UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 10-K

☒	ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, ~~2024~~2025

☐	TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _______. to ________.

Commission file number: 000-55726

THE CRYPTO COMPANY

(Exact name of Registrant as specified in its charter)

Nevada		46-4212105
(State or other jurisdiction		(I.R.S. Employer
of incorporation or organization)		Identification No.)

23823 Malibu Road #50477

Malibu, CA 90265

(Address of principal executive offices - Zip Code)

Registrant’s telephone number, including area code: (424) 228-9955

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
None		N/A		N/A

Securities registered pursuant to Section 12(g) of the Act: Common Stock, par value $0.001 per share

Indicate by check mark if the Registrant is a well-known seasoned issuer as defined in Rule 405 of the Securities Act. Yes ☐ No ☒

Indicate by check mark if the Registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☒

Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☐ No ☒

Indicate by check mark whether the Registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the Registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer ☐ Accelerated filer ☐ Non-accelerated filer ☐☒ Smaller reporting company ☒ Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the 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, ~~2024~~2025, the value of common stock held by non-affiliates was $12,~~001~~465,~~680~~473.

~~Number~~The number of shares outstanding of the Registrant’s common stock was 35,~~513~~489,~~760~~668,~~364~~372 as of June 624, ~~2025~~2026.

DOCUMENTS INCORPORATED BY REFERENCE

None.

THE CRYPTO COMPANY

Table of Contents

	Part I
Item 1	Business	3
Item 1A	Risk Factors	4
Item 1B	Unresolved Staff Comments	4
Item 1C	Cybersecurity	45
Item 2	Properties	45
Item 3	Legal Proceedings	45
Item 4	Mine Safety Disclosures	45
	Part II
Item 5	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	56
Item 6	Reserved	6
Item 7	Management’s Discussion and Analysis of Financial Condition and Results of Operations	6
Item 7A	Quantitative and Qualitative Disclosure about Market Risk	10
Item 8	Financial Statements and Supplementary Data	10
Item 9	Changes in and Disagreements with Accountants on Accounting and Financial Disclosures	10
Item 9A	Controls and Procedures	11
Item 9B	Other Information	11
Item 9C	Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.	11
	Part III
Item 10	Directors, Executive Officers, and Corporate Governance	12
Item 11	Executive Compensation	13
Item 12	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	14
Item 13	Certain Relationships and Related Transactions, and Director Independence	15
Item 14	Principal Accountant Fees and Services	16
	Part IV
Item 15	Exhibits, Financial Statement Schedules	17
Item 16	Form 10-K Summary	20
Signatures		2122

PART I

FORWARD-LOOKING STATEMENTS

This report contains forward-looking statements. Forward-looking statements give our current expectations or forecasts of future events. You can identify these statements by the fact that they do not relate strictly to historical or current facts. You can find many (but not all) of these statements by looking for words such as “approximates,” “believes,” “hopes,” “expects,” “anticipates,” “estimates,” “projects,” “intends,” “plans,” “would,” “should,” “could,” “may” or other similar expressions in this report. In particular, forward-looking statements include statements relating to future actions, prospective products, applications, customers, and technologies, and future performance or future financial results. These forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from our historical experience and our present expectations or projections. Factors that could cause actual results to differ from those discussed in the forward-looking statements include, but are not limited to:

● our ability to execute our business plan and achieve profitability; ● our levels of indebtedness; ● rapidly advancing technology; ● the impact of competitive or alternative services and technologies; ● the impact of government regulations on certain uses of blockchain technology, volatility of digital assets in general, and the public perceptions of blockchain technology and ~~crypto currency~~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.

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~~Report. Currently, we operate through one wholly- owned subsidiary, Technology Convergence Company (“TechCC”) (formerly known as Blockchain Training Alliance) (“BTA”). We also have one inactive wholly- owned subsidiary, CoinTracking, LLC (“CoinTracking”).

During the ~~2023~~2024 and ~~2024~~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 towell 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 ~~for~~related to blockchain technology. ~~and~~Our ~~for~~operations encompass the ~~building~~acquisition, ofdevelopment, ~~technological~~and ~~infrastructure~~commercialization ~~and~~of ~~enterprise~~ blockchain technology assets, enterprise blockchain solutions, and blockchain-based platforms. During ~~2024~~2025 and ~~2023~~2024, we generated revenues and incurred expenses ~~solely~~ primarily through ~~these~~our consulting operations.

~~Strategic~~Subsequent to ~~Acquisitions~~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.

~~In furtherance of the development of our blockchain~~Strategic 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.Acquisitions

~~Intellectual~~In furtherance ~~Property~~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.

~~We regard our service marks as having significant~~Intellectual value and as being important factors in the marketing of our products and services. Our policy is to pursue registration of our marks whenever possible and to oppose vigorously any infringement of our marks.Property

~~Market~~We regard ~~Overview~~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.

~~Blockchain~~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 offor 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.

~~Competition~~Blockchain Interoperability

WeDespite the ~~have~~rapid agrowth ~~number~~ of ~~competitors,~~blockchain ~~ranging in size~~networks, ~~consisting~~ ~~primarily~~the ofcurrent ~~other~~crypto ~~similar~~landscape ~~consulting~~remains ~~firms~~highly fragmented. WeMajor ~~believe~~networks ~~our~~— ~~main~~including ~~competitors~~Bitcoin, Ethereum, ~~are~~Solana, ~~ConsenSys~~Avalanche, ~~Natsoft~~and ~~Corporation,~~Polygon ~~Quest~~— ~~Global Technologies,~~each ~~and~~operate ~~CGI~~as ~~Inc.~~largely Inisolated ~~addition~~ecosystems, ~~global~~limiting ~~audit~~the ~~and~~seamless ~~assurance~~transfer ~~firms~~of ~~typically~~assets, applications, ~~provide~~and ~~consulting~~value ~~services~~across networks. ~~Additionally,~~This ~~there~~fragmentation ~~are numerous~~represents ~~additional~~one ~~other~~of ~~companies~~the ~~that~~most ~~indirectly~~significant ~~compete~~structural ~~with~~limitations usto inmainstream blockchain adoption and the ~~educational~~broader ~~space~~expansion of crypto commerce.

~~Governmental~~Layer 1 ~~Regulations~~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.

~~Various~~Through our ~~uses~~acquisition of ~~blockchain~~Frame ~~technology~~Holdings ~~are~~Ltd.’s ~~subject to~~intellectual ~~regulation~~property, bywe ~~various~~are ~~governmental~~developing ~~entities such as~~ the ~~U.S.~~Frame ~~Securities~~Blockchain, ~~and~~a ~~Exchange~~Layer ~~Commission~~1 ~~(the~~network ~~“SEC”),~~designed to ~~the~~unify ~~U.S.~~fragmented ~~Commodities Future~~blockchain ~~Trading~~ecosystems ~~Commission~~into ~~(“CFTC”),~~a ~~Federal~~single ~~Trade~~interoperable ~~Commission~~settlement ~~(“FTC”),~~network. ~~and~~The ~~the~~Frame ~~Financial~~Blockchain ~~Crimes~~incorporates ~~Enforcement Network~~post-quantum ~~(“FinCEN”)~~security ofand ~~the~~a ~~U.S.~~private ~~Department~~mempool ofarchitecture ~~the~~intended ~~Treasury)~~to ~~and~~prevent ~~governmental~~MEV ~~bodies~~bot inextraction, ~~other~~or ~~countries.~~“Maximal ~~Other~~Extractable ~~regulatory~~Value”, ~~bodies are~~which ~~governmental~~is ora ~~semi-~~common ~~governmental~~vulnerability ~~and~~in ~~have~~existing ~~shown~~blockchain anprotocols. ~~interest~~We inintend ~~regulating~~to orlaunch ~~investigating~~the ~~companies~~Frame ~~engaged~~Blockchain in ~~the blockchain business (NASDAQ, NYSE, FINRA, state securities commissions)~~2026.

Blockchain aimed regulations are evolving with agencies investigating businesses and their practices, gathering information, and generally trying to understand the risks and uncertainties in order to protect investors in these businesses. Regulations will likely increase, in many cases, although it is presently not possible to know how they will increase, how regulations will apply to the 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, although the Company is not currently trading in digital assets and has no intention to trade in digital assets.Competition

~~Employees~~We operate across two complementary business lines: (i) blockchain consulting and education services, and (ii) blockchain infrastructure development, and we face competition in each.

AsIn our ofconsulting ~~June~~and 5education business, ~~2025~~ we ~~had~~compete 2with ~~full-time~~several ~~employees.~~firms Weranging ~~believe that our future success will depend~~ in ~~part~~size, onincluding ~~our~~ConsenSys, ~~continued~~Natsoft ~~ability~~Corporation, toQuest Global ~~attract~~Technologies, ~~hire~~ and ~~retain qualified~~CGI ~~personnel~~Inc., ~~None~~as ofwell ~~our~~as ~~employees~~numerous iscompanies ~~represented~~that byindirectly acompete ~~labor~~with ~~union,~~us ~~and~~in wethe ~~believe~~educational ~~that our employee relations are good~~space.

~~Item~~In our 1Ablockchain 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. ~~Risk~~We ~~Factors~~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.

~~As a “smaller reporting company” as~~Governmental ~~defined by Item 10 of Regulation S-K, the Company is not required to provide the information required by this Item 1A.~~Regulations

~~Item~~Various uses 1Bof blockchain technology are subject to regulation by various governmental entities such as the U.S. ~~Unresolved~~Securities ~~Staff~~and ~~Comments~~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).

AsBlockchain-related aregulations ~~“smaller~~are ~~reporting~~evolving ~~company”~~with asagencies investigating ~~defined~~businesses byand ~~Item~~their 10practices, ofgathering ~~Regulation S-K~~information, and generally trying to understand the ~~Company~~risks and uncertainties in order to protect investors in these businesses. Regulations will likely increase, in many cases, although it is presently not ~~required~~possible to ~~provide~~know ~~information~~how ~~required~~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 ~~this~~the ~~Item~~SEC 1Band other agencies.

~~Item 1C. Cybersecurity~~Employees

~~Risk~~As of ~~Management~~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 ~~Strategy~~are good.

~~The Company adheres to cybersecurity practices~~Item ~~shaped by relevant laws and industry benchmarks~~1A. WeRisk proactively manage cyber risks through a multidisciplinary framework designed to safeguard the integrity, confidentiality, and availability of our data and systems. This framework includes several key initiatives:Factors

●As a ~~Enterprise~~“smaller ~~Risk~~reporting ~~Management—We identify~~company” ~~primary~~as ~~cybersecurity~~defined ~~threats~~by Item 10 of Regulation S-K, the Company is not required to ~~our~~provide ~~operations~~the information required by this Item 1A.

~~● Vulnerability Management—We~~Item ~~scrutinize~~1B. ~~software~~Unresolved ~~and~~Staff ~~computing infrastructure for potential vulnerabilities.~~Comments

●As a ~~Vendor~~“smaller ~~Risk~~reporting ~~Management—We evaluate~~company” ~~third-party~~as ~~and~~defined ~~partner~~by ~~risks~~Item ~~through~~10 ~~initial~~of ~~assessments~~Regulation S-K, ~~enforce~~the ~~security~~Company ~~through~~is ~~contractual~~not ~~obligations,~~required ~~when~~to ~~applicable,~~provide information ~~and~~required ~~conduct~~by ~~ongoing~~this ~~oversight~~Item 1B.

~~● Privacy Risk Management—We ensure that our products and platforms comply with privacy laws and regulations.~~4

~~● Incident Response—We~~Item ~~maintain robust protocols to address and mitigate cyber threats promptly~~1C. Cybersecurity

~~Our reliance on third-party service providers,~~Risk ~~who~~Management ~~manage their own IT security, introduces additional vulnerabilities. These providers play a crucial role in securely handling~~ and ~~storing~~ our sensitive data. Despite setting specific security requirements, we do not control their cybersecurity investments or operational security. Any security lapses on their part could potentially disrupt their services and, by extension, negatively impact our financial health and operational efficiency.Strategy

~~The Company (or third parties it relies on) may~~We ~~not~~use bea ~~able~~variety toof ~~fully, continuously, and effectively implement security controls as intended. As described above, we utilize a risk~~cloud-based ~~approach~~ ~~and~~third-party ~~judgment~~service toproviders ~~determine~~in ~~the~~our ~~security~~operations. ~~controls~~These tosystems ~~implement~~support ~~and~~our itemail, isdocument ~~possible~~storage, ~~we may not implement appropriate controls if~~office weapplications, dointernal ~~not recognize or underestimate a particular risk. In addition~~communications, ~~security~~payroll ~~controls~~administration, nobill ~~matter~~payment ~~how~~processing, ~~well~~website ~~designed or implemented~~hosting, ~~may only~~stock ~~mitigate~~transfer and ~~not~~capitalization table ~~fully eliminate risks. And events~~management, ~~when~~and ~~detected~~online bypayment ~~security tools or third parties, may not always be immediately understood or acted upon~~processing.

InWe ~~2024~~do not directly collect, weprocess, ~~encountered~~or nostore ~~cybersecurity~~our ~~threats~~customers’ personally ~~that~~identifiable ~~significantly~~information ~~influenced~~in ~~our~~the ~~operational,~~ordinary ~~financial,~~course orof ~~strategic~~our ~~outcomes~~business. ~~However,~~To wethe ~~acknowledge~~extent ~~that~~online ~~our~~payment ~~cybersecurity~~transactions ~~measures, while~~are ~~comprehensive~~processed, ~~cannot~~they ~~completely~~are ~~eliminate~~handled by ~~the~~a ~~risk~~third-party ofpayment ~~cyber~~processor, ~~incidents~~and orpersonal ~~guarantee~~information ~~that~~is ~~all~~not ~~such~~provided ~~incidents~~to ~~will be detected~~us.

~~Governance~~Our cybersecurity practices are designed to protect our systems, accounts, and business information through administrative and technical safeguards for our operations. These measures include:

We● ~~regularly~~requiring ~~evaluate~~periodic ~~cybersecurity~~password ~~risks~~changes ~~through discussions~~for ~~and~~users ~~updates~~ with access to our ~~Chief~~systems ~~Executive~~and ~~Officer~~accounts; ~~(“CEO”),~~● ~~who~~requiring ~~oversees~~two-factor authentication on devices connected to our ~~cybersecurity~~key ~~strategy.~~business ~~The~~platforms ~~CEO~~and ~~ensures that~~financial ~~our~~accounts; ~~management~~● ~~team~~limiting ~~can~~access ~~identify,~~to ~~evaluate,~~bank accounts and ~~manage~~trading ~~cyber~~accounts ~~risks~~to ~~effectively~~authorized officers of the Company; ● provisioning user accounts only for active authorized personnel and ~~deploy~~removing ~~measures~~access towhen ~~address~~no longer required; and ~~mitigate~~● ~~potential cyber~~monitoring ~~incidents.~~service-provider ~~This~~communications, ~~governance~~including ~~structure~~product ~~ensures~~updates, ~~that~~service ~~cybersecurity~~status ~~remains~~notifications, avulnerability ~~central~~disclosures, ~~element~~and ofsimilar announcements from our ~~strategic~~cloud ~~planning~~providers and ~~risk~~other ~~management philosophy~~vendors.

~~Item~~Because 2we rely significantly on third-party hosted platforms, we also depend in part on the cybersecurity controls and incident response capabilities of those providers. If ~~Properties~~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.

~~For~~As of the ~~years~~date ~~ended~~of ~~December~~this 31report, ~~2024~~we ~~and~~are ~~2023,~~not aware of any cybersecurity incidents that have materially affected or are reasonably likely to materially affect the Company, ~~did~~including ~~not~~our ~~own~~business orstrategy, ~~lease~~results ~~any~~of ~~real~~operations, or ~~property~~financial condition.

~~Item 3. Legal Proceedings~~Governance

~~None~~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 4 2. ~~Mine Safety Disclosures~~Properties

~~Not~~For the ~~applicable~~years ended December 31, 2025, and 2024, the Company did not own or lease any real property.

4Item 3. Legal Proceedings

~~PART II~~None

Item 5 4. ~~Market~~Mine ~~for~~Safety ~~Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities~~Disclosures

~~The trading symbol for our common stock is “CRCW”~~Not applicable.

~~The following table sets forth the high and low bid prices for our common stock for the periods indicated as reported by the OTCQB for December 31, 2024 and 2023.~~5

Period	High		Low
2024
First Quarter	$	0.0037	$	0.0008
Second Quarter	$	0.0022	$	0.0012
Third Quarter	$	0.0016	$	0.0085
Fourth Quarter	$	0.0012	$	0.00475

PART II

Period	High		Low
2023
First Quarter	$	0.286	$	0.180
Second Quarter	$	0.270	$	0.003
Third Quarter	$	0.003	$	0.001
Fourth Quarter	$	0.009	$	0.001

Item 5. Market for Common Equity, Related Stockholder Matters, and Issuer Purchases of Equity Securities

~~Dividends~~The trading symbol for our common stock is “CRCW” and our common stock trades on the OTC market.

The ~~Company has not paid~~ ~~any~~following ~~dividends~~table ~~since~~sets ~~its~~forth ~~incorporation. Any determination to pay any future dividends will remain at~~ the ~~discretion~~high ~~of the Board~~ and ~~will be~~low ~~made~~bid ~~based~~prices onfor ~~the~~our ~~Company’s~~common ~~financial~~stock ~~condition~~for ~~and other factors deemed relevant by~~ the ~~Board.~~periods ~~There~~indicated ~~are currently no restrictions on the ability of the Company to pay dividends except~~ as ~~set~~reported ~~out~~by ~~under~~ the ~~Company’s~~OTCQB ~~governing~~for ~~documents. Future dividend payments~~December ~~will depend on continued compliance with our financial covenants~~31, ~~as well as our earnings~~2025, ~~financial~~and ~~condition,~~December ~~capital expenditure requirements~~31, ~~surplus~~ ~~and other factors that our Board considers relevant~~2024.

Holders

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

As of April 21, 2025 there were 141 holders of record of our common stock.

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

~~Securities Authorized for Issuance Under Equity Compensation Plan~~Dividends

The Company has ~~issued~~not ~~equity~~paid ~~awards~~any individends since its incorporation. Any determination to pay any future dividends will remain at the ~~form~~discretion of ~~stock~~the ~~options~~Board ~~pursuant~~and towill ~~The~~be ~~Crypto~~made ~~Company~~based ~~2017~~on ~~Equity~~the ~~Incentive~~Company’s ~~Plan~~financial ~~(the~~condition ~~“2017~~and ~~Plan”),~~other ~~which~~factors ~~was~~deemed ~~approved~~relevant by ~~stockholders~~the Board. There onare ~~August~~currently ~~24,~~no ~~2017.~~restrictions ~~Under~~on the ~~terms~~ability of the ~~2017~~Company ~~Plan,~~to apay ~~total~~dividends ofexcept ~~5,000,000~~as ~~shares~~set ofout ~~stock~~under ~~were~~the ~~reserved~~Company’s ~~for~~governing ~~issuance~~documents. Future ~~and~~dividend /payments orwill depend on continued compliance with our financial covenants, as ~~stock~~well as our earnings, financial condition, ~~options~~capital expenditure requirements, surplus, and other factors that our Board considers relevant.

5Holders

~~The~~As of ~~following~~April ~~table~~30, ~~sets~~2026, ~~forth~~there ~~information~~were ~~about the~~167 ~~2017~~holders ~~Plan~~of asrecord of ~~December~~our ~~31,~~common ~~2024:~~stock.

	Number of Shares		Weighted Average Exercise Price		Weighted Average Remaining Contractual Term (years)		Aggregate Intrinsic Value
Options outstanding, at December 31, 2023		2,281,429	$	2.26		3.25		5,155,003
Options granted		-		-
Options cancelled		-		-
Options exercised		-		-
Options outstanding, at December 31, 2024		2,281,429	$	2.26		2.25	$	5,155,003
Vested and exercisable at December 31, 2024		2,281,429	$	2.26		2.25	$	5,155,003

Securities Authorized for Issuance Under Equity Compensation Plan

AsThe Company has issued equity awards in the form of ~~December~~stock ~~31,~~options ~~2024~~pursuant to The Crypto Company 2017 Equity Incentive Plan (the “2017 Plan”), ~~there~~which ~~remain~~was 2approved by stockholders on August 24,~~718,571 shares~~ ~~available~~2017. ~~for~~Under ~~issuance~~the ~~under~~terms of the 2017 Plan, ora ~~that~~total ~~are~~of ~~not~~5,000,000 ~~otherwise~~shares of stock were reserved ~~under~~for ~~outstanding~~issuance and/or as stock options.

~~Unregistered~~The following ~~Sales~~table sets forth information about the 2017 Plan as of ~~Equity~~December ~~Securities.~~31, 2025:

None

	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

~~Item~~As of 6.December ~~[Reserved]~~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.

~~Item~~Purchases of 7.Equity ~~Management’s~~Securities ~~Discussion~~by ~~and~~the ~~Analysis~~Issuer ~~of Financial Condition~~ and ~~Results~~Affiliated ~~of Operations Forward-Looking Statements~~Purchasers

~~This report contains forward-looking statements~~The ~~that~~Company ~~involve~~did ~~risks~~not ~~and~~repurchase ~~uncertainties.~~any ~~These~~shares 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~~its ~~terms~~equity orsecurities ~~other~~during ~~comparable~~fiscal ~~terminology.~~year ~~These statements are only predictions~~2025. ~~Actual events or results may differ materially.~~

~~While these forward-looking statements, and any~~Unregistered ~~assumptions~~Sales ~~upon which they are based, are made in good faith and reflect our current judgment regarding the direction~~ of ~~our~~Equity ~~business, actual results will almost always vary, sometimes materially, from any estimates, predictions, projections, assumptions or other future performance suggested in this Annual Report~~Securities.

~~The~~As ~~following~~of ~~discussion~~December ~~should~~31, be2025, ~~read in conjunction with~~ the ~~consolidated~~Company ~~financial~~had ~~statements~~19,000,000,000 shares ~~and~~of ~~the~~common ~~related~~stock, ~~notes~~par ~~contained~~value ~~elsewhere~~$0.001 ~~in this Annual Report~~authorized. InAs ~~addition~~of toDecember ~~historical information~~31, ~~the~~2025 ~~following discussion contains forward-looking statements based upon current expectations that are subject to risks~~ and ~~uncertainties.~~ ~~Actual~~December ~~results~~31, ~~may~~2024, ~~differ~~there ~~substantially~~were ~~from those referred to herein due to a number of factors~~5.058, ~~including~~291,867 ~~but~~and ~~not limited to~~3,032,746,878 ~~risks~~shares ~~generally~~of ~~described~~common instock ~~this~~outstanding, ~~report~~respectively.

WeOn December ~~are~~19, ~~engaged~~2025, in the ~~business~~Company ofissued ~~providing~~446,477,338 ~~consulting services~~shares and ~~education~~713,915,563 ~~for~~prefunded ~~blockchain~~warrants ~~technology~~to ~~and~~AJB ~~for~~in ~~the~~exchange ~~building~~for ofeliminating ~~technological~~$2,931,356 in ~~infrastructure~~principle and ~~enterprise~~$783,991 ~~blockchain~~in ~~technology solutions.~~accrued Weinterest ~~currently~~owed ~~generate~~to ~~revenues~~AJB. ~~and~~Each ~~incur~~share ~~expenses~~was ~~solely~~valued ~~through~~at ~~these~~$0.004 ~~consulting~~for ~~and~~a ~~education~~total ~~operations~~value of $4,763,477.

6On 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.

~~Recent~~On October ~~Events~~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.

~~Results~~On September 25, 2025, the Company issued 127,000,000 shares to AJB for the conversion of ~~Continuing~~$247,650 ~~Operations~~in accrued interest on a Promissory Note amounting to $1,180,000 entered into by the Company on May 3, 2022.

~~Comparison~~On September of29, 2025, the ~~fiscal~~Company ~~years~~and ~~ended~~AJB ~~December 31~~entered into a third amendment to an April 12, 2024, ~~and~~Promissory ~~December~~Note 31for $185,555 ~~2023~~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.

~~For~~Beginning on September 23, 2025, the ~~year~~Company ~~ended~~executed ~~December~~subscription ~~31,~~agreements with certain institutional and other accredited investors pursuant ~~2024,~~to ~~revenues~~which ~~relating~~the Company agreed to ~~consulting~~sell ~~services~~and ~~were~~issue ~~$44~~to the investors an aggregate of 165,~~814~~348,837 ~~compared~~shares toof ~~$197,459~~the Company’s common stock for ~~the~~an ~~year~~aggregate ~~ended~~purchase ~~December~~price 31of $661,000 ~~2023~~and 0.43232 ~~The~~BTC. ~~decrease in~~These ~~revenue~~shares ishad ~~mainly~~not ~~attributable~~been toissued aas ~~decrease~~of inSeptember ~~online~~30, ~~sales~~2025, ~~due~~and ~~onset~~as ofa ~~artificial~~result, were ~~intelligence~~recorded ~~programs~~as ~~that~~an ~~the~~accrued ~~Company provides~~liability as of September 30, ~~available~~2025. atThe noshares ~~cost~~were ~~from~~issued ~~various~~on ~~providers~~October 7, 2025.

~~Cost of services for the years~~On ~~ended~~August ~~December 31~~29, ~~2024~~2025 ~~and~~the ~~December~~Company 31issued 7, ~~2023 were $9~~800,~~394~~440 shares ~~and $313~~each,~~756,~~ ~~respectively. The decrease is attributable~~ to ~~the~~two ~~decrease in~~consultants. ~~revenue~~Each ~~offset~~share bywas avalued ~~slight~~at ~~increase in training revenue~~$0.004 for ~~Cost of services of TechCC,~~ a ~~wholly owned subsidiary of the Company, is~~total ~~comprised~~value of ~~payroll expense~~$62,404.

~~General~~On August 19, 2025, the Company entered into Board Advisory Agreements with Robert Nail and ~~administrative~~the ~~expenses~~Edge of Company, ~~impairment~~Inc., respectively. In consideration for the board advisory services, each board advisor shall receive 0.2% of ~~goodwill~~the ~~and~~outstanding ~~share-based~~shares ~~compensation~~of the Company’s common stock on August 19, 2025, which shares shall be fully vested.

~~For~~On ~~the~~June ~~year~~24, ~~ended~~2025 ~~December~~and 31June 25, ~~2024~~2025, ~~our~~the ~~general and~~Company ~~administrative~~entered ~~expenses~~into ~~were~~stock ~~$890,435~~agreement awith ~~decrease~~five ofrecipients ~~57.5~~to %issue ~~compared~~a tototal $1of 386,~~548~~459,~~277~~998 shares ~~for~~as ~~the~~a ~~year~~bonus ~~ended December 31, 2023. General~~to employees and ~~administrative~~contractors ~~expenses~~for ~~consist primarily of costs relating to professional~~ services,. ~~payroll~~Ronald ~~and~~Levy ~~payroll-related expenses for~~ the Company’s ~~excluding~~CEO ~~payroll~~received 197,605,773 of atthose ~~TechCC~~Common ~~and~~Shares ~~depreciation~~ and ~~amortization expenses. Professional services included in general and administrative~~ ~~expenses~~Holly ~~consist primarily of contracting fees~~Ruxin, ~~consulting~~a ~~fees~~director, ~~accounting fees~~received 67,106,721 of ~~and~~those ~~legal~~Common ~~costs~~Shares. The ~~decrease~~Common ~~for~~Shares ~~the~~received ~~year~~by ~~ended~~Mr. ~~December 31,~~Levy ~~2024~~and ~~reflects~~Ms. ~~decreased~~Ruxin ~~costs~~were on ~~associated~~the ~~with~~same ~~outside~~terms ~~consulting, legal,~~ and ~~accounting~~conditions ~~costs,~~as ~~and costs incurred to effect~~ the ~~BTA acquisition and~~ other ~~business development efforts~~Recipients.

~~Share-based compensation was $5,285,690 for the~~On ~~year~~May ~~ended December 31~~23, ~~2024~~2025, anthe ~~increase~~Company ofissued ~~357%~~a ~~compared~~total ~~to $1~~of 83,~~155~~603,~~480~~144 shares ~~for~~of ~~the~~common ~~year ended December 31~~stock, ~~2023. The increase is primarily attributable to a significant increase~~ in ~~common~~lieu ~~stock issued for note conversions and the issuance~~ of ~~Preferred~~cash Ato ~~voting~~seven ~~stock~~different ~~valued~~consultants proving atservices ~~$3,3032,710 granted~~ to the Company~~’s CEO~~. ~~See notes to the financial statements, Note 8. Equity.~~

~~Impairment~~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 ~~goodwill~~six ~~was~~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 ~~for~~anniversary of the Effective ~~year~~Date to ensure that Consultant hold as total equity interest equal to 4.99% of the fully diluted outstanding shares of the ~~ended~~Company. ~~December~~Consultant 31shall not sell, ~~2024~~transfer, ~~compared~~or tootherwise $1dispose of more than 5% of the total trading volume of the Company Common Stock,~~271~~ as traded on the applicable stock exchange or market,~~306~~ ~~for~~during any calendar month, calculated based on the ~~year~~total ~~ended~~trading ~~December~~volume during 31the 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, ~~2023~~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.

~~Other~~Item 6. ~~(Expense)~~[Reserved]

~~Other expense for the year ended December 31,~~Item ~~2024 was $503,003 compared to $3,093,999 during the same period in 2023~~7. ~~The~~Management’s ~~decrease~~Discussion inand ~~other~~Analysis ~~expenses~~of isFinancial ~~primarily~~Condition ~~attributable to~~and aResults ~~reduction~~of ~~in interest expense.~~Operations

~~Liquidity and Capital Resources~~Forward-Looking Statements

~~Our~~This report ~~consolidated~~contains ~~financial~~ forward-looking statements ~~are~~that ~~prepared~~involve ~~using~~risks ~~the~~and ~~accrual~~uncertainties. ~~method~~These ofstatements ~~accounting~~relate into ~~accordance~~future ~~with~~events ~~United~~or ~~States~~our ~~(“U.S.”) generally~~future ~~accepted~~financial ~~accounting~~performance. ~~principles~~In ~~(“GAAP”)~~some ~~and~~cases, ~~have~~you ~~been~~can ~~prepared~~identify onforward-looking astatements ~~going~~by ~~concern~~terminology ~~basis~~including, ~~which~~“could”, ~~contemplates the~~“may”, ~~realization~~“will”, of“should”, ~~assets~~“expect”, ~~and~~“plan”, ~~the~~“anticipate”, ~~settlement~~“believe”, “estimate”, of“predict”, ~~liabilities~~“potential”, inand the ~~normal course of business. The Company has incurred significant losses and experienced~~ negative ~~cash flows since inception. As~~ of ~~December~~these ~~31,~~terms ~~2024,~~or weother ~~had~~comparable ~~cash on hand of $1,763~~terminology. ~~Our net loss~~ ~~was~~These ~~$6,643,709~~statements ~~for~~are ~~the~~only ~~year ended December 31, 2024~~predictions. ~~Our~~Actual ~~working~~events ~~capital~~or ~~was negative~~results ~~$6,685,767~~may asdiffer ~~of December 31, 2024~~materially.

~~During~~While these ~~2024~~forward-looking westatements, ~~funded~~and ~~our~~any ~~operations~~assumptions ~~with~~upon ~~various loans~~which asthey ~~described~~are inbased, ~~this~~are ~~Annual~~made ~~Report~~in ongood ~~Form~~faith ~~10-K.~~and Wereflect ~~intend to continue funding~~ our ~~operations~~current ~~through~~judgment regarding ~~debt~~the ~~instruments~~direction ~~and,~~of ifour ~~possible~~business, ~~through~~ ~~equity~~actual ~~issuances.~~results ~~There~~will ~~can~~almost bealways novary, ~~assurances~~sometimes ~~that~~materially, wefrom ~~will~~any beestimates, ~~successful~~predictions, projections, ~~in obtaining additional funding~~assumptions, ~~and~~or ifother ~~funding~~future ~~can~~performance ~~be obtained~~suggested onin ~~favorable~~this ~~terms~~Annual Report.

7The 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.

~~Operating~~We are ~~Activities~~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.

~~We have incurred, and expect to continue to incur, significant expenses in the areas of professional fees and contracting services.~~6

~~Net cash used operating activities~~Recent for the year ended December 31, 2024 was $(813,546) compared to net cash used of $(1,642,136) for the year ended December 31, 2023. The improvement in 2024 was due to a decrease in operating losses net of stock based compensation. Events

~~Investing Activities~~Starchive Rescission

~~Net~~On March ~~cash~~19, ~~used~~2026, inthe ~~investing~~Company ~~activities~~entered ~~for~~into a Mutual Transfer and Release Agreement (the “Agreement”) with Starchive.io, Inc., ~~year~~a ~~ended~~Delaware ~~December~~corporation 31(“Starchive”), ~~2024~~Peter ~~was~~Agelasto ~~$-0-~~IV, ~~compared~~Richard toG. ~~net~~Averitt, ~~cash~~and ~~used~~Digital ofRelab ~~$-0-~~LLC ~~for~~(collectively, the ~~year~~“Sellers”), and ~~ended~~Richard ~~December 31~~Averitt, ~~2023~~solely in his capacity as the Sellers’ representative.

~~Financing~~The Agreement ~~Activities~~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.

~~Net~~Pursuant to ~~cash~~the ~~provided~~Agreement, byeffective ~~financing~~as ~~activities for~~of ~~the~~October ~~year~~16, ~~ended~~2025 ~~December~~(the 31“Effective Date”), ~~2024~~the ~~was~~Company ~~$742,339~~transferred ~~compared~~all toof $1its right,~~604~~ title,~~500~~ and ~~for~~interest in the ~~year~~shares ~~ended~~of ~~December~~Starchive ~~31,~~acquired ~~2023~~under the SPA back to the Sellers. ~~The~~In ~~decrease~~exchange, the Sellers surrendered to the Company for cancellation an aggregate of ~~$822~~433,~~460~~633,691 shares of the Company’s common stock, par value $0.001 (“Common Stock”) ~~was~~previously ~~primarily~~issued to the ~~result~~Sellers ofunder athe ~~decrease~~SPA. All convertible promissory notes issued by the Company to the Sellers in ~~proceeds~~connection ~~from~~with the ~~issuance~~SPA ofwere ~~notes~~surrendered ~~payable~~and cancelled, with no principal or interest remaining outstanding.

~~Subsequent~~The Company agreed to ~~December~~issue 31151, ~~2024~~748,756 weshares ~~raised~~of its Common Stock to Starchive valued at approximately $~~144~~151,~~000~~800 and provided up to $500,000 in ~~cash~~indemnification ~~proceeds~~as consideration for the rescission, settlement, and mutual release of claims arising from ~~various~~the SPA and the transactions contemplated ~~described~~thereby, resulting in an accrued liability of $651,800 on the ~~Notes~~Company’s tobalance sheet. Additionally, as a result of the ~~Consolidated~~rescission, ~~Financial~~the ~~Statements-~~Company ~~Note~~recorded 10approximately ~~Subsequent~~$427,000 in legal, accounting, and other expenses. In total, the Company recorded ~~Events~~$1,078,800 in expenses on its statement of operations for the year ended December 31, 2025.

~~Critical~~AJB Debt ~~Accounting~~Conversion ~~Policies and Estimates~~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-~~Based~~funded ~~Compensation~~warrant to purchase up to 713,915,563 shares of the Company’s Common Stock.

InThe parties ~~accordance~~acknowledge ~~with~~that, ~~ASC~~upon ~~No. 718~~closing, ~~Compensation-Stock~~all outstanding notes between the Parties will be cancelled and of no further force or effect, ~~Compensation~~except for a single remaining obligation to be evidenced by an amended and restated promissory note (the “~~ASC~~New ~~718~~Note”), ~~the~~which shall ~~Company~~represent ~~measures~~ the ~~compensation~~sole ~~costs~~remaining outstanding amount of ~~stock-based~~the ~~compensation~~Obligations ~~arrangements~~following ~~based~~the onclosing. In connection with the conversion of ~~grant~~the ~~date~~Conversion ~~fair~~Amount, ~~value~~the ofCompany ~~granted~~and ~~instruments~~AJB have also agreed that, at closing, they will amend and ~~recognizes~~restate the ~~costs~~Securities inPurchase ~~consolidated~~Agreement dated ~~financial~~November ~~statements~~7, ~~over~~2024 (the ~~period~~“Restated ~~during~~SPA”), which will provide AJB with a second-priority, subordinated security interest ~~employees~~in ~~are~~all ~~required~~assets of the Company pursuant to ~~provide~~the ~~services.~~Security ~~Stock-based~~Agreement ~~compensation~~dated ~~arrangements~~November ~~include~~7, ~~stock~~2024 ~~options~~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.

~~Equity instruments (“instruments”)~~The ~~issued~~Agreement toincluded ~~non~~a leak-~~employees~~out ~~are~~provision ~~recorded~~under onwhich, ~~the~~upon ~~basis of the fair value of the instruments~~closing, asAJB ~~required~~cannot ~~by ASC 718. ASC No. 505~~sell, ~~Equity Based Payments to Non-Employees (“ASC 505”)~~transfer, ~~defines~~or ~~the~~otherwise ~~measurement~~dispose ~~date~~of Conversion Shares and ~~recognition~~Warrant ~~period~~Shares ~~for~~in ~~such instruments. In general,~~ the ~~measurement~~aggregate ~~date~~in isexcess ~~(a)~~of ~~when~~fifteen apercent ~~performance commitment, as defined, is reached or~~ (b15%) ~~when the earlier~~ of ~~(i)~~ the ~~non~~five-~~employee~~day ~~performance is~~volume-weighted ~~complete~~average ~~and~~trading ~~(ii)~~volume ~~the~~of ~~instruments are vested. The compensation cost is remeasured at fair value at each reporting period when~~ the ~~award~~ ~~vests.~~Company’s AsCommon ~~a result~~Stock, ~~stock~~or ~~option-based~~20,000,000 ~~payments~~shares toper ~~non-employees~~trading ~~can~~day, ~~result~~without inthe ~~significant~~prior ~~volatility~~written inconsent ~~compensation~~of ~~expense~~the Company.

~~The Company accounts for its stock-based compensation~~Results ~~using the Black-Scholes model to estimate the fair value~~ of ~~stock~~Continuing 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.Operations

8Comparison of the fiscal years ended December 31, 2025 and December 31, 2024

~~Fair~~For the ~~Value~~year ~~Measurements~~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.

~~The Company recognizes and discloses the fair~~Cost ~~value~~ of ~~its~~services ~~assets~~for ~~and~~the ~~liabilities~~years ~~using~~ended aDecember ~~hierarchy~~31, ~~that~~2025, ~~prioritizes~~and ~~the~~December ~~inputs~~31, to2024, ~~valuation~~were ~~techniques~~$0 ~~used~~and to$9,394, ~~measure fair value~~respectively. The ~~hierarchy~~decrease ~~gives~~is ~~the highest priority~~ attributable to ~~valuations~~the ~~based~~decrease ~~upon unadjusted quoted prices~~ in ~~active~~revenue. ~~markets~~The ~~for~~cost ~~identical~~of ~~assets~~services orof ~~liabilities (Level~~TechCC, 1a ~~measurements)~~wholly ~~and~~owned ~~the~~subsidiary ~~lowest~~of ~~priority to valuations based upon unobservable inputs that are significant to~~ the ~~valuation~~Company, ~~(Level 3~~is ~~measurements).~~comprised ~~Each level~~ of ~~input~~payroll ~~has~~expense. There ~~different~~were ~~levels~~no ofdirect ~~subjectivity~~payroll ~~and~~costs ~~difficulty~~associated ~~involved~~with inthe ~~determining~~2025 ~~fair value~~revenue.

	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.

General and administrative expenses

~~The~~For the ~~carrying~~year ~~amounts~~ended ofDecember 31, 2025, our general and administrative expenses were $2,573,679, compared to $890,435 for the ~~Company’s~~year ~~financial~~ended December ~~assets~~31, 2024. General and ~~liabilities,~~administrative ~~including~~expenses ~~cash~~consist primarily of costs relating to professional services, ~~accounts~~payroll, ~~payable~~and payroll-related expenses for the Company, excluding payroll at TechCC and ~~accrued~~depreciation ~~liabilities~~and ~~approximate~~amortization ~~fair~~expenses. ~~value~~The ~~because~~increase ofin the ~~short~~2025 ~~maturity~~period is attributable to one-time general and administrative costs of ~~these~~$1,078,800 ~~instruments~~related to the rescission of the Starchive.io transaction and increased payroll and professional services fees.

~~Goodwill~~Share-based compensation ~~and~~was ~~Indefinite-lived~~$628,473 ~~intangible~~for the year ended December 31, 2025, compared to $5,285,690 for the year ended December 31, 2024. The decrease ~~Assets~~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.

~~We test for the impairment of our goodwill and~~Other ~~indefinite-lived~~ ~~assets~~Income ~~at least annually and whenever events or circumstances occur indicating that a possible impairment has been incurred.~~(Expense)

WeOther ~~perform~~income ~~our~~for ~~annual~~the ~~goodwill~~year ~~impairment~~ended ~~test on~~December ~~the~~31, ~~first~~2025, ~~day~~was of$1,151,132 ~~our~~compared to ~~fourth~~other ~~quarter~~expense ~~based~~of on$1,822,369 during the ~~income~~same ~~approach,~~period ~~also~~in ~~known~~2024. asThe ~~the~~material ~~discounted~~improvement ~~cash~~in ~~flow~~other ~~(“DCF”)~~expenses ~~method, which~~in ~~utilizes~~ the ~~present~~2025 ~~value~~period ofis ~~future~~primarily ~~cash flows~~ attributable to ~~estimate~~a ~~fair~~gain ~~value.~~on Wethe ~~also~~forgiveness ~~use~~of ~~the~~debt ~~market~~of ~~approach~~$1,545,211 ~~which~~and ~~utilizes~~the ~~market~~change ~~price data~~in ofderivative ~~companies~~liability ~~engaged~~of $755,000 in ~~the~~2025, ~~same~~compared orto a$0 ~~similar~~and ~~line~~derivative ofliability ~~business~~expense ~~as that~~ of ~~our company~~$(1,319,366), torespectively ~~estimate~~in ~~fair value~~2024. AAdditionally, ~~reconciliation~~interest ofexpense in the ~~two~~2025 ~~methods~~period isincreased ~~performed~~to $1,135,607 compared to ~~assess~~$503,003 ~~the~~in ~~reasonableness~~2024 ofdue ~~fair~~to ~~value~~numerous offinancings ~~each~~in of2025 ~~the~~compared ~~reporting~~to ~~units~~2024.

~~The future cash flows used under the DCF method~~Liquidity ~~are derived from estimates of future revenues, operating income, working capital requirements~~ and ~~capital~~Capital expenditures, which in turn reflect specific global, industry and market conditions. The discount rate developed is based on data and factors relevant to the economies in which the business operates and other risks associated with those cash flows, including the potential variability in the amount and timing of the cash flows. A terminal growth rate is applied to the final year of the projected period and reflects our estimate of stable growth to perpetuity. We then calculate the present value of the respective cash flows for each reporting unit to arrive at the fair value using the income approach and then determine the appropriate weighting between the fair value estimated using the income approach and the fair value estimated using the market approach. Finally, we compare the estimated fair value of our goodwill and indefinite-lived assets to its respective carrying value in order to determine if the goodwill assigned to each reporting unit is potentially impaired. In January 2017, the Financial Accounting Standards Board (“FASB”) issued ASU 2017-04, “Intangibles-Goodwill and Other (Topic 350): Simplifying the Accounting for Goodwill Impairment”, which eliminated Step 2 from the goodwill impairment test. If the fair value of the asset exceeds its carrying value, goodwill is not impaired and no further testing is required. If the fair value of the asset is less than the carrying value, an impairment charge is recognized for the amount by which the carrying amount exceeds the asset’s fair value; however, the loss recognized should not exceed the total amount of goodwill allocated to that asset.Resources

9Our 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.

~~Significant assumptions used include management’s~~During ~~estimates of future growth rates~~2025, ~~the~~we ~~amount~~funded ~~and~~our ~~timing~~operations ofwith ~~future~~various ~~operating cash flows~~loans, ~~capital~~convertible ~~expenditures~~debt, ~~discount~~and ~~rates~~equity issuances, as ~~well as~~described ~~market~~in ~~and~~this ~~industry~~Annual ~~conditions~~Report ~~and relevant comparable company multiples for the market approach~~. ~~Assumptions~~We ~~utilized are highly judgmental,~~intend ~~especially~~to ~~given~~continue ~~the~~funding ~~role~~our ~~technology~~operations, ~~plays~~if inpossible, ~~driving~~through ~~the~~equity ~~demand for consulting services in the blockchain technology space~~issuances. AsThere ofcan ~~December~~be ~~31,~~no ~~2023~~assurances ~~the~~that ~~Company~~we ~~determined~~will ~~that~~be ~~its~~successful ~~investment~~ in ~~BTA~~obtaining additional ~~was~~funding ~~fully~~or ~~impaired~~that ~~and~~funding ~~recorded~~can abe ~~loss of~~obtained ~~$1,271,306~~on infavorable ~~its Statement of Operations~~terms.

~~Revenue Recognition~~7

~~The Company recognizes consulting revenue when~~Operating ~~the service is rendered, the fee for arrangement is fixed or determinable, and collectability is reasonably assured.~~Activities

~~Income~~We have ~~Taxes~~incurred, and expect to continue to incur, significant expenses in the areas of professional fees and contracting services.

~~Deferred~~Net ~~tax~~cash ~~assets~~used ~~and~~in ~~liabilities~~operating ~~are~~activities ~~recognized~~ for ~~expected future consequences of events that have been included in~~ the ~~consolidated~~year ~~financial~~ended ~~statements~~December ~~or tax returns. Under the~~31, ~~asset~~2025, ~~and~~was ~~liability method~~$1,411,627 ~~deferred~~compared ~~income~~to ~~tax~~net ~~assets~~cash ~~and~~used ~~liabilities are determined based on the differences between the financial reporting and tax bases~~ of ~~assets~~$813,546 ~~and~~for ~~liabilities and are measured using~~ the ~~currently~~year ~~enacted~~ended ~~tax~~December ~~rates~~31, ~~and laws~~2024. AThe ~~valuation~~increase ~~allowance~~ is ~~provided~~primarily attributable ~~for~~to ~~the~~an ~~amount~~increase ofin ~~deferred~~losses ~~tax~~in ~~assets~~2025 ~~that,~~after ~~based~~subtracting onnon-cash ~~available~~share-based ~~evidence,~~compensation ~~are~~in ~~not~~both ~~expected~~periods, tooffset beby ~~realized.~~an ~~The~~increase ~~provision~~in ~~for income taxes~~accounts ~~represents the tax~~ payable ~~for the period~~ and ~~the~~accrued ~~change~~expenses ~~during~~in the 2025 period incompared ~~deferred~~to ~~tax assets and liabilities~~2024.

~~When tax returns are filed, it is highly certain~~Investing 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.Activities

~~Off-Balance~~Net cash ~~Sheet~~used ~~Transactions~~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.

~~We do not have any off-balance sheet transactions.~~Financing Activities

~~Trends~~Net cash provided by financing activities for the year ended December 31, ~~Events~~2025, ~~and~~was ~~Uncertainties~~$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.

~~The~~Subsequent to ~~blockchain~~December ~~technology~~31, ~~market~~2025, ~~is dynamic and unpredictable. Although~~ we ~~undertake~~have ~~compliance~~raised ~~efforts~~$270,000 ~~including~~in ~~efforts with commercially reasonable diligence~~cash, ~~there~~and ~~can~~0.2659574468 beBTC noproceeds ~~assurance that~~(valued ~~there~~at ~~will~~approximately ~~not be a new or unforeseen law~~$19,000) ~~regulation~~from orvarious ~~risk factor which will materially impact our ability to continue our business~~transactions asdescribed ~~currently~~in ~~operated~~the orNote ~~raise~~10 ~~additional~~(Subsequent ~~capital~~Events) to ~~foster~~the ~~our~~Consolidated ~~continued~~Financial ~~growth~~Statements.

~~We cannot assure you that our consulting business~~Critical ~~will~~Accounting ~~develop~~Policies 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.~~Estimates

~~Other than as discussed above and elsewhere in this Annual Report on Form 10~~Stock-~~K, we are not aware of any trends, events or uncertainties that are likely to have a material effect on~~Based ~~our financial condition.~~Compensation

~~Item~~In accordance 7Awith ASC No. ~~Quantitative~~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 ~~Qualitative~~recognizes ~~Disclosures~~the ~~about~~costs ~~Market~~in ~~Risk~~consolidated financial statements over the period during which employees are required to provide services. Stock-based compensation arrangements include stock options.

AsEquity instruments a (“~~smaller~~instruments”) ~~reporting~~issued ~~company”~~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, byis ~~Item~~reached 10or (b) when the earlier of ~~Regulation~~(i) Sthe non-K,employee performance is complete and (ii) the ~~Company~~instruments are vested. The compensation cost is ~~not~~remeasured at ~~required~~fair tovalue ~~provide~~at each reporting period when the ~~information~~award ~~required~~vests. byAs ~~this~~a ~~Item~~result, stock option-based payments to non-employees can result in significant volatility in compensation expense.

~~Item~~The Company 8accounts for its stock-based compensation using the Black-Scholes model to estimate the fair value of stock option awards. ~~Financial~~Using this ~~Statements~~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 ~~Supplementary~~non-employees ~~Data~~are expected to hold their options prior to exercise, and (iii) risk-free interest rate.

~~See pages beginning with page F-1.~~8

~~Item~~Fair Value ~~9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure~~Measurements

~~None~~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.

~~Item~~The carrying ~~9A.~~amounts ~~Controls~~of the Company’s financial assets and ~~Procedures~~liabilities, including cash, accounts payable, and accrued liabilities approximate fair value because of the short maturity of these instruments.

~~Internal Control over Financial Reporting and~~Goodwill ~~Evaluation~~and ofIndefinite-lived ~~Disclosure~~intangible ~~Controls and Procedures.~~Assets

~~Conclusions~~We test ~~Regarding~~for the ~~Effectiveness~~ impairment of ~~Disclosure~~our ~~Controls~~goodwill and ~~Procedures~~indefinite-lived assets at least annually and whenever events or circumstances occur indicating that a possible impairment has been incurred.

~~Our~~We perform ~~management, including~~ our ~~principal~~annual ~~executive officer~~goodwill ~~and~~impairment ~~principal~~test ~~financial~~on ~~officer,~~the ~~conducted~~first anday ~~evaluation~~ of ~~the~~our ~~effectiveness~~fourth ofquarter ~~our~~based ~~disclosure~~on ~~controls~~the ~~and~~income ~~procedures~~approach, also known as ~~defined~~the discounted incash ~~Rule~~flow ~~13a-15~~(e“DCF”) ormethod, ~~15d-15(e)~~which ofutilizes the ~~Exchange~~present ~~Act,~~value as of ~~December~~future ~~31,~~cash ~~2024~~flows to estimate fair value. ~~Based~~We ~~upon~~also use the ~~required~~market approach, ~~restatement~~which utilizes market price data of companies engaged in the ~~December~~same ~~31,~~or ~~2023~~a ~~financial~~similar ~~statements management~~line ~~determined~~of business as that of our company, to estimate fair value. A reconciliation of the ~~Company’s~~two ~~disclosure~~methods ~~controls~~is ~~and~~performed ~~procedures~~to ~~were~~assess ~~not~~the ~~effective~~reasonableness asof the fair value of ~~December~~each ~~31,~~of ~~2024~~the reporting units.

~~Management’s~~The future ~~Annual~~cash ~~Report~~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 ~~Internal~~data ~~Control~~and ~~over~~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 ~~Reporting~~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.

Our management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rule 13a-15(f) or 15d-15(f) promulgated under the Exchange Act. Those rules define internal control over financial reporting as a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of consolidated financial statements for external purposes in accordance with generally accepted accounting principles and includes those policies and procedures that:9

●Significant assumptions ~~Pertain~~used toinclude ~~the~~management’s ~~maintenance~~estimates of ~~records~~future ~~that~~growth inrates, ~~reasonable detail accurately and fairly reflect~~ the ~~transactions~~amount and ~~dispositions~~timing of ~~the~~future ~~assets~~operating ofcash ~~the~~flows, ~~Company;~~capital expenditures, ●discount ~~Provide~~rates, ~~reasonable~~as ~~assurance~~well ~~that transactions are recorded~~ as ~~necessary~~market ~~to permit preparation of consolidated financial statements in accordance with generally accepted accounting principles,~~ and ~~the~~industry ~~receipts~~conditions and ~~expenditures~~relevant ofcomparable ~~the~~ company ~~are~~multiples ~~being~~for ~~made only in accordance with authorizations of management and directors of~~ the ~~Company;~~market ~~and~~approach. Assumptions ●utilized ~~Provide~~are ~~reasonable~~highly ~~assurance regarding prevention or timely detection of unauthorized acquisitions~~judgmental, ~~use~~especially orgiven ~~disposition of~~ the ~~company’s~~role ~~assets~~technology ~~that~~plays ~~could~~in ~~have~~driving athe ~~material~~demand ~~effect~~for onconsulting services in the ~~consolidated~~blockchain ~~financial~~technology ~~statements~~space.

~~Because of its inherent limitations, internal~~Revenue 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.Recognition

~~Management assessed the effectiveness of our internal~~The ~~control~~Company ~~over~~recognizes ~~financial~~consulting ~~reporting~~revenue aswhen ofthe ~~December~~service ~~31,~~is ~~2024. In making this assessment~~rendered, ~~our management used~~ the ~~criteria~~fee ~~established~~for inarrangement ~~Internal Control-Integrated~~is ~~Framework~~fixed ~~issued~~or bydeterminable, ~~the~~and ~~Committee~~collectability is ofreasonably ~~Sponsoring Organizations of the Treadway Commission (COSO 2013)~~assured.

~~As a result of the restatement of~~Income the December 31, 2023 financial statements, management has concluded that as of December 31, 2024, our disclosure controls and procedures and internal control over financial reporting were not effective.Taxes

~~Changes~~Deferred tax assets and liabilities are recognized for expected future consequences of events that have been included in ~~Internal~~the ~~Control~~consolidated ~~Over~~financial statements ~~Financial~~or tax returns. Under the asset and liability method, deferred income tax assets and liabilities are determined based on the ~~Reporting~~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.

~~There~~When tax ~~was~~returns ~~change~~are infiled, ~~our~~it ~~internal~~is highly certain that some positions taken would be sustained upon examination by the taxing authorities, ~~control~~while ~~over~~others ~~financial~~are ~~reporting~~subject to uncertainty about the merits of the position taken or the amount of the position that ~~occurred~~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 ~~quarter~~position ~~ended~~will ~~December~~be 31sustained upon examination, ~~2024~~including the resolution of appeals or litigation processes, if any. Tax positions taken are not offset or aggregated with other positions. Tax positions that ~~has~~meet ~~materially~~the ~~affected~~more-likely-than-not ~~our~~recognition ~~internal~~threshold are measured as the largest amount of tax benefit that is more than ~~control~~50 ~~over~~percent ~~financial~~likely ~~reporting~~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.

~~Inherent~~Off-Balance Sheet ~~Limitations of Controls~~Transactions

~~Management~~We do ~~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 costoff-~~effective~~balance ~~control~~sheet ~~system, misstatements due to error or fraud may occur and not be detected~~transactions. ~~Management is in the process of raising capital to hire additional personnel to address its internal control weakness~~

~~Item~~Trends, Events ~~9B.~~and ~~Other Information~~Uncertainties

~~Not~~The blockchain ~~applicable~~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.

~~Item~~We cannot 9Cassure 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. ~~Disclosure~~Furthermore, ~~Regarding~~since ~~Foreign~~we ~~Jurisdictions~~have no committed source of financing, we cannot assure you that ~~Prevent~~we ~~Inspections~~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.

~~Not~~Other than ~~applicable~~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.

11Item 7A. Quantitative and Qualitative Disclosures about Market Risk.

~~PART~~As a ~~III~~“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 10 8. ~~Directors,~~Financial ~~Executive~~Statements ~~Officers~~ and ~~Corporate~~Supplementary Data

~~Set forth below is certain~~See ~~information~~pages ~~regarding~~beginning ~~our~~with ~~current~~page ~~executive officers and directors~~F-1. Each of the directors was elected to serve until our next annual meeting of stockholders or until his or her successor is elected and qualified. Our officers are appointed by, and serve at the pleasure of, the board of directors.

Name	Age	Position
Ronald Levy	65	Director, Chief Executive Officer, Interim Chief Financial Officer, Chief Operating Officer and Secretary
Holly Ruxin	54	Director

Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

~~Biographical information with respect to our executive officers and director is provided below~~None. ~~There are no family relationships between any of our executive officers, directors or key employees.~~

Ron Levy. Mr. Levy, 65, has served as our Chief Executive Officer and a Director since May 2018 and Interim Chief Financial Officer since December 2019. Mr. Levy has also served as our Chief Operating Officer since June 2017. Mr. 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 2013.10

~~Holly Ruxin. Ms. Holly Ruxin, 54, has served~~Item ~~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~~9A. ~~Ms.~~Controls ~~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.Procedures

~~Compliance~~Internal Control ~~with~~over ~~Section~~Financial ~~16(a)~~Reporting and Evaluation of ~~the~~Disclosure ~~Exchange Act~~Controls and Procedures.

~~Our directors and executive officers and any beneficial~~Conclusions ~~owner~~Regarding ~~of more than 10% of our common stock, as well as certain affiliates of those persons, must file reports with~~ the ~~SEC~~Effectiveness ~~showing the number~~ of ~~shares~~Disclosure ofControls ~~common stock they beneficially own~~ and any changes in their beneficial ownership. Based on our review of these reports and written representations of our directors and executive officers, we believe that all required reports in 2024 were filed in a timely manner.Procedures

~~Code~~Our management, including our principal executive officer and principal financial officer, conducted an evaluation of ~~Ethics~~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.

~~The Company has adopted a Code of Conduct and~~Management’s ~~Ethics~~Annual ~~that~~Report ~~applies~~on toInternal ~~every~~Control ~~director,~~over ~~officer~~Financial ~~and employee of the Company. Such Code of Conduct and Ethics includes written standards that are reasonably designed to deter wrongdoing and to promote:~~Reporting

●Our management ~~Honest~~is ~~and~~responsible ~~ethical~~for ~~conduct,~~establishing ~~including~~and ~~the~~maintaining ~~ethical~~adequate ~~handling~~internal ofcontrol ~~actual~~over orfinancial ~~apparent~~reporting ~~conflicts~~as ofdefined ~~interest~~in ~~between~~Rule ~~personal~~13a-15(f) or ~~and~~15d-15(f) ~~professional~~promulgated ~~relationships;~~under ●the ~~Full,~~Exchange ~~fair,~~Act. ~~accurate,~~Those ~~timely,~~rules ~~and~~define ~~understandable~~internal ~~disclosure~~control inover ~~reports~~financial ~~and~~reporting ~~documents~~as ~~that~~a ~~the~~process ~~Company~~designed ~~files with, or submits~~ to, provide ~~the~~reasonable ~~SEC~~assurance ~~and~~regarding ~~in other public communications made by~~ the ~~Company;~~reliability ●of ~~Compliance~~financial ~~with~~reporting ~~applicable governmental laws, rules~~ and ~~regulations;~~the ●preparation ~~The prompt internal reporting~~ of ~~violations~~consolidated offinancial ~~the~~statements for ~~code~~external topurposes anin ~~appropriate~~accordance ~~person~~with orgenerally ~~persons~~accepted ~~identified~~accounting inprinciples, ~~the code;~~ and ●include ~~Accountability~~those ~~for~~policies ~~adherence~~and toprocedures ~~the code.~~that:

A● ~~copy~~Pertain to the maintenance of records that in reasonable detail, accurately and fairly reflect the ~~Code~~transactions and dispositions of ~~Conduct~~ 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 ~~Ethics~~the isreceipts ~~available~~and onexpenditures 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 ~~website~~assets atthat ~~www~~could have a material effect on the consolidated financial statements.~~thecryptocompany.com.~~

~~Director~~Because of ~~Nominations~~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.

~~The~~Management assessed ~~Company~~the ~~does~~effectiveness ~~not~~of ~~have~~our ~~any~~internal ~~defined~~control ~~procedures~~over financial reporting as of December 31, 2025. In making this assessment, our management byused ~~which~~the ~~stockholders~~criteria ~~may~~established ~~submit~~in ~~nominations~~Internal ~~for~~Control-Integrated ~~directors~~Framework ~~and~~issued ~~there~~by ~~has~~the ~~been~~Committee noof ~~change~~Sponsoring toOrganizations ~~that~~of ~~policy~~the Treadway Commission (COSO 2013).

~~Audit~~As a ~~Committee~~result ~~and~~of ~~Audit~~the ~~Committee~~restatement ~~Financial~~of the December 31, 2023 financial statements which occurred during 2025, management has concluded that, ~~Expert~~as of December 31, 2025, our disclosure controls and procedures and internal control over financial reporting were not effective.

~~The board of directors has an Audit Committee~~Changes ~~comprised~~in ofInternal ~~one~~Control ~~independent~~Over ~~board~~Financial ~~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.~~Reporting

12As 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.

~~Item~~Inherent Limitations ~~11.~~of ~~Executive Compensation 2024 Summary Compensation Table~~Controls

~~The~~Management does ~~following~~not ~~table~~expect ~~provides~~that ~~information~~our ~~regarding~~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 ~~total~~cost-benefit ~~compensation~~relationship ~~for~~of ~~services~~possible ~~rendered~~controls and procedures. Because of the inherent limitations in all ~~capacities~~control systems, no evaluation of controls can provide absolute assurance that all ~~was~~control ~~earned~~issues ~~during~~and instances of fraud, if any, within the ~~fiscal~~Company ~~year~~have ~~indicated~~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 ~~our~~the ~~named~~individual ~~executive~~acts of some persons, by collusion of two or more people, or by management override of the controls. ~~officers~~The ~~for~~design ~~2024~~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

Name and Principal Position	Year	Salary			Bonus ($)		Stock Awards ($)		Option Awards ($)(4)		Non-Equity Incentive Plan Compensation ($)		All Other Compensation ($)		Total ($)
Ron Levy, (Chief Executive, Interim Chief	2024	$	360,000	(2)		-		-		-		-		-	$	360,000
Financial Officer, and Chief Operating Officer(1)	2023	$	360,000	(2)		-		-		-		-		-	$	360,000

Item 9B. Other Information

	(1)	Appointed as Chief Executive Officer on May 21, 2018.
	(2)	The total CEO’s salary for the years ended December 31, 2024 and December 31, 2023 was $360,000 per year. The total salary for the two years amounted to $1,080,000 of which $751,716 of this amount has been deferred and is recorded in accrued expenses on the Company’s balance sheet as of December 31, 2024.

Rule 10b5-1 Trading Arrangements

~~Outstanding~~During the ~~Equity~~three ~~Awards~~months atended ~~Fiscal~~December ~~Year~~31, 2025, none of the Company’s directors or officers (as defined in Rule 16a-~~End~~1(f) of the Securities Exchange Act of 1934, as amended) adopted, modified, or terminated any contract, instruction, or written plan for the purchase or sale of the Company’s securities that was intended to satisfy the affirmative defense conditions of Rule 10b5-1(c), nor did any director or officer adopt or terminate any “non-Rule 10b5-1 trading arrangement,” as such term is defined in Item 408(c) of Regulation S-K.

~~During the year ended December 31, 2020,~~Item ~~the~~9C. ~~Company~~Disclosure ~~issued~~Regarding aForeign ~~total~~Jurisdictions ofthat ~~500,000~~Prevent ~~stock options to non-employee members of its board of directors, 1,250,000 stock options to its chief executive officer, and 170,000 stock options to others~~Inspections.

~~Employee Benefits~~Not applicable.

~~We currently do not offer any employee benefit plans, including any 401(k) plan.~~11

~~Director Compensation Policy~~PART III

~~The board of directors of the Company does not~~Item ~~have a compensation committee~~10. ~~The~~Directors, ~~board~~Executive ofOfficers, ~~directors determines the amount~~ and ~~form~~Corporate ~~of executive and director compensation.~~Governance

AsSet forth ~~previously~~below ~~disclosed,~~is ~~the~~certain ~~Company~~information ~~entered~~regarding ~~into a~~our ~~Director~~current ~~Services~~executive ~~Agreement~~officers ~~with~~and ~~Holly~~directors. ~~Ruxin,~~Each ~~effective~~of ~~April~~the 7,directors ~~2018~~was ~~pursuant~~elected to ~~the Director Service Agreements, each director is~~serve beuntil ~~entitled~~our tonext ~~receive~~annual ~~(i)~~meeting ~~a fee~~ of ~~$80,000~~stockholders ~~per~~or ~~annum,~~until ~~payable~~his ~~quarterly,~~or ~~and~~her ~~(ii)~~successor ais ~~ten-year~~elected ~~option~~and toqualified. ~~purchase~~Our ~~100,000~~officers ~~shares~~are ofappointed ~~common~~by, ~~stock~~and ofserve ~~the Company~~ at anthe ~~exercise~~pleasure ~~price~~ of ~~$10.00 per share~~, ~~which option shall be fully vested on~~ the ~~six-month~~board ~~anniversary~~ of ~~the date of grants~~directors.

Name	Age	Position
Ronald Levy	66	Director, Chief Executive Officer, Interim Chief Financial Officer, and Secretary

Holly Ruxin	55	Director

~~The~~Biographical information ~~table~~with ~~below~~respect ~~summarizes~~to ~~the~~our ~~compensation~~executive ~~earned or~~officers ~~paid~~and todirectors ~~our~~is ~~non-employee~~provided ~~directors~~below. ~~for~~There ~~the~~are ~~fiscal~~no ~~year~~family ~~ended~~relationships ~~December~~between 31any of our executive officers, ~~2023:~~directors, or key employees.

Name		Fees Earned or Paid in Cash ($)				Stock Awards ($)				Total ($)
Holly Ruxin			80,004				-				80,004	(1)

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.

~~(1)~~Holly Ruxin. AsMs. ofHolly ~~December~~Ruxin, 3155, ~~2024~~has served as a member of the Board since April 2018 and currently serves as Chief Executive Officer of Montcalm TCR, a ~~total~~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 ~~$320~~America for over twenty years. Ms. Ruxin is also the founder of Trevor TCR,~~349~~ a non-profit organization designed to invest in what matters and achieve transformation through giving. Ms. Ruxin received a Master of ~~Director’s~~Business ~~fees~~Administration in Finance from ~~prior~~Columbia University and ~~current~~a ~~periods~~Bachelor ~~was~~of ~~accrued~~Arts ~~and~~in ~~remains~~Economics ~~unpaid~~from asthe University of ~~the~~Michigan. ~~date~~We determined that Ms. Ruxin should serve as a director because of ~~this~~her ~~Report~~extensive asset management and capital markets experience.

~~Item~~Compliance with ~~12.~~Section ~~Security~~16(a) ~~Ownership~~ of ~~Certain~~the ~~Beneficial~~Exchange ~~Owners and Management and Related Stockholder Matters~~Act.

~~The~~Our directors ~~disclosure~~and inexecutive ~~Item~~officers 5and ~~under~~any beneficial owner of more than 10% of our common stock, as well as certain affiliates of those persons, must file reports with the ~~heading~~SEC ~~“Securities~~showing the number of shares of common stock they beneficially own and any changes in their beneficial ~~Authorized~~ownership. ~~for~~Based ~~Issuance~~on ~~Under~~our ~~Equity~~review ~~Compensation~~of ~~Plans”~~these isreports ~~hereby~~and ~~incorporated~~written byrepresentations ~~reference~~of our directors and executive officers, we believe that all required reports in 2025 were filed in a timely manner.

~~Security Ownership~~ Code of ~~Certain Beneficial Owners and Management~~Ethics

The Company ~~following~~has ~~table~~adopted ~~sets~~a ~~forth~~Code ~~certain~~of ~~information as~~Conduct ofand Ethics that applies to every director, ~~2025~~officer ~~regarding~~and employee of the ~~beneficial~~Company. ~~ownership~~The Code of Conduct ~~our~~and ~~common~~Ethics ~~stock~~includes bywritten ~~the~~standards ~~following~~that ~~persons~~are reasonably designed to deter wrongdoing and to promote:

● ~~each~~Honest ~~stockholder~~and ethical conduct, including the ethical handling of actual or ~~group~~apparent conflicts of ~~stockholders~~interest ~~who~~between personal and professional relationships; ● Full, tofair, ~~our~~accurate, ~~knowledge~~timely, ~~owns~~and ~~more~~understandable ~~than~~disclosure 5%in ofreports ~~our~~and ~~common~~documents ~~stock;~~that ●the ~~each~~Company offiles ~~our~~with, ~~named~~or ~~executive~~submits ~~officers~~to, the SEC and in other public communications made by the Company; ● ~~each~~Compliance ~~director;~~with applicable governmental laws, rules and regulations; ● ~~all~~The prompt internal reporting of ~~our~~violations ~~executive~~of ~~officers~~the code to an appropriate person or persons identified in the code; and ~~directors~~● asAccountability afor ~~group~~adherence to the code.

~~Beneficial ownership is determined in accordance~~A ~~with~~copy ~~the rules~~ of the ~~SEC,~~Code 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~~Conduct ~~executive officers~~ and ~~directors~~Ethics is ~~c/o~~available ~~The~~on ~~Crypto~~the Company,’s ~~23823~~website ~~Malibu~~at ~~Road #50477, Malibu, California 90265~~www. Shares of common stock subject to options, warrants or other rights currently exercisable or exercisable within 60 days of March 31, 2025, are deemed to be beneficially owned and outstanding for computing the share ownership and percentage of the stockholder holding the options, warrants or other rights, but are not deemed outstanding for computing the percentage of any other stockholderthecryptocompany.com.

14Director Nominations

Name of Beneficial Owner	Amount and Nature of Beneficial Ownership		Percentage of Common Stock Outstanding
Ron Levy (1)		537,932,427		15.7	%
Holly Ruxin (2)		120,224,210		3.5	%
All Directors and Executive Officers as a Group		658,156,637		19.2	%

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.

	(1)	Mr. Levy may be deemed to have voting and investment power over 3,031,810 shares beneficially owned by Redwood Fund LP LLC, which is a member of Imperial Strategies, LLC with a majority ownership interest and may be deemed to have voting and investment power over the 2,085,617 shares beneficially owned by Imperial Strategies, LLC. Includes vested options to purchase 1,250,000 shares of Common Stock that may be exercised at any time.
	(2)	Includes vested options to purchase 350,000 shares of Common Stock that may be exercised at any time.

Audit Committee and Audit Committee Financial Expert

~~Compliance~~The board ~~with~~of ~~Section~~directors ~~16(~~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 ~~Exchange~~Company and the audits of the Company’s consolidated financial ~~Act~~statements.

~~Our~~Annual ~~directors~~Meetings ~~and~~for ~~executive officers and any beneficial~~Election ~~owner~~ of more than 10% of our common stock, as well as certain affiliates of those persons, must file reports with the SEC showing the number of shares of common stock they beneficially own and any changes in their beneficial ownership. Based on our review of these reports and written representations of our directors and executive officers, we believe that all required reports in 2024 were filed in a timely manner.Directors

~~Change~~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 ~~Control~~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.

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.12

Item 13 11. ~~Certain~~Executive ~~Relationships and Related Transactions, and Director Independence~~Compensation

~~SEC regulations define the related person transactions~~2025 ~~that~~Summary ~~require~~Compensation 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.Table

~~There~~The following ~~have~~table ~~been~~provides noinformation ~~related~~regarding ~~party~~the ~~transactions~~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

Policies and Procedures for Related Person Transactions

	(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.

~~While our board of directors has not adopted a~~Outstanding ~~formal~~Equity ~~written~~Awards ~~related~~at ~~person~~Fiscal transaction policy that sets forth the policies and procedures for the review and approval or ratification of related person transactions, it 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.Year-End

~~Director~~During the ~~Independence~~year ended December 31, 2025, the Company did not issue any stock options.

~~Our determination of the independence of our directors~~Employee 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.Benefits

~~Item~~We currently ~~14.~~do ~~Principal~~not ~~Accounting~~offer ~~Fees~~any ~~and~~employee ~~Services~~benefit plans, including any 401(k) plan.

~~The following table sets forth fees billed and~~Director toCompensation be billed to us by our independent registered public accounting firm for the years ended December 31, 2024 and 2023 for (i) services rendered for the audit of our annual consolidated financial statements and the review of our quarterly consolidated financial statements, (ii) services rendered that are reasonably related to the performance of the audit or review of our consolidated financial statements that are not reported as Audit Fees, and (iii) services rendered in connection with tax preparation, compliance, advice and assistance.Policy

	Year Ended December 31,
	2024		2023
Audit fees	$	156,000	$	115,000
Total fees	$	156,000	$	115,000

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.

~~Audit~~As previously ~~Fees:~~disclosed, ~~Represents~~the ~~fees~~Company ~~for~~entered ~~professional services~~into ~~provided~~a ~~for~~Director Services Agreement with Holly Ruxin, effective April 7, 2018. Pursuant to the Director ~~audit~~Services Agreements, each director is be entitled to receive (i) a fee of ~~our~~$80,000 ~~annual~~per ~~consolidated~~annum, ~~financial~~payable ~~statements~~quarterly, ~~review~~and (ii) a ten-year option to purchase 100,000 shares of ~~our~~common ~~consolidated~~stock ~~financial~~of ~~statements~~the ~~included in~~Company ~~our~~at ~~quarterly~~an ~~reports~~exercise ~~and~~price ~~services~~of in$10.00 ~~connection~~per ~~with~~share, ~~statutory~~which ~~and~~option ~~regulatory~~shall ~~filings~~be fully vested on the six-month anniversary of the date of grants.

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.13

The ~~Audit Committee of the Company oversees the~~ ~~accounting~~table ~~and~~below ~~financial~~summarizes ~~reporting processes of~~ the ~~Company~~compensation ~~and~~earned ~~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~~paid ~~applicable rules of the SEC or the Public Company Accounting Oversight Board)~~ to beour ~~provided to us by the independent auditor; provided, however, the pre-approval requirement is waived with respect to the provisions of~~ non-~~audit~~employee ~~services~~directors for ~~us if~~ the ~~“de~~fiscal ~~minimis”~~year ~~provisions~~ended ofDecember ~~Section~~31, ~~10A(i)(1)(B) of the Exchange Act are satisfied.~~2025:

Name

Fees Earned or

Paid in Cash ($)

Stock Awards

($)

Total

($)

Holly Ruxin

80,004

(1)

~~PART~~(1) IVThe 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.

~~Item~~Policies and ~~15.~~Practices ~~Exhibits,~~Related ~~Financial~~to ~~Statement~~the ~~Schedules~~Grant of Certain Equity Awards Close in Time to the Release of Material Nonpublic Information

~~Financial~~While we ~~Statements~~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.

~~See~~Similarly, it ~~pages~~is ~~beginning~~our ~~with~~practice ~~page~~not Fto 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-1public information.

~~Exhibit~~Item 12. ~~Index~~Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

Exhibit
No.	Description of Exhibit	Form	Exhibit	Filing Date
2.1	Share Purchase Agreement, dated as of June 7, 2017, by and among Croe, Inc., The Crypto Company and John B. Thomas P.C., in its sole capacity as representative for certain shareholders of the Croe, Inc. listed on Schedule I thereto	8-K	2.1	6/9/17
2.2	Share Purchase Agreement, dated as of June 7, 2017, by and among Croe, Inc., The Crypto Company, Uptick Capital, LLC and John B. Thomas P.C., in its sole capacity as representative for certain shareholders of the Croe, Inc. listed on Schedule I thereto	8-K	2.2	6/9/17
2.3	Share Exchange Agreement, dated as of June 7, 2017, by and between Croe, Inc. and Michael Poutre, in his sole capacity as representative for the shareholders of Crypto	8-K	2.3	6/9/17
2.4	Equity Purchase Agreement, dated as of December 22, 2017, by and among The Crypto Company, CoinTracking, LLC, Kachel Holding GmbH and Dario Kachel	8-K	2.1	1/16/18
2.5	Purchase and assignment of shares, agreements on a purchase price of loan agreement and compensation agreement, dated as of December 28, 2018, by and among CoinTracking, LLC, Kachel Holding GmbH and CoinTracking GmbH	8-K	2.1	1/4/19
2.6	Stock Purchase Agreement by and among The Crypto Company, Blockchain Training Alliance, Inc. and certain stockholders dated March 15, 2021	10-K	2.6	3/30/2021
3.1	Articles of Conversion (Utah)	8-K	3.1	10/11/17
3.2	Articles of Conversion (Nevada)	8-K	3.2	10/11/17
3.3	Articles of Incorporation of The Crypto Company	8-K	3.3	10/11/17
3.4	Certificate of Amendment to Articles of Incorporation of Crypto Sub, Inc.	8-K	3.4	10/11/17
3.5	Certificate of Amendment to Articles of Incorporation of Crypto Sub, Inc.	8-K	3.1	2/7/2023
3.6	Amended and Restated Bylaws	8-K	3.1	2/28/18
3.7	Certificate of Amendment to Articles of Incorporation	8-K	3.01	9/6/24
10.1	Form of Securities Purchase Agreement by and between the Company and each purchaser thereunder (September 8, 2017)	8-K	10.1	9/29/17
10.2	Form of Securities Purchase Agreement by and between the Company and each purchaser thereunder (September 20, 2017)	8-K	10.2	9/29/17
10.3	Form of Securities Purchase Agreement by and between the Company and each purchaser thereunder (September 25, 2017)	8-K	10.3	9/29/17
10.4	Form of Common Stock Purchase Warrant (September 25, 2017)	8-K	10.4	9/29/17
10.5	Form of Securities Purchase Agreement by and between the Company and each purchaser thereunder (December 12, 2017)	8-K	10.1	12/13/17
10.6	Form of Non-Qualified Stock Option Agreement	8-K	10.1	4/17/18
10.7	Separation Agreement and General Mutual Release	8-K	10.1	5/25/18
10.8	Form of Director Services Agreement	8-K	10.2	5/25/18

The disclosure in Item 5 under the heading “Securities Authorized for Issuance Under Equity Compensation Plans” is hereby incorporated by reference.

17Security Ownership of Certain Beneficial Owners and Management

10.9	Securities Purchase Agreement, dated February 29, 2024, between The Crypto Company and AJB Capital Investments, LLC	10-K	10.9	4/16/24
10.10	Promissory Note in favor of AJB Capital Investments, LLC, dated February 29, 2024	10-K	10.10	4/16/24
10.11	Security Agreement, dated February 29, 2024, between The Crypto Company and AJB Capital Investments, LLC	10-K	10.11	4/16/24
10.12	Securities Purchase Agreement, dated February 23, 2024, between The Crypto Company and AJB Capital Investments, LLC	10-K	10.12	4/16/24
10.13	Promissory Note in favor of AJB Capital Investments, LLC, dated February 23, 2024	10-K	10.13	4/16/24
10.14	Security Agreement, dated February 23, 2024, between The Crypto Company and AJB Capital Investments, LLC	10-K	10.14	4/16/24
10.15	License Agreement with AllFi Holdings LLC	8-K	10.1	2/29/24
10.16	Voluntary Mutual Termination and Release Agreement with TelBill, LLC	8-K	10.2	2/29/24
10.17	Securities Purchase Agreement, dated February 1, 2024, between The Crypto Company and AJB Capital Investments, LLC	10-K	10.17	4/16/24
10.18	Promissory Note in favor of AJB Capital Investments, LLC, dated February 1, 2024	10-K	10.18	4/16/24
10.19	Security Agreement, dated February 1, 2024, between The Crypto Company and AJB Capital Investments, LLC	10-K	10.19	4/16/24
10.20	Securities Purchase Agreement, dated November 13, 2023, between The Crypto Company and AJB Capital Investments, LLC	10-K	10.20	4/16/24
10.21	Promissory Note in favor of AJB Capital Investments, LLC, dated November 13, 2023	10-K	10.21	4/16/24
10.22	Security Agreement, dated November 13, 2023, between The Crypto Company and AJB Capital Investments, LLC	10-K	10.22	4/16/24
10.23	Intellectual Property Assignment Agreement by and between The Crypto Company and AllFi Technologies, Inc.	8-K	10.1	10/10/23
10.24	Subscription Agreement by and between the Crypto Company and AllFi Technologies, Inc.	8-K	10.2	10/10/23
10.25	Code Licensing Commercial Agreement by and between The Crypto Company and TelBill, LLC	8-K	10.1	9/7/23
10.26	Securities Purchase Agreement, dated June 26, 2023, between The Crypto Company and AJB Capital Investments, LLC	10-K	10.26	4/16/24
10.27	Promissory Note in favor of AJB Capital Investments, LLC, dated June 26, 2023	10-K	10.27	4/16/24
10.28	Security Agreement, dated June 26, 2023, between The Crypto Company and AJB Capital Investments, LLC	10-K	10.28	4/16/24
10.29	Second Amendment to Promissory Note in favor of AJB Capital Investments, LLC, dated April 14, 2023	10-K	10.29	4/16/24
10.30	Securities Purchase Agreement dated April 12, 2024, between The Crypto Company and AJB Capital Investments, LLC.	10-K	10.30	4/16/24
10.31	Promissory Note in favor of AJB Capital Investments, LLC, dated April 12, 2024.	10-K	10.31	4/16/24
10.32	Security Agreement dated April 12, 2024, between The Crypto Company and AJB Capital Investments, LLC.	10-K	10.32	4/16/24
10.33	First Amendment to Promissory Note, dated May 1, 2024, by and between the Crypto Company and AJB Investments LLC	8-K	10.1	5/7/24
10.34	Second Amendment to Promissory Note, dated May 15, 2024, by and between the Crypto Company and AJB Investments LLC	8-K	10.1	5/23/24

The following table sets forth certain information as of April 15, 2026, regarding the beneficial ownership of our common stock by the following persons:

18● 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.

10.35	Settlement and Release Agreement by and between AllFi Technologies, AllFi Holdings LLC, and the Company	8-K	10.1	6/10/24
10.36	Contribution and Assignment Agreement by and between the Company, AllFi Technologies, and AllFi Holdings	8-K	10.2	6/10/24
10.37	Stock Purchase Agreement by and between AllFi Technologies and AllFi Holdings	8-K	10.3	6/10/24
10.38	Form of Stock Agreement (for awards granted to certain employees and contractors on June 28, 2024)	10-Q	10.1	8/19/24
10.39	Promissory Note in favor of AJB Capital Investments, LLC, dated June 18, 2024.	10-Q	10.2	8/19/24
10.40	Securities Purchase Agreement dated June 18, 2024, between The Crypto Company and AJB Capital Investments.	10-Q	10.3	8/19/24
10.41	Promissory Note in favor of AJB Capital Investments, LLC, dated May 31, 2024.	10-Q	10.7	8/19/24
10.42	Securities Purchase Agreement dated May 31, 2024, between The Crypto Company and AJB Capital Investments	10-Q	10.8	8/19/24
10.43	Promissory Note dated July 15, 2024, between The Crypto Company and AJB Capital Investments, LLC	10-Q	10.1	11/19/24
10.44	Securities Purchase Agreement dated July 15, 2024, between The Crypto Company and AJB Capital Investments, LLC.	10-Q	10.2	11/19/24
10.45	Security Agreement dated July 15, 2024, between The Crypto Company and AJB Capital Investments, LLC	10-Q	10.3	11/19/24
10.46	Promissory Note dated August 28, 2024, between The Crypto Company and AJB Capital Investments, LLC	10-Q	10.4	11/19/24
10.47	Securities Purchase Agreement dated August 28, 2024, between The Crypto Company and AJB Capital Investments, LLC	10-Q	10.5	11/19/24
10.48	Security Agreement dated August 28, 2024, between The Crypto Company and AJB Capital Investments, LLC	10-Q	10.6	11/19/24
10.49	Stock Agreement dated September 5, 2024, between The Crypto Company and Ronald Levy	10-Q	10.7	11/19/24
10.50	First Amendment to Promissory Note, dated November 18, 2024, by and between the Crypto Company and AJB Investments LLC	8-K	10.1	11/22/24

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.

1914

10.51	Promissory Note dated December 4, 2024, between The Crypto Company and AJB Capital Investments, LLC		*
Name of Beneficial Owner	Amount and Nature of Beneficial Ownership			Percentage of Common Stock Outstanding
10.52	Security Agreement dated December 4, 2024, between The Crypto Company and AJB Capital Investments, LLC		*
Ron Levy (1)(3)		734,288,200			13.38	%
10.53	Securities Purchase Agreement dated December 4, 2024, between The Crypto Company and AJB Capital Investments, LLC		*
Holly Ruxin (2)		186,080,391			3.39	%
10.54	Promissory Note dated November 1, 2024, between The Crypto Company and AJB Capital Investments, LLC		*
Jared Strasser		177,515,459			3.23	%
10.55	Securities Purchase Agreement dated November 1, 2024, between The Crypto Company and AJB Capital Investments, LLC		*
All directors and officers as a group		1,097,884,050			20.00	%
10.56	Security Agreement dated November 1, 2024, between The Crypto Company and AJB Capital Investments, LLC		*
5% shareholders
10.57	Promissory Note dated January 30, 2024, between The Crypto Company and AJB Capital Investments, LLC
Mark Andrew Uram		674,000,000			12.27	%
10.58	Security Agreement dated January 30, 2024, between The Crypto Company and AJB Capital Investments, LLC
1215 Alene Drive
10.59	Securities Purchase Agreement dated January 30, 2024, between The Crypto Company and AJB Capital Investments, LLC
Plainfield, Illinois 60586
10.60	First Amendment to Promissory Note, dated October 1, 2024, by and between the Crypto Company and AJB Investments LLC		*
10.61	Second Amendment to Promissory Note, dated October 10, 2024, by and between the Crypto Company and AJB Investments LLC		*
10.62	Fifth Amendment to Promissory Note, executed on May 13, 2025, by and between the Crypto Company and AJB Capital Investments LLC.		8-K	10.1		05/19/2025
10.63	Pre-Funded Warrant issued AJB Capital Investments LLC, executed on May 13, 2025.		8-K	10.2		05/19/2025
10.64	Fourth Amendment to Promissory Note, dated March 10, 2025, by and between the Crypto Company and AJB Investments LLC.		8-K	10.1		03/13/2025
10.65	Consulting Agreement between the Company and David Natan, effective as of March 12, 2025.		8-K	10.2		03/13/2025
10.66	Third Amendment to Promissory Note, dated February 11, 2025, by and between the Crypto Company and AJB Investments LLC.		8-K	10.1		02/13/2025
10.67	Consulting Agreement dated as of January 23, 2025.		8-K	10.1		01/29/2025
10.68	Second Amendment to Promissory Note, dated October 10, 2024, by and between the Crypto Company and AJB Investments LLC.		8-K	10.2		01/29/2025
10.69	Second Amendment to Promissory Note, dated January 8, 2025, by and between the Crypto Company and AJB Investments LLC.		8-K	10.1		01/13/2025
21.1	List of Subsidiaries of The Crypto Company		*
31	Certification of the Chief Executive Officer, Interim Chief Financial Officer and Chairman of the Board pursuant to section 302 of the Sarbanes-Oxley Act of 2002		*
32	Certification of the Chief Executive Officer, Interim Chief Financial Officer and Chairman of the Board pursuant to section 906 of the Sarbanes-Oxley Act of 2002		**
101.INS	Inline XBRL Instance Document
101.SCH	Inline XBRL Taxonomy Extension Schema Document
101.CAL	Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF	Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB	Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE	Inline XBRL Taxonomy Extension Presentation Linkbase Document
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

* Filed herewith

	(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 ~~Furnished, not filed.~~Control

~~Item~~As of ~~16.~~the ~~Form~~date ~~10-K~~of ~~Summary~~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.

~~None~~Item 13. Certain Relationships and Related Transactions, and Director Independence

20Policies and Procedures for Related Person Transactions

~~SIGNATURES~~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.

~~Pursuant~~SEC regulations todefine the ~~requirements~~related ofperson ~~Section~~transactions 13that require disclosure to include any transaction, arrangement or relationship in ~~15(d)~~which ofthe amount involved exceeds the ~~Exchange~~lesser ~~Act~~of $120,000 or 1% of the ~~Registrant~~average ~~caused~~of ~~this~~our ~~report~~total assets at year-end for the last two completed fiscal years in which we were or are to be ~~signed~~a onparticipant ~~its~~and ~~behalf~~in bywhich 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 ~~undersigned~~Company, ~~thereto~~(ii) ~~duly~~a ~~authorized~~beneficial owner of more than 5% of our common stock, on(iii) an immediate family member of an executive officer, director or director nominee or beneficial owner ~~June~~of 13more than 5% of our common stock, ~~2025~~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.

~~THE~~During the ~~CRYPTO~~year ~~COMPANY~~ended ~~(Registrant)~~December ~~By:~~31, ~~/s/~~2025, ~~Ron~~there ~~Levy~~have ~~Ron~~been ~~Levy~~no ~~Chief~~related ~~Executive~~party ~~Officer~~transactions.

~~Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed by the following persons on behalf of the Registrant in the capacities indicated on June 13, 2025.~~15

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 Independence

21Our 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.

~~THE~~Item ~~CRYPTO~~14. ~~COMPANY~~Principal Accountant Fees and Services

~~INDEX~~On TOMarch ~~CONSOLIDATED~~11, ~~FINANCIAL~~2026, ~~STATEMENTS~~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.

	Page
Report of Independent Registered Public Accounting Firm (PCAOB ID No. 6797)	F-2
Consolidated Balance Sheets December 31, 2024 and 2023	F-3
Consolidated Statement of Operations For the Years Ended December 31, 2024 and December 31, 2023	F-4
Consolidated Statement of Stockholders’ Equity (Deficit) For the Years Ended December 31, 2024 and December 31, 2023	F-5
Consolidated Statement of Cash Flows For Years Ended December 31, 2024 and 2023	F-6
Notes to Consolidated Financial Statements	F-7 – F-23

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.

F-1

	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

~~REPORT~~Audit OFFees: ~~INDEPENDENT~~Represents ~~REGISTERED~~fees ~~PUBLIC~~for ~~ACCOUNTING~~professional ~~FIRM~~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.

~~Board~~The board of ~~Directors~~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 ~~Shareholders~~financial reporting processes of the Company and the audits of the Company’s consolidated financial statements.

The ~~Crypto~~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.

~~23838 Malibu Road #50477,~~16

~~Malibu,~~PART ~~CA 90265~~IV

~~Opinion~~Item on15. ~~the~~Exhibits and Financial ~~Statements~~Statement Schedules

WeFinancial have audited the accompanying balance sheets of The Crypto Company (the “Company”) as of December 31, 2024 and 2023, and the related statements of operations and comprehensive loss, changes in stockholders’ equity and cash flows for the years ended, and the related notes to the financial statements (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of The Crypto Company as of December 31, 2024 and 2023, and the results of its operations and its cash flows for the years then ended, in conformity with accounting principles generally accepted in the United States of America.Statements

~~Going~~See ~~Concern~~pages beginning with page F-1.

~~The~~Exhibit accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 2 to the financial statements, the Company has suffered recurring losses from operations, negative cash flows from operations and has a significant accumulated deficit, that raises substantial doubt about its ability to continue as a going concern. 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.Index

Basis for Opinion

Exhibit
No.	Description of Exhibit	Form	Exhibit	Filing Date
2.1	Share Purchase Agreement, dated as of June 7, 2017, by and among Croe, Inc., The Crypto Company and John B. Thomas P.C., in its sole capacity as representative for certain shareholders of the Croe, Inc. listed on Schedule I thereto	8-K	2.1	6/9/17

2.2	Share Purchase Agreement, dated as of June 7, 2017, by and among Croe, Inc., The Crypto Company, Uptick Capital, LLC and John B. Thomas P.C., in its sole capacity as representative for certain shareholders of the Croe, Inc. listed on Schedule I thereto	8-K	2.2	6/9/17

2.3	Share Exchange Agreement, dated as of June 7, 2017, by and between Croe, Inc. and Michael Poutre, in his sole capacity as representative for the shareholders of Crypto	8-K	2.3	6/9/17

2.4	Equity Purchase Agreement, dated as of December 22, 2017, by and among The Crypto Company, CoinTracking, LLC, Kachel Holding GmbH and Dario Kachel	8-K	2.1	1/16/18

2.5	Purchase and assignment of shares, agreements on a purchase price of loan agreement and compensation agreement, dated as of December 28, 2018, by and among CoinTracking, LLC, Kachel Holding GmbH and CoinTracking GmbH	8-K	2.1	1/4/19

2.6	Stock Purchase Agreement by and among The Crypto Company, Blockchain Training Alliance, Inc. and certain stockholders dated March 15, 2021	10-K	2.6	3/30/21

3.1	Articles of Conversion (Utah)	8-K	3.1	10/11/17

3.2	Articles of Conversion (Nevada)	8-K	3.2	10/11/17

3.3	Articles of Incorporation of The Crypto Company	8-K	3.3	10/11/17

3.4	Certificate of Amendment to Articles of Incorporation of Crypto Sub, Inc.	8-K	3.4	10/11/17

3.5	Certificate of Amendment to Articles of Incorporation of Crypto Sub, Inc.	8-K	3.1	2/7/23

3.6	Amended and Restated Bylaws	8-K	3.1	2/28/18

3.7	Certificate of Amendment to Articles of Incorporation	8-K	3.01	9/6/24

10.1	Form of Securities Purchase Agreement by and between the Company and each purchaser thereunder (September 8, 2017)	8-K	10.1	9/29/17

10.2	Form of Securities Purchase Agreement by and between the Company and each purchaser thereunder (September 20, 2017)	8-K	10.2	9/29/17

10.3	Form of Securities Purchase Agreement by and between the Company and each purchaser thereunder (September 25, 2017)	8-K	10.3	9/29/17

10.4	Form of Common Stock Purchase Warrant (September 25, 2017)	8-K	10.4	9/29/17

10.5	Form of Securities Purchase Agreement by and between the Company and each purchaser thereunder (December 12, 2017)	8-K	10.1	12/13/17

10.6	Form of Non-Qualified Stock Option Agreement	8-K	10.1	4/17/18

10.7	Separation Agreement and General Mutual Release	8-K	10.1	5/25/18

10.8	Form of Director Services Agreement	8-K	10.2	5/25/18

These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.17

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the entity’s internal control over financial reporting. Accordingly, we express no such opinion.

10.9	Securities Purchase Agreement, dated February 29, 2024, between The Crypto Company and AJB Capital Investments, LLC	10-K	10.9	4/16/24

10.10	Promissory Note in favor of AJB Capital Investments, LLC, dated February 29, 2024	10-K	10.10	4/16/24

10.11	Security Agreement, dated February 29, 2024, between The Crypto Company and AJB Capital Investments, LLC	10-K	10.11	4/16/24

10.12	Securities Purchase Agreement, dated February 23, 2024, between The Crypto Company and AJB Capital Investments, LLC	10-K	10.12	4/16/24

10.13	Promissory Note in favor of AJB Capital Investments, LLC, dated February 23, 2024	10-K	10.13	4/16/24

10.14	Security Agreement, dated February 23, 2024, between The Crypto Company and AJB Capital Investments, LLC	10-K	10.14	4/16/24

10.15	License Agreement with AllFi Holdings LLC	8-K	10.1	2/29/24

10.16	Voluntary Mutual Termination and Release Agreement with TelBill, LLC	8-K	10.2	2/29/24

10.17	Securities Purchase Agreement, dated February 1, 2024, between The Crypto Company and AJB Capital Investments, LLC	10-K	10.17	4/16/24

10.18	Promissory Note in favor of AJB Capital Investments, LLC, dated February 1, 2024	10-K	10.18	4/16/24

10.19	Security Agreement, dated February 1, 2024, between The Crypto Company and AJB Capital Investments, LLC	10-K	10.19	4/16/24

10.20	Securities Purchase Agreement, dated November 13, 2023, between The Crypto Company and AJB Capital Investments, LLC	10-K	10.20	4/16/24

10.21	Promissory Note in favor of AJB Capital Investments, LLC, dated November 13, 2023	10-K	10.21	4/16/24

10.22	Security Agreement, dated November 13, 2023, between The Crypto Company and AJB Capital Investments, LLC	10-K	10.22	4/16/24

10.23	Intellectual Property Assignment Agreement by and between The Crypto Company and AllFi Technologies, Inc.	8-K	10.1	10/10/23

10.24	Subscription Agreement by and between the Crypto Company and AllFi Technologies, Inc.	8-K	10.2	10/10/23

10.25	Code Licensing Commercial Agreement by and between The Crypto Company and TelBill, LLC	8-K	10.1	9/7/23

10.26	Securities Purchase Agreement, dated June 26, 2023, between The Crypto Company and AJB Capital Investments, LLC	10-K	10.26	4/16/24

10.27	Promissory Note in favor of AJB Capital Investments, LLC, dated June 26, 2023	10-K	10.27	4/16/24

10.28	Security Agreement, dated June 26, 2023, between The Crypto Company and AJB Capital Investments, LLC	10-K	10.28	4/16/24

10.29	Second Amendment to Promissory Note in favor of AJB Capital Investments, LLC, dated April 14, 2023	10-K	10.29	4/16/24

10.30	Securities Purchase Agreement dated April 12, 2024, between The Crypto Company and AJB Capital Investments, LLC.	10-K	10.30	4/16/24

10.31	Promissory Note in favor of AJB Capital Investments, LLC, dated April 12, 2024.	10-K	10.31	4/16/24

10.32	Security Agreement dated April 12, 2024, between The Crypto Company and AJB Capital Investments, LLC.	10-K	10.32	4/16/24

10.33	First Amendment to Promissory Note, dated May 1, 2024, by and between the Crypto Company and AJB Investments LLC	8-K	10.1	5/7/24

10.34	Second Amendment to Promissory Note, dated May 15, 2024, by and between the Crypto Company and AJB Investments LLC	8-K	10.1	5/23/24

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.18

Critical Audit Matters

10.35	Settlement and Release Agreement by and between AllFi Technologies, AllFi Holdings LLC, and the Company	8-K	10.1	6/10/24

10.36	Contribution and Assignment Agreement by and between the Company, AllFi Technologies, and AllFi Holdings	8-K	10.2	6/10/24

10.37	Stock Purchase Agreement by and between AllFi Technologies and AllFi Holdings	8-K	10.3	6/10/24

10.38	Form of Stock Agreement (for awards granted to certain employees and contractors on June 28, 2024)	10-Q	10.1	8/19/24

10.39	Promissory Note in favor of AJB Capital Investments, LLC, dated June 18, 2024.	10-Q	10.2	8/19/24

10.40	Securities Purchase Agreement dated June 18, 2024, between The Crypto Company and AJB Capital Investments.	10-Q	10.3	8/19/24

10.41	Promissory Note in favor of AJB Capital Investments, LLC, dated May 31, 2024.	10-Q	10.7	8/19/24

10.42	Securities Purchase Agreement dated May 31, 2024, between The Crypto Company and AJB Capital Investments	10-Q	10.8	8/19/24

10.43	Promissory Note dated July 15, 2024, between The Crypto Company and AJB Capital Investments, LLC	10-Q	10.1	11/19/24

10.44	Securities Purchase Agreement dated July 15, 2024, between The Crypto Company and AJB Capital Investments, LLC.	10-Q	10.2	11/19/24

10.45	Security Agreement dated July 15, 2024, between The Crypto Company and AJB Capital Investments, LLC	10-Q	10.3	11/19/24

10.46	Promissory Note dated August 28, 2024, between The Crypto Company and AJB Capital Investments, LLC	10-Q	10.4	11/19/24

10.47	Securities Purchase Agreement dated August 28, 2024, between The Crypto Company and AJB Capital Investments, LLC	10-Q	10.5	11/19/24

10.48	Security Agreement dated August 28, 2024, between The Crypto Company and AJB Capital Investments, LLC	10-Q	10.6	11/19/24

10.49	Stock Agreement dated September 5, 2024, between The Crypto Company and Ronald Levy	10-Q	10.7	11/19/24

10.50	First Amendment to Promissory Note, dated November 18, 2024, by and between the Crypto Company and AJB Investments LLC	8-K	10.1	11/22/24

Critical audit matters are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. We determined that there are no critical audit matters.19

/s/ Bush & Associates CPA LLC

10.51	Promissory Note dated December 4, 2024, between The Crypto Company and AJB Capital Investments, LLC	10-K	10.51	06/13/25

10.52	Security Agreement dated December 4, 2024, between The Crypto Company and AJB Capital Investments, LLC	10-K	10.52	06/13/25

10.53	Securities Purchase Agreement dated December 4, 2024, between The Crypto Company and AJB Capital Investments, LLC	10-K	10.53	06/13/25

10.54	Promissory Note dated November 1, 2024, between The Crypto Company and AJB Capital Investments, LLC	10-K	10.54	06/13/25

10.55	Securities Purchase Agreement dated November 1, 2024, between The Crypto Company and AJB Capital Investments, LLC	10-K	10.55	06/13/25

10.56	Security Agreement dated November 1, 2024, between The Crypto Company and AJB Capital Investments, LLC	10-K	10.56	06/13/25

10.57	Promissory Note dated January 30, 2024, between The Crypto Company and AJB Capital Investments, LLC	10-K	10.57	06/13/25

10.58	Security Agreement dated January 30, 2024, between The Crypto Company and AJB Capital Investments, LLC	10-K	10.58	06/13/25

10.59	Securities Purchase Agreement dated January 30, 2024, between The Crypto Company and AJB Capital Investments, LLC	10-K	10.59	06/13/25

10.60	First Amendment to Promissory Note, dated October 1, 2024, by and between the Crypto Company and AJB Investments LLC	10-K	10.60	06/13/25

10.61	Second Amendment to Promissory Note, dated October 10, 2024, by and between the Crypto Company and AJB Investments LLC	10-K	10.61	06/13/25

10.62	Fifth Amendment to Promissory Note, executed on May 13, 2025, by and between the Crypto Company and AJB Capital Investments LLC.	8-K	10.1	05/19/25

10.63	Pre-Funded Warrant issued AJB Capital Investments LLC, executed on May 13, 2025.	8-K	10.2	05/19/25

10.64	Fourth Amendment to Promissory Note, dated March 10, 2025, by and between the Crypto Company and AJB Investments LLC.	8-K	10.1	03/13/25

10.65	Consulting Agreement between the Company and David Natan, effective as of March 12, 2025.	8-K	10.2	03/13/25

10.66	Third Amendment to Promissory Note, dated February 11, 2025, by and between the Crypto Company and AJB Investments LLC.	8-K	10.1	02/13/25

10.67	Consulting Agreement dated as of January 23, 2025.	8-K	10.1	01/29/25

10.68	Second Amendment to Promissory Note, dated October 10, 2024, by and between the Crypto Company and AJB Investments LLC.	8-K	10.2	01/29/25

10.69	Second Amendment to Promissory Note, dated January 8, 2025, by and between the Crypto Company and AJB Investments LLC.	8-K	10.1	01/13/25

~~We have served as the Company’s auditor since 2025.~~20

Henderson, Nevada

10.70	Stock Agreement by and between the Company and Holly Ruxin dated as of June 2025.	*

10.71	Stock Agreement by and between the Company and Ronald Levy dated as of June 2025.	*

10.72	Stock Agreement dated as of June 25, 2025, by and between The Crypto Company and Leonid Sorin (incorporated by reference to Exhibit 10.1 to the Company’s Form 10-Q dated August 15, 2025).	10-Q	10.1	8/15/25

10.73	Stock Agreement dated as of June 25, 2025, by and between The Crypto Company and Rafael Furst (incorporated by reference to Exhibit 10.2 to the Company’s Form 10-Q dated August 15, 2025).	10-Q	10.2	8/15/25

10.74	Stock Agreement dated as of June 25, 2025, by and between The Crypto Company and Jared Strasser (incorporated by reference to Exhibit 10.3 to the Company’s Form 10-Q dated August 15, 2025).	10-Q	10.3	8/15/25

10.75	Stock Agreement dated as of June 24, 2025, by and between The Crypto Company and Ronald Levy (incorporated by reference to Exhibit 10.4 to the Company’s Form 10-Q dated August 15, 2025).	10-Q	10.4	8/15/25

10.76	Stock Agreement dated as of June 24, 2025, by and between The Crypto Company and Holly Ruxin (incorporated by reference to Exhibit 10.5 to the Company’s Form 10-Q dated August 15, 2025).	10-Q	10.5	8/15/25

10.77	Board Advisory Agreement dated August 19, 2025, by and between the Company and Josh Kriger.	*

10.78	Board Advisory Agreement dated August 19, 2025, by and between the Company and Robert Nail.	*

10.79	Board Advisory Agreement dated September 30, 2025, by and between the Company and Austin Davis.	*

10.80	Consulting Agreement dated September 15, 2025, by and between the Company and Jennifer Leo.	*

10.81	Consulting Agreement, dated as of March 20, 2026, by and between the Company and Frame Holdings (incorporated by reference to Exhibit 10.2 to the Company’s Form 8-K dated March 26, 2026).	8-K	10.2	3/26/26

10.82	Consulting Agreement dated July 22, 2025 by and between The Crypto Company and Rafael Furst (incorporated by reference to Exhibit 10.3 to the Company’s Form 8-K dated July 22, 2025).	8-K	10.3	7/22/25

10.83	Promissory Note dated July 16, 2025 by and between The Crypto Company and Three Mile Creek Future LLC (incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K dated July 22, 2025).	8-K	10.1	7/22/25

10.84	Pre-Funded Common Stock Purchase Warrant dated July 16, 2025 by and between The Crypto Company and Three Mile Creek Future LLC (incorporated by reference to Exhibit 10.2 to the Company’s Form 8-K dated July 22, 2025).	8-K	10.2	7/22/25

10.85	Promissory Note, executed on June 30, 2025, by and between The Crypto Company and AJB Capital Investments LLC (incorporated by reference to Exhibit 10.6 to the Company’s Form 10-Q dated August 15, 2025).	10-Q	10.6	8/15/25

10.86	Securities Purchase Agreement, executed on June 30, 2025, by and between The Crypto Company and AJB Capital Investments LLC(incorporated by reference to Exhibit 10.7 to the Company’s Form 10-Q dated August 15, 2025).	10-Q	10.7	6/30/25

10.87	Security Agreement, executed on June 30, 2025, by and between The Crypto Company and AJB Capital Investments LLC (incorporated by reference to Exhibit 10.8 to the Company’s Form 10-Q dated August 15, 2025).	10-Q	10.8	8/15/25

10.88	Third Amendment to Promissory Note, dated September 29, 2025, by and between the Crypto Company and AJB Investments LLC (incorporated by reference to Exhibit 10.2 to the Company’s Form 8-K dated September 29, 2025).	8-K	10.2	9/29/25

10.89	Debt Conversion Agreement, dated November 26, 2025, by and between the Company and AJB Capital Investments LLC (incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K dated December 3, 2025).	8-K	10.1	12/3/25

10.90	Amended and Restated Securities Purchase Agreement dated as of December 10, 2025, by and between the Company and AJB Capital Investments LLC (incorporated by reference to Exhibit 10.5 to the Company’s Form 8-K dated December 10, 2025).	8-K	10.5	12/10/25

10.91	Amended and Restated Promissory Note dated as of December 10, 2025, by and between the Company and AJB Capital Investments LLC(incorporated by reference to Exhibit 10.6 to the Company’s Form 8-K dated December 10, 2025).	8-K	10.6	12/10/25

10.92	Pre-Funded Warrant dated as of December 10, 2025, by and between the Company and AJB Capital Investments LLC (incorporated by reference to Exhibit 10.7 to the Company’s Form 8-K dated December 10, 2025).	8-K	10.7	12/10/25

10.93	Form of Subscription Agreement (incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K/A dated August 21, 2025).	8-K/A	10.1	8/21/25

10.94	Form of Convertible Note (incorporated by reference to Exhibit 10.2 to the Company’s Form 8-K/A dated August 21, 2025).	8-K/A	10.2	8/21/25

10.95	Form of Subscription Agreement(incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K dated September 29, 2025).	8-K	10.1	9/29/25

10.96	Form of Subscription Agreement (incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K dated October 9, 2025).	8-K	10.1	10/9/25

10.97	Securities Purchase Agreement, dated October 8, 2025, by and among the Company, Starchive.io, Inc., its equity holders, and Richard Averitt (incorporated by reference to Exhibit 10.2 to the Company’s Form 8-K dated October 9, 2025).	8-K	10.2	10/9/25

10.98	Form of Conversion Agreement dated as of November 25, 2025 (incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K dated December 10, 2025).	8-K	10.1	12/10/25

10.99	Form of Promissory Note dated as of December 4, 2025 (incorporated by reference to Exhibit 10.2 to the Company’s Form 8-K dated December 10, 2025).	8-K	10.2	12/10/25

10.100	Form of Security Agreement dated as of December 4, 2025 (incorporated by reference to Exhibit 10.3 to the Company’s Form 8-K dated December 10, 2025).	8-K	10.3	12/10/25

10.101	Form of Subscription Agreement (incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K dated January 22, 2026).	8-K	10.1	1/22/26

10.102	Mutual Transfer and Release Agreement, dated March 19, 2026, by and among The Crypto Company, Starchive.io, Inc., Peter Agelasto IV, Richard G. Averitt, Digital Relab LLC, and Richard Averitt (incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K dated March 23, 2026).	8-K	10.1	3/23/26

10.103	Asset Purchase Agreement, dated as of March 20, 2026, by and among the Company, Frame Intelligence, LLC, Frame Holdings Ltd, and Sean Docherty (incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K dated March 26, 2026).	8-K	10.1	3/26/26

21.1	List of Subsidiaries of The Crypto Company	*

31	Certification of the Chief Executive Officer, Interim Chief Financial Officer and Chairman of the Board pursuant to section 302 of the Sarbanes-Oxley Act of 2002	*

32	Certification of the Chief Executive Officer, Interim Chief Financial Officer and Chairman of the Board pursuant to section 906 of the Sarbanes-Oxley Act of 2002	**

101.INS	Inline XBRL Instance Document
101.SCH	Inline XBRL Taxonomy Extension Schema Document
101.CAL	Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF	Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB	Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE	Inline XBRL Taxonomy Extension Presentation Linkbase Document
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

~~June~~* ~~13,~~Filed ~~2025~~herewith

~~PCAOB~~** IDFurnished, ~~Number~~not ~~6797~~filed.

FItem 16. Form 10-2K Summary

~~THE CRYPTO COMPANY~~None.

~~CONSOLIDATED BALANCE SHEETS~~21

	December 31, 2024			December 31, 2023
					(Restated)
ASSETS
CURRENT ASSETS
Cash and cash equivalents	$	1,763		$	72,970
Total current assets		1,763			72,970
TOTAL ASSETS	$	1,763		$	72,970
LIABILITIES AND STOCKHOLDERS’ DEFICIT
CURRENT LIABILITIES
Accounts payable and accrued expenses	$	3,549,339		$	3,022,865
Other liabilities		207,938			207,938
Notes payable, net		2,805,253			2,968,271
Convertible debt		125,000			-
Total current liabilities		6,687,530			6,199,074
Convertible debt		-			125,000
Notes payable - other		12,625			13,333
TOTAL LIABILITIES		6,700,155			6,337,407
STOCKHOLDERS’ DEFICIT
Preferred A voting stock, $0.001; 10 shares authorized, 10 and -0- shares issued and outstanding, respectively as of December 31, 2024, and 2023		-			-
Common stock, $0.001 par value; 19,000,000,000 shares authorized, 3,032,746,878 and 565,709,873 shares issued and outstanding, respectively as of December 31, 2024, and 2023		3,032,746			565,710
Additional paid-in-capital		43,675,323			39,932,605
Accumulated deficit		(53,406,461	)		(46,762,752	)
TOTAL STOCKHOLDERS’ DEFICIT		(6,698,392	)		(6,264,437	)
TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT	$	1,763		$	72,970

SIGNATURES

~~The~~Pursuant ~~accompanying~~to ~~notes~~the ~~are~~requirements anof ~~integral~~Section ~~part~~13 or 15(d) of the ~~consolidated~~Exchange ~~financial~~Act, ~~statements~~the Registrant caused this report to be signed on its behalf by the undersigned, thereto duly authorized, on June 24, 2026.

~~F-3~~THE CRYPTO COMPANY (Registrant) By: /s/ Ron Levy Ron Levy Chief Executive Officer, Interim Chief Financial Officer and Chairman of the Board

~~THE~~Pursuant ~~CRYPTO~~to ~~COMPANY~~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

~~CONSOLIDATED STATEMENTS~~Signature OFTitle ~~OPERATIONS~~/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

	December 31, 2024			December 31, 2023
	For the period months ended
	December 31, 2024			December 31, 2023
				(Restated)
Revenue:
Services	$	44,814		$	197,459
Cost of services		9,394			313,756
Gross margin		35,419			(116,297	)
Operating expenses:
General and administrative expenses		890,435			1,548,277
Amortization		-			43,332
Impairment of goodwill		-			1,271,306
Share-based compensation - employee		4,383,005			6,761
Share-based compensation - non-employee		902,685			1,148,719
Share-based compensation		902,685			1,148,719
Total Operating Expenses		6,176,125			4,018,395
Operating loss		(6,140,706	)		(4,134,692	)
Other income		-			28,375
Loss on sale of equipment		-			(31,000	)
Interest expense		(503,003	)		(3,093,999	)
Loss before provision for income taxes		(6,643,709	)		(7,231,317	)
Provision for income taxes		-			-
Net loss	$	(6,643,709	)	$	(7,231,317	)
Net loss per share	$	(0.00	)	$	(0.05	)
Weighted average common shares outstanding – basic and diluted		1,943,159,789			134,932,832

~~The~~THE ~~accompanying~~CRYPTO ~~notes are an integral part of the consolidated financial statements.~~ COMPANY

~~F-4~~INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

THE CRYPTO COMPANY

	Page
Report of Independent Registered Public Accounting Firm (PCAOB ID No. 7116)	F-2
Consolidated Balance Sheets December 31, 2025 and 2024	F-3
Consolidated Statement of Operations For the Years Ended December 31, 2025 and December 31, 2024	F-4
Consolidated Statement of Stockholders’ Deficit For the Years Ended December 31, 2025 and December 31, 2024	F-5
Consolidated Statement of Cash Flows For Years Ended December 31, 2025 and 2024	F-6
Notes to Consolidated Financial Statements	F-7 – F-23

~~CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY~~F-1

					Shares		Amount		capital		Deficit			Equity
									Additional					Total
	Preferred A stock				Common stock				paid-in-		Accumulated			Stockholders’
	Shares		Amount		Shares		Amount		capital		Deficit			Deficit
Balance, December 31, 2022		-	$	-		23,950,380	$	23,950	$	36,448,046	$	(39,531,436	)	$	(3,059,440	)
Stock issued for cash at $5.00 per share						125,000		125		24,875					25,000
Stock issued for cash		-		-		125,000		125		24,875					25,000
Stock compensation expense in connection with issuance of common stock						13,665,157		13,666		396,409					410,075
Debt discount for warrants										2,041,490					2,041,490
Stock issued for loan payments						496,969,336		496,969		1,003,185					1,500,154
Stock issued for accrued salary						31,000,000		31,000		18,600					49,600
Net loss		-		-								(7,231,317	)		(7,231,317	)
Balance, December 31, 2023 - Restated		-	$	-		565,709,873	$	565,710	$	39,932,605	$	(46,762,752	)	$	(6,264,437	)

Report of Independent Registered Public Accounting Firm

									Additional					Total
	Preferred A stock				Common stock				paid-in-		Accumulated			Stockholders’
	Shares		Amount		Shares		Amount		capital		Deficit			Deficit
Balance, December 31, 2023 - Restated		-	$	-		565,709,873	$	565,710	$	39,932,605	$	(46,762,752	)	$	(6,264,437	)
Balance		-		-		565,709,873	$	565,710	$	39,932,605	$	(46,762,752	)	$	(6,264,437	)
Stock compensation expense in connection with issuance of common stock								-		332,732					332,732
Stock compensation expense in connection with issuance of Preferred A voting stock		10								3,032,710					3,032,710
Additional paid in capital										3,000					3,000
Debt discount for warrants										17,998					17,998
Common stock issued for debt conversion						2,467,037,005		2,467,036		356,278					2,823,314
Net loss												(6,643,709	)		(6,643,709	)
Balance, December 31, 2024		10	$	-		3,032,746,878	$	3,032,746	$	43,675,323	$	(53,406,641	)	$	(6,698,392	)
Balance		10		-		3,032,746,878	$	3,032,746	$	43,675,323	$	(53,406,641	)	$	(6,698,392	)

To the shareholders and the board of directors of The Crypto Company.

~~The~~Opinion ~~accompanying~~on ~~notes are an integral part of~~ the ~~consolidated~~Financial ~~financial statements.~~Statements

~~F-5~~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.

~~THE~~Substantial ~~CRYPTO~~Doubt ~~COMPANY~~about the Company’s Ability to Continue as a Going Concern

~~CONSOLIDATED~~The ~~STATEMENTS~~accompanying OFfinancial ~~CASH~~statements ~~FLOWS~~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.

	December 31, 2024			December 31, 2023
	For the Period Ended
	December 31, 2024			December 31, 2023
				Restated
Cash flows from operating activities:
Net (loss)	$	(6,643,709	)	$	(7,231,317	)
Adjustments to reconcile net loss to net cash used in operations:
Depreciation and amortization		-			43,332
Share-based compensation		5,285,690			1,155,480
Debt discount for warrants		17,998			2,041,490
Impairment of goodwill		-			1,271,306
Loss on disposal of equipment		-			31,000
Prepaid expenses		-			81,317
Accounts payable and accrued expenses		526,474			757,317
Other liabilities		-			207,938
Net cash provided by (used in) operating activities		(813,546	)		(1,642,136	)
Cash flows from financing activities:
Payment of notes payable		-			(227,251	)
Proceeds from issuance of notes payable		742,339			1,806,751
Proceeds from common stock issuance		-			25,000
Net cash provided by financing activities		742,339			1,604,500
Net (decrease) in cash and cash equivalents		(71,207	)		(37,636	)
Cash and cash equivalents at the beginning of the period		72,970			110,606
Cash and cash equivalents at the end of the period	$	1,763		$	72,970
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Common stock issued for convertible debt	$	2,823,314		$	-

Basis for Opinion

~~The~~These ~~accompanying~~financial ~~notes~~statements are anthe ~~integral~~responsibility ~~part~~ of the ~~consolidated~~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.

~~F-6~~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.

~~THE~~Our ~~CRYPTO~~audit ~~COMPANY~~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.

~~NOTES~~Critical TOAudit ~~CONSOLIDATED FINANCIAL STATEMENTS~~Matters

~~NOTE~~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 ~~THE~~to ~~COMPANY~~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.

~~The~~Accounting ~~Crypto Company was incorporated in the State of Nevada on March 9, 2017. The Company is engaged in the business of providing consulting services and education~~ for ~~distributed~~Convertible ~~ledger~~Notes ~~technologies (“blockchain”), for the building of technological infrastructure~~ and ~~enterprise~~Derivative ~~blockchain technology solutions. The Company currently generates revenues and incurs expenses solely through these consulting operations.~~Liabilities

~~Unless~~As ~~expressly~~described ~~indicated~~in orNotes ~~the~~6 ~~context~~and ~~requires~~7 ~~otherwise,~~to the ~~terms~~financial ~~“Crypto~~statements,” the “Company,” ~~“we,”~~has ~~“us,”~~outstanding convertible notes that contain conversion features and ~~“our”~~other incontractual ~~these~~terms ~~consolidated~~requiring ~~financial~~management ~~statements~~to ~~refer~~determine towhether ~~The~~embedded ~~Crypto~~features ~~Company~~should ~~and,~~be ~~where~~bifurcated ~~appropriate,~~and ~~its~~accounted ~~wholly-owned~~for separately ~~subsidiary~~as ~~Technology~~derivative ~~Convergence~~liabilities. ~~Company~~Where ~~(“TechCC”)~~derivative ~~formerly~~liability ~~Blockchain~~accounting ~~Training~~was ~~Alliance~~required, ~~Inc.~~the ~~(“BTA”)~~liabilities ~~and an~~were ~~inactive~~measured ~~subsidiary~~at ~~Coin~~fair ~~Tracking~~value, ~~LLC~~with ~~(“CoinTracking”)~~changes in fair value recognized in earnings.

~~The~~We ~~Company~~identified ~~entered~~the ~~into~~accounting afor ~~Stock~~convertible ~~Purchase~~notes ~~Agreement~~and ~~(the~~derivative ~~“SPA”)~~liabilities ~~effective~~ as ofa ~~March~~critical ~~24,~~audit ~~2021~~matter ~~with~~because ~~BTA~~of ~~and~~the ~~its~~complexity ~~stockholders.~~of evaluating Onthe ~~April~~contractual 8,terms ~~2021,~~of the ~~Company~~convertible ~~completed~~notes and the ~~acquisition~~significant ofjudgment ~~all~~involved ofin determining the ~~issued~~appropriate ~~and~~accounting ~~outstanding stock of BTA~~ treatment and ~~BTA~~fair ~~became~~value ameasurement. ~~wholly-owned subsidiary~~Auditing ofthis ~~the~~matter ~~Company.~~involved Asespecially achallenging ~~result~~and ofcomplex ~~this~~auditor ~~acquisition~~judgment, including the ~~operations~~use of ~~BTA~~specialized knowledge ~~became~~to ~~consolidated~~evaluate ~~with~~management’s ~~Company~~accounting ~~operations~~conclusions onand ~~April 8,~~valuation ~~2021~~assumptions.

~~TechCC~~Our isaudit aprocedures ~~blockchain~~included ~~training~~obtaining ~~company~~ and ~~service~~reading ~~provider~~the ~~that~~convertible ~~provides~~note ~~training~~agreements and ~~educational~~related ~~courses~~amendments, ~~focused~~evaluating onmanagement’s technical ~~blockchain~~accounting ~~technology~~analysis, testing the completeness of the convertible note population, assessing whether embedded features required derivative liability accounting, and ~~education~~evaluating asthe valuation methodology and significant assumptions used to measure the ~~general~~derivative liabilities. ~~understanding~~We ofalso ~~blockchain~~tested tothe ~~corporate~~related accounting entries and ~~individual~~evaluated ~~clients~~the adequacy of the related financial statement disclosures.

~~During~~/S/ ~~the~~Beckles ~~years~~& ended December 31, 2024 and 2023, the Company generated revenues and incurred expenses primarily through the business of providing consulting services and education for distributed ledger technologies, for the building of technological infrastructure and enterprise blockchain technology solutions, both of which have ceased operations as of the date of this Annual Report.Co

~~NOTE~~Beckles 2& –Co. ~~SUMMARY~~Inc. OF(PCAOB ~~SIGNIFICANT~~ID ~~ACCOUNTING POLICIES~~7116)

~~Going~~We ~~Concern~~have served as the Company’s auditor since 2025

~~The~~West ~~Company’s~~Palm 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 basisBeach, which contemplates the realization of assets and the settlement of liabilities in the normal course of business. The Company has incurred significant losses and experienced negative cash flows since inception. As of December 31, 2024, the Company had cash of $1,763. In addition, the Company’s net loss was $6,643,709 for the year ended December 31, 2024 and the Company’s had a working capital deficit of $6,685,767. As of December 31, 2024 the accumulated deficit amounted to $53,406,461. As a result of the Company’s history of losses and financial condition, there is substantial doubt about the ability of the Company to continue as a going concern.FL

~~The~~June 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 include24, 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.2026

~~Basis~~400 ofColumbia ~~presentation – The company prepares its consolidated financial statements based upon the accrual method of accounting~~Drive, ~~recognizing income~~Suite ~~when earned and expenses when incurred.~~101

~~Consolidation~~West –Palm ~~The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries~~Beach, ~~Blockchain~~FL ~~Training Alliance and CoinTracking LLC which is inactive. All significant intercompany accounts and transactions are eliminated in consolidation.~~33409

FPh.561 689-74093

~~Use~~Fax: of954 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 long827-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.0968

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.F-2

~~Investments~~THE inCRYPTO cryptocurrency – Investments are comprised of several cryptocurrencies the Company owns, of which a majority is Bitcoin, that are actively traded on exchanges. The Company records its investments as indefinite-lived intangible assets at cost less impairment and are reported as long-term assets in the consolidated balance sheets. An intangible asset with an indefinite useful life is not amortized but assessed for impairment annually, or more frequently, when events or changes in circumstances occur indicating that it is more likely than not that the indefinite-lived asset is impaired. Impairment exists when the carrying amount exceeds its fair value. In testing for impairment, the Company has the option to first perform a qualitative assessment to determine whether it is more likely than not that an impairment exists. If it is determined that it is not more likely than not that an impairment exists, a quantitative impairment test is not necessary. If the Company concludes otherwise, it is required to perform a quantitative impairment test. To the extent an impairment loss is recognized, the loss establishes the new cost basis of the asset. Subsequent reversal of impairment losses is not permitted.COMPANY

~~Realized~~CONSOLIDATED ~~gains~~BALANCE ~~and losses on sales of investments in cryptocurrency, and impairment losses, are included in other income/(expense) in the Consolidated Statements of Operations.~~SHEETS

As of December 31, 2024 and 2023 there were $-0- in investments in cryptocurrency on the Company’s Balance Sheet.

	December 31, 2025			December 31, 2024

ASSETS
CURRENT ASSETS
Cash and cash equivalents	$	97,205		$	1,763
Total current assets		97,205			1,763
Cryptocurrency		123,794			-
TOTAL ASSETS	$	220,999		$	1,763

LIABILITIES AND STOCKHOLDERS’ DEFICIT

CURRENT LIABILITIES
Accounts payable and accrued expenses	$	3,876,849		$	3,549,339
Other liabilities		207,938			207,938
Notes payable		533,670			2,805,253
Derivative liability		563,417			1,319,366
Convertible debt -net of discount		1,125,673			125,000
Total current liabilities		6,307,546			8,006,897
Notes payable - other		11,976			12,625
TOTAL LIABILITIES		6,319,522			8,019,522

STOCKHOLDERS’ DEFICIT
Preferred A voting stock, $0.001 par value; 10 shares authorized 10 and -0- shares issued and outstanding, respectively, as of December 31, 2025 and December 31, 2024, respectively		-			-
Common stock, $0.001 par value; 19,000,000,000 shares authorized 5,058,291,867 and 3,032,746,878 shares issued and outstanding, respectively, as of December 31, 2025 and December 31, 2024, respectively.		5,058,291			3,032,746
Additional paid-in-capital		45,550,140			43,675,323
Accumulated deficit		(56,706,954	)		(54,725,828	)
TOTAL STOCKHOLDERS’ DEFICIT		(6,098,523	)		(8,017,759	)

TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT	$	220,999		$	1,763

~~Equipment~~The –accompanying ~~Equipment~~notes ~~is recorded at cost and depreciated using the straight-line method over the estimated useful life ranging from 3 three to five years. Normal repairs and maintenance~~ are ~~expensed~~an asintegral ~~incurred.~~part ~~Expenditures that materially adapt, improve, or alter the nature~~ of ~~the~~these ~~underlying~~consolidated ~~assets~~financial ~~are capitalized~~statements. ~~When equipment is retired or otherwise disposed of, the cost and related accumulated depreciation are removed from the accounts, and the resulting gain or loss is credited or charged to income.~~

Business combination – The purchase price of an acquired company is allocated between tangible and intangible assets acquired and liabilities assumed from the acquired business based on their estimated fair values with the residual of the purchase price recorded as goodwill. The results of operations of acquired businesses are included in our operating results from the dates of acquisition.F-3

~~Goodwill~~THE ~~and~~CRYPTO intangible assets – The Company records the excess of purchase price over the fair value of the tangible and identifiable intangible assets acquired as goodwill. Intangible assets resulting from the acquisitions of entities accounted for using the purchase method of accounting are recorded at the estimated fair value of the assets acquired. Identifiable intangible assets are comprised of purchased customer relationships, trade names, and developed technologies. Intangible assets subject to amortization are amortized over the period of estimated economic benefit of five years. In accordance with ASC 350, Intangibles – Goodwill and Other (“ASC 350”), goodwill and other intangible assets with indefinite lives are not amortized but tested annually, on December 31, or more frequently if the Company believes indicators of impairment exist. Indefinite lived intangible assets also include investments in cryptocurrency (see Investments in Cryptocurrency).COMPANY

~~F-8~~ CONSOLIDATED STATEMENTS OF OPERATIONS

The Company assesses whether goodwill impairment and indefinite lived intangible assets exists using both qualitative and quantitative assessments. The qualitative assessment involves determining whether events or circumstances exist that indicate it is more likely than not that the fair value of a reporting unit is less than its carrying amount, including goodwill. If based on this qualitative assessment the Company determines it is more likely than not that the fair value of a reporting unit is less than its carrying amount, or if the Company elects not to perform a qualitative assessment, a quantitative assessment is performed to determine whether a goodwill impairment exists at the reporting unit. As of December 31, 2023 the Company determined that its investment in BTA was fully impaired and recorded a loss of $1,271,306 in its Statement of Operations.

	For the year			For the year
	ended			ended
	December 31, 2025			December 31, 2024
Revenue:
Services	$	18,527		$	44,814
Cost of services		-			9,394
Gross margin		18,527			35,420

Operating expenses:
General and administrative expenses		2,573,679			890,435
Share based compensation		628,473			5,285,690
Change in the fair market value of cryptocurrency		(51,367	)		-
Total operating expenses		3,150,785			6,176,125
Operating loss		(3,132,259	)		(6,140,705	)

Other income (expense)
Gain on the extinguishment of debt		233,991			-
Change in derivative liability		755,950			(1,319,366	)
Other income		10,000			-
Realized loss on the sale of cryptocurrency		(258,413	)		-
Gain on the forgiveness of debt		1,545,211			-
Interest expense		(1,135,607	)		(503,003	)
Total other expense (income)		1,151,132			(1,822,369	)
Loss before provision for income taxes		(1,981,127	)		(7,963,076	)
Provision for income taxes		-			-
Net (loss)	$	(1,981,127	)	$	(7,963,076	)

Net loss per share	$	(0.00	)	$	(0.00	)

Weighted average common shares outstanding basic and diluted		3,729,589,754			1,943,159,789

~~Income~~The ~~taxes~~accompanying –notes ~~Deferred tax assets and liabilities~~ are ~~recognized~~an ~~for~~integral ~~expected~~part ~~future consequences~~ of ~~events~~these ~~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 moreF-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.4

AsTHE ofCRYPTO December 31, 2024, we had a net operating loss carryforward for federal income tax purposes of approximately $53,400,000 portions of which will begin to expire in 2037. Utilization of some of the federal and state net operating loss and credit carryforwards are subject to annual limitations due to the “change in ownership” provisions of the Internal Revenue Code of 1986 and similar state provisions. The annual limitations may result in the expiration of net operating losses and credits before utilization.COMPANY

~~Fair~~CONSOLIDATED ~~value~~STATEMENTS ~~measurements~~OF –STOCKHOLDERS’ 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.DEFICIT

	Level 1	Inputs are unadjusted, quoted prices for identical assets or liabilities in active markets at the measurable date.
										Additional					Total
	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.
		Preferred A stock				Common stock				Paid in		Accumulated			Stockholders’
	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.
		Shares		Amount		Shares		Amount		capital		Deficit			Deficit
Balance, December 31, 2023 -Restated			-	$	-		565,709,873	$	565,710	$	39,932,605	$	(46,762,752	)	$	(6,264,437	)
Stock compensation expense					-						332,732					332,732
Stock compensation expenses in connection with the issuance of Preferred A voting stock			10								3,032,710					3,032,710
Adj additional paid in capital											3,000					3,000
Debt discount for warrants											17,998					17,998
Common stock issued for debt conversion							2,467,037,005		2,467,036		356,278					2,823,314
Net loss					-								(7,963,076	)		(7,963,076	)
Balance, December 31, 2024			10	$	-		3,032,746,878	$	3,032,746	$	43,675,323	$	(54,725,828	)	$	(8,017,759	)

F-9

									Additional					Total
	Preferred A stock				Common stock				Paid in		Accumulated			Stockholders’
	Shares		Amount		Shares		Amount		capital		Deficit			Deficit
Balance, December 31, 2024		10	$	-		3,032,746,878	$	3,032,746	$	43,675,323	$	(54,725,828	)	$	(8,017,759	)
Balance		10	$	-		3,032,746,878	$	3,032,746	$	43,675,323	$	(54,725,828	)	$	(8,017,759	)

Issuance of common stock for services						671,538,342		671,538		156,659					828,197

Issuance of warrants for financing fee										167,704					167,704

Common stock issued for note conversion						1,073,329,236		1,073,329		5,680,829					6,754,158

Common stock issued as financing fee						95,043,533		95,044		396,397					491,441

Common stock issued to reduce accrued liabilities						185,633,878		185,634		525,366					711,000

Net loss				-								(1,981,127	)		(1,981,127	)

Balance, December 31, 2025		10		-		5,058,291,867	$	5,058,291	$	50,602,278	$	(56,706,955	)	$	(6,098,523	)
Balance		10		-		5,058,291,867		5,058,291		50,602,278		(56,706,955	)		(6,098,523	)

The ~~carrying~~accompanying ~~amounts~~notes ofare ~~the~~an ~~Company’s~~integral ~~financial~~part ~~assets and liabilities, including cash, accounts payable and accrued expenses approximate fair value because~~ of ~~the~~these ~~short~~consolidated ~~maturity~~financial ~~of these instruments~~statements.

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:F-5

●THE CRYPTO 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 obligationCOMPANY

InCONSOLIDATED ~~order~~STATEMENTS toOF ~~identify~~CASH 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).FLOWS

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.

	For the year			For the year
	ended			ended
	December 31, 2025			December 31, 2024
Cash flows from operating activities:
Net (loss)	$	(1,981,127	)	$	(7,963,076	)
Adjustments to reconcile net loss to net cash (used in) operations:
Share-based compensation		828,197			5,285,690
Change in derivative liability		(755,950	)		1,319,366
Debt discount for warrants		-			17,998
Gain on the forgiveness of debt		(1,545,211	)		-
Warrants issued for financing fee		167,704			-
Gain on the extinguishment of debt		(233,991	)		-
Common stock issued as a financing fee		491,441			-
Cryptocurrency		185,986			-
Amortization of note discount		211,333			-
Change in operating assets and liabilities:
Accounts payable and accrued expenses		1,219,990			526,474
Net cash (used in) operating activities		(1,411,627	)		(813,546	)

Cash flows from financing activities:
Payment of notes payable		(629	)		-
Proceeds from the issuance of convertible notes		1,010,780			-
Proceeds from issuance of notes payable		496,918			742,339
Net cash provided by financing activities		1,507,069			742,339

Net increase (decrease) in cash and cash equivalents		95,442			(71,207	)
Cash and cash equivalents at the beginning of the period		1,763			72,970
Cash and cash equivalents at the end of the period	$	97,205		$	1,763

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Common stock issued to reduce convertible debt	$	1,702,020		$	2,823,314
Common stock issued to reduce accrued liabilities	$	711,000			-

The ~~transaction~~accompanying ~~price~~notes isare ~~the amount of consideration to which~~ an ~~entity~~integral ~~expects~~part 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~~these ofconsolidated ~~the~~financial ~~following:~~statements.

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.F-6

~~The~~THE ~~Company~~CRYPTO ~~adopted ASC 606 as of January 1, 2018 using the modified retrospective transition method for contracts as of the date of initial application.~~COMPANY

~~Share-based~~NOTES ~~compensation~~TO CONSOLIDATED FINANCIAL STATEMENTS

InNOTE ~~accordance~~1 ~~with ASC No. 718, Compensation~~ – ~~Stock~~BASIS ~~Compensation~~OF ~~(“ASC~~PRESENTATION ~~718”),~~AND ~~the~~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.COMPANY

~~Equity~~Basis ~~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.Presentation

FThe 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.

~~The~~Use ~~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.Estimates

~~Net~~The ~~loss~~preparation ~~per~~of ~~common~~the ~~share~~consolidated –financial ~~The~~statements ~~Company~~in ~~reports~~conformity ~~earnings per share (“EPS”)~~ with aGAAP ~~dual~~requires ~~presentation~~management ofto ~~basic~~make ~~EPS~~estimates and assumptions ~~diluted~~that ~~EPS.~~affect ~~Basic~~the ~~EPS~~amounts isreported ~~computed~~in ~~as net income divided by~~ the ~~weighted~~consolidated ~~average~~financial ofstatements ~~common~~and ~~shares~~disclosures ~~for~~made in the ~~period.~~accompanying ~~Diluted~~notes ~~EPS reflects~~to the ~~potential~~consolidated ~~dilution~~financial ~~that~~statements. ~~could~~Significant ~~occur~~estimates ~~from~~and ~~common~~judgments ~~shares~~may ~~issued~~include ~~through~~those ~~stock~~related ~~options,~~to orrevenue ~~warrants. For the year ended December 31~~recognition, ~~2024~~goodwill ~~and~~valuation, ~~the~~asset ~~year~~impairment, ~~ended~~business ~~December~~combination 31accounting, ~~2023,~~and ~~the~~income ~~Company~~taxes. ~~had~~Actual noresults ~~potentially~~could ~~dilutive~~materially ~~common~~differ ~~stock equivalents. Therefore, the basic EPS~~from ~~and~~those ~~the diluted EPS are the same~~estimates.

~~Marketing expense – Marketing expenses are charged to operations, under general and administrative expenses.~~ The ~~Company incurred $-0-~~ ~~of marketing expenses for the year ended December 31, 2024, compared to $26,869 for year ended December 31, 2023.~~Company

~~Reclassifications~~The –Crypto ~~Certain~~Company ~~amounts~~(the “Company”, “Crypto”, “we”, “us” or “our”) was incorporated in the ~~prior~~State ~~period~~of ~~consolidated~~Utah ~~financial~~on ~~statements~~December ~~have~~2, ~~been~~2013, ~~reclassified~~under tothe ~~conform~~name toCroe, Inc. On October 3, 2017, the ~~current~~Company ~~period presentation.~~filed ~~Such~~Articles ~~reclassifications~~of ~~had~~Conversion nowith the ~~effect~~Utah onSecretary of State and the ~~Company’s~~Nevada ~~financial~~Secretary ~~position,~~of ~~results~~State to effectively change its state of ~~operations~~incorporation orto ~~cashflows~~Nevada and filed Articles of Incorporation with the Nevada Secretary of State to change its name to The Crypto Company.

~~NOTE~~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, ~~RECENT~~we ~~ACCOUNTING~~changed ~~PRONOUNCEMENTS~~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 ~~has~~entered ~~implemented~~into ~~all~~a ~~new~~Stock ~~accounting~~Purchase ~~pronouncements~~Agreement ~~that~~effective ~~are~~as inof ~~effect~~March ~~and~~24, ~~that~~2021, ~~may~~with ~~impact~~BTA and its ~~consolidated~~stockholders. ~~financial~~On ~~statements and~~April ~~does~~8, ~~not~~2021, ~~believe~~the Company ~~that~~completed ~~there~~the ~~are~~acquisition ~~any~~of ~~other~~all ~~new~~of ~~pronouncements~~the ~~that~~issued ~~have~~and ~~been~~outstanding ~~issued~~stock ~~that~~of ~~might~~BTA ~~have~~and BTA became a ~~material~~wholly-owned ~~impact~~subsidiary onof ~~its~~the ~~financial~~Company. ~~position~~As ora ~~results~~result of this acquisition, the operations ~~except~~of asBTA ~~noted~~became ~~below:~~consolidated with Company operations on April 8, 2021.

OnDuring ~~November~~the ~~15,~~2024 ~~2019,~~and ~~the~~2025 ~~FASB~~fiscal ~~issued~~years ~~ASU~~the ~~2019-10,~~Company ~~which~~generated ~~(1)~~revenues ~~provides~~and aincurred ~~framework~~expenses toprimarily ~~stagger~~through ~~effective~~the ~~dates~~business ~~for~~of ~~future~~providing ~~major accounting~~consulting ~~standards~~services and ~~(2)~~education ~~amends the effective dates~~ for ~~certain~~distributed ~~major~~ledger ~~new~~technologies ~~accounting standards to give implementation relief to certain types of entities. Specifically~~(“blockchain”), ~~ASU~~for ~~2019-10 amends~~ the ~~effective~~building ~~date~~of ~~for~~technological ~~ASU~~infrastructure and ~~2017-04~~enterprise toblockchain ~~fiscal~~technology ~~years beginning after December 15, 2022, and interim periods therein~~solutions.

~~Early~~BTA ~~adoption~~is ~~continues~~a toblockchain betraining ~~permitted~~company ~~for~~and ~~interim~~service orprovider ~~annual~~that ~~goodwill~~provides ~~impairment~~training ~~tests~~and ~~performed~~educational oncourses ~~testing~~focused ~~dates~~on ~~after~~blockchain ~~January~~technology and 1education, ~~2017. The~~as ~~Company~~well ~~does~~as ~~not anticipate~~ the ~~adoption~~general understanding of ~~ASU~~blockchain ~~2017-04~~to ~~will~~corporate ~~have a material impact on its consolidated financial statements for both annual~~ and ~~interim~~individual ~~reporting periods~~clients.

InWe ~~December~~are ~~2019,~~engaged in the ~~FASB~~business ~~issued~~of ~~ASU~~developing ~~2019-12,~~and ~~Income~~operating ~~Taxes~~blockchain ~~(Topic~~infrastructure ~~740) which enhances~~ and ~~simplifies~~providing ~~various~~consulting ~~aspects~~services ofand ~~the~~education ~~income~~related ~~tax~~to ~~accounting~~blockchain ~~guidance,~~technology. ~~including~~Our ~~requirements~~operations ~~such~~encompass asthe ~~tax~~acquisition, ~~basis~~development, ~~step-up~~and incommercialization ~~goodwill~~of ~~obtained~~blockchain intechnology ~~a transaction that is not a business combination~~assets, enterprise ~~ownership~~blockchain ~~changes in investments~~solutions, and ~~interim~~blockchain-~~period~~based ~~accounting~~platforms. ~~for~~During ~~enacted~~2025 ~~changes~~and in2024, ~~tax~~we ~~law.~~generated ~~The~~revenues ~~amendment~~and ~~will~~incurred beexpenses ~~effective~~primarily ~~for~~through ~~public~~our ~~companies~~consulting ~~with fiscal years beginning after December 15, 2020~~operations.

FSubsequent 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-11built 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.

InNOTE ~~February~~2 ~~2020,~~– ~~the~~SUMMARY ~~FASB~~OF ~~issued~~SIGNIFICANT ~~ASU~~ACCOUNTING 2020-02, Financial Instruments-Credit Losses (Topic 326) and Leases (Topic 842) - Amendments to SEC Paragraphs Pursuant to SEC Staff Accounting Bulletin No. 119 and Update to SEC Section on Effective Date Related to Accounting Standards Update No. 2016-02, Leases (Topic 842) which amends the effective date of the original pronouncement for smaller reporting companies. ASU 2016-13 and its amendments will be effective for us for interim and annual periods in fiscal years beginning after December 15, 2022.POLICIES

InGoing August 2020, the FASB issued ASU 2020-06, Debt - Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging - Contracts in Entity’s Own Equity (Subtopic 815 - 40), (“ASU 2020-06”). ASU 2020-06 simplifies the accounting for certain financial instruments with characteristics of liabilities and equity, including convertible instruments and contracts on an entity’s own equity. The ASU 2020-06 amendments are effective for fiscal years beginning after December 15, 2023, and interim periods within those fiscal years.Concern

~~NOTE~~The 4Company’s –consolidated ~~ACQUISITIONS~~financial ~~AND~~statements ~~AGREEMENTS~~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 $97,205. In addition, the Company’s net loss was $1,981,127 for the year ended December 31, 2025, and the Company’s working capital deficit was $6,210,341 for the year ended December 31, 2025. As of December 31, 2025, the accumulated deficit amounted to $56,706,954. As a result of the Company’s history of losses and financial condition, there is substantial doubt about the ability of the Company to continue as a going concern.

OnThe ~~April~~ability 8,to ~~2021,~~continue ~~the~~as ~~Company~~a ~~completed~~going concern is dependent upon the ~~acquisition~~Company ofgenerating ~~all~~profitable ofoperations in the ~~issued~~future and/or ~~outstanding~~obtaining the ~~stock~~necessary offinancing ~~BTA~~to meet its obligations and ~~BTA~~repay ~~became~~its aliabilities ~~wholly~~arising ~~owned subsidiary~~from ofnormal ~~the~~business ~~Company~~operations when they come due. Management Atis ~~the~~evaluating ~~closing~~different ~~the~~strategies ~~Company~~to ~~delivered~~obtain financing to fund the ~~sellers~~Company’s expenses and achieve a ~~total~~level of ~~$600,000~~revenue adequate into ~~cash,~~support ~~promissory~~the ~~notes~~Company’s incurrent ~~the~~cost ~~total principal~~structure. ~~amount~~Financing ofstrategies ~~$150~~may include,~~000~~ ~~bearing~~but 1%are ~~interest~~not ~~per~~limited ~~annum~~to, ~~and~~private anplacements of ~~aggregate~~capital ofstock, ~~201~~debt borrowings,~~439~~ ~~shares~~partnerships, ofand/or ~~Company~~collaborations. ~~common~~There ~~stock~~can ~~valued~~be atno ~~$604,317~~assurance that any of these future-funding efforts inwill ~~accordance~~be ~~with~~successful. The consolidated financial statements do not include any adjustments relating to the ~~terms~~recoverability and classification of ~~the~~recorded ~~SPA.~~asset ~~Additionally,~~amounts or the ~~Company~~amounts ~~acquired~~and ~~$4,860~~classification inof ~~cash~~liabilities atthat ~~BTA~~might result from the outcome of this uncertainty.

AsBasis ~~a result~~ of ~~the~~presentation ~~foregoing~~– ~~the Company initially recorded goodwill of $1,349,457.~~ The ~~Company~~company ~~conducted~~prepares aits ~~valuation~~consolidated ~~study~~financial onstatements ~~the~~based ~~acquisition of~~upon ~~BTA. The final valuation report determined~~ the ~~amount~~accrual ~~goodwill~~method toof ~~be $740~~accounting,~~469~~ ~~and the remaining $650,000 of the goodwill relates to~~recognizing ~~amortizable~~income ~~intangibles~~when ~~amortized~~earned ~~over~~and aexpenses ~~fifteen-year~~when ~~period, or approximately $54,166 per year~~incurred.

~~During the twelve months ended December 31, 2024 and 2023 the Company recorded $~~F-0- and $43,332, respectively, in amortization expense. During the year ended December 31, 2023 we wrote off all of the goodwill and intangible assets of BTA amounting $1,271,306. As of December 31, 2024 we had no goodwill or intangible assets on our balance sheet.7

AsConsolidation – aThe ~~result~~consolidated offinancial ~~the~~statements ~~operating~~include ~~results~~the ~~for~~accounts ~~BTA,~~of the Company ~~determined~~and ~~that~~ its ~~goodwill~~wholly-owned ~~and~~subsidiaries, ~~intangible~~Blockchain ~~assets~~Training Alliance ~~were~~and ~~fully~~CoinTracking ~~impaired~~LLC aswhich ofis ~~December~~inactive. ~~31,~~All ~~2023~~significant ~~and~~intercompany ~~recorded~~accounts anand ~~impairment~~transactions ~~charge of~~are ~~$1,271,306~~eliminated onin ~~it Statement of Operations~~consolidation.

~~IDI~~Use of ~~Modification~~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.

~~Effective~~Cash ~~October~~and ~~27,~~cash ~~2022,~~equivalents ~~the~~– “The Company ~~entered~~defines ~~into~~its ancash ~~agreement~~and cash equivalents to include only cash on hand and certain highly liquid investments with ~~each~~original maturities of ~~Bitmine~~ninety ~~Immersion~~days ~~Technologies,~~or ~~Inc~~less. ~~(“BIT”)~~ The Company maintains its cash and ~~Innovative~~cash ~~Digital~~equivalents ~~Investors~~at financial institutions, the ~~LLC~~balances ~~(“IDI”)~~of ~~that~~which ~~served~~may, toat ~~terminate~~times, orexceed ~~modify~~federally ~~certain~~insured ~~prior~~limits. ~~agreements~~Management ~~entered~~believes ~~into~~that by the ~~parties~~risk inof ~~February~~loss ~~2022~~due to the concentration is minimal.

~~Pursuant~~Investments toin ancryptocurrency ~~agreement~~– ~~with~~Investments ~~BIT,~~are ~~BIT~~comprised ~~repurchased from the Company all~~ of ~~the~~several ~~Bitcoin~~cryptocurrencies ~~miners purchased by~~ the Company ~~from~~owns, ~~BIT~~including inBitcoin, ~~February~~Avax, ~~2022~~Ethereum, and ~~also~~XRP ~~purchased certain of the Bitcoin miners purchased by the Company from IDI in February 2022. As part of these transactions~~tokens, ~~the parties~~which ~~agreed~~are ~~that~~actively ~~any~~traded ~~remaining~~on ~~amounts~~exchanges ~~due~~and ~~under~~amounted ~~the promissory note delivered by the Company~~ to ~~BIT~~a intotal ~~February 2022 in the original principal amount~~ of $~~168~~123,~~750~~794 ~~was~~as ~~cancelled and extinguished. BIT delivered cash consideration~~ of ~~$212~~December 31,~~750~~ to2025. ~~the~~The ~~Company~~dollar ~~to pay the remainder~~value of ~~the~~each ~~consideration~~token ~~owed~~is toas ~~the Company to repurchase the miners it delivered to the Company in February 2022 and to purchase certain miners IDI sold to the Company in February 2022.~~follows:

~~In addition,~~SCHEDULE ~~pursuant~~OF toDOLLAR anVALUE ~~agreement~~ACTIVELY ~~with~~TRADED ~~IDI,~~ON IDI repurchased from the Company certain Bitcoin miners purchased by the Company from IDI in February 2022. The Company and IDI agreed that any remaining amounts due under the promissory note delivered by the Company to IDI in February 2022 in the original principal amount of $348,000 was cancelled and extinguished. IDI also agreed to sell and deliver 20 new Bitcoin miners to the Company. As part of the agreements and accommodations by the Company, IDI and BIT the parties terminated the hosting agreement between the Company, BIT and IDI entered into in February 2022.EXCHANGES

As a result of these transactions the Company no longer owns any of the Bitcoin miners it acquired in February 2022 and each of the promissory notes delivered by the Company in February 2022 to BIT and IDI are satisfied and extinguished in full.


Bitcoin	$	87,534
Avax	$	9,019
Ethereum	$	15,053
XRP	$	1,775
USDC (stablecoin)	$	10,413
Total	$	123,794

FAs a result of adopting ASC 350-1260, 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.

~~NOTE~~As 5of –December ~~RELATED~~31, ~~PARTY~~2025, ~~TRANSACTIONS~~and December 31, 2024, there was $123,794 and $-0-, respectively, in investments in cryptocurrency on the Company’s Balance Sheet.

~~Effective~~Equipment ~~September~~– 5,Equipment ~~2024,~~is ~~the~~recorded ~~Company~~at ~~amended~~cost ~~its Articles of Incorporation (the “Articles”), to amend~~ and ~~restate~~depreciated ~~Sections 1~~using ~~and 2 of Article 4 of~~ the ~~Articles~~straight-line tomethod ~~increase~~over the ~~number~~estimated ofuseful ~~authorized~~life, ~~shares~~ranging offrom ~~the Company’s common stock (“Common~~3 ~~Stock”)~~three ~~from 2,000,000,000~~ to ~~19,000,000,000~~five ~~and~~years. ~~create~~Normal arepairs ~~new~~and ~~class~~maintenance ofare ~~stock,~~expensed ~~par~~as ~~value $0~~incurred.~~001~~ ~~per~~Expenditures ~~share,~~that ~~designated~~materially asadapt, ~~Series A Preferred Stock consisting of 10 authorized shares~~improve, asor ~~set forth in Certificate of Amendment~~alter to the ~~Articles~~nature of ~~Incorporation (~~the ~~“Amendment”).~~underlying ~~Pursuant~~assets toare ~~the~~capitalized. ~~Amendment,~~When ~~Common~~equipment ~~Stock~~is ~~and~~retired ~~Preferred Stock~~or ~~are~~otherwise ~~identical~~disposed ~~in all respects~~of, ~~except~~the ~~that~~cost ~~each~~and ~~share~~related accumulated ofdepreciation ~~Common~~are ~~Stock~~removed isfrom ~~entitled~~the toaccounts, ~~one vote~~ and ~~each~~the ~~share~~resulting ofgain ~~Preferred~~or ~~Stock~~ loss is ~~entitled~~credited toor ~~950,000,000~~charged ~~votes. The shares are not convertible~~ to ~~common stock~~income.

~~On the same~~Business ~~date~~combination ~~the~~– ~~Company~~The ~~entered~~purchase ~~into~~price aof ~~stock~~an ~~agreement~~acquired ~~(the~~company ~~“Stock~~is ~~Agreement”)~~allocated ~~with,~~between ~~the~~tangible ~~Company’s~~and ~~CEO~~intangible ~~Ronald~~assets ~~Levy~~acquired ~~pursuant~~and liabilities toassumed ~~which~~from the ~~Company~~acquired ~~issued~~business abased ~~total~~on oftheir ~~ten~~estimated ~~(10)~~fair ~~shares~~values, ofwith the ~~Company’s~~residual ~~Series~~of Athe ~~preferred~~purchase ~~stock~~price ~~(“Preferred~~recorded ~~Stock”) Mr~~as goodwill. The ~~Levy~~results ~~also~~of ~~serves~~operations ~~Interim~~of ~~Chief~~acquired ~~Financial~~businesses ~~Officer,~~are ~~Chief~~included ~~Operating~~in ~~Officer,~~our ~~Chairman~~operating ofresults ~~the~~from ~~Board, Secretary, and a member of~~ the ~~Board of~~dates ~~Directors~~ of ~~the Company~~acquisition.

~~Although~~Goodwill and intangible assets – The Company records the ~~shares~~excess ~~are~~of ~~not~~purchase ~~convertible~~price toover ~~common~~the ~~stock~~fair ~~these~~value ~~Series~~of Athe ~~Preferred~~tangible ~~Shares~~and identifiable ~~enable~~intangible ~~Mr.~~assets ~~Levy~~acquired toas ~~exercise~~goodwill. ~~control~~Intangible ~~over~~assets resulting from the ~~Company,~~acquisitions soof ~~the~~entities ~~company~~accounted ~~used~~for using the ~~equity~~purchase method ~~methos~~of toaccounting ~~value~~are recorded at the ~~shares.~~estimated ~~The~~fair 10value ~~Series~~of ~~A Preferred~~the ~~shares~~assets ~~convertible~~acquired. ~~shares~~Identifiable ~~can~~intangible beassets ~~converted~~are ~~into~~comprised 9of purchased customer relationships,~~500~~ trade names,~~000,000~~ ~~voting~~and ~~shares~~developed technologies. asIntangible ofassets ~~December~~subject ~~31,~~to ~~2024~~amortization ~~the~~are ~~Company~~amortized ~~had~~over ~~3,032,746,878~~the ~~shares~~period ~~outstanding.~~of ~~The company~~ estimated ~~that~~economic ~~the~~benefit ~~voting~~of ~~shares~~five ~~could~~years. ~~not~~In ~~exceed~~accordance ~~the~~with ~~number~~ASC of350, ~~shares~~Intangibles ~~outstanding~~– Goodwill and Other (“ASC ~~used~~350”), ~~that~~goodwill ~~level~~and ofother ~~shares~~intangible toassets ~~value~~with ~~the~~indefinite ~~common~~lives ~~stock~~are ~~which~~not ~~was~~amortized ~~trading~~but attested ~~$0.001~~annually, ~~resulted~~on inDecember ~~stock~~31, ~~based~~or ~~compensation~~more frequently if the Company believes indicators of ~~$3,032,710 which~~impairment ~~was~~exist. ~~also~~Indefinite-lived ~~equivalent~~intangible toassets ~~the~~also ~~market~~include ~~capitalization~~investments onin ~~that~~cryptocurrency (see ~~date,~~Investments in Cryptocurrency).

~~NOTE 6 – NOTE PAYABLE~~F-8

●The OnCompany ~~June~~assesses 10whether 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, ~~2020~~including goodwill. If based on this qualitative assessment, the Company determines ~~received~~it ais ~~loan~~more ~~from~~likely ~~the~~than ~~Small~~not ~~Business~~that ~~Administration~~the fair value of ~~$12~~a reporting unit is less than its carrying amount,~~100~~ ~~(the~~or ~~“2020~~if ~~SBA~~the ~~Loan”).~~Company ~~The~~elects ~~2020~~not ~~SBA~~to ~~Loan~~perform ~~bears~~a ~~interest~~qualitative assessment, a quantitative assessment is performed to determine whether a goodwill impairment exists at the 3reporting unit.~~75%~~ ~~per~~As ~~annum~~of December 31, 2023, the Company determined that its investment in BTA was fully impaired and isrecorded ~~payable~~a ~~over~~loss of 30$1,271,306 ~~years~~in ~~with~~its ~~all~~Statement ~~payments~~of Operations. As of ~~principal~~December 31, 2025 and ~~interest~~December ~~deferred~~31, ~~for~~ 2024, the ~~first~~Company 12had ~~months~~no goodwill or intangible assets.

●Income Ontaxes ~~February~~– 2,Deferred ~~2021,~~tax ~~the~~assets ~~Company~~and ~~received~~liabilities aare ~~loan~~recognized ~~from~~for ~~the~~expected ~~Small~~future ~~Business~~consequences ~~Administration~~ of ~~$18,265~~events (that have been included in the ~~“2021~~consolidated ~~SBA~~financial ~~Loan”)~~statements or tax returns. ~~The~~ ~~2021~~Under ~~SBA~~the ~~Loan~~asset ~~bears~~and ~~interest~~liability atmethod, 1%deferred ~~per~~income ~~annum~~tax assets and isliabilities are ~~payable~~determined ~~over~~based 5on ~~years~~the ~~with~~differences ~~all~~between ~~payments~~the financial reporting and tax bases of ~~principal~~assets and ~~interest~~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 ~~first~~period 10in ~~months~~deferred tax assets and liabilities.

AsWhen tax ofreturns ~~December~~are 31filed, ~~2024~~it is highly certain that some positions taken would be sustained upon examination by the ~~total~~taxing authorities, ~~due~~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 ~~SBA~~position ~~loans~~will ~~amounted~~be tosustained ~~$12~~upon examination,~~625~~ 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.

~~F-13~~As of December 31, 2025, we had a net operating loss carryforward for federal income tax purposes of approximately $30,000,000 portions of which will begin to expire in 2037. Utilization of some of the federal and state net operating loss and credit carryforwards are subject to annual limitations due to the “change in ownership” provisions of the Internal Revenue Code of 1986 and similar state provisions. The annual limitations may result in the expiration of net operating losses and credits before utilization.

●Fair Onvalue ~~May~~measurements 3,– ~~2022,~~The ~~the~~ Company ~~borrowed~~recognizes ~~funds~~and ~~pursuant~~discloses to the ~~terms~~fair value of aits ~~Securities~~assets ~~Purchase~~and ~~Agreement~~liabilities ~~(the~~using ~~“May~~a ~~AJB~~hierarchy ~~SPA”) entered~~that ~~into~~prioritizes ~~with~~the ~~AJB,~~inputs ~~and~~to ~~issued~~valuation atechniques ~~Promissory~~used ~~Note~~to inmeasure ~~the~~fair ~~principal~~value. ~~amount~~The ofhierarchy ~~$1,180,000~~gives (the ~~“May~~highest ~~AJB~~priority ~~Note”)~~ to ~~AJB~~valuations based upon unadjusted quoted prices in aactive ~~private transaction~~markets for aidentical ~~purchase~~assets ~~price~~or ofliabilities ~~$900,000~~ (~~giving~~Level ~~effect~~1 tomeasurements) aand ~~10%~~the ~~original~~lowest ~~issue~~priority ~~discount).~~to valuations Inbased ~~connection~~upon ~~with~~unobservable ~~the~~inputs ~~sale~~that ofare ~~the~~significant ~~AJB Note,~~to the ~~Company~~valuation ~~also~~(Level ~~paid~~3 ~~certain~~measurements). ~~fees~~Each ~~and~~level ~~due~~of ~~diligence~~input ~~costs~~has different levels of ~~AJB~~subjectivity and ~~brokerage~~difficulty ~~fees~~involved toin ~~J.H.~~determining ~~Darbie~~fair ~~& Co~~value.~~, a registered broker-dealer.~~

At the closing the Company repaid all obligations owed to AJB pursuant to a 10% promissory note in the principal amount of $750,000 issued in favor of AJB in January 2022 as generally described above. After the repayment of that promissory note, and after payment of the fees and costs, the $138,125 net proceeds from the issuance of the May AJB Note are expected to be utilized for working capital and other general corporate purposes.

	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 ~~maturity~~carrying ~~date~~amounts of the ~~May ABJ Note is November 3, 2022, but it may be extended by the~~ Company for six months with the interest rate to increase during the extension period. The May AJB Note bears interest at 10% per year, and principal and accrued interest is due on the maturity date. The Company may prepay the May AJB Note at any time without penalty. Under the terms of the May AJB Note, the Company may not sell a significant portion of its assets without the approval of AJB, may not issue additional debt that is not subordinate to AJB, must comply with the Company’s ~~reporting~~financial ~~requirements~~assets ~~under~~and ~~the Securities Exchange Act of 1934~~liabilities, ~~and~~including ~~must maintain the listing of the Company’s common stock on the OTC Market or other exchange~~cash, ~~among~~accounts ~~other~~payable ~~restrictions~~ and ~~requirements.~~accrued ~~The~~expenses ~~Company’s~~approximate ~~failure~~fair tovalue ~~make~~because ~~required~~of ~~payments under~~ the ~~May~~short ~~AJB~~maturity ~~Note or to comply with any~~ of these ~~covenants, among other matters, would constitute an event of default~~instruments. Upon an event of default under the May AJB SPA or May AJB Note, the May AJB Note will bear interest at 18%, AJB may immediately accelerate the May AJB Note due date, AJB may convert the amount outstanding under the May AJB Note into shares of Company common stock at a discount to the market price of the stock, and AJB will be entitled to its costs of collection, among other penalties and remedies.

F-149

~~Following~~Revenue anrecognition ~~event~~– ofThe ~~default,~~Company ~~and~~recognizes ~~subject~~revenue tounder ~~certain~~ASC ~~limitations~~606, ~~the~~Revenue ~~outstanding~~from ~~amount~~Contracts ofwith ~~the~~Customers ~~Note~~(“ASC ~~may be converted into shares of Company common stock~~606”). The ~~Amounts~~core ~~due~~principle ~~under the Note would be converted into shares~~ of the ~~Company’s~~new ~~common~~revenue ~~stock~~standard atis athat ~~conversion price equal to 75% of the lowest trading price with~~ a ~~10-day~~company ~~lookback~~should ~~immediately~~recognize ~~preceding~~revenue ~~the~~to ~~date~~depict ~~of conversion. In no event may~~ the ~~lender~~transfer ~~effect a conversion if such conversion, along with all other shares~~ of ~~Company~~promised ~~common~~goods ~~stock beneficially owned by the lender and its affiliates~~or ~~would~~services ~~exceed~~to ~~4.99%~~customers ofin ~~the outstanding shares of Company common stock. In addition, upon the occurrence and during the continuation of~~ an ~~event~~amount ofthat ~~default~~reflects the ~~Note~~consideration ~~will~~to ~~become~~which ~~immediately due and payable and~~ the ~~Company~~company ~~shall~~expects ~~pay~~ to ~~the~~be ~~lender,~~entitled in ~~full~~exchange ~~satisfaction~~for ofthose ~~its~~goods ~~obligations~~or ~~thereunder, additional amounts as set forth in the Note~~services. AsThe ~~December~~following ~~31,~~five ~~2024~~steps ~~the~~are ~~principal~~applied ~~balance~~to onachieve ~~the~~that ~~Note~~core ~~was $1,180,000~~principle:

● On ~~February~~Step 2,1: ~~2023,~~Identify the ~~Company~~contract ~~borrowed funds pursuant to a SPA entered into~~ with ~~Fast~~the ~~Capital,~~customer ~~LLC~~● ~~(“Fast~~Step ~~Capital”),~~2: ~~and Fast~~Identify ~~Capital purchased a 10% convertible promissory note (~~the ~~“Fast~~performance ~~Capital~~obligations ~~Note”) from the Company~~ in the ~~aggregate~~contract ~~principal amount~~● ofStep ~~$115,000.~~3: ~~The~~Determine ~~Fast~~the ~~Capital~~transaction ~~Note~~price ~~has~~● anStep ~~original~~4: ~~issue~~Allocate ~~discount of $10,000, resulting in gross proceeds to~~ the ~~Company~~transaction ofprice ~~$105,000. Pursuant~~ to the ~~SPA,~~performance ~~the~~obligations ~~Company agreed to reimburse Fast Capital for certain fees~~ in ~~connection with entry into~~ the ~~SPA~~contract ~~and~~● ~~the~~Step ~~issuance of~~5: ~~the~~Recognize ~~Fast~~revenue ~~Capital~~when ~~Note. The SPA contains certain covenants and customary representations and warranties by~~ the Company ~~and~~satisfies ~~Fast~~a ~~Capital typically~~performance ~~contained in such documents.~~obligation

~~The~~In ~~maturity~~order ~~date~~to ofidentify the ~~Fast~~performance ~~Capital~~obligations ~~Note~~in isa ~~January~~contract 30with a customer, ~~2024~~a company must assess the promised goods or services in the contract and identify each promised good or service that is distinct. ~~The~~A ~~Fast~~performance ~~Capital~~obligation ~~Note~~meets ~~bears~~ASC ~~interest~~606’s atdefinition of a ~~rate~~“distinct” good or service (or bundle of ~~10%~~goods ~~per~~or ~~annum~~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 athe ~~default~~entity’s promise to transfer the good or service to the customer is ~~interest~~separately ofidentifiable ~~24%~~from ~~per~~other ~~annum~~promises in the contract (i.e., ~~Interest~~the promise to transfer the good or service is ~~payable~~distinct inwithin ~~shares~~the context of ~~Company~~the ~~common stock~~contract).

~~For~~If ~~the~~a ~~first~~good ~~six~~or ~~months,~~service ~~the~~is ~~Company~~not ~~has~~distinct, the ~~right~~good toor ~~prepay~~service ~~principal~~is ~~and~~combined ~~accrued~~with ~~interest~~other ~~due~~promised ~~under~~goods ~~the~~or ~~Fast~~services ~~Capital~~until ~~Note at~~ a ~~premium~~ bundle of ~~between~~goods ~~15%~~or ~~and~~services is ~~40%~~identified ~~depending~~that ~~on when it~~ is ~~repaid~~distinct. ~~The Fast Capital Note may not be prepaid after the 180th day of its issuance.~~

~~Fast~~The ~~Capital~~transaction ~~has~~price ~~the~~is ~~right at any time after~~ the ~~six-month~~amount ~~anniversary~~ of ~~the~~consideration ~~date~~to ofwhich ~~issuance~~an ofentity ~~the~~expects ~~Fast Capital Note~~ to ~~convert~~be ~~all~~entitled ~~or any~~in ~~part~~exchange offor ~~the~~transferring ~~outstanding~~promised ~~and~~goods or ~~unpaid~~services ~~principal amount of the Fast Capital Note into Company common stock, subject~~ to a ~~beneficial ownership limitation~~customer. The ~~conversion~~consideration ~~price~~promised ofin ~~the~~a ~~Fast~~contract ~~Capital~~with ~~Note~~a ~~equals~~customer ~~60%~~may ofinclude ~~the~~fixed ~~lowest~~amounts, ~~closing~~variable ~~price~~amounts, ofor ~~the Company’s common stock~~both. ~~for~~When determining the 20transaction ~~prior trading days~~price, ~~including~~an ~~the~~entity ~~day~~must ~~upon~~consider ~~which~~the aeffects ~~notice~~ of ~~conversion~~all isof ~~delivered.~~the following:

~~The~~Variable ~~Fast~~consideration ~~Capital~~is ~~Note~~included ~~contains~~in ~~various~~the ~~covenants~~transaction ~~standard~~price ~~and~~only ~~customary events of default such as failing~~ to ~~timely make payments under~~ the ~~Fast~~ ~~Capital~~extent ~~Note~~that ~~when~~it ~~due,~~is ~~the~~probable ~~failure~~that ~~to maintain~~ a ~~listing~~significant onreversal ~~the~~in ~~OTC Markets or~~ the ~~Company~~amount ~~defaulting~~of cumulative onrevenue ~~any~~recognized ~~other~~will ~~note~~not oroccur ~~similar debt~~when ~~obligation into which~~ the ~~Company~~uncertainty ~~has~~associated ~~entered~~with ~~and~~the ~~failed~~variable toconsideration ~~cure~~is ~~within~~subsequently ~~the applicable grace period~~resolved. The ~~occurrence~~transaction ofprice ~~any~~is ofallocated ~~the events of default, entitle First Capital, among other things,~~ to ~~accelerate~~each ~~the~~performance ~~due~~obligation ~~date~~on ofa ~~the~~relative ~~unpaid~~standalone ~~principal~~selling ~~amount~~price ~~of,~~basis. ~~and~~The ~~all~~transaction ~~accrued~~price ~~and~~allocated ~~unpaid~~to ~~interest~~each ~~on,~~performance ~~the~~obligation ~~Fast~~is ~~Capital~~recognized ~~Note.~~when ~~Upon~~that anperformance ~~“Event~~obligation ofis ~~Default”~~satisfied, ~~interest shall accrue~~ at a ~~default~~point ~~interest~~in ~~rate of~~time ~~24%,~~or ~~and~~over ~~certain defined events of default may give rise to other remedies (such~~ time as, ~~if the Company is delinquent in its periodic report filings with the Securities and Exchange Commission then the conversion price of the Fast Capital Note may be decreased)~~appropriate.

~~F-15~~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.

AsShare-based ~~of December 31, 2024, the balancing remaining under the Fast Capital Note is $8,784~~compensation

●In Onaccordance ~~June~~with ~~23,~~ASC ~~2023~~No. 718, ~~the~~Compensation ~~Company~~– ~~borrowed~~Stock ~~funds~~Compensation ~~pursuant to the terms of a Securities Purchase Agreement~~ (~~the~~ “~~AJB~~ASC ~~SPA~~718”) ~~entered into with AJB~~, ~~and issued a Promissory Note in~~ the ~~principal~~Company ~~amount~~measures ~~of $550,000 (~~the ~~“AJB~~compensation ~~June Note”) to AJB in a private~~costs ~~transaction for a purchase price~~ of ~~$500,000~~share-based ~~(giving~~compensation ~~effect~~arrangements tobased aon ~~10%~~the ~~original~~grant ~~issue~~date ~~discount).~~fair Invalue ~~connection with the sale~~ of ~~the~~granted ~~AJB June~~instruments ~~Note, the Company also paid certain fees~~ and ~~due~~recognizes ~~diligence~~the costs toin ~~AJB’s~~the ~~management company and legal counsel. After payment~~consolidated offinancial ~~the~~statements ~~fees~~over ~~and costs,~~ the ~~net~~period ~~proceeds~~during ~~to the Company were $487,500,~~ which ~~will~~employees beare ~~used~~required ~~for~~to ~~working~~provide ~~capital~~services. ~~and~~Share-based ~~other~~compensation ~~general~~arrangements ~~corporate~~include ~~purposes,~~stock ~~provided that up to $200,000 may be drawn upon for potential acquisitions~~options.

~~The~~Equity ~~maturity~~instruments ~~date~~(“instruments”) ofissued ~~the~~to ~~AJB~~non-employees ~~June~~are ~~Note~~recorded ison ~~January~~the ~~23,~~basis ~~2024.~~of ~~The~~the ~~AJB~~fair ~~June~~value ~~Note~~of ~~bears~~the ~~interest at 12% per year~~instruments, ~~and~~as ~~principal and accrued interest~~required isby ~~due~~ASC ~~on the maturity date~~718. ~~The~~ASC ~~Company may prepay the AJB June Note at any time without penalty~~No. ~~The AJB June Note contains standard and customary events of default~~505, ~~such~~Equity ~~as,~~Based ~~among~~Payments ~~other~~to ~~restrictions~~Non-Employees ~~and~~(“ASC ~~requirements~~505”), ~~that~~defines the ~~Company~~measurement ~~timely~~date ~~make~~and ~~payments under the~~recognition ~~AJB~~period ~~June~~for ~~Note;~~such ~~the~~instruments. ~~Company~~In ~~may~~general, ~~not sell a significant portion of its assets without~~ the ~~approval~~measurement ofdate ~~AJB;~~is ~~the~~(a) ~~Company~~when ~~may~~a ~~not~~performance ~~issue~~commitment, ~~additional debt~~as ~~that~~defined, is ~~not~~reached ~~subordinate~~or to(b) ~~AJB;~~ when the ~~Company~~earlier ~~must~~of ~~comply~~(i) ~~with~~ the ~~reporting~~non-employee ~~requirements~~performance ~~under~~is ~~the~~complete ~~Securities Exchange Act of 1934;~~ and ~~the~~(ii) ~~Company must maintain~~ the ~~listing~~instruments ofare ~~the Company’s common stock on the OTC Market or other exchange~~vested. The ~~Company’s breach~~compensation ofcost ~~any~~is ~~representation or warranty, or failure to comply with the covenants would constitute an event of default. Upon an event~~remeasured ofat ~~default~~fair ~~under~~value ~~the AJB SPA or AJB June Note, the AJB June Note will bear interest~~ at ~~18%;~~each ~~AJB~~reporting ~~may~~period ~~immediately~~when ~~accelerate~~ the ~~AJB~~award ~~June Note~~vests. ~~due~~As ~~date; AJB may convert the amount outstanding under the AJB June Note into shares of Company common stock at~~ a ~~discount~~result, ~~to the market price of the~~ stock; ~~and~~option-based ~~AJB~~payments ~~will be entitled~~ to ~~its~~non-employees ~~costs~~can ofresult ~~collection,~~in significant ~~among~~volatility ~~other~~in ~~penalties~~compensation ~~and remedies~~expense.

AsThe Company accounts for its share-based compensation using the Black-Scholes model to estimate the fair value of ~~December~~stock ~~31,~~option ~~2024~~awards. Using this model, fair value is calculated based on assumptions with respect to the ~~balancing~~(i) ~~remaining~~expected ~~under~~volatility of the ~~AJB~~Company’s ~~June~~common ~~Note~~stock price, (ii) expected life of the award, which for options is ~~$981~~the period of time over which employees and non-employees are expected to hold their options prior to exercise,~~358~~ and (iii) risk-free interest rate.

● On November 13, 2023, the Company borrowed funds pursuant to the terms of a Securities Purchase Agreement (the “Nov. SPA”) entered into with AJB, and issued a Promissory Note in the principal amount of $500,000 to AJB (the “Nov. Note”) in a private transaction for a purchase price of $425,000 (giving effect to an original issue discount). After payment of the fees and costs, the net proceeds to the Company were $405,000, which will be used for working capital and other general corporate purposes.F-10

~~The~~Net ~~maturity~~loss ~~date~~per ofcommon ~~the~~share ~~Nov.~~– ~~Note~~The isCompany ~~May~~reports ~~10,~~earnings ~~2024.~~per ~~The~~share ~~Nov.~~(“EPS”) ~~Note~~with ~~bears~~a ~~interest~~dual atpresentation ~~12%~~of ~~per~~basic ~~year,~~EPS and diluted ~~principal~~EPS. ~~and~~Basic ~~accrued~~EPS ~~interest~~ is ~~due on~~computed ~~the~~as ~~maturity~~net ~~date.~~income ~~The~~divided ~~Company~~by ~~may prepay~~ the ~~Nov.~~weighted ~~Note~~average atof ~~any~~common ~~time~~shares ~~without~~for ~~penalty~~the period. ~~The~~Diluted ~~Company’s~~EPS ~~failure to make required~~reflects ~~payments under~~ the ~~Nov.~~potential ~~Note~~dilution orthat tocould ~~comply~~occur ~~with~~from ~~various~~common ~~covenants,~~shares ~~among~~issued ~~other~~through ~~matters~~stock options, ~~would~~or ~~constitute~~warrants. anFor ~~event~~the ofyear ~~default.~~ended ~~Upon~~December an31, ~~event~~2025 ofand ~~default under~~ the ~~Nov.~~year ~~SPA~~ended orDecember ~~the Nov. Note~~31, ~~the Nov. Note will bear interest at 18%~~2024, ~~AJB may immediately accelerate~~ the ~~Nov. Note~~Company ~~due~~had ~~date,~~no ~~AJB~~potentially ~~may~~dilutive ~~convert~~common ~~the~~stock ~~amount~~equivalents ~~outstanding~~since ~~under~~ the ~~Nov. Note into shares of~~ Company ~~common~~was ~~stock at~~ in a ~~discount~~loss toposition ~~the~~and ~~market price~~inclusion of ~~the~~any ~~stock,~~equivalents ~~and~~would ~~AJB will~~ be ~~entitled~~anti-dilutive. toTherefore, ~~its~~the ~~costs~~basic ofEPS ~~collection,~~and ~~among~~the ~~other~~diluted ~~penalties~~EPS ~~and~~are ~~remedies~~the same.

AsReclassifications of– ~~December~~Certain ~~31,~~amounts ~~2024,~~in the ~~balancing~~prior ~~remaining~~period ~~under~~consolidated financial statements have been reclassified to conform to the ~~AJB~~current ~~June~~period presentation. ~~Note~~Such isreclassifications ~~$176~~had no effect on the Company’s financial position,~~668~~ results of operations or cashflows.

●NOTE On3 ~~January~~– ~~30,~~RECENT ~~2024,~~ACCOUNTING the Company borrowed funds pursuant to the terms of a Securities Purchase Agreement (the “January 30, 2024 SPA”) entered into with AJB, and issued a Promissory Note in the principal amount of $50,000 to AJB (the “January 30, 2024 Note”) in a private transaction for a purchase price of $42,500 (giving effect to an original issue discount). After payment of the fees and costs, the net proceeds to the Company were $40,000, which will be used for working capital and other general corporate purposes.PRONOUNCEMENTS

~~F-16~~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.

~~The~~NOTE ~~maturity~~4 ~~date~~– ofACQUISITIONS ~~the~~AND January 30, 2024 Note is July 30, 2024, 2024. The Nov. Note bears interest at 12% per year, and principal and accrued interest is due on the maturity date. The Company may prepay the Nov. Note at any time without penalty. The Company’s failure to make required payments under the Nov. Note or to comply with various covenants, among other matters, would constitute an event of default. Upon an event of default under the Nov. SPA or the Nov. Note, the Nov. Note will bear interest at 18%, AJB may immediately accelerate the Nov. Note due date, AJB may convert the amount outstanding under the Nov. Note into shares of Company common stock at a discount to the market price of the stock, and AJB will be entitled to its costs of collection, among other penalties and remedies.AGREEMENTS

AsOn ofNovember ~~December~~26, 312025, ~~2024~~the Company entered into a Debt Conversion Agreement with AJB Capital Investments LLC. As of the closing, the ~~balancing~~Company had ~~remaining~~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 ~~June~~446,447,338 ~~Note~~shares isof the Company’s Common Stock (the “Conversion Shares”), paid AJB $50500,000 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.

~~All~~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 ~~principal~~obligation ~~balance~~to ~~remain~~be ~~unpaid~~evidenced asby an amended and restated promissory note (the “New Note”), which shall represent the sole remaining outstanding amount of ~~December~~the 31Obligations 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 OnAgreement ~~February~~included ~~20,~~a ~~2024,~~leak-out ~~the~~provision ~~Company~~under ~~borrowed~~which, ~~funds~~upon ~~pursuant~~closing, toAJB ~~the~~cannot ~~terms~~sell, ~~of a Securities Purchase Agreement (the “February 20~~transfer, ~~2024 SPA”)~~or ~~entered~~otherwise ~~into~~dispose ~~with~~of ~~AJB,~~Conversion Shares and ~~issued~~Warrant aShares ~~Promissory Note~~ in the ~~principal~~aggregate ~~amount~~in excess of ~~$53,000 to~~fifteen ~~AJB~~percent (~~the “February 20, 2024 Note”~~15%) ~~in a private transaction for a purchase price~~ of ~~$45,050 (giving~~the ~~effect~~five-day tovolume-weighted anaverage ~~original~~trading ~~issue~~volume ~~discount). After payment~~ of the Company’s ~~fees~~Common ~~and costs~~Stock, ~~the~~or ~~net proceeds to the Company were $40~~20,~~050~~000,000 ~~which~~shares ~~will~~per betrading ~~used~~day, ~~for~~without ~~working~~the ~~capital~~prior ~~and~~written ~~other~~consent ~~general corporate~~of ~~purposes~~the Company.

~~The~~On ~~maturity~~April ~~date~~8, of2021, the ~~February~~Company ~~20,~~completed ~~2024~~the ~~Note~~acquisition ~~is August~~of ~~20,~~all ~~2024.~~of ~~The~~the ~~Nov.~~issued ~~Note~~and ~~bears~~outstanding ~~interest~~stock ~~at 12%~~of ~~per~~BTA ~~year,~~ and ~~principal and~~BTA ~~accrued~~became ~~interest~~a iswholly ~~due~~owned subsidiary onof the ~~maturity date~~Company. ~~The~~At ~~Company~~the ~~may~~closing, ~~prepay~~ the ~~Nov. Note at any time without penalty. The~~ Company~~’s failure~~ delivered to ~~make required payments under~~ the ~~Nov.~~sellers ~~Note~~a ortotal toof ~~comply with various covenants~~$600,000 ~~among~~in ~~other matters~~cash, ~~would~~promissory ~~constitute~~notes anin ~~event~~the oftotal ~~default.~~principal ~~Upon~~amount ~~an event~~ of ~~default under the Nov. SPA or the Nov. Note~~$150,000 ~~the~~bearing ~~Nov.~~1% ~~Note will bear~~ interest ~~at 18%~~per annum, ~~AJB~~and ~~may~~an ~~immediately accelerate~~aggregate ~~the~~of ~~Nov. Note due date~~201,439 ~~AJB may convert the amount outstanding under the Nov. Note into~~ shares of Company common stock valued at a$604,317 ~~discount~~in toaccordance with the ~~market~~terms ~~price~~ of the ~~stock~~SPA. Additionally, ~~and~~the ~~AJB~~Company ~~will~~acquired ~~be entitled to its costs of collection~~$4,860 ~~among~~in ~~other~~cash ~~penalties~~at ~~and remedies~~BTA.

● On February 29, 2024, the Company borrowed funds pursuant to the terms of a Securities Purchase Agreement (the “February 29, 2024 SPA”) entered into with AJB, and issued a Promissory Note in the principal amount of $159,000 to AJB (the “February 29, 2024 Note”) in a private transaction for a purchase price of $135,000 (giving effect to an original issue discount). After payment of the fees and costs, the net proceeds to the Company were $130,000, which will be used for working capital and other general corporate purposes.F-11

~~The~~As ~~maturity~~a ~~date~~result of the ~~February~~foregoing ~~29, 2024 Note is August 29, 2024. The Nov. Note bears interest at 12% per year, and principal and accrued interest is due on~~ the ~~maturity date. The~~ Company ~~may~~initially ~~prepay~~recorded ~~the~~goodwill ~~Nov.~~of ~~Note at any time without penalty~~$1,349,457. The Company’s ~~failure to~~conducted ~~make~~a ~~required~~valuation ~~payments~~study ~~under~~on the ~~Nov. Note or to comply with various covenants, among other matters, would constitute an event of~~acquisition ~~default. Upon an event~~ of ~~default under the Nov~~BTA. ~~SPA~~The orfinal ~~the~~valuation ~~Nov.~~report ~~Note,~~determined the ~~Nov.~~amount ~~Note~~goodwill ~~will~~to ~~bear~~be ~~interest at 18%~~$740,469 ~~AJB~~and ~~may immediately accelerate~~ the ~~Nov.~~remaining ~~Note due date~~$650,000 ~~AJB~~of ~~may convert~~ the ~~amount~~goodwill ~~outstanding~~relates ~~under~~to amortizable ~~the~~intangibles ~~Nov.~~amortized ~~Note~~over ~~into shares of Company common stock at~~ a ~~discount~~fifteen-year ~~to the market price of the stock~~period, ~~and~~or ~~AJB~~approximately ~~will be entitled to its costs of collection~~$54,166 ~~among~~per ~~other penalties and remedies~~year.

●During Onthe ~~April~~year 12ended December 31, ~~2024~~2023, the Company ~~borrowed~~wrote ~~funds~~off ~~pursuant~~all ~~to the terms~~ of ~~a Securities Purchase Agreement (~~the ~~“April~~goodwill ~~12, 2024 SPA”) entered into with AJB,~~ and ~~issued~~intangible aassets ~~Promissory Note in the principal amount~~ of ~~$185,555 to~~BTA ~~AJB~~amounting ~~(the “April 12, 2024 Note”) in a private transaction for a purchase price of~~ $~~108~~1,~~000 (giving effect to an original issue discount). After payment of the fees and costs~~271, ~~the net proceeds to the Company were $45,000, which will be used for working capital and other general corporate purposes~~306.

~~The~~As ~~maturity~~a ~~date~~result of the ~~April~~operating ~~12,~~results ~~2024~~for ~~Note is October 12~~BTA, ~~2024. The Nov. Note bears interest at 12% per year, and principal and accrued interest is due on~~ the ~~maturity date. The~~ Company ~~may~~determined ~~prepay~~that ~~the~~its ~~Nov.~~goodwill ~~Note~~and atintangible ~~any~~assets ~~time~~were ~~without~~fully ~~penalty.~~impaired ~~The~~as ~~Company’s~~of ~~failure~~December ~~to make required payments under the Nov. Note or to comply with various covenants~~31, ~~among other matters~~2023, ~~would~~and ~~constitute~~recorded an ~~event~~impairment ~~of default.~~charge ~~Upon an event~~ of ~~default under the Nov. SPA or the Nov. Note~~$1, ~~the Nov. Note will bear interest at 18%~~271,306 ~~AJB~~on may immediately accelerate the Nov. Note due date, AJB may convert the amount outstanding under the Nov. Note into shares of Company common stock at a discount to the market price of the stock, and AJB will be entitled to its ~~costs~~Statement of ~~collection, among other penalties and remedies~~Operations.

●NOTE On5 ~~May~~– ~~31,~~RELATED ~~2024,~~PARTY the Company borrowed funds pursuant to the terms of a Securities Purchase Agreement (the “May 31, 2024 SPA”) entered into with AJB, and issued a Promissory Note in the principal amount of $68,000 to AJB (the “May 31, 2024 Note”) in a private transaction for a purchase price of $61,200 (giving effect to an original issue discount). After payment of the fees and costs, the net proceeds to the Company were $55,000, which will be used for working capital and other general corporate purposes.TRANSACTIONS

~~F-17~~Effective September 5, 2024, the Company amended its Articles of Incorporation (the “Articles”), to amend and restate Sections 1 and 2 of Article 4 of the Articles to increase the number of authorized shares of the Company’s common stock (“Common Stock”) from 2,000,000,000 to 19,000,000,000 and create a new class of stock, par value $0.001 per share, designated as Series A Preferred Stock consisting of 10 authorized shares, as set forth in Certificate of Amendment to the Articles of Incorporation (the “Amendment”). Pursuant to the Amendment, Common Stock and Preferred Stock are identical in all respects, except that each share of Common Stock is entitled to one vote and each share of Preferred Stock is entitled to 950,000,000 votes. The shares are not convertible to common stock

~~The~~On ~~maturity~~the same date of the ~~May~~Company ~~31,~~entered ~~2024~~into ~~Note~~a ~~is December~~stock 1,agreement ~~2024,~~(the ~~2024.~~“Stock ~~The~~Agreement”) ~~Nov. Note bears interest at 12% per year~~with, ~~and principal and accrued interest is due on~~ the ~~maturity date. The~~ Company’s ~~may~~CEO ~~prepay~~Ronald ~~the Nov. Note at any time without penalty. The Company’s~~Levy ~~failure~~pursuant to ~~make~~which ~~required payments under~~ the ~~Nov.~~Company ~~Note~~issued ora tototal ~~comply with various covenants, among other matters, would constitute an event~~ of ~~default.~~ten ~~Upon~~(10) anshares ~~event~~ of ~~default under~~ the ~~Nov.~~Company’s ~~SPA~~Series orA ~~the~~preferred ~~Nov.~~stock ~~Note,~~(“Preferred ~~the Nov~~Stock”) Mr. ~~Note~~Levy ~~will~~also ~~bear~~serves ~~interest~~as ~~at 18%, AJB may immediately accelerate~~ the ~~Nov.~~Interim ~~Note~~Chief ~~due~~Financial ~~date~~Officer, ~~AJB~~Chairman ~~may~~of ~~convert~~ the ~~amount~~Board, ~~outstanding~~Secretary, ~~under~~and ~~the~~a ~~Nov.~~member ~~Note into shares~~ of ~~Company common stock at a discount to~~ the ~~market~~Board ~~price~~of Directors of the ~~stock, and AJB will be entitled to its costs of collection, among other penalties and remedies~~Company.

●Although Onthe ~~June~~shares ~~18,~~are ~~2024,~~not ~~the~~convertible ~~Company~~to ~~borrowed~~common ~~funds~~stock ~~pursuant~~these Series A Preferred Shares enable Mr. Levy to exercise control over the ~~terms~~Company, so ofthe acompany ~~Securities~~used ~~Purchase~~the ~~Agreement~~equity (method to value the ~~“June~~shares. ~~18,~~The ~~2024~~10 ~~SPA”) entered~~Series ~~into~~A ~~with~~Preferred ~~AJB,~~shares ~~and~~convertible ~~issued~~shares acan ~~Promissory~~be ~~Note~~converted ininto 9,500,000,000 ~~the~~voting ~~principal~~shares. ~~amount~~As of ~~$72~~December 31,~~500 to~~ ~~AJB~~2025 (the ~~“June~~Company 18had 5,058,291,867 ~~2024~~shares ~~Note”) in~~outstanding. aThe ~~private~~Company ~~transaction~~estimated ~~for~~that athe voting ~~purchase~~shares ~~price~~could ofnot ~~$58,000 (giving~~exceed ~~effect~~the tonumber anof ~~original~~shares ~~issue~~outstanding ~~discount).~~and ~~After~~used ~~payment~~that level of ~~the~~shares ~~fees and~~to ~~costs,~~value the ~~net~~common ~~proceeds~~stock towhich ~~the~~was ~~Company~~trading at ~~were~~$0.001 resulted in stock based compensation of $183,~~000~~032,710 which ~~will~~was bealso ~~used~~equivalent ~~for~~to ~~working~~the ~~capital~~market ~~and~~capitalization ~~other~~on ~~general~~that ~~corporate purposes~~date.

~~The~~On ~~maturity~~January ~~date~~27, of2025 (the ~~June~~“Advance 18Date”), ~~2024~~the ~~Note~~Company isentered ~~December~~into ~~18,~~a ~~2024.~~Promissory ~~The Nov.~~ Note ~~bears~~with ~~interest~~Ronald ~~at 12% per year~~Levy, ~~and principal and accrued interest is due on~~ the ~~maturity date. The~~ Company ~~may prepay the Nov. Note at any time without penalty. The Company~~’s ~~failure to~~Chief ~~make~~Executive ~~required~~Officer, ~~payments~~Interim ~~under~~Chief ~~the~~Financial ~~Nov.~~Officer, ~~Note~~Chairman orof tothe ~~comply with various covenants~~Board, ~~among~~and ~~other matters~~Secretary, ~~would~~to ~~constitute~~obtain an ~~event~~advance ofin ~~default. Upon~~the anamount ~~event~~ of ~~default under~~ $15,000 (the ~~Nov.~~“Loan”) ~~SPA~~for or the ~~Nov.~~aforementioned ~~Note,~~Consultant ~~the~~engagement ~~Nov~~fee. ~~Note~~The ~~will~~Loan ~~bear~~bears interest at ~~18%,~~ ~~AJB may immediately accelerate~~ the ~~Nov.~~rate ~~Note due date, AJB may convert the amount outstanding under the Nov. Note into shares~~ of ~~Company~~5% ~~common~~per ~~stock~~annum, at with a ~~discount to~~maturity ~~the~~date ~~market~~four ~~price~~months offrom the ~~stock,~~Advance ~~and AJB will be entitled to its costs of collection, among other penalties and remedies~~Date.

● On June ~~July~~24, 152025 and June 25, ~~2024~~2025, the Company ~~borrowed~~entered ~~funds~~into ~~pursuant~~stock toagreements ~~the~~with ~~terms~~five ofrecipients ato ~~Securities~~issue ~~Purchase~~a ~~Agreement~~total ~~(the~~of ~~“July 15~~386,459,998 ~~2024 SPA”)~~shares ~~entered~~as ~~into~~a ~~with~~bonus ~~AJB,~~to employees and ~~issued~~contractors afor ~~Promissory~~services. ~~Note~~Ronald inLevy the ~~principal~~Company’s ~~amount~~CEO ofreceived ~~$59~~197,~~000 to~~605,773 ~~AJB~~of ~~(the~~those ~~“July~~Common ~~15, 2024 Note”)~~Shares inand aHolly ~~private~~Ruxin, ~~transaction for~~ a ~~purchase~~director, ~~price~~received ~~of $47~~67,~~200 (giving~~106,721 ~~effect~~of tothose anCommon ~~original issue discount)~~Shares. ~~After~~The ~~payment~~Common ofShares ~~the~~received ~~fees and~~by ~~costs,~~Mr. ~~the~~Levy ~~net~~and ~~proceeds~~Ms. toRuxin ~~the Company~~ were ~~$44,700,~~on the ~~which~~same ~~will~~terms beand ~~used~~conditions ~~for~~as ~~working~~the ~~capital and~~ other ~~general corporate purposes~~Recipients.

~~The~~On ~~maturity date of the~~ July 1510, ~~2024 Note is January 15~~2025, ~~2025.~~the ~~The~~Company ~~Nov.~~borrowed ~~Note~~funds ~~bears~~from ~~interest~~Three ~~at 12%~~Mile ~~per~~Creek ~~year,~~Future ~~and~~LLC ~~principal~~(“TMCF”) and ~~accrued~~ ~~interest~~issued isa ~~due~~Promissory onNote (the ~~maturity~~“TMCF Note”) ~~date.~~in ~~The Company may prepay~~ the ~~Nov.~~principal ~~Note~~amount atof ~~any time without penalty~~1.7 ~~The~~Bitcoin ~~Company’s~~and ~~failure to~~a ~~make~~Pre-Funded ~~required~~Common ~~payments~~Stock ~~under~~Purchase Warrant (the ~~Nov.~~“Warrant”), ~~Note~~which entitles orTMCF to ~~comply~~subscribe ~~with~~for ~~various~~and ~~covenants,~~purchase ~~among~~from ~~other~~the ~~matters,~~Company ~~would~~up ~~constitute~~to an77,704,407 ~~event~~shares of ~~default.~~ ~~Upon an event of default under~~ the ~~Nov.~~Company’s ~~SPA~~common orstock, ~~the~~each ~~Nov.~~executed on ~~Note~~July 16, ~~the Nov~~2025. ~~Note~~These ~~will~~warrants ~~bear~~were ~~interest~~valued at ~~18%,~~ ~~AJB may immediately accelerate the Nov~~$77,704. ~~Note~~Rafael ~~due date~~Furst, ~~AJB may convert~~ the ~~amount outstanding under the Nov. Note into shares of~~ Company’s ~~common~~Chief ~~stock~~Strategy ~~at a~~Officer ~~discount~~is to the ~~market~~managing ~~price~~ member of ~~the~~Three ~~stock,~~Mile ~~and~~Creek ~~AJB~~Future ~~will be entitled to its costs of collection, among other penalties and remedies~~LLC.

●NOTE On6 ~~August~~– ~~28,~~NOTE 2024, the Company borrowed funds pursuant to the terms of a Securities Purchase Agreement (the “August 28, 2024 SPA”) entered into with AJB, and issued a Promissory Note in the principal amount of $157,556 to AJB (the “August 28, 2024 Note”) in a private transaction for a purchase price of $108,000 (giving effect to an original issue discount). After payment of the fees and costs, the net proceeds to the Company were $98,000, which will be used for working capital and other general corporate purposes.PAYABLE

~~The~~As ~~maturity date~~ of ~~the~~December ~~August~~31, 282025, ~~2024~~Notes ~~Note~~Payable isamounted ~~February~~to 28$279, ~~2025~~270. ~~The~~This ~~Nov.~~balance ~~Note~~is ~~bears~~comprised ~~interest~~of ~~at 12%~~one ~~per~~note ~~year, and principal and accrued interest is~~ due onto ~~the~~AJB ~~maturity~~amounting ~~date.~~to ~~The Company may prepay~~ $81,934 (the ~~Nov.~~“AJB Note”), atone ~~any~~note ~~time~~due ~~without~~to ~~penalty.~~Fast ~~The Company’s failure~~Capital toamounting ~~make required payments under the Nov. Note or~~ to ~~comply with various covenants~~$8,784 (the ~~among~~“Fast ~~other~~Capital ~~matters,~~Note”) ~~would~~and ~~constitute~~one aninterest-free ~~event~~note ofto ~~default.~~Three ~~Upon~~Mile anCreek ~~event~~Future ofLLC ~~default~~(“TMCF”) ~~under~~amounting ~~the~~to ~~Nov. SPA or the Nov. Note~~$188, ~~the Nov~~552. The ~~Note~~accrued ~~will bear~~ interest ~~at 18%,~~on ~~AJB may immediately accelerate~~ the ~~Nov.~~AJB Note ~~due~~and ~~date,~~Fast ~~AJB~~Capital ~~may convert the amount outstanding under the Nov.~~ Note ~~into~~amounted ~~shares of Company common stock at a discount~~ to ~~the market price of the stock~~$13, 637 and ~~AJB~~$40,000, respectively. ~~will~~The besummary ~~entitled to its costs~~ of ~~collection,~~each ~~among~~Note ~~other~~outstanding ~~penalties~~is ~~and~~described ~~remedies.~~as follows:

~~● On November 1, 2024, the Company borrowed funds pursuant to the terms of a Securities Purchase Agreement (the “November 1, 2024 SPA”) entered into with~~ AJB~~, and issued a Promissory Note in the principal amount of $48,600 to AJB (the “November 1,~~ 2024 Note”) in a private transaction for a purchase price of $29,700 (giving effect to an original issue discount). After payment of the fees and costs, the net proceeds to the Company were $24,700, which will be used for working capital and other general corporate purposes.NOTES

~~F-18~~On December 19, 2025, AJB converted a total of fourteen (14) notes outstanding listed below, totaling $2,931,356 in principle and $737,879 in accrued interest owed to AJB for 446,477,338 shares of the Company’s Common Stock. As a result, 13 of the notes below were paid down to zero at December 31, 2025. As of December 31, 2025 the remaining balance on the AJB Note amounted to $81,934 plus accrued interest of $13,637.

~~The~~● ~~maturity~~On ~~date of the November 1, 2024 Note is~~ May 13, ~~2025. The Nov. Note bears interest at 12% per year~~2022, ~~and~~the ~~principal~~Company ~~and accrued~~borrowed ~~interest~~funds ispursuant ~~due~~to on the ~~maturity~~terms ~~date.~~of ~~The~~a ~~Company~~Securities ~~may~~Purchase ~~prepay~~Agreement (the ~~Nov.~~“May ~~Note~~AJB atSPA”) ~~any time without penalty. The Company’s failure~~entered tointo ~~make~~with ~~required~~AJB, ~~payments~~and ~~under~~issued ~~the~~a ~~Nov.~~Promissory Note orin tothe ~~comply~~principal ~~with~~amount ~~various~~of ~~covenants~~$1, ~~among other matters~~180,000 ~~would~~(the ~~constitute~~“May anAJB ~~event~~Note”) ~~of default.~~to ~~Upon~~AJB anin ~~event~~a ofprivate transaction ~~default~~for ~~under~~a ~~the~~purchase ~~Nov.~~price ~~SPA~~of ~~or the Nov. Note~~$900,000 ~~the~~(giving ~~Nov.~~effect ~~Note~~to ~~will~~a ~~bear interest at 18~~10%, ~~AJB~~original ~~may~~issue ~~immediately accelerate the Nov~~discount). ~~Note~~In ~~due~~connection ~~date,~~with ~~AJB may convert~~ the ~~amount~~sale ~~outstanding~~of ~~under~~ the ~~Nov.~~ AJB Note, ~~into~~the ~~shares of~~ Company ~~common~~also ~~stock~~paid ~~at a~~certain ~~discount~~fees toand ~~the~~due ~~market~~diligence ~~price~~costs of ~~the~~AJB ~~stock,~~ and ~~AJB~~brokerage ~~will~~fees ~~be entitled~~ to ~~its~~J.H. ~~costs~~Darbie of& ~~collection~~Co., ~~among~~a ~~other~~registered ~~penalties and remedies~~broker-dealer.

● On December 4, 2024, the Company borrowed funds pursuant to the terms of a Securities Purchase Agreement (the “December 4, 2024 SPA”) entered into with AJB, and issued a Promissory Note in the principal amount of $36,500 to AJB (the “December 4, 2024 Note”) in a private transaction for a purchase price of $32,850 (giving effect to an original issue discount). After payment of the fees and costs, the net proceeds to the Company were $27,850, which will be used for working capital and other general corporate purposes.F-12

~~● The maturity date of~~ At the ~~December~~closing ~~4, 2024 Note is June 4, 2025. The Nov. Note bears interest at 12% per year, and principal and accrued interest is due on~~ the ~~maturity date. The~~ Company ~~may~~repaid ~~prepay~~all ~~the~~obligations ~~Nov.~~owed ~~Note at any time without penalty. The Company’s failure~~ to ~~make~~AJB ~~required~~pursuant ~~payments under the Nov. Note or~~ to ~~comply~~a ~~with~~10% ~~various~~promissory ~~covenants,~~note ~~among~~in ~~other~~the ~~matters,~~principal ~~would~~amount ~~constitute an event~~ of ~~default.~~$750,000 ~~Upon~~issued in anfavor ~~event~~ of ~~default~~AJB ~~under~~in ~~the~~January ~~Nov.~~2022 ~~SPA~~as orgenerally ~~the~~described ~~Nov~~above. ~~Note,~~After the ~~Nov.~~repayment ~~Note~~of ~~will~~that ~~bear~~promissory ~~interest at 18%~~note, ~~AJB~~and ~~may~~after ~~immediately~~payment ~~accelerate~~of the ~~Nov.~~fees and ~~Note due date~~costs, ~~AJB may convert~~ the ~~amount~~$138,125 ~~outstanding~~net ~~under~~proceeds ~~the~~from ~~Nov. Note into shares of Company common stock at a discount to~~ the ~~market~~issuance ~~price~~ of the ~~stock,~~May ~~and~~ AJB ~~will~~Note beare ~~entitled~~expected to ~~its~~be ~~costs~~utilized offor ~~collection,~~working ~~among~~capital and other general ~~penalties~~corporate ~~and remedies~~purposes.

AsThe maturity date of ~~December~~the 31May ABJ Note is November 3, ~~2024~~2022, but it may be extended by the ~~balance~~Company for six months with the interest rate to increase during the extension period. The May AJB Note bears interest at 10% per year, and principal and accrued interest is due on the maturity date. The Company may prepay the May AJB Note at any time without penalty. Under the terms of ~~all~~the ~~convertible~~May ~~notes~~AJB ~~outstanding~~Note, ~~was~~the $2Company may not sell a significant portion of its assets without the approval of AJB,~~805~~ may not issue additional debt that is not subordinate to AJB,~~253~~ must comply with ~~$630~~the Company’s reporting requirements under the Securities Exchange Act of 1934,~~075~~ inand ~~accrued~~must maintain the listing of the Company’s common stock on the OTC Market or other exchange, among other restrictions and requirements. The Company’s failure to make required payments under the May AJB Note or to comply with any of these covenants, among other matters, would constitute an event of default. Upon an event of default under the May AJB SPA or May AJB Note, the May AJB Note will bear interest at 18%, AJB may immediately accelerate the May AJB Note due date, AJB may convert the amount outstanding under the May AJB Note into shares of Company common stock at a discount to the market price of the stock, and AJB will be entitled to its costs of collection, among other penalties and remedies.

~~NOTE~~Following 7an –event ~~OTHER~~of ~~LIABILITIES~~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 75% of the lowest trading price with a 10-day lookback immediately preceding the date of conversion. In no event may the lender effect a conversion if such conversion, along with all other shares of Company common stock beneficially owned by the lender and its affiliates would exceed 4.99% of the outstanding shares of Company common stock. In addition, upon the occurrence and during the continuation of an event of default the Note will become immediately due and payable and the Company shall pay to the lender, in full satisfaction of its obligations thereunder, additional amounts as set forth in the Note.

~~During~~As ~~the~~of ~~year ended~~ December 31, ~~2023~~2025 the ~~Company~~balance ~~initially recorded $207,938 in revenue that it could not document as revenue under the guidelines~~ of ~~ASC 606. As a result the Company reclassified~~ this ~~amount~~note ofalong ~~cash~~with ~~received~~accrued asinterest ~~Other~~was ~~Liabilities~~$-0-.

~~NOTE~~● 8On –June ~~EQUITY~~23, 2023, the Company borrowed funds pursuant to the terms of a Securities Purchase Agreement (the “AJB SPA”) entered into with AJB, and issued a Promissory Note in the principal amount of $550,000 (the “AJB June Note”) to AJB in a private transaction for a purchase price of $500,000 (giving effect to a 10% original issue discount). In connection with the sale of the AJB June Note, the Company also paid certain fees and due diligence costs to AJB’s management company and legal counsel. After payment of the fees and costs, the net proceeds to the Company were $487,500, which will be used for working capital and other general corporate purposes, provided that up to $200,000 may be drawn upon for potential acquisitions.

~~Common~~The maturity date of the AJB June Note is January 23, 2024. The AJB June Note bears interest at 12% per year, and principal and accrued interest is due on the maturity date. The Company may prepay the AJB June Note at any time without penalty. The AJB June Note contains standard and customary events of default, such as, among other restrictions and requirements, that the Company timely make payments under the AJB June Note; the Company may not sell a significant portion of its assets without the approval of AJB; the Company may not issue additional debt that is not subordinate to AJB; the Company must comply with the reporting requirements under the Securities Exchange Act of 1934; and the Company must maintain the listing of the Company’s common stock on the OTC Market or other exchange. The Company’s breach of any representation or warranty, or failure to comply with the covenants would constitute an event of default. Upon an event of default under the AJB SPA or AJB June Note, the AJB June Note will bear interest at 18%; AJB may immediately accelerate the AJB June Note due date; AJB may convert the amount outstanding under the AJB June Note into shares of Company common stock at a discount to the market price of the stock; and AJB will be entitled to its costs of collection, among other penalties and remedies.

As of December 31, ~~2024~~2025 the ~~Company~~balance ~~had~~remaining ~~19,000,000,000~~under ~~shares~~this ofAJB Note is $-0-.~~001 common stock authorized. As of December 31, 2024 there were 3,032,746,878 and 565,709,873 shares of common stock outstanding, respectively.~~

~~Preferred~~● AOn ~~Stock~~November 13, 2023, the Company borrowed funds pursuant to the terms of a Securities Purchase Agreement (the “Nov. SPA”) entered into with AJB, and issued a Promissory Note in the principal amount of $500,000 to AJB (the “Nov. Note”) in a private transaction for a purchase price of $425,000 (giving effect to an original issue discount). After payment of the fees and costs, the net proceeds to the Company were $405,000, which will be used for working capital and other general corporate purposes.

~~Effective~~The ~~September~~maturity 5,date ~~2024,~~of the ~~Company~~Nov. ~~amended~~Note ~~its~~is ~~Articles~~May of10, ~~Incorporation~~2024. ~~(the~~The ~~“Articles”),~~Nov. toNote ~~amend~~bears ~~and~~interest ~~restate~~at ~~Sections 1~~12% per year, and 2principal ofand ~~Article~~accrued 4interest ofis due on the ~~Articles~~maturity todate. ~~increase~~The Company may prepay the ~~number~~Nov. ofNote ~~authorized~~at ~~shares~~any oftime ~~the~~without penalty. The Company’s ~~common~~failure ~~stock~~to ~~(“Common~~make required ~~Stock”)~~payments ~~from~~under ~~2,000,000,000~~the toNov. ~~19,000,000,000~~Note ~~and~~or ~~create~~to acomply ~~new~~with ~~class~~various ~~of stock~~covenants, ~~par~~among ~~value~~other ~~$0.001 per share~~matters, ~~designated~~would asconstitute ~~Series A~~an ~~Preferred~~event ~~Stock consisting~~ of 10default. ~~authorized~~Upon ~~shares,~~an event asof ~~set~~default ~~forth~~under ~~in Certificate~~the ofNov. ~~Amendment to~~SPA or the ~~Articles~~Nov. ofNote, ~~Incorporation (~~the ~~“Amendment”)~~Nov. ~~Pursuant~~Note towill ~~the~~bear ~~Amendment~~interest at 18%, ~~Common~~AJB ~~Stock~~may ~~and~~immediately ~~Preferred~~accelerate the Nov. ~~Stock~~Note ~~are~~due ~~identical~~date, inAJB ~~all~~may ~~respects,~~convert ~~except~~the ~~that~~amount ~~each~~outstanding ~~share~~under the Nov. Note into shares of ~~Common~~Company ~~Stock~~common isstock ~~entitled~~at a discount to ~~one~~the ~~vote~~market price ~~and~~of ~~each~~the ~~share~~stock, ofand ~~Preferred~~AJB ~~Stock is~~will be entitled to ~~950,000,000~~its ~~votes.~~costs ~~The~~of ~~shares~~collection, ~~are~~among ~~not~~other ~~convertible~~penalties toand ~~common stock~~remedies.

OnAs ~~the~~of ~~same~~December ~~date the Company entered into a stock agreement (the “Stock Agreement”) with~~31, ~~the~~2025 ~~Company’s CEO Ronald Levy pursuant to which~~ the ~~Company~~balance ~~issued a total~~ of ~~ten~~this ~~(10)~~note ~~shares~~along ofwith ~~the~~accrued ~~Company’s~~interest ~~Series~~was ~~A preferred stock (“Preferred Stock”) Mr~~$-0-. ~~Levy also serves Interim Chief Financial Officer, Chief Operating Officer, Chairman of the Board, Secretary, and a member of the Board of Directors of the Company.~~

~~F-19~~● On January 30, 2024, the Company borrowed funds pursuant to the terms of a Securities Purchase Agreement (the “January 30, 2024 SPA”) entered into with AJB, and issued a Promissory Note in the principal amount of $50,000 to AJB (the “January 30, 2024 Note”) in a private transaction for a purchase price of $42,500 (giving effect to an original issue discount). After payment of the fees and costs, the net proceeds to the Company were $40,000, which will be used for working capital and other general corporate purposes.

Although the shares are not convertible to common stock these Series A Preferred Shares enable Mr. Levy to exercise control over the Company, so the company used the equity methos to value the shares. The 10 Series A Preferred shares convertible shares can be converted into 9,500,000,000 voting shares. as of December 31, 2024 the Company had 3,032,746,878 shares outstanding. The company estimated that the voting shares could not exceed the number of shares outstanding and used that level of shares to value the common stock which was trading at $0.001 resulted in stock based compensation of $3,032,710 which was also equivalent to the market capitalization on that date,F-13

~~Stock~~The ~~Options~~maturity date of the January 30, 2024 Note is July 30, 2024. The January 30, 2024 Note bears interest at 12% per year, and principal and accrued interest is due on the maturity date. The Company may prepay the January 30, 2024 Note at any time without penalty. The Company’s failure to make required payments under the January 30, 2024 Note or to comply with various covenants, among other matters, would constitute an event of default. Upon an event of default under the January 30, 2024 SPA or the January 30, 2024 Note will bear interest at 18%, AJB may immediately accelerate the January 30, 2024 Note due date, AJB may convert the amount outstanding under the January 30, 2024 Note into shares of Company common stock at a discount to the market price of the stock, and AJB will be entitled to its costs of collection, among other penalties and remedies.

OnAs ~~July 21, 2017, the Company’s board~~ of ~~directors~~December ~~adopted The Crypto Company 2017 Equity Incentive Plan (the “Plan”)~~31, ~~which~~ ~~was~~2025 ~~approved by its stockholders on August 24, 2017. The Plan is administered by~~ the ~~board~~balance of ~~directors~~this ~~(the~~note ~~“Administrator”). Under~~along ~~the~~with ~~Plan,~~accrued ~~the~~interest ~~Company~~was ~~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~~0-~~employee directors (as defined in the Plan) and other key persons (including consultants and prospective employees)~~. The term of any stock option award may not exceed 10 years and may be subject to vesting conditions, as determined by the Administrator. Options granted generally vest over eighteen to thirty-six months. Incentive stock options may be granted only to employees of the Company or any subsidiary that is a “subsidiary corporation” within the meaning of Section 424(f) of the Internal Revenue Code.

~~During~~● ~~the~~On ~~year~~February ~~ended December 31~~20, ~~2020~~2024, the Company ~~issued~~borrowed ~~500,000~~funds ~~stock~~pursuant ~~options~~ to ~~members~~the terms of ~~its~~a ~~board~~Securities ofPurchase ~~directors~~Agreement (the “February 20, 12024 SPA”) entered into with AJB,~~250~~ and issued a Promissory Note in the principal amount of $53,000 ~~stock options~~ to ~~employees~~AJB (the “February 20, ~~and~~2024 Note”) ~~170~~in a private transaction for a purchase price of $45,~~000~~050 ~~stock~~(giving ~~options~~effect to ~~non-employees~~an original issue discount). NoAfter ~~stock~~payment ~~options~~of the fees and costs, the net proceeds to the Company were ~~issued~~$40,050, inwhich ~~2024~~will be used for working capital and other general corporate purposes.

5The maturity date of the February 20,~~000~~ 2024 Note is August 20,~~000~~ 2024. The February 20, 2024 Note bears interest at 12% per year, and principal ~~shares~~and ofaccrued interest is due on the maturity date. The Company may prepay the February 20, 2024 Note at any time without penalty. The Company’s ~~common~~failure ~~stock~~to ~~are~~make ~~reserved~~required ~~for~~payments ~~issuance~~ under the ~~Plan~~February 20, 2024 Note or to comply with various covenants, among other matters, would constitute an event of default. AsUpon an event of ~~December~~default 31under the February 20, 2024 SPA or the February 20, ~~there~~2024 ~~are~~Note, ~~outstanding~~the ~~stock~~February ~~option~~20, ~~awards~~2024 ~~issued~~Note ~~from~~will bear interest at 18%, AJB may immediately accelerate the ~~Plan~~February ~~covering~~20, a2024 ~~total~~Note ofdue 2date,~~281~~ AJB may convert the amount outstanding under the February 20,~~349~~ 2024 Note into shares of ~~the~~ Company’s common stock ~~and~~at ~~there~~a ~~remain~~discount ~~reserved for~~to ~~future~~the ~~awards~~market 2price of the stock,~~718,651~~ ~~shares~~and AJB will be entitled to its costs of ~~the~~collection, ~~Company’s~~among ~~common~~other ~~stock~~penalties and remedies.

~~SCHEDULE~~As OFof ~~STOCK~~December ~~OPTIONS~~31, ~~ACTIVITY~~2025 the balance of this note along with accrued interest was $-0-.

					Weighted
					Average
			Weighted		Remaining
			Average		Contractual
	Number		Exercise		Term
	of Shares		Price		(years)
Options outstanding, at December 31, 2022		2,281,349	$	2.26
Options granted		-
Options cancelled		-
Options exercised		-
Options outstanding, at December 31, 2023		2,281,349	$	2.26		2.25
Options granted		-
Options cancelled		-
Options exercised		-
Options vested and outstanding, at December 31, 2024		2,281,349	$	2.26		1.25

The ~~Company~~maturity ~~recognized~~date ~~$-0-~~of the February 29, 2024 Note is August 29, 2024. The February 29, 2024 Note bears interest at 12% per year, and ~~$-0-~~principal and ofaccrued ~~compensation~~interest ~~expense~~is ~~related~~due toon ~~stock~~the ~~options~~maturity ~~for~~date. The Company may prepay the ~~years~~February ~~ended~~29, ~~December~~2024 31Note at any time without penalty. The Company’s failure to make required payments under the February 29, 2024 ~~and~~Note ~~2023~~or to comply with various covenants, ~~respectively.~~among other matters, Aswould constitute an event of ~~December~~default. 31Upon an event of default under the February 29, 2024 ~~these~~Note, ~~options~~the ~~had~~February no29, ~~intrinsic~~2024 ~~value~~Note ~~since~~will ~~they~~bear interest ~~were~~at ~~all~~18%, ~~out~~AJB may immediately accelerate the February 29, 2024 Note due date, AJB may convert the amount outstanding under the February 29, 2024 Note into shares of Company common stock at a discount to the ~~money~~market asprice of ~~December~~the 31stock, ~~2024~~and AJB will be entitled to its costs of collection, among other penalties and remedies.

~~The~~As ~~determination~~ of ~~the~~December ~~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~~31, ~~including~~2025 ~~stock price, volatility, expected life of~~ the ~~equity~~balance ~~award, forfeitures rates if any, risk-free interest rates and expected dividends. Volatility is based on the historical volatility~~ of ~~comparable companies~~this ~~measured~~note ~~over~~along ~~the most recent period, generally commensurate~~ with ~~the~~accrued ~~expected~~interest ~~life~~was ~~of the Company’s stock options, adjusted for future expectations given the Company’s limited historical share price data~~$-0-.

~~The~~● ~~risk-free~~On ~~rate~~April is12, ~~based~~2024, onthe ~~implied~~Company ~~yields~~borrowed infunds ~~effect~~pursuant atto the ~~time~~terms of ~~the~~a ~~grant~~Securities onPurchase ~~U.S.~~Agreement ~~Treasury~~(the ~~zero-coupon~~“April ~~bonds~~12, 2024 SPA”) entered into with ~~remaining~~AJB, ~~terms equal~~and toissued a Promissory Note in the ~~expected~~principal ~~term~~amount of ~~the~~$185,555 ~~stock~~to ~~options.~~AJB ~~The~~(the ~~expected~~“April ~~dividend~~12, is2024 ~~based~~Note”) in ona ~~the~~private ~~Company’s~~transaction ~~history~~for ~~and~~a ~~expectation~~purchase price of ~~dividend pay-outs.~~$108,000 ~~Forfeitures~~(giving ~~are~~effect ~~recognized~~to ~~when~~an ~~they~~original ~~occur~~issue discount). ~~During~~After ~~the~~payment ~~years~~of ~~ended~~the ~~December~~fees 31and costs, ~~2024~~the ~~and~~net ~~2023,~~proceeds to the Company ~~recorded~~were $445,~~383~~000,~~005 and~~ ~~$6,761~~which inwill ~~share~~be ~~based~~used ~~compensation~~for toworking ~~its~~capital ~~employees~~and other general corporate purposes.

~~Warrants~~The maturity date of the April 12, 2024 Note is October 12, 2024. The April 12, 2024 Note bears interest at 12% per year, and principal and accrued interest is due on the maturity date. The Company may prepay the April 12, 2024 Note at any time without penalty. The Company’s failure to make required payments under the April 12, 2024 Note or to comply with various covenants, among other matters, would constitute an event of default. Upon an event of default under the April 12, 2024 SPA or the April 12, 2024 Note, the February 12, 2024 Note will bear interest at 18%, AJB may immediately accelerate the February 12, 2024 Note due date, AJB may convert the amount outstanding under the April 12, 2024 Note into shares of Company common stock at a discount to the market price of the stock, and AJB will be entitled to its costs of collection, among other penalties and remedies.

AsOn 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 ~~December~~the 31Promissory Note to March 29, ~~2024~~2026. In consideration for the ~~following~~extension ~~warrants~~of ~~were~~the ~~outstanding~~maturity date, the Company issued to the 30,000,000 shares to AJB valued at $270,000.

~~SCHEDULE~~As of OFDecember ~~OUTSTANDING~~31, ~~WARRANTS~~2025 TOthe ~~PURCHASE~~balance ~~SHARES~~of OFthis ~~COMMON~~note ~~STOCK~~along with accrued interest was $-0-.

Issuance Date	Exercisable for	Expiration Date	Exercise Price		Number of Shares Outstanding Under Warrants
February 2020	Common Shares	February 6, 2030	$	0.01		10,000
February 2020	Common Shares	February 12, 2030	$	0.01		2,500
February 2020	Common Shares	February 19, 2030	$	0.01		10,000
April 2020	Common Shares	April 20, 2030	$	0.01		22,500
June 2020	Common Shares	June 9, 2030	$	0.01		5,000
March 2021	Common Shares	February 28, 2026	$	0.50		362,500
January 2022	Common Shares	January 12, 2025	$	5.25		500,000
February 2022	Common Shares	February 24, 2025	$	5.25		200,000
April 2022	Common Shares	April 7, 2025	$	5.25		146,667
May 2022	Common Stock	May 3, 2025	$	5.25		750,000
March 2023	Common Stock	March 8, 2028	$	0.00001		474,780
March 2023	Common Stock	March 13, 2028	$	0.00001		7,000,000
April 2023	Common Stock	April 14. 2028	$	0.00001		1,000,000
May 2023	Common Stock	May 12, 2028	$	0.00001		30,000,000
June 2023	Common Stock	June 23, 2028	$	0.00001		1,500,000
November 2023	Common Stock	November 13, 2028	$	0.00001		10,000,000
April 2024	Common Stock	April 12, 2029	$	0.00001		5,000,000
May 2024	Common Stock	May 31, 2029	$	0.00001		5,000,000

● On May 31, 2024, the Company borrowed funds pursuant to the terms of a Securities Purchase Agreement (the “May 31, 2024 SPA”) entered into with AJB, and issued a Promissory Note in the principal amount of $68,000 to AJB (the “May 31, 2024 Note”) in a private transaction for a purchase price of $61,200 (giving effect to an original issue discount). After payment of the fees and costs, the net proceeds to the Company were $55,000, which will be used for working capital and other general corporate purposes.

F-2014

~~NOTE~~The 9maturity -date ~~COMMITMENTS~~of ~~AND~~the ~~CONTINGENCIES~~May 31, 2024 Note is December 1, 2024. The May 31, 2024 Note bears interest at 12% per year, and principal and accrued interest is due on the maturity date. The Company may prepay the May 31, 2024 Note at any time without penalty. The Company’s failure to make required payments under the May 31, 2024 Note or to comply with various covenants, among other matters, would constitute an event of default. Upon an event of default under the May 31, 2024 SPA or the May 31, 2024 Note, the May 31, 2024 Note will bear interest at 18%, AJB may immediately accelerate the May 31, 2024 Note due date, AJB may convert the amount outstanding under the May 31, 2024 Note into shares of Company common stock at a discount to the market price of the stock, and AJB will be entitled to its costs of collection, among other penalties and remedies.

~~Legal~~As ~~Contingencies~~of December 31, 2025 the balance of this note along with accrued interest was $-0-.

~~The~~● On June 18, 2024, the Company ~~may~~borrowed ~~from~~funds ~~time~~pursuant to ~~time~~the ~~become~~terms ~~subject~~of toa ~~legal~~Securities ~~proceedings~~Purchase Agreement (the “June 18, ~~claims~~2024 SPA”) entered into with AJB, and ~~litigation~~issued ~~arising~~a Promissory Note in the ~~ordinary~~principal ~~course~~amount of ~~business~~$72,500 to AJB (the “June 18, 2024 Note”) in a private transaction for a purchase price of $58,000 (giving effect to an original issue discount). After payment of the fees and costs, the net proceeds to the Company were $18,000, which will be used for working capital and other general corporate purposes.

~~Indemnities~~The ~~and~~maturity ~~guarantees~~date -of ~~During~~ the ~~normal~~June ~~course of business~~18, ~~the~~2024 ~~Company~~Note ~~has~~is ~~made~~December ~~certain~~18, ~~indemnities~~2024. ~~and~~The ~~guarantees~~June ~~under~~18, ~~which~~2024 itNote ~~may~~bears ~~be required~~interest toat ~~make~~12% ~~payments~~per inyear, ~~relation~~and toprincipal ~~certain~~and accrued ~~transactions.~~interest ~~These~~is ~~indemnities~~due ~~include~~on ~~certain~~the ~~agreements~~maturity ~~with~~date. ~~the~~The Company~~’s officers~~ ~~and~~may ~~directors~~prepay the June 18, ~~under~~2024 ~~which~~Note ~~the~~at ~~Company~~any ~~may~~time bewithout ~~required~~penalty. The Company’s failure to ~~indemnify~~make ~~such~~required ~~persons~~payments ~~for~~under ~~liabilities~~the ~~arising~~June ~~out~~18, of2024 ~~their~~Note ~~respective relationships.~~or Into ~~connection~~comply with ~~its~~various ~~facility lease~~covenants, ~~the~~among ~~Company~~other ~~has~~matters, ~~indemnified~~would ~~the~~constitute an ~~lessor~~event ~~for~~of ~~certain~~default. ~~claims~~Upon ~~arising~~an ~~from~~event ~~the use~~ of default under

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