Quarterly Report for Quarter Ending June 30, 2024 (Form 10-Q)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

☒QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2024

OR

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

For the transition period from __________ to __________

Commission File Number: 000-55726

THE CRYPTO COMPANY

(Exact name of registrant as specified in its charter)

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

23823 Malibu Road, # 50477

Malibu, California90265

(Address of principal executive offices)

(424)228-9955

(Registrant's telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Securities Exchange Act of 1934:

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

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. 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 than 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. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

As of August 19, 2024 the issuer had 1,981,881,172shares of common stock, par value $0.001per share, outstanding.

TABLE OF CONTENTS

		Page No.
PART I FINANCIAL INFORMATION	4
Item 1.	Condensed Financial Statements	4
	Condensed Consolidated Balance Sheets as of June 30, 2024 (Unaudited) and December 31, 2023	4
	Unaudited Condensed Consolidated Statements of Operations for the Six Months Ended June 30, 2024 and 2023	5
	Unaudited Condensed Consolidated Statements of Stockholders' Deficit for the Six Months Ended June 30, 2024 and 2023	6
	Unaudited Condensed Consolidated Statements of Cash Flows for the Six Months Ended June 30, 2024 and 2023	7
	Notes to Unaudited Condensed Consolidated Financial Statements	8
Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	22
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	24
Item 4.	Controls and Procedures	24
PART II OTHER INFORMATION
Item 1.	Legal Proceedings	25
Item 1A.	Risk Factors	25
Item 3.	Defaults upon Senior Securities	25
Item 4.	Mine Safety Disclosures	25
Item 5.	Other Information	25
Item 6.	Exhibits	25
SIGNATURES	26

NOTE ABOUT FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-Q (the "Quarterly Report") contains forward-looking statements. All statements contained in this Quarterly Report other than statements of historical fact, including statements regarding our future results of operations and financial position, our business strategy and plans, and our objectives for future operations, are forward-looking statements. The words "believe," "may," "will," "estimate," "continue," "anticipate," "intend," "expect," and similar expressions are intended to identify forward-looking statements. We have based these forward-looking statements largely on our current expectations and projections about future events and trends that we believe may affect our financial condition, results of operations, business strategy, short- term and long-term business operations, and objectives, and financial needs. These forward-looking statements are subject to a number of risks, uncertainties, and assumptions, including those described in our Annual Report on Form 10-K for the year ended December 31, 2023 (the "2023 Annual Report") as filed with the U.S. Securities and Exchange Commission ("SEC") and in any subsequent filings with the SEC. Moreover, we operate in a very competitive and rapidly changing environment. New risks emerge from time to time. Our management cannot predict all risks, nor can we assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements we may make. In light of these risks, uncertainties, and assumptions, the future events, and trends discussed in this Quarterly Report may not occur and actual results could differ materially and adversely from those anticipated or implied in the forward-looking statements.

We undertake no obligation to revise or publicly release the results of any revision to these forward-looking statements, except as required by law. Given these risks and uncertainties, readers are cautioned not to place undue reliance on such forward-looking statements.

Unless expressly indicated or the context requires otherwise, unless expressly indicated or the context requires otherwise, the terms "Crypto," the "Company," "we," "us," and "our" in these condensed consolidated financial statements refer to The Crypto Company and, where appropriate, its wholly-owned subsidiary Blockchain Training Alliance, Inc. ("BTA") and an inactive subsidiary Coin Tracking, LLC ("CoinTracking").

PART I. FINANCIAL INFORMATION

ITEM 1. Financial Statements

THE CRYPTO COMPANY

CONDENSED CONSOLIDATED BALANCE SHEETS

		June 30, 2024			December 31, 2023
		(Unaudited)
ASSETS
CURRENT ASSETS
Cash and cash equivalents		$	31,386			$	72,970
Accounts receivable, net			-				-
Prepaid expenses			12,127				30,317
Total current assets			43,513				103,287
Fixed assets							-
Goodwill			740,469				740,469
Intangible assets			509,171				530,837
TOTAL ASSETS		$	1,293,153			$	1,374,593
LIABILITIES AND STOCKHOLDERS' DEFICIT
CURRENT LIABILITIES
Accounts payable and accrued expenses		$	3,104,926			$	2,678,883
Notes payable, net			2,697,085				2,506,443
Convertible debt			125,000				-
Total current liabilities			5,927,011				5,185,326
Convertible debt			-				125,000
Notes payable - other			12,979				13,333
TOTAL LIABILITIES			5,939,990				5,323,659
STOCKHOLDERS' DEFICIT
Common stock, $0.001par value; 2,000,000,000shares authorized, 1,981,881,172and 565,709,873shares issued and outstanding, as of June 30, 2024 and December 31, 2023 respectively			1,981,881				565,321
Additional paid-in-capital			40,609,865				39,932,216
Accumulated deficit			(47,238,583	)			(44,446,603	)
TOTAL STOCKHOLDERS' DEFICIT			(4,646,837	)			(3,949,066	)
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT		$	1,293,153			$	1,374,593

The accompanying notes are an integral part of the unaudited condensed consolidated financial statements.

THE CRYPTO COMPANY

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

		For the three months ended			For the six months ended
		June 30, 2024			June 30, 2023			June 30, 2024			June 30, 2023
Revenue:
Services		$	9,841			$	106,610			$	25,647			$	255,202
Cost of services			7,733				117,314				9,258				206,669
Gross margin			2,107				(10,704	)			16,388				48,533
Operating expenses:
General and administrative expenses			243,823				320,500				686,653				765,525
Amortization			10,833				10,833				21,666				21,666
Share-based compensation - employee			-				-				804,015				6,761
Share-based compensation - non-employee			439,487				119,919				902,685				499,718
Total Operating Expenses			694,143				451,252				2,415,020				1,293,670
Operating loss			(692,036	)			(461,956	)			(2,398,631	)			(1,245,137	)
Other income			-				25,775				-				25,775
Loss on Sale of Equipment			-								-				(31,000	)
Interest expense			(193,192	)			(346,402	)			(393,349	)			(2,317,315	)
Loss before provision for income taxes			(885,228	)			(782,583	)			(2,791,981	)			(3,567,677	)
Provision for income taxes			-				-				-				-
Net loss)			(885,228	)			(782,583	)			(2,791,981	)			(3,567,677	)
Net (loss) per share		$	(0.00	)		$	(0.02	)		$	(0.00	)		$	(0.12	)
Weighted average common shares outstanding - Basic and Diluted			1,981,881,172				35,731,866				1,442,211,647				30,444,263

The accompanying notes are an integral part of the unaudited condensed consolidated financial statements.

THE CRYPTO COMPANY

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY

		Common stock			Additional			Accumulated			Total Stockholders'
		Shares			Amount			paid-in-capital			Deficit			Equity
Balance, December 31, 2022			23,950,380			$	23,950			$	36,448,046			$	(39,531,436	)		$	(3,059,440	)
Stock issued for cash at $5.00per share			125,000				125				24,875								25,000
Stock compensation expense in connection with issuance of common stock			1,665,157				1,666				384,894								386,561
Debt discount for warrants											2,031,499								2,031,499
Stock issued for loan payments			28,080,581				28,081				349,265								377,346
Net loss															(3,567,677	)			(3,567,677	)
Balance, June 30, 2023			53,821,118			$	53,822			$	39,238,578			$	(43,099,113	)		$	(3,806,711	)

		Common stock			Additional			Accumulated			Total Stockholders'
		Shares			Amount			paid-in-capital			Deficit			Equity
Balance, December 31, 2023			565,320,572			$	565,321			$	39,932,216			$	(44,446,603	)		$	(3,949,066	)
Stock compensation expense in connection with issuance of common stock							-				332,732								332,732.00
Additional paid in capital											3,000								3,000
Debt discount for warrants											17,998								17,998
Common stock issued for debt conversion			1,416,560,600				1,416,561				323,919								1,740,480
Net loss															(2,791,981	)			(2,791,981	)
Balance, June 30, 2024			1,981,881,172			$	1,981,882			$	40,609,865			$	(47,238,584	)		$	(4,646,837	)

The accompanying notes are an integral part of the unaudited condensed consolidated financial statements.

THE CRYPTO COMPANY

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

		For the Period Ended
		June 30, 2024			June 30, 2023
Cash flows from operating activities:
Net (loss)		$	(2,791,981	)		$	(3,567,677	)
Adjustments to reconcile net loss to net cash used in operations:
Depreciation and amortization			21,666				21,666
Share-based compensation			1,706,700				506,479
Debt discount for warrants			17,998				2,031,499
Loss on disposal of equipment			-				31,000
Financing costs associated with convertible debt							-
Issuance of common stock for acquisition			-				-
Goodwill impairment			-				-
Gain on the forgiveness of debts			-				-
Change in operating assets and liabilities:
Accounts receivable			-				-
Prepaid expenses			17,834				62,200
Accounts payable and accrued expenses			426,043				324,203
Deferred revenue			-				-
Net cash (used in) operating activities			(601,739	)			(590,630	)
Cash flows from financing activities:
Payment of notes payable			-				(187,062	)
Proceeds from issuance of notes payable			560,155				659,767
Proceeds from common stock issuance							25,000
Net cash provided by financing activities			560,155				497,705
Net decrease in cash and cash equivalents			(41,584	)			(92,924	)
Cash and cash equivalents at the beginning of the period			72,970				110,606
Cash and cash equivalents at the end of the period		$	31,386			$	17,682
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Common stock issued for convertible debt		$	366,511			$	-

The accompanying notes are an integral part of the unaudited condensed consolidated financial statements.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1 - BASIS OF PRESENTATION

Organization and Description of the Business

The Crypto Company was incorporated in the State of Nevada on March 9, 2017. The Company is engaged in the business of providing consulting, training, and educational and related services for distributed ledger technologies ("blockchain"), for corporate and individual clients, enterprises for general blockchain education, as well as for the building of technological infrastructure and enterprise blockchain technology solutions. In recent periods the Company has generated revenues and incurred expenses primarily through these consulting and related operations.

Unless expressly indicated or the context requires otherwise, the terms "Crypto," the "Company," "we," "us," and "our" in these condensed consolidated financial statements refer to The Crypto Company and, where appropriate, its wholly-owned subsidiary Blockchain Training Alliance, Inc. ("BTA") and an inactive subsidiary Coin Tracking, LLC ("CoinTracking").

The Company entered into a Stock Purchase Agreement (the "SPA") effective as of March 24, 2021 with BTA and its stockholders. On April 8, 2021, the Company completed the acquisition of all of the issued and outstanding stock of BTA and BTA became a wholly-owned subsidiary of the Company. As a result of this acquisition, the operations of BTA became consolidated with Company operations on April 8, 2021.

BTA is a blockchain training company and service provider that provides training and educational courses focused on blockchain technology and education as to the general understanding of blockchain to corporate and individual clients.

The Company's accounting year-end is December 31.

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Going Concern

The Company's condensed consolidated financial statements are prepared using the accrual method of accounting in accordance with United States ("U.S.") generally accepted accounting principles ("GAAP") and have been prepared on a going concern basis, which contemplates the realization of assets and the settlement of liabilities in the normal course of business. The Company has incurred significant losses and experienced negative cash flows since inception. As of June 30, 2024, the Company had cash of $31,386. In addition, the Company's net loss was $2,791,981for the six months ended June 30, 2024 and the Company's had a working capital deficit of $4,646,837. As of June 30, 2024, the accumulated deficit amounted to $47,238,583. 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.

The ability to continue as a going concern is dependent upon the Company generating profitable operations in the future and/or obtaining the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they come due. Management is evaluating different strategies to obtain financing to fund the Company's expenses and achieve a level of revenue adequate to support the Company's current cost structure. Financing strategies may include, but are not limited to, private placements of capital stock, debt borrowings, partnerships and/or collaborations. There can be no assurance that any of these future-funding efforts will be successful. The condensed 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.

Management's Representation of Interim Condensed Consolidated Financial Statements

The accompanying unaudited condensed consolidated financial statements have been prepared by the Company without audit pursuant to the rules and regulations of the Securities and Exchange Commission ("SEC"). Certain information and disclosures normally included in the condensed consolidated financial statements prepared in accordance with GAAP have been condensed or omitted as allowed by such rules and regulations, and management believes that the disclosures are adequate to make the information presented not misleading. These condensed consolidated financial statements include all of the adjustments, which in the opinion of management are necessary to a fair presentation of financial position and results of operations. All such adjustments are of a normal and recurring nature. Interim results are not necessarily indicative of results for a full year. These condensed consolidated financial statements should be read in conjunction with the audited condensed consolidated financial statements as of December 31, 2023.

The Company prepares its condensed consolidated financial statements based upon the accrual method of accounting, recognizing income when earned and expenses when incurred.

Basis of Presentation and Principles of Consolidation

Use of Estimates

The preparation of these condensed consolidated financial statements in conformity with 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 valuation allowances of deferred taxes, and share-based compensation expenses. Actual results may differ from these estimates. In addition, any change in these estimates or their related assumptions could have an adverse effect on the Company's operating results.

Cash and Cash Equivalents

The Company defines its cash and cash equivalents to include only cash on hand and certain highly liquid investments with original maturities of ninety days or less. The Company maintains its cash and cash equivalents at financial institutions, the balances of which may, at times, exceed federally insured limits. Management believes that the risk of loss due to the concentration is minimal.

Investments in Cryptocurrency

Investments were comprised of several cryptocurrencies the Company owned, of which a majority was Bitcoin, that were actively traded on exchanges. During 2018, the Company sold most of its investments and during 2019 wrote-off the remainder of all those investments because there was no method to obtain liquidity for those investments. The Company recorded this recovery as other income in its condensed consolidated financial statements. As previously disclosed, the Company has ceased operations of its former cryptocurrency investment segment, and the Company liquidates newly issued/accessible assets from old investments as promptly as practicable for the sole purpose of winding down the Company's legacy cryptocurrency investment segment.

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. The primary exchanges and principal markets the Company utilized for its trading were Kraken, Bittrex, Poloniex, and Bitstamp.

As of June 30, 2024, the Company had written off the value of its investments in cryptocurrency.

Investments Non-cryptocurrency

The Company previously invested in simple agreements for future tokens ("SAFT") and a simple agreement for future equity ("SAFE") agreements. The SAFT agreements provide for the issuance of tokens in anticipation of a future token generation event, with the number of tokens predetermined based on the price established in each respective agreement. The SAFE investment included provisions that provide for either equity or tokens, or both. As of June 30, 2024, and December 31, 2023, the Company had written-off its investments in non- cryptocurrency.

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.

Income Taxes

Deferred tax assets and liabilities are recognized for expected future consequences of events that have been included in the condensed 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 condensed 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 exceed the amount measured as described above is reflected as a liability for unrecognized tax benefits along with any associated interest and penalties that would be payable to the taxing authorities upon examination.

As of June 30, 2024, we are subject to federal taxation in the U.S., as well as state taxes. The Company has not been audited by the U.S. Internal Revenue Service.

Fair Value Measurements

The Company recognizes and discloses the fair value of its assets and liabilities using a hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to valuations based upon unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to valuations based upon unobservable inputs that are significant to the valuation (Level 3 measurements). Each level of input has different levels of subjectivity and the difficulty involved in determining fair value.

Level 1 Inputs are unadjusted, quoted prices for identical assets or liabilities in active markets at the measurable date.

Level 2 Inputs, other than quoted prices included in Level 1, which are observable for the asset or liability through corroboration with market data at the measurement date.

Level 3 Unobservable inputs that reflect management's best estimate of what participants would use in pricing the asset or liability at the measurement date.

The carrying amounts of the Company's financial assets and liabilities, including cash, accounts payable and accrued expenses approximate fair value because of the short maturity of these instruments.

Revenue Recognition

The Company recognizes revenue under ASC 606, Revenue from Contracts with Customers ("ASC 606"). The core principle of the new revenue standard is that a company should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the company expects to be entitled in exchange for those goods or services. The following five steps are applied to achieve that core principle:

	●	Step 1: Identify the contract with the customer
	●	Step 2: Identify the performance obligations in the contract
	●	Step 3: Determine the transaction price
	●	Step 4: Allocate the transaction price to the performance obligations in the contract
	●	Step 5: Recognize revenue when the Company satisfies a performance obligation

In order to identify the performance obligations in a contract with a customer, a company must assess the promised goods or services in the contract and identify each promised good or service that is distinct. A performance obligation meets ASC 606's definition of a "distinct" good or service (or bundle of goods or services) if both of the following criteria are met: The customer can benefit from the good or service either on its own or together with other resources that are readily available to the customer (i.e., the good or service is capable of being distinct), and the entity's promise to transfer the good or service to the customer is separately identifiable from other promises in the contract (i.e., the promise to transfer the good or service is distinct within the context of the contract).

If a good or service is not distinct, the good or service is combined with other promised goods or services until a bundle of goods or services is identified that is distinct.

The transaction price is the amount of consideration to which an entity expects to be entitled in exchange for transferring promised goods or services to a customer. The consideration promised in a contract with a customer may include fixed amounts, variable amounts, or both. When determining the transaction price, an entity must consider the effects of all of the following:

Variable consideration is included in the transaction price only to the extent that it is probable that a significant reversal in the amount of cumulative revenue recognized will not occur when the uncertainty associated with the variable consideration is subsequently resolved. The transaction price is allocated to each performance obligation on a relative standalone selling price basis. The transaction price allocated to each performance obligation is recognized when that performance obligation is satisfied, at a point in time or over time as appropriate.

The Company adopted ASC 606 as of January 1, 2018, using the modified retrospective transition method for contracts as of the date of initial application. There was no cumulative impact on the Company's retained earnings.

During the period ended June 30, 2024, the Company's main source of revenue was consulting and education services to numerous customers provided by and through BTA. The Company has determined that revenue should be recognized over time, as the service is provided. The Company considered the criteria in ASC 606 in reaching this determination, specifically:

	●	The customer receives and consumes the benefit provided by the Company's performance as the Company performs.
	●	The Company's performance enhances an asset controlled by the customer.
	●	The Company's performance does not create an asset with alternative use, and the Company has an enforceable right to payment for performance completed to date.

The consulting and education services performed during the period ended June 30, 2024, meet more than one of the criteria above.

Share-based Compensation

In accordance with ASC No. 718, Compensation-Stock Compensation, 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 condensed financial statements over the period during which employees are required to provide services. Share-based compensation arrangements include stock options.

On January 1, 2019, the Company adopted ASC No. 2018-07, Improvements to Nonemployee Share-Based Payment Accounting, which simplifies the accounting for share-based payments to nonemployees by aligning it with the accounting for share-based payments to employees, with certain exceptions. Previously, share-based payments to nonemployees was accounted for in accordance with ASC No. 505, Equity-Based Payments to Non-Employees, which required compensation cost to be remeasured at fair value at each reporting period when the award vests. As a result, stock option-based payments to non-employees resulted in significant volatility in compensation expenses in prior years.

The Company accounts for its share-based compensation using the Black-Scholes model to estimate the fair value of stock option awards. Using this model, fair value is calculated based on assumptions with respect to the (i) expected volatility of the Company's common stock price, (ii) expected life of the award, which for options is the time over which employees and non- employees are expected to hold their options prior to exercise, and (iii) risk-free interest rate.

Net Loss per Common Share

The Company reports earnings per share ("EPS") with a dual presentation of basic EPS and diluted EPS. Basic EPS is computed as net income divided by the weighted average of common shares for the period. Diluted EPS reflects the potential dilution that could occur from common shares issued through stock options, or warrants. For the three and six month periods ended June 30, 2024, and 2023, the Company had no potentially dilutive common stock equivalents. Therefore, the basic EPS and diluted EPS are the same.

NOTE 3 - RECENT ACCOUNTING PRONOUNCEMENTS

The Company has implemented all new accounting pronouncements that are in effect and that may impact its condensed financial statements and does not believe that there are any other new pronouncements that have been issued that might have a material impact on its financial position or results of operations.

NOTE 4 -GOODWILL AND INTANGIBLE ASSETS

The Company entered into a Stock Purchase Agreement (the "SPA") effective as of March 24, 2021 with BTA and its stockholders. On April 8, 2021, the Company completed the acquisition of all of the issued and outstanding stock of BTA and BTA became a wholly owned subsidiary of the Company. At the closing, the Company delivered to the sellers a total of $600,000in cash, promissory notes in the total principal amount of $150,000bearing 1% interest per annum, and an aggregate of 201,439shares of the Company's common stock valued at $604,317, in accordance with the terms of the SPA. Additionally, the Company acquired $4,860in cash from BTA.

As a result of the foregoing, the Company initially recorded goodwill of $1,349,457. The Company conducted a valuation study upon the closing of the acquisition of BTA. The final valuation report determined the amount goodwill to be $740,469, with the remaining $650,000of the goodwill relating to amortizable intangibles amortized over a fifteen-year period, or approximately $54,166per year.

During the six months months ended June 30, 2024, the Company recorded $21,666in amortization expense.

NOTE 5 - NOTES PAYABLE

CoinTracking Note

On April 3, 2018, CoinTracking entered into a Loan Agreement (the "Loan Agreement") with CoinTracking GmbH, which provided for total borrowings of up to $3,000,000. During 2018, CoinTracking borrowed $1,500,000in exchange for three promissory notes (collectively, the "CoinTracking Note") in the principal amounts of $300,000, $700,000, and $500,000, respectively. On December 31, 2018, the CoinTracking Note was still outstanding. On January 2, 2019, the Company sold its equity ownership stake in CoinTracking GmbH, and $1,200,000of the sales proceeds were applied toward repayment of the $1,500,000outstanding loan amount under the CoinTracking Note. The remaining balance of $300,000was outstanding as of September 30, 2022, with a due date of March 31, 2023, which due date was extended from the prior due date of March 31, 2021 pursuant to an amendment dated December 28, 2018. The CoinTracking Note bears interest at 3%, which is payable monthly, in arrears. All payments shall be applied first to all accrued and unpaid interest and second to the outstanding principal balance, as applicable. The maturity date of the CoinTracking Note has not been extended nor has any default been asserted by the lender.

Interest expense for Notes Payable was $372,245for the six month period ended June 30, 2024 compared to $280,835during the six month period ended June 30, 2023, respectively.

2020 SBA Loan

	●	On June 10, 2020, the Company received a loan from the Small Business Administration of $14,100(the "2020 SBA Loan"). The 2020 SBA Loan bears interest at 3.75% per annum and is payable over 30years with all payments of principal and interest deferred for the first 12 months.
		As of June 30, 2024, the balance remaining under the 2020 SBA Loan is $12,979.

BIT and IDI Notes

● Effective February 23, 2022, the Company entered into two separate Purchase Agreement and Bill of Sales to purchase a total of 215cryptocurrency miners (each, a "Purchase Agreement"). The first Purchase Agreement was entered into with Bitmine Immersion Technologies, Inc. ("BIT") whereby the Company agreed to purchase a total of 95miners for a total purchase price of $337,500and the second Purchase Agreement was entered into with Innovative Digital investors, LLC ("IDI") whereby the Company agreed to purchase a total of 120miners for a total purchase price of $696,000. In each case the Company paid one half of the purchase price at closing (effective February 25, 2022) and the other half of the purchase price is payable in accordance with a 10% unsecured promissory note delivered to each of BIT and IDI. The promissory note delivered to BIT is in the principal amount of $168,750, is payable in two installment payments, and by its original term had a maturity date of May 15, 2022. The promissory note delivered to IDI is in the principal amount of $348,000, is payable in four installment payments, and by its original terms had a maturity date of October 15, 2022.

The maturity dates of the Bitmine promissory note delivered to each of BIT and IDI (originally May 15, 2022 and October 15, 2022) were, in each case extended by two months by mutual agreement of the parties due to supply chain delays effecting the shipment and delivery of the mining equipment to the Company.

January 2022 AJB Note

● Effective January 13, 2022, the Company borrowed funds pursuant to the terms of a Securities Purchase Agreement entered into with AJB Capital Investments, LLC ("AJB"), and issued a Promissory Note in the principal amount of $750,000(the "Jan. AJB Note") to AJB in a private transaction for a purchase price of $675,000(giving effect to a 10% original issue discount). The maturity date of the Jan. AJB Note was July 12, 2022. The Jan. AJB Note bears interest at 10% per year, and principal and accrued interest was to be due on the maturity date. In connection with a subsequent loan extended to the Company by AJB on or about May 3, 2022 (as further described below) the Company repaid all outstanding obligations that were due to AJB under the Jan. AJB Note. In connection with a subsequent promissory note entered into by and between the Company and AJB in May 2022, the Company repaid all obligations owed to AJB pursuant to this Jan. AJB Note.

Sixth Street SPA

● Effective January 18, 2022, the Company borrowed funds pursuant to a Securities Purchase Agreement (the "Sixth Street SPA") entered into with Sixth Street Lending, LLC ("Sixth Street") and issued a Promissory Note in the principal amount of $116,200(the "Sixth Street Note") to Sixth Street in a private transaction to for a purchase price of $103,750(giving effect to an original issue discount). The Company agreed to various covenants in the Sixth Street SPA. The Sixth Street Note had a maturity date of January 13, 2023 and the Company agreed to pay interest on the unpaid principal balance of the Sixth Street Note at the rate of twelve percent (12.0%) per annum from the date on which the Sixth Street Note was issued until the same becomes due and payable, whether at maturity or upon acceleration or by prepayment or otherwise. Payments are due monthly, beginning in the end of February 2022. The Company had the right to prepay the Sixth Street Note in accordance with the terms set forth in the Sixth Street Note.

In connection with a subsequent loan extended to the Company by 1800 Diagonal Lending, LLC on or about September 30, 2022 (as further described below) the Company repaid all outstanding obligations that were due to Sixth Street under the Sixth Street Note.

February 2022 AJB Note

● On February 24, 2022, the Company borrowed funds pursuant to the terms of a Securities Purchase Agreement (the "Feb. SPA") entered into with AJB, and issued a Promissory Note in the principal amount of $300,000(the "Feb. Note") to ABJ in a private transaction for a purchase price of $275,000(giving effect to an original issue discount). The maturity date of the Feb. Note was August 24, 2022, but it may be extended for six months upon the consent of AJB and the Company. The Feb. Note bears interest at 10% per year, and principal and accrued interest is due on the maturity date. The Company may prepay the Feb. Note at any time without penalty. The Company's failure to make required payments under the AJB Note or to comply with various covenants, among other matters, would constitute an event of default. Upon an event of default under the Feb. SPA or Feb. Note, the Feb. Note will bear interest at 18%, AJB may immediately accelerate the Feb. Note due date, AJB may convert the amount outstanding under the Feb. 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 June 30, 2024, the Company repaid all obligations owed to AJB pursuant to this Feb. AJB Note.

Efrat Note

● On April 7, 2022, the Company borrowed funds pursuant to the terms of a Securities Purchase Agreement (the "April SPA") entered into with Efrat Investments LLC ("Efrat") and issued a Promissory Note in the principal amount of $220,000to Efrat (the "Efrat Note") in a private transaction for a purchase price of $198,000(giving effect to an original issue discount). After payment of the fees and costs, the net proceeds from the Efrat Note will be used by the Company for working capital and other general corporate purposes.

The maturity date of the Efrat Note was September 7, 2022, although the maturity date may be extended for six months upon the consent of Efrat and the Company. The Efrat Note bears interest at 10% per year, and principal and accrued interest is due on the maturity date. The Company may prepay the Efrat Note at any time without penalty. Any failure by the Company to make required payments under the Efrat Note or to comply with various covenants, among other matters, would constitute an event of default. Upon an event of default under the April SPA or the Efrat Note, the Efrat Note will bear interest at 18%, Efrat may immediately accelerate the Efrat Note due date, Efrat may convert the amount outstanding under the Efrat Note into shares of Company common stock at a discount to the market price of the stock, and Efrat will be entitled to its costs of collection, among other penalties and remedies.

As of June 30, 2024, the balancing remaining under the Efrat Note is $83,383.

May 2022 AJB Note

● On May 3, 2022, the Company borrowed funds pursuant to the terms of a Securities Purchase Agreement (the "May AJB SPA") entered into with AJB, and issued a Promissory Note in the principal amount of $1,000,000(the "May AJB Note") to AJB in a private transaction for a purchase price of $900,000(giving effect to a 10% original issue discount). In connection with the sale of the AJB Note, the Company also paid certain fees and due diligence costs of AJB and brokerage fees to J.H. Darbie & Co., a registered broker-dealer.

At the closing the Company repaid all obligations owed to AJB pursuant to a 10% promissory note in the principal amount of $750,000issued 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 $138,125net proceeds from the issuance of the May AJB Note are expected to be utilized for working capital and other general corporate purposes.

The maturity date of the May AJB Note was 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 requirements under the Securities Exchange Act of 1934, and must maintain the listing of the Company's common stock on the OTC Market or other exchange, among other restrictions and requirements. The Company's failure to make required payments under the 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.

As of June 30, 2024, the balancing remaining under the May AJB Note is $1,016,547.

July 2022 1800 Diagonal Note

● On July 8, 2022, The Company borrowed funds pursuant to a Securities Purchase Agreement (the "SPA") entered into with 1800 Diagonal Lending, LLC ("Diagonal"), and Diagonal purchased a convertible promissory note (the "Note") from the Company in the aggregate principal amount of $79,250. Pursuant to the SPA, the Company agreed to reimburse Diagonal for certain fees in connection with entry into the SPA and the issuance of the Note. The SPA contains customary representations and warranties by the Company and Diagonal typically contained in such documents.

The maturity date of the Note was July 5, 2023(the "Maturity Date"). The Note bears interest at a rate of 10% per annum, and a default interest of 22% per annum.Diagonal has the option to convert all of the outstanding amounts due under the Note into shares of the Company's common stock beginning on the date which is 180 days following the date of the Note and ending on the later of: (i) the Maturity Date and (ii) the date of payment of the default amount, as such term is defined under the Note. The conversion price under the Note for each share of common stock is equal to 65% of the lowest trading price of the Company's common stock for the 10trading days prior to the conversion date. The conversion of the Note is subject to a beneficial ownership limitation of 4.99% of the number of shares of common stock outstanding immediately after giving effect to such conversion. Failure of the Company to convert the Note and deliver the common stock when due will result in the Company paying Diagonal a monetary penalty for each day beyond such deadline.

Prior to the 180th day of the issuance date Note, the Company may prepay the Note in whole or in part, however, if it does so between the issuance date and the date which is 60 days from the issuance date, the repayment percentage is 115%. If the Company prepays the Note between the 61st day after issuance and the 120th day after issuance, the prepayment percentage is 120%. If the Company prepays the Note between the 121st day after issuance and 180 days after issuance, the prepayment percentage is 125%. After such time, the Company can submit an optional prepayment notice to Diagonal, however the prepayment shall be subject to the agreement between the Company and Diagonal on the applicable prepayment percentage.

As of June 30, 2024 the Company repaid all obligations owed to 1800 Diagonal pursuant to this July Diagonal Note.

Coventry Note

● On July 27, 2022, The Company entered into a Securities Purchase Agreement (the "Purchase Agreement") with Coventry Enterprises, LLC ("Coventry"), pursuant to which Coventry purchased a 10% unsecured promissory Note (the "Note") from the Company in the principal amount of $200,000, of which $40,000was retained by Coventry through an "Original Issue Discount" for due diligence and origination related to the transaction. Pursuant to the terms of the Purchase Agreement, the Company also agreed to issue 25,000shares of restricted common stock to Coventry as additional consideration for the purchase of the Note. In addition, in the Purchase Agreement the Company granted Coventry a right of first refusal with respect to certain types of equity financing transactions the Company may pursue or effect.

The Note bears interest at a rate of 10% per annum, with guaranteed interest (the "Guaranteed Interest") of $20,000being deemed earned as of date of issuance of the Note. The Note matured on July 15, 2023. The principal amount and the Guaranteed Interest is due and payable in seven equal monthly payments of $31,428.57, beginning on December 15, 2022 and continuing on the third day of each month thereafter until paid in full.

Any or all of the principal amount and the Guaranteed Interest may be prepaid at any time and from time to time, in each case without penalty or premium.

If an Event of Default (as defined in the Note) occurs, consistent with the terms of the Note, the Note will become convertible, in whole or in part, into shares of the Company's common stock at Coventry's option, subject to a 4.99% beneficial ownership limitation (which may be increased up to 9.99% by Coventry). The per share conversion price is 90% of the lowest volume-weighted average trading price during the 20-trading day period before conversion.

In addition to certain other remedies, if an Event of Default occurs, consistent with the terms of the Note, the Note will bear interest on the aggregate unpaid principal amount and Guaranteed Interest at the rate of the lesser of 18% per annum or the maximum rate permitted by law.

As of June 30, 2024 the Company repaid all obligations owed to Coventry Enterprises pursuant to this Coventry Note.

September 2022 1800 Diagonal Note

● On September 30, 2202, the Company borrowed funds pursuant to a Securities Purchase Agreement (the "SPA") entered into with 1800 Diagonal Lending, LLC ("Diagonal"), and Diagonal purchased a convertible promissory note (the "Note") from the Company in the aggregate principal amount of $108,936(giving effect to an original issue discount). The SPA contains customary representations and warranties by the Company and Diagonal typically contained in such documents.

A portion of the proceeds from the sale of the Note were used by the parties to satisfy all remaining amounts due under a convertible promissory note dated January 11, 2022, issued by the Company to Sixth Street Lending, LLC. After payment of fees, and after satisfaction of the January 11, 2022 convertible promissory note in favor of Sixth Street Lending, the net proceeds to the Company were $80,000, which will be used for working capital and other general corporate purposes.

The Note has a maturity date of September 26, 2023, and the Company has agreed to pay interest on the unpaid principal balance of the Note at the rate of twelve percent (12.0%) per annum from the date on which the Note was issued until the same becomes due and payable, whether at maturity or upon acceleration or by prepayment or otherwise. Payments are due monthly, beginning on November 15, 2022. The Company has the right to prepay the Note in accordance with the terms set forth in the Note.

Following an event of default, and subject to certain limitations, the outstanding amount of the Note may be converted into shares of Company common stock. Amounts due under the Note would be converted into shares of the Company's common stock at a conversion price equal to 75% of the lowest trading price with a 10-day lookback immediately preceding the date of conversion. In no event may the lender effect a conversion if such conversion, along with all other shares of Company common stock beneficially owned by the lender and its affiliates would exceed 4.99% of the outstanding shares of Company common stock. In addition, upon the occurrence and during the continuation of an event of default the Note will become immediately due and payable and the Company shall pay to the lender, in full satisfaction of its obligations thereunder, additional amounts as set forth in the Note.

As of June 30, 2024 the Company repaid all obligations owed to 1800 Diagonal pursuant to this Sept. Diagonal Note.

December 2022 1800 Diagonal Note

● On December 15, 2022, Company borrowed funds pursuant to a Securities Purchase Agreement (the "SPA") entered into with 1800 Diagonal Lending, LLC ("Diagonal"), and Diagonal purchased a convertible promissory note (the "Note") from the Company in the aggregate principal amount of $88,760(giving effect to an original issue discount). Net proceeds from the sale of the Note will be used primarily for general working capital purposes. The SPA contains customary representations and warranties by the Company and Diagonal typically contained in such documents.

The Note has a maturity date of December 9, 2023, and the Company has agreed to pay interest on the unpaid principal balance of the Note at the rate of twelve percent (12.0%) per annum, with interest being payable through a one-time interest charge of $10,651being applied on the principal amount of the Note on the issuance date. Payments are due monthly, beginning on January 30, 2023. The Company has the right to prepay the Note in accordance with the terms set forth in the Note.

Following an event of default, and subject to certain limitations, the outstanding amount of the Note may be converted into shares of Company common stock. Amounts due under the Note would be converted into shares of the Company's common stock at a conversion price equal to 75% of the lowest trading price with a 10-day lookback immediately preceding the date of conversion. In no event may the lender effect a conversion if such conversion, along with all other shares of Company common stock beneficially owned by the lender and its affiliates would exceed 4.99% of the outstanding shares of Company common stock. In addition, upon the occurrence and during the continuation of an event of default the Note will become immediately due and payable and the Company shall pay to the lender, in full satisfaction of its obligations thereunder, additional amounts as set forth in the Note.

As of June 30, 2024 the Company repaid all obligations owed to 1800 Diagonal pursuant to this Dec. Diagonal Note.

January 2023 1800 Diagonal Note

● On January 10, 2023, the Company borrowed funds pursuant to a SPA entered into with Diagonal, and Diagonal purchased a convertible promissory note (the "Third Diagonal Note") from the Company in the aggregate principal amount of $79,250. Pursuant to the SPA, the Company agreed to reimburse Diagonal for certain fees in connection with entry into the SPA and the issuance of the Third Diagonal Note. The SPA contains customary representations and warranties by the Company and Diagonal typically contained in such documents.

The maturity date of the Third Diagonal Note was January 3, 2024(the "Maturity Date"). The Note bears interest at a rate of 10% per annum, and a default interest of 22% per annum. Diagonal has the option to convert all of the outstanding amounts due under the Third Diagonal Note into shares of the Company's common stock beginning on the date which is 180 days following the date of the Third Diagonal Note and ending on the later of: (i) the Maturity Date and (ii) the date of payment of the default amount, as such term is defined under the Third Diagonal Note. The conversion price under the Third Diagonal Note for each share of common stock is equal to 65% of the lowest trading price of the Company's common stock for the 10 trading days prior to the conversion date. The conversion of the Third Diagonal Note is subject to a beneficial ownership limitation of 4.99% of the number of shares of common stock outstanding immediately after giving effect to such conversion. Failure of the Company to convert the Third Diagonal Note and deliver the common stock when due will result in the Company paying Diagonal a monetary penalty for each day beyond such deadline.

The Company may prepay the Third Diagonal Note in whole, however, if it does so between the issuance date and the date which is 60 days from the issuance date, the repayment percentage is 115%. If the Company prepays the Third Diagonal Note on or between the 61st day after issuance and the 90th day after issuance, the prepayment percentage is 120%. If the Company prepays the Third Diagonal Note on or between the 91st day after issuance and 180 days after issuance, the prepayment percentage is 125%. After such time, the Company can submit an optional prepayment notice to Diagonal, however the prepayment shall be subject to the agreement between the Company and Diagonal on the applicable prepayment percentage.

Pursuant to the Third Diagonal Note, as long as the Company has any obligations under the Third Diagonal Note, the Company cannot without Diagonal's written consent, sell, lease or otherwise dispose of any significant portion of its assets which would render the Company a "shell company" as such term is defined in SEC Rule 144. Additionally, under the Note, any consent to the disposition of any assets may be conditioned on a specified use of the proceeds of disposition.

The Third Diagonal Note contains standard and customary events of default such as failing to timely make payments under the Note when due, the failure of the Company to timely comply with the Securities Exchange Act of 1934, as amended, reporting requirements and the failure to maintain a listing on the OTC Markets. The occurrence of any of the events of default, entitled Diagonal, among other things, to accelerate the due date of the unpaid principal amount of, and all accrued and unpaid interest on, the Third Diagonal Note. Upon an "Event of Default", interest shall accrue at a default interest rate of 22%, and the Company may be obligated to pay to the Diagonal an amount equal to 150% of all amounts due and owing under the Third Diagonal Note.

With respect to the two outstanding Diagonal Notes, Diagonal has agreed to accept $126,500.00(the "Diagonal Settlement Amount") in complete and full settlement of the Diagonal Notes. The Company paid the Diagonal Settlement Amount and the Diagonal Notes were deemed paid off on November 13, 2023.

As of June 30, 2024 the Company repaid all obligations owed to 1800 Diagonal pursuant to this Third Diagonal Note.

Fast Capital Note

● On February 2, 2023, the Company borrowed funds pursuant to a SPA entered into with Fast Capital, LLC ("Fast Capital"), and Fast Capital purchased a 10% convertible promissory note (the "Fast Capital Note") from the Company in the aggregate principal amount of $115,000. The Fast Capital Note has an original issue discount of $10,000, resulting in gross proceeds to the Company of $105,000. Pursuant to the SPA, the Company agreed to reimburse Fast Capital for certain fees in connection with entry into the SPA and the issuance of the Fast Capital Note. The SPA contains certain covenants and customary representations and warranties by the Company and Fast Capital typically contained in such documents.

The maturity date of the Fast Capital Note was January 30, 2024. The Fast Capital Note bears interest at a rate of 10% per annum, and a default interest of 24% per annum. Interest is payable in shares of Company common stock.

For the first six months, the Company has the right to prepay principal and accrued interest due under the Fast Capital Note at a premium of between 15% and 40% depending on when it is repaid. The Fast Capital Note may not be prepaid after the 180th day of its issuance.

Fast Capital has the right at any time after the six-month anniversary of the date of issuance of the Fast Capital Note to convert all or any part of the outstanding and unpaid principal amount of the Fast Capital Note into Company common stock, subject to a beneficial ownership limitation. The conversion price of the Fast Capital Note equals 60% of the lowest closing price of the Company's common stock for the 20 prior trading days, including the day upon which a notice of conversion is delivered.

The Fast Capital Note contains various covenants standard and customary events of default such as failing to timely make payments under the Fast Capital Note when due, the failure to maintain a listing on the OTC Markets or the Company defaulting on any other note or similar debt obligation into which the Company has entered and failed to cure within the applicable grace period. The occurrence of any of the events of default, entitle First Capital, among other things, to accelerate the due date of the unpaid principal amount of, and all accrued and unpaid interest on, the Fast Capital Note. Upon an "Event of Default", interest shall accrue at a default interest rate of 24%, and certain defined events of default may give rise to other remedies (such as, if the Company is delinquent in its periodic report filings with the Securities and Exchange Commission then the conversion price of the Fast Capital Note may be decreased).

As of June 30, 2024, the balancing remaining under the Fast Capital Note is $135,416.

March 2023 1800 Diagonal Note

● On March 2, 2023, the Company borrowed funds pursuant to a SPA entered into with Diagonal, and Diagonal purchased a convertible promissory note (the "Fourth Diagonal Note") from the Company in the aggregate principal amount of $54,250. Pursuant to the SPA, the Company agreed to reimburse Diagonal for certain fees in connection with entry into the SPA and the issuance of the Fourth Diagonal Note. The SPA contains customary representations and warranties by the Company and Diagonal typically contained in such documents.

The maturity date of the Fourth Diagonal Note was March 2, 2024(the "Maturity Date"). The Fourth Diagonal Note bears interest at a rate of 10% per annum, and a default interest of 22% per annum. Diagonal has the option to convert all of the outstanding amounts due under the Fourth Diagonal Note into shares of the Company's common stock beginning on the date which is 180 days following the date of the Fourth Diagonal Note and ending on the later of: (i) the Maturity Date and (ii) the date of payment of the default amount, as such term is defined under the Fourth Diagonal Note. The conversion price under the Fourth Diagonal Note for each share of common stock is equal to 65% of the lowest trading price of the Company's common stock for the 10 trading days prior to the conversion date. The conversion of the Fourth Diagonal Note is subject to a beneficial ownership limitation of 4.99% of the number of shares of common stock outstanding immediately after giving effect to such conversion. Failure of the Company to convert the Note and deliver the common stock when due will result in the Company paying Diagonal a monetary penalty for each day beyond such deadline.

The Company may prepay the Fourth Diagonal Note in whole, however, if it does so between the issuance date and the date which is 60 days from the issuance date, the repayment percentage is 115%. If the Company prepays the Fourth Diagonal Note on or between the 61st day after issuance and the 90th day after issuance, the prepayment percentage is 120%. If the Company prepays the Fourth Diagonal Note on or between the 91st day after issuance and 180 days after issuance, the prepayment percentage is 125%. After such time, the Company can submit an optional prepayment notice to Diagonal, however the prepayment shall be subject to the agreement between the Company and Diagonal on the applicable prepayment percentage.

Pursuant to the Fourth Diagonal Note, as long as the Company has any obligations under the Fourth Diagonal Note, the Company cannot without Diagonal's written consent, sell, lease or otherwise dispose of any significant portion of its assets.

The Fourth Diagonal Note contains standard and customary events of default such as failing to timely make payments under the Note when due, the failure of the Company to timely comply with the Securities Exchange Act of 1934, as amended, reporting requirements and the failure to maintain a listing on the OTC Markets. The occurrence of any of the events of default, entitled Diagonal, among other things, to accelerate the due date of the unpaid principal amount of, and all accrued and unpaid interest on, the Fourth Diagonal Note. Upon an "Event of Default", interest shall accrue at a default interest rate of 22%, and the Company may be obligated to pay to the Diagonal an amount equal to 150% of all amounts due and owing under the Note.

With respect to the two outstanding Diagonal Notes, Diagonal has agreed to accept $126,500.00(the "Diagonal Settlement Amount") in complete and full settlement of the Diagonal Notes. The Company paid the Diagonal Settlement Amount and the Diagonal Notes were deemed paid off on November 13, 2023.

As of June 30, 2024 the Company repaid all obligations owed to 1800 Diagonal pursuant to this Fourth Diagonal Note.

June 2023 AJB Note

● On June 23, 2023, the Company borrowed funds pursuant to the terms of a Securities Purchase Agreement (the "AJB SPA") entered into with AJB, and issued a Promissory Note in the principal amount of $550,000(the "AJB June Note") to AJB in a private transaction for a purchase price of $500,000(giving effect to a 10% original issue discount). In connection with the sale of the AJB June Note, the Company also paid certain fees and due diligence costs to 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 $200,000may be drawn upon for potential acquisitions.

The maturity date of the AJB June Note was 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 June 30, 2024 the balancing remaining under the AJB June Note is $447,735.

November 2023 AJB Note

● 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 $500,000to AJB (the "Nov. Note") in a private transaction for a purchase price of $425,000(giving effect to an original issue discount). After payment of the fees and costs, the net proceeds to the Company were $405,000, which will be used for working capital and other general corporate purposes.

The maturity date of the Nov. Note was May 10, 2024. The Nov. Note bears interest at 12% per year, and principal and accrued interest is due on the maturity date. The Company may prepay the Nov. Note at any time without penalty. The 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.

As of June 30, 2024 the balancing remaining under the AJB November Note is $544,384.

January 2024 AJB Note

● On January 14, 2024, the Company borrowed funds pursuant to the terms of a Securities Purchase Agreement (the "AJB SPA") entered into with AJB Capital Investments, LLC ("AJB"), and issued a Promissory Note in the principal amount of $50,000(the "AJB Note") to AJB in a private transaction for a purchase price of $42,500, each dated as of January 30, 2024, the funds for which were received on February 1, 2024. In connection with the sale of the AJB Note, the Company also paid certain fees and expenses of AJB. After payment of the fees and expenses, the net proceeds to the Company were $40,000, which will be used for working capital, to fund potential acquisitions or other forms of strategic relationships, and other general corporate purposes.

The maturity date of the AJB Note was July 30, 2024. The AJB Note bears no interest on the principal except for default interest, if any. The Company may prepay the AJB Note at any time without penalty. Under the terms of the AJB Note, the Company may not issue additional debt that is not subordinate to AJB, must comply with the Company's reporting requirements under the Securities Exchange Act of 1934, and must maintain the listing of the Company's common stock on the OTC Market or other exchange, among other restrictions and requirements. The Company's failure to make required payments under the AJB Note or to comply with any of these covenants, among other matters, would constitute an event of default. Upon an event of default under the AJB SPA or AJB Note, the AJB Note will bear interest at 18%, AJB may immediately accelerate the AJB Note due date, AJB may convert the amount outstanding under the AJB Note into shares of Company common stock at a discount to the market price of the stock, and AJB will be entitled to its costs of collection, among other penalties and remedies.

As of June 30, 2024 the balancing remaining under the AJB January Note is $50,000.

February 23, 2024 AJB Note

● On February 23, 2024, the Company borrowed funds pursuant to the terms of a Securities Purchase Agreement (the "AJB SPA") entered into with AJB Capital Investments, LLC ("AJB"), and issued a Promissory Note in the principal amount of $53,000(the "AJB Note") to AJB in a private transaction for a purchase price of $45,050, each entered into on February 23, 2024. In connection with the sale of the AJB Note, the Company also paid certain fees and expenses of AJB. After payment of the fees and expenses, the net proceeds to the Company were $40,050, which will be used for working capital, to fund potential acquisitions or other forms of strategic relationships, and other general corporate purposes.

The maturity date of the AJB Note is August 20, 2024. The AJB Note bears no interest on the principal except for default interest, if any. The Company may prepay the AJB Note at any time without penalty. Under the terms of the AJB Note, the Company may not issue additional debt that is not subordinate to AJB, must comply with the Company's reporting requirements under the Securities Exchange Act of 1934, and must maintain the listing of the Company's common stock on the OTC Market or other exchange, among other restrictions and requirements. The Company's failure to make required payments under the AJB Note or to comply with any of these covenants, among other matters, would constitute an event of default. Upon an event of default under the AJB SPA or AJB Note, the AJB Note will bear interest at the lesser of (i) 18% per annum or (ii) the maximum amount permitted under the law, AJB may immediately accelerate the AJB Note due date, AJB may convert the amount outstanding under the AJB Note into shares of Company common stock at a discount to the market price of the stock, and AJB will be entitled to its costs of collection, among other penalties and remedies.

As of June 30, 2024 the balancing remaining under the AJB February Note is $53,000.

February 29, 2024 AJB Note

● On February 29, 2024, the Company borrowed funds pursuant to the terms of a Securities Purchase Agreement (the "AJB SPA") entered into with AJB Capital Investments, LLC ("AJB"), and issued a Promissory Note in the principal amount of $159,000(the "AJB Note") to AJB in a private transaction for a purchase price of $135,000, each dated as of February 29, 2024. In connection with the sale of the AJB Note, the Company also paid certain fees and expenses of AJB. After payment of the fees and expenses, the net proceeds to the Company were $130,000, which will be used for working capital, to fund potential acquisitions or other forms of strategic relationships, and other general corporate purposes.

The maturity date of the AJB Note is August 29, 2024. The AJB Note bears no interest on the principal except for default interest, if any. The Company may prepay the AJB Note at any time without penalty. Under the terms of the AJB Note, the Company may not issue additional debt that is not subordinate to AJB, must comply with the Company's reporting requirements under the Securities Exchange Act of 1934, and must maintain the listing of the Company's common stock on the OTC Market or other exchange, among other restrictions and requirements. The Company's failure to make required payments under the AJB Note or to comply with any of these covenants, among other matters, would constitute an event of default. Upon an event of default under the AJB SPA or AJB Note, the AJB Note will bear interest at the lesser of 18% per annum or the maximum amount permitted under law, AJB may immediately accelerate the AJB Note due date, AJB may convert the amount outstanding under the AJB Note into shares of Company common stock at a discount to the market price of the stock, and AJB will be entitled to its costs of collection, among other penalties and remedies.

As of June 30, 2024 the balancing remaining under the AJB February Note is $159,000.

April 2024 AJB Note

On April 12, 2024, the Company borrowed funds pursuant to the terms of a Securities Purchase Agreement (the "AJB SPA") entered into with AJB Capital Investments, LLC ("AJB"), and issued a Promissory Note in the principal amount of $120,000(the "AJB Note") to AJB in a private transaction for a purchase price of $108,000. The maturity date of the AJB Note is October 12, 2024, however, the principal amount under this AJB Note was increased to $185,555and the Maturity Date was extended to November 1, 2024 pursuant to the First and Second Amendment (see descriptions below).

AJB First Amendment to Note

●On May 1, 2024, the Crypto Company (the "Company") and AJB Capital Investments LLC entered into a First Amendment to that certain Promissory Note dated as of April 12, 2024 ("Existing Note"). The First Amendment to the Promissory Note amends the Existing Note to (1) increase the principal amount of the Existing Note from $120,000to $148,889and (2) extend the maturity date of the Existing Note to November 1, 2024.

AJB Second Amendment to Note

●On May 20, 2024, the Crypto Company (the "Company") and AJB Capital Investments LLC entered into a Second Amendment, effective as of May 15, 2024, to that certain Promissory Note dated as of April 12, 2024 ("Promissory Note"). The First Amendment to the Promissory Note ("First Amendment") amended the Promissory Note to (1) increase the principal amount of the Promissory Note from $120,000to $148,889and (2) extended the maturity date of the Promissory Note to November 1, 2024. The Second Amendment to the Promissory Note ("Second Amendment") amends the Promissory Note, as amended by the First Amendment, to increase the principal amount of the Promissory Note from $148,889to $185,555; provided, however, that the $185,555principal carries an original issue discount of $3,666withheld from the Company to cover monitoring costs associated with the Promissory Note. Moreover, $1,000of the $185,555principal shall be withheld to pay the Company's legal counsel fees and expenses incurred in connection with this Second Amendment.

June 7, 2024 AJB Note

● The Crypto Company (the "Company") borrowed funds pursuant to the terms of a Securities Purchase Agreement (the "AJB SPA") entered into with AJB Capital Investments, LLC ("AJB"), and issued a Promissory Note in the principal amount of $68,000(the "AJB Note") to AJB in a private transaction for a purchase price of $61,200, each executed as of June 7, 2024. In connection with the sale of the AJB Note, the Company also paid certain fees and expenses of AJB. After payment of the fees and expenses, the net proceeds to the Company were $55,000, which will be used for working capital, to fund potential acquisitions or other forms of strategic relationships, and other general corporate purposes.

The maturity date of the AJB Note is December 1, 2024. The AJB Note bears interest at a rate of twelve percent (12%) per calendar year from the date of issuance. The interest shall accrue on a monthly basis and is payable on the maturity date or upon acceleration or by prepayment or otherwise. The Company may prepay the AJB Note at any time without penalty. Under the terms of the AJB Note, the Company may not issue additional debt that is not subordinate to AJB, must comply with the Company's reporting requirements under the Securities Exchange Act of 1934, and must maintain the listing of the Company's common stock on the OTC Market or other exchange, among other restrictions and requirements. The Company's failure to make required payments under the AJB Note or to comply with any of these covenants, among other matters, would constitute an event of default. Upon an event of default under the AJB SPA or AJB Note, the AJB Note will bear interest at the lesser of 18% per annum or the maximum amount permitted under law, AJB may immediately accelerate the AJB Note due date, AJB may convert the amount outstanding under the AJB Note into shares of Company common stock at a discount to the market price of the stock, and AJB will be entitled to its costs of collection, among other penalties and remedies.

June 24, 2024 AJB Note

● The Crypto Company (the "Company") borrowed funds pursuant to the terms of a Securities Purchase Agreement (the "AJB SPA") entered into with AJB Capital Investments, LLC ("AJB"), and issued a Promissory Note in the principal amount of $72,500(the "AJB Note") to AJB in a private transaction for a purchase price of $58,000, each executed as of June 24, 2024. In connection with the sale of the AJB Note, the Company also paid certain fees and expenses of AJB. After payment of the fees and expenses, the net proceeds to the Company were $18,000, which will be used for working capital, to fund potential acquisitions or other forms of strategic relationships, and other general corporate purposes.

The maturity date of the AJB Note is December 18, 2024. The AJB Note bears interest at a rate of twelve percent (12%) per calendar year from the date of issuance. The interest shall accrue on a monthly basis and is payable on the maturity date or upon acceleration or by prepayment or otherwise.The Company may prepay the AJB Note at any time without penalty. Under the terms of the AJB Note, the Company may not issue additional debt that is not subordinate to AJB, must comply with the Company's reporting requirements under the Securities Exchange Act of 1934, and must maintain the listing of the Company's common stock on the OTC Market or other exchange, among other restrictions and requirements. The Company's failure to make required payments under the AJB Note or to comply with any of these covenants, among other matters, would constitute an event of default. Upon an event of default under the AJB SPA or AJB Note, the AJB Note will bear interest at the lesser of 18% per annum or the maximum amount permitted under law, AJB may immediately accelerate the AJB Note due date, AJB may convert the amount outstanding under the AJB Note into shares of Company common stock at a discount to the market price of the stock, and AJB will be entitled to its costs of collection, among other penalties and remedies.

NOTE 6 - CONVERTIBLE NOTES

The balance of outstanding Convertible Notes was $125,000as of June 30, 2024 and December 31, 2023, respectively.

In June 2020, the Company issued Convertible Notes ("June 2020 Notes") to an accredited investor for an aggregate amount of $5,000. The June 2020 Notes mature in June 2025, unless earlier converted. The June 2020 Notes bear interest at a rate of 5% per year. The June 2020 Notes will automatically convert into shares of common stock on the earlier to occur of a) a qualified equity financing, with the conversion price equal to 50% of the common stock price paid by the purchasers of the equity, or b) on the maturity date, at a price per share equal to the fair market value of the Company's common stock on that date. If a change in control occurs before either of the automatic conversion events, the holders of the June 2020 Notes will have the option to convert the June 2020 Notes at a price per share equal to the fair market value of the common stock at the time of such conversion. The Company can prepay the principal and interest, in cash, at any time without any premium or penalty. The June 2020 Notes have no voting rights, do not participate in dividends, and are unsecured. The Company believes it is more likely than not that the June 2020 Notes will not be automatically converted in connection with a qualified equity financing prior to either prepayment or automatic conversion on maturity.

In April 2020, the Company issued three Convertible Notes ("April 2020 Notes") to three accredited investors for an aggregate amount of $22,500. The April 2020 Notes mature in April 2025, unless earlier converted. The April 2020 Notes bear interest at a rate of 5% per year. The April 2020 Notes will automatically convert into shares of common stock on the earlier to occur of a) a qualified equity financing, with the conversion price equal to 50% of the common stock price paid by the purchasers of the equity, or b) on the maturity date, at a price per share equal to the fair market value of the Company's common stock on that date. If a change in control occurs before either of the automatic conversion events, the holders of the April 2020 Notes will have the option to convert the April 2020 Notes at a price per share equal to the fair market value of the common stock at the time of such conversion. The Company can prepay the principal and interest, in cash, at any time without any premium or penalty. The April 2020 Notes have no voting rights, do not participate in dividends, and are unsecured. The Company believes it is more likely than not that the April 2020 Notes will not be automatically converted in connection with a qualified equity financing prior to either prepayment or automatic conversion on maturity.

In February 2020, the Company issued three Convertible Notes ("February 2020 Notes") to three accredited investors for an aggregate amount of $22,500. The February 2020 Notes mature in February 2025, unless earlier converted. The February 2020 Notes bear interest at a rate of 5% per year. The February 2020 Notes will automatically convert into shares of common stock on the earlier to occur of a) a qualified equity financing, with the conversion price equal to 50% of the common stock price paid by the purchasers of the equity, or b) on the maturity date, at a price per share equal to the fair market value of the Company's common stock on that date. If a change in control occurs before either of the automatic conversion events, the holders of the February 2020 Notes will have the option to convert the February 2020 Notes at a price per share equal to the fair market value of the common stock at the time of such conversion. The Company can prepay the principal and interest, in cash, at any time without any premium or penalty. The February 2020 Notes have no voting rights, do not participate in dividends, and are unsecured. The Company believes it is more likely than not that the February 2020 Notes will not be automatically converted in connection with a qualified equity financing prior to either prepayment or automatic conversion on maturity.

Interest expense for Convertible Notes was $3,116for the six months ended June 30, 2024, and June 30, 2023, respectively.

NOTE 7 - WARRANTS FOR COMMON STOCK

As of June 30, 2024, outstanding warrants to purchase shares of the Company's common stock were as follows:

Issuance Date		Exercisable for		Expiration Date		Exercise Price			Number of Shares Outstanding Under Warrants
September 2019		Common Shares		September 24, 2022		$	0.01				75,000
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				1,500,000
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

The exercise price of the warrants is subject to adjustment from time to time, as provided therein, to prevent dilution of purchase rights granted thereunder. The warrants are considered indexed to the Company's own stock and therefore no subsequent remeasurement is required.

NOTE 8 - SUMMARY OF STOCK OPTIONS

On July 21, 2017, the Company's board of directors adopted The Crypto Company 2017 Equity Incentive Plan (the "Plan"), which was approved by its stockholders on August 24, 2017. The Plan is administered by the board of directors (the "Administrator"). Under the Plan, the Company may grant equity awards to eligible participants which may take the form of stock options (both incentive stock options and non-qualified stock options) and restricted stock awards. Awards may be granted to officers, employees, non-employee directors (as defined in the Plan) and other key persons (including consultants and prospective employees). The term of any stock option award may not exceed 10years 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 six month period ended June 30, 2024, the Company did not issue any stock options.

5,000,000shares of the Company's common stock are reserved for issuance under the Plan. As of June 30, 2024, there are outstanding stock option awards issued from the Plan covering a total of 2,281,429shares of the Company's common stock and there remain reserved for future awards 2,718,571shares of the Company's common stock.

		Weighted Average
					Weighted			Remaining
					Average			Contractual			Aggregate
		Number of Shares			Exercise Price			Term (years)			Intrinsic Value
Options outstanding, on December 31, 2023			2,281,429			$	2.26				2.25				-
Options granted			-				-				-				-
Options canceled			-				-				-				-
Options exercised			-				-				-				-
Options outstanding, on June 30, 2024			2,281,429			$	2.26				1.75			$	-
Vested and exercisable			2,281,429			$	2.26				1.75			$	-

The Company recognized $0for share-based compensation related to stock options for the six month period ended June 30, 2024. There were nooptions exercised for the six months ended June 30, 2024.

The Company granted -0- shares of restricted stock during the six month period ended June 30, 2024 (although such shares were not issued under the Plan).

The Company recognized $-0- for share-based compensation related to restricted stock issued for the six month period ended June 30, 2024. As of June 30, 2024, there was $0of unrecognized compensation costs related to stock options issued to employees and nonemployees, and the stock options had no intrinsic value since they were all "out of the money" as of June 30, 2024.

NOTE 9- COMMITMENTS AND CONTINGENCIES

Facility rent expense was $0for the nine months ended June 30, 2024, and June 30, 2023, respectively.

NOTE 10 - SUBSEQUENT EVENTS

Effective June 28, 2024, the Company entered into stock agreements (each, a "Stock Agreement") with five separate recipients (each, a "Recipient"). Pursuant to the terms of the Stock Agreements, the Company issued a total of 910,770,639shares of Company common stock as a bonus granted to certain Recipients who are employees and as a consideration for certain contractors' services for the Recipients who are contractors. Ronald Levy, Chief Executive Officer, Interim Chief Financial Officer, Chief Operating Officer, Chairman of the Board and Secretary of the Company, was one the Recipients. The shares of Company common stock were issued in a private transaction. The shares of Company common stock described in this Current Report on Form 8-K were offered and sold in reliance upon exemption from the registration requirements under Section 4(a)(2) under the Securities Act of 1933, as amended, and Rule 506(b) of Regulation D promulgated thereunder. Each of the Recipients had access to information about the Company or is a person to whom the Company believes the offer was exempt from registration.

On July 16, 2024, the Company's board of directors approved an amendment to the Company's Articles of Incorporation (as amended) to (1) increase the number of authorized shares of our common stock from 2,000,000,000to 19,000,000,000, and (2) create a new class of stock, par value $0.001per share, designated as Series A Preferred Stock consisting of 10 authorized shares. The Board believes that the availability of additional authorized shares of common stock will provide the Company with the necessary flexibility to issue common stock for a variety of general corporate purposes as the Board may determine to be in the best interest of the Company and its stockholders including, without limitation, future issuances in connection with financing activities, investment opportunities, licensing agreements, acquisitions, grants to service providers or other issuances.

On July 22, 2024, the Company borrowed funds pursuant to the terms of a Securities Purchase Agreement (the "AJB SPA") entered into with AJB Capital Investments, LLC ("AJB"), and issued a Promissory Note in the principal amount of $59,000(the "AJB Note") to AJB in a private transaction for a purchase price of $47,200, each executed as of July 22, 2024. In connection with the sale of the AJB Note, the Company also paid certain fees and expenses of AJB. After payment of the fees and expenses, the net proceeds to the Company were $44,700, which will be used for working capital, to fund potential acquisitions or other forms of strategic relationships, and other general corporate purposes. The maturity date of the AJB Note is January 15, 2025. The AJB Note bears interest at a rate of twelve percent (12%) per calendar year from the date of issuance. The interest shall accrue on a monthly basis and is payable on the maturity date or upon acceleration or by prepayment or otherwise. The Company may prepay the AJB Note at any time without penalty. Under the terms of the AJB Note, the Company may not issue additional debt that is not subordinate to AJB, must comply with the Company's reporting requirements under the Securities Exchange Act of 1934, and must maintain the listing of the Company's common stock on the OTC Market or other exchange, among other restrictions and requirements. The Company's failure to make required payments under the AJB Note or to comply with any of these covenants, among other matters, would constitute an event of default. Upon an event of default under the AJB SPA or AJB Note, the AJB Note will bear interest at the lesser of 18%per annum or the maximum amount permitted under law, AJB may immediately accelerate the AJB Note due date, AJB may convert the amount outstanding under the AJB Note into shares of Company common stock at a discount to the market price of the stock, and AJB will be entitled to its costs of collection, among other penalties and remedies.

ITEM 2. Management's Discussion and Analysis of Financial Condition and Results of Operations.

You should read the following discussion of our financial condition and results of operations in conjunction with the consolidated financial statements and the related notes included elsewhere in this Quarterly Report on Form 10-Q ("Quarterly Report") and with our audited consolidated financial statements, including the notes thereto, and Management's Discussion and Analysis of Financial Condition and Results of Operations included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2023 (the "2023 Annual Report"), as filed with the U.S. Securities and Exchange Commission ("SEC"). In addition to historical consolidated financial information, the following discussion and analysis contain forward-looking statements that reflect our plans, estimates, and beliefs and involve risks and uncertainties. The words "may," "could," "should," "estimate," "project," "forecast," "intend," "expect," "anticipate," "believe," "target," "plan" and similar expressions are intended to identify forward-looking statements. Our actual results could differ materially from those anticipated in the forward-looking statements. Factors that could cause or contribute to these differences include those discussed below and elsewhere in this Quarterly Report, as well as risks referenced in our other filings with the SEC.

Overview of Our Business

We are primarily engaged in the business of providing consulting, training, and educational services for distributed ledger technologies ("blockchain"), for individual and corporate clients, enterprises for general blockchain education, as well as for the building of technological infrastructure and enterprise blockchain technology solutions. We currently generate revenues and incur expenses through these consulting and educational operations. We have disposed of our entire ownership interest in CoinTracking GmbH and also divested all of our cryptocurrency assets owned by our former cryptocurrency investment segment, which has ceased operations.

The Company entered into a Stock Purchase Agreement (the "SPA") effective as of March 24, 2021 with Blockchain Training Alliance, Inc ("BTA") and its stockholders. On April 8, 2021, the Company completed the acquisition of all of the issued and outstanding stock of BTA and BTA became a wholly owned subsidiary of the Company.

BTA is a blockchain training company and service provider that provides training and educational courses focused on blockchain technology and education as to the general understanding of blockchain to corporate and individual clients.

Recent Developments

On October 3, 2023, the Company entered into an Intellectual Property Assignment Agreement (the "IP Agreement") with AllFi Technologies, Inc., a Delaware corporation, and wholly owned subsidiary of the Company ("AllFi Technologies"), pursuant to which the Company assigns to AllFi Technologies: (i) a sublicense of code instance managed by TelBill, LLC under the Code Licensing Commerical Agreement dated as of August 29, 2023, by and between the Company and TelBill, LLC ("Code Licensing Commerical Agreement"), (ii) one runtime SaaS license for use by AllFi Technologies in the conduct of its coupon business for a term of 12 months in accordance with the Company's sublicense right under Section 2.1 of the Code Licensing Commerical Agreement in exchange for a fee to be mutually agreed to by the Company and AllFi Technologies through the use of such SaaS license, and (iii) one runtime SaaS license for use by AllFi Technologies in the conduct of its banking and marketplace business for a term of 12 months in accordance with the Company's sublicense right under Section 2.1 of the Code Licensing Commerical Agreement in exchange for a fee to be mutually agreed to by the Company and AllFi Technologies through the use of such SaaS license.

Also on October 3, 2023, the Company entered into a Subscription Agreement (the "Subscription Agreement") with AllFi Technologies, pursuant to which the Company agreed to purchase from AllFi Technologies an aggregate of 501 shares of AllFi Technologies' common stock, which represents 50.1% of the current issued and outstanding shares of AllFi Technologies, for a purchase price of $100,000. Upon the execution of the Subscription Agreement, the Company became a shareholder of AllFi Technologies.

In connection with the Company's investment in AllFi Technologies as described above, on October 7, 2023, the Company sold an aggregate of 22,104,583 shares of the Company's restricted common stock to AllFi Holdings LLC (the "Investor"), for a total purchase price of $1.00, pursuant to a Subscription Agreement by and between the Company and the Investor (the "Subscription Agreement").

On February 23, 2024, the Company entered into a License Agreement ("License Agreement") with AllFi Holdings LLC, a Wyoming limited liability company ("AllFi Holdings"), pursuant to which the Company grants to AllFi Holdings an exclusive license to utilize the Assigned IP (as defined in the License Agreement) associated with the utilization of the AllFi Brand. In consideration of the license granted under the License Agreement, AllFi Holdings will remit royalty payments to the Company for the utilization of the Assigned IP in accordance with the terms of the License Agreement.

On June 7, 2024, the Company completed the sale of AllFi Technologies, a majority owned subsidiary of the Company, to AllFi Holdings. AllFi Holdings purchased all of the issued and outstanding shares of common stock of the Company's subsidiary, AllFi Technologies. This sale was designed to optimize both companies' focus on their respective areas of expertise. As a result of this transaction, The Crypto Company received back from AllFi Holdings, its previously issued and committed shares, which totaled approximately 10% of The Crypto Company. In return, AllFi Holdings obtained full ownership of AllFi Technologies, including the trademarks and IP associated therewith.

Voluntary Mutual Termination and Release Agreement

On August 31, 2023, the Company entered into a Code Licensing Commercial Agreement (the "Code Licensing Agreement") with TelBill, LLC ("TelBill"), pursuant to which TelBill granted the Company a non-exclusive, worldwide, revocable, non-transferable, sublicensable, license to use and market its software and fin-tech products and services to the Company's customers. In exchange, the Company paid TelBill a sum of $300,000, paid in accordance with the fee schedule set forth in the Code Licensing Agreement. The Company also paid TelBill for all security system infrastructure costs and to manage the code instance, which were both be billed at actual cost with no markup. In addition, TelBill is entitled to share in the revenue generated by the Company through the use of TelBill's software, at a rate of 15% of net program profits. As additional consideration for the license, the Company provided TelBill with 19.98% equity in the Company in the form of warrants with a 30-year expiration, and which vest in accordance with the vesting schedule set forth in the Code Licensing Agreement.

The Agreement has a one hundred year term or will continue until it is terminated in accordance with the provisions set forth in the Code Licensing Agreement. Each party may terminate the Agreement, upon written notice to the other party. Neither party may assign the Agreement, including through a change of control. The Agreement also contains customary representations, warranties and covenants, and the parties have also agreed to indemnify and hold each other harmless from claims and losses arising directly or indirectly from the Agreement under certain circumstances.

On February 23, 2024, the Company entered into a Voluntary Mutual Termination and Release Agreement ("Termination Agreement") with TelBill, pursuant to which the Company and TelBill agreed to terminate the Code Licensing Commercial Agreement. The Company and TelBill have made customary representations, warranties, and covenants in the Termination Agreement.

Comparison of the three months ended June 30, 2024 and June 30, 2023

Revenue

Revenues for the three months ended June 30, 2024 and June 30, 2023, were $9,841 and $106,610, respectively. The decrease in revenue was due to less of a demand for blockchain training services. Revenue for the 2024 period consisted primarily of fees received for blockchain training and consulting generated by the Company's BTA subsidiary which was acquired in April 2021.

General and Administrative Expenses

For the three months ended June 30, 2024, our general and administrative expenses were $243,823, a decrease of $76,677 compared to $320,500 for the period ended June 30, 2023. General and administrative expenses consist primarily of costs relating to professional services, payroll, and payroll-related expenses. Professional services included in general and administrative expenses consist primarily of contracting fees, consulting fees, and accounting fees.

Amortization expense was $10,833 for the three months ended June 30, 2024 and June 30, 2023, respectively. Depreciation expense was $0 and $0 for the three months ended June 30, 2024 and June 30, 2023, respectively.

Share-based compensation was $439,487 and $119,919 for the three months ended June 30, 2024 and June 30, 2023, respectively.

Other Income (Expense)

During the three months ended June 30, 2024 and June 30, 2023, other income was $0.

Interest Expense

During the three months ended June 30, 2024, interest expense was $193,192 compared to $346,402 during the three months ended June 30, 2023. The decrease is primarily attributed to the less issuances of warrant debt discounts during the 2024 period.

Comparison of the six months ended June 30, 2024 and June 30, 2023

Revenue

Revenues for the six months ended June 30, 2024 and June 30, 2023, were $25,647 and $255,202, respectively. The decrease in revenue was due to less of a demand for blockchain training services. Revenue for the 2024 period consisted primarily of fees received for blockchain training and consulting generated by the Company's BTA subsidiary which was acquired in April 2021.

General and Administrative Expenses

For the six months ended June 30, 2024, our general and administrative expenses were $686,653, a decrease of $78,872 compared to $765,525 for the period ended June 30, 2023. General and administrative expenses consist primarily of costs relating to professional services, payroll, and payroll-related expenses. Professional services included in general and administrative expenses consist primarily of contracting fees, consulting fees, and accounting fees.

Amortization expense was $21,666 for the six months ended June 30, 2024 and June 30, 2023, respectively. Depreciation expense was $0 and $0 for the six months ended June 30, 2024 and June 30, 2023, respectively.

Share-based compensation was $1,706,700 and $506,479 for the six months ended June30, 2024 and June 30, 2023, respectively.

Other Income (Expense)

During the six months ended June 30, 2024 and June 30, 2023, other income was $0.

Interest Expense

During the six months ended June 30, 2024, interest expense was $393,349 compared to $2,317,315 during the six months ended June 30, 2023. The decrease is primarily attributed to the less issuances of warrant debt discounts during the 2024 period.

Liquidity and Capital Resources

The ability to continue as a going concern is dependent upon us generating profitable operations in the future and/or obtaining the necessary financing to meet our obligations and repay our liabilities arising from normal business operations when they come due. Management is evaluating different strategies to obtain financing to fund our expenses and achieve a level of revenue adequate to support our current cost structure. Financing strategies may include but are not limited to, private placements of capital stock, debt borrowings, partnerships, and/or collaborations. There can be no assurance that any of these future-funding efforts will be successful. The consolidated financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might result from the outcome of this uncertainty.

The following table summarizes the primary sources and uses of cash for the periods presented below:

		Six months ended June 30,
		2024			2023
Net cash (used in) operating activities		$	(601,383	)		$	(590,630	)
Net cash (used in) investing activities			-				-
Net cash provided by financing activities			559,799				497,705
Net (decrease) in cash and cash equivalents		$	(41,584	)		$	(92,924	)

Operating Activities

Net cash used in operating activities was $601,383 for the six months ended June 30, 2024, compared to net cash used by operating activities of $590,630 for the six months ended June 30, 2023. The increase in net cash used in operating activities during the 2024 period was primarily due to an increase in accounts payable and accrued expenses of $101,840 for the six months ended June 30, 2024.

Investing Activities

Net cash used in investing activities was $0 and $0 for the six months ended June 30, 2024 and June 30, 2023.

Financing Activities

Net cash from financing activities for the six months ended June 30, 2024, was $559,799, compared to $497,705 for the six months ended June 30, 2023. The increase in net cash from financing activities was mainly due to the resulting issuance of promissory notes during the six months ended June 30, 2024.

Trends, Events, and Uncertainties

Blockchain

The blockchain technology market is dynamic and unpredictable. Although we will undertake compliance efforts, including efforts with commercially reasonable diligence, there can be no assurance that there will not be a new or unforeseen law, regulation or risk factor which will materially impact our ability to continue our business as currently operated or raise additional capital to foster our continued growth.

Other than as discussed in this Quarterly Report and our 2023 Annual Report, we are not aware of any other trends, events, or uncertainties that are likely to have a material effect on our financial condition.

Critical Accounting Policies and Estimates

The preparation of our consolidated financial statements requires us to make estimates that affect the reported amounts of assets, liabilities, revenue and expenses, and the related disclosure of contingent liabilities. We base our judgments on our historical experience and on various other assumptions that we believe are reasonable under the circumstances, the results of which form the basis for making estimates about the carrying value of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions. We have no material changes to our Critical Accounting Policies and Estimates disclosure as filed in our 2023 Annual Report.

Recent Accounting Pronouncements

See Note 3 to the consolidated financial statements for a discussion of recent accounting pronouncements.

Off-Balance Sheet Transactions

We do not have any off-balance sheet transactions.

ITEM 3. Quantitative and Qualitative Disclosures About Market Risk.

As a "smaller reporting company" as defined by Item 10 of Regulation S-K, the Company is not required to provide the information required by this Item.

ITEM 4. Controls and Procedures.

Evaluation of Disclosure Controls and Procedures

Our management, including our principal executive officer and principal financial officer, conducted an evaluation of the effectiveness of our disclosure controls and procedures, as defined in Rule 13a-15(e) or 15d-15(e) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), as of June 30, 2024. Based upon that evaluation, our principal executive officer and principal financial officer concluded that our disclosure controls and procedures were effective as of June 30, 2024, to provide reasonable assurance that information we are required to disclose in reports that we file or submit under the Exchange Act is (i) recorded, processed, summarized and reported within the time periods specified in the SEC's rules and forms and (ii) accumulated and communicated to our management, including our principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosures. In designing and evaluating our disclosure controls and procedures, our management recognized that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving their desired control objectives, and our management is required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures.

Changes in Internal Control over Financial Reporting

There have been no changes in our internal control over financial reporting during the period ended June 30, 2024, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II. Other Information

ITEM 1. Legal Proceedings.

The Company is subject, from time to time, to various legal proceedings that are incidental to the conduct of its business. The Company is not involved in any pending legal proceeding that it believes would reasonably be expected to have a material adverse effect on its financial condition or results of operations.

ITEM 1A. Risk Factors.

In evaluating us and our common stock, we urge you to carefully consider the risks and other information in this Quarterly Report on Form 10-Q, the Risk Factors disclosed in Item 1A. of Part I of our Annual Report on Form 10-K for the fiscal year ended December 31, 2023, as well as additional risks and uncertainties not currently known to us or that we currently deem immaterial, that could materially and adversely affect our results of operations or financial condition.

ITEM 3. Defaults upon Senior Securities.

On April 24, 2023, the Company defaulted on the July 27, 2022 Coventry Note. The Company was in violation of covenants in the Coventry Note that require the Company to make the payment of any principal amount, guaranteed interest, or any other interest due under the Coventry Note, when due, subject to a five day cure period. Upon an event of default, consistent with the terms of the Coventry Note, the Coventry Note becomes convertible, in whole or in part, into shares of the Company's Common Stock at Coventry's option. On April 24, 2023, the Company received a notice of default in the amount of $17,916.94 of principal and $2,083.06 of interest. As per the terms of the Coventry Note, upon the occurrence and during the continuation of an event of default, the Coventry Note will become immediately due and payable. As of the filing date of this quarterly report on Form 10-Q, the total arrearage is $-0- since the Coventry Note has been paid in full.

ITEM 4. Mine Safety Disclosures.

Not applicable.

ITEM 5. Other Information.

During the six months ended June 30, 2024, no director or officer of the Company adoptedor terminateda "Rule 10b5-1 trading arrangement" or "non-Rule 10b5-1 trading arrangement," as each term is defined in Item 408(a) of Regulation S-K.

On May 3, 2024, the Securities and Exchange Commission entered an order instituting settled administrative and cease-and-desist proceedings against BF Borgers CPA PC ("Borgers") and its sole audit partner, Benjamin F. Borgers CPA, permanently, barring Mr. Borgers and Borgers (collectively, "BF Borgers") from appearing or practicing before the Commission as an accountant (the "Order"). As a result of the Order, BF Borgers may no longer serve as the Company's independent registered public accounting firm, nor can BF Borgers issue any audit reports included in Securities and Exchange Commission filings or provide consents with respect to audit reports. In light of the Order, the Audit Committee of the Board of Directors of the Company (the "Audit Committee") on May 8, 2024, unanimously approved to dismiss and dismissed BF Borgers as the Company's independent registered public accounting firm.

On May 8, 2024, the Audit Committee engaged Bush & Associates CPA LLC to serve as the Company's new independent registered public accounting firm.

ITEM 6. Exhibits.

Exhibit Number		Document
10.1		Form of Stock Agreement (for awards granted to certain employees and contractors on June 28, 2024).
10.2		Promissory Note in favor of AJB Capital Investments, LLC, dated June 18, 2024.
10.3		Securities Purchase Agreement dated June 18, 2024, between The Crypto Company and AJB Capital Investments.
10.4		Stock Purchase Agreement by and between AllFi Technologies and AllFi Holdings (incorporated by reference to Exhibit 10.3 of the Company's Current Report on Form 8-K filed with the SEC on June 10, 2024).
10.5		Contribution and Assignment Agreement by and between the Company, AllFi Technologies, and AllFi Holdings (incorporated by reference to Exhibit 10.2 of the Company's Current Report on Form 8-K filed with the SEC on June 10, 2024).
10.6		Settlement and Release Agreement by and between AllFi Technologies, AllFi Holdings LLC, and the Company (incorporated by reference to Exhibit 10.1 of the Company's Current Report on Form 8-K filed with the SEC on June 10, 2024).
10.7		Promissory Note in favor of AJB Capital Investments, LLC, dated May 31, 2024.
10.8		Securities Purchase Agreement dated May 31, 2024, between The Crypto Company and AJB Capital Investments.
10.9		Second Amendment to Promissory Note, dated May 15, 2024, by and between the Crypto Company and AJB Investments LLC (incorporated by reference to Exhibit 10.1 of the Company's Current Report on Form 8-K filed with the SEC on May 23, 2024).
10.10		Security Agreement dated April 12, 2024, between The Crypto Company and AJB Capital Investments, LLC (incorporated by reference to Exhibit 10.32 of the Company's Annual Report on Form 10-K filed with the SEC on April 16, 2024).
10.11		Promissory Note in favor of AJB Capital Investments, LLC, dated April 12, 2024 (incorporated by reference to Exhibit 10.31 of the Company's Annual Report on Form 10-K filed with the SEC on April 16, 2024).
10.12		Securities Purchase Agreement dated April 12, 2024, between The Crypto Company and AJB Capital Investments, LLC (incorporated by reference to Exhibit 10.30 of the Company's Annual Report on Form 10-K filed with the SEC on April 16, 2024).
10.13		First Amendment to Promissory Note, dated May 1, 2024, by and between the Crypto Company and AJB Investments LLC (incorporated by reference to Exhibit 10.1 of the Company's Current Report on Form 8-K filed with the SEC on May 7, 2024).
31.1		Certification of the Company's Principal Executive Officer, Principal Financial and Accounting Officer pursuant to Rule 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1		Certification of the Company's Principal Executive Officer, Principal Financial and Accounting Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

Dated: August 19, 2024	THE CRYPTO COMPANY
	(Registrant)
	By:	/s/ Ron Levy
		Ron Levy
		Chief Executive Officer, Interim Chief Financial Officer, Chief Operating Officer and Secretary (Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer)

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