CRCW Q3 2025: heavy debt, dilution and crypto treasury update
The Crypto Company (CRCW) reported another deeply loss-making and highly leveraged quarter for the period ended September 30, 2025. For the nine months, revenue from services was only $14,209 while net loss was $3,250,725, an improvement from a $5,905,168 loss a year earlier. Operating expenses were $1,647,383, including $690,877 of share-based compensation, and other expenses were driven by $925,925 of loss on debt extinguishment and $892,826 of interest expense.
The balance sheet remains strained. Total assets were $1,465,508, including cash of $446,954 and a new multi-coin cryptocurrency treasury of $1,018,554. Against this, total liabilities were $8,814,605, mostly notes payable and convertible debt, leaving stockholders’ deficit at $7,349,096. The company disclosed a working capital deficit of $8,355,498 and an accumulated deficit of $56,657,186 and stated there is substantial doubt about its ability to continue as a going concern.
To fund operations, CRCW relied heavily on high-interest promissory and convertible notes, primarily with AJB Capital and Fast Capital, plus an interest-free bitcoin-denominated note to Three Mile Creek Future LLC, often accompanied by warrants and stock issued as financing fees or for services. Common shares outstanding rose from 3,032,746,878 at December 31, 2024 to 4,137,864,773 at September 30, 2025, and to 4,774,311,278 by November 17, 2025. After quarter-end, the company acquired 50.1% of Starchive.io, Inc., adding a content management and monetization platform to its blockchain consulting and training business.
Positive
- None.
Negative
- Going concern risk: Management states there is substantial doubt about the company’s ability to continue as a going concern, citing sustained losses, minimal revenue, and a working capital deficit of $8,355,498.
- Highly leveraged, negative equity: As of September 30, 2025, liabilities of $8,814,605 vastly exceed assets of $1,465,508, resulting in a stockholders’ deficit of $7,349,096.
- Heavy reliance on dilutive, high-cost financing: Multiple AJB and Fast Capital notes carry double‑digit interest, default step‑ups, and discounted equity conversion features, alongside warrants and stock issued as financing fees, driving rapid share-count growth.
Insights
CRCW shows severe balance sheet stress, heavy dilutive financing, and a formal going-concern warning.
The company’s core business remains very small, with nine‑month 2025 services revenue of
Liquidity and leverage are the main concerns. Total assets of
Funding is largely via high‑interest promissory and convertible notes, primarily with AJB Capital Investments LLC and Fast Capital LLC, plus an interest‑free bitcoin‑denominated note to Three Mile Creek Future LLC. Many of these instruments allow conversion into common stock at discounts to market, and CRCW has also issued common shares and warrants as financing fees and for services. Common shares outstanding increased from 3.03 billion at
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
| QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For
the quarterly period ended
OR
| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from __________ to __________
Commission
File Number:
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of | (I.R.S. Employer | |
| incorporation or organization) | Identification No.) |
(Address of principal executive offices)
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Securities Exchange Act of 1934:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
| None | N/A | N/A |
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.
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 than the registrant
was required to submit such files).
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 ☐ | |
| 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. ☐
Indicate
by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No
As
of November 17, 2025 the issuer had
TABLE OF CONTENTS
| Page No. | ||
| PART I FINANCIAL INFORMATION | ||
| Item 1. | Financial Statements | |
| Consolidated Balance Sheets as of September 30, 2025 (Unaudited) and December 31, 2024 | 4 | |
| Unaudited Consolidated Statements of Operations for the Three and Nine Months Ended September 30, 2025 and 2024 | 5 | |
| Unaudited Consolidated Statements of Stockholders’ Deficit for the Three and Nine Months Ended September 30, 2025 and 2024 | 6 | |
| Unaudited Consolidated Statements of Cash Flows for the Nine Months Ended September 30, 2025 and 2024 | 7 | |
| Notes to Unaudited Consolidated Financial Statements | 9 | |
| Item 2. | Management’s Discussion and Analysis of Financial Condition and Results of Operations | 26 |
| Item 3. | Quantitative and Qualitative Disclosures About Market Risk | 30 |
| Item 4. | Controls and Procedures | 30 |
| PART II OTHER INFORMATION | 31 | |
| Item 1. | Legal Proceedings | 31 |
| Item 1A. | Risk Factors | 31 |
| Item 3. | Defaults upon Senior Securities | 32 |
| Item 4. | Mine Safety Disclosures | 32 |
| Item 5. | Other Information | 32 |
| Item 6. | Exhibits | 32 |
| SIGNATURES | 33 | |
| 2 |
NOTE ABOUT FORWARD-LOOKING STATEMENTS
This Quarterly Report on Form 10-Q (the “Quarterly Report”) contains forward-looking statements. All statements contained in this Quarterly Report other than statements of historical fact, including statements regarding our future results of operations and financial position, our business strategy and plans, and our objectives for future operations, are forward-looking statements. The words “believe,” “may,” “will,” “estimate,” “continue,” “anticipate,” “intend,” “expect,” and similar expressions are intended to identify forward-looking statements. We have based these forward-looking statements largely on our current expectations and projections about future events and trends that we believe may affect our financial condition, results of operations, business strategy, short- term and long-term business operations, and objectives, and financial needs. These forward-looking statements are subject to a number of risks, uncertainties, and assumptions, including those described in our Annual Report on Form 10-K for the year ended December 31, 2024 (the “2024 Annual Report”) as filed with the U.S. Securities and Exchange Commission (“SEC”) and in any subsequent filings with the SEC. Moreover, we operate in a very competitive and rapidly changing environment. New risks emerge from time to time. Our management cannot predict all risks, nor can we assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements we may make. In light of these risks, uncertainties, and assumptions, the future events, and trends discussed in this Quarterly Report may not occur and actual results could differ materially and adversely from those anticipated or implied in the forward-looking statements.
We undertake no obligation to revise or publicly release the results of any revision to these forward-looking statements, except as required by law. Given these risks and uncertainties, readers are cautioned not to place undue reliance on such forward-looking statements.
Unless expressly indicated or the context requires otherwise, 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 Blockchain Training Alliance, Inc. (“BTA”) and an inactive subsidiary Coin Tracking, LLC (“CoinTracking”).
| 3 |
THE CRYPTO COMPANY
CONSOLIDATED BALANCE SHEETS
| September 30, 2025 | December 31, 2024 | |||||||
| (Unaudited) | ||||||||
| ASSETS | ||||||||
| CURRENT ASSETS | ||||||||
| Cash and cash equivalents | $ | $ | ||||||
| Total current assets | ||||||||
| Cryptocurrency | - | |||||||
| TOTAL ASSETS | $ | $ | ||||||
| LIABILITIES AND STOCKHOLDERS’ DEFICIT | ||||||||
| CURRENT LIABILITIES | ||||||||
| Accounts payable and accrued expenses | $ | $ | ||||||
| Other liabilities | ||||||||
| Notes payable | ||||||||
| Convertible debt -net of discount | ||||||||
| Total current liabilities | ||||||||
| Notes payable - other | ||||||||
| TOTAL LIABILITIES | ||||||||
| STOCKHOLDERS’ DEFICIT | ||||||||
| Preferred A voting stock, $ | - | - | ||||||
| Common stock, $ | ||||||||
| Additional paid-in-capital | ||||||||
| Accumulated deficit | ( | ) | ( | ) | ||||
| TOTAL STOCKHOLDERS’ DEFICIT | ( | ) | ( | ) | ||||
| TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT | $ | $ | ||||||
The accompanying notes are an integral part of the unaudited consolidated financial statements.
| 4 |
THE CRYPTO COMPANY
UNAUDITED CONSOLIDATED STATEMENTS OF OPERATIONS
| For the three | For the three | For the nine | For the nine | |||||||||||||
| months ended | months ended | months ended | months ended | |||||||||||||
| September 30, 2025 | September 30, 2024 | September 30, 2025 | September 30, 2024 | |||||||||||||
| (Restated) | (Restated) | |||||||||||||||
| Revenue: | ||||||||||||||||
| Services | $ | $ | $ | $ | ||||||||||||
| Cost of services | - | - | ||||||||||||||
| Gross margin | ||||||||||||||||
| Operating expenses: | ||||||||||||||||
| General and administrative expenses | ||||||||||||||||
| Share-based compensation | ||||||||||||||||
| Change in the fair market value of cryptocurrency | - | - | ||||||||||||||
| Total operating expenses | ||||||||||||||||
| Operating loss | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Other income and expense | ||||||||||||||||
| Gain on the forgiveness of debt | - | - | ||||||||||||||
| Loss on the extinguishment of debt | ( | ) | - | ( | ) | - | ||||||||||
| Gain on the sale of property | - | - | - | |||||||||||||
| Interest expense | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| total other expense | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Loss before provision for income taxes | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Provision for income taxes | - | - | - | - | ||||||||||||
| Net (loss) | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||
| Net (loss) per share | $ | ( | ) | ( | ) | ( | ) | ( | ) | |||||||
| Weighted average common shares outstanding – basic and diluted | ||||||||||||||||
The accompanying notes are an integral part of the unaudited consolidated financial statements.
| 5 |
THE CRYPTO COMPANY
UNAUDITED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ DEFICIT
| Total | ||||||||||||||||||||
| Common stock | Paid in | Accumulated | Stockholders’ | |||||||||||||||||
| Shares | Amount | capital | Deficit | Deficit | ||||||||||||||||
| Balance, December 31, 2023 -Restated | $ | $ | $ | ( | ) | $ | ( | ) | ||||||||||||
| Additional paid in capital | ||||||||||||||||||||
| Common stock issued for note conversion | ||||||||||||||||||||
| Net loss | ( | ) | ||||||||||||||||||
| Balance, March 31, 2024 -Restated | $ | $ | $ | ( | ) | $ | ( | ) | ||||||||||||
| Common stock issued for debt conversion | ||||||||||||||||||||
| Debt discount for warrants | ||||||||||||||||||||
| Net loss | ( | ) | ( | ) | ||||||||||||||||
| Balance, June 30, 2024 -Restated | $ | $ | $ | ( | ) | $ | ( | ) | ||||||||||||
| Common stock issued for debt conversion | $ | |||||||||||||||||||
| Net loss | ( | ) | $ | ( | ) | |||||||||||||||
| Balance , September 30, 2024 -Restated | $ | $ | $ | ( | ) | $ | ( | ) | ||||||||||||
| Common stock | Paid in | Accumulated | Stockholders’ | |||||||||||||||||
| Shares | Amount | capital | Deficit | Deficit | ||||||||||||||||
| Balance, December 31, 2024 | ( | ) | ( | ) | ||||||||||||||||
| Issuance of common stock for services | ||||||||||||||||||||
| Issuance of warrants for financing fee | ||||||||||||||||||||
| Common stock issued for note conversion | ||||||||||||||||||||
| Net loss | ( | ) | ( | ) | ||||||||||||||||
| Balance, March 31, 2025 | $ | $ | $ | ( | ) | $ | ( | ) | ||||||||||||
| Issuance of warrants for financing fee | ||||||||||||||||||||
| Issuance of common stock for services | ||||||||||||||||||||
| Net loss | ( | ) | ( | ) | ||||||||||||||||
| Balance, June 30, 2025 | $ | $ | $ | ( | ) | $ | ( | ) | ||||||||||||
| Balance | ( | ) | ( | ) | ||||||||||||||||
| Shares issued as financing fee for convertible note issuance | ||||||||||||||||||||
| Issuance of warrants as a financing fee for promissory note issuance | ||||||||||||||||||||
| Issuance of common stock for services | ||||||||||||||||||||
| Common stock issued for note conversion | ||||||||||||||||||||
| Common stock issued as financing fee | ||||||||||||||||||||
| Net loss | ( | ) | ( | ) | ||||||||||||||||
| Balance, September 30, 2025 | $ | $ | $ | ( | ) | $ | ( | ) | ||||||||||||
| Balance | $ | $ | $ | ( | ) | $ | ( | ) | ||||||||||||
The accompanying notes are an integral part of the unaudited consolidated financial statements.
| 6 |
THE CRYPTO COMPANY
UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS
| For the nine | For the nine | |||||||
| months ended | months ended | |||||||
| September 30, 2025 | September 30, 2024 | |||||||
| Cash flows from operating activities: | ||||||||
| Net (loss) | $ | ( | ) | $ | ( | ) | ||
| Adjustments to reconcile net loss to net cash used in operations: | ||||||||
| Loss on the extinguishment of debt | - | |||||||
| Share-based compensation | ||||||||
| Warrants issued for financing fee | - | |||||||
| Gain on the forgiveness of debt | ( | ) | - | |||||
| Common stock issued as a financing fee | - | |||||||
| Cryptocurrency | ( | ) | - | |||||
| Amortization of note discount | ||||||||
| Prepaid expenses | - | |||||||
| Accounts payable and accrued expenses | ||||||||
| Net cash (used in) operating activities | ( | ) | ( | ) | ||||
| Cash flows from financing activities: | ||||||||
| Payment of notes payable | ( | ) | - | |||||
| Proceeds from the issuance of convertible notes | - | |||||||
| Proceeds from issuance of notes payable | ||||||||
| Net cash provided by financing activities | ||||||||
| Net increase (decrease) in cash and cash equivalents | ( | ) | ||||||
| Cash and cash equivalents at the beginning of the period | ||||||||
| Cash and cash equivalents at the end of the period | $ | |||||||
| SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION: | ||||||||
| Common stock issued for convertible debt | $ | |||||||
The accompanying notes are an integral part of the unaudited consolidated financial statements.
| 7 |
THE CRYPTO COMPANY
NOTES TO (UNAUDITED) CONSOLIDATED FINANCIAL STATEMENTS
NOTE 1 – BASIS OF PRESENTATION AND THE COMPANY
Basis of Presentation
The unaudited condensed consolidated financial statements included in this Form 10-Q have been prepared in accordance with the U.S. Securities and Exchange Commission (the “SEC”) instructions for Quarterly Reports on Form 10-Q. Accordingly, the condensed consolidated financial statements are unaudited and do not contain all of the information required by U.S. Generally Accepted Accounting Principles (“GAAP”) to be included in a full set of financial statements. The unaudited condensed Consolidated Balance Sheet at December 31, 2024 has been derived from the audited consolidated financial statements at that date but does not include all of the information and footnotes required by GAAP for a complete set of financial statements. The audited consolidated financial statements for our fiscal year ended December 31, 2024, filed with the SEC on Form 10-K on June 13, 2025, include a summary of our significant accounting policies and should be read in conjunction with this Form 10-Q. In the opinion of management, all material adjustments necessary to present fairly the results of operations, cash flows, and balance sheets for such periods have been included in this Form 10-Q. All such adjustments related to operations are of a normal recurring nature. The results of operations for interim periods are not necessarily indicative of the results of operations for the entire year.
Use of Estimates
The preparation of condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the condensed consolidated financial statements and disclosures made in the accompanying notes to the condensed consolidated financial statements. Significant estimates and judgments may include those related to revenue recognition, goodwill valuation, asset impairment, business combination accounting, and income taxes. Actual results could materially differ from those estimates.
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. However, during the three months ended September 30, 2025, the Company began to establish a multi-coin Digital Asset Treasury comprised of tokens the Company believes represents both the foundation and the future of crypto. The Company believes in the future developments of blockchain and crypto as mass adoption accelerates. The Company intends on holding tokens for the immediate future.
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 nine months ended September 30, 2025, and 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.
During the three months ended September 30, 2025 the Company began to establish a multi-coin Digital Asset Treasury comprised of Bitcoin, Avax, Ethereum and XRP tokens, which the Company believes represents both the foundation and the future of crypto. The Company believes in the future developments of blockchain and crypto as mass adoption accelerates. The Company intends on holding tokens for the immediate future.
On October 15, 2025, the Company closed on the acquisition of
NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Going Concern
The
Company’s 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 September 30, 2025, the Company had cash of $
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 Company’s expenses and achieve a level of revenue adequate to support the Company’s 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.
| 9 |
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.
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 Company’s 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 Company’s 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, including Bitcoin,
Avax, Ethereum and XRP tokens, which are actively traded on exchanges and amounted to a total of $
SCHEDULE OF DOLLAR VALUE ACTIVELY TRADED ON EXCHANGES
| Bitcoin | $ | |||
| Avax | $ | |||
| Ethereum | $ | |||
| XRP | $ | |||
| Crypto currencies | $ |
As a result of adopting ASC 350-60, Intangibles — Goodwill and Other, (“ASC 350-60”) on September 1, 2024, bitcoin is measured at fair value as of each reporting period (see “Recently Issued Accounting Pronouncements below”). The fair value of bitcoin is measured using the period-end closing bitcoin price from its principal market, Coinbase, in accordance with ASC 820, Fair Value Measurement (“ASC 820”). Since bitcoin is traded on a 24-hour period, the Company utilizes the price as of 23:59:59 UTC, which aligns with the Company’s revenue recognition cut-off. The changes in bitcoin valuation due to remeasurement in fair value within each reporting period are reflected on the Consolidated Statements of Operations and Comprehensive Loss as “Gain on fair value of bitcoin, net”. In accordance with ASC 350-60, the Company discloses realized gains and losses from the sale of bitcoin and such gains and losses are measured as the difference between the cash proceeds and the cost basis of bitcoin as determined on a First In-First Out basis.
As
of September 30, 2025 and December 31, 2024 there were $
Equipment
– Equipment is recorded at cost and
depreciated using the straight-line method over the estimated useful life ranging from
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
| 10 |
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 $
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 September 30, 2025, we had a net operating loss carryforward for federal income tax purposes of approximately $
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 management’s best estimate of what participants would use in pricing the asset or liability at the measurement date. |
The carrying amounts of the Company’s financial assets and liabilities, including cash, accounts payable and accrued expenses approximate fair value because of the short maturity of these instruments.
| 11 |
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 606’s 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 entity’s 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.
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 Company’s 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.
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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 nine months ended September 30, 2025 and the year ended December 31, 2024, the Company had no potentially dilutive common stock equivalents since the Company was in a loss position and inclusion of any equivalents would be anti-dilutive. Therefore, the basic EPS and the diluted EPS are the same.
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 Company’s financial position, results of operations or cashflows.
NOTE 3 – RECENT ACCOUNTING PRONOUNCEMENTS
Management has considered all recent accounting pronouncements issued. The Company’s management believes that these recent pronouncements will not have a material effect on the Company’s financial statements.
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 $
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As
a result of the foregoing the Company initially recorded goodwill of $
During
the year ended December 31, 2023, the Company wrote off all of the goodwill and intangible assets of BTA amounting $
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 $
On October 15, 2025, the Company closed on the acquisition of
As
of September 30, 2025 we had
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 Company’s common stock (“Common
Stock”) from
On
the same date the Company entered into a stock agreement (the “Stock Agreement”) with, the Company’s CEO
Ronald Levy pursuant to which the Company issued a total of ten (
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 method to value the shares. The
On
January 27, 2025 (the “Advance Date”), the Company entered into a Promissory Note with Ronald Levy, the Company’s
Chief Executive Officer, Interim Chief Financial Officer, Chairman of the Board, and Secretary, to obtain an advance in the amount of $
On June 24, 2025 and June 25, 2025,
the Company entered into stock agreements with five recipients to issue a total of
On July
10, 2025, the Company borrowed funds from Three Mile Creek Future LLC (“TMCF”) and issued a Promissory Note (the
“TMCF Note”) in the principal amount of
NOTE 6 – NOTE PAYABLE
As
of September 30, 2025, Notes Payable amounted to $
AJB NOTES
●
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 $
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At
the closing the Company repaid all obligations owed to AJB pursuant to a
The
maturity date of the May ABJ Note is
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 Company’s common stock at a conversion price equal to
As
September 30, 2025 the principal balance on this AJB Note is $
| 15 |
●
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 $
The
maturity date of the AJB June Note is
As
of September 30, 2025, the balancing remaining under this AJB Note is $
●
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 $
The
maturity date of the Nov. Note is
As
of September 30, 2025, the balancing remaining under this AJB Note is $
●
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 $
| 16 |
The
maturity date of the January 30, 2024 Note is
As
of September 30, 2025, the balancing remaining under this AJB Note is $
●
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 $
The
maturity date of the February 20, 2024 Note is
As
of September 30, 2025, the balancing remaining under this AJB Note is $
●
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 $
The
maturity date of the February 29, 2024 Note is
As
of September 30, 2025, the balancing remaining under this AJB Note is $
●
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 $
The
maturity date of the April 12, 2024 Note is
On
September 29, 2025 the Company and AJB entered into a Third Amendment (“Third Amendment”). The Third Amendment to
the Promissory Note amends the Promissory Note, as amended by the First Amendment and Second Amendment to extend the maturity date of
the Promissory Note to
As
of September 30, 2025, the balancing remaining under this AJB Note is $
●
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 $
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The
maturity date of the May 31, 2024 Note is
As
of September 30, 2025, the balancing remaining under this AJB Note is $
●
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 $
The
maturity date of the June 18, 2024 Note is
As
of September 30, 2025, the balancing remaining under the AJB June Note is $
●
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 $
The
maturity date of the July 15, 2024 Note is
As
of September 30, 2025, the balancing remaining under this AJB Note is $
●
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 $
On October 1, 2024, the Company and AJB Capital Investments LLC entered into a First Amendment to the August 28,
2024 Promissory Note (“First Amendment”), which amended the August 28, 2024 Promissory Note to increase the principal amount
of the Promissory Note from $
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 August 28, 2024 Note. The Second Amendment to the August 28, 2024 Note
amends the August 28, 2024 Note, as amended by the First Amendment, to increase the principal amount of the Promissory Note from
$
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On
February 11, 2025, the Company and AJB Capital Investments LLC entered into a Third Amendment dated as of February 6, 2025
(“Third Amendment”) to that certain August 28, 2024 Note. The Third Amendment to the August 28, 2024 Note amends the
August 28, 2024 Note, as amended by the First and Second Amendments, to increase the principal amount of the August 28, 2024 Note from $
The
Company and AJB Capital Investments LLC entered into a Fourth Amendment dated as of March 10, 2025 (“Fourth Amendment”) to
that certain August 28, 2024 Note. The Fourth Amendment to the Promissory Note amends the August 28, 2024 Note, as amended by the First, Second,
and Third Amendments, to increase the principal amount of the August 28, 2024 Note from $
The
Fifth Amendment to the August 28, 2024 Note entered into on May 13, 2025, amends the August 28, 2024 Note, as amended by the First,
Second, Third, and Fourth Amendments, to increase the principal amount of the August 28, 2024 Note from $
The
maturity date of the August 28, 2024 Note was
As
of September 30, 2025, the balancing remaining under this AJB Note is $
●
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 $
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On
November 19, 2024, the Company and AJB Capital Investments LLC entered into a First Amendment to the November 1, 2024 Note (“First
Amendment”), which amended the November 1, 2024 Note to increase the principal amount of the November 1, 2024 Note from $
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 November 1, 2024 Note. The Second Amendment to the November 1, 2024 Note amends
the November 1, 2024 Note, as amended by the First Amendment, to increase the principal amount of the November 1, 2024 Note from $
The
maturity date of the November 1, 2024 Note is
As
of September 30, 2025, the balancing remaining under this AJB Note is $
●
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 $
The
December 4, 2024 Note bears interest at
As
of September 30, 2025, the balancing remaining under this AJB Note is $
●
On February 20, 2025, 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 $
The
February 20, 2025 Note bears interest at
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As
of September 30, 2025, the balancing remaining under this AJB Note is $
●
On June 30, 2025, the Company borrowed funds pursuant to the terms of a Securities Purchase Agreement (the “AJB SPA”)
entered into with AJB Capital Investments, LLC (“AJB”), and issued both a Promissory Note in the principal amount of
$
The
maturity date of the June 2025 AJB Note is
The
AJB Warrant entitles AJB to subscribe for and purchase from the Company up to
As
of September 30, 2025, the balancing remaining under this June 2025 AJB Note is $
FAST CAPITAL
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
The
maturity date of the Fast Capital Note is
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
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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
As
of September 30, 2025, the balancing remaining under the Fast Capital Note is $
THREE MILE CREEK
On
July 10, 2025,
The principal balance of the TMCF Note will be payable on January 10, 2026. The TMCF Note bears no interest and can be pre-paid by the Company any time without penalty. To secure the payment and performance of all obligations under the TMCF Note, the Company granted to TMCF a continuing security interest in all assets of the Company (the “Collateral”). Upon event of default, the unpaid principal balance of the TMCF Note will immediately become due and payable, and TMCF will have all rights and remedies available to it under the Nevada Uniform Commercial Code, including the right to take possession of the Collateral and to sell or otherwise dispose of it. AJB Capital Investments LLC, which holds a first priority security interest in the Collateral, has consented to the creation of the TMCF security interest in the Collateral and agreed to subordinate its lien to TMCF’s security interest.
The
Warrant entitles TMCF to subscribe for and purchase from the Company up to
Convertible Notes
Beginning
on August 13, 2025, the Company executed subscription agreements with five accredited investors: Eksa Holdings LLC, Practivist Investors
LLC, Richard G Averitt, Robert Nail, and Ryan Crownholm (each, an “Investor” and collectively, the “Investors”),
in which the Company issued an aggregate of
The Notes bear no interest and mature six months from the date of issuance of each Note (the “Maturity Date”), unless earlier converted or repaid in accordance with its terms.
On
the Maturity Date, at each Investor’s election, the Notes are either: (a) converted into a number of shares equal to
An
Investor may request full repayment of a Note at any time prior to the Maturity Date. If Investor contributes USD, the Note will be repaid
in BTC, in an amount equal to
The Notes contain customary representations, warranties, and covenants of the Company, as well as standard events of default.
Pursuant
to the Subscription Agreements, the Company issued to each Investor a number of shares of Common Stock equal to
On October 3, 2025, the Company entered into a Subscription Agreement with an accredited investor, White Dwarf
LLC (the “Investor”), pursuant to which the Company agreed to sell and issue to the Investor
Notes Payable -Other
SBA Loans
●
On June 10, 2020, the Company received a loan from the Small Business Administration of $
●
On February 2, 2021, the Company received a loan from the Small Business Administration of $
As
of September 30, 2025 the total due on the SBA loans amounted to $
NOTE 7 – OTHER LIABILITIES
During
the year ended December 31, 2023, the Company initially recorded $
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NOTE 8 – EQUITY
Common stock
As
of September 30, 2025, the Company had
On
September 25, 2025, the Company issued
On
September 29, 2025, the Company and AJB entered into a third amendment to an April 12, 2024, Promissory Note for $
Also
on September 25, 2025, the Company issued
Beginning
on September 23, 2025, the Company executed subscription agreements with certain institutional and other accredited investors
pursuant to which the Company agreed to sell and issue to the Investors an aggregate of
On September 15, 2025, the
Company entered into a Consulting Agreement with Jennifer Leo to provide the Company with social media consulting services. Pursuant to
the terms of the Consulting Agreement, the Company has agreed compensate Jennifer Leo with (i)
On
August 29, 2025 the Company issued
On August 19, 2025, the Company
entered into Board Advisory Agreements with Robert Nail and the Edge of Company, Inc., respectively. In consideration for the board advisory
services, each board advisor shall receive
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 had an initial term of six months, commencing on the
Effective Date. The Consultant received a one-time engagement fee on the Effective Date and was 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 $
On
May 23, 2025, the Company issued a total of
On
June 24, 2025 and June 25, 2025, the Company entered into stock agreement with five recipients to issue a total of
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 Company’s common stock (“Common
Stock”) from
| 23 |
On
the same date the Company entered into a stock agreement (the “Stock Agreement”) with, the Company’s CEO
Ronald Levy pursuant to which the Company issued a total of ten (
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
Stock Options
On
July 21, 2017, the Company’s 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
During
the year ended December 31, 2020, the Company issued
SCHEDULE OF STOCK OPTIONS ACTIVITY
Number of Shares | Weighted Average Exercise Price | Weighted Average Remaining Contractual Term (years) | ||||||||||
| Options outstanding, at December 31, 2023 | $ | |||||||||||
| Options granted | - | |||||||||||
| Options cancelled | - | |||||||||||
| Options exercised | - | |||||||||||
| Options outstanding, at December 31, 2024 | $ | |||||||||||
| Options granted | - | |||||||||||
| Options cancelled | - | |||||||||||
| Options exercised | - | |||||||||||
| Options vested and outstanding, at September 30, 2025 | $ | |||||||||||
The
Company recognized $-
The determination of the fair value of share-based compensation awards utilizing the Black-Scholes model is affected by the Company’s 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 Company’s stock options, adjusted for future expectations given the Company’s limited historical share price data.
| 24 |
As of September 30, 2025 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 | $ | |||||||||||
| February 2020 | $ | |||||||||||
| February 2020 | $ | |||||||||||
| April 2020 | $ | |||||||||||
| June 2020 | $ | |||||||||||
| March 2021 | $ | |||||||||||
| March 2023 | $ | |||||||||||
| March 2023 | $ | |||||||||||
| April 2023 | $ | |||||||||||
| May 2023 | $ | |||||||||||
| June 2023 | $ | |||||||||||
| November 2023 | $ | |||||||||||
| April 2024 | $ | |||||||||||
| May 2024 | $ | |||||||||||
| February 2025 | $ | |||||||||||
| May 2025 | $ | |||||||||||
| June 2025 | $ | |||||||||||
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. Responding to litigation or administrative proceedings, regardless of whether they have merit, can be expensive and disruptive to normal business operations. We are not able to predict the timing or outcome of these matters but currently do not expect that the resolution of these matters will have a material adverse effect on our financial position or results of operations.
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 Company’s 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 - SUBSEQUENT EVENTS
On November 17, 2025, Ronald Levy voluntarily resigned from his position as Chief Operating Officer of the Company. Such resignation is not due to any disagreement with the Company, its management, or its board of directors, and does not constitute a resignation from his positions as Chief Executive Officer, Interim Chief Financial Officer, Chairman of the Board, or Secretary. Also on November 17, 2025, the Board of Directors of the Company appointed Jared Strasser to serve as the Company’s Chief Operating Officer, effective immediately. Prior to joining the Company, Mr. Strasser served as the President of Technology Convergence Co. There are no arrangements or understandings between Mr. Strasser and any other person pursuant to which Mr. Strasser was appointed as Chief Operating Officer. There are no family relationships between Mr. Strasser and any director or executive officer of the Company, and there are no related-party transactions with Mr. Strasser reportable under Item 404(a) of Regulation S-K. The Company is currently negotiating an employment agreement for Mr. Strasser, which will be submitted to the Board of Directors for approval. The Company expects to enter into an employment agreement with Mr. Strasser upon the terms approved by the Board.
On October 3, 2025, the Company entered into a Subscription Agreement with an accredited investor, White Dwarf LLC, pursuant to
which the Company agreed to sell and issue to the Investor
On
October 8, 2025, the Company entered into a Securities Purchase Agreement (the “Purchase Agreement”) with
Starchive.io, Inc., a Delaware corporation (“Starchive”), each of the equity holders of Starchive (collectively,
the “Sellers” and each individually, a “Seller”) and Richard Averitt, as the Sellers’
representative. Pursuant to the Purchase Agreement, the Company acquired
At
the closing of the transaction, the Company provided consideration comprised of cash, equity, and debt. The Company issued to the Sellers
an aggregate of $
On
October 3, 2025, the Company added one additional member to the Company’s Advisory Board, Austin Davis, and issued him
| 25 |
ITEM 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.
You should read the following discussion of our financial condition and results of operations in conjunction with the consolidated financial statements and the related notes included elsewhere in this Quarterly Report on Form 10-Q (“Quarterly Report”) and with our audited consolidated financial statements, including the notes thereto, and Management’s Discussion and Analysis of Financial Condition and Results of Operations included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2024 (the “2024 Annual Report”), as filed with the U.S. Securities and Exchange Commission (“SEC”). In addition to historical consolidated financial information, the following discussion and analysis contain forward-looking statements that reflect our plans, estimates, and beliefs and involve risks and uncertainties. The words “may,” “could,” “should,” “estimate,” “project,” “forecast,” “intend,” “expect,” “anticipate,” “believe,” “target,” “plan” and similar expressions are intended to identify forward-looking statements. Our actual results could differ materially from those anticipated in the forward-looking statements. Factors that could cause or contribute to these differences include those discussed below and elsewhere in this Quarterly Report, as well as risks referenced in our other filings with the SEC.
Overview of Our Business
We are primarily engaged in the business of providing consulting, training, and educational services for distributed ledger technologies (“blockchain”), for individual and corporate clients, enterprises for general blockchain education, as well as for the building of technological infrastructure and enterprise blockchain technology solutions. We currently generate revenues and incur expenses through these consulting and educational operations. We have disposed of our entire ownership interest in CoinTracking GmbH and also divested all of our cryptocurrency assets owned by our former cryptocurrency investment segment, which has ceased operations. However, during the three months ended September 30, 2025, the Company began to establish a multi-coin Digital Asset Treasury comprised of tokens the Company believes represents both the foundation and the future of crypto. The Company believes in the future developments of blockchain and crypto as mass adoption accelerates. The Company intends on holding tokens for the immediate future.
The Company entered into a Stock Purchase Agreement (the “SPA”) effective as of March 24, 2021 with Blockchain Training Alliance, Inc (“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.
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.
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.
On October 15, 2025, the Company closed on the acquisition of 50.1% of the outstanding capital stock of Starchive.io, Inc., a Delaware corporation, and a leading content management and monetization platform.
Recent Developments
On October 3, 2025, the Company entered into a Subscription Agreement with an accredited investor, White Dwarf LLC (the “Investor”), pursuant to which the Company agreed to sell and issue to the Investor 10,000,000 shares of the Company’s common stock, par value $0.001 for an aggregate purchase price of 0.437411 BTC.
Also on October 3, 2025, the Company added one additional member to the Company’s Advisory Board, Austin Davis, and issued him 821,573 common shares in exchange for his board advisory services. Additionally, in October 2025 the Company issued 9,684,699 common shares to service providers; and 5,100,000 common shares to a service provider to reduce $26,189 in debt owed to that service provider.
On September 29, 2025 the Company and AJB entered into a Third Amendment (“Third Amendment”) to the Note originally dated April 12, 2024. The Third Amendment to the Promissory Note amends the Promissory Note, as amended by the First Amendment and Second Amendment to extend the maturity date of the Promissory Note to March 29, 2026. In consideration for the extension of the maturity date, the Company issued to the 30,000,000 shares to AJB valued at $270,000.
On September 25, 2025, the Company issued 127,000,000 shares to AJB for the conversion of $247,650 in accrued interest on a Promissory Note amounting to $1,180,00 entered into by the Company on May 3, 2022.
Also on September 25, 2025, the Company issued 5,100,000 shares to David Natan for accounting services performed for the Company in the month of September, as well as 6,891,001 shares to Weinberg Gosner LLP for legal services performed for the Company in the month of September.
Beginning on September 23, 2025, the Company executed subscription agreements with certain institutional and other accredited investors pursuant to which the Company agreed to sell and issue to the Investors an aggregate of 165,348,837 shares of the Company’s common stock for an aggregate purchase price of $661,000 and 0.43232 BTC. These shares had not been issued as of September 30, 2025, and as a result, were recorded as an accrued liability as of September 30, 2025. The shares were issued on October 7, 2025.
On September 15, 2025, the Company entered into a Consulting Agreement with Jennifer Leo to provide the Company with social media consulting services. Pursuant to the terms of the Consulting Agreement, the Company has agreed compensate Jennifer Leo with (i) 2,790,698 fully vested shares of the Company’s Common Stock issued on September 15, 2025, (ii) cash of $400 per month, and (iii) a one-time cash payment of $700 upon conclusion of the 12-week term.
On August 29, 2025 the Company issued 7,800,440 shares each, to two consultants. Each share was valued at $0.004 for a total value of $62,404.
On August 19, 2025, the Company entered into Board Advisory Agreements with Robert Nail and the Edge of Company, Inc., respectively. In consideration for the board advisory services, each board advisor shall receive 0.2% of the outstanding shares of the Company’s common stock on August 19, 2025, which shares shall be fully vested.
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 Company’s 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 in Certificate 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.
Effective September 5, 2024, the Company entered into a stock agreement (the “Stock Agreement”) with Ronald Levy (the “Recipient”), pursuant to which the Company issued a total of ten (10) shares of the Company’s Series A preferred stock (“Preferred Stock”) as a bonus to the Recipient. The shares of Preferred Stock were offered and sold in reliance upon exemption from the registration requirements under Section 4(a)(2) under the Securities Act of 1933, as amended, and Rule 506(b) of Regulation D promulgated thereunder.
On August 28, 2024, the Company borrowed funds pursuant to the terms of a Securities Purchase Agreement (the “AJB SPA”) entered into with AJB Capital Investments, LLC (“AJB”), and issued a Promissory Note in the principal amount of $120,000 (the “AJB Note”) to AJB in a private transaction for a purchase price of $108,000, each dated as of August 28, 2024. In connection with the sale of the AJB Note, the Company also paid certain fees and expenses of AJB. After payment of the fees and expenses, the net proceeds to the Company were $98,000, which will be used for working capital, to fund potential acquisitions or other forms of strategic relationships, and other general corporate purposes.
The maturity date of the AJB Note is February 28, 2025. The AJB Note bears interest at a rate of twelve percent (12%) per calendar year from the date of issuance. The interest shall accrue on a monthly basis and is payable on the maturity date or upon acceleration or by prepayment or otherwise. The Company may prepay the AJB Note at any time without penalty. Under the terms of the AJB Note, the Company may not issue additional debt that is not subordinate to AJB, must comply with the Company’s reporting requirements under the Securities Exchange Act of 1934, and must maintain the listing of the Company’s common stock on the OTC Market or other exchange, among other restrictions and requirements. The Company’s failure to make required payments under the 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 AJB SPA or AJB Note, the AJB Note will bear interest at the lesser of 18% per annum or the maximum amount permitted under law, AJB may immediately accelerate the AJB Note due date, AJB may convert the amount outstanding under the 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.
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Effective June 24 and June 25, 2024, the Company entered into stock agreements (each, a “Stock Agreement”) with five separate recipients (each, a “Recipient”). Pursuant to the terms of the Stock Agreements, the Company issued a total of 910,770,639 shares of Company common stock as a bonus granted to certain Recipients who are employees and as a consideration for certain contractors’ services for the Recipients who are contractors. Ronald Levy, Chief Executive Officer, Interim Chief Financial Officer, Chairman of the Board and Secretary of the Company, was one the Recipients. The shares of Company common stock were issued in a private transaction. The shares of Company common stock were offered and sold in reliance upon exemption from the registration requirements under Section 4(a)(2) under the Securities Act of 1933, as amended, and Rule 506(b) of Regulation D promulgated thereunder. Each of the Recipients had access to information about the Company or is a person to whom the Company believes the offer was exempt from registration.
On October 3, 2023, the Company entered into an Intellectual Property Assignment Agreement (the “IP Agreement”) with AllFi Technologies, Inc., a Delaware corporation, and wholly owned subsidiary of the Company (“AllFi Technologies”), pursuant to which the Company assigns to AllFi Technologies: (i) a sublicense of code instance managed by TelBill, LLC under the Code Licensing Commerical Agreement dated as of August 29, 2023, by and between the Company and TelBill, LLC (“Code Licensing Commerical Agreement”), (ii) one runtime SaaS license for use by AllFi Technologies in the conduct of its coupon business for a term of 12 months in accordance with the Company’s sublicense right under Section 2.1 of the Code Licensing Commerical Agreement in exchange for a fee to be mutually agreed to by the Company and AllFi Technologies through the use of such SaaS license, and (iii) one runtime SaaS license for use by AllFi Technologies in the conduct of its banking and marketplace business for a term of 12 months in accordance with the Company’s sublicense right under Section 2.1 of the Code Licensing Commerical Agreement in exchange for a fee to be mutually agreed to by the Company and AllFi Technologies through the use of such SaaS license.
Also on October 3, 2023, the Company entered into a Subscription Agreement (the “Subscription Agreement”) with AllFi Technologies, pursuant to which the Company agreed to purchase from AllFi Technologies an aggregate of 501 shares of AllFi Technologies’ common stock, which represents 50.1% of the current issued and outstanding shares of AllFi Technologies, for a purchase price of $100,000. Upon the execution of the Subscription Agreement, the Company became a shareholder of AllFi Technologies.
In connection with the Company’s investment in AllFi Technologies as described above, on October 7, 2023, the Company sold an aggregate of 22,104,583 shares of the Company’s restricted common stock to AllFi Holdings LLC (the “Investor”), for a total purchase price of $1.00, pursuant to a Subscription Agreement by and between the Company and the Investor (the “Subscription Agreement”).
On February 23, 2024, the Company entered into a License Agreement (“License Agreement”) with AllFi Holdings LLC, a Wyoming limited liability company (“AllFi Holdings”), pursuant to which the Company grants to AllFi Holdings an exclusive license to utilize the Assigned IP (as defined in the License Agreement) associated with the utilization of the AllFi Brand. In consideration of the license granted under the License Agreement, AllFi Holdings will remit royalty payments to the Company for the utilization of the Assigned IP in accordance with the terms of the License Agreement.
On June 7, 2024, the Company completed the sale of AllFi Technologies, a majority owned subsidiary of the Company, to AllFi Holdings. AllFi Holdings purchased all of the issued and outstanding shares of common stock of the Company’s subsidiary, AllFi Technologies. This sale was designed to optimize both companies’ focus on their respective areas of expertise. As a result of this transaction, The Crypto Company received back from AllFi Holdings, its previously issued and committed shares, which totaled approximately 10% of The Crypto Company. In return, AllFi Holdings obtained full ownership of AllFi Technologies, including the trademarks and IP associated therewith.
Voluntary Mutual Termination and Release Agreement
On August 31, 2023, the Company entered into a Code Licensing Commercial Agreement (the “Code Licensing Agreement”) with TelBill, LLC (“TelBill”), pursuant to which TelBill granted the Company a non-exclusive, worldwide, revocable, non-transferable, sublicensable, license to use and market its software and fin-tech products and services to the Company’s customers. In exchange, the Company paid TelBill a sum of $300,000, paid in accordance with the fee schedule set forth in the Code Licensing Agreement. The Company also paid TelBill for all security system infrastructure costs and to manage the code instance, which were both be billed at actual cost with no markup. In addition, TelBill is entitled to share in the revenue generated by the Company through the use of TelBill’s software, at a rate of 15% of net program profits. As additional consideration for the license, the Company provided TelBill with 19.98% equity in the Company in the form of warrants with a 30-year expiration, and which vest in accordance with the vesting schedule set forth in the Code Licensing Agreement.
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The Agreement has a one hundred year term or will continue until it is terminated in accordance with the provisions set forth in the Code Licensing Agreement. Each party may terminate the Agreement, upon written notice to the other party. Neither party may assign the Agreement, including through a change of control. The Agreement also contains customary representations, warranties and covenants, and the parties have also agreed to indemnify and hold each other harmless from claims and losses arising directly or indirectly from the Agreement under certain circumstances.
On February 23, 2024, the Company entered into a Voluntary Mutual Termination and Release Agreement (“Termination Agreement”) with TelBill, pursuant to which the Company and TelBill agreed to terminate the Code Licensing Commercial Agreement. The Company and TelBill have made customary representations, warranties, and covenants in the Termination Agreement.
In July 2025 the Company initiated a number of steps to implement a new cryptocurrency business strategy. In this regard, the Company borrowed funds from Three Mile Creek Future LLC (“TMCF”) and issued a Promissory Note (the “Note”) in the principal amount of 1.7 Bitcoin and a Pre-Funded Common Stock Purchase Warrant (the “Warrant”), which entitles TMCF to subscribe for and purchase from the Company up to 77,704,407 shares of the Company’s common stock, each executed on July 16, 2025.
On July 22, 2025, the Company entered into a Consulting Agreement effective as of July 1, 2025, with Rafael Furst (the “Consultant”) in connection with Consultant’s appointment as the Company’s Chief Strategy Officer (the “Consulting Agreement”).
Under the terms of the Consulting Agreement, the Consultant will serve as an independent contractor and provide strategic advisory services to the Company, including advising on the implementation of the Company’s crypto treasury strategy, blockchain education platform, M&A initiatives, and cross-platform product development over a three-month term, unless earlier terminated or extended by mutual written agreement of the parties. In consideration for the services, the Consultant will receive a total of $75,000 for the three-month term, payable on October 1, 2025, in cash or, at the Company’s sole discretion, in fully vested shares of the Company’s common stock at a 25% discount to the volume-weighted average price over the 10 trading days immediately preceding the payment date. The shares issued will be subject to restrictions under the Securities Act of 1933, as amended.
Either party may terminate the Consulting Agreement at any time prior to the expiration of the term by mutual written agreement. The Consulting Agreement will automatically terminate upon the execution of a definitive employment agreement between the Company and the Consultant.
On August 15, 2025 the Company entered into an agreement with SenaHill Partners LP (“SenaHill”) and JonesTrading (“Jones”) to act as exclusive placement agents and financial advisors for the Company on a one year renewable term beginning on August 11, 2025. SenaHill’s and Jones’ compensation is success-based with no advisory retainer required. The agreement includes a one-year post term tail and a right of first refusal on future advisory agreements. The Company’s purpose of engaging these firms is to source one or private placements of the Company’s securities.
Under the terms of their engagement with the Company, SenaHill and Jones will receive a 7% fee along with cashless warrants split evenly (3.5% each) on any gross proceeds on any equity that they raise for the Company. The fee percentage on a debt transaction is equivalent to 3% of gross proceeds divided by the market price, and 4% for an “at the market transaction.
During the three months ended September 30, 2025, the Company added two advisors to the Company’s Advisory Board bring the total to ten members of the Advisory Board. Each advisor receive 7,800,440 common shares from the Company,
Comparison of the three months ended September 30, 2025 and September 30, 2024
Revenue
Revenues for the three months ended September 30, 2025 and September 30, 2024, were $7,123 and $10,299 respectively. The decrease in revenue was due to less demand for blockchain training services due to advent of free artificial intelligence programs. Revenue for the 2025 period consisted of fees received for blockchain training and consulting generated by the Company’s BTA subsidiary.
General and Administrative Expenses
For the three months ended September 30, 2025, our general and administrative expenses were $292,918 compared to $309,364 for the period ended September 30, 2024. General and administrative expenses consist primarily of costs relating to professional services, payroll, and payroll-related expenses. Professional services included in general and administrative expenses consist primarily of contracting fees, consulting fees, and accounting fees.
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Share-based compensation was $62,404 and $2,751,622 for the three months ended September 30, 2025 and September 30, 2024, respectively.
Other Income (Expense)
During the three months ended September 30, 2025 other expense was $1,244,628 compared to other expense of $76,807 for the three months ended September 30, 2024. The increase is primarily attributable to a loss of $768,350 from the extinguishment of debt in the 2025 period compared to no loss in the 2024 period, an increase in interest expense of $461,541 during the 2025 period compared to the 2024 period related due to higher levels of borrowing; offset by a gain of $62,070 on the forgiveness of debt in 2025.
Net Loss
As a result of the foregoing, we recorded a loss of $1,631,017 or $(0.00) per share for the three months ended September 30, 2025 compared to a loss of $3,134,855, or $(0.00) per share for the three month period ended September 30, 2024.
Comparison of the nine months ended September 30, 2025 and September 30, 2024
Revenue
Revenues for the nine months ended September 30, 2025 and September 30, 2024, were $14,209 and $35,946 respectively. The decrease in revenue was due to less demand for blockchain training services due to advent of free artificial intelligence programs. Revenue for the 2025 period consisted of fees received for blockchain training and consulting generated by the Company’s BTA subsidiary.
General and Administrative Expenses
For the nine months ended September 30, 2025, our general and administrative expenses were $918,316 compared to $996,017 for the period ended September 30, 2024. General and administrative expenses consist primarily of costs relating to professional services, payroll, and payroll-related expenses. Professional services included in general and administrative expenses consist primarily of contracting fees, consulting fees, and accounting fees.
Share-based compensation was $690,877 and $4,547,212 for the nine months ended September 30, 2025 and September 30, 2024, respectively.
Other Income (Expense)
During the nine months ended September 30, 2025 other expense was $1,617,551 compared to other expense of $470,156 for the nine months ended September 30, 2024. The increase is primarily attributable to a loss of $925,925 from the extinguishment of debt in the 2025 period compared to no loss in the 2024 period, an increase in interest expense of $422,670 during the 2025 period compared to 2024 related to higher levels of borrowing, offset by a gain of $191,200 on the forgiveness of debt.
Net Loss
As a result of the foregoing we recorded a loss of $3,250,725 or $(0.00) per share for the nine months ended September 30, 2025 compared to a loss of $5,905,168, or $(0.00) per share for the nine month ended September 30, 2024.
Liquidity
Operating Activities
Net cash used in operating activities was $1,062,035 for the nine months ended September 30, 2025, compared to net cash used by operating activities of $477,372 for the nine months ended September 30, 2024. The increase in net cash used in operating activities during the 2025 period was primarily due to the purchase of cryptocurrency during the 2025 period, offset by an increase in the net operating losses on cash basis less non-cash items.
Investing Activities
Net cash used in investing activities was $-0- and $-0- for the nine months ended September 30, 2025 and September 30, 2024.
Financing Activities
Net cash from financing activities for the nine months ended September 30, 2025, was $1,507,226 compared to $411,064 for the nine months ended September 30, 2024. The increase in net cash from financing activities was primarily due to $1,010,780 in proceeds from Convertible notes issued during the nine months ended September 30, 2025 compared to the 2024 period.
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Market Conditions, Trends, Events, and Uncertainties
Blockchain
The blockchain technology market is dynamic and unpredictable. Although we will 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.
Cryptocurrency
We hold digital assets as part of our treasury strategy. The market for digital assets is characterized by significant price volatility, uncertain regulatory frameworks, cybersecurity risks, and limited trading history relative to traditional assets. Digital assets are recorded as indefinite-lived intangible assets and are subject to impairment if fair value declines below carrying value. Impairment losses cannot be reversed, even if market prices recover. As a result, our financial results may not reflect the current market value of our digital asset holdings. If market conditions deteriorate, including price declines or reduced liquidity, our ability to convert digital assets into cash for operational needs could be adversely affected. Regulatory developments or changes in the financial condition of third-party custodians also could limit usage or pose risk of loss.
Other than as discussed in this Quarterly Report and our 2024 Annual Report, we are not aware of any other trends, events, or uncertainties that are likely to have a material effect on our financial condition.
Critical Accounting Policies and Estimates
The preparation of our consolidated financial statements requires us to make estimates that affect the reported amounts of assets, liabilities, revenue and expenses, and the related disclosure of contingent liabilities. We base our judgments on our historical experience and on various other assumptions that we believe are reasonable under the circumstances, the results of which form the basis for making estimates about the carrying value of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions. We have no material changes to our Critical Accounting Policies and Estimates disclosure as filed in our 2024 Annual Report.
Recent Accounting Pronouncements
See Note 3 to the consolidated financial statements for a discussion of recent accounting pronouncements.
Off-Balance Sheet Transactions
We do not have any off-balance sheet transactions.
ITEM 3. 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 4. Controls and Procedures.
Evaluation 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 Securities Exchange Act of 1934, as amended (the “Exchange Act”), as of September 30, 2025. Based upon that evaluation, our principal executive officer and principal financial officer concluded that our disclosure controls and procedures were not effective as of September 30, 2025, to provide reasonable assurance that information we are required to disclose in reports that we file or submit under the Exchange Act is (i) recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and (ii) accumulated and communicated to our management, including our principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosures. In designing and evaluating our disclosure controls and procedures, our management recognized that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving their desired control objectives, and our management is required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures.
Changes in Internal Control over Financial Reporting
There have been no changes in our internal control over financial reporting during the period ended September 30, 2025, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
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PART II. Other Information
ITEM 1. Legal Proceedings.
See Note 9, Commitments and Contingencies, within the to our condensed consolidated financial statements for a summary of legal proceedings. The Company is subject, from time to time, to various legal proceedings that are incidental to the conduct of its business. The Company is not involved in any pending legal proceeding that it believes would reasonably be expected to have a material adverse effect on its financial condition or results of operations.
ITEM 1A. Risk Factors.
In evaluating us and our common stock, we urge you to carefully consider the risks and other information in this Quarterly Report on Form 10-Q, the Risk Factors disclosed in Item 1A. of Part I of our Annual Report on Form 10-K for the fiscal year ended December 31, 2024, as well as additional risks and uncertainties not currently known to us or that we currently deem immaterial, that could materially and adversely affect our results of operations or financial condition.
Changes in tax laws or regulations may have a material adverse effect on our cash flow, business, financial condition, results of operations or prospects.
New tax laws, statutes, rules, regulations or ordinances could be enacted at any time. Further, existing tax laws, statutes, rules, regulations or ordinances could be interpreted differently, changed, repealed or modified at any time. Any such enactment, interpretation, change, repeal or modification could adversely affect us, possibly with retroactive effect. For example, the U.S. government recently enacted legislation commonly referred to as the One Big Beautiful Bill Act, which (along with prior U.S. federal tax reform legislation) has resulted in significant changes to the taxation of business entities, including, among other changes, the imposition of minimum taxes and excise taxes, changes to the taxation of income derived from international operations, changes in the deduction and amortization of research and development expenditures, and limitations on the deductibility of business interest. Future guidance from the Internal Revenue Service and other tax authorities with respect to these and other legislation may affect us, and certain aspects of such legislation could be repealed or modified in future legislation or sunset in future years. In addition, it is uncertain if and to what extent various states will conform to federal law. We continue to evaluate the impact that these and other tax reforms may have on our business.
Risks Associated with the Shutdown of the United States Government.
The United States federal government has been shut down since October 1, 2025. When the government is not funded, non-essential federal employees are furloughed and services are limited or curtailed. A prolonged shutdown may lead to broader economic uncertainty and financial market volatility. These conditions could negatively affect our operations, and overall demand for our services and products.
A prolonged shutdown could slow regulatory approvals, reduce demand from contractors and public-sector customers, and result in hiring freezes or reduced hiring activity among clients that rely on federal contracts or are otherwise affected by economic uncertainty.
Further, a prolonged or future shutdown of the U.S. federal government could materially impact the operations of the SEC. For example, the SEC announced that during the current/ U.S. federal government shutdown, it will not declare registration statements effective. In the event of an extended shutdown, the SEC may operate with limited staff or suspend certain functions altogether, which could delay the review or effectiveness of our filings, including registration statements or other financing-related disclosures. Such delays could adversely affect our ability to access the public markets and obtain necessary capital in order to properly capitalize and continue to fund our operations.
While we strive to mitigate these risks through contingency planning and industry government affairs efforts, the ultimate impact of any government shutdown is difficult to predict and may be outside our control. Any material adverse effects resulting from a government shutdown could have a negative impact on our business, financial position, and results of operations.
As a smaller reporting company, we are subject to scaled disclosure requirements that may make it more challenging for investors to analyze and compare our results of operations and financial prospects.
Currently, we are a “smaller reporting company,” as defined by Rule 12b-2 of the Exchange Act. As a “smaller reporting company,” we are able to provide simplified executive compensation disclosures in our filings and have certain other decreased disclosure obligations in our filings with the SEC, including being required to provide only two years of audited financial statements in annual reports. Consequently, it may be more challenging for investors to analyze our results of operations and financial prospects.
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ITEM 3. Defaults upon Senior Securities.
None.
ITEM 4. Mine Safety Disclosures.
Not applicable.
ITEM 5. Other Information.
During
the nine months ended September 30, 2025, no director or officer of the Company
On November 17, 2025, Ronald Levy voluntarily resigned from his position as Chief Operating Officer of the Company. Such resignation is not due to any disagreement with the Company, its management, or its board of directors, and does not constitute a resignation from his positions as Chief Executive Officer, Interim Chief Financial Officer, Chairman of the Board, or Secretary. Also on November 17, 2025, the Board of Directors of the Company appointed Jared Strasser to serve as the Company’s Chief Operating Officer, effective immediately. Prior to joining the Company, Mr. Strasser served as the President of Technology Conversion Co.. There are no arrangements or understandings between Mr. Strasser and any other person pursuant to which Mr. Strasser was appointed as Chief Operating Officer. There are no family relationships between Mr. Strasser and any director or executive officer of the Company, and there are no related-party transactions with Mr. Strasser reportable under Item 404(a) of Regulation S-K. The Company is currently negotiating an employment agreement for Mr. Strasser, which will be submitted to the Board of Directors for approval. The Company expects to enter into an employment agreement with Mr. Strasser upon the terms approved by the Board.
On May 23, 2025, the Company issued a total of 83,603,144 shares of common stock, in lieu of cash to seven different consultants proving services to the Company.
On June 24, 2025 and June 25, 2025, the Company entered into stock agreement with five recipients to issue a total of 386,459,998 shares as a bonus to employees and contractors for services. Ronald Levy the Company’s CEO received 197,605,773 of those Common Shares and Holly Ruxin, a director, received 67,106,721 of those Common Shares. The Common Shares received by Mr. Levy and Ms. Ruxin were on the same terms and conditions as the other Recipients.
During the quarter, the Company completed regulatory review of the restatement of the financial statements included in the Form 10-K for the year ended December 31, 2023, including the impact on prior periods. In connection with this review, the Company updated and enhanced its disclosures to reflect the restatement and provide additional clarity.
ITEM 6. Exhibits.
Exhibit Number |
Document | |
| 10.1 | Promissory Note dated July 16, 2025 by and between The Crypto Company and Three Mile Creek Future LLC. (incorporated by reference to Exhibit 10.1 of the Company’s Form 8-K filed on July 22, 2025). | |
| 10.2 | Pre-Funded Common Stock Purchase Warrant dated July 16, 2025 by and between The Crypto Company and Three Mile Creek Future LLC (incorporated by reference to Exhibit 10.2 of the Company’s Form 8-K filed on July 22, 2025). | |
| 10.3 | Consulting Agreement dated July 22, 2025 by and between The Crypto Company and Rafael Furst. (incorporated by reference to Exhibit 10.3 of the Company’s Form 8-K filed on July 22, 2025). | |
| 10.4 | Securities Purchase Agreement, dated October 8, 2025, by and among the Company, Starchive.io, Inc., its equity holders, and Richard Averitt (incorporated by reference to Exhibit 10.2 of the Company’s Current Report on Form 8-K filed on October 9, 2025). | |
| 10.5 | Form of Convertible Note (incorporated by reference to Exhibit 10.2 of the Company’s Current Report on Form 8-K filed on October 16, 2025). | |
| 10.6 | Form of Subscription Agreement (incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K filed on October 9, 2025). | |
| 10.7 | Third Amendment to Promissory Note, dated September 29, 2025, by and between the Crypto Company and AJB Investments LLC (incorporated by reference to Exhibit 10.2 of the Company’s Current Report on Form 8-K filed on September 29, 2025). | |
| 10.8 | Form of Subscription Agreement (incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K filed on September 29, 2025). | |
| 10.9 | Form of Subscription Agreement (incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K filed on August 19, 2025). | |
| 10.10 | Form of Convertible Note (incorporated by reference to Exhibit 10.2 of the Company’s Current Report on Form 8-K filed on August 19, 2025). | |
| 10.11* | Securities Purchase Agreement dated June 30, 2025 by and between the Crypto Company and AJB Investments LLC. | |
| 10.12* | Promissory Note dated June 30, 2025 by and between the Crypto Company and AJB Investments LLC. | |
| 10.13* | Warrant dated June 30, 2025 by and between the Crypto Company and AJB Investments LLC. | |
| 10.14* | Security Agreement dated June 30, 2025 by and Between the Crypto Company and AJB Investments LLC. | |
| 31.1* | Certification of the Company’s Principal Executive Officer, Principal Financial and Accounting Officer pursuant to Rule 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | |
| 32.1** | Certification of the Company’s Principal Executive Officer, Principal Financial and Accounting Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. | |
| 101.INS* | Inline XBRL Instance Document | |
| 101.SCH* | Inline XBRL Taxonomy Extension Schema | |
| 101.CAL* | Inline XBRL Taxonomy Extension Calculation Linkbase | |
| 101.DEF* | Inline XBRL Taxonomy Extension Definitions Linkbase | |
| 101.LAB* | Inline XBRL Taxonomy Extension Label Linkbase | |
| 101.PRE* | Inline XBRL Taxonomy Extension Presentation Linkbase | |
| 104* | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
* Filed herewith.
** Furnished, not filed.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| Dated: November 19, 2025 | THE CRYPTO COMPANY | |
| (Registrant) | ||
| By: | /s/ Ron Levy | |
| Ron Levy | ||
Chief Executive Officer, Interim Chief Financial Officer, Chairman of the Board, and Secretary (Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer) | ||
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FAQ
What were The Crypto Company (CRCW)’s key financial results for the nine months ended September 30, 2025?
For the nine months ended September 30, 2025, The Crypto Company generated services revenue of
What does the going concern disclosure mean for CRCW?
As of
How leveraged is The Crypto Company and what is its stockholders’ equity position?
At
How has CRCW been financing its operations in 2024 and 2025?
CRCW has relied heavily on promissory and convertible notes with AJB Capital Investments LLC and Fast Capital LLC, typically bearing 10–12% interest with 18% default rates and discounted equity conversion features. It also entered into an interest‑free bitcoin‑denominated note with Three Mile Creek Future LLC and issued common stock and warrants as financing fees and for services.
How much dilution have CRCW shareholders experienced recently?
Common shares outstanding increased from 3,032,746,878 at
What is The Crypto Company’s cryptocurrency treasury as of September 30, 2025?
As of
What significant acquisition did The Crypto Company complete after quarter-end 2025?
On
