Crypto Co 10-K for FY2025
Crypto Co (CRCW)
About this 10-K
Crypto Co filed this 10-K on June 24, 2026, covering the fiscal year ended December 31, 2025 (FY2025).
Headline figures
Fiscal year ended December 31, 2025, as reported in this filing, compared with the same period a year earlier where the filing states it.
- Revenue
- $18.53K
- down 58.7% from $44.81K a year earlier
- Net loss
- $1.98M
- compared with a net loss of $7.96M a year earlier
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM
| ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For
the fiscal year ended
or
| TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from _______. to ________.
Commission
file number:
(Exact name of Registrant as specified in its charter)
| (State or other jurisdiction | (I.R.S. Employer | |
| of incorporation or organization) | Identification No.) |
(Address of principal executive offices - Zip Code)
Registrant’s
telephone number, including area code:
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
| None | N/A | N/A |
Securities
registered pursuant to Section 12(g) of the Act:
Indicate
by check mark if the Registrant is a well-known seasoned issuer as defined in Rule 405 of the Securities Act. Yes ☐
Indicate
by check mark if the Registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐
Indicate
by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days. Yes ☐
Indicate
by check mark whether the Registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule
405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the Registrant
was required to submit such files).
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. ☐
If
securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant
included in the filing reflect the correction of an error to previously issued financial statements.
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐
Indicate
by check mark whether the Registrant is a shell company (as defined by Rule 12b-2 of the Act). Yes ☐ No
As
of June 30, 2025, the value of common stock held by non-affiliates was $
The number of shares outstanding of the Registrant’s common stock was as of June 24, 2026.
DOCUMENTS INCORPORATED BY REFERENCE
THE CRYPTO COMPANY
Table of Contents
| 1 |
PART I
FORWARD-LOOKING STATEMENTS
This report contains forward-looking statements. Forward-looking statements give our current expectations or forecasts of future events. You can identify these statements by the fact that they do not relate strictly to historical or current facts. You can find many (but not all) of these statements by looking for words such as “approximates,” “believes,” “hopes,” “expects,” “anticipates,” “estimates,” “projects,” “intends,” “plans,” “would,” “should,” “could,” “may” or other similar expressions in this report. In particular, forward-looking statements include statements relating to future actions, prospective products, applications, customers, and technologies, and future performance or future financial results. These forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from our historical experience and our present expectations or projections. Factors that could cause actual results to differ from those discussed in the forward-looking statements include, but are not limited to:
| ● | our ability to execute our business plan and achieve profitability; | |
| ● | our levels of indebtedness; | |
| ● | rapidly advancing technology; | |
| ● | the impact of competitive or alternative services and technologies; | |
| ● | the impact of government regulations on certain uses of blockchain technology, volatility of digital assets in general, and the public perceptions of blockchain technology and cryptocurrency; | |
| ● | our exposure to and ability to defend third-party claims and challenges to our intellectual property rights; | |
| ● | our ability to obtain adequate financing in the future, as and when we need it; | |
| ● | our history of losses; | |
| ● | our ability to identify and acquire additional assets or businesses to enhance our revenue sources; | |
| ● | our success at managing the risks involved in the foregoing items; and | |
| ● | other factors discussed in this report. |
Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance, or achievements. The forward-looking statements are based upon management’s beliefs and assumptions and are made as of the date of this report. We undertake no obligation to publicly update or revise any forward-looking statements included in this report to conform such statements to actual results or changes in our expectations. You should not place undue reliance on these forward-looking statements.
| 2 |
Item 1. Business
The Crypto Company (the “Company”, “Crypto”, “we”, “us” or “our”) was incorporated in the State of Utah on December 2, 2013, under the name Croe, Inc. On October 3, 2017, the Company filed Articles of Conversion with the Utah Secretary of State and the Nevada Secretary of State to effectively change its state of incorporation to Nevada and filed Articles of Incorporation with the Nevada Secretary of State to change its name to The Crypto Company.
Crypto Sub, Inc. (formerly known as The Crypto Company) (“Crypto Sub”) was incorporated in the State of Nevada on March 9, 2017. On June 7, 2017, Crypto Sub completed a reverse acquisition of Croe, Inc. On October 3, 2017, we changed our name to The Crypto Company to better reflect our new business. Our company address is currently located at 23823 Malibu Road, # 50477, Malibu, California, and our telephone number is (424) 228-9955. Our website can be accessed at www.thecryptocompany.com. The information contained on or that may be obtained from our website is not a part of this Report. Currently, we operate through one wholly owned subsidiary, Technology Convergence Company (“TechCC”) (formerly known as Blockchain Training Alliance) (“BTA”). We also have one inactive wholly owned subsidiary, CoinTracking, LLC (“CoinTracking”).
During the 2024 and 2025 fiscal years, the Company generated revenues and incurred expenses primarily through the business of providing consulting services and education for distributed ledger technologies (“blockchain”), for the building of technological infrastructure and enterprise blockchain technology solutions.
BTA is a blockchain training company and service provider that provides training and educational courses focused on blockchain technology and education as well as the general understanding of blockchain to corporate and individual clients.
Overview of Our Business
We are engaged in the business of developing and operating blockchain infrastructure and providing consulting services and education related to blockchain technology. Our operations encompass the acquisition, development, and commercialization of blockchain technology assets, enterprise blockchain solutions, and blockchain-based platforms. During 2025 and 2024, we generated revenues and incurred expenses primarily through our consulting operations.
Subsequent to the fiscal year ended December 31, 2025, on March 26, 2026, we completed the acquisition of all of the intellectual property of Frame Holdings Ltd., including the core technology required to own and operate the Frame Blockchain, a purpose-built Layer 1 blockchain designed to connect fragmented crypto ecosystems into a single interoperable settlement network. The acquisition was completed through our newly formed subsidiary, Frame Intelligence, LLC, and was structured as a simultaneous sign-and-close transaction with no TCC equity issued at closing and no upfront cash consideration. All equity consideration is milestone-based, tied to predefined performance and adoption thresholds. We intend to launch the Frame Blockchain in 2026. We believe this acquisition significantly expands our capabilities as a blockchain infrastructure company and positions us at the center of the growing crypto commerce and interoperability market.
Strategic Acquisitions
In furtherance of the development of our blockchain infrastructure and consulting services, we may seek from time to time additional strategic acquisitions of assets and/or majority and minority equity interests in entities and technology with characteristics such as (i) established, protectable and scalable revenues; (ii) substantial market share; (iii) established brand equity and customer loyalty; (iv) proprietary technology with competitive advantages; (v) quality personnel, and (vi) strategic access to international markets. Similarly, we may seek to acquire additional assets that complement our business or otherwise enter into strategic relationships as a means to grow our business operations and revenues.
Intellectual Property
We regard our intellectual property, service marks, and proprietary technology as having significant value and as being important factors in the marketing of our products and services. Following the acquisition of Frame Holdings Ltd.’s intellectual property subsequent to the fiscal year end, our intellectual property portfolio now includes the core technology underlying the Frame Blockchain, a Layer 1 interoperability and settlement network. Our policy is to pursue registration of our marks whenever possible and to oppose vigorously any infringement of our marks.
Market Overview
The blockchain is a decentralized database or digital “ledger” of transactions across a peer-to-peer network of computers or “nodes” that use the underlying infrastructure of the Internet to validate and process valuable transactions. While using the blockchain, participants can transfer information across the Internet without the need for a central third party. In a financial transaction, the buyer and seller interact directly without the need for verification by a trusted third-party intermediary. The actual record of the transaction is pseudonymous, but the identifying information is encrypted, preventing personal information from being shared
The benefits of blockchain include the following:
| ● | Fraud reduction: Blockchain technology has the potential to positively disrupt most industries since it can work for nearly every type of transaction that involves value, including money, property, and goods. From a business perspective, the technology may be leveraged for process improvement, helping to reduce human error, prevent fraud, and streamline data storage. | |
| ● | Transparency: Financial organizations may use the blockchain to store records digitally and leverage the technology for any type of transaction that needs to be verified by a trusted third party. | |
| ● | Security: Transactions may include transferring digital or physical assets, verifying the chain of custody, and protecting intellectual property. In an era with increasing cybercrime and strict regulatory requirements, blockchain offers a highly fraud-resistant technology that can protect and authenticate almost any type of transaction. | |
| ● | Efficiency: Both Permissioned and Public blockchains offer significant improvements in efficiency to retail and business implementations by reducing cost and time in the duplicate databases and ledgers that companies and intermediaries must maintain in the absence of a shared, trusted, and immutable system. |
| 3 |
Blockchain Interoperability
Despite the rapid growth of blockchain networks, the current crypto landscape remains highly fragmented. Major networks — including Bitcoin, Ethereum, Solana, Avalanche, and Polygon — each operate as largely isolated ecosystems, limiting the seamless transfer of assets, applications, and value across networks. This fragmentation represents one of the most significant structural limitations to mainstream blockchain adoption and the broader expansion of crypto commerce.
Layer 1 interoperability solutions address this challenge by enabling disparate blockchain networks to communicate and settle with one another through Frame as a common infrastructure. As crypto commerce expands globally and AI-driven autonomous agents begin transacting with digital assets at scale, demand for reliable, secure, and high-throughput interoperability infrastructure is expected to grow substantially. We believe that a purpose-built interoperability and settlement layer represents critical infrastructure for the next generation of digital asset commerce.
Through our acquisition of Frame Holdings Ltd.’s intellectual property, we are developing the Frame Blockchain, a Layer 1 network designed to unify fragmented blockchain ecosystems into a single interoperable settlement network. The Frame Blockchain incorporates post-quantum security and a private mempool architecture intended to prevent MEV bot extraction, or “Maximal Extractable Value”, which is a common vulnerability in existing blockchain protocols. We intend to launch the Frame Blockchain in 2026.
Competition
We operate across two complementary business lines: (i) blockchain consulting and education services, and (ii) blockchain infrastructure development, and we face competition in each.
In our consulting and education business, we compete with several firms ranging in size, including ConsenSys, Natsoft Corporation, Quest Global Technologies, and CGI Inc., as well as numerous companies that indirectly compete with us in the educational space.
In our blockchain infrastructure business, we compete with established Layer 1 blockchain networks and interoperability protocols, including but not limited to Polkadot, Cosmos, Chainlink’s Cross-Chain Interoperability Protocol (CCIP), and LayerZero, as well as emerging projects focused on cross-chain settlement. We believe the Frame Blockchain’s purpose-built interoperability architecture, post-quantum security features, and private mempool design differentiate it from existing solutions. However, many of our competitors in this space have greater financial resources, larger developer communities, and more established market positions than we currently possess.
Governmental Regulations
Various uses of blockchain technology are subject to regulation by various governmental entities such as the U.S. Securities and Exchange Commission (the “SEC”), the U.S. Commodities Future Trading Commission (“CFTC”), Federal Trade Commission (“FTC”), and the Financial Crimes Enforcement Network (“FinCEN”) of the U.S. Department of the Treasury and governmental bodies in other countries. Other regulatory bodies are governmental or semi- governmental and have shown an interest in regulating or investigating companies engaged in the blockchain business (NASDAQ, NYSE, FINRA, state securities commissions).
Blockchain-related regulations are evolving with agencies investigating businesses and their practices, gathering information, and generally trying to understand the risks and uncertainties in order to protect investors in these businesses. Regulations will likely increase, in many cases, although it is presently not possible to know how they will increase, how regulations will apply to the Company’s businesses, or when they will be effective. Various bills have also been proposed in Congress for adoption related to the Company’s business, which may be adopted and have an impact on it. As the regulatory and legal environment evolves, the Company may become subject to new laws and further regulation by the SEC and other agencies.
Employees
As of June 24, 2026, we had 4 full-time employees. We believe that our future success will depend in part on our continued ability to attract, hire, and retain qualified personnel. None of our employees is represented by a labor union, and we believe that our employee relations are good.
Item 1A. Risk Factors
As a “smaller reporting company” as defined by Item 10 of Regulation S-K, the Company is not required to provide the information required by this Item 1A.
Item 1B. Unresolved Staff Comments
As a “smaller reporting company” as defined by Item 10 of Regulation S-K, the Company is not required to provide information required by this Item 1B.
| 4 |
Item 1C. Cybersecurity
We use a variety of cloud-based third-party service providers in our operations. These systems support our email, document storage, office applications, internal communications, payroll administration, bill payment processing, website hosting, stock transfer and capitalization table management, and online payment processing.
We do not directly collect, process, or store our customers’ personally identifiable information in the ordinary course of our business. To the extent online payment transactions are processed, they are handled by a third-party payment processor, and personal information is not provided to us.
Our cybersecurity practices are designed to protect our systems, accounts, and business information through administrative and technical safeguards for our operations. These measures include:
| ● | requiring periodic password changes for users with access to our systems and accounts; | |
| ● | requiring two-factor authentication on devices connected to our key business platforms and financial accounts; | |
| ● | limiting access to bank accounts and trading accounts to authorized officers of the Company; | |
| ● | provisioning user accounts only for active authorized personnel and removing access when no longer required; and | |
| ● | monitoring service-provider communications, including product updates, service status notifications, vulnerability disclosures, and similar announcements from our cloud providers and other vendors. |
Because we rely significantly on third-party hosted platforms, we also depend in part on the cybersecurity controls and incident response capabilities of those providers. If a vendor notifies us of a data breach or other cybersecurity event affecting one of our accounts or services, our officers would take responsive measures as appropriate, including restricting or locking down access and following the vendor’s remediation guidance. If any personnel suspect a data breach or other cybersecurity incident, they are required to report the matter to our Chief Operating Officer, who is responsible for coordinating an immediate response intended to contain the issue and engage the relevant service provider and appropriate authorities, as needed.
As of the date of this report, we are not aware of any cybersecurity incidents that have materially affected or are reasonably likely to materially affect the Company, including our business strategy, results of operations, or financial condition.
Cybersecurity risk oversight is managed by our executive officers, who are responsible for administering user-access controls, monitoring vendor communications relevant to cybersecurity, and coordinating response actions in the event of a suspected or confirmed incident. Given the nature and scale of our operations, we believe this approach is appropriate, although cybersecurity threats continue to evolve and there can be no assurance that our safeguards or those of our third-party providers will be sufficient to prevent all incidents.
Item 2. Properties
For the years ended December 31, 2025, and 2024, the Company did not own or lease any real property.
Item 3. Legal Proceedings
None
Item 4. Mine Safety Disclosures
Not applicable.
| 5 |
PART II
Item 5. Market for Common Equity, Related Stockholder Matters, and Issuer Purchases of Equity Securities
The trading symbol for our common stock is “CRCW” and our common stock trades on the OTC market.
The following table sets forth the high and low bid prices for our common stock for the periods indicated as reported by the OTCQB for December 31, 2025, and December 31, 2024.
| Period | High | Low | ||||||
| 2025 | ||||||||
| First Quarter | $ | 0.0008 | $ | 0.0005 | ||||
| Second Quarter | $ | 0.0010 | $ | 0.0006 | ||||
| Third Quarter | $ | 0.0100 | $ | 0.0007 | ||||
| Fourth Quarter | $ | 0.0080 | $ | 0.0027 | ||||
| Period | High | Low | ||||||
| 2024 | ||||||||
| First Quarter | $ | 0.0037 | $ | 0.0008 | ||||
| Second Quarter | $ | 0.0022 | $ | 0.0012 | ||||
| Third Quarter | $ | 0.0085 | $ | 0.0016 | ||||
| Fourth Quarter | $ | 0.0012 | $ | 0.00475 | ||||
Dividends
The Company has not paid any dividends since its incorporation. Any determination to pay any future dividends will remain at the discretion of the Board and will be made based on the Company’s financial condition and other factors deemed relevant by the Board. There are currently no restrictions on the ability of the Company to pay dividends except as set out under the Company’s governing documents. Future dividend payments will depend on continued compliance with our financial covenants, as well as our earnings, financial condition, capital expenditure requirements, surplus, and other factors that our Board considers relevant.
Holders
As of April 30, 2026, there were 167 holders of record of our common stock.
Securities Authorized for Issuance Under Equity Compensation Plan
The Company has issued equity awards in the form of stock options pursuant to The Crypto Company 2017 Equity Incentive Plan (the “2017 Plan”), which was approved by stockholders on August 24, 2017. Under the terms of the 2017 Plan, a total of 5,000,000 shares of stock were reserved for issuance and/or as stock options.
The following table sets forth information about the 2017 Plan as of December 31, 2025:
Number
of Shares | Weighted Average Exercise Price | Weighted Average Remaining Contractual Term
(years) | Aggregate
Intrinsic Value | |||||||||||||
| Options outstanding, at December 31, 2024 | 2,281,429 | $ | 2.26 | 3.25 | 5,155,003 | |||||||||||
| Options granted | - | - | ||||||||||||||
| Options cancelled | - | - | ||||||||||||||
| Options exercised | - | - | ||||||||||||||
| Options outstanding, at December 31, 2025 | 2,281,429 | $ | 2.26 | 2.25 | $ | 5,155,003 | ||||||||||
| Vested and exercisable at December 31, 2025 | 2,281,429 | $ | 2.26 | 2.25 | $ | 5,155,003 | ||||||||||
As of December 31, 2025, there remain 2,718,571 shares available for issuance under the 2017 Plan or that are not otherwise reserved under outstanding stock options.
Purchases of Equity Securities by the Issuer and Affiliated Purchasers
The Company did not repurchase any shares of its equity securities during fiscal year 2025.
Unregistered Sales of Equity Securities.
As of December 31, 2025, the Company had 19,000,000,000 shares of common stock, par value $0.001 authorized. As of December 31, 2025 and December 31, 2024, there were 5.058,291,867 and 3,032,746,878 shares of common stock outstanding, respectively.
On December 19, 2025, the Company issued 446,477,338 shares and 713,915,563 prefunded warrants to AJB in exchange for eliminating $2,931,356 in principle and $783,991 in accrued interest owed to AJB. Each share was valued at $0.004 for a total value of $4,763,477.
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 14,748,699 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 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 10,000,000 shares of the Company’s Common Stock, par value $0.001 for an aggregate purchase price of 0.437411 BTC.
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 $1,180,000 entered into by the Company on May 3, 2022.
On September 29, 2025, the Company and AJB entered into a third amendment to an April 12, 2024, Promissory Note for $185,555 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 30,000,000 shares to AJB valued at $270,000.
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 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.
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.
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 January 23, 2025 (the “Effective Date”), the Company entered into a consulting agreement (the “Consulting Agreement”) with YWRC Holdings, Inc. (the “Consultant”). The Consulting Agreement has an initial term of six months, commencing on the Effective Date. The Consultant received a one-time engagement fee on the Effective Date and is eligible to receive a monthly fee for its services during the term of the Consulting Agreement in accordance with the terms and conditions of the Consulting Agreement, totaling up to a cumulative $1,015. In addition, the Consultant will receive an award of 4.99% of the Company’s common stock, par value $0.001 per share (the “Common Stock”), subject to the Consultant’s continued compliance with the terms of the Consulting Agreement; provided, Consultant will be eligible to receive an additional equity award at the 12-month anniversary of the Effective Date to ensure that Consultant hold as total equity interest equal to 4.99% of the fully diluted outstanding shares of the Company. Consultant shall not sell, transfer, or otherwise dispose of more than 5% of the total trading volume of the Company Common Stock, as traded on the applicable stock exchange or market, during any calendar month, calculated based on the total trading volume during the previous calendar month. The Company may terminate the Consulting Agreement at any time with at least 30 days’ prior written notice. The Consultant will be an independent contractor of the Company, and as such, the Consultant is not entitled to participate in any Company employee benefit plans. Effective August 14, 2025, the Company and YWRC Holding, Inc. terminated the Consulting Agreement.
Item 6. [Reserved]
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations
Forward-Looking Statements
This report contains forward-looking statements that involve risks and uncertainties. These statements relate to future events or our future financial performance. In some cases, you can identify forward-looking statements by terminology including, “could”, “may”, “will”, “should”, “expect”, “plan”, “anticipate”, “believe”, “estimate”, “predict”, “potential”, and the negative of these terms or other comparable terminology. These statements are only predictions. Actual events or results may differ materially.
While these forward-looking statements, and any assumptions upon which they are based, are made in good faith and reflect our current judgment regarding the direction of our business, actual results will almost always vary, sometimes materially, from any estimates, predictions, projections, assumptions, or other future performance suggested in this Annual Report.
The following discussion should be read in conjunction with the consolidated financial statements and the related notes contained elsewhere in this Annual Report. In addition to historical information, the following discussion contains forward-looking statements based upon current expectations that are subject to risks and uncertainties. Actual results may differ substantially from those referred to herein due to several factors, including, but not limited to, risks generally described in this Annual Report.
We are engaged in the business of providing consulting services and education for blockchain technology and for the building of technological infrastructure and enterprise blockchain technology solutions. We currently generate revenues and incur expenses solely through these consulting and education operations.
| 6 |
Recent Events
Starchive Rescission
On March 19, 2026, the Company entered into a Mutual Transfer and Release Agreement (the “Agreement”) with Starchive.io, Inc., a Delaware corporation (“Starchive”), Peter Agelasto IV, Richard G. Averitt, and Digital Relab LLC (collectively, the “Sellers”), and Richard Averitt, solely in his capacity as the Sellers’ representative.
The Agreement provides for the rescission, ab initio, of that certain Securities Purchase Agreement dated October 8, 2025 (the “SPA”), pursuant to which the Company had acquired 50.1% of the outstanding capital stock of Starchive. The Agreement unwinds and reverses the transactions contemplated by the SPA as if such transactions had never occurred.
Pursuant to the Agreement, effective as of October 16, 2025 (the “Effective Date”), the Company transferred all of its right, title, and interest in the shares of Starchive acquired under the SPA back to the Sellers. In exchange, the Sellers surrendered to the Company for cancellation an aggregate of 433,633,691 shares of the Company’s common stock, par value $0.001 (“Common Stock”) previously issued to the Sellers under the SPA. All convertible promissory notes issued by the Company to the Sellers in connection with the SPA were surrendered and cancelled, with no principal or interest remaining outstanding.
The Company agreed to issue 151,748,756 shares of its Common Stock to Starchive valued at approximately $151,800 and provided up to $500,000 in indemnification as consideration for the rescission, settlement, and mutual release of claims arising from the SPA and the transactions contemplated thereby, resulting in an accrued liability of $651,800 on the Company’s balance sheet. Additionally, as a result of the rescission, the Company recorded approximately $427,000 in legal, accounting, and other expenses. In total, the Company recorded $1,078,800 in expenses on its statement of operations for the year ended December 31, 2025.
AJB Debt Conversion Agreement
On November 26, 2025, the Company entered into a Debt Conversion Agreement with AJB Capital Investments LLC. As of the closing, the Company had an outstanding principal balance and accrued but unpaid interest owed to AJB under various notes (collectively, the “Obligations”). Under the Agreement, the parties agreed to convert $3,808,733 of the Obligations (the “Conversion Amount”), representing that portion of the Obligations evidenced by the various notes, into consideration to be delivered at closing. At closing, the Company issued to AJB 446,477,338 shares of the Company’s Common Stock (the “Conversion Shares”), paid AJB $500,000 in cash, and issued to the AJB a pre-funded warrant to purchase up to 713,915,563 shares of the Company’s Common Stock.
The parties acknowledge that, upon closing, all outstanding notes between the Parties will be cancelled and of no further force or effect, except for a single remaining obligation to be evidenced by an amended and restated promissory note (the “New Note”), which shall represent the sole remaining outstanding amount of the Obligations following the closing. In connection with the conversion of the Conversion Amount, the Company and AJB have also agreed that, at closing, they will amend and restate the Securities Purchase Agreement dated November 7, 2024 (the “Restated SPA”), which will provide AJB with a second-priority, subordinated security interest in all assets of the Company pursuant to the Security Agreement dated November 7, 2024 and will govern the issuance of the New Note in the principal amount of $93,386, which shall be the only note outstanding between the parties following the closing.
The Agreement included a leak-out provision under which, upon closing, AJB cannot sell, transfer, or otherwise dispose of Conversion Shares and Warrant Shares in the aggregate in excess of fifteen percent (15%) of the five-day volume-weighted average trading volume of the Company’s Common Stock, or 20,000,000 shares per trading day, without the prior written consent of the Company.
Results of Continuing Operations
Comparison of the fiscal years ended December 31, 2025 and December 31, 2024
For the year ended December 31, 2025, revenues relating to consulting services were $18,527 compared to $44,814 for the year ended December 31, 2024. The decrease in revenue is mainly attributable to a decrease in online sales due to increased third party competition.
Cost of services for the years ended December 31, 2025, and December 31, 2024, were $0 and $9,394, respectively. The decrease is attributable to the decrease in revenue. The cost of services of TechCC, a wholly owned subsidiary of the Company, is comprised of payroll expense. There were no direct payroll costs associated with the 2025 revenue.
General and administrative expenses
For the year ended December 31, 2025, our general and administrative expenses were $2,573,679, compared to $890,435 for the year ended December 31, 2024. General and administrative expenses consist primarily of costs relating to professional services, payroll, and payroll-related expenses for the Company, excluding payroll at TechCC and depreciation and amortization expenses. The increase in the 2025 period is attributable to one-time general and administrative costs of $1,078,800 related to the rescission of the Starchive.io transaction and increased payroll and professional services fees.
Share-based compensation was $628,473 for the year ended December 31, 2025, compared to $5,285,690 for the year ended December 31, 2024. The decrease in the 2025 period is attributable to the issuance of Preferred A voting stock valued at $3,032,710 granted to the Company’s CEO.
Other Income (Expense)
Other income for the year ended December 31, 2025, was $1,151,132 compared to other expense of $1,822,369 during the same period in 2024. The material improvement in other expenses in the 2025 period is primarily attributable to a gain on the forgiveness of debt of $1,545,211 and the change in derivative liability of $755,000 in 2025, compared to $0 and derivative liability expense of $(1,319,366), respectively in 2024. Additionally, interest expense in the 2025 period increased to $1,135,607 compared to $503,003 in 2024 due to numerous financings in 2025 compared to 2024.
Liquidity and Capital Resources
Our consolidated financial statements are prepared using the accrual method of accounting in accordance with United States (“U.S.”) generally accepted accounting principles (“GAAP”) and have been prepared on a going concern basis, which contemplates the realization of assets and the settlement of liabilities in the normal course of business. The Company has incurred significant losses and experienced negative cash flows since its inception. As of December 31, 2025, we had cash on hand of $97,205. Our net loss was $1,918,127 for the year ended December 31, 2025. Our working capital was negative $6,210,341 as of December 31, 2025.
During 2025, we funded our operations with various loans, convertible debt, and equity issuances, as described in this Annual Report . We intend to continue funding our operations, if possible, through equity issuances. There can be no assurances that we will be successful in obtaining additional funding or that funding can be obtained on favorable terms.
| 7 |
Operating Activities
We have incurred, and expect to continue to incur, significant expenses in the areas of professional fees and contracting services.
Net cash used in operating activities for the year ended December 31, 2025, was $1,411,627 compared to net cash used of $813,546 for the year ended December 31, 2024. The increase is primarily attributable to an increase in losses in 2025 after subtracting non-cash share-based compensation in both periods, offset by an increase in accounts payable and accrued expenses in the 2025 period compared to 2024.
Investing Activities
Net cash used in investing activities for the year ended December 31, 2025, was $0 compared to net cash used of $0 for the year ended December 31, 2024.
Financing Activities
Net cash provided by financing activities for the year ended December 31, 2025, was $1,507,069 compared to $742,339 for the year ended December 31, 2024. The increase of $764,730 was primarily due to proceeds from the issuance of convertible notes in 2025 of $1,010,780 compared to $0 in the 2024 period, offset by a decrease in proceeds from notes payable of $742,339 compared to $496,918.
Subsequent to December 31, 2025, we have raised $270,000 in cash, and 0.2659574468 BTC proceeds (valued at approximately $19,000) from various transactions described in the Note 10 (Subsequent Events) to the Consolidated Financial Statements.
Critical Accounting Policies and Estimates
Stock-Based Compensation
In accordance with ASC No. 718, Compensation-Stock Compensation (“ASC 718”), the Company measures the compensation costs of stock-based compensation arrangements based on the grant date fair value of granted instruments and recognizes the costs in consolidated financial statements over the period during which employees are required to provide services. Stock-based compensation arrangements include stock options.
Equity instruments (“instruments”) issued to non-employees are recorded based on the fair value of the instruments, as required by ASC 718. ASC No. 505, Equity-Based Payments to Non-Employees (“ASC 505”), defines the measurement date and recognition period for such instruments. In general, the measurement date is (a) when a performance commitment, as defined, is reached or (b) when the earlier of (i) the non-employee performance is complete and (ii) the instruments are vested. The compensation cost is remeasured at fair value at each reporting period when the award vests. As a result, stock option-based payments to non-employees can result in significant volatility in compensation expense.
The Company accounts for its stock-based compensation using the Black-Scholes model to estimate the fair value of stock option awards. Using this model, fair value is calculated based on assumptions with respect to the (i) expected volatility of the 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.
| 8 |
Fair Value Measurements
The Company recognizes and discloses the fair value of its assets and liabilities using a hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to valuations based upon unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to valuations based upon unobservable inputs that are significant to the valuation (Level 3 measurements). Each level of input has different levels of subjectivity and difficulty involved in determining fair value.
| Level 1 | Inputs are unadjusted, quoted prices for identical assets or liabilities in active markets at the measurable date. | |
| Level 2 | Inputs, other than quoted prices included in Level 1 that are observable for the asset or liability through corroboration with market data at the measurement date. | |
| Level 3 | Unobservable inputs that reflect 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 liabilities approximate fair value because of the short maturity of these instruments.
Goodwill and Indefinite-lived intangible Assets
We test for the impairment of our goodwill and indefinite-lived assets at least annually and whenever events or circumstances occur indicating that a possible impairment has been incurred.
We perform our annual goodwill impairment test on the first day of our fourth quarter based on the income approach, also known as the discounted cash flow (“DCF”) method, which utilizes the present value of future cash flows to estimate fair value. We also use the market approach, which utilizes market price data of companies engaged in the same or a similar line of business as that of our company, to estimate fair value. A reconciliation of the two methods is performed to assess the reasonableness of the fair value of each of the reporting units.
The future cash flows used under the DCF method are derived from estimates of future revenues, operating income, working capital requirements, and capital expenditures, which in turn reflect specific global, industry, and market conditions. The discount rate developed is based on data and factors relevant to the economies in which the business operates and other risks associated with those cash flows, including the potential variability in the amount and timing of the cash flows. A terminal growth rate is applied to the final year of the projected period and reflects our estimate of stable growth to perpetuity. We then calculate the present value of the respective cash flows for each reporting unit to arrive at the fair value using the income approach, and then determine the appropriate weighting between the fair value estimated using the income approach and the fair value estimated using the market approach. Finally, we compare the estimated fair value of our goodwill and indefinite-lived assets to their respective carrying value in order to determine if the goodwill assigned to each reporting unit is potentially impaired. In January 2017, the Financial Accounting Standards Board (“FASB”) issued ASU 2017-04, “Intangibles-Goodwill and Other (Topic 350): Simplifying the Accounting for Goodwill Impairment”, which eliminated Step 2 from the goodwill impairment test. If the fair value of the asset exceeds its carrying value, goodwill is not impaired, and no further testing is required. If the fair value of the asset is less than the carrying value, an impairment charge is recognized for the amount by which the carrying amount exceeds the asset’s fair value; however, the loss recognized should not exceed the total amount of goodwill allocated to that asset.
| 9 |
Significant assumptions used include management’s estimates of future growth rates, the amount and timing of future operating cash flows, capital expenditures, discount rates, as well as market and industry conditions and relevant comparable company multiples for the market approach. Assumptions utilized are highly judgmental, especially given the role technology plays in driving the demand for consulting services in the blockchain technology space.
Revenue Recognition
The Company recognizes consulting revenue when the service is rendered, the fee for arrangement is fixed or determinable, and collectability is reasonably assured.
Income Taxes
Deferred tax assets and liabilities are recognized for expected future consequences of events that have been included in the consolidated financial statements or tax returns. Under the asset and liability method, deferred income tax assets and liabilities are determined based on the differences between the financial reporting and tax bases of assets and liabilities and are measured using the currently enacted tax rates and laws. A valuation allowance is provided for the amount of deferred tax assets that, based on available evidence, are not expected to be realized. The provision for income taxes represents the tax payable for the period and the change during the period in deferred tax assets and liabilities.
When tax returns are filed, it is highly certain that some positions taken would be sustained upon examination by the taxing authorities, while others are subject to uncertainty about the merits of the position taken or the amount of the position that would be ultimately sustained. The benefit of a tax position is recognized in the consolidated financial statements in the period during which, based on all available evidence, management believes it is more likely than not that the position will be sustained upon examination, including the resolution of appeals or litigation processes, if any. Tax positions taken are not offset or aggregated with other positions. Tax positions that meet the more-likely-than-not recognition threshold are measured as the largest amount of tax benefit that is more than 50 percent likely of being realized upon settlement with the applicable taxing authority. The portion of the benefits associated with tax positions taken that exceeds the amount measured as described above is reflected as a liability for unrecognized tax benefits, along with any associated interest and penalties that would be payable to the taxing authorities upon examination.
Off-Balance Sheet Transactions
We do not have any off-balance sheet transactions.
Trends, Events and Uncertainties
The blockchain technology market is dynamic and unpredictable. Although we undertake compliance efforts, including efforts with commercially reasonable diligence, there can be no assurance that there will not be a new or unforeseen law, regulation or risk factor that will materially impact our ability to continue our business as currently operated or raise additional capital to foster our continued growth.
We cannot assure you that our consulting business will develop as planned, that we will ever earn revenues sufficient to support our operations, or that we will ever be profitable. Furthermore, since we have no committed source of financing, we cannot assure you that we will be able to raise money as and when we need it to continue our operations. If we cannot raise funds as and when we need them, we may be required to severely curtail, or even to cease, our operations.
Other than as discussed above and elsewhere in this Annual Report on Form 10-K, we are not aware of any trends, events, or uncertainties that are likely to have a material effect on our financial condition.
Item 7A. Quantitative and Qualitative Disclosures about Market Risk.
As a “smaller reporting company” as defined by Item 10 of Regulation S-K, the Company is not required to provide the information required by this Item.
Item 8. Financial Statements and Supplementary Data
See pages beginning with page F-1.
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
None.
| 10 |
Item 9A. Controls and Procedures
Internal Control over Financial Reporting and Evaluation of Disclosure Controls and Procedures.
Conclusions Regarding the Effectiveness of Disclosure Controls and Procedures
Our management, including our principal executive officer and principal financial officer, conducted an evaluation of the effectiveness of our disclosure controls and procedures, as defined in Rule 13a-15(e) or 15d-15(e) of the Exchange Act, as of December 31, 2025. Based upon the required restatement of the December 31, 2023, financial statements, management determined that the Company’s disclosure controls and procedures were not effective as of December 31, 2025.
Management’s Annual Report on Internal Control over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rule 13a-15(f) or 15d-15(f) promulgated under the Exchange Act. Those rules define internal control over financial reporting as a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of consolidated financial statements for external purposes in accordance with generally accepted accounting principles, and include those policies and procedures that:
| ● | Pertain to the maintenance of records that in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company; | |
| ● | Provide reasonable assurance that transactions are recorded as necessary to permit preparation of consolidated financial statements in accordance with generally accepted accounting principles, and the receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the Company; and | |
| ● | Provide reasonable assurance regarding the prevention or timely detection of unauthorized acquisitions, use or disposition of the company’s assets that could have a material effect on the consolidated financial statements. |
Because of its inherent limitations, internal controls over financial reporting may not prevent or detect misstatements. Projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Management assessed the effectiveness of our internal control over financial reporting as of December 31, 2025. In making this assessment, our management used the criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO 2013).
As a result of the restatement of the December 31, 2023 financial statements which occurred during 2025, management has concluded that, as of December 31, 2025, our disclosure controls and procedures and internal control over financial reporting were not effective.
Changes in Internal Control Over Financial Reporting
As a result of the material restatement of the 2023 Form 10-K there was a change in our internal control over financial reporting that occurred during the year ended December 31, 2025, that has materially affected our internal control over financial reporting.
Inherent Limitations of Controls
Management does not expect that our disclosure controls and procedures or our internal control over financial reporting will prevent or detect all errors and all fraud. Controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving their objectives, and management necessarily applies its judgment in evaluating the cost-benefit relationship of possible controls and procedures. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the Company have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty and that breakdowns can occur because of a simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the controls. The design of any system of controls also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Over time, controls may become inadequate because of changes in conditions or deterioration in the degree of compliance with the policies or procedures. Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected. Management is in the process of raising capital to hire additional personnel to address its internal control weakness
Item 9B. Other Information
Rule 10b5-1 Trading Arrangements
During
the three months ended December 31, 2025, none of the Company’s directors or officers (as defined in Rule 16a-1(f) of the Securities
Exchange Act of 1934, as amended)
Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.
Not applicable.
| 11 |
PART III
Item 10. Directors, Executive Officers, and Corporate Governance
Set forth below is certain information regarding our current executive officers and directors. Each of the directors was elected to serve until our next annual meeting of stockholders or until his or her successor is elected and qualified. Our officers are appointed by, and serve at the pleasure of, the board of directors.
| Name | Age | Position | ||
| Ronald Levy | 66 | Director, Chief Executive Officer, Interim Chief Financial Officer, and Secretary | ||
| Holly Ruxin | 55 | Director |
Biographical information with respect to our executive officers and directors is provided below. There are no family relationships between any of our executive officers, directors, or key employees.
Ron Levy. Mr. Levy, 66, has served as our Chief Executive Officer and a Director since May 2018 and as Interim Chief Financial Officer since June 11, 2025. Mr. Levy also previously served as our Chief Operating Officer until November 17, 2025. Mr. Levy’s experience includes consulting for various emerging growth companies through various growth cycles. He also serves as Chief Operating Officer and beneficial owner at Redwood Fund, LP, a private investment fund and major stockholder of the Company, since February 2014, and Ladyface Capital, LLC, the General Partner of Redwood Fund, LP, since July 2013.
Holly Ruxin. Ms. Holly Ruxin, 55, has served as a member of the Board since April 2018 and currently serves as Chief Executive Officer of Montcalm TCR, a San Francisco-based wealth management and capital markets trading firm. Ms. Ruxin began her investment career at Goldman Sachs in the fixed income derivatives arena, and she has managed client assets and led private client teams at Morgan Stanley, Montgomery Securities, and Bank of America for over twenty years. Ms. Ruxin is also the founder of Trevor TCR, a non-profit organization designed to invest in what matters and achieve transformation through giving. Ms. Ruxin received a Master of Business Administration in Finance from Columbia University and a Bachelor of Arts in Economics from the University of Michigan. We determined that Ms. Ruxin should serve as a director because of her extensive asset management and capital markets experience.
Compliance with Section 16(a) of the Exchange Act.
Our directors and executive officers and any beneficial owner of more than 10% of our common stock, as well as certain affiliates of those persons, must file reports with the SEC showing the number of shares of common stock they beneficially own and any changes in their beneficial ownership. Based on our review of these reports and written representations of our directors and executive officers, we believe that all required reports in 2025 were filed in a timely manner.
Code of Ethics
The Company has adopted a Code of Conduct and Ethics that applies to every director, officer and employee of the Company. The Code of Conduct and Ethics includes written standards that are reasonably designed to deter wrongdoing and to promote:
| ● | Honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships; | |
| ● | Full, fair, accurate, timely, and understandable disclosure in reports and documents that the Company files with, or submits to, the SEC and in other public communications made by the Company; | |
| ● | Compliance with applicable governmental laws, rules and regulations; | |
| ● | The prompt internal reporting of violations of the code to an appropriate person or persons identified in the code; and | |
| ● | Accountability for adherence to the code. |
A copy of the Code of Conduct and Ethics is available on the Company’s website at www.thecryptocompany.com.
Director Nominations
The Company does not have any defined procedures by which stockholders may submit nominations for directors and there has been no change to that policy.
Audit Committee and Audit Committee Financial Expert
The board of directors has an Audit Committee comprised of one independent board member, Holly Ruxin, who is a financial expert. Ms. Ruxin oversees the accounting and financial reporting processes of the Company and the audits of the Company’s consolidated financial statements.
Annual Meetings for Election of Directors
Under Nevada law, directors are to be elected at annual meetings of stockholders. The Company has not held annual meetings of stockholders for the election of directors as contemplated by Nevada law. The Company has nevertheless continued to operate through its incumbent directors and officers. Under Nevada law, directors generally serve until their successors are elected and qualified, and incumbent directors may continue to serve as holdover directors in the absence of an annual meeting. However, the Company can provide no assurance that its historical governance practices satisfied all requirements applicable to the timing and conduct of stockholder meetings and director elections, or that such practices would not be subject to challenge. The Company intends to take steps to ensure compliance with applicable Nevada law requirements regarding the holding of stockholder meetings and the election of directors going forward.
| 12 |
Item 11. Executive Compensation
2025 Summary Compensation Table
The following table provides information regarding the total compensation for services rendered in all capacities that were earned during the fiscal year indicated by our named executive officers for 2025.
Name and
Principal Position | Year | Salary | Bonus ($) | Stock Awards ($) | Option Awards ($)(4) | Non-Equity Incentive Plan Compensation ($) | All Other Compensation ($) | Total ($) | ||||||||||||||||||||||||
| Ron Levy, (Chief Executive Officer and Interim Chief | 2025 | $ | 360,000 | (2) | - | - | - | - | - | $ | 360,000 | |||||||||||||||||||||
| Financial Officer)(1) | 2024 | $ | 360,000 | (2) | - | - | - | - | - | $ | 360,000 | |||||||||||||||||||||
| (1) | Appointed as Chief Executive Officer on May 21, 2018. | |
| (2) | The total CEO’s salary for the years ended December 31, 2025, and December 31, 2024, was $360,000 per year. The total salary for the two years amounted to $660,000, all of which was deferred. As of December 31, 2025, the total accrued compensation due to Mr. Levy dating back to 2022 amounted to $1,276,082 on an interest-free basis and is recorded in accrued expenses on the Company’s balance sheet as of December 31, 2025. |
Outstanding Equity Awards at Fiscal Year-End
During the year ended December 31, 2025, the Company did not issue any stock options.
Employee Benefits
We currently do not offer any employee benefit plans, including any 401(k) plan.
Director Compensation Policy
The board of directors of the Company does not have a compensation committee. The board of directors determines the amount and form of executive and director compensation.
As previously disclosed, the Company entered into a Director Services Agreement with Holly Ruxin, effective April 7, 2018. Pursuant to the Director Services Agreements, each director is be entitled to receive (i) a fee of $80,000 per annum, payable quarterly, and (ii) a ten-year option to purchase 100,000 shares of common stock of the Company at an exercise price of $10.00 per share, which option shall be fully vested on the six-month anniversary of the date of grants.
| 13 |
The table below summarizes the compensation earned or paid to our non-employee directors for the fiscal year ended December 31, 2025:
| Name | Fees Earned or Paid in Cash ($) | Stock Awards ($) | Total ($) | |||||||||
| Holly Ruxin | 80,004 | - | 80,004 | (1) | ||||||||
| (1) | The total Director’s fees for the years ended December 31, 2025, and December 31, 2024, was $80,004 per year. The total fees for the two years amounted to $160,008, all of which was deferred. As of December 31, 2025, the total accrued fees due to Ms. Ruxin dating back to 2019 amounted to $522,693 on an interest-free basis and is recorded in accrued expenses on the Company’s balance sheet as of December 31, 2025. This accrued amount is net of $4,000 that was paid in Q4 2025. |
Policies and Practices Related to the Grant of Certain Equity Awards Close in Time to the Release of Material Nonpublic Information
While we do not have a formal written policy in place concerning the timing of awards of options in relation to the disclosure of material nonpublic information, our Board does not seek to time equity grants to take advantage of information, either positive or negative, about our Company that has not been publicly disclosed.
Similarly, it is our practice not to time the release of material nonpublic information based on equity award grant date or for the purpose of affecting the value of executive compensation. During the year ended December 31, 2025, we did not grant stock options four business days before or one business day following the release of material non-public information.
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
The disclosure in Item 5 under the heading “Securities Authorized for Issuance Under Equity Compensation Plans” is hereby incorporated by reference.
Security Ownership of Certain Beneficial Owners and Management
The following table sets forth certain information as of April 15, 2026, regarding the beneficial ownership of our common stock by the following persons:
| ● | each stockholder or group of stockholders who, to our knowledge, owns more than 5% of our common stock; | |
| ● | each of our named executive officers; | |
| ● | each director; and | |
| ● | all of our executive officers and directors as a group. |
Beneficial ownership is determined in accordance with the rules of the SEC, and thus represents voting or investment power with respect to our securities. Unless otherwise indicated in the footnotes to the following table, each person named in the table has sole voting and investment power. The address for each of our named executive officers and directors is c/o The Crypto Company, 23823 Malibu Road #50477, Malibu, California 90265. As of April ___, 2026 there were 5,489,668,372 shares of common stock outstanding subject to options, warrants, or other rights currently exercisable or exercisable within 60 days of April 15, 2026 are deemed to be beneficially owned and outstanding for computing the share ownership and percentage of the stockholder holding the options, warrants or other rights, but are not deemed outstanding for computing the percentage of any other stockholder.
| 14 |
| Name of Beneficial Owner | Amount and Nature of Beneficial Ownership | Percentage of Common Stock Outstanding | ||||||
| Ron Levy (1)(3) | 734,288,200 | 13.38 | % | |||||
| Holly Ruxin (2) | 186,080,391 | 3.39 | % | |||||
| Jared Strasser | 177,515,459 | 3.23 | % | |||||
| All directors and officers as a group | 1,097,884,050 | 20.00 | % | |||||
| 5% shareholders | ||||||||
Mark Andrew Uram | 674,000,000 | 12.27 | % | |||||
| 1215 Alene Drive | ||||||||
| Plainfield, Illinois 60586 | ||||||||
| (1) | Includes vested options to purchase 1,250,000 shares of common stock that may be exercised at any time. | |
| (2) | Includes vested options to purchase 350,000 shares of common stock that may be exercised at any time. | |
(3) |
Does not include a total of ten (10) shares of the Company’s Series A preferred voting stock. 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 10 Series A Preferred shares convertible shares can be converted into 9,500,000,000 voting shares. |
Change in Control
As of the date of this report, we are not aware of any arrangements, including any pledge by any person of our securities, the operation of which may at a subsequent date result in a change in control of the Company.
Item 13. Certain Relationships and Related Transactions, and Director Independence
Policies and Procedures for Related Person Transactions
While our board of directors has not adopted a formal written related person transaction policy that sets forth the policies and procedures for the review and approval or ratification of related person transactions, it is the Company’s practice and procedure to present all transactions, arrangements, relationships or any series of similar transactions, arrangements or relationships, in which the Company was or is to be a participant and a related person had or will have a direct or indirect material interest, to the board of directors for approval.
SEC regulations define the related person transactions that require disclosure to include any transaction, arrangement or relationship in which the amount involved exceeds the lesser of $120,000 or 1% of the average of our total assets at year-end for the last two completed fiscal years in which we were or are to be a participant and in which a related person had or will have a direct or indirect material interest. A related person is: (i) an executive officer, director or director nominee of the Company, (ii) a beneficial owner of more than 5% of our common stock, (iii) an immediate family member of an executive officer, director or director nominee or beneficial owner of more than 5% of our common stock, or (iv) any entity that is owned or controlled by any of the foregoing persons or in which any of the foregoing persons has a substantial ownership interest or control.
During the year ended December 31, 2025, there have been no related party transactions.
| 15 |
Director Independence
Our determination of the independence of our directors is made using the definition of “independent” contained in the listing standards of the Nasdaq Stock Market. On the basis of that information, the board has determined that Holly Ruxin is independent within the meaning of such rules.
Item 14. Principal Accountant Fees and Services
On March 11, 2026, the Board of Directors of the Company approved the dismissal of Bush & Associates CPA LLC (“Bush”) as the Company’s independent registered public accounting firm, effective March 12, 2026. Also on March 11, 2026, the Board of Directors of the Company approved the appointment of Beckles & Co. as the Company’s new independent registered public accounting firm, effective March 12, 2026, for the fiscal year ending December 31, 2025.
The following table sets forth fees billed and to be billed to us by our independent registered public accounting firm for the years ended December 31, 2025 and 2024 for (i) services rendered for the audit of our annual consolidated financial statements and the review of our quarterly consolidated financial statements, and (ii) other services rendered in connection with tax preparation, compliance, advice, and assistance.
| Year Ended December 31, | ||||||||
| 2025 | 2024 | |||||||
| Audit fees-Bush and Associates | 165,000 | 156,000 | ||||||
| Other audit services-Beckles & Co. | $ | 12,575 | $ | - | ||||
| Total fees | $ | 177,575 | $ | 156,000 | ||||
Audit Fees: Represents fees for professional services provided for the audit of our annual consolidated financial statements, review of our consolidated financial statements included in our quarterly reports and services in connection with statutory and regulatory filings.
The board of directors has an Audit Committee comprised of one independent board member, Holly Ruxin. Ms. Ruxin serves as the Chair of the Audit Committee. The Audit Committee oversees the accounting and financial reporting processes of the Company and the audits of the Company’s consolidated financial statements.
The Audit Committee of the Company oversees the accounting and financial reporting processes of the Company and approves all auditing services and the terms thereof and non-audit services (other than non-audit services published under Section 10A(g) of the Exchange Act or the applicable rules of the SEC or the Public Company Accounting Oversight Board) to be provided to us by the independent auditor; provided, however, the pre-approval requirement is waived with respect to the provisions of non-audit services for us if the “de minimis” provisions of Section 10A(i)(1)(B) of the Exchange Act are satisfied.
| 16 |
PART IV
Item 15. Exhibits and Financial Statement Schedules
Financial Statements
See pages beginning with page F-1.
Exhibit Index
| 17 |
| 18 |
| 19 |
| 20 |
* Filed herewith
** Furnished, not filed.
Item 16. Form 10-K Summary
None.
| 21 |
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Exchange Act, the Registrant caused this report to be signed on its behalf by the undersigned, thereto duly authorized, on June 24, 2026.
| THE CRYPTO COMPANY | ||
| (Registrant) | ||
| By: | /s/ Ron Levy | |
| Ron Levy | ||
| Chief Executive Officer, Interim Chief Financial Officer and Chairman of the Board | ||
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed by the following persons on behalf of the Registrant in the capacities indicated on June 24, 2026
| Signature | Title | |
| /s/ Ron Levy | Chief Executive Officer, Interim Chief Financial Officer and Chairman of the Board | |
| Ron Levy | (Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer) | |
| /s/ Holly Ruxin | ||
| Holly Ruxin | Director |
| 22 |
THE CRYPTO COMPANY
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
| F-1 |
Report of Independent Registered Public Accounting Firm
To the shareholders and the board of directors of The Crypto Company.
Opinion on the Financial Statements
We have audited the accompanying balance sheets of The Crypto Company as of December 31, 2025 and 2024, the related statements of operations, stockholders’ (deficit), and cash flows for the years then ended, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2025 and 2024, and the results of its operations and its cash flows for the years then ended, in conformity with accounting principles generally accepted in the United States.
Substantial Doubt about the Company’s Ability to Continue as a Going Concern
The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 2 to the financial statements, the Company has suffered recurring losses from operations and has a significant accumulated deficit. In addition, the Company continues to experience negative cash flows from operations. These factors raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plans in regard to these matters are also described in Note 2. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
Basis for Opinion
These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.
Our audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provides a reasonable basis for our opinion.
Critical Audit Matters
The critical audit matters communicated below are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole10, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.
Accounting for Convertible Notes and Derivative Liabilities
As described in Notes 6 and 7 to the financial statements, the Company has outstanding convertible notes that contain conversion features and other contractual terms requiring management to determine whether embedded features should be bifurcated and accounted for separately as derivative liabilities. Where derivative liability accounting was required, the liabilities were measured at fair value, with changes in fair value recognized in earnings.
We identified the accounting for convertible notes and derivative liabilities as a critical audit matter because of the complexity of evaluating the contractual terms of the convertible notes and the significant judgment involved in determining the appropriate accounting treatment and fair value measurement. Auditing this matter involved especially challenging and complex auditor judgment, including the use of specialized knowledge to evaluate management’s accounting conclusions and valuation assumptions.
Our audit procedures included obtaining and reading the convertible note agreements and related amendments, evaluating management’s technical accounting analysis, testing the completeness of the convertible note population, assessing whether embedded features required derivative liability accounting, and evaluating the valuation methodology and significant assumptions used to measure the derivative liabilities. We also tested the related accounting entries and evaluated the adequacy of the related financial statement disclosures.
/S/
Beckles & Co. Inc. (PCAOB ID 7116)
We have served as the Company’s auditor since 2025
June 24, 2026
400 Columbia Drive, Suite 101
West Palm Beach, FL 33409
Ph.561 689-4093
Fax: 954 827-0968
| F-2 |
THE CRYPTO COMPANY
CONSOLIDATED BALANCE SHEETS
| December 31, 2025 | December 31, 2024 | |||||||
| 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 | ||||||||
| Derivative liability | ||||||||
| Convertible debt -net of discount | ||||||||
| Total current liabilities | ||||||||
| Notes payable - other | ||||||||
| TOTAL LIABILITIES | ||||||||
| STOCKHOLDERS’ DEFICIT | ||||||||
| Preferred A voting stock, $ par value; shares authorized and -- shares issued and outstanding, respectively, as of December 31, 2025 and December 31, 2024, respectively | ||||||||
| Common stock, $ par value; shares authorized and shares issued and outstanding, respectively, as of December 31, 2025 and December 31, 2024, respectively. | ||||||||
| Additional paid-in-capital | ||||||||
| Accumulated deficit | ( | ) | ( | ) | ||||
| TOTAL STOCKHOLDERS’ DEFICIT | ( | ) | ( | ) | ||||
| TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT | $ | $ | ||||||
The accompanying notes are an integral part of these consolidated financial statements.
| F-3 |
THE CRYPTO COMPANY
CONSOLIDATED STATEMENTS OF OPERATIONS
| For the year | For the year | |||||||
| ended | ended | |||||||
| December 31, 2025 | December 31, 2024 | |||||||
| 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 (expense) | ||||||||
| Gain on the extinguishment of debt | ||||||||
| Change in derivative liability | ( | ) | ||||||
| Other income | ||||||||
| Realized loss on the sale of cryptocurrency | ( | ) | ||||||
| Gain on the forgiveness of debt | ||||||||
| Interest expense | ( | ) | ( | ) | ||||
| Total other expense (income) | ( | ) | ||||||
| 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 these consolidated financial statements.
| F-4 |
THE CRYPTO COMPANY
CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ DEFICIT
| Additional | Total | |||||||||||||||||||||||||||
| Preferred A stock | Common stock | Paid in | Accumulated | Stockholders’ | ||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | capital | Deficit | Deficit | ||||||||||||||||||||||
| Balance, December 31, 2023 -Restated | $ | $ | $ | $ | ( | ) | $ | ( | ) | |||||||||||||||||||
| Stock compensation expense | ||||||||||||||||||||||||||||
| Stock compensation expenses in connection with the issuance of Preferred A voting stock | ||||||||||||||||||||||||||||
| Adj additional paid in capital | ||||||||||||||||||||||||||||
| Debt discount for warrants | ||||||||||||||||||||||||||||
| Common stock issued for debt conversion | ||||||||||||||||||||||||||||
| Net loss | ( | ) | ( | ) | ||||||||||||||||||||||||
| Balance, December 31, 2024 | $ | $ | $ | $ | ( | ) | $ | ( | ) | |||||||||||||||||||
| Additional | Total | |||||||||||||||||||||||||||
| Preferred A stock | Common stock | Paid in | Accumulated | Stockholders’ | ||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | capital | Deficit | Deficit | ||||||||||||||||||||||
| Balance, December 31, 2024 | $ | $ | $ | $ | ( | ) | $ | ( | ) | |||||||||||||||||||
| Balance | $ | $ | $ | $ | ( | ) | $ | ( | ) | |||||||||||||||||||
| Issuance of common stock for services | ||||||||||||||||||||||||||||
| Issuance of warrants for financing fee | ||||||||||||||||||||||||||||
| Common stock issued for note conversion | ||||||||||||||||||||||||||||
| Common stock issued as financing fee | ||||||||||||||||||||||||||||
| Common stock issued to reduce accrued liabilities | ||||||||||||||||||||||||||||
| Net loss | ( | ) | ( | ) | ||||||||||||||||||||||||
| Balance, December 31, 2025 | $ | $ | $ | ( | ) | $ | ( | ) | ||||||||||||||||||||
| Balance | ( | ) | ( | ) | ||||||||||||||||||||||||
The accompanying notes are an integral part of these consolidated financial statements.
| F-5 |
THE CRYPTO COMPANY
CONSOLIDATED STATEMENTS OF CASH FLOWS
| For the year | For the year | |||||||
| ended | ended | |||||||
| December 31, 2025 | December 31, 2024 | |||||||
| Cash flows from operating activities: | ||||||||
| Net (loss) | $ | ( | ) | $ | ( | ) | ||
| Adjustments to reconcile net loss to net cash (used in) operations: | ||||||||
| Share-based compensation | ||||||||
| Change in derivative liability | ( | ) | ||||||
| Debt discount for warrants | ||||||||
| Gain on the forgiveness of debt | ( | ) | ||||||
| Warrants issued for financing fee | ||||||||
| Gain on the extinguishment of debt | ( | ) | ||||||
| Common stock issued as a financing fee | ||||||||
| Cryptocurrency | ||||||||
| Amortization of note discount | ||||||||
| Change in operating assets and liabilities: | ||||||||
| 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 to reduce convertible debt | $ | $ | ||||||
| Common stock issued to reduce accrued liabilities | $ | |||||||
The accompanying notes are an integral part of these consolidated financial statements.
| F-6 |
THE CRYPTO COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 1 – BASIS OF PRESENTATION AND THE COMPANY
Basis of Presentation
The audited financial statements included in this Form 10-K have been prepared in accordance with the U.S. Securities and Exchange Commission (the “SEC”) instructions for Annual Reports on Form 10-K. Accordingly, the financial statements are audited and contain all of the information required by U.S. Generally Accepted Accounting Principles (“GAAP”) to be included in a full set of financial statements. In our opinion, the financial statements present fairly, in all material respects, the financial position of The Crypto Company as of December 31, 2025, and 2024, and the results of its operations and its cash flows for the years then ended, in conformity with accounting principles generally accepted in the United States of America.
Use of Estimates
The preparation of the consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and disclosures made in the accompanying notes to the 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 (the “Company”, “Crypto”, “we”, “us” or “our”) was incorporated in the State of Utah on December 2, 2013, under the name Croe, Inc. On October 3, 2017, the Company filed Articles of Conversion with the Utah Secretary of State and the Nevada Secretary of State to effectively change its state of incorporation to Nevada and filed Articles of Incorporation with the Nevada Secretary of State to change its name to The Crypto Company.
Crypto Sub, Inc. (formerly known as The Crypto Company) (“Crypto Sub”) was incorporated in the State of Nevada on March 9, 2017. On June 7, 2017, Crypto Sub completed a reverse acquisition of Croe, Inc. On October 3, 2017, we changed our name to The Crypto Company to better reflect our new business. Currently we operate through one wholly-owned subsidiary, Technology Convergence Company (“TechCC”) (formerly known as Blockchain Training Alliance) (“BTA”). We also have one inactive wholly-owned subsidiary, CoinTracking, LLC (“CoinTracking”).
The Company entered into a Stock Purchase Agreement 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.
During the 2024 and 2025 fiscal years the Company generated revenues and incurred expenses primarily through the business of providing consulting services and education for distributed ledger technologies (“blockchain”), for the building of technological infrastructure and enterprise blockchain technology solutions.
BTA is a blockchain training company and service provider that provides training and educational courses focused on blockchain technology and education, as well as the general understanding of blockchain to corporate and individual clients.
We are engaged in the business of developing and operating blockchain infrastructure and providing consulting services and education related to blockchain technology. Our operations encompass the acquisition, development, and commercialization of blockchain technology assets, enterprise blockchain solutions, and blockchain-based platforms. During 2025 and 2024, we generated revenues and incurred expenses primarily through our consulting operations.
Subsequent to the fiscal year ended December 31, 2025, on March 26, 2026, we completed the acquisition of substantially all of the intellectual property of Frame Holdings Ltd., including the core technology required to own and operate the Frame Blockchain, a purpose-built Layer 1 blockchain designed to connect fragmented crypto ecosystems into a single interoperable settlement network. The acquisition was completed through our newly formed subsidiary, Frame Intelligence, LLC, and was structured as a simultaneous sign-and-close transaction with no TCC equity issued at closing and no upfront cash consideration. All equity consideration is milestone-based, tied to predefined performance and adoption thresholds. We intend to launch the Frame Blockchain in 2026. We believe this acquisition significantly expands our capabilities as a blockchain infrastructure company and positions us at the center of the growing crypto commerce and interoperability market.
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 its inception. As of December 31, 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.
| F-7 |
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 | $ | |||
| USDC (stablecoin) | $ | |||
| Total | $ |
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 December 31, 2025, and December 31, 2024, there was $
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
| F-8 |
The
Company assesses whether goodwill impairment and indefinite-lived intangible assets exists using both qualitative and quantitative assessments.
The qualitative assessment involves determining whether events or circumstances exist that indicate it is more likely than not that the
fair value of a reporting unit is less than its carrying amount, including goodwill. If based on this qualitative assessment, the Company
determines it is more likely than not that the fair value of a reporting unit is less than its carrying amount, or if the Company elects
not to perform a qualitative assessment, a quantitative assessment is performed to determine whether a goodwill impairment exists at
the reporting unit. As of December 31, 2023, the Company determined that its investment in BTA was fully impaired and recorded a loss
of $
Income taxes – Deferred tax assets and liabilities are recognized for expected future consequences of events that have been included in the consolidated financial statements or tax returns. Under the asset and liability method, deferred income tax assets and liabilities are determined based on the differences between the financial reporting and tax bases of assets and liabilities and are measured using the currently enacted tax rates and laws. A valuation allowance is provided for the amount of deferred tax assets that, based on available evidence, are not expected to be realized. The provision for income taxes represents the tax payable for the period and the change during the period in deferred tax assets and liabilities.
When tax returns are filed, it is highly certain that some positions taken would be sustained upon examination by the taxing authorities, while others are subject to uncertainty about the merits of the position taken or the amount of the position that would be ultimately sustained. The benefit of a tax position is recognized in the consolidated financial statements in the period during which, based on all available evidence, management believes it is more likely than not that the position will be sustained upon examination, including the resolution of appeals or litigation processes, if any. Tax positions taken are not offset or aggregated with other positions. Tax positions that meet the more-likely-than-not recognition threshold are measured as the largest amount of tax benefit that is more than 50 percent likely of being realized upon settlement with the applicable taxing authority. The portion of the benefits associated with tax positions taken that exceeds the amount measured as described above is reflected as a liability for unrecognized tax benefits along with any associated interest and penalties that would be payable to the taxing authorities upon examination.
As
of December 31, 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.
| F-9 |
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.
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.
| F-10 |
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
November 26, 2025, the Company entered into a Debt Conversion Agreement with AJB Capital Investments LLC. As of the closing, the Company
had an outstanding principal balance and accrued but unpaid interest owed to AJB under various notes (collectively, the “Obligations”).
Under the Agreement, the parties agreed to convert $
The
parties acknowledge that, upon closing, all outstanding notes between the Parties will be cancelled and of no further force or effect,
except for a single remaining obligation to be evidenced by an amended and restated promissory note (the “New Note”), which
shall represent the sole remaining outstanding amount of the Obligations following the closing. In connection with the conversion of
the Conversion Amount, the Company and AJB have also agreed that, at closing, they will amend and restate the Securities Purchase Agreement
dated November 7, 2024 (the “Restated SPA”), which will provide AJB with a second-priority, subordinated security interest
in all assets of the Company pursuant to the Security Agreement dated November 7, 2024 and will govern the issuance of the New Note in
the principal amount of $
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 $
| F-11 |
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 $
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 to and create a new class of stock, par value $ 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
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 () shares of the Company’s Series A preferred stock (“Preferred Stock”) Mr. Levy also serves as the Interim Chief Financial Officer, Chairman of the Board, Secretary, and a member of the Board of Directors of the Company.
Although the shares are not convertible to common stock these Series A Preferred Shares enable Mr. Levy to exercise control over the Company, so the company used the equity method to value the shares. The Series A Preferred shares convertible shares can be converted into voting shares. As of December 31, 2025 the Company had shares outstanding. The Company estimated that the voting shares could not exceed the number of shares outstanding and used that level of shares to value the common stock which was trading at $ resulted in stock based compensation of $ which was also equivalent to the market capitalization on that date.
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 shares as a bonus to employees and contractors for services. Ronald Levy the Company’s CEO received of those Common Shares and Holly Ruxin, a director, received 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.
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 December 31, 2025, Notes Payable amounted to $279,270. This balance is comprised of one note due to AJB amounting to $
AJB NOTES
On
December 19, 2025, AJB converted a total of fourteen (14) notes outstanding listed below, totaling $
●
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 $
| F-12 |
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
of December 31, 2025 the balance of this note along with accrued interest was $-
●
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 December 31, 2025 the balance 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 December 31, 2025 the balance of this note along with accrued interest was $-
●
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 $
| F-13 |
The
maturity date of the January 30, 2024 Note is
As
of December 31, 2025 the balance of this note along with accrued interest was $-
●
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 December 31, 2025 the balance of this note along with accrued interest was $-
●
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 December 31, 2025 the balance of this note along with accrued interest was $-
●
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 December 31, 2025 the balance of this note along with accrued interest was $-
●
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 $
| F-14 |
The
maturity date of the May 31, 2024 Note is
As
of December 31, 2025 the balance of this note along with accrued interest was $-
●
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 December 31, 2025 the balance of this note along with accrued interest was $-
●
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 December 31, 2025 the balance of this note along with accrued interest was $-
●
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 $
| F-15 |
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 December 31, 2025 the balance of this note along with accrued interest was $-
●
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 $
| F-16 |
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 December 31, 2025 the balance of this note along with accrued interest was $-
●
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 December 31, 2025 the balance of this note along with accrued interest was $-
●
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
| F-17 |
As
of December 31, 2025 the balance of this note along with accrued interest was $-
●
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 December 31, 2025 the balancing remaining under this June 2025 AJB Note including accrued interest is $95,571.
| F-18 |
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 shares of the Company’s common stock. These shares were valued at $
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
October 7, 2025, Practivist Investors LLC converted its note for shares of the Company’s Common Stock. The Common Stock
was valued at $
On
December 19, 2025, Eksa Holdings LLC and Robert Nail converted their notes for shares of the Company’s Common Stock.
The Common Stock was valued at $
On the Maturity Date, at each Investor’s election, the Notes are either: (a) converted into a number of shares equal to 135% of the principal amount of each Note divided by the cash value of one share of Common Stock, as determined by the average close price for the prior 10 trading days calculated on the Maturity Date; or (b) (i) if Investor contributes USD, repaid in BTC, in an amount equal to the BTC market value of the principal amount of the Note on the date the Company purchases BTC, or (ii) if Investor contributes Tokens, repaid in the same Token, in the quantity contributed. In case an Investor fails to make a conversion election, the principal amount of each Note shall convert into shares of Common Stock.
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 5% of the principal amount of the Note issued to such Investor, divided by a share price based on the volume-weighted average price over the 10 trading days preceding the date of the Note.
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
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 December 31, 2025, the balancing remaining under the Fast Capital Note is $
Notes Payable -Other
Promissory Notes
● On December 4, 2025, the Company entered into
Secured Promissory Notes (the “Promissory Notes”) with Robert Nail, Eksa Holdings LLC, and Practivist Investors LLC. The principle
amount of the Promissory Notes is $
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 December 31, 2025 the total due on the SBA loans amounted to $
NOTE 7. DERIVATIVE LIABILITIES
Because
of defaults on the AJB Notes described in Note 6 above, the convertible features on those notes resulted in the Company recording a derivative
liability amounting to $
SCHEDULE OF DERIVATIVE LIABILITIES
| Volatility | % | |||
| Expected Life in Years | | |||
| Exercise price | $ | |||
| Quarterly Dividends | $ | |||
| Discount Rate | % |
NOTE 8 – OTHER LIABILITIES
During
the year ended December 31, 2023, the Company initially recorded $
| F-19 |
NOTE 9 – EQUITY
Common stock
As of December 31, 2025, the Company had shares of common stock, par value $ authorized. As of December 31, 2025 and December 31, 2024, there were and shares of common stock outstanding, respectively.
On
December 19, 2025, the Company issued shares and
On
October 3, 2025, the Company added one additional member to the Company’s Advisory Board, Austin Davis, and issued him
common shares in exchange for his board advisory services. Additionally, in October 2025 the Company issued common shares to
service providers; and common shares to a service provider to reduce $
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 shares of the Company’s Common Stock, par value $ for an aggregate purchase price of BTC.
On
September 25, 2025, the Company issued shares to AJB for the conversion of $
On
September 29, 2025, the Company and AJB entered into a third amendment to an April 12, 2024, Promissory Note for $
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 shares of the Company’s common stock
for an aggregate purchase price of $ and
On
August 29, 2025 the Company issued shares each, to two consultants. Each share was valued at $ for a total
value of $
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 % of the outstanding shares of the Company’s common stock on August 19, 2025, which shares shall be fully vested.
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 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 shares as a bonus to employees and contractors for services. Ronald Levy the Company’s CEO received of those Common Shares and Holly Ruxin, a director, received 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.
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 to and create a new class of stock, par value $ per share, designated as Series
A Preferred Stock consisting of 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
| F-20 |
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 () shares of the Company’s Series A preferred stock (“Preferred Stock”) Mr. Levy also serves as the Interim Chief Financial Officer, Chairman of the Board, Secretary, and a member of the Board of Directors of the Company.
Although the shares are not convertible to common stock these Series A Preferred Shares enable Mr. Levy to exercise control over the Company, so the company used the equity methods to value the shares. The Series A Preferred shares convertible shares can be converted into voting shares. as of December 31, 2024 the Company had shares outstanding. The company estimated that the voting shares could not exceed the number of shares outstanding and used that level of shares to value the common stock which was trading at $ resulted in stock based compensation of $ which was also equivalent to the market capitalization on that date.
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 years and may be subject to vesting conditions, as determined by the Administrator. Options granted generally vest over eighteen to thirty-six months. Incentive stock options may be granted only to employees of the Company or any subsidiary that is a “subsidiary corporation” within the meaning of Section 424(f) of the Internal Revenue Code.
During the year ended December 31, 2020, the Company issued stock options to members of its board of directors, stock options to employees, and stock options to non-employees. No stock options were issued in 2024.
shares of the Company’s common stock are reserved for issuance under the Plan. As of December 31, 2025, there are outstanding stock option awards issued from the Plan covering a total of shares of the Company’s common stock and there remain reserved for future awards shares of the Company’s common stock.
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 December 31, 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.
| F-21 |
Warrants
As of December 31, 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 | $ | |||||||||||
| November 2025 | $ | |||||||||||
NOTE 10 - 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. 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 11 - SUBSEQUENT EVENTS
Beginning
on January 15, 2026, the Company executed subscription agreements with certain institutional and other accredited investors: White Dwarf
LLC, Ryan Crownholm, and Scott Averitt pursuant to which the Company agreed to sell and issue to these investors an aggregate of
shares of the Company’s common stock for an aggregate purchase price of $
Beginning
on January 23, 2026, the Company executed subscription agreement with certain institutional and other accredited investors: The New VC,
LLC, E&M Family Trust, Tristan Bordallo, and Jeffrey L. Dayton pursuant to which the Company agreed to sell and issue to these investors
an aggregate of shares of the Company’s common stock for an aggregate purchase price of $
On
February 9, 2026, the Company entered into a subscription agreement with an accredited investor, Pierre Valldejuli pursuant to which
the Company agreed to sell and issue to the investor shares of the Company’s common stock for an aggregate purchase
price of $
On
February 27, 2026, the entered into a subscription agreement with an accredited investor, Juan Betancourt pursuant to which the Company
agreed to sell and issue to the investor shares of the Company’s common stock for an aggregate purchase price of $
On March 11, 2026, the Board of Directors of the Company approved the dismissal of Bush & Associates CPA LLC (“Bush”) as the Company’s independent registered public accounting firm, effective March 12, 2026. Bush’s reports on the Company’s financial statements as of and for the years ended December 31, 2024 and 2023 contained no adverse opinion or disclaimer of opinion, and were not qualified or modified as to uncertainty, audit scope, or accounting principles, except that the audit reports of Bush on the financial statements of the Company as of and for the years ended December 31, 2024 and 2023 included an explanatory paragraph that described factors that raised substantial doubt about the Company’s ability to continue as a going concern.
During the fiscal years ended December 31, 2024 and 2023, and in the subsequent interim period through March 11, 2026, (i) there were no disagreements with Bush (within the meaning of Item 304(a)(1)(iv) of Regulation S-K (“Regulation S-K”) of the rules and regulations of the U.S. Securities and Exchange Commission (the “SEC”)) on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure that if not resolved to Bush’s satisfaction, would have caused Bush to make reference to the subject matter of the disagreements in connection with its reports; and (ii) there were no reportable events (as defined by Item 304(a)(1)(v) of Regulation S-K), except for the material weaknesses in the Company’s disclosure control and control over financial reporting previously disclosed in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024.
On March 13, 2026, the Company appointed Beckles & Co. Inc., as its new auditors.
| F-22 |
On March 19, 2026 the Company entered into a Mutual Transfer and Release Agreement (the “Agreement”) with Starchive.io, Inc., a Delaware corporation (the “Starchive”), Peter Agelasto IV, Richard G. Averitt, and Digital Relab LLC (collectively, the “Sellers”), and Richard Averitt, solely in his capacity as the Sellers’ representative.
The Agreement provides for the rescission, ab initio, of that certain Securities Purchase Agreement dated October 8, 2025 (the “SPA”), pursuant to which the Company had acquired 50.1% of the outstanding capital stock of Starchive. The Agreement unwinds and reverses the transactions contemplated by the SPA as if such transactions had never occurred.
Pursuant to the Agreement, effective as of October 16, 2025 (the “Effective Date”), the Company transferred all of its right, title, and interest in the shares of Starchive acquired under the SPA back to the Sellers. In exchange, the Sellers surrendered to the Company for cancellation an aggregate of shares of the Company’s Common Stock previously issued to the Sellers under the SPA. All convertible promissory notes issued by the Company to the Sellers in connection with the SPA were surrendered and cancelled, with no principal or interest remaining outstanding.
The
Company agreed to issue
The
Agreement also includes mutual general releases among the parties with respect to claims arising out of or relating to the SPA and
the transactions contemplated thereby, subject to certain limited survival and indemnification provisions; provided, that the maximum
aggregate liability of the Company under the Agreement shall not exceed $
On March 23, 2026, the Company approved and authorized the execution of an Asset Purchase Agreement, dated as of March 20, 2026 (the “Asset Purchase Agreement”), by and among the Company, its wholly-owned subsidiary, Frame Intelligence, LLC, a Nevada limited liability company (“Frame Intelligence”), Frame Holdings Ltd, an exempted Cayman Islands company (“Frame Holdings”), and Sean Docherty.
Pursuant to the Asset Purchase Agreement, Frame Intelligence acquired all of the assets comprising the “Frame” blockchain business, including related intellectual property, source code, software repositories, validator and infrastructure access, credentials, documentation, and associated goodwill (collectively, the “Frame Assets”).
As
consideration for the transfer of the Frame Assets, the Company agreed to issue shares of its common stock, par value $ per
share (“Common Stock”), to Frame Holdings via a series of contingent milestone-based issuances tied to specified Company
market capitalization and Frame business valuation thresholds. These include
Each such issuance of shares of Common Stock, if and when earned, will be calculated based on the 10-trading-day volume-weighted average price of the Company’s Common Stock immediately preceding the applicable issuance date and will be subject to customary securities law restrictions, transfer limitations, and the execution of definitive stock issuance documentation.
The
Asset Purchase Agreement also requires the Company to fund Frame Intelligence with at least $
The Asset Purchase Agreement further contains a buy-sell provision that may be triggered upon the occurrence of certain specified termination events, subject to applicable notice and cure periods and an overall five-year sunset following the closing of the transaction. These termination events include, unless waived by Frame Holdings, among other things: (i) the failure to provide Frame Holdings or its designee with a voting seat on the Company’s board of directors within six months following satisfaction of the Funding Requirement; (ii) the failure to make required payments under the Consulting Agreement; (iii) a change of control event involving the Company or Frame Intelligence without Frame Holdings’ participation or consent; (iv) certain prohibited transfers, encumbrances, guarantees, or indebtedness; and (v) the Company’s termination of Frame Holdings under the Consulting Agreement without cause (each a “Qualifying Termination Event”).
Upon the occurrence of a Qualifying Termination Event, Frame Holdings has the right, for sixty days following the expiration of the applicable cure period, to deliver an offer (including all relevant terms) to purchase either (a) Frame Intelligence from the Company or (b) specified Frame Assets, including the live blockchain and related infrastructure. Following receipt of such offer, the Company has sixty days to elect to match Frame Holdings’ offer. If the Company does not timely match Frame Holdings’ offer, or if the Company elects to match that offer but then fails to timely deliver the required consideration to Frame Holdings, Frame Holdings has a 60-day option to require the Company to consummate the sale on the terms set forth in Frame Holdings’ original offer.
Any purchase of assets pursuant to the foregoing buy-sell provision would include the transfer of all repositories, domains, credentials, signing keys, validator access, and other infrastructure necessary to operate the Frame blockchain. In addition, all remaining milestone-based equity issuances otherwise payable under the Asset Purchase Agreement would be forfeited upon consummation of any such purchase by Frame Holdings. |
| F-23 |
Exhibit 10.70
Exhibit 10.71
Exhibit 10.77
Exhibit 10.78
Exhibit 10.79
Exhibit 10.80
Exhibit 21.1
Subsidiaries
Technology Convergence Company (formerly, Blockchain Training Alliance)
Coin Tracking, LLC -inactive
Frame Intelligence, LLC
Exhibit 31
CERTIFICATION PURSUANT TO
SECTION 302 OF THE SARBANES-OXLEY ACT
I, Ron Levy, certify that:
1. I have reviewed this annual report on Form 10-K for the year December 31, 2025, of The Crypto Company;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the period presented in this report;
4. I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a. designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to me by others within those entities, particularly during the period in which this report is being prepared;
b. designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c. evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d. disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5. I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions):
a. all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b. any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal controls over financial reporting.
Date: June 24, 2026
| /s/ Ron Levy | |
| Ron Levy | |
Chief Executive Officer, Interim Chief Financial Officer, and Secretary (Principal Executive Officer and Principal Financial Officer) |
Exhibit 32
CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Annual Report of The Crypto Company (the “Company”) on Form 10-K for the year ended December 31, 2025 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Ron Levy, Chief Executive Officer, Interim Chief Financial Officer, and Secretary of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to §906 of the Sarbanes-Oxley Act of 2002, that:
| (1) | The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and | |
| (2) | The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company. |
IN WITNESS WHEREOF, the undersigned has executed this certification as of November 19, 2024.
| /s/ Ron Levy | |
| Ron Levy | |
Chief Executive Officer, Interim Chief Financial Officer, and Secretary (Principal Executive Officer and Principal Financial Officer) |
June 24, 2026