CRYPTONOMICS: A FEW OPEN QUESTIONS AROUND THE WIND-UP OF COFOUND.IT?

Slovenia is a quite small country with just a population of only 2.07 million.  As matter of fact, this small country is a quite aggressive cryptonation. With Bitstamp – one of the biggest and most successful European fiat/crypto exchanges – already set up in 2011 – and companies like ICONOMI and Cofound, Slovenia´s crypto scene is well recognized in the cryptoscene. It was one of the first European countries to establish tax rules for ICOs and only recently adopted accounting rules for ICO´s.

ICONOMI and its spin-off Cofound were pioneering Token Sales projects in Europe in the early ICO-hype era. Now they are perhaps the first projects to address painful issues related to the collapsed hype and the aftermaths of token sale projects.


CoFound´s wind up decision

The Cofound.it project was set up in March/April 2017 as a spin-off of ICONOMI.

The purpose of the Cofound project – led by Daniel ZAKRISSON and Jan ISAKOVIC – was based on the premise of helping other companies in the space to raise money through ICOs. Cofound.it was described as a distributed global platform that connects exceptional startups, experts and supporters (investors) worldwide. The projects legal entity was registered on the British Virgin Islands.

In June 2017 Cofound´s crowdsale finished in a few days with a total funding of 56.565 ETH for the sale of 125 million CFI Tokens. The sale was funded fully in pre-sale by Cofound.it Priority Pass members.

THE LEGAL QUALIFICATION OF THE CFI TOKEN

Regarding the purpose and rights connected with the CFI Tokens issued, the white paper for the Cofound crowdsale stated as follows:

Contribution actions

In order to register and be active on the platform, experts and service providers must hold a certain amount of CFI tokens. And then, when applying to perform a task a certain amount of tokens will be put in escrow until the task has been performed, in order to guarantee the delivery and completion of the task.

Access rights to exclusive content:

There will be some data and parts of the Cofound.it platform only accessible to members holding a certain minimum amount of Cofound.it tokens – for example, exclusive pre-release access or a more in-depth look at the projects during the evaluation stage. The CFI token allowed holders to have access to ‘Priority Pass’, enabling them to invest in projects on-boarded by Cofound

Payments:

Some services on the platform will require direct payment of Cofound.it tokens, like project submission. Each project submission will require expert valuation – so the application will be paid for with a certain amount of Cofound.it tokens that will be distributed among the evaluators.

Based on the rights associated with Token, the CFI Token qualifies as Utility Token resp. Access/Work Token/Payment Token.

The ICO Token Issuance

In total 500 million Tokens were issued with the split up as detailed in the following graph shown in the white paper for the Token Sale:

Split of the Token Sale
The Token Distribution

So only 125 million CFI Tokens were sold to the public for about USD 15 million and 100 million were distributed to the team and advisors. Another 50 million tokens were given to ICONOMI and 100 million went to Cashila (the bitcoin exchange platform, established by the founders of ICONOMI in 2013). The remaining 125 million tokens were set aside for founders, advisers, and  future use.

In a nutshell: 75% of the CFI tokens issued in the ICO are held by individuals and entities related to the project. Only 25% have been sold to third-party investors.

OPERATING RESULTS OF COFOUND.IT

Since mid of 2017 Cofound published its quarterly profit and loss figures as well as information on the development of its platform on Medium. The figures for the project can be summarized as follows:

 Token Sale USDUSDUSD 
Cofound as of June 7th, 20173rd quarter 20174th quarter 20171st quarter 2018
Revenues1.881.7082.472.000
Expenses:
Payroll527.249.52613.352658.485
Global Hubs Operation 245,771
Hardware and office equipment 96.851.8346.46652.713
Projekt and Legal 40.333,4758.02125.082
Company operations and travel 97.745,51156.772158.351
Marketing expenses30.516,63172.09471.236
Total expenses 792.696,961.046.7051.211.638
Net result for the period1.089.011,041.425.295-1.211.638
Total result2.514.306,041.302.668,04
Team members as of
the end of the reporting period
5374247
2139.544.5
average monthly payroll expenses8.369,045.175.964.932,47

THE DECISION TO WIND UP COFOUND.IT

On September 14, 2018, Daniel ZAKRISSON announced in a Medium posting that they would be shutting down the company and returning the remaining assets to token holders. Main reason stated for the all of the sudden winding up was the changed climate for ICOs.

Ervin K URSIC, an executive director of Cashila and former COO of ICONOMI, was installed to oversee the distribution of the assets and company’s liquidation.

Ervin K URSIC announced soon afterwards that the value of the available Cofound assets amounts to USD 14.868.786,61. Furthermore, the company had liabilities in the amount USD 350.000 liabilities. Ervin K Ursic explained that he will

  1. settle all remaining liabilities and liquidate all remaining assets,
  2. distribute the proceeds of the liquidation to the CFI token holders (pro rata in ETH)

The number of Tokens eligible for this redistribution was identified by Ervin K Ursic with 324,519,308.2 CFI tokens.

The paradox of a pro rate token liquidation: even though 25% of the token holders (aka ICO investors) paid in 100% of the funds available to Cofound they will only receive 25% of the proceeds of the asset liquidation. The remaining 75% of the proceeds will go the founder team and their related parties.

Our Take on that:

We think a publicly conducted winding-up of crypto-projects is a great decision in the first place. It’s a reasonable approach to pay the funds back to investors in case the idea doesn’t work out for whatever reason. This is even more true for ICO projects as they typically received millions of dollars from investors at the very beginning of the project. Most ICO projects (if not all) by-passed the typical seed-funding and early-stage finance rounds and jumped right into the C- or D-rounds with their public offering.

In principle, such an approach could also be suggested for collapsed projects such as ENVION. The liquidation of a malfunctioning token and/or ICO projects has benefits for all stakeholders involved. A properly conducted liquidation would

  1. return some value back to token holders,
  2. prevent zombie companies like ENVION which are only wasting token investors’ funds to stay alive somehow, and
  3. allow the team to move on with its reputations staying intact (many startups fail).

On the other hand, the liquidation of a token and/or ICO project is a quite challenging situation with a lot of legal and administrative issues. We listed some of these issues which can be identified for the Cofound project below.

Accounting and Tax issues

How did the company account for the original token sale for commercial purposes and tax purposes as the financial results shown above for sure do not include the token sale proceeds? In more detail:

  1. Which legal entity has actually done the Token Sale, the BVI company or the Slovenian company (…) from a legal perspective?
  2. Which legal entity has done the Token Sale for accounting and tax purposes? As for accounting and tax purposes the substance over form principle is relevant not the legal entity doing the sale?
  3. Has one of these companies actually paid income and VAT on the token sale proceeds ?
  4. If not. How is the management addressing this open issue?
  5. The new Slovenian accounting methods would require to show the Token Sale proceeds raised as deferred income – as the tokens definitely qualify as work tokens. What are the thoughts of the management about this requirement?

SHOULD THE PROCEEDS BE DISTRIBUTED OVER ALL TOKENS?

Are Cofound and its management to be held liable for the failed delivery of the promised services?

  1. The accounting for the token sale proceeds would result in deferred income in the liability section of the balance sheet of the local Cofound company, so the amount raised  would be repayable to the people who purchased the tokens? .
  2. Such a procedure would result in the repayment of the amount invested – so all the other token holders like ICONOMI and the founders who received their tokens free of charge would not receive a material part of the liquidation results.
  3. Can the repayment resp. the liability of the token holders actually be contractually be excluded?
  4. Cofound at least owe the best effort to the token holder: Is this best effort actually documented by publishing the decision by a simple blog post?

We propose strongly that an independent person should be in charge of the winding-up process and publishing the final report. Ervin K Ursal being involved in the management of ICONOMI probably does not fulfill this requirement.

Credits to Kripto.reporter

During our research on this report, we discovered the  great blog Kripto.reporter which reports about the Slovenian cryptoscene in remarkable details. Unfortunately, the blog is available in Slovenian only. The Kripto.reporter published a quite interesting report on some Cofound restructuring measures undertaken already before the public announcement of the winding up came:

“Cofound.it in Slovenia traded under the name Cofound.it One, Informationstechnologie doo, with the tax number SI 29084261, Kersnikova ulica 10, 1000 Ljubljana. Interestingly, the company was renamed M92, Information Technology, doo, on August 31, 2018, 14 days before the announcement of the closing news, and transferred ownership and representation to attorney Matevž Smolet. On 28 August 2018, a few days before the renaming of the company, Carl Daniel Zakrisson, co-founder of Cofound.it, opened a Cofound.it AB branch in Slovenia with the tax number 27902676. The parent company of the branch is the Swedish Cofound.it AB, HAMMARHAGEN 146, 733 94 SALA, SWEDEN, which opened on 4 July 2018. Why Daniel Zakrisson opened a branch in Slovenia only a few days before the company was closed is not yet known. Even more interesting is that Jan Isaković, the company’s director, already transferred the ownership of Cofound.it One to Irene Dimitric on 15 December 2017. Irena also took over the director’s chair, and Jan remained only the procurator until the end of August 2018.” (translated via Google Translator)

From the report, we take that there are some additional questions which should be openly addressed  by the management and/or by Ervin K Ursic in his final report.

Let us have your thoughts about the winding up and on the open questions identified.

Currently, we are working on another report on the restructuring of the ICONOMI Token. You can find our report here.