22
1.We note your response to prior comment 5. It appears that your gains and losses from the
sale of cryptocurrencies are presented within Loss before Income Taxes, not Loss from
Operations. As previously requested, please revise your future filings so that these gains
and losses are presented within Loss from Operations for all periods where applicable.
2.Please show us how you will revise Note 2(n) to conform to the requirement in ASC 350-
30-35-19 that “If the carrying amount of an intangible asset exceeds its fair value, an
entity shall recognize an impairment loss in an amount equal to that excess.” In this
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Taoping Inc.
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regard, your reference to “which is measured using the quoted price of the cryptocurrency
at the time its fair value is being measured” as well as your reference to the qualitative
assessment, makes it unclear if you recognize an impairment whenever the carrying
amount of a digital asset exceeds its fair value.
3.Consider revising future filings to move the last sentence of Note 2(n), which states,
“Although our performance obligation in our contracts with the mining pool operator is
the provision of computing power, we are not entitled to any compensation for computing
power provided when the pool operator is unsuccessful in placing a block to the
blockchain,” to the second paragraph of Note 2(t) since the statement appears to relate to
revenue recognition.
Revenue - Cryptocurrency mining, page F-25
4.Please revise your future filings to disclose, as you indicate in your October 31, 2022
response to comment 11, that both you and the pool operator have the right to terminate
the contract at any time, with or without cause, and without compensation.
5.You indicate in your response to prior comment 6 that “There is no specific contract
between us and the mining pool operator”. This is inconsistent with your disclosure in
Note 2(t) on page F-25, which states, “The Company has entered into digital asset mining
pools by executing contracts with the mining pool operators to provide computing power
to the mining pool.” Please address the following:
•Confirm that your Note 2(t) disclosure is correct; that you have entered into a
contract (as defined in ASC 606-10-25-1 through 25-8) with the mining pool
operator.
•Clarify for us if you believe each block attempt by the pool operator for which you
provide computing power is a separate contract as that term is used in ASC 606.
•Confirm for us if you are asserting that a contract first exists upon the successful
placement of a block on the blockchain by the pool operator because that is the point
when both of the conditions in ASC 606-10-25-4 no longer exist. Consider the need
for clarifying disclosure.
•For each crypto asset mining pool you participate in, please tell us how frequently
blocks are added to the blockchain.
6.We note your response to prior comment 7, which references your practice of measuring
fair value at the quoted closing price from the Yahoo Finance website. Please show us
how you will revise your policy to clarify, if true, that you measure fair value based upon
the quoted market prices from your principal market at contract inception. Refer
to ASC 820-10-30-1, 35-5 and 35-5A as well as ASC 606-10-32-21.
FirstName LastNameJianghuai Lin
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January 24, 2023 Page 3
FirstName LastName
Jianghuai Lin
Taoping Inc.
January 24, 2023
Page 3
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