Filed 2025-06-13 · Period ending 2024-12-31 · 31,023 words · SEC EDGAR
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# Crypto Co (CRCW) — 10-K **Filed:** 2025-06-13 **Period ending:** 2024-12-31 **Accession:** 0001641172-25-015110 **Source:** [SEC EDGAR](https://www.sec.gov/Archives/edgar/data/1688126/000164117225015110/) **Origin leaf:** 229a4150a5c4adb5325ea8801856e32f0cbaa9a2f9a350d6e4131bd1f89148c0 **Words:** 31,023 --- ** UNITED STATES** **SECURITIES AND EXCHANGE COMMISSION** **WASHINGTON, DC 20549** **FORM 10-K** | | ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | | **** **For the fiscal year ended December 31, 2024** **or** | | TRANSITION REPORT UNDER 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 | | (I.R.S. Employer | | | of incorporation or organization) | | Identification No.) | | **23823 Malibu Road #50477** **Malibu, CA 90265** (Address of principal executive offices - Zip Code) Registrants telephone number, including area code: **(424) 228-9955** Securities registered pursuant to Section 12(b) of the Act: | Title of each class | | Trading Symbol(s) | | Name of each exchange on which registered | | | None | | N/A | | N/A | | 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 Indicate by check mark if the Registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes No 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 every Interactive Data File required to be submitted 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 such files). Yes No 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. (Check one): | | Large accelerated filer | | Accelerated filer | | Non-accelerated filer | | Smaller reporting company | | | | | | | | | | | | | | 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. If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrants executive officers during the relevant recovery period pursuant to 240.10D-1(b). Indicate by check mark whether the Registrant is a shell company (as defined by Rule 12b-2 of the Act). Yes No As of June 30, 2024 the value of common stock held by non-affiliates was $1,001,680. Number of shares outstanding of the Registrants common stock was 3,513,760,364 as of June 6, 2025. **DOCUMENTS INCORPORATED BY REFERENCE** None. | | | **THE CRYPTO COMPANY** **Table of Contents** | | Part I | | | | | | | | | Item 1 | Business | 3 | | | Item 1A | Risk Factors | 4 | | | Item 1B | Unresolved Staff Comments | 4 | | | Item 1C | Cybersecurity | 4 | | | Item 2 | Properties | 4 | | | Item 3 | Legal Proceedings | 4 | | | Item 4 | Mine Safety Disclosures | 4 | | | | | | | | | Part II | | | | | | | | | Item 5 | Market for Registrants Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities | 5 | | | Item 6 | Reserved | 6 | | | Item 7 | Managements Discussion and Analysis of Financial Condition and Results of Operations | 6 | | | Item 7A | Quantitative and Qualitative Disclosure about Market Risk | 10 | | | Item 8 | Financial Statements and Supplementary Data | 10 | | | Item 9 | Changes in and Disagreements with Accountants on Accounting and Financial Disclosures | 10 | | | Item 9A | Controls and Procedures | 11 | | | Item 9B | Other Information | 11 | | | Item 9C | Disclosure Regarding Foreign Jurisdictions that Prevent Inspections. | 11 | | | | | | | | | Part III | | | | | | | | | Item 10 | Directors, Executive Officers, and Corporate Governance | 12 | | | Item 11 | Executive Compensation | 13 | | | Item 12 | Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters | 14 | | | Item 13 | Certain Relationships and Related Transactions, and Director Independence | 15 | | | Item 14 | Principal Accountant Fees and Services | 16 | | | | | | | | | Part IV | | | | | | | | | Item 15 | Exhibits, Financial Statement Schedules | 17 | | | Item 16 | Form 10-K Summary | 20 | | | | | | | | Signatures | 21 | | | 1 | | **PART I** **FORWARD-LOOKING STATEMENTS** This report contains forward-looking statements. Forward-looking statements give our current expectations or forecasts of future events. You can identify these statements by the fact that they do not relate strictly to historical or current facts. You can find many (but not all) of these statements by looking for words such as approximates, believes, hopes, expects, anticipates, estimates, projects, intends, plans, would, should, could, may or other similar expressions in this report. In particular, forward-looking statements include statements relating to future actions, prospective products, applications, customers and technologies, and future performance or future financial results. These forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from our historical experience and our present expectations or projections. Factors that could cause actual results to differ from those discussed in the forward-looking statements include, but are not limited to: | | | our ability to execute our business plan and achieve profitability; | | | | | our levels of indebtedness; | | | | | rapidly advancing technology; | | | | | the impact of competitive or alternative services and technologies; | | | | | the impact of government regulations on certain uses of blockchain technology, volatility of digital assets in general, and the public perceptions of blockchain technology and crypto currency; | | | | | our exposure to and ability to defend third-party claims and challenges to our intellectual property rights; | | | | | our ability to obtain adequate financing in the future, as and when we need it; | | | | | our history of losses; | | | | | our ability to identify and acquire additional assets or businesses to enhance our revenue sources; | | | | | our success at managing the risks involved in the foregoing items; and | | | | | other factors discussed in this report. | | Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance, or achievements. The forward-looking statements are based upon managements beliefs and assumptions and are made as of the date of this report. We undertake no obligation to publicly update or revise any forward-looking statements included in this report to conform such statements to actual results or changes in our expectations. You should not place undue reliance on these forward-looking statements. | 2 | | **Item 1. Business** The Crypto Company (the Company, Crypto, we, us or our) was incorporated in the State of Utah on December 2, 2013, under the name Croe, Inc. On October 3, 2017, the Company filed Articles of Conversion with the Utah Secretary of State and the Nevada Secretary of State to effectively change its state of incorporation to Nevada and filed Articles of Incorporation with the Nevada Secretary of State to change its name to The Crypto Company. Crypto Sub, Inc. (formerly known as The Crypto Company) (Crypto Sub) was incorporated in the State of Nevada on March 9, 2017. On June 7, 2017, Crypto Sub completed a reverse acquisition of Croe, Inc. On October 3, 2017, we changed our name to The Crypto Company to better reflect our new business. Our company address is currently located at 23823 Malibu Road, # 50477, Malibu, California and our telephone number is (424) 228-9955. Our website can be accessed at www.thecryptocompany.com. The information contained on or that may be obtained from our website is not a part of this report. Currently we operate through one wholly-owned subsidiary Technology Convergence Company(TechCC) (formerly known as Blockchain Training Alliance) (BTA). We also have one inactive wholly-owned subsidiary CoinTracking, LLC (CoinTracking). During the 2023 and 2024 fiscal years the Company generated revenues and incurred expenses primarily through the business of providing consulting services and education for distributed ledger technologies (blockchain), for the building of technological infrastructure and enterprise blockchain technology solutions. BTA is a blockchain training company and service provider that provides training and educational courses focused on blockchain technology and education as to the general understanding of blockchain to corporate and individual clients. **Overview of Our Business** We are engaged in the business of providing consulting services and education for blockchain technology and for the building of technological infrastructure and enterprise blockchain technology solutions. During 2024 and 2023 we generated revenues and incurred expenses solely through these consulting operations. **Strategic Acquisitions** In furtherance of the development of our blockchain consulting services, we may seek from time to time additional strategic acquisitions of assets and / or majority and minority equity interests in entities and technology with characteristics such as (i) established, protectable and scalable revenues; (ii) substantial market share; (iii) established brand equity and customer loyalty; (iv) proprietary technology with competitive advantages; (v) quality personnel, and (vi) strategic access to international markets. Similarly, we may seek to acquire additional assets that complement our business or otherwise enter into strategic relationships as a means to grow our business operations and revenues. **Intellectual Property** We regard our service marks as having significant value and as being important factors in the marketing of our products and services. Our policy is to pursue registration of our marks whenever possible and to oppose vigorously any infringement of our marks. **Market Overview** **Blockchain** The blockchain is a decentralized database or digital ledger of transactions across a peer-to-peer network of computers or nodes that use the underlying infrastructure of the Internet to validate and process valuable transactions. While using the blockchain, participants can transfer information across the Internet without the need of a central third party. In a financial transaction, the buyer and seller interact directly without the need for verification by a trusted third-party intermediary. The actual record of the transaction is pseudonymous, but the identifying information is encrypted, preventing personal information from being shared. The benefits of blockchain include the following: | | | Fraud reduction: Blockchain technology has the potential to positively disrupt most industries since it can work for nearly every type of transaction that involves value, including money, property, and goods. From a business perspective, the technology may be leveraged for process improvement, helping to reduce human error, prevent fraud, and streamline data storage. | | | | | | | | | | Transparency: Financial organizations may use the blockchain to store records digitally and leverage the technology for any type of transaction that needs to be verified by a trusted third party. | | | | | | | | | | Security: Transactions may include transferring digital or physical assets, verifying chain of custody, and protecting intellectual property. In an era with increasing cybercrime and strict regulatory requirements, blockchain offers a highly fraud-resistant technology that can protect and authenticate almost any type of transaction. | | | | | | | | | | Efficiency: Both Permissioned and Public blockchains offer significant improvements in efficiency to retail and business implementations by reducing cost and time in the duplicate databases and ledgers that companies and intermediaries must maintain in the absence of a shared, trusted and immutable system. | | **** **** | 3 | | **** **Competition** We have a number of competitors, ranging in size, consisting primarily of other similar consulting firms. We believe our main competitors are ConsenSys, Natsoft Corporation, Quest Global Technologies, and CGI Inc. In addition, global audit and assurance firms typically provide consulting services. Additionally, there are numerous additional other companies that indirectly compete with us in the educational space. **Governmental Regulations** Various uses of blockchain technology are subject to regulation by various governmental entities such as the U.S. Securities and Exchange Commission (the SEC), the U.S. Commodities Future Trading Commission (CFTC), Federal Trade Commission (FTC), and the Financial Crimes Enforcement Network (FinCEN) of the U.S. Department of the Treasury) and governmental bodies in other countries. Other regulatory bodies are governmental or semi- governmental and have shown an interest in regulating or investigating companies engaged in the blockchain business (NASDAQ, NYSE, FINRA, state securities commissions). Blockchain aimed regulations are evolving with agencies investigating businesses and their practices, gathering information, and generally trying to understand the risks and uncertainties in order to protect investors in these businesses. Regulations will likely increase, in many cases, although it is presently not possible to know how they will increase, how regulations will apply to the Companys businesses, or when they will be effective. Various bills have also been proposed in congress for adoption-related to the Companys business which may be adopted and have an impact on it. As the regulatory and legal environment evolves, the Company may become subject to new laws and further regulation by the SEC and other agencies, although the Company is not currently trading in digital assets and has no intention to trade in digital assets. **Employees** As of June 5, 2025 we had 2 full-time employees. We believe that our future success will depend in part on our continued ability to attract, hire and retain qualified personnel. None of our employees is represented by a labor union, and we believe that our employee relations are good. **Item 1A. Risk Factors** As a smaller reporting company as defined by Item 10 of Regulation S-K, the Company is not required to provide the information required by this Item 1A. **Item 1B. Unresolved Staff Comments** As a smaller reporting company as defined by Item 10 of Regulation S-K, the Company is not required to provide information required by this Item 1B. **Item 1C. Cybersecurity** **Risk Management and Strategy** The Company adheres to cybersecurity practices shaped by relevant laws and industry benchmarks. We proactively manage cyber risks through a multidisciplinary framework designed to safeguard the integrity, confidentiality, and availability of our data and systems. This framework includes several key initiatives: Enterprise Risk ManagementWe identify primary cybersecurity threats to our operations. Vulnerability ManagementWe scrutinize software and computing infrastructure for potential vulnerabilities. Vendor Risk ManagementWe evaluate third-party and partner risks through initial assessments, enforce security through contractual obligations, when applicable, and conduct ongoing oversight. Privacy Risk ManagementWe ensure that our products and platforms comply with privacy laws and regulations. Incident ResponseWe maintain robust protocols to address and mitigate cyber threats promptly. Our reliance on third-party service providers, who manage their own IT security, introduces additional vulnerabilities. These providers play a crucial role in securely handling and storing our sensitive data. Despite setting specific security requirements, we do not control their cybersecurity investments or operational security. Any security lapses on their part could potentially disrupt their services and, by extension, negatively impact our financial health and operational efficiency. The Company (or third parties it relies on) may not be able to fully, continuously, and effectively implement security controls as intended. As described above, we utilize a risk-based approach and judgment to determine the security controls to implement and it is possible we may not implement appropriate controls if we do not recognize or underestimate a particular risk. In addition, security controls, no matter how well designed or implemented, may only mitigate and not fully eliminate risks. And events, when detected by security tools or third parties, may not always be immediately understood or acted upon. In 2024, we encountered no cybersecurity threats that significantly influenced our operational, financial, or strategic outcomes. However, we acknowledge that our cybersecurity measures, while comprehensive, cannot completely eliminate the risk of cyber incidents or guarantee that all such incidents will be detected. **Governance** We regularly evaluate cybersecurity risks through discussions and updates with our Chief Executive Officer (CEO), who oversees our cybersecurity strategy. The CEO ensures that our management team can identify, evaluate, and manage cyber risks effectively and deploy measures to address and mitigate potential cyber incidents. This governance structure ensures that cybersecurity remains a central element of our strategic planning and risk management philosophy. **Item 2. Properties** For the years ended December 31, 2024 and 2023, the Company did not own or lease any real property. **Item 3. Legal Proceedings** None **Item 4. Mine Safety Disclosures** Not applicable. | 4 | | **PART II** **Item 5. Market for Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities** The trading symbol for our common stock is CRCW. The following table sets forth the high and low bid prices for our common stock for the periods indicated as reported by the OTCQB for December 31, 2024 and 2023. | Period | | High | | | Low | | | | 2024 | | | | | | | | | | | First Quarter | | $ | 0.0037 | | | $ | 0.0008 | | | | Second Quarter | | $ | 0.0022 | | | $ | 0.0012 | | | | Third Quarter | | $ | 0.0016 | | | $ | 0.0085 | | | | Fourth Quarter | | $ | 0.0012 | | | $ | 0.00475 | | | | Period | | High | | | Low | | | | 2023 | | | | | | | | | | | First Quarter | | $ | 0.286 | | | $ | 0.180 | | | | Second Quarter | | $ | 0.270 | | | $ | 0.003 | | | | Third Quarter | | $ | 0.003 | | | $ | 0.001 | | | | Fourth Quarter | | $ | 0.009 | | | $ | 0.001 | | | **Dividends** The Company has not paid any dividends since its incorporation. Any determination to pay any future dividends will remain at the discretion of the Board and will be made based on the Companys financial condition and other factors deemed relevant by the Board. There are currently no restrictions on the ability of the Company to pay dividends except as set out under the Companys governing documents. Future dividend payments will depend on continued compliance with our financial covenants, as well as our earnings, financial condition, capital expenditure requirements, surplus and other factors that our Board considers relevant. **Holders** As of April 21, 2025 there were 141 holders of record of our common stock. **Securities Authorized for Issuance Under Equity Compensation Plan** The Company has issued equity awards in the form of stock options pursuant to The Crypto Company 2017 Equity Incentive Plan (the 2017 Plan), which was approved by stockholders on August 24, 2017. Under the terms of the 2017 Plan, a total of 5,000,000 shares of stock were reserved for issuance and / or as stock options. | 5 | | The following table sets forth information about the 2017 Plan as of December 31, 2024: | | | Number of Shares | | | Weighted Average Exercise Price | | | Weighted Average Remaining Contractual Term (years) | | | Aggregate Intrinsic Value | | | | Options outstanding, at December 31, 2023 | | | 2,281,429 | | | $ | 2.26 | | | | 3.25 | | | | 5,155,003 | | | | Options granted | | | - | | | | - | | | | | | | | | | | | Options cancelled | | | - | | | | - | | | | | | | | | | | | Options exercised | | | - | | | | - | | | | | | | | | | | | Options outstanding, at December 31, 2024 | | | 2,281,429 | | | $ | 2.26 | | | | 2.25 | | | $ | 5,155,003 | | | | Vested and exercisable at December 31, 2024 | | | 2,281,429 | | | $ | 2.26 | | | | 2.25 | | | $ | 5,155,003 | | | As of December 31, 2024, there remain 2,718,571 shares available for issuance under the 2017 Plan or that are not otherwise reserved under outstanding stock options. **Unregistered Sales of Equity Securities.** None **Item 6. [Reserved]** **Item 7. Managements Discussion and Analysis of Financial Condition and Results of Operations Forward-Looking Statements** This report contains forward-looking statements that involve risks and uncertainties. These statements relate to future events or our future financial performance. In some cases, you can identify forward-looking statements by terminology including, could may, will, should, expect, plan, anticipate, believe, estimate, predict, potential and the negative of these terms or other comparable terminology. These statements are only predictions. Actual events or results may differ materially. While these forward-looking statements, and any assumptions upon which they are based, are made in good faith and reflect our current judgment regarding the direction of our business, actual results will almost always vary, sometimes materially, from any estimates, predictions, projections, assumptions or other future performance suggested in this Annual Report. The following discussion should be read in conjunction with the consolidated financial statements and the related notes contained elsewhere in this Annual Report. In addition to historical information, the following discussion contains forward-looking statements based upon current expectations that are subject to risks and uncertainties. Actual results may differ substantially from those referred to herein due to a number of factors, including, but not limited to, risks generally described in this report. We are engaged in the business of providing consulting services and education for blockchain technology and for the building of technological infrastructure and enterprise blockchain technology solutions. We currently generate revenues and incur expenses solely through these consulting and education operations. | 6 | | *Recent Events* **Results of Continuing Operations** **Comparison of the fiscal years ended December 31, 2024 and December 31, 2023** For the year ended December 31, 2024, revenues relating to consulting services were $44,814, compared to $197,459 for the year ended December 31, 2023. The decrease in revenue is mainly attributable to a decrease in online sales due onset of artificial intelligence programs that the Company provides, available at no cost from various providers. Cost of services for the years ended December 31, 2024 and December 31, 2023 were $9,394 and $313,756, respectively. The decrease is attributable to the decrease in revenue offset by a slight increase in training revenue. Cost of services of TechCC, a wholly owned subsidiary of the Company, is comprised of payroll expense. *General and administrative expenses, impairment of goodwill and share-based compensation* For the year ended December 31, 2024, our general and administrative expenses were $890,435 a decrease of 57.5 % compared to $1,548,277 for the year ended December 31, 2023. General and administrative expenses consist primarily of costs relating to professional services, payroll and payroll-related expenses for the Company excluding payroll at TechCC and depreciation and amortization expenses. Professional services included in general and administrative expenses consist primarily of contracting fees, consulting fees, accounting fees, and legal costs. The decrease for the year ended December 31, 2024 reflects decreased costs associated with outside consulting, legal, and accounting costs, and costs incurred to effect the BTA acquisition and other business development efforts. Share-based compensation was $5,285,690 for the year ended December 31, 2024, an increase of 357% compared to $1,155,480 for the year ended December 31, 2023. The increase is primarily attributable to a significant increase in common stock issued for note conversions and the issuance of Preferred A voting stock valued at $3,3032,710 granted to the Companys CEO. See notes to the financial statements, Note 8. Equity. Impairment of goodwill was $$-0- for the year ended December 31, 2024, compared to $1,271,306 for the year ended December 31, 2023. *Other (Expense)* Other expense for the year ended December 31, 2024 was $503,003 compared to $3,093,999 during the same period in 2023. The decrease in other expenses is primarily attributable to a reduction in interest expense. **Liquidity and Capital Resources** Our consolidated financial statements are prepared using the accrual method of accounting in accordance with United States (U.S.) generally accepted accounting principles (GAAP) and have been prepared on a going concern basis, which contemplates the realization of assets and the settlement of liabilities in the normal course of business. The Company has incurred significant losses and experienced negative cash flows since inception. As of December 31, 2024, we had cash on hand of $1,763. Our net loss was $6,643,709 for the year ended December 31, 2024. Our working capital was negative $6,685,767 as of December 31, 2024. During 2024 we funded our operations with various loans as described in this Annual Report on Form 10-K. We intend to continue funding our operations through debt instruments and, if possible, through equity issuances. There can be no assurances that we will be successful in obtaining additional funding, and if funding can be obtained on favorable terms. | 7 | | *Operating Activities* We have incurred, and expect to continue to incur, significant expenses in the areas of professional fees and contracting services. Net cash used operating activities for the year ended December 31, 2024 was $(813,546) compared to net cash used of $(1,642,136) for the year ended December 31, 2023. The improvement in 2024 was due to a decrease in operating losses net of stock based compensation. *Investing Activities* Net cash used in investing activities for the year ended December 31, 2024 was $-0- compared to net cash used of $-0- for the year ended December 31, 2023. *Financing Activities* Net cash provided by financing activities for the year ended December 31, 2024 was $742,339 compared to $1,604,500 for the year ended December 31, 2023. The decrease of $822,460 was primarily the result of a decrease in proceeds from issuance of notes payable. Subsequent to December 31, 2024, we raised approximately $144,000 in cash proceeds from various transactions described in the Notes to the Consolidated Financial Statements- Note 10 Subsequent Events. **Critical Accounting Policies and Estimates** **Stock-Based Compensation** In accordance with ASC No. 718, Compensation-Stock Compensation (ASC 718), the Company measures the compensation costs of stock-based compensation arrangements based on the grant date fair value of granted instruments and recognizes the costs in consolidated financial statements over the period during which employees are required to provide services. Stock-based compensation arrangements include stock options. Equity instruments (instruments) issued to non-employees are recorded on the basis of the fair value of the instruments, as required by ASC 718. ASC No. 505, Equity Based Payments to Non-Employees (ASC 505), defines the measurement date and recognition period for such instruments. In general, the measurement date is (a) when a performance commitment, as defined, is reached or (b) when the earlier of (i) the non-employee performance is complete and (ii) the instruments are vested. The compensation cost is remeasured at fair value at each reporting period when the award vests. As a result, stock option-based payments to non-employees can result in significant volatility in compensation expense. The Company accounts for its stock-based compensation using the Black-Scholes model to estimate the fair value of stock option awards. Using this model, fair value is calculated based on assumptions with respect to the (i) expected volatility of the Companys common stock price, (ii) expected life of the award, which for options is the period of time over which employees and non-employees are expected to hold their options prior to exercise, and (iii) risk-free interest rate. | 8 | | **Fair Value Measurements** The Company recognizes and discloses the fair value of its assets and liabilities using a hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to valuations based upon unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to valuations based upon unobservable inputs that are significant to the valuation (Level 3 measurements). Each level of input has different levels of subjectivity and difficulty involved in determining fair value. | | Level 1 | Inputs are unadjusted, quoted prices for identical assets or liabilities in active markets at the measurable date. | | | | | | | | | Level 2 | Inputs, other than quoted prices included in Level 1 that are observable for the asset or liability through corroboration with market data at the measurement date. | | | | | | | | | Level 3 | Unobservable inputs that reflect managements best estimate of what participants would use in pricing the asset or liability at the measurement date. | | The carrying amounts of the Companys financial assets and liabilities, including cash, accounts payable, and accrued liabilities approximate fair value because of the short maturity of these instruments. **Goodwill and Indefinite-lived intangible Assets** We test for the impairment of our goodwill and indefinite-lived assets at least annually and whenever events or circumstances occur indicating that a possible impairment has been incurred. We perform our annual goodwill impairment test on the first day of our fourth quarter based on the income approach, also known as the discounted cash flow (DCF) method, which utilizes the present value of future cash flows to estimate fair value. We also use the market approach, which utilizes market price data of companies engaged in the same or a similar line of business as that of our company, to estimate fair value. A reconciliation of the two methods is performed to assess the reasonableness of fair value of each of the reporting units. The future cash flows used under the DCF method are derived from estimates of future revenues, operating income, working capital requirements and capital expenditures, which in turn reflect specific global, industry and market conditions. The discount rate developed is based on data and factors relevant to the economies in which the business operates and other risks associated with those cash flows, including the potential variability in the amount and timing of the cash flows. A terminal growth rate is applied to the final year of the projected period and reflects our estimate of stable growth to perpetuity. We then calculate the present value of the respective cash flows for each reporting unit to arrive at the fair value using the income approach and then determine the appropriate weighting between the fair value estimated using the income approach and the fair value estimated using the market approach. Finally, we compare the estimated fair value of our goodwill and indefinite-lived assets to its respective carrying value in order to determine if the goodwill assigned to each reporting unit is potentially impaired. In January 2017, the Financial Accounting Standards Board (FASB) issued ASU 2017-04, Intangibles-Goodwill and Other (Topic 350): Simplifying the Accounting for Goodwill Impairment, which eliminated Step 2 from the goodwill impairment test. If the fair value of the asset exceeds its carrying value, goodwill is not impaired and no further testing is required. If the fair value of the asset is less than the carrying value, an impairment charge is recognized for the amount by which the carrying amount exceeds the assets fair value; however, the loss recognized should not exceed the total amount of goodwill allocated to that asset. | 9 | | Significant assumptions used include managements estimates of future growth rates, the amount and timing of future operating cash flows, capital expenditures, discount rates, as well as market and industry conditions and relevant comparable company multiples for the market approach. Assumptions utilized are highly judgmental, especially given the role technology plays in driving the demand for consulting services in the blockchain technology space. As of December 31, 2023 the Company determined that its investment in BTA was fully impaired and recorded a loss of $1,271,306 in its Statement of Operations. **Revenue Recognition** The Company recognizes consulting revenue when the service is rendered, the fee for arrangement is fixed or determinable, and collectability is reasonably assured. **Income Taxes** Deferred tax assets and liabilities are recognized for expected future consequences of events that have been included in the consolidated financial statements or tax returns. Under the asset and liability method, deferred income tax assets and liabilities are determined based on the differences between the financial reporting and tax bases of assets and liabilities and are measured using the currently enacted tax rates and laws. A valuation allowance is provided for the amount of deferred tax assets that, based on available evidence, are not expected to be realized. The provision for income taxes represents the tax payable for the period and the change during the period in deferred tax assets and liabilities. When tax returns are filed, it is highly certain that some positions taken would be sustained upon examination by the taxing authorities, while others are subject to uncertainty about the merits of the position taken or the amount of the position that would be ultimately sustained. The benefit of a tax position is recognized in the consolidated financial statements in the period during which, based on all available evidence, management believes it is more likely than not that the position will be sustained upon examination, including the resolution of appeals or litigation processes, if any. Tax positions taken are not offset or aggregated with other positions. Tax positions that meet the more-likely-than-not recognition threshold are measured as the largest amount of tax benefit that is more than 50 percent likely of being realized upon settlement with the applicable taxing authority. The portion of the benefits associated with tax positions taken that exceeds the amount measured as described above is reflected as a liability for unrecognized tax benefits along with any associated interest and penalties that would be payable to the taxing authorities upon examination. **Off-Balance Sheet Transactions** We do not have any off-balance sheet transactions. **Trends, Events and Uncertainties** The blockchain technology market is dynamic and unpredictable. Although we undertake compliance efforts, including efforts with commercially reasonable diligence, 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. We cannot assure you that our consulting business will develop as planned, that we will ever earn revenues sufficient to support our operations, or that we will ever be profitable. Furthermore, since we have no committed source of financing, we cannot assure you that we will be able to raise money as and when we need it to continue our operations. If we cannot raise funds as and when we need them, we may be required to severely curtail, or even to cease, our operations. Other than as discussed above and elsewhere in this Annual Report on Form 10-K, we are not aware of any trends, events or uncertainties that are likely to have a material effect on our financial condition. **Item 7A. Quantitative and Qualitative Disclosures about Market Risk.** As a smaller reporting company as defined by Item 10 of Regulation S-K, the Company is not required to provide the information required by this Item. **Item 8. Financial Statements and Supplementary Data** See pages beginning with page F-1. **Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure** None. | 10 | | **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, as of December 31, 2024. Based upon the required restatement of the December 31, 2023 financial statements management determined that the Companys disclosure controls and procedures were not effective as of December 31, 2024. *Managements Annual Report on Internal Control over Financial Reporting* Our management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rule 13a-15(f) or 15d-15(f) promulgated under the Exchange Act. Those rules define internal control over financial reporting as a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of consolidated financial statements for external purposes in accordance with generally accepted accounting principles 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 the assets of the Company; | | | | | | | | | | Provide reasonable assurance that transactions are recorded as necessary to permit preparation of consolidated financial statements in accordance with generally accepted accounting principles, and the receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the Company; and | | | | | | | | | | Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisitions, use or disposition of the companys assets that could have a material effect on the consolidated financial statements. | | Because of its inherent limitations, internal controls over financial reporting may not prevent or detect misstatements. 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. Management assessed the effectiveness of our internal control over financial reporting as of December 31, 2024. In making this assessment, our management used the criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO 2013). As a result of the restatement of the December 31, 2023 financial statements, management has concluded that as of December 31, 2024, our disclosure controls and procedures and internal control over financial reporting were not effective. Changes in Internal Control Over Financial Reporting There was change in our internal control over financial reporting that occurred during the quarter ended December 31, 2024 that has materially affected our internal control over financial reporting. Inherent Limitations of Controls Management does not expect that our disclosure controls and procedures or our internal control over financial reporting will prevent or detect all errors and all fraud. Controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving their objectives and management necessarily applies its judgment in evaluating the cost-benefit relationship of possible controls and procedures. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the Company have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of a simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the controls. The design of any system of controls also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Over time, controls may become inadequate because of changes in conditions, or deterioration in the degree of compliance with the policies or procedures. Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected. Management is in the process of raising capital to hire additional personnel to address its internal control weakness **Item 9B. Other Information** Not applicable. **Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections**. Not applicable. | 11 | | **PART III** **Item 10. Directors, Executive Officers and Corporate** Set forth below is certain information regarding our current executive officers and directors. Each of the directors was elected to serve until our next annual meeting of stockholders or until his or her successor is elected and qualified. Our officers are appointed by, and serve at the pleasure of, the board of directors. | Name | | Age | | Position | | | Ronald Levy | | 65 | | Director, Chief Executive Officer, Interim Chief Financial Officer, Chief Operating Officer and Secretary | | | | | | | | | | Holly Ruxin | | 54 | | Director | | Biographical information with respect to our executive officers and director is provided below. There are no family relationships between any of our executive officers, directors or key employees. **Ron Levy**. Mr. Levy, 65, has served as our Chief Executive Officer and a Director since May 2018 and Interim Chief Financial Officer since December 2019. Mr. Levy has also served as our Chief Operating Officer since June 2017. Mr. Levys experience includes consulting for various emerging growth companies through various growth cycles. He also serves as Chief Operating Officer and beneficial owner at Redwood Fund, LP, a private investment fund and major stockholder of the Company, since February 2014, and Ladyface Capital, LLC, the General Partner of Redwood Fund, LP, since July 2013. **Holly Ruxin.** Ms. Holly Ruxin, 54, has served as a member of the Board since April 2018 and currently serves as Chief Executive Officer of Montcalm TCR, a San Francisco-based wealth management and capital markets trading firm. Ms. Ruxin began her investment career at Goldman Sachs in the fixed income derivatives arena, and she has managed client assets and led private client teams at Morgan Stanley, Montgomery Securities and Bank of America for over twenty years. Ms. Ruxin is also the founder of Trevor TCR, a non-profit organization designed to invest in what matters and achieve transformation through giving. Ms. Ruxin received a Master of Business Administration in Finance from Columbia University and a Bachelor of Arts in Economics from the University of Michigan. We determined that Ms. Ruxin should serve as a director because of her extensive asset management and capital markets experience. **Compliance with Section 16(a) of the Exchange Act.** Our directors and executive officers and any beneficial owner of more than 10% of our common stock, as well as certain affiliates of those persons, must file reports with the SEC showing the number of shares of common stock they beneficially own and any changes in their beneficial ownership. Based on our review of these reports and written representations of our directors and executive officers, we believe that all required reports in 2024 were filed in a timely manner. **Code of Ethics** The Company has adopted a Code of Conduct and Ethics that applies to every director, officer and employee of the Company. Such Code of Conduct and Ethics includes written standards that are reasonably designed to deter wrongdoing and to promote: | | | Honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships; | | | | | | | | | | Full, fair, accurate, timely, and understandable disclosure in reports and documents that the Company files with, or submits to, the SEC and in other public communications made by the Company; | | | | | | | | | | Compliance with applicable governmental laws, rules and regulations; | | | | | | | | | | The prompt internal reporting of violations of the code to an appropriate person or persons identified in the code; and | | | | | | | | | | Accountability for adherence to the code. | | A copy of the Code of Conduct and Ethics is available on the Companys website at www.thecryptocompany.com. **Director Nominations** The Company does not have any defined procedures by which stockholders may submit nominations for directors and there has been no change to that policy. **Audit Committee and Audit Committee Financial Expert** The board of directors has an Audit Committee comprised of one independent board member, Holly Ruxin who is a financial expert. Ms. Ruxin oversees the accounting and financial reporting processes of the Company and the audits of the Companys consolidated financial statements. | 12 | | **Item 11. Executive Compensation 2024 Summary Compensation Table** The following table provides information regarding the total compensation for services rendered in all capacities that was earned during the fiscal year indicated by our named executive officers for 2024. | Name and Principal Position | | Year | | | Salary | | | Bonus ($) | | | Stock Awards ($) | | | Option Awards ($)(4) | | | Non-Equity Incentive Plan Compensation ($) | | | All Other Compensation ($) | | | Total ($) | | | | Ron Levy, (Chief Executive, Interim Chief | | 2024 | | | $ | 360,000 | (2) | | | - | | | | - | | | | - | | | | - | | | | - | | | $ | 360,000 | | | | Financial Officer, and Chief Operating Officer(1) | | 2023 | | | $ | 360,000 | (2) | | | - | | | | - | | | | - | | | | - | | | | - | | | $ | 360,000 | | | | | (1) | Appointed as Chief Executive Officer on May 21, 2018. | | | | | | | | | (2) | The total CEOs salary for the years ended December 31, 2024 and December 31, 2023 was $360,000 per year. The total salary for the two years amounted to $1,080,000 of which $751,716 of this amount has been deferred and is recorded in accrued expenses on the Companys balance sheet as of December 31, 2024. | | **** **Outstanding Equity Awards at Fiscal Year-End** During the year ended December 31, 2020, the Company issued a total of 500,000 stock options to non-employee members of its board of directors, 1,250,000 stock options to its chief executive officer, and 170,000 stock options to others. **Employee Benefits** We currently do not offer any employee benefit plans, including any 401(k) plan. **Director Compensation Policy** The board of directors of the Company does not have a compensation committee. The board of directors determines the amount and form of executive and director compensation. As previously disclosed, the Company entered into a Director Services Agreement with Holly Ruxin, effective April 7, 2018 pursuant to the Director Service Agreements, each director is be entitled to receive (i) a fee of $80,000 per annum, payable quarterly, and (ii) a ten-year option to purchase 100,000 shares of common stock of the Company at an exercise price of $10.00 per share, which option shall be fully vested on the six-month anniversary of the date of grants. | 13 | | The table below summarizes the compensation earned or paid to our non-employee directors for the fiscal year ended December 31, 2023: | Name | | Fees Earned or Paid in Cash ($) | | | Stock Awards ($) | | | Total ($) | | | | Holly Ruxin | | | 80,004 | | | | - | | | | 80,004 | (1) | | | | (1) | As of December 31, 2024, a total of $320,349 of Directors fees from prior and current periods was accrued and remains unpaid as of the date of this Report. | | **** **Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters** The disclosure in Item 5 under the heading Securities Authorized for Issuance Under Equity Compensation Plans is hereby incorporated by reference. **Security Ownership of Certain Beneficial Owners and Management** The following table sets forth certain information as of, 2025 regarding the beneficial ownership of our common stock by the following persons: | | | each stockholder or group of stockholders who, to our knowledge, owns more than 5% of our common stock; | | | | | each of our named executive officers; | | | | | each director; and | | | | | all of our executive officers and directors as a group. | | Beneficial ownership is determined in accordance with the rules of the SEC, and thus represents voting or investment power with respect to our securities. Unless otherwise indicated in the footnotes to the following table, each person named in the table has sole voting and investment power. The address for each of our named executive officers and directors is c/o The Crypto Company, 23823 Malibu Road #50477, Malibu, California 90265. Shares of common stock subject to options, warrants or other rights currently exercisable or exercisable within 60 days of March 31, 2025, are deemed to be beneficially owned and outstanding for computing the share ownership and percentage of the stockholder holding the options, warrants or other rights, but are not deemed outstanding for computing the percentage of any other stockholder. | 14 | | | Name of Beneficial Owner | | Amount and Nature of Beneficial Ownership | | | Percentage of Common Stock Outstanding | | | | | | | | | | | | | Ron Levy (1) | | | 537,932,427 | | | | 15.7 | % | | | | | | | | | | | | | | Holly Ruxin (2) | | | 120,224,210 | | | | 3.5 | % | | | | | | | | | | | | | | All Directors and Executive Officers as a Group | | | 658,156,637 | | | | 19.2 | % | | | | (1) | Mr. Levy may be deemed to have voting and investment power over 3,031,810 shares beneficially owned by Redwood Fund LP LLC, which is a member of Imperial Strategies, LLC with a majority ownership interest and may be deemed to have voting and investment power over the 2,085,617 shares beneficially owned by Imperial Strategies, LLC. Includes vested options to purchase 1,250,000 shares of Common Stock that may be exercised at any time. | | | | | | | | | (2) | Includes vested options to purchase 350,000 shares of Common Stock that may be exercised at any time. | | **Compliance with Section 16(a) of the Exchange Act.** Our directors and executive officers and any beneficial owner of more than 10% of our common stock, as well as certain affiliates of those persons, must file reports with the SEC showing the number of shares of common stock they beneficially own and any changes in their beneficial ownership. Based on our review of these reports and written representations of our directors and executive officers, we believe that all required reports in 2024 were filed in a timely manner. **Change in Control** As of the date of this report, we are not aware of any arrangements, including any pledge by any person of our securities, the operation of which may at a subsequent date result in a change in control of the Company. **Item 13. Certain Relationships and Related Transactions, and Director Independence** SEC regulations define the related person transactions that require disclosure to include any transaction, arrangement or relationship in which the amount involved exceeds the lesser of $120,000 or 1% of the average of our total assets at year-end for the last two completed fiscal years in which we were or are to be a participant and in which a related person had or will have a direct or indirect material interest. A related person is: (i) an executive officer, director or director nominee of the Company, (ii) a beneficial owner of more than 5% of our common stock, (iii) an immediate family member of an executive officer, director or director nominee or beneficial owner of more than 5% of our common stock, or (iv) any entity that is owned or controlled by any of the foregoing persons or in which any of the foregoing persons has a substantial ownership interest or control. There have been no related party transactions. | 15 | | *Policies and Procedures for Related Person Transactions* While our board of directors has not adopted a formal written related person transaction policy that sets forth the policies and procedures for the review and approval or ratification of related person transactions, it the Companys practice and procedure to present all transactions arrangements, relationships or any series of similar transactions, arrangements or relationships, in which the Company was or is to be a participant and a related person had or will have a direct or indirect material interest, to the board of directors for approval. **Director Independence** Our determination of the independence of our directors is made using the definition of independent contained in the listing standards of the Nasdaq Stock Market. On the basis of that information, the board has determined that Holly Ruxin is independent within the meaning of such rules. **Item 14. Principal Accounting Fees and Services** The following table sets forth fees billed and to be billed to us by our independent registered public accounting firm for the years ended December 31, 2024 and 2023 for (i) services rendered for the audit of our annual consolidated financial statements and the review of our quarterly consolidated financial statements, (ii) services rendered that are reasonably related to the performance of the audit or review of our consolidated financial statements that are not reported as Audit Fees, and (iii) services rendered in connection with tax preparation, compliance, advice and assistance. | | | Year Ended December 31, | | | | | | 2024 | | | 2023 | | | | Audit fees | | $ | 156,000 | | | $ | 115,000 | | | | Total fees | | $ | 156,000 | | | $ | 115,000 | | | **** **Audit Fees:** Represents fees for professional services provided for the audit of our annual consolidated financial statements, review of our consolidated financial statements included in our quarterly reports and services in connection with statutory and regulatory filings. The board of directors has an Audit Committee comprised of one independent board member, Holly Ruxin. Ms. Ruxin serves as the Chair of the Audit Committee. The Audit Committee oversees the accounting and financial reporting processes of the Company and the audits of the Companys consolidated financial statements. The Audit Committee of the Company oversees the accounting and financial reporting processes of the Company and approves all auditing services and the terms thereof and non-audit services (other than non-audit services published under Section 10A(g) of the Exchange Act or the applicable rules of the SEC or the Public Company Accounting Oversight Board) to be provided to us by the independent auditor; provided, however, the pre-approval requirement is waived with respect to the provisions of non-audit services for us if the de minimis provisions of Section 10A(i)(1)(B) of the Exchange Act are satisfied. | 16 | | **PART IV** **Item 15. Exhibits, Financial Statement Schedules** **Financial Statements** See pages beginning with page F-1. **Exhibit Index** | Exhibit | | | | | | | No. | | Description of Exhibit | | Form | | Exhibit | | Filing Date | | | 2.1 | | Share Purchase Agreement, dated as of June 7, 2017, by and among Croe, Inc., The Crypto Company and John B. Thomas P.C., in its sole capacity as representative for certain shareholders of the Croe, Inc. listed on Schedule I thereto | | 8-K | | 2.1 | | 6/9/17 | | | | | | | | | | | | | | 2.2 | | Share Purchase Agreement, dated as of June 7, 2017, by and among Croe, Inc., The Crypto Company, Uptick Capital, LLC and John B. Thomas P.C., in its sole capacity as representative for certain shareholders of the Croe, Inc. listed on Schedule I thereto | | 8-K | | 2.2 | | 6/9/17 | | | | | | | | | | | | | | 2.3 | | Share Exchange Agreement, dated as of June 7, 2017, by and between Croe, Inc. and Michael Poutre, in his sole capacity as representative for the shareholders of Crypto | | 8-K | | 2.3 | | 6/9/17 | | | | | | | | | | | | | | 2.4 | | Equity Purchase Agreement, dated as of December 22, 2017, by and among The Crypto Company, CoinTracking, LLC, Kachel Holding GmbH and Dario Kachel | | 8-K | | 2.1 | | 1/16/18 | | | | | | | | | | | | | | 2.5 | | Purchase and assignment of shares, agreements on a purchase price of loan agreement and compensation agreement, dated as of December 28, 2018, by and among CoinTracking, LLC, Kachel Holding GmbH and CoinTracking GmbH | | 8-K | | 2.1 | | 1/4/19 | | | | | | | | | | | | | | 2.6 | | Stock Purchase Agreement by and among The Crypto Company, Blockchain Training Alliance, Inc. and certain stockholders dated March 15, 2021 | | 10-K | | 2.6 | | 3/30/2021 | | | | | | | | | | | | | | 3.1 | | Articles of Conversion (Utah) | | 8-K | | 3.1 | | 10/11/17 | | | | | | | | | | | | | | 3.2 | | Articles of Conversion (Nevada) | | 8-K | | 3.2 | | 10/11/17 | | | | | | | | | | | | | | 3.3 | | Articles of Incorporation of The Crypto Company | | 8-K | | 3.3 | | 10/11/17 | | | | | | | | | | | | | | 3.4 | | Certificate of Amendment to Articles of Incorporation of Crypto Sub, Inc. | | 8-K | | 3.4 | | 10/11/17 | | | | | | | | | | | | | | 3.5 | | Certificate of Amendment to Articles of Incorporation of Crypto Sub, Inc. | | 8-K | | 3.1 | | 2/7/2023 | | | | | | | | | | | | | | 3.6 | | Amended and Restated Bylaws | | 8-K | | 3.1 | | 2/28/18 | | | | | | | | | | | | | | 3.7 | | Certificate of Amendment to Articles of Incorporation | | 8-K | | 3.01 | | 9/6/24 | | | | | | | | | | | | | | 10.1 | | Form of Securities Purchase Agreement by and between the Company and each purchaser thereunder (September 8, 2017) | | 8-K | | 10.1 | | 9/29/17 | | | | | | | | | | | | | | 10.2 | | Form of Securities Purchase Agreement by and between the Company and each purchaser thereunder (September 20, 2017) | | 8-K | | 10.2 | | 9/29/17 | | | | | | | | | | | | | | 10.3 | | Form of Securities Purchase Agreement by and between the Company and each purchaser thereunder (September 25, 2017) | | 8-K | | 10.3 | | 9/29/17 | | | | | | | | | | | | | | 10.4 | | Form of Common Stock Purchase Warrant (September 25, 2017) | | 8-K | | 10.4 | | 9/29/17 | | | | | | | | | | | | | | 10.5 | | Form of Securities Purchase Agreement by and between the Company and each purchaser thereunder (December 12, 2017) | | 8-K | | 10.1 | | 12/13/17 | | | | | | | | | | | | | | 10.6 | | Form of Non-Qualified Stock Option Agreement | | 8-K | | 10.1 | | 4/17/18 | | | | | | | | | | | | | | 10.7 | | Separation Agreement and General Mutual Release | | 8-K | | 10.1 | | 5/25/18 | | | | | | | | | | | | | | 10.8 | | Form of Director Services Agreement | | 8-K | | 10.2 | | 5/25/18 | | | 17 | | | 10.9 | | Securities Purchase Agreement, dated February 29, 2024, between The Crypto Company and AJB Capital Investments, LLC | | 10-K | | 10.9 | | 4/16/24 | | | | | | | | | | | | | | 10.10 | | Promissory Note in favor of AJB Capital Investments, LLC, dated February 29, 2024 | | 10-K | | 10.10 | | 4/16/24 | | | | | | | | | | | | | | 10.11 | | Security Agreement, dated February 29, 2024, between The Crypto Company and AJB Capital Investments, LLC | | 10-K | | 10.11 | | 4/16/24 | | | | | | | | | | | | | | 10.12 | | Securities Purchase Agreement, dated February 23, 2024, between The Crypto Company and AJB Capital Investments, LLC | | 10-K | | 10.12 | | 4/16/24 | | | | | | | | | | | | | | 10.13 | | Promissory Note in favor of AJB Capital Investments, LLC, dated February 23, 2024 | | 10-K | | 10.13 | | 4/16/24 | | | | | | | | | | | | | | 10.14 | | Security Agreement, dated February 23, 2024, between The Crypto Company and AJB Capital Investments, LLC | | 10-K | | 10.14 | | 4/16/24 | | | | | | | | | | | | | | 10.15 | | License Agreement with AllFi Holdings LLC | | 8-K | | 10.1 | | 2/29/24 | | | | | | | | | | | | | | 10.16 | | Voluntary Mutual Termination and Release Agreement with TelBill, LLC | | 8-K | | 10.2 | | 2/29/24 | | | | | | | | | | | | | | 10.17 | | Securities Purchase Agreement, dated February 1, 2024, between The Crypto Company and AJB Capital Investments, LLC | | 10-K | | 10.17 | | 4/16/24 | | | | | | | | | | | | | | 10.18 | | Promissory Note in favor of AJB Capital Investments, LLC, dated February 1, 2024 | | 10-K | | 10.18 | | 4/16/24 | | | | | | | | | | | | | | 10.19 | | Security Agreement, dated February 1, 2024, between The Crypto Company and AJB Capital Investments, LLC | | 10-K | | 10.19 | | 4/16/24 | | | | | | | | | | | | | | 10.20 | | Securities Purchase Agreement, dated November 13, 2023, between The Crypto Company and AJB Capital Investments, LLC | | 10-K | | 10.20 | | 4/16/24 | | | | | | | | | | | | | | 10.21 | | Promissory Note in favor of AJB Capital Investments, LLC, dated November 13, 2023 | | 10-K | | 10.21 | | 4/16/24 | | | | | | | | | | | | | | 10.22 | | Security Agreement, dated November 13, 2023, between The Crypto Company and AJB Capital Investments, LLC | | 10-K | | 10.22 | | 4/16/24 | | | | | | | | | | | | | | 10.23 | | Intellectual Property Assignment Agreement by and between The Crypto Company and AllFi Technologies, Inc. | | 8-K | | 10.1 | | 10/10/23 | | | | | | | | | | | | | | 10.24 | | Subscription Agreement by and between the Crypto Company and AllFi Technologies, Inc. | | 8-K | | 10.2 | | 10/10/23 | | | | | | | | | | | | | | 10.25 | | Code Licensing Commercial Agreement by and between The Crypto Company and TelBill, LLC | | 8-K | | 10.1 | | 9/7/23 | | | | | | | | | | | | | | 10.26 | | Securities Purchase Agreement, dated June 26, 2023, between The Crypto Company and AJB Capital Investments, LLC | | 10-K | | 10.26 | | 4/16/24 | | | | | | | | | | | | | | 10.27 | | Promissory Note in favor of AJB Capital Investments, LLC, dated June 26, 2023 | | 10-K | | 10.27 | | 4/16/24 | | | | | | | | | | | | | | 10.28 | | Security Agreement, dated June 26, 2023, between The Crypto Company and AJB Capital Investments, LLC | | 10-K | | 10.28 | | 4/16/24 | | | | | | | | | | | | | | 10.29 | | Second Amendment to Promissory Note in favor of AJB Capital Investments, LLC, dated April 14, 2023 | | 10-K | | 10.29 | | 4/16/24 | | | | | | | | | | | | | | 10.30 | | Securities Purchase Agreement dated April 12, 2024, between The Crypto Company and AJB Capital Investments, LLC. | | 10-K | | 10.30 | | 4/16/24 | | | | | | | | | | | | | | 10.31 | | Promissory Note in favor of AJB Capital Investments, LLC, dated April 12, 2024. | | 10-K | | 10.31 | | 4/16/24 | | | | | | | | | | | | | | 10.32 | | Security Agreement dated April 12, 2024, between The Crypto Company and AJB Capital Investments, LLC. | | 10-K | | 10.32 | | 4/16/24 | | | | | | | | | | | | | | 10.33 | | First Amendment to Promissory Note, dated May 1, 2024, by and between the Crypto Company and AJB Investments LLC | | 8-K | | 10.1 | | 5/7/24 | | | | | | | | | | | | | | 10.34 | | Second Amendment to Promissory Note, dated May 15, 2024, by and between the Crypto Company and AJB Investments LLC | | 8-K | | 10.1 | | 5/23/24 | | | 18 | | | 10.35 | | Settlement and Release Agreement by and between AllFi Technologies, AllFi Holdings LLC, and the Company | | 8-K | | 10.1 | | 6/10/24 | | | | | | | | | | | | | | 10.36 | | Contribution and Assignment Agreement by and between the Company, AllFi Technologies, and AllFi Holdings | | 8-K | | 10.2 | | 6/10/24 | | | | | | | | | | | | | | 10.37 | | Stock Purchase Agreement by and between AllFi Technologies and AllFi Holdings | | 8-K | | 10.3 | | 6/10/24 | | | | | | | | | | | | | | 10.38 | | Form of Stock Agreement (for awards granted to certain employees and contractors on June 28, 2024) | | 10-Q | | 10.1 | | 8/19/24 | | | | | | | | | | | | | | 10.39 | | Promissory Note in favor of AJB Capital Investments, LLC, dated June 18, 2024. | | 10-Q | | 10.2 | | 8/19/24 | | | | | | | | | | | | | | 10.40 | | Securities Purchase Agreement dated June 18, 2024, between The Crypto Company and AJB Capital Investments. | | 10-Q | | 10.3 | | 8/19/24 | | | | | | | | | | | | | | 10.41 | | Promissory Note in favor of AJB Capital Investments, LLC, dated May 31, 2024. | | 10-Q | | 10.7 | | 8/19/24 | | | | | | | | | | | | | | 10.42 | | Securities Purchase Agreement dated May 31, 2024, between The Crypto Company and AJB Capital Investments | | 10-Q | | 10.8 | | 8/19/24 | | | | | | | | | | | | | | 10.43 | | Promissory Note dated July 15, 2024, between The Crypto Company and AJB Capital Investments, LLC | | 10-Q | | 10.1 | | 11/19/24 | | | | | | | | | | | | | | 10.44 | | Securities Purchase Agreement dated July 15, 2024, between The Crypto Company and AJB Capital Investments, LLC. | | 10-Q | | 10.2 | | 11/19/24 | | | | | | | | | | | | | | 10.45 | | Security Agreement dated July 15, 2024, between The Crypto Company and AJB Capital Investments, LLC | | 10-Q | | 10.3 | | 11/19/24 | | | | | | | | | | | | | | 10.46 | | Promissory Note dated August 28, 2024, between The Crypto Company and AJB Capital Investments, LLC | | 10-Q | | 10.4 | | 11/19/24 | | | | | | | | | | | | | | 10.47 | | Securities Purchase Agreement dated August 28, 2024, between The Crypto Company and AJB Capital Investments, LLC | | 10-Q | | 10.5 | | 11/19/24 | | | | | | | | | | | | | | 10.48 | | Security Agreement dated August 28, 2024, between The Crypto Company and AJB Capital Investments, LLC | | 10-Q | | 10.6 | | 11/19/24 | | | | | | | | | | | | | | 10.49 | | Stock Agreement dated September 5, 2024, between The Crypto Company and Ronald Levy | | 10-Q | | 10.7 | | 11/19/24 | | | | | | | | | | | | | | 10.50 | | First Amendment to Promissory Note, dated November 18, 2024, by and between the Crypto Company and AJB Investments LLC | | 8-K | | 10.1 | | 11/22/24 | | | 19 | | | 10.51 | | Promissory Note dated December 4, 2024, between The Crypto Company and AJB Capital Investments, LLC | | * | | | | | | | | | | | | | | | | | | 10.52 | | Security Agreement dated December 4, 2024, between The Crypto Company and AJB Capital Investments, LLC | | * | | | | | | | | | | | | | | | | | | 10.53 | | Securities Purchase Agreement dated December 4, 2024, between The Crypto Company and AJB Capital Investments, LLC | | * | | | | | | | | | | | | | | | | | | 10.54 | | Promissory Note dated November 1, 2024, between The Crypto Company and AJB Capital Investments, LLC | | * | | | | | | | | | | | | | | | | | | 10.55 | | Securities Purchase Agreement dated November 1, 2024, between The Crypto Company and AJB Capital Investments, LLC | | * | | | | | | | | | | | | | | | | | | 10.56 | | Security Agreement dated November 1, 2024, between The Crypto Company and AJB Capital Investments, LLC | | * | | | | | | | | | | | | | | | | | | 10.57 | | Promissory Note dated January 30, 2024, between The Crypto Company and AJB Capital Investments, LLC | | | | | | | | | | | | | | | | | | | | 10.58 | | Security Agreement dated January 30, 2024, between The Crypto Company and AJB Capital Investments, LLC | | | | | | | | | | | | | | | | | | | | 10.59 | | Securities Purchase Agreement dated January 30, 2024, between The Crypto Company and AJB Capital Investments, LLC | | | | | | | | | | | | | | | | | | | | 10.60 | | First Amendment to Promissory Note, dated October 1, 2024, by and between the Crypto Company and AJB Investments LLC | | * | | | | | | | | | | | | | | | | | | 10.61 | | Second Amendment to Promissory Note, dated October 10, 2024, by and between the Crypto Company and AJB Investments LLC | | * | | | | | | | | | | | | | | | | | | 10.62 | | Fifth Amendment to Promissory Note, executed on May 13, 2025, by and between the Crypto Company and AJB Capital Investments LLC. | | 8-K | | 10.1 | | 05/19/2025 | | | | | | | | | | | | | | 10.63 | | Pre-Funded Warrant issued AJB Capital Investments LLC, executed on May 13, 2025. | | 8-K | | 10.2 | | 05/19/2025 | | | | | | | | | | | | | | 10.64 | | Fourth Amendment to Promissory Note, dated March 10, 2025, by and between the Crypto Company and AJB Investments LLC. | | 8-K | | 10.1 | | 03/13/2025 | | | | | | | | | | | | | | 10.65 | | Consulting Agreement between the Company and David Natan, effective as of March 12, 2025. | | 8-K | | 10.2 | | 03/13/2025 | | | | | | | | | | | | | | 10.66 | | Third Amendment to Promissory Note, dated February 11, 2025, by and between the Crypto Company and AJB Investments LLC. | | 8-K | | 10.1 | | 02/13/2025 | | | | | | | | | | | | | | 10.67 | | Consulting Agreement dated as of January 23, 2025. | | 8-K | | 10.1 | | 01/29/2025 | | | | | | | | | | | | | | 10.68 | | Second Amendment to Promissory Note, dated October 10, 2024, by and between the Crypto Company and AJB Investments LLC. | | 8-K | | 10.2 | | 01/29/2025 | | | | | | | | | | | | | | 10.69 | | Second Amendment to Promissory Note, dated January 8, 2025, by and between the Crypto Company and AJB Investments LLC. | | 8-K | | 10.1 | | 01/13/2025 | | | | | | | | | | | | | | 21.1 | | List of Subsidiaries of The Crypto Company | | * | | | | | | | | | | | | | | | | | | 31 | | Certification of the Chief Executive Officer, Interim Chief Financial Officer and Chairman of the Board pursuant to section 302 of the Sarbanes-Oxley Act of 2002 | | * | | | | | | | 32 | | Certification of the Chief Executive Officer, Interim Chief Financial Officer and Chairman of the Board pursuant to section 906 of the Sarbanes-Oxley Act of 2002 | | ** | | | | | | | | | | | | | | | | | | 101.INS | | Inline XBRL Instance Document | | | | | | | | | 101.SCH | | Inline XBRL Taxonomy Extension Schema Document | | | | | | | | | 101.CAL | | Inline XBRL Taxonomy Extension Calculation Linkbase Document | | | | | | | | | 101.DEF | | Inline XBRL Taxonomy Extension Definition Linkbase Document | | | | | | | | | 101.LAB | | Inline XBRL Taxonomy Extension Label Linkbase Document | | | | | | | | | 101.PRE | | Inline XBRL Taxonomy Extension Presentation Linkbase Document | | | | | | | | | 104 | | Cover Page Interactive Data File (embedded within the Inline XBRL document) | | | | | | | | * Filed herewith ** Furnished, not filed. **Item 16. Form 10-K Summary** None. | 20 | | **SIGNATURES** Pursuant to the requirements of Section 13 or 15(d) of the Exchange Act, the Registrant caused this report to be signed on its behalf by the undersigned, thereto duly authorized, on June 13, 2025. | | THE CRYPTO COMPANY | | | | (Registrant) | | | | | | | | | By: | /s/ Ron Levy | | | | | Ron Levy | | | | | Chief Executive Officer | | Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed by the following persons on behalf of the Registrant in the capacities indicated on June 13, 2025. | Signature | | Title | | | | | | | | /s/ Ron Levy | | Chief Executive Officer, Interim Chief Financial Officer and Chairman of the Board | | | Ron Levy | | (Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer) | | | | | | | | /s/ Holly Ruxin | | | | | Holly Ruxin | | Director | | | 21 | | **THE CRYPTO COMPANY** **INDEX TO CONSOLIDATED FINANCIAL STATEMENTS** | | Page | | | Report of Independent Registered Public Accounting Firm (PCAOB ID No. 6797) | F-2 | | | Consolidated Balance Sheets December 31, 2024 and 2023 | F-3 | | | Consolidated Statement of Operations For the Years Ended December 31, 2024 and December 31, 2023 | F-4 | | | Consolidated Statement of Stockholders Equity (Deficit) For the Years Ended December 31, 2024 and December 31, 2023 | F-5 | | | Consolidated Statement of Cash Flows For Years Ended December 31, 2024 and 2023 | F-6 | | | Notes to Consolidated Financial Statements | F-7 F-23 | | | F-1 | | | | | **REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM** **** Board of Directors and Shareholders The Crypto Company 23838 Malibu Road #50477, Malibu, CA 90265 **Opinion on the Financial Statements** We have audited the accompanying balance sheets of The Crypto Company (the Company) as of December 31, 2024 and 2023, and the related statements of operations and comprehensive loss, changes in stockholders equity and cash flows for the years ended, and the related notes to the financial statements (collectively referred to as the financial statements). In our opinion, the financial statements present fairly, in all material respects, the financial position of The Crypto Company as of December 31, 2024 and 2023, and the results of its operations and its cash flows for the years then ended, in conformity with accounting principles generally accepted in the United States of America. **Going Concern** The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 2 to the financial statements, the Company has suffered recurring losses from operations, negative cash flows from operations and has a significant accumulated deficit, that raises substantial doubt about its ability to continue as a going concern. Managements plans in regard to these matters are also described in Note 2. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. **Basis for Opinion** These financial statements are the responsibility of the Companys management. Our responsibility is to express an opinion on these financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the entitys internal control over financial reporting. Accordingly, we express no such opinion. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion. **Critical Audit Matters** Critical audit matters are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. We determined that there are no critical audit matters. /s/ Bush & Associates CPA LLC We have served as the Companys auditor since 2025. Henderson, Nevada June 13, 2025 PCAOB ID Number 6797 | F-2 | | | | | **THE CRYPTO COMPANY** **CONSOLIDATED BALANCE SHEETS** | | | December 31, 2024 | | | December 31, 2023 | | | | | | | | | | | (Restated) | | | | ASSETS | | | | | | | | | | | CURRENT ASSETS | | | | | | | | | | | Cash and cash equivalents | | $ | 1,763 | | | $ | 72,970 | | | | Total current assets | | | 1,763 | | | | 72,970 | | | | TOTAL ASSETS | | $ | 1,763 | | | $ | 72,970 | | | | | | | | | | | | | | | LIABILITIES AND STOCKHOLDERS DEFICIT | | | | | | | | | | | | | | | | | | | | | | CURRENT LIABILITIES | | | | | | | | | | | Accounts payable and accrued expenses | | $ | 3,549,339 | | | $ | 3,022,865 | | | | Other liabilities | | | 207,938 | | | | 207,938 | | | | Notes payable, net | | | 2,805,253 | | | | 2,968,271 | | | | Convertible debt | | | 125,000 | | | | - | | | | Total current liabilities | | | 6,687,530 | | | | 6,199,074 | | | | Convertible debt | | | - | | | | 125,000 | | | | Notes payable - other | | | 12,625 | | | | 13,333 | | | | TOTAL LIABILITIES | | | 6,700,155 | | | | 6,337,407 | | | | | | | | | | | | | | | STOCKHOLDERS DEFICIT | | | | | | | | | | | Preferred A voting stock, $0.001; 10 shares authorized, 10 and -0- shares issued and outstanding, respectively as of December 31, 2024, and 2023 | | | - | | | | - | | | | Common stock, $0.001 par value; 19,000,000,000 shares authorized, 3,032,746,878 and 565,709,873 shares issued and outstanding, respectively as of December 31, 2024, and 2023 | | | 3,032,746 | | | | 565,710 | | | | Additional paid-in-capital | | | 43,675,323 | | | | 39,932,605 | | | | Accumulated deficit | | | (53,406,461 | ) | | | (46,762,752 | ) | | | TOTAL STOCKHOLDERS DEFICIT | | | (6,698,392 | ) | | | (6,264,437 | ) | | | TOTAL LIABILITIES AND STOCKHOLDERS DEFICIT | | $ | 1,763 | | | $ | 72,970 | | | The accompanying notes are an integral part of the consolidated financial statements. | F-3 | | | | | **THE CRYPTO COMPANY** **CONSOLIDATED STATEMENTS OF OPERATIONS** | | | December 31, 2024 | | | December 31, 2023 | | | | | | For the period months ended | | | | | | December 31, 2024 | | | December 31, 2023 | | | | | | | | | (Restated) | | | | Revenue: | | | | | | | | | | | Services | | $ | 44,814 | | | $ | 197,459 | | | | Cost of services | | | 9,394 | | | | 313,756 | | | | Gross margin | | | 35,419 | | | | (116,297 | ) | | | | | | | | | | | | | | Operating expenses: | | | | | | | | | | | General and administrative expenses | | | 890,435 | | | | 1,548,277 | | | | Amortization | | | - | | | | 43,332 | | | | Impairmentof goodwill | | | - | | | | 1,271,306 | | | | Share-based compensation - employee | | | 4,383,005 | | | | 6,761 | | | | Share-based compensation - non-employee | | | 902,685 | | | | 1,148,719 | | | | Share-based compensation | | | 902,685 | | | | 1,148,719 | | | | Total Operating Expenses | | | 6,176,125 | | | | 4,018,395 | | | | Operating loss | | | (6,140,706 | ) | | | (4,134,692 | ) | | | Other income | | | - | | | | 28,375 | | | | Loss on sale of equipment | | | - | | | | (31,000 | ) | | | Interest expense | | | (503,003 | ) | | | (3,093,999 | ) | | | Loss before provision for income taxes | | | (6,643,709 | ) | | | (7,231,317 | ) | | | Provision for income taxes | | | - | | | | - | | | | Net loss | | $ | (6,643,709 | ) | | $ | (7,231,317 | ) | | | | | | | | | | | | | | Net loss per share | | $ | (0.00 | ) | | $ | (0.05 | ) | | | Weighted average common shares outstanding basic and diluted | | | 1,943,159,789 | | | | 134,932,832 | | | The accompanying notes are an integral part of the consolidated financial statements. | F-4 | | | | | **THE CRYPTO COMPANY** **CONSOLIDATED STATEMENTS OF STOCKHOLDERS EQUITY** | | | | | | | | | | | Shares | | | Amount | | | capital | | | Deficit | | | Equity | | | | | | | | | | | | | | | | | | | | Additional | | | | | | Total | | | | | | Preferred A stock | | | Common stock | | paid-in- | | | Accumulated | | | Stockholders | | | | | | Shares | | | Amount | | Shares | | | Amount | | | capital | | | Deficit | | | Deficit | | | | Balance, December 31, 2022 | | | - | | | $ | - | | | | 23,950,380 | | | $ | 23,950 | | | $ | 36,448,046 | | | $ | (39,531,436 | ) | | $ | (3,059,440 | ) | | | Stock issued for cash at $5.00 per share | | | | | | | | | | | 125,000 | | | | 125 | | | | 24,875 | | | | | | | | 25,000 | | | | Stock issued for cash | | | - | | | | - | | | | 125,000 | | | | 125 | | | | 24,875 | | | | | | | | 25,000 | | | | Stock compensation expense in connection with issuance of common stock | | | | | | | | | | | 13,665,157 | | | | 13,666 | | | | 396,409 | | | | | | | | 410,075 | | | | Debt discount for warrants | | | | | | | | | | | | | | | | | 2,041,490 | | | | | | | | 2,041,490 | | | | Stock issued for loan payments | | | | | | | | | | | 496,969,336 | | | | 496,969 | | | | 1,003,185 | | | | | | | | 1,500,154 | | | | Stock issued for accrued salary | | | | | | | | | | | 31,000,000 | | | | 31,000 | | | | 18,600 | | | | | | | | 49,600 | | | | Net loss | | | - | | | | - | | | | | | | | | | | | | | | | (7,231,317 | ) | | | (7,231,317 | ) | | | Balance, December 31, 2023 - Restated | | | - | | | $ | - | | | | 565,709,873 | | | $ | 565,710 | | | $ | 39,932,605 | | | $ | (46,762,752 | ) | | $ | (6,264,437 | ) | | | | | | | | | | | | | | | | | | | Additional | | | | | | Total | | | | | | Preferred A stock | | | Common stock | | | paid-in- | | | Accumulated | | | Stockholders | | | | | | Shares | | | Amount | | | Shares | | | Amount | | | capital | | | Deficit | | | Deficit | | | | Balance, December 31, 2023 - Restated | | | - | | | $ | - | | | | 565,709,873 | | | $ | 565,710 | | | $ | 39,932,605 | | | $ | (46,762,752 | ) | | $ | (6,264,437 | ) | | | Balance | | | - | | | | - | | | | 565,709,873 | | | $ | 565,710 | | | $ | 39,932,605 | | | $ | (46,762,752 | ) | | $ | (6,264,437 | ) | | | Stock compensation expense in connection with issuance of common stock | | | | | | | | | | | | | | - | | | | 332,732 | | | | | | | | 332,732 | | | | Stock compensation expense in connection with issuance of Preferred A voting stock | | | 10 | | | | | | | | | | | | | 3,032,710 | | | | | | | | 3,032,710 | | | | Additional paid in capital | | | | | | | | | | | | | | | | | | | 3,000 | | | | | | | | 3,000 | | | | Debt discount for warrants | | | | | | | | | | | | | | | | | | | 17,998 | | | | | | | | 17,998 | | | | Common stock issued for debtconversion | | | | | | | | | | 2,467,037,005 | | | | 2,467,036 | | | | 356,278 | | | | | | | | 2,823,314 | | | | Net loss | | | | | | | | | | | | | | | | | | | | | | | (6,643,709 | ) | | | (6,643,709 | ) | | | Balance, December 31, 2024 | | | 10 | | | $ | - | | | | 3,032,746,878 | | | $ | 3,032,746 | | | $ | 43,675,323 | | | $ | (53,406,641 | ) | | $ | (6,698,392 | ) | | | Balance | | | 10 | | | | - | | | | 3,032,746,878 | | | $ | 3,032,746 | | | $ | 43,675,323 | | | $ | (53,406,641 | ) | | $ | (6,698,392 | ) | | The accompanying notes are an integral part of the consolidated financial statements. | F-5 | | | | | **THE CRYPTO COMPANY** **CONSOLIDATED STATEMENTS OF CASH FLOWS** | | | December 31, 2024 | | | December 31, 2023 | | | | | | For the Period Ended | | | | | | December 31, 2024 | | | December 31, 2023 | | | | | | | | | Restated | | | | Cash flows from operating activities: | | | | | | | | | | | Net (loss) | | $ | (6,643,709 | ) | | $ | (7,231,317 | ) | | | Adjustments to reconcile net loss to net cash used in operations: | | | | | | | | | | | Depreciation and amortization | | | - | | | | 43,332 | | | | Share-based compensation | | | 5,285,690 | | | | 1,155,480 | | | | Debt discount for warrants | | | 17,998 | | | | 2,041,490 | | | | Impairmentof goodwill | | | - | | | | 1,271,306 | | | | Loss on disposal of equipment | | | - | | | | 31,000 | | | | Prepaid expenses | | | - | | | | 81,317 | | | | Accounts payable and accrued expenses | | | 526,474 | | | | 757,317 | | | | Other liabilities | | | - | | | | 207,938 | | | | Net cash provided by (used in) operating activities | | | (813,546 | ) | | | (1,642,136 | ) | | | | | | | | | | | | | | Cash flows from financing activities: | | | | | | | | | | | Payment of notes payable | | | - | | | | (227,251 | ) | | | Proceeds from issuance of notes payable | | | 742,339 | | | | 1,806,751 | | | | Proceeds from common stock issuance | | | - | | | | 25,000 | | | | Net cash provided by financing activities | | | 742,339 | | | | 1,604,500 | | | | | | | | | | | | | | | Net (decrease) in cash and cash equivalents | | | (71,207 | ) | | | (37,636 | ) | | | Cash and cash equivalents at the beginning of the period | | | 72,970 | | | | 110,606 | | | | Cash and cash equivalents at the end of the period | | $ | 1,763 | | | $ | 72,970 | | | | | | | | | | | | | | | SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION: | | | | | | | | | | | Common stock issued for convertible debt | | $ | 2,823,314 | | | $ | - | | | The accompanying notes are an integral part of the consolidated financial statements. | F-6 | | | | | **THE CRYPTO COMPANY** **NOTES TO CONSOLIDATED FINANCIAL STATEMENTS** **NOTE 1 THE COMPANY** The Crypto Company was incorporated in the State of Nevada on March 9, 2017. The Company is engaged in the business of providing consulting services and education for distributed ledger technologies (blockchain), for the building of technological infrastructure and enterprise blockchain technology solutions. The Company currently generates revenues and incurs expenses solely through these consulting operations. Unless expressly indicated or the context requires otherwise, the terms Crypto, the Company, we, us, and our in these consolidated financial statements refer to The Crypto Company and, where appropriate, its wholly-owned subsidiary Technology Convergence Company (TechCC) formerly Blockchain Training Alliance, Inc. (BTA) and an inactive subsidiary Coin Tracking, LLC (CoinTracking). The Company entered into a Stock Purchase Agreement (the SPA) effective as of March 24, 2021 with BTA and its stockholders. On April 8, 2021, the Company completed the acquisition of all of the issued and outstanding stock of BTA and BTA became a wholly-owned subsidiary of the Company. As a result of this acquisition, the operations of BTA became consolidated with Company operations on April 8, 2021. TechCC is a blockchain training company and service provider that provides training and educational courses focused on blockchain technology and education as to the general understanding of blockchain to corporate and individual clients. During the years ended December 31, 2024 and 2023, the Company generated revenues and incurred expenses primarily through the business of providing consulting services and education for distributed ledger technologies, for the building of technological infrastructure and enterprise blockchain technology solutions, both of which have ceased operations as of the date of this Annual Report. **NOTE 2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES** **Going Concern** The Companys consolidated financial statements are prepared using the accrual method of accounting in accordance with United States (U.S.) generally accepted accounting principles (GAAP) and have been prepared on a going concern basis, which contemplates the realization of assets and the settlement of liabilities in the normal course of business. The Company has incurred significant losses and experienced negative cash flows since inception. As of December 31, 2024, the Company had cash of $1,763. In addition, the Companys net loss was $6,643,709 for the year ended December 31, 2024 and the Companys had a working capital deficit of $6,685,767. As of December 31, 2024 the accumulated deficit amounted to $53,406,461. As a result of the Companys history of losses and financial condition, there is substantial doubt about the ability of the Company to continue as a going concern. The ability to continue as a going concern is dependent upon the Company generating profitable operations in the future and/or obtaining the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they come due. Management is evaluating different strategies to obtain financing to fund the Companys expenses and achieve a level of revenue adequate to support the Companys current cost structure. Financing strategies may include, but are not limited to, private placements of capital stock, debt borrowings, partnerships and/or collaborations. There can be no assurance that any of these future-funding efforts will be successful. The consolidated financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might result from the outcome of this uncertainty. **Basis of presentation** The company prepares its consolidated financial statements based upon the accrual method of accounting, recognizing income when earned and expenses when incurred. **Consolidation** The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries, Blockchain Training Alliance and CoinTracking LLC which is inactive. All significant intercompany accounts and transactions are eliminated in consolidation. | F-7 | | | | | **Use of estimates** The preparation of these consolidated financial statements in conformity with US GAAP requires management to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues, and expenses and the related disclosure of contingent assets and liabilities. The Company bases its estimates on historical experience and on various other assumptions that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. The Companys significant estimates and assumptions include but are not limited to the recoverability and useful lives of long-lived assets, allocation of revenue on software subscriptions, valuation of goodwill from business acquisitions, valuation and recoverability of investments, valuation allowances of deferred taxes, and share- based compensation expenses. Actual results may differ from these estimates. In addition, any change in these estimates or their related assumptions could have an adverse effect on the Companys operating results. **Cash and cash equivalents** The Company defines its cash and cash equivalents to include only cash on hand and certain highly liquid investments with original maturities of ninety days or less. The Company maintains its cash and cash equivalents at financial institutions, the balances of which may, at times, exceed federally insured limits. Management believes that the risk of loss due to the concentration is minimal. **Investments in cryptocurrency** Investments are comprised of several cryptocurrencies the Company owns, of which a majority is Bitcoin, that are actively traded on exchanges. The Company records its investments as indefinite-lived intangible assets at cost less impairment and are reported as long-term assets in the consolidated balance sheets. An intangible asset with an indefinite useful life is not amortized but assessed for impairment annually, or more frequently, when events or changes in circumstances occur indicating that it is more likely than not that the indefinite-lived asset is impaired. Impairment exists when the carrying amount exceeds its fair value. In testing for impairment, the Company has the option to first perform a qualitative assessment to determine whether it is more likely than not that an impairment exists. If it is determined that it is not more likely than not that an impairment exists, a quantitative impairment test is not necessary. If the Company concludes otherwise, it is required to perform a quantitative impairment test. To the extent an impairment loss is recognized, the loss establishes the new cost basis of the asset. Subsequent reversal of impairment losses is not permitted. Realized gains and losses on sales of investments in cryptocurrency, and impairment losses, are included in other income/(expense) in the Consolidated Statements of Operations. As of December 31, 2024 and 2023 there were $-0- in investments in cryptocurrency on the Companys Balance Sheet. **Equipment** Equipment is recorded at cost and depreciated using the straight-line method over the estimated useful life ranging from **3** three to five years. Normal repairs and maintenance are expensed as incurred. Expenditures that materially adapt, improve, or alter the nature of the underlying assets are capitalized. When equipment is retired or otherwise disposed of, the cost and related accumulated depreciation are removed from the accounts, and the resulting gain or loss is credited or charged to income. **Business combination ** The purchase price of an acquired company is allocated between tangible and intangible assets acquired and liabilities assumed from the acquired business based on their estimated fair values with the residual of the purchase price recorded as goodwill. The results of operations of acquired businesses are included in our operating results from the dates of acquisition. **Goodwill and intangible assets** The Company records the excess of purchase price over the fair value of the tangible and identifiable intangible assets acquired as goodwill. Intangible assets resulting from the acquisitions of entities accounted for using the purchase method of accounting are recorded at the estimated fair value of the assets acquired. Identifiable intangible assets are comprised of purchased customer relationships, trade names, and developed technologies. Intangible assets subject to amortization are amortized over the period of estimated economic benefit of five years. In accordance with ASC 350, Intangibles Goodwill and Other (ASC 350), goodwill and other intangible assets with indefinite lives are not amortized but tested annually, on December 31, or more frequently if the Company believes indicators of impairment exist. Indefinite lived intangible assets also include investments in cryptocurrency (see Investments in Cryptocurrency). | F-8 | | | | | The Company assesses whether goodwill impairment and indefinite lived intangible assets exists using both qualitative and quantitative assessments. The qualitative assessment involves determining whether events or circumstances exist that indicate it is more likely than not that the fair value of a reporting unit is less than its carrying amount, including goodwill. If based on this qualitative assessment the Company determines it is more likely than not that the fair value of a reporting unit is less than its carrying amount, or if the Company elects not to perform a qualitative assessment, a quantitative assessment is performed to determine whether a goodwill impairment exists at the reporting unit. As of December 31, 2023 the Company determined that its investment in BTA was fully impaired and recorded a loss of $1,271,306 in its Statement of Operations. **Income taxes ** Deferred tax assets and liabilities are recognized for expected future consequences of events that have been included in the consolidated financial statements or tax returns. Under the asset and liability method, deferred income tax assets and liabilities are determined based on the differences between the financial reporting and tax bases of assets and liabilities and are measured using the currently enacted tax rates and laws. A valuation allowance is provided for the amount of deferred tax assets that, based on available evidence, are not expected to be realized. The provision for income taxes represents the tax payable for the period and the change during the period in deferred tax assets and liabilities. When tax returns are filed, it is highly certain that some positions taken would be sustained upon examination by the taxing authorities, while others are subject to uncertainty about the merits of the position taken or the amount of the position that would be ultimately sustained. The benefit of a tax position is recognized in the consolidated financial statements in the period during which, based on all available evidence, management believes it is more likely than not that the position will be sustained upon examination, including the resolution of appeals or litigation processes, if any. Tax positions taken are not offset or aggregated with other positions. Tax positions that meet the more-likely-than-not recognition threshold are measured as the largest amount of tax benefit that is more than 50 percent likely of being realized upon settlement with the applicable taxing authority. The portion of the benefits associated with tax positions taken that exceeds the amount measured as described above is reflected as a liability for unrecognized tax benefits along with any associated interest and penalties that would be payable to the taxing authorities upon examination. As of December 31, 2024, we had a net operating loss carryforward for federal income tax purposes of approximately $53,400,000 portions of which will begin to expire in 2037. Utilization of some of the federal and state net operating loss and credit carryforwards are subject to annual limitations due to the change in ownership provisions of the Internal Revenue Code of 1986 and similar state provisions. The annual limitations may result in the expiration of net operating losses and credits before utilization. **Fair value measurements** The Company recognizes and discloses the fair value of its assets and liabilities using a hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to valuations based upon unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to valuations based upon unobservable inputs that are significant to the valuation (Level 3 measurements). Each level of input has different levels of subjectivity and difficulty involved in determining fair value. | | Level 1 | Inputs are unadjusted, quoted prices for identical assets or liabilities in active markets at the measurable date. | | | | | | | | | Level 2 | Inputs, other than quoted prices included in Level 1, which are observable for the asset or liability through corroboration with market data at the measurement date. | | | | | | | | | Level 3 | Unobservable inputs that reflect managements best estimate of what participants would use in pricing the asset or liability at the measurement date. | | | F-9 | | | | | The carrying amounts of the Companys financial assets and liabilities, including cash, accounts payable and accrued expenses approximate fair value because of the short maturity of these instruments. **Revenue recognition** The Company recognizes revenue under ASC 606, Revenue from Contracts with Customers (ASC 606). The core principle of the new revenue standard is that a company should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the company expects to be entitled in exchange for those goods or services. The following five steps are applied to achieve that core principle: | | | Step 1: Identify the contract with the customer | | | | | Step 2: Identify the performance obligations in the contract | | | | | Step 3: Determine the transaction price | | | | | Step 4: Allocate the transaction price to the performance obligations in the contract | | | | | Step 5: Recognize revenue when the Company satisfies a performance obligation | | In order to identify the performance obligations in a contract with a customer, a company must assess the promised goods or services in the contract and identify each promised good or service that is distinct. A performance obligation meets ASC 606s definition of a distinct good or service (or bundle of goods or services) if both of the following criteria are met: The customer can benefit from the good or service either on its own or together with other resources that are readily available to the customer (i.e., the good or service is capable of being distinct), and the entitys promise to transfer the good or service to the customer is separately identifiable from other promises in the contract (i.e., the promise to transfer the good or service is distinct within the context of the contract). If a good or service is not distinct, the good or service is combined with other promised goods or services until a bundle of goods or services is identified that is distinct. The transaction price is the amount of consideration to which an entity expects to be entitled in exchange for transferring promised goods or services to a customer. The consideration promised in a contract with a customer may include fixed amounts, variable amounts, or both. When determining the transaction price, an entity must consider the effects of all of the following: Variable consideration is included in the transaction price only to the extent that it is probable that a significant reversal in the amount of cumulative revenue recognized will not occur when the uncertainty associated with the variable consideration is subsequently resolved. The transaction price is allocated to each performance obligation on a relative standalone selling price basis. The transaction price allocated to each performance obligation is recognized when that performance obligation is satisfied, at a point in time or over time as appropriate. The Company adopted ASC 606 as of January 1, 2018 using the modified retrospective transition method for contracts as of the date of initial application. **Share-based compensation** In accordance with ASC No. 718, Compensation Stock Compensation (ASC 718), the Company measures the compensation costs of share-based compensation arrangements based on the grant date fair value of granted instruments and recognizes the costs in the consolidated financial statements over the period during which employees are required to provide services. Share-based compensation arrangements include stock options. Equity instruments (instruments) issued to non-employees are recorded on the basis of the fair value of the instruments, as required by ASC 718. ASC No. 505, Equity Based Payments to Non-Employees (ASC 505), defines the measurement date and recognition period for such instruments. In general, the measurement date is (a) when a performance commitment, as defined, is reached or (b) when the earlier of (i) the non-employee performance is complete and (ii) the instruments are vested. The compensation cost is remeasured at fair value at each reporting period when the award vests. As a result, stock option-based payments to non-employees can result in significant volatility in compensation expense. | F-10 | | | | | The Company accounts for its share-based compensation using the Black-Scholes model to estimate the fair value of stock option awards. Using this model, fair value is calculated based on assumptions with respect to the (i) expected volatility of the Companys common stock price, (ii) expected life of the award, which for options is the period of time over which employees and non-employees are expected to hold their options prior to exercise, and (iii) risk-free interest rate. **Net loss per common share** The Company reports earnings per share (EPS) with a dual presentation of basic EPS and diluted EPS. Basic EPS is computed as net income divided by the weighted average of common shares for the period. Diluted EPS reflects the potential dilution that could occur from common shares issued through stock options, or warrants. For the year ended December 31, 2024 and the year ended December 31, 2023, the Company had no potentially dilutive common stock equivalents. Therefore, the basic EPS and the diluted EPS are the same. **Marketing expense ** Marketing expenses are charged to operations, under general and administrative expenses. The Company incurred $-0- of marketing expenses for the year ended December 31, 2024, compared to $26,869 for year ended December 31, 2023. **Reclassifications ** Certain amounts in the prior period consolidated financial statements have been reclassified to conform to the current period presentation. Such reclassifications had no effect on the Companys financial position, results of operations or cashflows. **NOTE 3 RECENT ACCOUNTING PRONOUNCEMENTS** The Company has implemented all new accounting pronouncements that are in effect and that may impact its consolidated financial statements and does not believe that there are any other new pronouncements that have been issued that might have a material impact on its financial position or results of operations except as noted below: On November 15, 2019, the FASB issued ASU 2019-10, which (1) provides a framework to stagger effective dates for future major accounting standards and (2) amends the effective dates for certain major new accounting standards to give implementation relief to certain types of entities. Specifically, ASU 2019-10 amends the effective date for ASU 2017-04 to fiscal years beginning after December 15, 2022, and interim periods therein. Early adoption continues to be permitted for interim or annual goodwill impairment tests performed on testing dates after January 1, 2017. The Company does not anticipate the adoption of ASU 2017-04 will have a material impact on its consolidated financial statements for both annual and interim reporting periods. In December 2019, the FASB issued ASU 2019-12, *Income Taxes (Topic 740)* which enhances and simplifies various aspects of the income tax accounting guidance, including requirements such as tax basis step-up in goodwill obtained in a transaction that is not a business combination, ownership changes in investments, and interim-period accounting for enacted changes in tax law. The amendment will be effective for public companies with fiscal years beginning after December 15, 2020. | F-11 | | | | | In February 2020, the FASB issued ASU 2020-02, *Financial Instruments-Credit Losses (Topic 326) and Leases (Topic 842) - Amendments to SEC Paragraphs Pursuant to SEC Staff Accounting Bulletin No. 119 and Update to SEC Section on Effective Date Related to Accounting Standards Update No. 2016-02, Leases (Topic 842)* which amends the effective date of the original pronouncement for smaller reporting companies. ASU 2016-13 and its amendments will be effective for us for interim and annual periods in fiscal years beginning after December 15, 2022. In August 2020, the FASB issued ASU 2020-06, *Debt - Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging - Contracts in Entitys Own Equity (Subtopic 815 - 40)*, (ASU 2020-06). ASU 2020-06 simplifies the accounting for certain financial instruments with characteristics of liabilities and equity, including convertible instruments and contracts on an entitys own equity. The ASU 2020-06 amendments are effective for fiscal years beginning after December 15, 2023, and interim periods within those fiscal years. **NOTE 4 ACQUISITIONS AND AGREEMENTS** On April 8, 2021, the Company completed the acquisition of all of the issued and outstanding stock of BTA and BTA became a wholly owned subsidiary of the Company. At the closing the Company delivered to the sellers a total of $600,000 in cash, promissory notes in the total principal amount of $150,000 bearing 1% interest per annum, and an aggregate of 201,439 shares of Company common stock valued at $604,317 in accordance with the terms of the SPA. Additionally, the Company acquired $4,860 in cash at BTA. As a result of the foregoing the Company initially recorded goodwill of $1,349,457. The Company conducted a valuation study on the acquisition of BTA. The final valuation report determined the amount goodwill to be $740,469 and the remaining $650,000 of the goodwill relates to amortizable intangibles amortized over a fifteen-year period, or approximately $54,166 per year. During the twelve months ended December 31, 2024 and 2023 the Company recorded $-0- and $43,332, respectively, in amortization expense. During the year ended December 31, 2023 we wrote off all of the goodwill and intangible assets of BTA amounting $1,271,306. As of December 31, 2024 we had no goodwill or intangible assets on our balance sheet. As a result of the operating results for BTA, the Company determined that its goodwill and intangible assets were fully impaired as of December 31, 2023 and recorded an impairment charge of $1,271,306 on it Statement of Operations *IDI Modification* Effective October 27, 2022, the Company entered into an agreement with each of Bitmine Immersion Technologies, Inc. (BIT) and Innovative Digital Investors, LLC (IDI) that served to terminate or modify certain prior agreements entered into by the parties in February 2022. Pursuant to an agreement with BIT, BIT repurchased from the Company all of the Bitcoin miners purchased by the Company from BIT in February 2022, and also purchased certain of the Bitcoin miners purchased by the Company from IDI in February 2022. As part of these transactions, the parties agreed that any remaining amounts due under the promissory note delivered by the Company to BIT in February 2022 in the original principal amount of $168,750 was cancelled and extinguished. BIT delivered cash consideration of $212,750 to the Company to pay the remainder of the consideration owed to the Company to repurchase the miners it delivered to the Company in February 2022 and to purchase certain miners IDI sold to the Company in February 2022. In addition, pursuant to an agreement with IDI, IDI repurchased from the Company certain Bitcoin miners purchased by the Company from IDI in February 2022. The Company and IDI agreed that any remaining amounts due under the promissory note delivered by the Company to IDI in February 2022 in the original principal amount of $348,000 was cancelled and extinguished. IDI also agreed to sell and deliver 20 new Bitcoin miners to the Company. As part of the agreements and accommodations by the Company, IDI and BIT the parties terminated the hosting agreement between the Company, BIT and IDI entered into in February 2022. As a result of these transactions the Company no longer owns any of the Bitcoin miners it acquired in February 2022 and each of the promissory notes delivered by the Company in February 2022 to BIT and IDI are satisfied and extinguished in full. | F-12 | | | | | **NOTE 5 RELATED PARTY TRANSACTIONS** Effective September 5, 2024, the Company amended its Articles of Incorporation (the Articles), to amend and restate Sections 1 and 2 of Article 4 of the Articles to increase the number of authorized shares of the Companys common stock (Common Stock) from 2,000,000,000 to 19,000,000,000 and create a new class of stock, par value $0.001 per share, designated as Series A Preferred Stock consisting of 10 authorized shares, as set forth inCertificate of Amendment to the Articles of Incorporation(the Amendment). Pursuant to the Amendment, Common Stock and Preferred Stock are identical in all respects, except that each share of Common Stock is entitled to one vote and each share of Preferred Stock is entitled to 950,000,000 votes. The shares are not convertible to common stock On the same date the Company entered into a stock agreement (the Stock Agreement) with, the Companys CEO Ronald Levy pursuant to which the Company issued a total of ten (10) shares of the Companys Series A preferred stock (Preferred Stock) Mr. Levy also serves Interim Chief Financial Officer, Chief Operating Officer, Chairman of the Board, Secretary, and a member of the Board of Directors of the Company. Although the shares are not convertible to common stock these Series A Preferred Shares enable Mr. Levy to exercise control over the Company, so the company used the equity methos to value the shares. The 10 Series A Preferred shares convertible shares can be converted into 9,500,000,000 voting shares. as of December 31, 2024 the Company had 3,032,746,878 shares outstanding. The company estimated that the voting shares could not exceed the number of shares outstanding and used that level of shares to value the common stock which was trading at $0.001 resulted in stock based compensation of $3,032,710 which was also equivalent to the market capitalization on that date, **NOTE 6 NOTE PAYABLE** On June 10, 2020, the Company received a loan from the Small Business Administration of $12,100 (the 2020 SBA Loan). The 2020 SBA Loan bears interest at 3.75% per annum and is payable over 30 years with all payments of principal and interest deferred for the first 12 months. On February 2, 2021, the Company received a loan from the Small Business Administration of $18,265 (the 2021 SBA Loan). The 2021 SBA Loan bears interest at 1% per annum and is payable over 5 years with all payments of principal and interest deferred for the first 10 months. As of December 31, 2024 the total due on the SBA loans amounted to $12,625 | F-13 | | | | | On May 3, 2022, the Company borrowed funds pursuant to the terms of a Securities Purchase Agreement (the May AJB SPA) entered into with AJB, and issued a Promissory Note in the principal amount of $1,180,000 (the May AJB Note) to AJB in a private transaction for a purchase price of $900,000 (giving effect to a 10% original issue discount). In connection with the sale of the AJB Note, the Company also paid certain fees and due diligence costs of AJB and brokerage fees to J.H. Darbie & Co., a registered broker-dealer. At the closing the Company repaid all obligations owed to AJB pursuant to a 10% promissory note in the principal amount of $750,000 issued in favor of AJB in January 2022 as generally described above. After the repayment of that promissory note, and after payment of the fees and costs, the $138,125 net proceeds from the issuance of the May AJB Note are expected to be utilized for working capital and other general corporate purposes. The maturity date of the May ABJ Note is November 3, 2022, but it may be extended by the Company for six months with the interest rate to increase during the extension period. The May AJB Note bears interest at 10% per year, and principal and accrued interest is due on the maturity date. The Company may prepay the May AJB Note at any time without penalty. Under the terms of the May AJB Note, the Company may not sell a significant portion of its assets without the approval of AJB, may not issue additional debt that is not subordinate to AJB, must comply with the Companys reporting requirements under the Securities Exchange Act of 1934, and must maintain the listing of the Companys common stock on the OTC Market or other exchange, among other restrictions and requirements. The Companys failure to make required payments under the May AJB Note or to comply with any of these covenants, among other matters, would constitute an event of default. Upon an event of default under the May AJB SPA or May AJB Note, the May AJB Note will bear interest at 18%, AJB may immediately accelerate the May AJB Note due date, AJB may convert the amount outstanding under the May AJB Note into shares of Company common stock at a discount to the market price of the stock, and AJB will be entitled to its costs of collection, among other penalties and remedies. | F-14 | | | | | Following an event of default, and subject to certain limitations, the outstanding amount of the Note may be converted into shares of Company common stock. Amounts due under the Note would be converted into shares of the Companys common stock at a conversion price equal to 75% of the lowest trading price with a 10-day lookback immediately preceding the date of conversion. In no event may the lender effect a conversion if such conversion, along with all other shares of Company common stock beneficially owned by the lender and its affiliates would exceed 4.99% of the outstanding shares of Company common stock. In addition, upon the occurrence and during the continuation of an event of default the Note will become immediately due and payable and the Company shall pay to the lender, in full satisfaction of its obligations thereunder, additional amounts as set forth in the Note. As December 31, 2024 the principal balance on the Note was $1,180,000 On February 2, 2023, the Company borrowed funds pursuant to a SPA entered into with Fast Capital, LLC (Fast Capital), and Fast Capital purchased a 10% convertible promissory note (the Fast Capital Note) from the Company in the aggregate principal amount of $115,000. The Fast Capital Note has an original issue discount of $10,000, resulting in gross proceeds to the Company of $105,000. Pursuant to the SPA, the Company agreed to reimburse Fast Capital for certain fees in connection with entry into the SPA and the issuance of the Fast Capital Note. The SPA contains certain covenants and customary representations and warranties by the Company and Fast Capital typically contained in such documents. The maturity date of the Fast Capital Note is January 30, 2024. The Fast Capital Note bears interest at a rate of 10% per annum, and a default interest of 24% per annum. Interest is payable in shares of Company common stock. For the first six months, the Company has the right to prepay principal and accrued interest due under the Fast Capital Note at a premium of between 15% and 40% depending on when it is repaid. The Fast Capital Note may not be prepaid after the 180th day of its issuance. Fast Capital has the right at any time after the six-month anniversary of the date of issuance of the Fast Capital Note to convert all or any part of the outstanding and unpaid principal amount of the Fast Capital Note into Company common stock, subject to a beneficial ownership limitation. The conversion price of the Fast Capital Note equals 60% of the lowest closing price of the Companys common stock for the 20 prior trading days, including the day upon which a notice of conversion is delivered. The Fast Capital Note contains various covenants standard and customary events of default such as failing to timely make payments under the Fast Capital Note when due, the failure to maintain a listing on the OTC Markets or the Company defaulting on any other note or similar debt obligation into which the Company has entered and failed to cure within the applicable grace period. The occurrence of any of the events of default, entitle First Capital, among other things, to accelerate the due date of the unpaid principal amount of, and all accrued and unpaid interest on, the Fast Capital Note. Upon an Event of Default, interest shall accrue at a default interest rate of 24%, and certain defined events of default may give rise to other remedies (such as, if the Company is delinquent in its periodic report filings with the Securities and Exchange Commission then the conversion price of the Fast Capital Note may be decreased). | F-15 | | | | | As of December 31, 2024, the balancing remaining under the Fast Capital Note is $8,784 On June 23, 2023, the Company borrowed funds pursuant to the terms of a Securities Purchase Agreement (the AJB SPA) entered into with AJB, and issued a Promissory Note in the principal amount of $550,000 (the AJB June Note) to AJB in a private transaction for a purchase price of $500,000 (giving effect to a 10% original issue discount). In connection with the sale of the AJB June Note, the Company also paid certain fees and due diligence costs to AJBs management company and legal counsel. After payment of the fees and costs, the net proceeds to the Company were $487,500, which will be used for working capital and other general corporate purposes, provided that up to $200,000 may be drawn upon for potential acquisitions. The maturity date of the AJB June Note is January 23, 2024. The AJB June Note bears interest at 12% per year, and principal and accrued interest is due on the maturity date. The Company may prepay the AJB June Note at any time without penalty. The AJB June Note contains standard and customary events of default, such as, among other restrictions and requirements, that the Company timely make payments under the AJB June Note; the Company may not sell a significant portion of its assets without the approval of AJB; the Company may not issue additional debt that is not subordinate to AJB; the Company must comply with the reporting requirements under the Securities Exchange Act of 1934; and the Company must maintain the listing of the Companys common stock on the OTC Market or other exchange. The Companys breach of any representation or warranty, or failure to comply with the covenants would constitute an event of default. Upon an event of default under the AJB SPA or AJB June Note, the AJB June Note will bear interest at 18%; AJB may immediately accelerate the AJB June Note due date; AJB may convert the amount outstanding under the AJB June Note into shares of Company common stock at a discount to the market price of the stock; and AJB will be entitled to its costs of collection, among other penalties and remedies. As of December 31, 2024, the balancing remaining under the AJB June Note is $981,358. On November 13, 2023, the Company borrowed funds pursuant to the terms of a Securities Purchase Agreement (the Nov. SPA) entered into with AJB, and issued a Promissory Note in the principal amount of $500,000 to AJB (the Nov. Note) in a private transaction for a purchase price of $425,000 (giving effect to an original issue discount). After payment of the fees and costs, the net proceeds to the Company were $405,000, which will be used for working capital and other general corporate purposes. The maturity date of the Nov. Note is May 10, 2024. The Nov. Note bears interest at 12% per year, and principal and accrued interest is due on the maturity date. The Company may prepay the Nov. Note at any time without penalty. The Companys failure to make required payments under the Nov. Note or to comply with various covenants, among other matters, would constitute an event of default. Upon an event of default under the Nov. SPA or the Nov. Note, the Nov. Note will bear interest at 18%, AJB may immediately accelerate the Nov. Note due date, AJB may convert the amount outstanding under the Nov. Note into shares of Company common stock at a discount to the market price of the stock, and AJB will be entitled to its costs of collection, among other penalties and remedies. As of December 31, 2024, the balancing remaining under the AJB June Note is $176,668. On January 30, 2024, the Company borrowed funds pursuant to the terms of a Securities Purchase Agreement (the January 30, 2024 SPA) entered into with AJB, and issued a Promissory Note in the principal amount of $50,000to AJB (the January 30, 2024 Note) in a private transaction for a purchase price of $42,500(giving effect to an original issue discount). After payment of the fees and costs, the net proceeds to the Company were $40,000, which will be used for working capital and other general corporate purposes. | F-16 | | | | | The maturity date of the January 30, 2024 Note isJuly 30, 2024, 2024. The Nov. Note bears interest at12% per year, and principal and accrued interest is due on the maturity date. The Company may prepay the Nov. Note at any time without penalty. The Companys failure to make required payments under the Nov. Note or to comply with various covenants, among other matters, would constitute an event of default. Upon an event of default under the Nov. SPA or the Nov. Note, the Nov. Note will bear interest at18%, AJB may immediately accelerate the Nov. Note due date, AJB may convert the amount outstanding under the Nov. Note into shares of Company common stock at a discount to the market price of the stock, and AJB will be entitled to its costs of collection, among other penalties and remedies. As of December 31, 2024, the balancing remaining under the AJB June Note is $50,000. All remaining principal balance remain unpaid as of December 31, 2024 On February 20, 2024, the Company borrowed funds pursuant to the terms of a Securities Purchase Agreement (the February 20, 2024 SPA) entered into with AJB, and issued a Promissory Note in the principal amount of $53,000to AJB (the February 20, 2024 Note) in a private transaction for a purchase price of $45,050(giving effect to an original issue discount). After payment of the fees and costs, the net proceeds to the Company were $40,050, which will be used for working capital and other general corporate purposes. The maturity date of the February 20, 2024 Note isAugust 20, 2024. The Nov. Note bears interest at12% per year, and principal and accrued interest is due on the maturity date. The Company may prepay the Nov. Note at any time without penalty. The Companys failure to make required payments under the Nov. Note or to comply with various covenants, among other matters, would constitute an event of default. Upon an event of default under the Nov. SPA or the Nov. Note, the Nov. Note will bear interest at18%, AJB may immediately accelerate the Nov. Note due date, AJB may convert the amount outstanding under the Nov. Note into shares of Company common stock at a discount to the market price of the stock, and AJB will be entitled to its costs of collection, among other penalties and remedies. On February 29, 2024, the Company borrowed funds pursuant to the terms of a Securities Purchase Agreement (the February 29, 2024 SPA) entered into with AJB, and issued a Promissory Note in the principal amount of $159,000to AJB (the February 29, 2024 Note) in a private transaction for a purchase price of $135,000(giving effect to an original issue discount). After payment of the fees and costs, the net proceeds to the Company were $130,000, which will be used for working capital and other general corporate purposes. The maturity date of the February 29, 2024 Note is August 29, 2024. The Nov. Note bears interest at12% per year, and principal and accrued interest is due on the maturity date. The Company may prepay the Nov. Note at any time without penalty. The Companys failure to make required payments under the Nov. Note or to comply with various covenants, among other matters, would constitute an event of default. Upon an event of default under the Nov. SPA or the Nov. Note, the Nov. Note will bear interest at18%, AJB may immediately accelerate the Nov. Note due date, AJB may convert the amount outstanding under the Nov. Note into shares of Company common stock at a discount to the market price of the stock, and AJB will be entitled to its costs of collection, among other penalties and remedies. On April 12, 2024, the Company borrowed funds pursuant to the terms of a Securities Purchase Agreement (the April 12, 2024 SPA) entered into with AJB, and issued a Promissory Note in the principal amount of $185,555to AJB (the April 12, 2024 Note) in a private transaction for a purchase price of $108,000(giving effect to an original issue discount). After payment of the fees and costs, the net proceeds to the Company were $45,000, which will be used for working capital and other general corporate purposes. The maturity date of the April 12, 2024 Note isOctober 12, 2024. The Nov. Note bears interest at12% per year, and principal and accrued interest is due on the maturity date. The Company may prepay the Nov. Note at any time without penalty. The Companys failure to make required payments under the Nov. Note or to comply with various covenants, among other matters, would constitute an event of default. Upon an event of default under the Nov. SPA or the Nov. Note, the Nov. Note will bear interest at18%, AJB may immediately accelerate the Nov. Note due date, AJB may convert the amount outstanding under the Nov. Note into shares of Company common stock at a discount to the market price of the stock, and AJB will be entitled to its costs of collection, among other penalties and remedies. On May 31, 2024, the Company borrowed funds pursuant to the terms of a Securities Purchase Agreement (the May 31, 2024 SPA) entered into with AJB, and issued a Promissory Note in the principal amount of $68,000to AJB (the May 31, 2024 Note) in a private transaction for a purchase price of $61,200(giving effect to an original issue discount). After payment of the fees and costs, the net proceeds to the Company were $55,000, which will be used for working capital and other general corporate purposes. | F-17 | | | | | The maturity date of the May 31, 2024 Note isDecember 1, 2024, 2024. The Nov. Note bears interest at12% per year, and principal and accrued interest is due on the maturity date. The Company may prepay the Nov. Note at any time without penalty. The Companys failure to make required payments under the Nov. Note or to comply with various covenants, among other matters, would constitute an event of default. Upon an event of default under the Nov. SPA or the Nov. Note, the Nov. Note will bear interest at18%, AJB may immediately accelerate the Nov. Note due date, AJB may convert the amount outstanding under the Nov. Note into shares of Company common stock at a discount to the market price of the stock, and AJB will be entitled to its costs of collection, among other penalties and remedies. On June 18, 2024, the Company borrowed funds pursuant to the terms of a Securities Purchase Agreement (the June 18, 2024 SPA) entered into with AJB, and issued a Promissory Note in the principal amount of $72,500to AJB (the June 18, 2024 Note) in a private transaction for a purchase price of $58,000(giving effect to an original issue discount). After payment of the fees and costs, the net proceeds to the Company were $18,000, which will be used for working capital and other general corporate purposes. The maturity date of the June 18, 2024 Note is December 18, 2024. The Nov. Note bears interest at12% per year, and principal and accrued interest is due on the maturity date. The Company may prepay the Nov. Note at any time without penalty. The Companys failure to make required payments under the Nov. Note or to comply with various covenants, among other matters, would constitute an event of default. Upon an event of default under the Nov. SPA or the Nov. Note, the Nov. Note will bear interest at18%, AJB may immediately accelerate the Nov. Note due date, AJB may convert the amount outstanding under the Nov. Note into shares of Company common stock at a discount to the market price of the stock, and AJB will be entitled to its costs of collection, among other penalties and remedies. On July 15, 2024, the Company borrowed funds pursuant to the terms of a Securities Purchase Agreement (the July 15, 2024 SPA) entered into with AJB, and issued a Promissory Note in the principal amount of $59,000to AJB (the July 15, 2024 Note) in a private transaction for a purchase price of $47,200(giving effect to an original issue discount). After payment of the fees and costs, the net proceeds to the Company were $44,700, which will be used for working capital and other general corporate purposes. The maturity date of the July 15, 2024 Note isJanuary 15, 2025. The Nov. Note bears interest at12% per year, and principal and accrued interest is due on the maturity date. The Company may prepay the Nov. Note at any time without penalty. The Companys failure to make required payments under the Nov. Note or to comply with various covenants, among other matters, would constitute an event of default. Upon an event of default under the Nov. SPA or the Nov. Note, the Nov. Note will bear interest at18%, AJB may immediately accelerate the Nov. Note due date, AJB may convert the amount outstanding under the Nov. Note into shares of Company common stock at a discount to the market price of the stock, and AJB will be entitled to its costs of collection, among other penalties and remedies. On August 28, 2024, the Company borrowed funds pursuant to the terms of a Securities Purchase Agreement (the August 28, 2024 SPA) entered into with AJB, and issued a Promissory Note in the principal amount of $157,556to AJB (the August 28, 2024 Note) in a private transaction for a purchase price of $108,000(giving effect to an original issue discount). After payment of the fees and costs, the net proceeds to the Company were $98,000, which will be used for working capital and other general corporate purposes. The maturity date of the August 28, 2024 Note is February 28, 2025. The Nov. Note bears interest at12% per year, and principal and accrued interest is due on the maturity date. The Company may prepay the Nov. Note at any time without penalty. The Companys failure to make required payments under the Nov. Note or to comply with various covenants, among other matters, would constitute an event of default. Upon an event of default under the Nov. SPA or the Nov. Note, the Nov. Note will bear interest at18%, AJB may immediately accelerate the Nov. Note due date, AJB may convert the amount outstanding under the Nov. Note into shares of Company common stock at a discount to the market price of the stock, and AJB will be entitled to its costs of collection, among other penalties and remedies. On November 1, 2024, the Company borrowed funds pursuant to the terms of a Securities Purchase Agreement (the November 1, 2024 SPA) entered into with AJB, and issued a Promissory Note in the principal amount of $48,600to AJB (the November 1, 2024 Note) in a private transaction for a purchase price of $29,700(giving effect to an original issue discount). After payment of the fees and costs, the net proceeds to the Company were $24,700, which will be used for working capital and other general corporate purposes. | F-18 | | | | | The maturity date of the November 1, 2024 Note isMay 1, 2025. The Nov. Note bears interest at12% per year, and principal and accrued interest is due on the maturity date. The Company may prepay the Nov. Note at any time without penalty. The Companys failure to make required payments under the Nov. Note or to comply with various covenants, among other matters, would constitute an event of default. Upon an event of default under the Nov. SPA or the Nov. Note, the Nov. Note will bear interest at18%, AJB may immediately accelerate the Nov. Note due date, AJB may convert the amount outstanding under the Nov. Note into shares of Company common stock at a discount to the market price of the stock, and AJB will be entitled to its costs of collection, among other penalties and remedies. On December 4, 2024, the Company borrowed funds pursuant to the terms of a Securities Purchase Agreement (the December 4, 2024 SPA) entered into with AJB, and issued a Promissory Note in the principal amount of $36,500to AJB (the December 4, 2024 Note) in a private transaction for a purchase price of $32,850(giving effect to an original issue discount). After payment of the fees and costs, the net proceeds to the Company were $27,850, which will be used for working capital and other general corporate purposes. The maturity date of the December 4, 2024 Note isJune 4, 2025. The Nov. Note bears interest at12% per year, and principal and accrued interest is due on the maturity date. The Company may prepay the Nov. Note at any time without penalty. The Companys failure to make required payments under the Nov. Note or to comply with various covenants, among other matters, would constitute an event of default. Upon an event of default under the Nov. SPA or the Nov. Note, the Nov. Note will bear interest at18%, AJB may immediately accelerate the Nov. Note due date, AJB may convert the amount outstanding under the Nov. Note into shares of Company common stock at a discount to the market price of the stock, and AJB will be entitled to its costs of collection, among other penalties and remedies. As of December 31, 2024 the balance of all convertible notes outstanding was $2,805,253 with $630,075 in accrued interest. **** **NOTE 7 OTHER LIABILITIES** **** During the year ended December 31, 2023 the Company initially recorded $207,938 in revenue that it could not document as revenue under the guidelines of ASC 606. As a result the Company reclassified this amount of cash received as Other Liabilities. **** **NOTE 8 EQUITY** *Common stock* As of December 31, 2024 the Company had 19,000,000,000 shares of $0.001 common stock authorized. As of December 31, 2024 there were 3,032,746,878 and 565,709,873 shares of common stock outstanding, respectively. *Preferred A Stock* ** Effective September 5, 2024, the Company amended its Articles of Incorporation (the Articles), to amend and restate Sections 1 and 2 of Article 4 of the Articles to increase the number of authorized shares of the Companys common stock (Common Stock) from 2,000,000,000 to 19,000,000,000 and create a new class of stock, par value $0.001 per share, designated as Series A Preferred Stock consisting of 10 authorized shares, as set forth inCertificate of Amendment to the Articles of Incorporation(the Amendment). Pursuant to the Amendment, Common Stock and Preferred Stock are identical in all respects, except that each share of Common Stock is entitled to one vote and each share of Preferred Stock is entitled to 950,000,000 votes. The shares are not convertible to common stock On the same date the Company entered into a stock agreement (the Stock Agreement) with, the Companys CEO Ronald Levy pursuant to which the Company issued a total of ten (10) shares of the Companys Series A preferred stock (Preferred Stock) Mr. Levy also serves Interim Chief Financial Officer, Chief Operating Officer, Chairman of the Board, Secretary, and a member of the Board of Directors of the Company. | F-19 | | | | | Although the shares are not convertible to common stock these Series A Preferred Shares enable Mr. Levy to exercise control over the Company, so the company used the equity methos to value the shares. The 10 Series A Preferred shares convertible shares can be converted into 9,500,000,000 voting shares. as of December 31, 2024 the Company had 3,032,746,878 shares outstanding. The company estimated that the voting shares could not exceed the number of shares outstanding and used that level of shares to value the common stock which was trading at $0.001 resulted in stock based compensation of $3,032,710 which was also equivalent to the market capitalization on that date, ** *Stock Options* On July 21, 2017, the Companys board of directors adopted The Crypto Company 2017 Equity Incentive Plan (the Plan), which was approved by its stockholders on August 24, 2017. The Plan is administered by the board of directors (the Administrator). Under the Plan, the Company may grant equity awards to eligible participants which may take the form of stock options (both incentive stock options and non-qualified stock options) and restricted stock awards. Awards may be granted to officers, employees, non-employee directors (as defined in the Plan) and other key persons (including consultants and prospective employees). The term of any stock option award may not exceed 10 years and may be subject to vesting conditions, as determined by the Administrator. Options granted generally vest over eighteen to thirty-six months. Incentive stock options may be granted only to employees of the Company or any subsidiary that is a subsidiary corporation within the meaning of Section 424(f) of the Internal Revenue Code. During the year ended December 31, 2020, the Company issued 500,000 stock options to members of its board of directors, 1,250,000 stock options to employees, and 170,000 stock options to non-employees. No stock options were issued in 2024. 5,000,000 shares of the Companys common stock are reserved for issuance under the Plan. As of December 31, 2024, there are outstanding stock option awards issued from the Plan covering a total of 2,281,349 shares of the Companys common stock and there remain reserved for future awards 2,718,651 shares of the Companys common stock. SCHEDULE OF STOCK OPTIONS ACTIVITY | | | | | | Weighted | | | | | | | | | | | | Average | | | | | | | | | Weighted | | | Remaining | | | | | | | | | Average | | | Contractual | | | | | | Number | | | Exercise | | | Term | | | | | | of Shares | | | Price | | | (years) | | | | | | | | | | | | | | | | Options outstanding, at December 31, 2022 | | | 2,281,349 | | | $ | 2.26 | | | | | | | | Options granted | | | - | | | | | | | | | | | | Options cancelled | | | - | | | | | | | | | | | | Options exercised | | | - | | | | | | | | | | | | Options outstanding, at December 31, 2023 | | | 2,281,349 | | | $ | 2.26 | | | | 2.25 | | | | Options granted | | | - | | | | | | | | | | | | Options cancelled | | | - | | | | | | | | | | | | Options exercised | | | - | | | | | | | | | | | | Options vested and outstanding, at December 31, 2024 | | | 2,281,349 | | | $ | 2.26 | | | | 1.25 | | | The Company recognized $-0- and $-0- of compensation expense related to stock options for the years ended December 31, 2024 and 2023, respectively. As of December 31, 2024 these options had no intrinsic value since they were all out of the money as of December 31, 2024. The determination of the fair value of share-based compensation awards utilizing the Black-Scholes model is affected by the Companys stock price and a number of complex and subjective assumptions, including stock price, volatility, expected life of the equity award, forfeitures rates if any, risk-free interest rates and expected dividends. Volatility is based on the historical volatility of comparable companies measured over the most recent period, generally commensurate with the expected life of the Companys stock options, adjusted for future expectations given the Companys limited historical share price data. The risk-free rate is based on implied yields in effect at the time of the grant on U.S. Treasury zero-coupon bonds with remaining terms equal to the expected term of the stock options. The expected dividend is based on the Companys history and expectation of dividend pay-outs. Forfeitures are recognized when they occur. During the years ended December 31, 2024 and 2023, the Company recorded $4,383,005 and $6,761 in share based compensation to its employees. Warrants As of December 31, 2024 the following warrants were outstanding SCHEDULE OF OUTSTANDING WARRANTS TO PURCHASE SHARES OF COMMON STOCK | Issuance Date | | Exercisable for | | Expiration Date | | Exercise Price | | | Number of Shares Outstanding Under Warrants | | | | February 2020 | | Common Shares | | February 6, 2030 | | $ | 0.01 | | | | 10,000 | | | | February 2020 | | Common Shares | | February 12, 2030 | | $ | 0.01 | | | | 2,500 | | | | February 2020 | | Common Shares | | February 19, 2030 | | $ | 0.01 | | | | 10,000 | | | | April 2020 | | Common Shares | | April 20, 2030 | | $ | 0.01 | | | | 22,500 | | | | June 2020 | | Common Shares | | June 9, 2030 | | $ | 0.01 | | | | 5,000 | | | | March 2021 | | Common Shares | | February 28, 2026 | | $ | 0.50 | | | | 362,500 | | | | January 2022 | | Common Shares | | January 12, 2025 | | $ | 5.25 | | | | 500,000 | | | | February 2022 | | Common Shares | | February 24, 2025 | | $ | 5.25 | | | | 200,000 | | | | April 2022 | | Common Shares | | April 7, 2025 | | $ | 5.25 | | | | 146,667 | | | | May 2022 | | Common Stock | | May 3, 2025 | | $ | 5.25 | | | | 750,000 | | | | March 2023 | | Common Stock | | March 8, 2028 | | $ | 0.00001 | | | | 474,780 | | | | March 2023 | | Common Stock | | March 13, 2028 | | $ | 0.00001 | | | | 7,000,000 | | | | April 2023 | | Common Stock | | April 14. 2028 | | $ | 0.00001 | | | | 1,000,000 | | | | May 2023 | | Common Stock | | May 12, 2028 | | $ | 0.00001 | | | | 30,000,000 | | | | June 2023 | | Common Stock | | June 23, 2028 | | $ | 0.00001 | | | | 1,500,000 | | | | November 2023 | | Common Stock | | November 13, 2028 | | $ | 0.00001 | | | | 10,000,000 | | | | April 2024 | | Common Stock | | April 12, 2029 | | $ | 0.00001 | | | | 5,000,000 | | | | May 2024 | | Common Stock | | May 31, 2029 | | $ | 0.00001 | | | | 5,000,000 | | | | F-20 | | | | | **NOTE 9 - COMMITMENTS AND CONTINGENCIES** *Legal Contingencies* The Company may from time to time become subject to legal proceedings, claims, and litigation arising in the ordinary course of business. Indemnities and guarantees - During the normal course of business, the Company has made certain indemnities and guarantees under which it may be required to make payments in relation to certain transactions. These indemnities include certain agreements with the Companys officers and directors, under which the Company may be required to indemnify such persons for liabilities arising out of their respective relationships. In connection with its facility lease, the Company has indemnified the lessor for certain claims arising from the use of the facility. The duration of these indemnities and guarantees varies and, in certain cases, is indefinite. The majority of these indemnities and guarantees do not provide for any limitation of the maximum potential future payments the Company could be obligated to make. Historically, the Company has not been obligated to make significant payments for these obligations, and no liabilities have been recorded for these indemnities and guarantees in the accompanying balance sheet. **NOTE 10 QUARTERLY RESTATEMENTS FOR 2024** As a result of the adjustments reflected in the Companys Form 10-K/A filing for December 31, 2023 filed on June 2, 2025 and due to certain year end adjustment for calendar 2024, the Companys previously filed quarterly financial statements have been restated. The restatements adjustment had no impact on 2024 ending quarterly cash balances. The impact on the Companys quarterly balance sheets and income statements for each quarter of 2024 is reflected below: SCHEDULE OF QUARTERLY BALANCE SHEETS AND INCOME STATEMENTS **BALANCE SHEETS** | | As Filed | | | Adjustments | | | | Restated | | | As Filed | | | Adjustments | | | | Restated | | | As Filed | | | Adjustments | | | | Restated | | | | | | March 31,2024 | | | | | | | | March 31,2024 | | | June 30,2024 | | | | | | | | June 30,2024 | | | September2024 | | | | | | | | September2024 | | | | | As Filed | | | Adjustments | | | | Restated | | | As Filed | | | Adjustments | | | | Restated | | | As Filed | | | Adjustments | | | | Restated | | | | ASSETS | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Current assets: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Cash and cash equivalents | | $ | 21,887 | | | | | | | $ | 21,887 | | | $ | 31,386 | | | | | | | $ | 31,386 | | | $ | 6,662 | | | | | | | $ | 6,662 | | | | Prepaid expenses | | | 21,222 | | | | | | | | | | 21,222 | | | | 12,127 | | | | | | | | | | 12,127 | | | | 3,032 | | | | | | | | | | 3,032 | | | | Total current assets | | | 43,109 | | | | | | | | | | 43,109 | | | | 43,513 | | | | | | | | | | 43,513 | | | | 9,694 | | | | | | | | | | 9,694 | | | | Goodwill | | | 740,469 | | | | (740,469 | ) | | (a) | | | - | | | | 740,469 | | | | (740,469 | ) | | (a) | | | - | | | | 746,368 | | | | (746,368 | ) | | (a) | | | - | | | | Intangible assets | | | 520,004 | | | | (520,004 | ) | | (a) | | | - | | | | 509,171 | | | | (509,171 | ) | | (a) | | | - | | | | 509,171 | | | | (509,171 | ) | | (a) | | | - | | | | Total assets | | $ | 1,303,582 | | | | (1,260,473 | ) | | | | $ | 43,109 | | | $ | 1,293,153 | | | | (1,249,640 | ) | | | | $ | 43,513 | | | $ | 1,265,233 | | | | (1,255,539 | ) | | | | $ | 9,694 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | LIABILITIES AND STOCKHOLDERS DEFICIT | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Current liabilities: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Accounts payable and accrued expenses | | $ | 2,953,990 | | | | | | | | | $ | 2,953,990 | | | $ | 3,104,926 | | | | | | | | | $ | 3,104,926 | | | $ | 3,303,247 | | | | | | | | | $ | 3,303,247 | | | | Notes, payable, net | | | 2,430,530 | | | | | | | | | | 2,430,530 | | | | 2,697,085 | | | | | | | | | | 2,697,085 | | | | 2,608,735 | | | | | | | | | | 2,608,735 | | | | Convertible notes | | | 125,000 | | | | | | | | | | 125,000 | | | | 125,000 | | | | | | | | | | 125,000 | | | | 125,000 | | | | | | | | | | 125,000 | | | | Total current liabilities | | | 5,509,520 | | | | | | | | | | 5,509,520 | | | | 5,927,011 | | | | | | | | | | 5,927,011 | | | | 6,036,982 | | | | | | | | | | 6,036,982 | | | | Other liabilities | | | - | | | | 207,938 | | | (c) | | | 207,938 | | | | - | | | | 207,938 | | | (c) | | | 207,938 | | | | - | | | | 207,938 | | | (c) | | | 207,938 | | | | Notes payable other | | | 13,156 | | | | | | | | | | 13,156 | | | | 12,979 | | | | | | | | | | 12,979 | | | | 12,802 | | | | | | | | | | 12,802 | | | | Total liabilities | | | 5,522,676 | | | | 207,938 | | | | | | 5,730,614 | | | | 5,939,990 | | | | 207,938 | | | | | | 6,147,928 | | | | 6,049,784 | | | | 207,938 | | | | | | 6,257,722 | | | | | | | | | | | | | | | | | - | | | | | | | | | | | | | | - | | | | | | | | | | | | | | - | | | | Convertible Notes | | | | | | | | | | | | | - | | | | | | | | | | | | | | - | | | | | | | | | | | | | | - | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Stockholders Deficit: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Common stock | | | 1,071,111 | | | | | | | | | | 1,071,111 | | | | 1,981,881 | | | | | | | | | | 1,981,881 | | | | 2,312,971 | | | | | | | | | | 2,312,971 | | | | Additional paid in capital | | | 40,259,135 | | | | - | | | | | | 40,259,135 | | | | 40,609,865 | | | | - | | | | | | 40,609,865 | | | | 40,642,224 | | | | 3,032,710 | | | (b) | | | 43,674,934 | | | | Accumulated deficit | | | (45,549,340 | ) | | | (1,468,411 | ) | | (a)(c) | | | (47,017,751 | ) | | | (47,238,583 | ) | | | (1,457,578 | ) | | (a)(c) | | | (48,696,161 | ) | | | (47,739,745 | ) | | | (4,496,187 | ) | | (a)(b)(c) | | | (52,235,932 | ) | | | Total stockholders deficit | | | (4,219,094 | ) | | | (1,468,411 | ) | | | | | (5,687,505 | ) | | | (4,646,837 | ) | | | (1,457,578 | ) | | | | | (6,104,415 | ) | | | (4,784,550 | ) | | | (1,463,477 | ) | | | | | (6,248,027 | ) | | | Total liabilities and deficit | | $ | 1,303,582 | | | $ | (1,260,473 | ) | | | | $ | 43,109 | | | $ | 1,293,153 | | | $ | (1,249,640 | ) | | | | $ | 43,513 | | | $ | 1,265,234 | | | $ | (1,255,539 | ) | | | | $ | 9,694 | | | | F-21 | | | | | **STATEMENTS OF OPERATIONS** | | | As filed | | | Adjustments | | | | As restated | | | As filed | | | Adjustments | | | | As restated | | | As filed | | | Adjustments | | | | As restated | | | | | | Threemonths ended March 31, 2024 | | | | | | | | Threemonths ended March 31, 2024 | | | Three months ended June 30, 2024 | | | | | | | | Three months ended June 30, 2024 | | | Three months ended September 30, 2024 | | | | | | | | Three months ended September 30, 2024 | | | | | | As filed | | | Adjustments | | | | As restated | | | As filed | | | Adjustments | | | | As restated | | | As filed | | | Adjustments | | | | As restated | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Services | | $ | 15,806 | | | | | | | $ | 15,806 | | | $ | 9,841 | | | | | | | | $ | 9,841 | | | $ | 10,299 | | | | | | | $ | 10,299 | | | | Cost of services | | | 1,525 | | | | | | | | | | 1,525 | | | | 7,733 | | | | | | | | | | 7,733 | | | | 7,361 | | | | | | | | | | 7,361 | | | | Gross profit | | | 14,281 | | | | | | | | | | 14,281 | | | | 2,107 | | | | | | | | | | 2,107 | | | | 2,938 | | | | | | | | | | 2,938 | | | | Operating expenses: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | General and administrative expenses | | | 442,831 | | | | | | | | | | 442,831 | | | | 243,823 | | | | | | | | | | 243,823 | | | | 309,364 | | | | | | | | | | 309,364 | | | | Amortization | | | 10,833 | | | | (10,833 | ) | | (a) | | | - | | | | 10,833 | | | | (10,833 | ) | | (a) | | | - | | | | - | | | | - | | | | | | - | | | | Stock based compensation | | | 463,198 | | | | - | | | | | | 463,198 | | | | 439,487 | | | | - | | | | | | 439,487 | | | | (281,088 | ) | | | 3,032,710 | | | (b) | | | 2,751,622 | | | | Total operating expenses | | | 916,862 | | | | (10,833 | ) | | | | | 906,029 | | | | 694,143 | | | | (10,833 | ) | | | | | 683,310 | | | | 28,276 | | | | 3,032,710 | | | | | | 3,060,986 | | | | Loss from operations | | | (902,581 | ) | | | 10,833 | | | | | | (891,748 | ) | | | (692,036 | ) | | | 10,833 | | | | | | (681,203 | ) | | | (25,338 | ) | | | (3,032,710 | ) | | | | | (3,058,048 | ) | | | Other income (expense) | | | | | | | | | | | | | - | | | | | | | | | | | | | | - | | | | | | | | | | | | | | - | | | | Interest (expense) | | | (200,157 | ) | | | | | | | | | (200,157 | ) | | | (193,192 | ) | | | | | | | | | (193,192 | ) | | | (76,807 | ) | | | | | | | | | (76,807 | ) | | | Loss before provision of income taxes | | | (1,102,738 | ) | | | 10,833 | | | | | | (1,091,905 | ) | | | (885,228 | ) | | | 10,833 | | | | | | (874,395 | ) | | | (102,145 | ) | | | (3,032,710 | ) | | | | | (3,134,855 | ) | | | Provision for income taxes (benefit) | | | - | | | | | | | | | | | | | | - | | | | | | | | | | | | | | - | | | | | | | | | | | | | | Net loss | | $ | (1,102,738 | ) | | | 10,833 | | | | | $ | (1,091,905 | ) | | $ | (885,228 | ) | | | 10,833 | | | | | $ | (874,395 | ) | | $ | (102,145 | ) | | | (3,032,710 | ) | | | | $ | (3,134,855 | ) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Net loss per share | | $ | (0.00 | ) | | | | | | | | $ | (0.00 | ) | | $ | (0.00 | ) | | | | | | | | $ | (0.00 | ) | | $ | (0.00 | ) | | | | | | | | $ | (0.00 | ) | | | Weighted average shares basic and dilutes | | | 902,542,121 | | | | | | | | | | 902,542,121 | | | | 1,981,881,172 | | | | | | | | | | 1,981,881,172 | | | | 2,007,990,481 | | | | | | | | | | 2,007,990,481 | | | Adjustments | (a) | To reflect the write-off of the goodwill and intangible assets of BTA which was written off pursuant to the Companys June 2, 2024 10-K/A filing for the year ended December 31, 2023 | | | | | | | (b) | To reflect the value of voting preferred stock of $3,302,710 granted to the Companys CEO | | | | | | | (c) | To record the reclassification of $207,938 initially recorded as revenue in 2023 that was reclassified to other liabilities due the Companys inability to support revenue recognition under the guidelines of ASC 606 | | **NOTE 11 - SUBSEQUENT EVENTS** **** **** On January 10, 2025, the Company and AJB Capital Investments LLC entered into a Second Amendment dated as of January 8, 2025 (Second Amendment), to that certain Promissory Note dated as of November 7, 2024 (Promissory Note).The First Amendment to the Promissory Note dated as of November 18, 2024 (First Amendment), amended the Promissory Note toincrease the principal amount of the Promissory Note from $33,000 to $48,600. The Second Amendment to the Promissory Note amends the Promissory Note,as amended by the First Amendment,to increase the principal amount of the Promissory Note from $48,600 to $81,934, provided, however, that the $33,334 of additional principal carries an original issue discount of $3,334 withheld from the Company to cover monitoring costs associated with the Promissory Note. **** On January 23, 2025 (the Effective Date), the Company entered into a consulting agreement (the Consulting Agreement) with YWRC Holdings, Inc. (the Consultant). The Consulting Agreement has an initial term of six months, commencing on the Effective Date. The Consultant received a one-time engagement fee on the Effective Date and is eligible to receive a monthly fee for its services during the term of the Consulting Agreement in accordance with the terms and conditions of the Consulting Agreement, totaling up to a cumulative $1,015. In addition, the Consultant will receive an award of 4.99% of the Companys common stock, par value $0.001 per share (the Common Stock), subject to the Consultants continued compliance with the terms of the Consulting Agreement; provided, Consultant will be eligible to receive an additional equity award at the 12-month anniversary of the Effective Date to ensure that Consultant hold as total equity interest equal to 4.99% of the fully diluted outstanding shares of the Company. Consultant shall not sell, transfer, or otherwise dispose of more than 5% of the total trading volume of the Company Common Stock, as traded on the applicable stock exchange or market, during any calendar month, calculated based on the total trading volume during the previous calendar month. The Company may terminate the Consulting Agreement at any time with at least 30 days prior written notice. The Consultant will be an independent contractor of the Company, and as such, the Consultant is not entitled to participate in any Company employee benefit plans. | F-22 | | | | | On January 27, 2025, the Company and AJB Capital Investments LLC entered into a Second Amendment dated as of October 10, 2024 (Second Amendment), to that certain Promissory Note dated as of August 28, 2024 (Promissory Note). The First Amendment to the Promissory Note dated as of October 1, 2024 (First Amendment), amends the Promissory Note,to increase the principal amount of the Promissory Note from $120,000 to $142,000. The Second Amendment to the Promissory Noteamends the Promissory Note, as amended by the First Amendment, to increase the principal amount of the Promissory Note from $142,000 to $157,556,provided, however, that the $15,556 of additional principal carries an original issue discount of $1,556 withheld from the Company to cover monitoring costs associated with the Promissory Note. OnJanuary 27, 2025 (the Advance Date), the Company entered into a Promissory Note with Ronald Levy, the Companys, Chief Executive Officer, Chief Operating Officer and Secretary, to obtain an advance in the amount of $15,000 (the Loan) for the aforementioned Consultant engagement fee. The Loan bears interest at the rate of 5% per annum, with a maturity date four months from the Advance Date. On February 11, 2025, the Companyand AJB Capital Investments LLC entered into a Third Amendment dated as of February 6, 2025 (Third Amendment) to that certain Promissory Note dated as of August 28, 2024 (Promissory Note). The First Amendment to the Promissory Note dated as of October 1, 2024 (First Amendment), amends the Promissory Note,to increase the principal amount of the Promissory Note from $120,000 to $142,000. The Second Amendment to the Promissory Noteamends the Promissory Note, as amended by the First Amendment, to increase the principal amount of the Promissory Note from $142,000 to $157,556. The Third Amendment to the Promissory Note amends the Promissory Note, as amended by the First and Second Amendments, to increase the principal amount of the Promissory Note from $157,556 to $222,890, provided, however, that the $65,334 of additional principal carries an original issue discount of $6,534withheld from the Company to cover monitoring costs associated with the Promissory Note and $3,500 withheld from the Company to cover due diligence and legal costs in connection with the Third Amendment. The Company and AJB Capital Investments LLC entered into a Fourth Amendment dated as of March 10, 2025 (Fourth Amendment) to that certain Promissory Note dated as of August 28, 2024 (Promissory Note). The First Amendment to the Promissory Note dated as of October 1, 2024 (First Amendment), amends the Promissory Note,to increase the principal amount of the Promissory Note from $120,000 to $142,000. The Second Amendment to the Promissory Noteamends the Promissory Note, as amended by the First Amendment, to increase the principal amount of the Promissory Note from $142,000 to $157,556. The Third Amendment to the Promissory Note amends the Promissory Note, as amended by the First and Second Amendments, to increase the principal amount of the Promissory Note from $157,556 to $222,890. The Fourth Amendment to the Promissory Note amends the Promissory Note, as amended by the First, Second, and Third Amendments, to increase the principal amount of the Promissory Note from $22,890 to $252,890, provided, however, that the $30,000 of additional principal carries an original issue discount of $3,000withheld from the Company to cover monitoring costs associated with the Promissory Note and $2,000 withheld from the Company to cover due diligence and legal costs in connection with the Fourth Amendment. | F-23 | | | | | The Company and AJB Capital Investments LLC entered into a Fifth Amendment executed on May 13, 2025 (Fifth Amendment) to that certain Promissory Note dated as of August 28, 2024 (Promissory Note). The First Amendment to the Promissory Note dated as of October 1, 2024 (First Amendment), amends the Promissory Note,to increase the principal amount of the Promissory Note from $120,000 to $142,000. The Second Amendment to the Promissory Noteamends the Promissory Note, as amended by the First Amendment, to increase the principal amount of the Promissory Note from $142,000 to $157,556. The Third Amendment to the Promissory Note amends the Promissory Note, as amended by the First and Second Amendments, to increase the principal amount of the Promissory Note from $157,556 to $222,890. The Fourth Amendment to the Promissory Note amends the Promissory Note, as amended by the First, Second, and Third Amendments, to increase the principal amount of the Promissory Note from $22,890 to $252,890. The Fifth Amendment to the Promissory Note amends the Promissory Note, as amended by the First, Second, Third, and Fourth Amendments, to increase the principal amount of the Promissory Note from $252,890 to $325,113, provided, however, that the $72,223 of additional principal carries an original issue discount of $7,223 withheld from the Company to cover monitoring costs associated with the Promissory Note and $4,000 withheld from the Company to cover due diligence and legal costs in connection with the Fifth Amendment. In exchange for the additional principal, the Company issued AJB Capital Investments LLC a pre-funded warrant to purchase up to 25,000,000 shares of Common Stock of the Company for a nominal exercise price of $0.00001 per warrant share (Pre-Funded Warrant). The Warrant includes various covenants of the Company for the benefit of the Warrant holder such as a beneficial ownership limitation on the holder that, in certain circumstances, may serve to restrict the holders right to exercise the Warrant. The offer and sale of the Promissory Note and Pre-Funded Warrant was made in a private transaction exempt from the registration requirements of the Securities Act of 1933, as amended (the Securities Act), in reliance on exemptions afforded by Section 4(a)(2) of the Securities Act and Rule 506(b) of Regulation D promulgated thereunder. **** **** | F-24 | | ****