CRCW Crypto Company (PK)

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

 

FORM 10-K

 

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

 

For the fiscal year ended December 31, 2024

 

or

 

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

 

For the transition period from _______. to ________.

 

Commission file number 000-55726

 

THE CRYPTO COMPANY

(Exact name of Registrant as specified in its charter)

 

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

 

23823 Malibu Road #50477

Malibu, CA 90265

(Address of principal executive offices - Zip Code)

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐

 

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

 

As of June 30, 2024 the value of common stock held by non-affiliates was $1,001,680.

 

Number of shares outstanding of the Registrant’s common stock was 3,513,760,364 as of June 6, 2025.

 

DOCUMENTS INCORPORATED BY REFERENCE

 

None.

 

 

 

THE CRYPTO COMPANY

 

Table of Contents

 

	Part I
Item 1	Business	3
Item 1A	Risk Factors	4
Item 1B	Unresolved Staff Comments	4
Item 1C	Cybersecurity	4
Item 2	Properties	4
Item 3	Legal Proceedings	4
Item 4	Mine Safety Disclosures	4
	Part II
Item 5	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	5
Item 6	Reserved	6
Item 7	Management’s Discussion and Analysis of Financial Condition and Results of Operations	6
Item 7A	Quantitative and Qualitative Disclosure about Market Risk	10
Item 8	Financial Statements and Supplementary Data	10
Item 9	Changes in and Disagreements with Accountants on Accounting and Financial Disclosures	10
Item 9A	Controls and Procedures	11
Item 9B	Other Information	11
Item 9C	Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.	11
	Part III
Item 10	Directors, Executive Officers, and Corporate Governance	12
Item 11	Executive Compensation	13
Item 12	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	14
Item 13	Certain Relationships and Related Transactions, and Director Independence	15
Item 14	Principal Accountant Fees and Services	16
	Part IV
Item 15	Exhibits, Financial Statement Schedules	17
Item 16	Form 10-K Summary	20
Signatures		21

 

 

PART I

 

FORWARD-LOOKING STATEMENTS

 

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

 

	●	our ability to execute our business plan and achieve profitability;
	●	our levels of indebtedness;
	●	rapidly advancing technology;
	●	the impact of competitive or alternative services and technologies;
	●	the impact of government regulations on certain uses of blockchain technology, volatility of digital assets in general, and the public perceptions of blockchain technology and crypto currency;
	●	our exposure to and ability to defend third-party claims and challenges to our intellectual property rights;
	●	our ability to obtain adequate financing in the future, as and when we need it;
	●	our history of losses;
	●	our ability to identify and acquire additional assets or businesses to enhance our revenue sources;
	●	our success at managing the risks involved in the foregoing items; and
	●	other factors discussed in this report.

 

Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance, or achievements. The forward-looking statements are based upon management’s beliefs and assumptions and are made as of the date of this report. We undertake no obligation to publicly update or revise any forward-looking statements included in this report to conform such statements to actual results or changes in our expectations. You should not place undue reliance on these forward-looking statements.

 

 

Item 1. Business

 

The Crypto Company (the “Company”, “Crypto”, “we”, “us” or “our”) was incorporated in the State of Utah on December 2, 2013, under the name Croe, Inc. On October 3, 2017, the Company filed Articles of Conversion with the Utah Secretary of State and the Nevada Secretary of State to effectively change its state of incorporation to Nevada and filed Articles of Incorporation with the Nevada Secretary of State to change its name to The Crypto Company.

 

Crypto Sub, Inc. (formerly known as The Crypto Company) (“Crypto Sub”) was incorporated in the State of Nevada on March 9, 2017. On June 7, 2017, Crypto Sub completed a reverse acquisition of Croe, Inc. On October 3, 2017, we changed our name to The Crypto Company to better reflect our new business. Our company address is currently located at 23823 Malibu Road, # 50477, Malibu, California and our telephone number is (424) 228-9955. Our website can be accessed at www.thecryptocompany.com. The information contained on or that may be obtained from our website is not a part of this report. Currently we operate through one wholly-owned subsidiary Technology Convergence Company(“TechCC”) (formerly known as Blockchain Training Alliance) (“BTA”). We also have one inactive wholly-owned subsidiary CoinTracking, LLC (“CoinTracking”).

 

During the 2023 and 2024 fiscal years the Company generated revenues and incurred expenses primarily through the business of providing consulting services and education for distributed ledger technologies (“blockchain”), for the building of technological infrastructure and enterprise blockchain technology solutions.

 

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

 

Overview of Our Business

 

We are engaged in the business of providing consulting services and education for blockchain technology and for the building of technological infrastructure and enterprise blockchain technology solutions. During 2024 and 2023 we generated revenues and incurred expenses solely through these consulting operations.

 

Strategic Acquisitions

 

In furtherance of the development of our blockchain consulting services, we may seek from time to time additional strategic acquisitions of assets and / or majority and minority equity interests in entities and technology with characteristics such as (i) established, protectable and scalable revenues; (ii) substantial market share; (iii) established brand equity and customer loyalty; (iv) proprietary technology with competitive advantages; (v) quality personnel, and (vi) strategic access to international markets. Similarly, we may seek to acquire additional assets that complement our business or otherwise enter into strategic relationships as a means to grow our business operations and revenues.

 

Intellectual Property

 

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

 

Market Overview

 

Blockchain

 

The blockchain is a decentralized database or digital “ledger” of transactions across a peer-to-peer network of computers or “nodes” that use the underlying infrastructure of the Internet to validate and process valuable transactions. While using the blockchain, participants can transfer information across the Internet without the need of a central third party. In a financial transaction, the buyer and seller interact directly without the need for verification by a trusted third-party intermediary. The actual record of the transaction is pseudonymous, but the identifying information is encrypted, preventing personal information from being shared.

 

The benefits of blockchain include the following:

 

	●	Fraud reduction: Blockchain technology has the potential to positively disrupt most industries since it can work for nearly every type of transaction that involves value, including money, property, and goods. From a business perspective, the technology may be leveraged for process improvement, helping to reduce human error, prevent fraud, and streamline data storage.
	●	Transparency: Financial organizations may use the blockchain to store records digitally and leverage the technology for any type of transaction that needs to be verified by a trusted third party.
	●	Security: Transactions may include transferring digital or physical assets, verifying chain of custody, and protecting intellectual property. In an era with increasing cybercrime and strict regulatory requirements, blockchain offers a highly fraud-resistant technology that can protect and authenticate almost any type of transaction.
	●	Efficiency: Both Permissioned and Public blockchains offer significant improvements in efficiency to retail and business implementations by reducing cost and time in the duplicate databases and ledgers that companies and intermediaries must maintain in the absence of a shared, trusted and immutable system.

 

 

Competition

 

We have a number of competitors, ranging in size, consisting primarily of other similar consulting firms. We believe our main competitors are ConsenSys, Natsoft Corporation, Quest Global Technologies, and CGI Inc. In addition, global audit and assurance firms typically provide consulting services. Additionally, there are numerous additional other companies that indirectly compete with us in the educational space.

 

Governmental Regulations

 

Various uses of blockchain technology are subject to regulation by various governmental entities such as the U.S. Securities and Exchange Commission (the “SEC”), the U.S. Commodities Future Trading Commission (“CFTC”), Federal Trade Commission (“FTC”), and the Financial Crimes Enforcement Network (“FinCEN”) of the U.S. Department of the Treasury) and governmental bodies in other countries. Other regulatory bodies are governmental or semi- governmental and have shown an interest in regulating or investigating companies engaged in the blockchain business (NASDAQ, NYSE, FINRA, state securities commissions).

 

Blockchain aimed regulations are evolving with agencies investigating businesses and their practices, gathering information, and generally trying to understand the risks and uncertainties in order to protect investors in these businesses. Regulations will likely increase, in many cases, although it is presently not possible to know how they will increase, how regulations will apply to the Company’s businesses, or when they will be effective. Various bills have also been proposed in congress for adoption-related to the Company’s business which may be adopted and have an impact on it. As the regulatory and legal environment evolves, the Company may become subject to new laws and further regulation by the SEC and other agencies, although the Company is not currently trading in digital assets and has no intention to trade in digital assets.

 

Employees

 

As of June 5, 2025 we had 2 full-time employees. We believe that our future success will depend in part on our continued ability to attract, hire and retain qualified personnel. None of our employees is represented by a labor union, and we believe that our employee relations are good.

 

Item 1A. Risk Factors

 

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

 

Item 1B. Unresolved Staff Comments

 

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

 

Item 1C. Cybersecurity

 

Risk Management and Strategy

 

 

Governance

 

 

Item 2. Properties

 

For the years ended December 31, 2024 and 2023, the Company did not own or lease any real property.

 

Item 3. Legal Proceedings

 

None

 

Item 4. Mine Safety Disclosures

 

Not applicable.

 

 

PART II

 

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

 

The trading symbol for our common stock is “CRCW”.

 

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

 

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

 

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

 

Dividends

 

The Company has not paid any dividends since its incorporation. Any determination to pay any future dividends will remain at the discretion of the Board and will be made based on the Company’s financial condition and other factors deemed relevant by the Board. There are currently no restrictions on the ability of the Company to pay dividends except as set out under the Company’s governing documents. Future dividend payments will depend on continued compliance with our financial covenants, as well as our earnings, financial condition, capital expenditure requirements, surplus and other factors that our Board considers relevant.

 

Holders

 

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

 

Securities Authorized for Issuance Under Equity Compensation Plan

 

The Company has issued equity awards in the form of stock options pursuant to The Crypto Company 2017 Equity Incentive Plan (the “2017 Plan”), which was approved by stockholders on August 24, 2017. Under the terms of the 2017 Plan, a total of 5,000,000 shares of stock were reserved for issuance and / or as stock options.

 

 

The following table sets forth information about the 2017 Plan as of December 31, 2024:

 

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

 

As of December 31, 2024, there remain 2,718,571 shares available for issuance under the 2017 Plan or that are not otherwise reserved under outstanding stock options.

 

Unregistered Sales of Equity Securities.

 

None

 

Item 6. [Reserved]

 

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations Forward-Looking Statements

 

This report contains forward-looking statements that involve risks and uncertainties. These statements relate to future events or our future financial performance. In some cases, you can identify forward-looking statements by terminology including, “could” “may”, “will”, “should”, “expect”, “plan”, “anticipate”, “believe”, “estimate”, “predict”, “potential” and the negative of these terms or other comparable terminology. These statements are only predictions. Actual events or results may differ materially.

 

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

 

The following discussion should be read in conjunction with the consolidated financial statements and the related notes contained elsewhere in this Annual Report. In addition to historical information, the following discussion contains forward-looking statements based upon current expectations that are subject to risks and uncertainties. Actual results may differ substantially from those referred to herein due to a number of factors, including, but not limited to, risks generally described in this report.

 

We are engaged in the business of providing consulting services and education for blockchain technology and for the building of technological infrastructure and enterprise blockchain technology solutions. We currently generate revenues and incur expenses solely through these consulting and education operations.

 

 

Recent Events

 

Results of Continuing Operations

 

Comparison of the fiscal years ended December 31, 2024 and December 31, 2023

 

For the year ended December 31, 2024, revenues relating to consulting services were $44,814, compared to $197,459 for the year ended December 31, 2023. The decrease in revenue is mainly attributable to a decrease in online sales due onset of artificial intelligence programs that the Company provides, available at no cost from various providers.

 

Cost of services for the years ended December 31, 2024 and December 31, 2023 were $9,394 and $313,756, respectively. The decrease is attributable to the decrease in revenue offset by a slight increase in training revenue. Cost of services of TechCC, a wholly owned subsidiary of the Company, is comprised of payroll expense.

 

General and administrative expenses, impairment of goodwill and share-based compensation

 

For the year ended December 31, 2024, our general and administrative expenses were $890,435 a decrease of 57.5 % compared to $1,548,277 for the year ended December 31, 2023. General and administrative expenses consist primarily of costs relating to professional services, payroll and payroll-related expenses for the Company excluding payroll at TechCC and depreciation and amortization expenses. Professional services included in general and administrative expenses consist primarily of contracting fees, consulting fees, accounting fees, and legal costs. The decrease for the year ended December 31, 2024 reflects decreased costs associated with outside consulting, legal, and accounting costs, and costs incurred to effect the BTA acquisition and other business development efforts.

 

Share-based compensation was $5,285,690 for the year ended December 31, 2024, an increase of 357% compared to $1,155,480 for the year ended December 31, 2023. The increase is primarily attributable to a significant increase in common stock issued for note conversions and the issuance of Preferred A voting stock valued at $3,3032,710 granted to the Company’s CEO. See notes to the financial statements, Note 8. Equity.

 

Impairment of goodwill was $$-0- for the year ended December 31, 2024, compared to $1,271,306 for the year ended December 31, 2023.

 

Other (Expense)

 

Other expense for the year ended December 31, 2024 was $503,003 compared to $3,093,999 during the same period in 2023. The decrease in other expenses is primarily attributable to a reduction in interest expense.

 

Liquidity and Capital Resources

 

Our consolidated financial statements are prepared using the accrual method of accounting in accordance with United States (“U.S.”) generally accepted accounting principles (“GAAP”) and have been prepared on a going concern basis, which contemplates the realization of assets and the settlement of liabilities in the normal course of business. The Company has incurred significant losses and experienced negative cash flows since inception. As of December 31, 2024, we had cash on hand of $1,763. Our net loss was $6,643,709 for the year ended December 31, 2024. Our working capital was negative $6,685,767 as of December 31, 2024.

 

During 2024 we funded our operations with various loans as described in this Annual Report on Form 10-K. We intend to continue funding our operations through debt instruments and, if possible, through equity issuances. There can be no assurances that we will be successful in obtaining additional funding, and if funding can be obtained on favorable terms.

 

 

Operating Activities

 

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

 

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

 

Investing Activities

 

Net cash used in investing activities for the year ended December 31, 2024 was $-0- compared to net cash used of $-0- for the year ended December 31, 2023.

 

Financing Activities

 

Net cash provided by financing activities for the year ended December 31, 2024 was $742,339 compared to $1,604,500 for the year ended December 31, 2023. The decrease of $822,460 was primarily the result of a decrease in proceeds from issuance of notes payable.

 

Subsequent to December 31, 2024, we raised approximately $144,000 in cash proceeds from various transactions described in the Notes to the Consolidated Financial Statements- Note 10 Subsequent Events.

 

Critical Accounting Policies and Estimates

 

Stock-Based Compensation

 

In accordance with ASC No. 718, Compensation-Stock Compensation (“ASC 718”), the Company measures the compensation costs of stock-based compensation arrangements based on the grant date fair value of granted instruments and recognizes the costs in consolidated financial statements over the period during which employees are required to provide services. Stock-based compensation arrangements include stock options.

 

Equity instruments (“instruments”) issued to non-employees are recorded on the basis of the fair value of the instruments, as required by ASC 718. ASC No. 505, Equity Based Payments to Non-Employees (“ASC 505”), defines the measurement date and recognition period for such instruments. In general, the measurement date is (a) when a performance commitment, as defined, is reached or (b) when the earlier of (i) the non-employee performance is complete and (ii) the instruments are vested. The compensation cost is remeasured at fair value at each reporting period when the award vests. As a result, stock option-based payments to non-employees can result in significant volatility in compensation expense.

 

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

 

 

Fair Value Measurements

 

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

 

	Level 1	Inputs are unadjusted, quoted prices for identical assets or liabilities in active markets at the measurable date.
	Level 2	Inputs, other than quoted prices included in Level 1 that are observable for the asset or liability through corroboration with market data at the measurement date.
	Level 3	Unobservable inputs that reflect management’s best estimate of what participants would use in pricing the asset or liability at the measurement date.

 

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

 

Goodwill and Indefinite-lived intangible Assets

 

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

 

We perform our annual goodwill impairment test on the first day of our fourth quarter based on the income approach, also known as the discounted cash flow (“DCF”) method, which utilizes the present value of future cash flows to estimate fair value. We also use the market approach, which utilizes market price data of companies engaged in the same or a similar line of business as that of our company, to estimate fair value. A reconciliation of the two methods is performed to assess the reasonableness of fair value of each of the reporting units.

 

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

 

 

Significant assumptions used include management’s estimates of future growth rates, the amount and timing of future operating cash flows, capital expenditures, discount rates, as well as market and industry conditions and relevant comparable company multiples for the market approach. Assumptions utilized are highly judgmental, especially given the role technology plays in driving the demand for consulting services in the blockchain technology space. As of December 31, 2023 the Company determined that its investment in BTA was fully impaired and recorded a loss of $1,271,306 in its Statement of Operations.

 

Revenue Recognition

 

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

 

Income Taxes

 

Deferred tax assets and liabilities are recognized for expected future consequences of events that have been included in the consolidated financial statements or tax returns. Under the asset and liability method, deferred income tax assets and liabilities are determined based on the differences between the financial reporting and tax bases of assets and liabilities and are measured using the currently enacted tax rates and laws. A valuation allowance is provided for the amount of deferred tax assets that, based on available evidence, are not expected to be realized. The provision for income taxes represents the tax payable for the period and the change during the period in deferred tax assets and liabilities.

 

When tax returns are filed, it is highly certain that some positions taken would be sustained upon examination by the taxing authorities, while others are subject to uncertainty about the merits of the position taken or the amount of the position that would be ultimately sustained. The benefit of a tax position is recognized in the consolidated financial statements in the period during which, based on all available evidence, management believes it is more likely than not that the position will be sustained upon examination, including the resolution of appeals or litigation processes, if any. Tax positions taken are not offset or aggregated with other positions. Tax positions that meet the more-likely-than-not recognition threshold are measured as the largest amount of tax benefit that is more than 50 percent likely of being realized upon settlement with the applicable taxing authority. The portion of the benefits associated with tax positions taken that exceeds the amount measured as described above is reflected as a liability for unrecognized tax benefits along with any associated interest and penalties that would be payable to the taxing authorities upon examination.

 

Off-Balance Sheet Transactions

 

We do not have any off-balance sheet transactions.

 

Trends, Events and Uncertainties

 

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

 

We cannot assure you that our consulting business will develop as planned, that we will ever earn revenues sufficient to support our operations, or that we will ever be profitable. Furthermore, since we have no committed source of financing, we cannot assure you that we will be able to raise money as and when we need it to continue our operations. If we cannot raise funds as and when we need them, we may be required to severely curtail, or even to cease, our operations.

 

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

 

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

 

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

 

Item 8. Financial Statements and Supplementary Data

 

See pages beginning with page F-1.

 

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

 

None.

 

 

Item 9A. Controls and Procedures

 

Internal Control over Financial Reporting and Evaluation of Disclosure Controls and Procedures.

 

Conclusions Regarding the Effectiveness of Disclosure Controls and Procedures

 

Our management, including our principal executive officer and principal financial officer, conducted an evaluation of the effectiveness of our disclosure controls and procedures, as defined in Rule 13a-15(e) or 15d-15(e) of the Exchange Act, as of December 31, 2024. Based upon the required restatement of the December 31, 2023 financial statements management determined that the Company’s disclosure controls and procedures were not effective as of December 31, 2024.

 

Management’s Annual Report on Internal Control over Financial Reporting

 

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

 

	●	Pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the Company;
	●	Provide reasonable assurance that transactions are recorded as necessary to permit preparation of consolidated financial statements in accordance with generally accepted accounting principles, and the receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the Company; and
	●	Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisitions, use or disposition of the company’s assets that could have a material effect on the consolidated financial statements.

 

Because of its inherent limitations, internal controls over financial reporting may not prevent or detect misstatements. Projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

 

Management assessed the effectiveness of our internal control over financial reporting as of December 31, 2024. In making this assessment, our management used the criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO 2013).

 

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

 

Changes in Internal Control Over Financial Reporting

 

There was change in our internal control over financial reporting that occurred during the quarter ended December 31, 2024 that has materially affected our internal control over financial reporting.

 

Inherent Limitations of Controls

 

Management does not expect that our disclosure controls and procedures or our internal control over financial reporting will prevent or detect all errors and all fraud. Controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving their objectives and management necessarily applies its judgment in evaluating the cost-benefit relationship of possible controls and procedures. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the Company have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of a simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the controls. The design of any system of controls also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Over time, controls may become inadequate because of changes in conditions, or deterioration in the degree of compliance with the policies or procedures. Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected. Management is in the process of raising capital to hire additional personnel to address its internal control weakness

 

Item 9B. Other Information

 

Not applicable.

 

Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.

 

Not applicable.

 

 

PART III

 

Item 10. Directors, Executive Officers and Corporate

 

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

 

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

 

Biographical information with respect to our executive officers and director is provided below. There are no family relationships between any of our executive officers, directors or key employees.

 

Ron Levy. Mr. Levy, 65, has served as our Chief Executive Officer and a Director since May 2018 and Interim Chief Financial Officer since December 2019. Mr. Levy has also served as our Chief Operating Officer since June 2017. Mr. Levy’s experience includes consulting for various emerging growth companies through various growth cycles. He also serves as Chief Operating Officer and beneficial owner at Redwood Fund, LP, a private investment fund and major stockholder of the Company, since February 2014, and Ladyface Capital, LLC, the General Partner of Redwood Fund, LP, since July 2013.

 

Holly Ruxin. Ms. Holly Ruxin, 54, has served as a member of the Board since April 2018 and currently serves as Chief Executive Officer of Montcalm TCR, a San Francisco-based wealth management and capital markets trading firm. Ms. Ruxin began her investment career at Goldman Sachs in the fixed income derivatives arena, and she has managed client assets and led private client teams at Morgan Stanley, Montgomery Securities and Bank of America for over twenty years. Ms. Ruxin is also the founder of Trevor TCR, a non-profit organization designed to invest in what matters and achieve transformation through giving. Ms. Ruxin received a Master of Business Administration in Finance from Columbia University and a Bachelor of Arts in Economics from the University of Michigan. We determined that Ms. Ruxin should serve as a director because of her extensive asset management and capital markets experience.

 

Compliance with Section 16(a) of the Exchange Act.

 

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

 

Code of Ethics

 

The Company has adopted a Code of Conduct and Ethics that applies to every director, officer and employee of the Company. Such Code of Conduct and Ethics includes written standards that are reasonably designed to deter wrongdoing and to promote:

 

	●	Honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships;
	●	Full, fair, accurate, timely, and understandable disclosure in reports and documents that the Company files with, or submits to, the SEC and in other public communications made by the Company;
	●	Compliance with applicable governmental laws, rules and regulations;
	●	The prompt internal reporting of violations of the code to an appropriate person or persons identified in the code; and
	●	Accountability for adherence to the code.

 

A copy of the Code of Conduct and Ethics is available on the Company’s website at www.thecryptocompany.com.

 

Director Nominations

 

The Company does not have any defined procedures by which stockholders may submit nominations for directors and there has been no change to that policy.

 

Audit Committee and Audit Committee Financial Expert

 

The board of directors has an Audit Committee comprised of one independent board member, Holly Ruxin who is a financial expert. Ms. Ruxin oversees the accounting and financial reporting processes of the Company and the audits of the Company’s consolidated financial statements.

 

 

Item 11. Executive Compensation 2024 Summary Compensation Table

 

The following table provides information regarding the total compensation for services rendered in all capacities that was earned during the fiscal year indicated by our named executive officers for 2024.

 

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

 

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

 

Outstanding Equity Awards at Fiscal Year-End

 

During the year ended December 31, 2020, the Company issued a total of 500,000 stock options to non-employee members of its board of directors, 1,250,000 stock options to its chief executive officer, and 170,000 stock options to others.

 

Employee Benefits

 

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

 

Director Compensation Policy

 

The board of directors of the Company does not have a compensation committee. The board of directors determines the amount and form of executive and director compensation.

 

As previously disclosed, the Company entered into a Director Services Agreement with Holly Ruxin, effective April 7, 2018 pursuant to the Director Service Agreements, each director is be entitled to receive (i) a fee of $80,000 per annum, payable quarterly, and (ii) a ten-year option to purchase 100,000 shares of common stock of the Company at an exercise price of $10.00 per share, which option shall be fully vested on the six-month anniversary of the date of grants.

 

 

The table below summarizes the compensation earned or paid to our non-employee directors for the fiscal year ended December 31, 2023:

 

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

 

(1)

As of December 31, 2024, a total of $320,349 of Director’s fees from prior and current periods was accrued and remains unpaid as of the date of this Report.

 

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

 

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

 

Security Ownership of Certain Beneficial Owners and Management

 

The following table sets forth certain information as of, 2025 regarding the beneficial ownership of our common stock by the following persons:

 

	●	each stockholder or group of stockholders who, to our knowledge, owns more than 5% of our common stock;
	●	each of our named executive officers;
	●	each director; and
	●	all of our executive officers and directors as a group.

 

Beneficial ownership is determined in accordance with the rules of the SEC, and thus represents voting or investment power with respect to our securities. Unless otherwise indicated in the footnotes to the following table, each person named in the table has sole voting and investment power. The address for each of our named executive officers and directors is c/o The Crypto Company, 23823 Malibu Road #50477, Malibu, California 90265. Shares of common stock subject to options, warrants or other rights currently exercisable or exercisable within 60 days of March 31, 2025, are deemed to be beneficially owned and outstanding for computing the share ownership and percentage of the stockholder holding the options, warrants or other rights, but are not deemed outstanding for computing the percentage of any other stockholder.

 

 

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

 

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

 

Compliance with Section 16(a) of the Exchange Act.

 

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

 

Change in Control

 

As of the date of this report, we are not aware of any arrangements, including any pledge by any person of our securities, the operation of which may at a subsequent date result in a change in control of the Company.

 

Item 13. Certain Relationships and Related Transactions, and Director Independence

 

SEC regulations define the related person transactions that require disclosure to include any transaction, arrangement or relationship in which the amount involved exceeds the lesser of $120,000 or 1% of the average of our total assets at year-end for the last two completed fiscal years in which we were or are to be a participant and in which a related person had or will have a direct or indirect material interest. A related person is: (i) an executive officer, director or director nominee of the Company, (ii) a beneficial owner of more than 5% of our common stock, (iii) an immediate family member of an executive officer, director or director nominee or beneficial owner of more than 5% of our common stock, or (iv) any entity that is owned or controlled by any of the foregoing persons or in which any of the foregoing persons has a substantial ownership interest or control.

 

There have been no related party transactions.

 

 

Policies and Procedures for Related Person Transactions

 

While our board of directors has not adopted a formal written related person transaction policy that sets forth the policies and procedures for the review and approval or ratification of related person transactions, it the Company’s practice and procedure to present all transactions arrangements, relationships or any series of similar transactions, arrangements or relationships, in which the Company was or is to be a participant and a related person had or will have a direct or indirect material interest, to the board of directors for approval.

 

Director Independence

 

Our determination of the independence of our directors is made using the definition of “independent” contained in the listing standards of the Nasdaq Stock Market. On the basis of that information, the board has determined that Holly Ruxin is independent within the meaning of such rules.

 

Item 14. Principal Accounting Fees and Services

 

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

 

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

 

Audit Fees: Represents fees for professional services provided for the audit of our annual consolidated financial statements, review of our consolidated financial statements included in our quarterly reports and services in connection with statutory and regulatory filings.

 

The board of directors has an Audit Committee comprised of one independent board member, Holly Ruxin. Ms. Ruxin serves as the Chair of the Audit Committee. The Audit Committee oversees the accounting and financial reporting processes of the Company and the audits of the Company’s consolidated financial statements.

 

The Audit Committee of the Company oversees the accounting and financial reporting processes of the Company and approves all auditing services and the terms thereof and non-audit services (other than non-audit services published under Section 10A(g) of the Exchange Act or the applicable rules of the SEC or the Public Company Accounting Oversight Board) to be provided to us by the independent auditor; provided, however, the pre-approval requirement is waived with respect to the provisions of non-audit services for us if the “de minimis” provisions of Section 10A(i)(1)(B) of the Exchange Act are satisfied.

 

 

PART IV

 

Item 15. Exhibits, Financial Statement Schedules

 

Financial Statements

 

See pages beginning with page F-1.

 

Exhibit Index

 

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

 

 

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

 

 

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

 

 

10.51		Promissory Note dated December 4, 2024, between The Crypto Company and AJB Capital Investments, LLC		*
10.52		Security Agreement dated December 4, 2024, between The Crypto Company and AJB Capital Investments, LLC		*
10.53		Securities Purchase Agreement dated December 4, 2024, between The Crypto Company and AJB Capital Investments, LLC		*
10.54		Promissory Note dated November 1, 2024, between The Crypto Company and AJB Capital Investments, LLC		*
10.55		Securities Purchase Agreement dated November 1, 2024, between The Crypto Company and AJB Capital Investments, LLC		*
10.56		Security Agreement dated November 1, 2024, between The Crypto Company and AJB Capital Investments, LLC		*
10.57		Promissory Note dated January 30, 2024, between The Crypto Company and AJB Capital Investments, LLC
10.58		Security Agreement dated January 30, 2024, between The Crypto Company and AJB Capital Investments, LLC
10.59		Securities Purchase Agreement dated January 30, 2024, between The Crypto Company and AJB Capital Investments, LLC
10.60		First Amendment to Promissory Note, dated October 1, 2024, by and between the Crypto Company and AJB Investments LLC		*
10.61		Second Amendment to Promissory Note, dated October 10, 2024, by and between the Crypto Company and AJB Investments LLC		*
10.62		Fifth Amendment to Promissory Note, executed on May 13, 2025, by and between the Crypto Company and AJB Capital Investments LLC.		8-K		10.1		05/19/2025
10.63		Pre-Funded Warrant issued AJB Capital Investments LLC, executed on May 13, 2025.		8-K		10.2		05/19/2025
10.64		Fourth Amendment to Promissory Note, dated March 10, 2025, by and between the Crypto Company and AJB Investments LLC.		8-K		10.1		03/13/2025
10.65		Consulting Agreement between the Company and David Natan, effective as of March 12, 2025.		8-K		10.2		03/13/2025
10.66		Third Amendment to Promissory Note, dated February 11, 2025, by and between the Crypto Company and AJB Investments LLC.		8-K		10.1		02/13/2025
10.67		Consulting Agreement dated as of January 23, 2025.		8-K		10.1		01/29/2025
10.68		Second Amendment to Promissory Note, dated October 10, 2024, by and between the Crypto Company and AJB Investments LLC.		8-K		10.2		01/29/2025
10.69		Second Amendment to Promissory Note, dated January 8, 2025, by and between the Crypto Company and AJB Investments LLC.		8-K		10.1		01/13/2025
21.1		List of Subsidiaries of The Crypto Company		*
31		Certification of the Chief Executive Officer, Interim Chief Financial Officer and Chairman of the Board pursuant to section 302 of the Sarbanes-Oxley Act of 2002		*
32		Certification of the Chief Executive Officer, Interim Chief Financial Officer and Chairman of the Board pursuant to section 906 of the Sarbanes-Oxley Act of 2002		**
101.INS		Inline XBRL Instance Document
101.SCH		Inline XBRL Taxonomy Extension Schema Document
101.CAL		Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF		Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB		Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE		Inline XBRL Taxonomy Extension Presentation Linkbase Document
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

* Filed herewith

 

** Furnished, not filed.

 

Item 16. Form 10-K Summary

 

None.

 

 

SIGNATURES

 

Pursuant to the requirements of Section 13 or 15(d) of the Exchange Act, the Registrant caused this report to be signed on its behalf by the undersigned, thereto duly authorized, on June 13, 2025.

 

	THE CRYPTO COMPANY
	(Registrant)
	By:	/s/ Ron Levy
		Ron Levy
		Chief Executive Officer

 

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

 

Signature		Title
/s/ Ron Levy		Chief Executive Officer, Interim Chief Financial Officer and Chairman of the Board
Ron Levy		(Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer)
/s/ Holly Ruxin
Holly Ruxin		Director

 

 

THE CRYPTO COMPANY

 

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

 

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

 

 

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

Board of Directors and Shareholders

 

The Crypto Company

23838 Malibu Road #50477,

Malibu, CA 90265

 

Opinion on the Financial Statements

 

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

 

Going Concern

 

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 2 to the financial statements, the Company has suffered recurring losses from operations, negative cash flows from operations and has a significant accumulated deficit, that raises substantial doubt about its ability to continue as a going concern. Management’s plans in regard to these matters are also described in Note 2. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

 

Basis for Opinion

 

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

 

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

 

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

 

Critical Audit Matters

 

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

 

/s/ Bush & Associates CPA LLC

 

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

 

Henderson, Nevada

June 13, 2025

PCAOB ID Number 6797

 

 

THE CRYPTO COMPANY

CONSOLIDATED BALANCE SHEETS

 

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

 

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

 

 

THE CRYPTO COMPANY

CONSOLIDATED STATEMENTS OF OPERATIONS

 

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

 

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

 

 

THE CRYPTO COMPANY

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

 

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

 

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

 

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

 

 

THE CRYPTO COMPANY

CONSOLIDATED STATEMENTS OF CASH FLOWS

 

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

 

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

 

 

THE CRYPTO COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

 

NOTE 1 – THE COMPANY

 

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

 

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

 

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

 

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

 

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

 

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

Going Concern

 

The Company’s consolidated financial statements are prepared using the accrual method of accounting in accordance with United States (“U.S.”) generally accepted accounting principles (“GAAP”) and have been prepared on a going concern basis, which contemplates the realization of assets and the settlement of liabilities in the normal course of business. The Company has incurred significant losses and experienced negative cash flows since inception. As of December 31, 2024, the Company had cash of $1,763. In addition, the Company’s net loss was $6,643,709 for the year ended December 31, 2024 and the Company’s had a working capital deficit of $6,685,767. As of December 31, 2024 the accumulated deficit amounted to $53,406,461. As a result of the Company’s history of losses and financial condition, there is substantial doubt about the ability of the Company to continue as a going concern.

 

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

 

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

 

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

 

F-7

 

Use of estimates – The preparation of these consolidated financial statements in conformity with US GAAP requires management to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues, and expenses and the related disclosure of contingent assets and liabilities. The Company bases its estimates on historical experience and on various other assumptions that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. The Company’s significant estimates and assumptions include but are not limited to the recoverability and useful lives of long-lived assets, allocation of revenue on software subscriptions, valuation of goodwill from business acquisitions, valuation and recoverability of investments, valuation allowances of deferred taxes, and share- based compensation expenses. Actual results may differ from these estimates. In addition, any change in these estimates or their related assumptions could have an adverse effect on the Company’s operating results.

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

F-8

 

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

 

Income taxes – Deferred tax assets and liabilities are recognized for expected future consequences of events that have been included in the consolidated financial statements or tax returns. Under the asset and liability method, deferred income tax assets and liabilities are determined based on the differences between the financial reporting and tax bases of assets and liabilities and are measured using the currently enacted tax rates and laws. A valuation allowance is provided for the amount of deferred tax assets that, based on available evidence, are not expected to be realized. The provision for income taxes represents the tax payable for the period and the change during the period in deferred tax assets and liabilities.

 

When tax returns are filed, it is highly certain that some positions taken would be sustained upon examination by the taxing authorities, while others are subject to uncertainty about the merits of the position taken or the amount of the position that would be ultimately sustained. The benefit of a tax position is recognized in the consolidated financial statements in the period during which, based on all available evidence, management believes it is more likely than not that the position will be sustained upon examination, including the resolution of appeals or litigation processes, if any. Tax positions taken are not offset or aggregated with other positions. Tax positions that meet the more-likely-than-not recognition threshold are measured as the largest amount of tax benefit that is more than 50 percent likely of being realized upon settlement with the applicable taxing authority. The portion of the benefits associated with tax positions taken that exceeds the amount measured as described above is reflected as a liability for unrecognized tax benefits along with any associated interest and penalties that would be payable to the taxing authorities upon examination.

 

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

 

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

 

	Level 1	Inputs are unadjusted, quoted prices for identical assets or liabilities in active markets at the measurable date.
	Level 2	Inputs, other than quoted prices included in Level 1, which are observable for the asset or liability through corroboration with market data at the measurement date.
	Level 3	Unobservable inputs that reflect management’s best estimate of what participants would use in pricing the asset or liability at the measurement date.

 

F-9

 

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.

 

Share-based compensation

 

In accordance with ASC No. 718, Compensation – Stock Compensation (“ASC 718”), the Company measures the compensation costs of share-based compensation arrangements based on the grant date fair value of granted instruments and recognizes the costs in the consolidated financial statements over the period during which employees are required to provide services. Share-based compensation arrangements include stock options.

 

Equity instruments (“instruments”) issued to non-employees are recorded on the basis of the fair value of the instruments, as required by ASC 718. ASC No. 505, Equity Based Payments to Non-Employees (“ASC 505”), defines the measurement date and recognition period for such instruments. In general, the measurement date is (a) when a performance commitment, as defined, is reached or (b) when the earlier of (i) the non-employee performance is complete and (ii) the instruments are vested. The compensation cost is remeasured at fair value at each reporting period when the award vests. As a result, stock option-based payments to non-employees can result in significant volatility in compensation expense.

 

F-10

 

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

 

Net loss per common share – The Company reports earnings per share (“EPS”) with a dual presentation of basic EPS and diluted EPS. Basic EPS is computed as net income divided by the weighted average of common shares for the period. Diluted EPS reflects the potential dilution that could occur from common shares issued through stock options, or warrants. For the year ended December 31, 2024 and the year ended December 31, 2023, the Company had no potentially dilutive common stock equivalents. Therefore, the basic EPS and the diluted EPS are the same.

 

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

 

Reclassifications – Certain amounts in the prior period consolidated financial statements have been reclassified to conform to the current period presentation. Such reclassifications had no effect on the Company’s financial position, results of operations or cashflows.

 

NOTE 3 – RECENT ACCOUNTING PRONOUNCEMENTS

 

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

 

On November 15, 2019, the FASB issued ASU 2019-10, which (1) provides a framework to stagger effective dates for future major accounting standards and (2) amends the effective dates for certain major new accounting standards to give implementation relief to certain types of entities. Specifically, ASU 2019-10 amends the effective date for ASU 2017-04 to fiscal years beginning after December 15, 2022, and interim periods therein.

 

Early adoption continues to be permitted for interim or annual goodwill impairment tests performed on testing dates after January 1, 2017. The Company does not anticipate the adoption of ASU 2017-04 will have a material impact on its consolidated financial statements for both annual and interim reporting periods.

 

In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740) which enhances and simplifies various aspects of the income tax accounting guidance, including requirements such as tax basis step-up in goodwill obtained in a transaction that is not a business combination, ownership changes in investments, and interim-period accounting for enacted changes in tax law. The amendment will be effective for public companies with fiscal years beginning after December 15, 2020.

 

F-11

 

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

 

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

 

NOTE 4 – ACQUISITIONS AND AGREEMENTS

 

On April 8, 2021, the Company completed the acquisition of all of the issued and outstanding stock of BTA and BTA became a wholly owned subsidiary of the Company. At the closing the Company delivered to the sellers a total of $600,000 in cash, promissory notes in the total principal amount of $150,000 bearing 1% interest per annum, and an aggregate of 201,439 shares of Company common stock valued at $604,317 in accordance with the terms of the SPA. Additionally, the Company acquired $4,860 in cash at BTA.

 

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

 

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

 

As a result of the operating results for BTA, the Company determined that its goodwill and intangible assets were fully impaired as of December 31, 2023 and recorded an impairment charge of $1,271,306 on it Statement of Operations

 

IDI Modification

 

Effective October 27, 2022, the “Company entered into an agreement with each of Bitmine Immersion Technologies, Inc. (“BIT”) and Innovative Digital Investors, LLC (“IDI”) that served to terminate or modify certain prior agreements entered into by the parties in February 2022.

 

Pursuant to an agreement with BIT, BIT repurchased from the Company all of the Bitcoin miners purchased by the Company from BIT in February 2022, and also purchased certain of the Bitcoin miners purchased by the Company from IDI in February 2022. As part of these transactions, the parties agreed that any remaining amounts due under the promissory note delivered by the Company to BIT in February 2022 in the original principal amount of $168,750 was cancelled and extinguished. BIT delivered cash consideration of $212,750 to the Company to pay the remainder of the consideration owed to the Company to repurchase the miners it delivered to the Company in February 2022 and to purchase certain miners IDI sold to the Company in February 2022.

 

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

 

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

 

F-12

 

NOTE 5 – RELATED PARTY TRANSACTIONS

 

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

 

On the same date the Company entered into a stock agreement (the “Stock Agreement”) with, the Company’s CEO Ronald Levy pursuant to which the Company issued a total of ten (10) shares of the Company’s Series A preferred stock (“Preferred Stock”) Mr. Levy also serves Interim Chief Financial Officer, Chief Operating Officer, Chairman of the Board, Secretary, and a member of the Board of Directors of the Company.

 

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

 

NOTE 6 – NOTE PAYABLE

 

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

 

● On February 2, 2021, the Company received a loan from the Small Business Administration of $18,265 (the “2021 SBA Loan”). The 2021 SBA Loan bears interest at 1% per annum and is payable over 5 years with all payments of principal and interest deferred for the first 10 months.

 

As of December 31, 2024 the total due on the SBA loans amounted to $12,625

 

F-13

 

● On May 3, 2022, the Company borrowed funds pursuant to the terms of a Securities Purchase Agreement (the “May AJB SPA”) entered into with AJB, and issued a Promissory Note in the principal amount of $1,180,000 (the “May AJB Note”) to AJB in a private transaction for a purchase price of $900,000 (giving effect to a 10% original issue discount). In connection with the sale of the AJB Note, the Company also paid certain fees and due diligence costs of AJB and brokerage fees to J.H. Darbie & Co., a registered broker-dealer.

 

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

 

The maturity date of the May ABJ Note is November 3, 2022, but it may be extended by the Company for six months with the interest rate to increase during the extension period. The May AJB Note bears interest at 10% per year, and principal and accrued interest is due on the maturity date. The Company may prepay the May AJB Note at any time without penalty. Under the terms of the May AJB Note, the Company may not sell a significant portion of its assets without the approval of AJB, may not issue additional debt that is not subordinate to AJB, must comply with the 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.

 

F-14

 

Following an event of default, and subject to certain limitations, the outstanding amount of the Note may be converted into shares of Company common stock. Amounts due under the Note would be converted into shares of the 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 December 31, 2024 the principal balance on the Note was $1,180,000

 

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

 

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

 

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

 

Fast Capital has the right at any time after the six-month anniversary of the date of issuance of the Fast Capital Note to convert all or any part of the outstanding and unpaid principal amount of the Fast Capital Note into Company common stock, subject to a beneficial ownership limitation. The conversion price of the Fast Capital Note equals 60% of the lowest closing price of the 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).

 

F-15

 

As of December 31, 2024, the balancing remaining under the Fast Capital Note is $8,784

 

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

 

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

 

As of December 31, 2024, the balancing remaining under the AJB June Note is $981,358.

 

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

 

The maturity date of the Nov. Note is May 10, 2024. The Nov. Note bears interest at 12% per year, and principal and accrued interest is due on the maturity date. The Company may prepay the Nov. Note at any time without penalty. The 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 December 31, 2024, the balancing remaining under the AJB June Note is $176,668.

 

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

 

F-16

 

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

 

As of December 31, 2024, the balancing remaining under the AJB June Note is $50,000.

 

All remaining principal balance remain unpaid as of December 31, 2024

 

● On February 20, 2024, the Company borrowed funds pursuant to the terms of a Securities Purchase Agreement (the “February 20, 2024 SPA”) entered into with AJB, and issued a Promissory Note in the principal amount of $53,000 to AJB (the “February 20, 2024 Note”) in a private transaction for a purchase price of $45,050 (giving effect to an original issue discount). After payment of the fees and costs, the net proceeds to the Company were $40,050, which will be used for working capital and other general corporate purposes.

 

The maturity date of the February 20, 2024 Note is August 20, 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.

 

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

 

The maturity date of the February 29, 2024 Note is August 29, 2024. The Nov. Note bears interest at 12% per year, and principal and accrued interest is due on the maturity date. The Company may 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.

 

● On April 12, 2024, the Company borrowed funds pursuant to the terms of a Securities Purchase Agreement (the “April 12, 2024 SPA”) entered into with AJB, and issued a Promissory Note in the principal amount of $185,555 to AJB (the “April 12, 2024 Note”) in a private transaction for a purchase price of $108,000 (giving effect to an original issue discount). After payment of the fees and costs, the net proceeds to the Company were $45,000, which will be used for working capital and other general corporate purposes.

 

The maturity date of the April 12, 2024 Note is October 12, 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.

 

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

 

F-17

 

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

 

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

 

The maturity date of the June 18, 2024 Note is December 18, 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.

 

● On July 15, 2024, the Company borrowed funds pursuant to the terms of a Securities Purchase Agreement (the “July 15, 2024 SPA”) entered into with AJB, and issued a Promissory Note in the principal amount of $59,000 to AJB (the “July 15, 2024 Note”) in a private transaction for a purchase price of $47,200 (giving effect to an original issue discount). After payment of the fees and costs, the net proceeds to the Company were $44,700, which will be used for working capital and other general corporate purposes.

 

The maturity date of the July 15, 2024 Note is January 15, 2025. 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.

 

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

 

The maturity date of the August 28, 2024 Note is February 28, 2025. 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.

 

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

 

F-18

 

The maturity date of the November 1, 2024 Note is May 1, 2025. 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.

 

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

 

● The maturity date of the December 4, 2024 Note is June 4, 2025. The Nov. Note bears interest at 12% per year, and principal and accrued interest is due on the maturity date. The Company may 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 December 31, 2024 the balance of all convertible notes outstanding was $2,805,253 with $630,075 in accrued interest.

 

NOTE 7 – OTHER LIABILITIES

 

During the year ended December 31, 2023 the Company initially recorded $207,938 in revenue that it could not document as revenue under the guidelines of ASC 606. As a result the Company reclassified this amount of cash received as Other Liabilities.

 

NOTE 8 – EQUITY

 

Common stock

 

As of December 31, 2024 the Company had 19,000,000,000 shares of $0.001 common stock authorized. As of December 31, 2024 there were 3,032,746,878 and 565,709,873 shares of common stock outstanding, respectively.

 

Preferred A Stock

 

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

 

On the same date the Company entered into a stock agreement (the “Stock Agreement”) with, the Company’s CEO Ronald Levy pursuant to which the Company issued a total of ten (10) shares of the Company’s Series A preferred stock (“Preferred Stock”) Mr. Levy also serves Interim Chief Financial Officer, Chief Operating Officer, Chairman of the Board, Secretary, and a member of the Board of Directors of the Company.

 

F-19

 

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

 

Stock Options

 

On July 21, 2017, the 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 10 years and may be subject to vesting conditions, as determined by the Administrator. Options granted generally vest over eighteen to thirty-six months. Incentive stock options may be granted only to employees of the Company or any subsidiary that is a “subsidiary corporation” within the meaning of Section 424(f) of the Internal Revenue Code.

 

During the year ended December 31, 2020, the Company issued 500,000 stock options to members of its board of directors, 1,250,000 stock options to employees, and 170,000 stock options to non-employees. No stock options were issued in 2024.

 

5,000,000 shares of the Company’s common stock are reserved for issuance under the Plan. As of December 31, 2024, there are outstanding stock option awards issued from the Plan covering a total of 2,281,349 shares of the Company’s common stock and there remain reserved for future awards 2,718,651 shares of the Company’s common stock.

 

SCHEDULE OF STOCK OPTIONS ACTIVITY

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

 

The Company recognized $-0- and $-0- of compensation expense related to stock options for the years ended December 31, 2024 and 2023, respectively. As of December 31, 2024 these options had no intrinsic value since they were all out of the money as of December 31, 2024.

 

The determination of the fair value of share-based compensation awards utilizing the Black-Scholes model is affected by the Company’s stock price and a number of complex and subjective assumptions, including stock price, volatility, expected life of the equity award, forfeitures rates if any, risk-free interest rates and expected dividends. Volatility is based on the historical volatility of comparable companies measured over the most recent period, generally commensurate with the expected life of the Company’s stock options, adjusted for future expectations given the Company’s limited historical share price data.

 

The risk-free rate is based on implied yields in effect at the time of the grant on U.S. Treasury zero-coupon bonds with remaining terms equal to the expected term of the stock options. The expected dividend is based on the Company’s history and expectation of dividend pay-outs. Forfeitures are recognized when they occur. During the years ended December 31, 2024 and 2023, the Company recorded $4,383,005 and $6,761 in share based compensation to its employees.

 

Warrants

 

As of December 31, 2024 the following warrants were outstanding

 SCHEDULE OF OUTSTANDING WARRANTS TO PURCHASE SHARES OF COMMON STOCK

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

 

F-20

 

NOTE 9 - COMMITMENTS AND CONTINGENCIES

 

Legal Contingencies

 

The Company may from time to time become subject to legal proceedings, claims, and litigation arising in the ordinary course of business.

 

Indemnities and guarantees - During the normal course of business, the Company has made certain indemnities and guarantees under which it may be required to make payments in relation to certain transactions. These indemnities include certain agreements with the Company’s officers and directors, under which the Company may be required to indemnify such persons for liabilities arising out of their respective relationships. In connection with its facility lease, the Company has indemnified the lessor for certain claims arising from the use of the facility. The duration of these indemnities and guarantees varies and, in certain cases, is indefinite. The majority of these indemnities and guarantees do not provide for any limitation of the maximum potential future payments the Company could be obligated to make. Historically, the Company has not been obligated to make significant payments for these obligations, and no liabilities have been recorded for these indemnities and guarantees in the accompanying balance sheet.

 

NOTE 10 – QUARTERLY RESTATEMENTS FOR 2024

 

As a result of the adjustments reflected in the Company’s Form 10-K/A filing for December 31, 2023 filed on June 2, 2025 and due to certain year end adjustment for calendar 2024, the Company’s previously filed quarterly financial statements have been restated. The restatements adjustment had no impact on 2024 ending quarterly cash balances. The impact on the Company’s quarterly balance sheets and income statements for each quarter of 2024 is reflected below:

SCHEDULE OF QUARTERLY BALANCE SHEETS AND INCOME STATEMENTS 

BALANCE SHEETS

 

		As Filed				Adjustments						Restated				As Filed				Adjustments						Restated				As Filed				Adjustments						Restated
		March 31, 2024										March 31, 2024				June 30, 2024										June 30, 2024				September 2024										September 2024
		As Filed				Adjustments						Restated				As Filed				Adjustments						Restated				As Filed				Adjustments						Restated
ASSETS
Current assets:
Cash and cash equivalents		$	21,887									$	21,887			$	31,386									$	31,386			$	6,662									$	6,662
Prepaid expenses			21,222										21,222				12,127										12,127				3,032										3,032
Total current assets			43,109										43,109				43,513										43,513				9,694										9,694
Goodwill			740,469				(740,469	)		(a)			-				740,469				(740,469	)		(a)			-				746,368				(746,368	)		(a)			-
Intangible assets			520,004				(520,004	)		(a)			-				509,171				(509,171	)		(a)			-				509,171				(509,171	)		(a)			-
Total assets		$	1,303,582				(1,260,473	)				$	43,109			$	1,293,153				(1,249,640	)				$	43,513			$	1,265,233				(1,255,539	)				$	9,694
LIABILITIES AND STOCKHOLDERS’ DEFICIT
Current liabilities:
Accounts payable and accrued expenses		$	2,953,990									$	2,953,990			$	3,104,926									$	3,104,926			$	3,303,247									$	3,303,247
Notes, payable, net			2,430,530										2,430,530				2,697,085										2,697,085				2,608,735										2,608,735
Convertible notes			125,000										125,000				125,000										125,000				125,000										125,000
Total current liabilities			5,509,520										5,509,520				5,927,011										5,927,011				6,036,982										6,036,982
Other liabilities			-				207,938			(c)			207,938				-				207,938			(c)			207,938				-				207,938			(c)			207,938
Notes payable other			13,156										13,156				12,979										12,979				12,802										12,802
Total liabilities			5,522,676				207,938						5,730,614				5,939,990				207,938						6,147,928				6,049,784				207,938						6,257,722
													-														-														-
Convertible Notes													-														-														-
Stockholders’ Deficit:
Common stock			1,071,111										1,071,111				1,981,881										1,981,881				2,312,971										2,312,971
Additional paid in capital			40,259,135				-						40,259,135				40,609,865				-						40,609,865				40,642,224				3,032,710			(b)			43,674,934
Accumulated deficit			(45,549,340	)			(1,468,411	)		(a)(c)			(47,017,751	)			(47,238,583	)			(1,457,578	)		(a)(c)			(48,696,161	)			(47,739,745	)			(4,496,187	)		(a)(b)(c)			(52,235,932	)
Total stockholders’ deficit			(4,219,094	)			(1,468,411	)					(5,687,505	)			(4,646,837	)			(1,457,578	)					(6,104,415	)			(4,784,550	)			(1,463,477	)					(6,248,027	)
Total liabilities and deficit		$	1,303,582			$	(1,260,473	)				$	43,109			$	1,293,153			$	(1,249,640	)				$	43,513			$	1,265,234			$	(1,255,539	)				$	9,694

 

F-21

 

STATEMENTS OF OPERATIONS

 

		As filed				Adjustments						As restated				As filed				Adjustments						As restated				As filed				Adjustments						As restated
		Three months ended March 31, 2024										Three months ended March 31, 2024				Three months ended June 30, 2024										Three months ended June 30, 2024				Three months ended September 30, 2024										Three months ended September 30, 2024
		As filed				Adjustments						As restated				As filed				Adjustments						As restated				As filed				Adjustments						As restated
Services		$	15,806									$	15,806			$	9,841									$	9,841			$	10,299									$	10,299
Cost of services			1,525										1,525				7,733										7,733				7,361										7,361
Gross profit			14,281										14,281				2,107										2,107				2,938										2,938
Operating expenses:
General and administrative expenses			442,831										442,831				243,823										243,823				309,364										309,364
Amortization			10,833				(10,833	)		(a)			-				10,833				(10,833	)		(a)			-				-				-						-
Stock based compensation			463,198				-						463,198				439,487				-						439,487				(281,088	)			3,032,710			(b)			2,751,622
Total operating expenses			916,862				(10,833	)					906,029				694,143				(10,833	)					683,310				28,276				3,032,710						3,060,986
Loss from operations			(902,581	)			10,833						(891,748	)			(692,036	)			10,833						(681,203	)			(25,338	)			(3,032,710	)					(3,058,048	)
Other income (expense)													-														-														-
Interest (expense)			(200,157	)									(200,157	)			(193,192	)									(193,192	)			(76,807	)									(76,807	)
Loss before provision of income taxes			(1,102,738	)			10,833						(1,091,905	)			(885,228	)			10,833						(874,395	)			(102,145	)			(3,032,710	)					(3,134,855	)
Provision for income taxes (benefit)			-														-														-
Net loss		$	(1,102,738	)			10,833					$	(1,091,905	)		$	(885,228	)			10,833					$	(874,395	)		$	(102,145	)			(3,032,710	)				$	(3,134,855	)
Net loss per share		$	(0.00	)								$	(0.00	)		$	(0.00	)								$	(0.00	)		$	(0.00	)								$	(0.00	)
Weighted average shares basic and dilutes			902,542,121										902,542,121				1,981,881,172										1,981,881,172				2,007,990,481										2,007,990,481

 

Adjustments

 

(a)	To reflect the write-off of the goodwill and intangible assets of BTA which was written off pursuant to the Company’s June 2, 2024 10-K/A filing for the year ended December 31, 2023
(b)	To reflect the value of voting preferred stock of $3,302,710 granted to the Company’s CEO
(c)	To record the reclassification of $207,938 initially recorded as revenue in 2023 that was reclassified to other liabilities due the Company’s inability to support revenue recognition under the guidelines of ASC 606

 

NOTE 11 - SUBSEQUENT EVENTS

 

On January 10, 2025, the Company and AJB Capital Investments LLC entered into a Second Amendment dated as of January 8, 2025 (“Second Amendment”), to that certain Promissory Note dated as of November 7, 2024 (“Promissory Note”). The First Amendment to the Promissory Note dated as of November 18, 2024 (“First Amendment”), amended the Promissory Note to increase the principal amount of the Promissory Note from $33,000 to $48,600. The Second Amendment to the Promissory Note amends the Promissory Note, as amended by the First Amendment, to increase the principal amount of the Promissory Note from $48,600 to $81,934, provided, however, that the $33,334 of additional principal carries an original issue discount of $3,334 withheld from the Company to cover monitoring costs associated with the Promissory Note.

 

On January 23, 2025 (the “Effective Date”), the Company entered into a consulting agreement (the “Consulting Agreement”) with YWRC Holdings, Inc. (the “Consultant”). The Consulting Agreement has an initial term of six months, commencing on the Effective Date. The Consultant received a one-time engagement fee on the Effective Date and is eligible to receive a monthly fee for its services during the term of the Consulting Agreement in accordance with the terms and conditions of the Consulting Agreement, totaling up to a cumulative $1,015. In addition, the Consultant will receive an award of 4.99% of the Company’s common stock, par value $0.001 per share (the “Common Stock”), subject to the Consultant’s continued compliance with the terms of the Consulting Agreement; provided, Consultant will be eligible to receive an additional equity award at the 12-month anniversary of the Effective Date to ensure that Consultant hold as total equity interest equal to 4.99% of the fully diluted outstanding shares of the Company. Consultant shall not sell, transfer, or otherwise dispose of more than 5% of the total trading volume of the Company Common Stock, as traded on the applicable stock exchange or market, during any calendar month, calculated based on the total trading volume during the previous calendar month. The Company may terminate the Consulting Agreement at any time with at least 30 days’ prior written notice. The Consultant will be an independent contractor of the Company, and as such, the Consultant is not entitled to participate in any Company employee benefit plans.

 

F-22

 

On January 27, 2025, the Company and AJB Capital Investments LLC entered into a Second Amendment dated as of October 10, 2024 (“Second Amendment”), to that certain Promissory Note dated as of August 28, 2024 (“Promissory Note”). The First Amendment to the Promissory Note dated as of October 1, 2024 (“First Amendment”), amends the Promissory Note, to increase the principal amount of the Promissory Note from $120,000 to $142,000. The Second Amendment to the Promissory Note amends the Promissory Note, as amended by the First Amendment, to increase the principal amount of the Promissory Note from $142,000 to $157,556, provided, however, that the $15,556 of additional principal carries an original issue discount of $1,556 withheld from the Company to cover monitoring costs associated with the Promissory Note.

 

On January 27, 2025 (the “Advance Date”), the Company entered into a Promissory Note with Ronald Levy, the Company’s, Chief Executive Officer, Chief Operating Officer and Secretary, to obtain an advance in the amount of $15,000 (the “Loan”) for the aforementioned Consultant engagement fee. The Loan bears interest at the rate of 5% per annum, with a maturity date four months from the Advance Date.

 

On February 11, 2025, the Company and AJB Capital Investments LLC entered into a Third Amendment dated as of February 6, 2025 (“Third Amendment”) to that certain Promissory Note dated as of August 28, 2024 (“Promissory Note”). The First Amendment to the Promissory Note dated as of October 1, 2024 (“First Amendment”), amends the Promissory Note, to increase the principal amount of the Promissory Note from $120,000 to $142,000. The Second Amendment to the Promissory Note amends the Promissory Note, as amended by the First Amendment, to increase the principal amount of the Promissory Note from $142,000 to $157,556. The Third Amendment to the Promissory Note amends the Promissory Note, as amended by the First and Second Amendments, to increase the principal amount of the Promissory Note from $157,556 to $222,890, provided, however, that the $65,334 of additional principal carries an original issue discount of $6,534 withheld from the Company to cover monitoring costs associated with the Promissory Note and $3,500 withheld from the Company to cover due diligence and legal costs in connection with the Third Amendment.

 

The Company and AJB Capital Investments LLC entered into a Fourth Amendment dated as of March 10, 2025 (“Fourth Amendment”) to that certain Promissory Note dated as of August 28, 2024 (“Promissory Note”). The First Amendment to the Promissory Note dated as of October 1, 2024 (“First Amendment”), amends the Promissory Note, to increase the principal amount of the Promissory Note from $120,000 to $142,000. The Second Amendment to the Promissory Note amends the Promissory Note, as amended by the First Amendment, to increase the principal amount of the Promissory Note from $142,000 to $157,556. The Third Amendment to the Promissory Note amends the Promissory Note, as amended by the First and Second Amendments, to increase the principal amount of the Promissory Note from $157,556 to $222,890. The Fourth Amendment to the Promissory Note amends the Promissory Note, as amended by the First, Second, and Third Amendments, to increase the principal amount of the Promissory Note from $22,890 to $252,890, provided, however, that the $30,000 of additional principal carries an original issue discount of $3,000 withheld from the Company to cover monitoring costs associated with the Promissory Note and $2,000 withheld from the Company to cover due diligence and legal costs in connection with the Fourth Amendment.

 

F-23

 

The Company and AJB Capital Investments LLC entered into a Fifth Amendment executed on May 13, 2025 (“Fifth Amendment”) to that certain Promissory Note dated as of August 28, 2024 (“Promissory Note”). The First Amendment to the Promissory Note dated as of October 1, 2024 (“First Amendment”), amends the Promissory Note, to increase the principal amount of the Promissory Note from $120,000 to $142,000. The Second Amendment to the Promissory Note amends the Promissory Note, as amended by the First Amendment, to increase the principal amount of the Promissory Note from $142,000 to $157,556. The Third Amendment to the Promissory Note amends the Promissory Note, as amended by the First and Second Amendments, to increase the principal amount of the Promissory Note from $157,556 to $222,890. The Fourth Amendment to the Promissory Note amends the Promissory Note, as amended by the First, Second, and Third Amendments, to increase the principal amount of the Promissory Note from $22,890 to $252,890. The Fifth Amendment to the Promissory Note amends the Promissory Note, as amended by the First, Second, Third, and Fourth Amendments, to increase the principal amount of the Promissory Note from $252,890 to $325,113, provided, however, that the $72,223 of additional principal carries an original issue discount of $7,223 withheld from the Company to cover monitoring costs associated with the Promissory Note and $4,000 withheld from the Company to cover due diligence and legal costs in connection with the Fifth Amendment. In exchange for the additional principal, the Company issued AJB Capital Investments LLC a pre-funded warrant to purchase up to 25,000,000 shares of Common Stock of the Company for a nominal exercise price of $0.00001 per warrant share (“Pre-Funded Warrant”). The Warrant includes various covenants of the Company for the benefit of the Warrant holder such as a beneficial ownership limitation on the holder that, in certain circumstances, may serve to restrict the holder’s right to exercise the Warrant.

 

The offer and sale of the Promissory Note and Pre-Funded Warrant was made in a private transaction exempt from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”), in reliance on exemptions afforded by Section 4(a)(2) of the Securities Act and Rule 506(b) of Regulation D promulgated thereunder.

 

 

 

Exhibit 10.51

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Exhibit 10.52

 

  

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Exhibit 10.53

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Exhibit 10.54

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Exhibit 10.55

 

  

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

  

 

 

 

 

 

 

 

 

 

 

 

Exhibit 10.56

 

  

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Exhibit 10.57

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Exhibit 10.58

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Exhibit 10.59

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Exhibit 10.60

 

  

 

 

 

 

 

 

 

 

Exhibit 10.61

 

  

 

 

 

 

 

 

 

 

Exhibit 21.1

 

Subsidiaries

 

Technology Convergence Company (formerly, Blockchain Training Alliance)

Coin Tracking, LLC -inactive

 

 

 

Exhibit 31

 

CERTIFICATION PURSUANT TO

SECTION 302 OF THE SARBANES-OXLEY ACT

 

I, Ron Levy, certify that:

 

1. I have reviewed this annual report on Form 10-K for the year December 31, 2024, of The Crypto Company;

 

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report;

 

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the period presented in this report;

 

4. I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

 

a. designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to me by others within those entities, particularly during the period in which this report is being prepared;

 

b. designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

 

c. evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

 

d. disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

 

5. I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions):

 

a. all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

 

b. any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal controls over financial reporting.

 

Date: June 13, 2025

 

/s/ Ron Levy
Ron Levy
Chief Executive Officer, Interim Chief Financial Officer, Chief Operating Officer, and Secretary (Principal Executive Officer and Principal Financial Officer)

 

 

 

Exhibit 32

 

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

 

In connection with the Annual Report of The Crypto Company. (the “Company”) on Form 10-K for the year ended December 31, 2024 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Ron Levy, Chief Executive Officer, Interim Chief Financial Officer, Chief Operating Officer and Secretary of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to §906 of the Sarbanes-Oxley Act of 2002, that:

 

	(1)	The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
	(2)	The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.

 

IN WITNESS WHEREOF, the undersigned has executed this certification as of November 19, 2024.

 

/s/ Ron Levy
Ron Levy
Chief Executive Officer, Interim Chief Financial Officer, Chief Operating Officer, and Secretary (Principal Executive Officer and Principal Financial Officer)

 

June 13, 2025

 

v3.25.1

Cover - USD ($)	12 Months Ended
	Dec. 31, 2024	Jun. 06, 2025	Jun. 30, 2024
Cover [Abstract]
Document Type	10-K
Amendment Flag	false
Document Annual Report	true
Document Transition Report	false
Document Period End Date	Dec. 31, 2024
Document Fiscal Period Focus	FY
Document Fiscal Year Focus	2024
Current Fiscal Year End Date	--12-31
Entity File Number	000-55726
Entity Registrant Name	THE CRYPTO COMPANY
Entity Central Index Key	0001688126
Entity Tax Identification Number	46-4212105
Entity Incorporation, State or Country Code	NV
Entity Address, Address Line One	23823 Malibu Road
Entity Address, Address Line Two	#50477
Entity Address, City or Town	Malibu
Entity Address, State or Province	CA
Entity Address, Postal Zip Code	90265
City Area Code	(424)
Local Phone Number	228-9955
Title of 12(g) Security	Common Stock, par value $0.001 per share
Entity Well-known Seasoned Issuer	No
Entity Voluntary Filers	No
Entity Current Reporting Status	No
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	false
Entity Shell Company	false
Entity Public Float			$ 1,001,680
Entity Common Stock, Shares Outstanding		3,513,760,364
Documents Incorporated by Reference [Text Block]	None
Document Financial Statement Error Correction [Flag]	false
Auditor Firm ID	6797
Auditor Opinion [Text Block]	We have audited the accompanying balance sheets of The Crypto Company (the “Company”) as of December 31, 2024 and 2023, and the related statements of operations and comprehensive loss, changes in stockholders’ equity and cash flows for the years ended, and the related notes to the financial statements (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of The Crypto Company as of December 31, 2024 and 2023, and the results of its operations and its cash flows for the years then ended, in conformity with accounting principles generally accepted in the United States of America.
Auditor Name	Bush & Associates CPA LLC
Auditor Location	Henderson, Nevada

v3.25.1

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

v3.25.1

Consolidated Balance Sheets (Parenthetical) - $ / shares	Dec. 31, 2024	Dec. 31, 2023
Common stock, par value	$ 0.001	$ 0.001
Common stock, shares authorized	19,000,000,000	19,000,000,000
Common stock, shares issued	3,032,746,878	565,709,873
Common stock, shares outstanding	3,032,746,878	565,709,873
Preferred Stock [Member] | Series A Preferred Stock [Member]
Common stock, par value	$ 0.001	$ 0.001
Common stock, shares authorized	10	10
Common stock, shares issued	10	0
Common stock, shares outstanding	10	0

v3.25.1

Consolidated Statements of Operations - USD ($)	12 Months Ended
	Dec. 31, 2024	Dec. 31, 2023
Revenue:
Services	$ 44,814	$ 197,459
Cost of services	9,394	313,756
Gross margin	35,419	(116,297)
Operating expenses:
General and administrative expenses	890,435	1,548,277
Amortization		43,332
Impairment of goodwill		1,271,306
Share-based compensation	5,285,690	1,155,480
Total Operating Expenses	6,176,125	4,018,395
Operating loss	(6,140,706)	(4,134,692)
Other income		28,375
Loss on sale of equipment		(31,000)
Interest expense	(503,003)	(3,093,999)
Loss before provision for income taxes	(6,643,709)	(7,231,317)
Provision for income taxes
Net loss	$ (6,643,709)	$ (7,231,317)
Net loss per share, basic	$ (0.00)	$ (0.05)
Net loss per share, diluted	$ (0.00)	$ (0.05)
Weighted average common shares outstanding, basic	1,943,159,789	134,932,832
Weighted average common shares outstanding, diluted	1,943,159,789	134,932,832
Share-Based Payment Arrangement, Employee [Member]
Operating expenses:
Share-based compensation	$ 4,383,005	$ 6,761
Share-Based Payment Arrangement, Nonemployee [Member]
Operating expenses:
Share-based compensation	$ 902,685	$ 1,148,719

v3.25.1

Consolidated Statements of Stockholders' Equity - USD ($)	Preferred Stock [Member] Series A Preferred Stock [Member]	Common Stock [Member]	Additional Paid-in Capital [Member]	Retained Earnings [Member]	Total
Balance at Dec. 31, 2022		$ 23,950	$ 36,448,046	$ (39,531,436)	$ (3,059,440)
Balance, shares at Dec. 31, 2022		23,950,380
Stock issued for cash		$ 125	24,875		25,000
Balance, shares		125,000
Stock compensation expense in connection with issuance of common stock		$ 13,666	396,409		410,075
Balance, shares		13,665,157
Debt discount for warrants			2,041,490		2,041,490
Stock issued for loan payments		$ 496,969	1,003,185		1,500,154
Balance, shares		496,969,336
Stock issued for accrued salary		$ 31,000	18,600		49,600
Balance, shares		31,000,000
Net loss				(7,231,317)	(7,231,317)
Balance at Dec. 31, 2023		$ 565,710	39,932,605	(46,762,752)	(6,264,437)
Balance, shares at Dec. 31, 2023		565,709,873
Net loss					(1,091,905)
Balance at Mar. 31, 2024					(5,687,505)
Balance at Dec. 31, 2023		$ 565,710	39,932,605	(46,762,752)	(6,264,437)
Balance, shares at Dec. 31, 2023		565,709,873
Stock compensation expense in connection with issuance of common stock			332,732		332,732
Debt discount for warrants			17,998		17,998
Net loss				(6,643,709)	(6,643,709)
Stock compensation expense in connection with issuance of Preferred A voting stock			3,032,710		3,032,710
Stock compensation expense in connection with issuance of Preferred A voting stock	10
Additional paid in capital			3,000		3,000
Common stock issued for debt conversion		$ 2,467,036	356,278		2,823,314
Balance, shares		2,467,037,005
Balance at Dec. 31, 2024		$ 3,032,746	$ 43,675,323	$ (53,406,641)	(6,698,392)
Balance, shares at Dec. 31, 2024	10	3,032,746,878
Balance at Mar. 31, 2024					(5,687,505)
Net loss					(874,395)
Balance at Jun. 30, 2024					(6,104,415)
Net loss					(3,134,855)
Balance at Sep. 30, 2024					$ (6,248,027)

v3.25.1

Consolidated Statements of Stockholders' Equity (Parenthetical)	Dec. 31, 2023 $ / shares
Statement of Stockholders' Equity [Abstract]
Shares issued, price per share	$ 5.00

v3.25.1

Consolidated Statements of Cash Flows - USD ($)	12 Months Ended
	Dec. 31, 2024	Dec. 31, 2023
Cash flows from operating activities:
Net (loss)	$ (6,643,709)	$ (7,231,317)
Adjustments to reconcile net loss to net cash used in operations:
Depreciation and amortization		43,332
Share-based compensation	5,285,690	1,155,480
Debt discount for warrants	17,998	2,041,490
Impairment of goodwill		1,271,306
Loss on disposal of equipment		31,000
Prepaid expenses		81,317
Accounts payable and accrued expenses	526,474	757,317
Other liabilities		207,938
Net cash provided by (used in) operating activities	(813,546)	(1,642,136)
Cash flows from financing activities:
Payment of notes payable		(227,251)
Proceeds from issuance of notes payable	742,339	1,806,751
Proceeds from common stock issuance		25,000
Net cash provided by financing activities	742,339	1,604,500
Net (decrease) in cash and cash equivalents	(71,207)	(37,636)
Cash and cash equivalents at the beginning of the period	72,970	110,606
Cash and cash equivalents at the end of the period	1,763	72,970
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Common stock issued for convertible debt	$ 2,823,314

v3.25.1

Pay vs Performance Disclosure - USD ($)	3 Months Ended			12 Months Ended
	Sep. 30, 2024	Jun. 30, 2024	Mar. 31, 2024	Dec. 31, 2024	Dec. 31, 2023
Pay vs Performance Disclosure [Table]
Net Income (Loss)	$ (3,134,855)	$ (874,395)	$ (1,091,905)	$ (6,643,709)	$ (7,231,317)

v3.25.1

Insider Trading Arrangements	12 Months Ended
	Dec. 31, 2024
Insider Trading Arrangements [Line Items]
No Insider Trading Flag	true

v3.25.1

Cybersecurity Risk Management and Strategy Disclosure	12 Months Ended
	Dec. 31, 2024
Cybersecurity Risk Management, Strategy, and Governance [Abstract]
Cybersecurity Risk Management Processes for Assessing, Identifying, and Managing Threats [Text Block]	Risk Management and Strategy  The Company adheres to cybersecurity practices shaped by relevant laws and industry benchmarks. We proactively manage cyber risks through a multidisciplinary framework designed to safeguard the integrity, confidentiality, and availability of our data and systems. This framework includes several key initiatives:   ● Enterprise Risk Management—We identify primary cybersecurity threats to our operations.   ● Vulnerability Management—We scrutinize software and computing infrastructure for potential vulnerabilities.   ● Vendor Risk Management—We evaluate third-party and partner risks through initial assessments, enforce security through contractual obligations, when applicable, and conduct ongoing oversight.   ● Privacy Risk Management—We ensure that our products and platforms comply with privacy laws and regulations.   ● Incident Response—We maintain robust protocols to address and mitigate cyber threats promptly.   Our reliance on third-party service providers, who manage their own IT security, introduces additional vulnerabilities. These providers play a crucial role in securely handling and storing our sensitive data. Despite setting specific security requirements, we do not control their cybersecurity investments or operational security. Any security lapses on their part could potentially disrupt their services and, by extension, negatively impact our financial health and operational efficiency.   The Company (or third parties it relies on) may not be able to fully, continuously, and effectively implement security controls as intended. As described above, we utilize a risk-based approach and judgment to determine the security controls to implement and it is possible we may not implement appropriate controls if we do not recognize or underestimate a particular risk. In addition, security controls, no matter how well designed or implemented, may only mitigate and not fully eliminate risks. And events, when detected by security tools or third parties, may not always be immediately understood or acted upon.   In 2024, we encountered no cybersecurity threats that significantly influenced our operational, financial, or strategic outcomes. However, we acknowledge that our cybersecurity measures, while comprehensive, cannot completely eliminate the risk of cyber incidents or guarantee that all such incidents will be detected.
Cybersecurity Risk Management Third Party Engaged [Flag]	true
Cybersecurity Risk Board of Directors Oversight [Text Block]	Governance  We regularly evaluate cybersecurity risks through discussions and updates with our Chief Executive Officer (“CEO”), who oversees our cybersecurity strategy. The CEO ensures that our management team can identify, evaluate, and manage cyber risks effectively and deploy measures to address and mitigate potential cyber incidents. This governance structure ensures that cybersecurity remains a central element of our strategic planning and risk management philosophy.
Cybersecurity Risk Management Positions or Committees Responsible [Text Block]	The CEO ensures that our management team can identify, evaluate, and manage cyber risks effectively and deploy measures to address and mitigate potential cyber incidents.

v3.25.1

THE COMPANY	12 Months Ended
	Dec. 31, 2024
Accounting Policies [Abstract]
THE COMPANY	NOTE 1 – THE COMPANY   The Crypto Company was incorporated in the State of Nevada on March 9, 2017. The Company is engaged in the business of providing consulting services and education for distributed ledger technologies (“blockchain”), for the building of technological infrastructure and enterprise blockchain technology solutions. The Company currently generates revenues and incurs expenses solely through these consulting operations.   Unless expressly indicated or the context requires otherwise, the terms “Crypto,” the “Company,” “we,” “us,” and “our” in these consolidated financial statements refer to The Crypto Company and, where appropriate, its wholly-owned subsidiary Technology Convergence Company (“TechCC”) formerly Blockchain Training Alliance, Inc. (“BTA”) and an inactive subsidiary Coin Tracking, LLC (“CoinTracking”).   The Company entered into a Stock Purchase Agreement (the “SPA”) effective as of March 24, 2021 with BTA and its stockholders. On April 8, 2021, the Company completed the acquisition of all of the issued and outstanding stock of BTA and BTA became a wholly-owned subsidiary of the Company. As a result of this acquisition, the operations of BTA became consolidated with Company operations on April 8, 2021.   TechCC is a blockchain training company and service provider that provides training and educational courses focused on blockchain technology and education as to the general understanding of blockchain to corporate and individual clients.   During the years ended December 31, 2024 and 2023, the Company generated revenues and incurred expenses primarily through the business of providing consulting services and education for distributed ledger technologies, for the building of technological infrastructure and enterprise blockchain technology solutions, both of which have ceased operations as of the date of this Annual Report.

v3.25.1

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	12 Months Ended
	Dec. 31, 2024
Accounting Policies [Abstract]
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES   Going Concern   The Company’s consolidated financial statements are prepared using the accrual method of accounting in accordance with United States (“U.S.”) generally accepted accounting principles (“GAAP”) and have been prepared on a going concern basis, which contemplates the realization of assets and the settlement of liabilities in the normal course of business. The Company has incurred significant losses and experienced negative cash flows since inception. As of December 31, 2024, the Company had cash of $1,763. In addition, the Company’s net loss was $6,643,709 for the year ended December 31, 2024 and the Company’s had a working capital deficit of $6,685,767. As of December 31, 2024 the accumulated deficit amounted to $53,406,461. As a result of the Company’s history of losses and financial condition, there is substantial doubt about the ability of the Company to continue as a going concern.   The ability to continue as a going concern is dependent upon the Company generating profitable operations in the future and/or obtaining the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they come due. Management is evaluating different strategies to obtain financing to fund the Company’s expenses and achieve a level of revenue adequate to support the Company’s current cost structure. Financing strategies may include, but are not limited to, private placements of capital stock, debt borrowings, partnerships and/or collaborations. There can be no assurance that any of these future-funding efforts will be successful. The consolidated financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might result from the outcome of this uncertainty.   Basis of presentation – The company prepares its consolidated financial statements based upon the accrual method of accounting, recognizing income when earned and expenses when incurred.   Consolidation – The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries, Blockchain Training Alliance and CoinTracking LLC which is inactive. All significant intercompany accounts and transactions are eliminated in consolidation.     Use of estimates – The preparation of these consolidated financial statements in conformity with US GAAP requires management to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues, and expenses and the related disclosure of contingent assets and liabilities. The Company bases its estimates on historical experience and on various other assumptions that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. The Company’s significant estimates and assumptions include but are not limited to the recoverability and useful lives of long-lived assets, allocation of revenue on software subscriptions, valuation of goodwill from business acquisitions, valuation and recoverability of investments, valuation allowances of deferred taxes, and share- based compensation expenses. Actual results may differ from these estimates. In addition, any change in these estimates or their related assumptions could have an adverse effect on the Company’s operating results.   Cash and cash equivalents – The Company defines its cash and cash equivalents to include only cash on hand and certain highly liquid investments with original maturities of ninety days or less. The Company maintains its cash and cash equivalents at financial institutions, the balances of which may, at times, exceed federally insured limits. Management believes that the risk of loss due to the concentration is minimal.   Investments in cryptocurrency – Investments are comprised of several cryptocurrencies the Company owns, of which a majority is Bitcoin, that are actively traded on exchanges. The Company records its investments as indefinite-lived intangible assets at cost less impairment and are reported as long-term assets in the consolidated balance sheets. An intangible asset with an indefinite useful life is not amortized but assessed for impairment annually, or more frequently, when events or changes in circumstances occur indicating that it is more likely than not that the indefinite-lived asset is impaired. Impairment exists when the carrying amount exceeds its fair value. In testing for impairment, the Company has the option to first perform a qualitative assessment to determine whether it is more likely than not that an impairment exists. If it is determined that it is not more likely than not that an impairment exists, a quantitative impairment test is not necessary. If the Company concludes otherwise, it is required to perform a quantitative impairment test. To the extent an impairment loss is recognized, the loss establishes the new cost basis of the asset. Subsequent reversal of impairment losses is not permitted.   Realized gains and losses on sales of investments in cryptocurrency, and impairment losses, are included in other income/(expense) in the Consolidated Statements of Operations.   As of December 31, 2024 and 2023 there were $-0- in investments in cryptocurrency on the Company’s Balance Sheet.   Equipment – Equipment is recorded at cost and depreciated using the straight-line method over the estimated useful life ranging from 3 three to five years. Normal repairs and maintenance are expensed as incurred. Expenditures that materially adapt, improve, or alter the nature of the underlying assets are capitalized. When equipment is retired or otherwise disposed of, the cost and related accumulated depreciation are removed from the accounts, and the resulting gain or loss is credited or charged to income.   Business combination – The purchase price of an acquired company is allocated between tangible and intangible assets acquired and liabilities assumed from the acquired business based on their estimated fair values with the residual of the purchase price recorded as goodwill. The results of operations of acquired businesses are included in our operating results from the dates of acquisition.   Goodwill and intangible assets – The Company records the excess of purchase price over the fair value of the tangible and identifiable intangible assets acquired as goodwill. Intangible assets resulting from the acquisitions of entities accounted for using the purchase method of accounting are recorded at the estimated fair value of the assets acquired. Identifiable intangible assets are comprised of purchased customer relationships, trade names, and developed technologies. Intangible assets subject to amortization are amortized over the period of estimated economic benefit of five years. In accordance with ASC 350, Intangibles – Goodwill and Other (“ASC 350”), goodwill and other intangible assets with indefinite lives are not amortized but tested annually, on December 31, or more frequently if the Company believes indicators of impairment exist. Indefinite lived intangible assets also include investments in cryptocurrency (see Investments in Cryptocurrency).     The Company assesses whether goodwill impairment and indefinite lived intangible assets exists using both qualitative and quantitative assessments. The qualitative assessment involves determining whether events or circumstances exist that indicate it is more likely than not that the fair value of a reporting unit is less than its carrying amount, including goodwill. If based on this qualitative assessment the Company determines it is more likely than not that the fair value of a reporting unit is less than its carrying amount, or if the Company elects not to perform a qualitative assessment, a quantitative assessment is performed to determine whether a goodwill impairment exists at the reporting unit. As of December 31, 2023 the Company determined that its investment in BTA was fully impaired and recorded a loss of $1,271,306 in its Statement of Operations.   Income taxes – Deferred tax assets and liabilities are recognized for expected future consequences of events that have been included in the consolidated financial statements or tax returns. Under the asset and liability method, deferred income tax assets and liabilities are determined based on the differences between the financial reporting and tax bases of assets and liabilities and are measured using the currently enacted tax rates and laws. A valuation allowance is provided for the amount of deferred tax assets that, based on available evidence, are not expected to be realized. The provision for income taxes represents the tax payable for the period and the change during the period in deferred tax assets and liabilities.   When tax returns are filed, it is highly certain that some positions taken would be sustained upon examination by the taxing authorities, while others are subject to uncertainty about the merits of the position taken or the amount of the position that would be ultimately sustained. The benefit of a tax position is recognized in the consolidated financial statements in the period during which, based on all available evidence, management believes it is more likely than not that the position will be sustained upon examination, including the resolution of appeals or litigation processes, if any. Tax positions taken are not offset or aggregated with other positions. Tax positions that meet the more-likely-than-not recognition threshold are measured as the largest amount of tax benefit that is more than 50 percent likely of being realized upon settlement with the applicable taxing authority. The portion of the benefits associated with tax positions taken that exceeds the amount measured as described above is reflected as a liability for unrecognized tax benefits along with any associated interest and penalties that would be payable to the taxing authorities upon examination.   As of December 31, 2024, we had a net operating loss carryforward for federal income tax purposes of approximately $53,400,000 portions of which will begin to expire in 2037. Utilization of some of the federal and state net operating loss and credit carryforwards are subject to annual limitations due to the “change in ownership” provisions of the Internal Revenue Code of 1986 and similar state provisions. The annual limitations may result in the expiration of net operating losses and credits before utilization.   Fair value measurements – The Company recognizes and discloses the fair value of its assets and liabilities using a hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to valuations based upon unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to valuations based upon unobservable inputs that are significant to the valuation (Level 3 measurements). Each level of input has different levels of subjectivity and difficulty involved in determining fair value.     Level 1 Inputs are unadjusted, quoted prices for identical assets or liabilities in active markets at the measurable date.         Level 2 Inputs, other than quoted prices included in Level 1, which are observable for the asset or liability through corroboration with market data at the measurement date.         Level 3 Unobservable inputs that reflect 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.   Share-based compensation   In accordance with ASC No. 718, Compensation – Stock Compensation (“ASC 718”), the Company measures the compensation costs of share-based compensation arrangements based on the grant date fair value of granted instruments and recognizes the costs in the consolidated financial statements over the period during which employees are required to provide services. Share-based compensation arrangements include stock options.   Equity instruments (“instruments”) issued to non-employees are recorded on the basis of the fair value of the instruments, as required by ASC 718. ASC No. 505, Equity Based Payments to Non-Employees (“ASC 505”), defines the measurement date and recognition period for such instruments. In general, the measurement date is (a) when a performance commitment, as defined, is reached or (b) when the earlier of (i) the non-employee performance is complete and (ii) the instruments are vested. The compensation cost is remeasured at fair value at each reporting period when the award vests. As a result, stock option-based payments to non-employees can result in significant volatility in compensation expense.     The Company accounts for its share-based compensation using the Black-Scholes model to estimate the fair value of stock option awards. Using this model, fair value is calculated based on assumptions with respect to the (i) expected volatility of the Company’s common stock price, (ii) expected life of the award, which for options is the period of time over which employees and non-employees are expected to hold their options prior to exercise, and (iii) risk-free interest rate.   Net loss per common share – The Company reports earnings per share (“EPS”) with a dual presentation of basic EPS and diluted EPS. Basic EPS is computed as net income divided by the weighted average of common shares for the period. Diluted EPS reflects the potential dilution that could occur from common shares issued through stock options, or warrants. For the year ended December 31, 2024 and the year ended December 31, 2023, the Company had no potentially dilutive common stock equivalents. Therefore, the basic EPS and the diluted EPS are the same.   Marketing expense – Marketing expenses are charged to operations, under general and administrative expenses. The Company incurred $-0- of marketing expenses for the year ended December 31, 2024, compared to $26,869 for year ended December 31, 2023.   Reclassifications – Certain amounts in the prior period consolidated financial statements have been reclassified to conform to the current period presentation. Such reclassifications had no effect on the Company’s financial position, results of operations or cashflows.

v3.25.1

RECENT ACCOUNTING PRONOUNCEMENTS	12 Months Ended
	Dec. 31, 2024
Accounting Changes and Error Corrections [Abstract]
RECENT ACCOUNTING PRONOUNCEMENTS	NOTE 3 – RECENT ACCOUNTING PRONOUNCEMENTS   The Company has implemented all new accounting pronouncements that are in effect and that may impact its consolidated financial statements and does not believe that there are any other new pronouncements that have been issued that might have a material impact on its financial position or results of operations except as noted below:   On November 15, 2019, the FASB issued ASU 2019-10, which (1) provides a framework to stagger effective dates for future major accounting standards and (2) amends the effective dates for certain major new accounting standards to give implementation relief to certain types of entities. Specifically, ASU 2019-10 amends the effective date for ASU 2017-04 to fiscal years beginning after December 15, 2022, and interim periods therein.   Early adoption continues to be permitted for interim or annual goodwill impairment tests performed on testing dates after January 1, 2017. The Company does not anticipate the adoption of ASU 2017-04 will have a material impact on its consolidated financial statements for both annual and interim reporting periods.   In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740) which enhances and simplifies various aspects of the income tax accounting guidance, including requirements such as tax basis step-up in goodwill obtained in a transaction that is not a business combination, ownership changes in investments, and interim-period accounting for enacted changes in tax law. The amendment will be effective for public companies with fiscal years beginning after December 15, 2020.     In February 2020, the FASB issued ASU 2020-02, Financial Instruments-Credit Losses (Topic 326) and Leases (Topic 842) - Amendments to SEC Paragraphs Pursuant to SEC Staff Accounting Bulletin No. 119 and Update to SEC Section on Effective Date Related to Accounting Standards Update No. 2016-02, Leases (Topic 842) which amends the effective date of the original pronouncement for smaller reporting companies. ASU 2016-13 and its amendments will be effective for us for interim and annual periods in fiscal years beginning after December 15, 2022.   In August 2020, the FASB issued ASU 2020-06, Debt - Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging - Contracts in Entity’s Own Equity (Subtopic 815 - 40), (“ASU 2020-06”). ASU 2020-06 simplifies the accounting for certain financial instruments with characteristics of liabilities and equity, including convertible instruments and contracts on an entity’s own equity. The ASU 2020-06 amendments are effective for fiscal years beginning after December 15, 2023, and interim periods within those fiscal years.

v3.25.1

ACQUISITIONS AND AGREEMENTS	12 Months Ended
	Dec. 31, 2024
Business Combination, Asset Acquisition, and Joint Venture Formation [Abstract]
ACQUISITIONS AND AGREEMENTS	NOTE 4 – ACQUISITIONS AND AGREEMENTS   On April 8, 2021, the Company completed the acquisition of all of the issued and outstanding stock of BTA and BTA became a wholly owned subsidiary of the Company. At the closing the Company delivered to the sellers a total of $600,000 in cash, promissory notes in the total principal amount of $150,000 bearing 1% interest per annum, and an aggregate of 201,439 shares of Company common stock valued at $604,317 in accordance with the terms of the SPA. Additionally, the Company acquired $4,860 in cash at BTA.   As a result of the foregoing the Company initially recorded goodwill of $1,349,457. The Company conducted a valuation study on the acquisition of BTA. The final valuation report determined the amount goodwill to be $740,469 and the remaining $650,000 of the goodwill relates to amortizable intangibles amortized over a fifteen-year period, or approximately $54,166 per year.   During the twelve months ended December 31, 2024 and 2023 the Company recorded $-0- and $43,332, respectively, in amortization expense. During the year ended December 31, 2023 we wrote off all of the goodwill and intangible assets of BTA amounting $1,271,306. As of December 31, 2024 we had no goodwill or intangible assets on our balance sheet.   As a result of the operating results for BTA, the Company determined that its goodwill and intangible assets were fully impaired as of December 31, 2023 and recorded an impairment charge of $1,271,306 on it Statement of Operations   IDI Modification   Effective October 27, 2022, the “Company entered into an agreement with each of Bitmine Immersion Technologies, Inc. (“BIT”) and Innovative Digital Investors, LLC (“IDI”) that served to terminate or modify certain prior agreements entered into by the parties in February 2022.   Pursuant to an agreement with BIT, BIT repurchased from the Company all of the Bitcoin miners purchased by the Company from BIT in February 2022, and also purchased certain of the Bitcoin miners purchased by the Company from IDI in February 2022. As part of these transactions, the parties agreed that any remaining amounts due under the promissory note delivered by the Company to BIT in February 2022 in the original principal amount of $168,750 was cancelled and extinguished. BIT delivered cash consideration of $212,750 to the Company to pay the remainder of the consideration owed to the Company to repurchase the miners it delivered to the Company in February 2022 and to purchase certain miners IDI sold to the Company in February 2022.   In addition, pursuant to an agreement with IDI, IDI repurchased from the Company certain Bitcoin miners purchased by the Company from IDI in February 2022. The Company and IDI agreed that any remaining amounts due under the promissory note delivered by the Company to IDI in February 2022 in the original principal amount of $348,000 was cancelled and extinguished. IDI also agreed to sell and deliver 20 new Bitcoin miners to the Company. As part of the agreements and accommodations by the Company, IDI and BIT the parties terminated the hosting agreement between the Company, BIT and IDI entered into in February 2022.   As a result of these transactions the Company no longer owns any of the Bitcoin miners it acquired in February 2022 and each of the promissory notes delivered by the Company in February 2022 to BIT and IDI are satisfied and extinguished in full.

v3.25.1

RELATED PARTY TRANSACTIONS	12 Months Ended
	Dec. 31, 2024
Related Party Transactions [Abstract]
RELATED PARTY TRANSACTIONS	NOTE 5 – RELATED PARTY TRANSACTIONS   Effective September 5, 2024, the Company amended its Articles of Incorporation (the “Articles”), to amend and restate Sections 1 and 2 of Article 4 of the Articles to increase the number of authorized shares of the Company’s common stock (“Common Stock”) from 2,000,000,000 to 19,000,000,000 and create a new class of stock, par value $0.001 per share, designated as Series A Preferred Stock consisting of 10 authorized shares, as set forth in Certificate of Amendment to the Articles of Incorporation (the “Amendment”). Pursuant to the Amendment, Common Stock and Preferred Stock are identical in all respects, except that each share of Common Stock is entitled to one vote and each share of Preferred Stock is entitled to 950,000,000 votes. The shares are not convertible to common stock   On the same date the Company entered into a stock agreement (the “Stock Agreement”) with, the Company’s CEO Ronald Levy pursuant to which the Company issued a total of ten (10) shares of the Company’s Series A preferred stock (“Preferred Stock”) Mr. Levy also serves Interim Chief Financial Officer, Chief Operating Officer, Chairman of the Board, Secretary, and a member of the Board of Directors of the Company.   Although the shares are not convertible to common stock these Series A Preferred Shares enable Mr. Levy to exercise control over the Company, so the company used the equity methos to value the shares. The 10 Series A Preferred shares convertible shares can be converted into 9,500,000,000 voting shares. as of December 31, 2024 the Company had 3,032,746,878 shares outstanding. The company estimated that the voting shares could not exceed the number of shares outstanding and used that level of shares to value the common stock which was trading at $0.001 resulted in stock based compensation of $3,032,710 which was also equivalent to the market capitalization on that date,

v3.25.1

NOTE PAYABLE	12 Months Ended
	Dec. 31, 2024
Debt Disclosure [Abstract]
NOTE PAYABLE	NOTE 6 – NOTE PAYABLE   ● On June 10, 2020, the Company received a loan from the Small Business Administration of $12,100 (the “2020 SBA Loan”). The 2020 SBA Loan bears interest at 3.75% per annum and is payable over 30 years with all payments of principal and interest deferred for the first 12 months.   ● On February 2, 2021, the Company received a loan from the Small Business Administration of $18,265 (the “2021 SBA Loan”). The 2021 SBA Loan bears interest at 1% per annum and is payable over 5 years with all payments of principal and interest deferred for the first 10 months.   As of December 31, 2024 the total due on the SBA loans amounted to $12,625     ● On May 3, 2022, the Company borrowed funds pursuant to the terms of a Securities Purchase Agreement (the “May AJB SPA”) entered into with AJB, and issued a Promissory Note in the principal amount of $1,180,000 (the “May AJB Note”) to AJB in a private transaction for a purchase price of $900,000 (giving effect to a 10% original issue discount). In connection with the sale of the AJB Note, the Company also paid certain fees and due diligence costs of AJB and brokerage fees to J.H. Darbie & Co., a registered broker-dealer.   At the closing the Company repaid all obligations owed to AJB pursuant to a 10% promissory note in the principal amount of $750,000 issued in favor of AJB in January 2022 as generally described above. After the repayment of that promissory note, and after payment of the fees and costs, the $138,125 net proceeds from the issuance of the May AJB Note are expected to be utilized for working capital and other general corporate purposes.   The maturity date of the May ABJ Note is November 3, 2022, but it may be extended by the Company for six months with the interest rate to increase during the extension period. The May AJB Note bears interest at 10% per year, and principal and accrued interest is due on the maturity date. The Company may prepay the May AJB Note at any time without penalty. Under the terms of the May AJB Note, the Company may not sell a significant portion of its assets without the approval of AJB, may not issue additional debt that is not subordinate to AJB, must comply with the 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.     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 December 31, 2024 the principal balance on the Note was $1,180,000   ● On February 2, 2023, the Company borrowed funds pursuant to a SPA entered into with Fast Capital, LLC (“Fast Capital”), and Fast Capital purchased a 10% convertible promissory note (the “Fast Capital Note”) from the Company in the aggregate principal amount of $115,000. The Fast Capital Note has an original issue discount of $10,000, resulting in gross proceeds to the Company of $105,000. Pursuant to the SPA, the Company agreed to reimburse Fast Capital for certain fees in connection with entry into the SPA and the issuance of the Fast Capital Note. The SPA contains certain covenants and customary representations and warranties by the Company and Fast Capital typically contained in such documents.   The maturity date of the Fast Capital Note is January 30, 2024. The Fast Capital Note bears interest at a rate of 10% per annum, and a default interest of 24% per annum. Interest is payable in shares of Company common stock.   For the first six months, the Company has the right to prepay principal and accrued interest due under the Fast Capital Note at a premium of between 15% and 40% depending on when it is repaid. The Fast Capital Note may not be prepaid after the 180th day of its issuance.   Fast Capital has the right at any time after the six-month anniversary of the date of issuance of the Fast Capital Note to convert all or any part of the outstanding and unpaid principal amount of the Fast Capital Note into Company common stock, subject to a beneficial ownership limitation. The conversion price of the Fast Capital Note equals 60% of the lowest closing price of the 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 December 31, 2024, the balancing remaining under the Fast Capital Note is $8,784   ● On June 23, 2023, the Company borrowed funds pursuant to the terms of a Securities Purchase Agreement (the “AJB SPA”) entered into with AJB, and issued a Promissory Note in the principal amount of $550,000 (the “AJB June Note”) to AJB in a private transaction for a purchase price of $500,000 (giving effect to a 10% original issue discount). In connection with the sale of the AJB June Note, the Company also paid certain fees and due diligence costs to AJB’s management company and legal counsel. After payment of the fees and costs, the net proceeds to the Company were $487,500, which will be used for working capital and other general corporate purposes, provided that up to $200,000 may be drawn upon for potential acquisitions.   The maturity date of the AJB June Note is January 23, 2024. The AJB June Note bears interest at 12% per year, and principal and accrued interest is due on the maturity date. The Company may prepay the AJB June Note at any time without penalty. The AJB June Note contains standard and customary events of default, such as, among other restrictions and requirements, that the Company timely make payments under the AJB June Note; the Company may not sell a significant portion of its assets without the approval of AJB; the Company may not issue additional debt that is not subordinate to AJB; the Company must comply with the reporting requirements under the Securities Exchange Act of 1934; and the Company must maintain the listing of the Company’s common stock on the OTC Market or other exchange. The Company’s breach of any representation or warranty, or failure to comply with the covenants would constitute an event of default. Upon an event of default under the AJB SPA or AJB June Note, the AJB June Note will bear interest at 18%; AJB may immediately accelerate the AJB June Note due date; AJB may convert the amount outstanding under the AJB June Note into shares of Company common stock at a discount to the market price of the stock; and AJB will be entitled to its costs of collection, among other penalties and remedies.   As of December 31, 2024, the balancing remaining under the AJB June Note is $981,358.   ● On November 13, 2023, the Company borrowed funds pursuant to the terms of a Securities Purchase Agreement (the “Nov. SPA”) entered into with AJB, and issued a Promissory Note in the principal amount of $500,000 to AJB (the “Nov. Note”) in a private transaction for a purchase price of $425,000 (giving effect to an original issue discount). After payment of the fees and costs, the net proceeds to the Company were $405,000, which will be used for working capital and other general corporate purposes.   The maturity date of the Nov. Note is May 10, 2024. The Nov. Note bears interest at 12% per year, and principal and accrued interest is due on the maturity date. The Company may prepay the Nov. Note at any time without penalty. The 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 December 31, 2024, the balancing remaining under the AJB June Note is $176,668.   ● On January 30, 2024, the Company borrowed funds pursuant to the terms of a Securities Purchase Agreement (the “January 30, 2024 SPA”) entered into with AJB, and issued a Promissory Note in the principal amount of $50,000 to AJB (the “January 30, 2024 Note”) in a private transaction for a purchase price of $42,500 (giving effect to an original issue discount). After payment of the fees and costs, the net proceeds to the Company were $40,000, which will be used for working capital and other general corporate purposes.     The maturity date of the January 30, 2024 Note is July 30, 2024, 2024. The Nov. Note bears interest at 12% per year, and principal and accrued interest is due on the maturity date. The Company may prepay the Nov. Note at any time without penalty. The Company’s failure to make required payments under the Nov. Note or to comply with various covenants, among other matters, would constitute an event of default. Upon an event of default under the Nov. SPA or the Nov. Note, the Nov. Note will bear interest at 18%, AJB may immediately accelerate the Nov. Note due date, AJB may convert the amount outstanding under the Nov. Note into shares of Company common stock at a discount to the market price of the stock, and AJB will be entitled to its costs of collection, among other penalties and remedies.   As of December 31, 2024, the balancing remaining under the AJB June Note is $50,000.   All remaining principal balance remain unpaid as of December 31, 2024   ● On February 20, 2024, the Company borrowed funds pursuant to the terms of a Securities Purchase Agreement (the “February 20, 2024 SPA”) entered into with AJB, and issued a Promissory Note in the principal amount of $53,000 to AJB (the “February 20, 2024 Note”) in a private transaction for a purchase price of $45,050 (giving effect to an original issue discount). After payment of the fees and costs, the net proceeds to the Company were $40,050, which will be used for working capital and other general corporate purposes.   The maturity date of the February 20, 2024 Note is August 20, 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.   ● On February 29, 2024, the Company borrowed funds pursuant to the terms of a Securities Purchase Agreement (the “February 29, 2024 SPA”) entered into with AJB, and issued a Promissory Note in the principal amount of $159,000 to AJB (the “February 29, 2024 Note”) in a private transaction for a purchase price of $135,000 (giving effect to an original issue discount). After payment of the fees and costs, the net proceeds to the Company were $130,000, which will be used for working capital and other general corporate purposes.   The maturity date of the February 29, 2024 Note is August 29, 2024. The Nov. Note bears interest at 12% per year, and principal and accrued interest is due on the maturity date. The Company may 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.   ● On April 12, 2024, the Company borrowed funds pursuant to the terms of a Securities Purchase Agreement (the “April 12, 2024 SPA”) entered into with AJB, and issued a Promissory Note in the principal amount of $185,555 to AJB (the “April 12, 2024 Note”) in a private transaction for a purchase price of $108,000 (giving effect to an original issue discount). After payment of the fees and costs, the net proceeds to the Company were $45,000, which will be used for working capital and other general corporate purposes.   The maturity date of the April 12, 2024 Note is October 12, 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.   ● On May 31, 2024, the Company borrowed funds pursuant to the terms of a Securities Purchase Agreement (the “May 31, 2024 SPA”) entered into with AJB, and issued a Promissory Note in the principal amount of $68,000 to AJB (the “May 31, 2024 Note”) in a private transaction for a purchase price of $61,200 (giving effect to an original issue discount). After payment of the fees and costs, the net proceeds to the Company were $55,000, which will be used for working capital and other general corporate purposes.     The maturity date of the May 31, 2024 Note is December 1, 2024, 2024. The Nov. Note bears interest at 12% per year, and principal and accrued interest is due on the maturity date. The Company may prepay the Nov. Note at any time without penalty. The Company’s failure to make required payments under the Nov. Note or to comply with various covenants, among other matters, would constitute an event of default. Upon an event of default under the Nov. SPA or the Nov. Note, the Nov. Note will bear interest at 18%, AJB may immediately accelerate the Nov. Note due date, AJB may convert the amount outstanding under the Nov. Note into shares of Company common stock at a discount to the market price of the stock, and AJB will be entitled to its costs of collection, among other penalties and remedies.   ● On June 18, 2024, the Company borrowed funds pursuant to the terms of a Securities Purchase Agreement (the “June 18, 2024 SPA”) entered into with AJB, and issued a Promissory Note in the principal amount of $72,500 to AJB (the “June 18, 2024 Note”) in a private transaction for a purchase price of $58,000 (giving effect to an original issue discount). After payment of the fees and costs, the net proceeds to the Company were $18,000, which will be used for working capital and other general corporate purposes.   The maturity date of the June 18, 2024 Note is December 18, 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.   ● On July 15, 2024, the Company borrowed funds pursuant to the terms of a Securities Purchase Agreement (the “July 15, 2024 SPA”) entered into with AJB, and issued a Promissory Note in the principal amount of $59,000 to AJB (the “July 15, 2024 Note”) in a private transaction for a purchase price of $47,200 (giving effect to an original issue discount). After payment of the fees and costs, the net proceeds to the Company were $44,700, which will be used for working capital and other general corporate purposes.   The maturity date of the July 15, 2024 Note is January 15, 2025. 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.   ● On August 28, 2024, the Company borrowed funds pursuant to the terms of a Securities Purchase Agreement (the “August 28, 2024 SPA”) entered into with AJB, and issued a Promissory Note in the principal amount of $157,556 to AJB (the “August 28, 2024 Note”) in a private transaction for a purchase price of $108,000 (giving effect to an original issue discount). After payment of the fees and costs, the net proceeds to the Company were $98,000, which will be used for working capital and other general corporate purposes.   The maturity date of the August 28, 2024 Note is February 28, 2025. 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.   ● On November 1, 2024, the Company borrowed funds pursuant to the terms of a Securities Purchase Agreement (the “November 1, 2024 SPA”) entered into with AJB, and issued a Promissory Note in the principal amount of $48,600 to AJB (the “November 1, 2024 Note”) in a private transaction for a purchase price of $29,700 (giving effect to an original issue discount). After payment of the fees and costs, the net proceeds to the Company were $24,700, which will be used for working capital and other general corporate purposes.     The maturity date of the November 1, 2024 Note is May 1, 2025. 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.   ● On December 4, 2024, the Company borrowed funds pursuant to the terms of a Securities Purchase Agreement (the “December 4, 2024 SPA”) entered into with AJB, and issued a Promissory Note in the principal amount of $36,500 to AJB (the “December 4, 2024 Note”) in a private transaction for a purchase price of $32,850 (giving effect to an original issue discount). After payment of the fees and costs, the net proceeds to the Company were $27,850, which will be used for working capital and other general corporate purposes.   ● The maturity date of the December 4, 2024 Note is June 4, 2025. The Nov. Note bears interest at 12% per year, and principal and accrued interest is due on the maturity date. The Company may 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 December 31, 2024 the balance of all convertible notes outstanding was $2,805,253 with $630,075 in accrued interest.

v3.25.1

OTHER LIABILITIES	12 Months Ended
	Dec. 31, 2024
Other Liabilities Disclosure [Abstract]
OTHER LIABILITIES	NOTE 7 – OTHER LIABILITIES   During the year ended December 31, 2023 the Company initially recorded $207,938 in revenue that it could not document as revenue under the guidelines of ASC 606. As a result the Company reclassified this amount of cash received as Other Liabilities.

v3.25.1

EQUITY	12 Months Ended
	Dec. 31, 2024
Equity [Abstract]
EQUITY	NOTE 8 – EQUITY   Common stock   As of December 31, 2024 the Company had 19,000,000,000 shares of $0.001 common stock authorized. As of December 31, 2024 there were 3,032,746,878 and 565,709,873 shares of common stock outstanding, respectively.   Preferred A Stock   Effective September 5, 2024, the Company amended its Articles of Incorporation (the “Articles”), to amend and restate Sections 1 and 2 of Article 4 of the Articles to increase the number of authorized shares of the Company’s common stock (“Common Stock”) from 2,000,000,000 to 19,000,000,000 and create a new class of stock, par value $0.001 per share, designated as Series A Preferred Stock consisting of 10 authorized shares, as set forth in Certificate of Amendment to the Articles of Incorporation (the “Amendment”). Pursuant to the Amendment, Common Stock and Preferred Stock are identical in all respects, except that each share of Common Stock is entitled to one vote and each share of Preferred Stock is entitled to 950,000,000 votes. The shares are not convertible to common stock   On the same date the Company entered into a stock agreement (the “Stock Agreement”) with, the Company’s CEO Ronald Levy pursuant to which the Company issued a total of ten (10) shares of the Company’s Series A preferred stock (“Preferred Stock”) Mr. Levy also serves Interim Chief Financial Officer, Chief Operating Officer, Chairman of the Board, Secretary, and a member of the Board of Directors of the Company.     Although the shares are not convertible to common stock these Series A Preferred Shares enable Mr. Levy to exercise control over the Company, so the company used the equity methos to value the shares. The 10 Series A Preferred shares convertible shares can be converted into 9,500,000,000 voting shares. as of December 31, 2024 the Company had 3,032,746,878 shares outstanding. The company estimated that the voting shares could not exceed the number of shares outstanding and used that level of shares to value the common stock which was trading at $0.001 resulted in stock based compensation of $3,032,710 which was also equivalent to the market capitalization on that date,   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 10 years and may be subject to vesting conditions, as determined by the Administrator. Options granted generally vest over eighteen to thirty-six months. Incentive stock options may be granted only to employees of the Company or any subsidiary that is a “subsidiary corporation” within the meaning of Section 424(f) of the Internal Revenue Code.   During the year ended December 31, 2020, the Company issued 500,000 stock options to members of its board of directors, 1,250,000 stock options to employees, and 170,000 stock options to non-employees. No stock options were issued in 2024.   5,000,000 shares of the Company’s common stock are reserved for issuance under the Plan. As of December 31, 2024, there are outstanding stock option awards issued from the Plan covering a total of 2,281,349 shares of the Company’s common stock and there remain reserved for future awards 2,718,651 shares of the Company’s common stock.   SCHEDULE OF STOCK OPTIONS ACTIVITY           Weighted                   Average             Weighted     Remaining             Average     Contractual       Number     Exercise     Term       of Shares     Price     (years)                       Options outstanding, at December 31, 2022     2,281,349     $ 2.26           Options granted     -                   Options cancelled     -                   Options exercised     -                   Options outstanding, at December 31, 2023     2,281,349     $ 2.26       2.25   Options granted     -                   Options cancelled     -                   Options exercised     -                   Options vested and outstanding, at December 31, 2024     2,281,349     $ 2.26       1.25     The Company recognized $-0- and $-0- of compensation expense related to stock options for the years ended December 31, 2024 and 2023, respectively. As of December 31, 2024 these options had no intrinsic value since they were all out of the money as of December 31, 2024.   The determination of the fair value of share-based compensation awards utilizing the Black-Scholes model is affected by the Company’s stock price and a number of complex and subjective assumptions, including stock price, volatility, expected life of the equity award, forfeitures rates if any, risk-free interest rates and expected dividends. Volatility is based on the historical volatility of comparable companies measured over the most recent period, generally commensurate with the expected life of the Company’s stock options, adjusted for future expectations given the Company’s limited historical share price data.   The risk-free rate is based on implied yields in effect at the time of the grant on U.S. Treasury zero-coupon bonds with remaining terms equal to the expected term of the stock options. The expected dividend is based on the Company’s history and expectation of dividend pay-outs. Forfeitures are recognized when they occur. During the years ended December 31, 2024 and 2023, the Company recorded $4,383,005 and $6,761 in share based compensation to its employees.   Warrants   As of December 31, 2024 the following warrants were outstanding  SCHEDULE OF OUTSTANDING WARRANTS TO PURCHASE SHARES OF COMMON STOCK Issuance Date   Exercisable for   Expiration Date   Exercise Price     Number of Shares Outstanding Under Warrants   February 2020   Common Shares   February 6, 2030   $ 0.01       10,000   February 2020   Common Shares   February 12, 2030   $ 0.01       2,500   February 2020   Common Shares   February 19, 2030   $ 0.01       10,000   April 2020   Common Shares   April 20, 2030   $ 0.01       22,500   June 2020   Common Shares   June 9, 2030   $ 0.01       5,000   March 2021   Common Shares   February 28, 2026   $ 0.50       362,500   January 2022   Common Shares   January 12, 2025   $ 5.25       500,000   February 2022   Common Shares   February 24, 2025   $ 5.25       200,000   April 2022   Common Shares   April 7, 2025   $ 5.25       146,667   May 2022   Common Stock   May 3, 2025   $ 5.25       750,000   March 2023   Common Stock   March 8, 2028   $ 0.00001       474,780   March 2023   Common Stock   March 13, 2028   $ 0.00001       7,000,000   April 2023   Common Stock   April 14. 2028   $ 0.00001       1,000,000   May 2023   Common Stock   May 12, 2028   $ 0.00001       30,000,000   June 2023   Common Stock   June 23, 2028   $ 0.00001       1,500,000   November 2023   Common Stock   November 13, 2028   $ 0.00001       10,000,000   April 2024   Common Stock   April 12, 2029   $ 0.00001       5,000,000   May 2024   Common Stock   May 31, 2029   $ 0.00001       5,000,000

v3.25.1

COMMITMENTS AND CONTINGENCIES	12 Months Ended
	Dec. 31, 2024
Commitments and Contingencies Disclosure [Abstract]
COMMITMENTS AND CONTINGENCIES	NOTE 9 - COMMITMENTS AND CONTINGENCIES   Legal Contingencies   The Company may from time to time become subject to legal proceedings, claims, and litigation arising in the ordinary course of business.   Indemnities and guarantees - During the normal course of business, the Company has made certain indemnities and guarantees under which it may be required to make payments in relation to certain transactions. These indemnities include certain agreements with the Company’s officers and directors, under which the Company may be required to indemnify such persons for liabilities arising out of their respective relationships. In connection with its facility lease, the Company has indemnified the lessor for certain claims arising from the use of the facility. The duration of these indemnities and guarantees varies and, in certain cases, is indefinite. The majority of these indemnities and guarantees do not provide for any limitation of the maximum potential future payments the Company could be obligated to make. Historically, the Company has not been obligated to make significant payments for these obligations, and no liabilities have been recorded for these indemnities and guarantees in the accompanying balance sheet.

v3.25.1

QUARTERLY RESTATEMENTS FOR 2024	12 Months Ended
	Dec. 31, 2024
Quarterly Financial Information Disclosure [Abstract]
QUARTERLY RESTATEMENTS FOR 2024	NOTE 10 – QUARTERLY RESTATEMENTS FOR 2024   As a result of the adjustments reflected in the Company’s Form 10-K/A filing for December 31, 2023 filed on June 2, 2025 and due to certain year end adjustment for calendar 2024, the Company’s previously filed quarterly financial statements have been restated. The restatements adjustment had no impact on 2024 ending quarterly cash balances. The impact on the Company’s quarterly balance sheets and income statements for each quarter of 2024 is reflected below: SCHEDULE OF QUARTERLY BALANCE SHEETS AND INCOME STATEMENTS  BALANCE SHEETS     As Filed     Adjustments       Restated     As Filed     Adjustments       Restated     As Filed     Adjustments       Restated       March 31, 2024               March 31, 2024     June 30, 2024               June 30, 2024     September 2024               September 2024     As Filed     Adjustments       Restated     As Filed     Adjustments       Restated     As Filed     Adjustments       Restated   ASSETS                                                                                     Current assets:                                                                                     Cash and cash equivalents   $ 21,887             $ 21,887     $ 31,386             $ 31,386     $ 6,662             $ 6,662   Prepaid expenses     21,222                   21,222       12,127                   12,127       3,032                   3,032   Total current assets     43,109                   43,109       43,513                   43,513       9,694                   9,694   Goodwill     740,469       (740,469 )   (a)     -       740,469       (740,469 )   (a)     -       746,368       (746,368 )   (a)     -   Intangible assets     520,004       (520,004 )   (a)     -       509,171       (509,171 )   (a)     -       509,171       (509,171 )   (a)     -   Total assets   $ 1,303,582       (1,260,473 )       $ 43,109     $ 1,293,153       (1,249,640 )       $ 43,513     $ 1,265,233       (1,255,539 )       $ 9,694                                                                                         LIABILITIES AND STOCKHOLDERS’ DEFICIT                                                                                     Current liabilities:                                                                                     Accounts payable and accrued expenses   $ 2,953,990                 $ 2,953,990     $ 3,104,926                 $ 3,104,926     $ 3,303,247                 $ 3,303,247   Notes, payable, net     2,430,530                   2,430,530       2,697,085                   2,697,085       2,608,735                   2,608,735   Convertible notes     125,000                   125,000       125,000                   125,000       125,000                   125,000   Total current liabilities     5,509,520                   5,509,520       5,927,011                   5,927,011       6,036,982                   6,036,982   Other liabilities     -       207,938     (c)     207,938       -       207,938     (c)     207,938       -       207,938     (c)     207,938   Notes payable other     13,156                   13,156       12,979                   12,979       12,802                   12,802   Total liabilities     5,522,676       207,938           5,730,614       5,939,990       207,938           6,147,928       6,049,784       207,938           6,257,722                             -                           -                           -   Convertible Notes                         -                           -                           -                                                                                         Stockholders’ Deficit:                                                                                     Common stock     1,071,111                   1,071,111       1,981,881                   1,981,881       2,312,971                   2,312,971   Additional paid in capital     40,259,135       -           40,259,135       40,609,865       -           40,609,865       40,642,224       3,032,710     (b)     43,674,934   Accumulated deficit     (45,549,340 )     (1,468,411 )   (a)(c)     (47,017,751 )     (47,238,583 )     (1,457,578 )   (a)(c)     (48,696,161 )     (47,739,745 )     (4,496,187 )   (a)(b)(c)     (52,235,932 ) Total stockholders’ deficit     (4,219,094 )     (1,468,411 )         (5,687,505 )     (4,646,837 )     (1,457,578 )         (6,104,415 )     (4,784,550 )     (1,463,477 )         (6,248,027 ) Total liabilities and deficit   $ 1,303,582     $ (1,260,473 )       $ 43,109     $ 1,293,153     $ (1,249,640 )       $ 43,513     $ 1,265,234     $ (1,255,539 )       $ 9,694       STATEMENTS OF OPERATIONS       As filed     Adjustments       As restated     As filed     Adjustments       As restated     As filed     Adjustments       As restated       Three months ended March 31, 2024               Three months ended March 31, 2024     Three months ended June 30, 2024               Three months ended June 30, 2024     Three months ended September 30, 2024               Three months ended September 30, 2024       As filed     Adjustments       As restated     As filed     Adjustments       As restated     As filed     Adjustments       As restated                                                                       Services   $ 15,806             $ 15,806     $ 9,841               $ 9,841     $ 10,299             $ 10,299   Cost of services     1,525                   1,525       7,733                   7,733       7,361                   7,361   Gross profit     14,281                   14,281       2,107                   2,107       2,938                   2,938   Operating expenses:                                                                                     General and administrative expenses     442,831                   442,831       243,823                   243,823       309,364                   309,364   Amortization     10,833       (10,833 )   (a)     -       10,833       (10,833 )   (a)     -       -       -           -   Stock based compensation     463,198       -           463,198       439,487       -           439,487       (281,088 )     3,032,710     (b)     2,751,622   Total operating expenses     916,862       (10,833 )         906,029       694,143       (10,833 )         683,310       28,276       3,032,710           3,060,986   Loss from operations     (902,581 )     10,833           (891,748 )     (692,036 )     10,833           (681,203 )     (25,338 )     (3,032,710 )         (3,058,048 ) Other income (expense)                         -                           -                           -   Interest (expense)     (200,157 )                 (200,157 )     (193,192 )                 (193,192 )     (76,807 )                 (76,807 ) Loss before provision of income taxes     (1,102,738 )     10,833           (1,091,905 )     (885,228 )     10,833           (874,395 )     (102,145 )     (3,032,710 )         (3,134,855 ) Provision for income taxes (benefit)     -                           -                           -                       Net loss   $ (1,102,738 )     10,833         $ (1,091,905 )   $ (885,228 )     10,833         $ (874,395 )   $ (102,145 )     (3,032,710 )       $ (3,134,855 )                                                                                       Net loss per share   $ (0.00 )               $ (0.00 )   $ (0.00 )               $ (0.00 )   $ (0.00 )               $ (0.00 ) Weighted average shares basic and dilutes     902,542,121                   902,542,121       1,981,881,172                   1,981,881,172       2,007,990,481                   2,007,990,481     Adjustments   (a) To reflect the write-off of the goodwill and intangible assets of BTA which was written off pursuant to the Company’s June 2, 2024 10-K/A filing for the year ended December 31, 2023     (b) To reflect the value of voting preferred stock of $3,302,710 granted to the Company’s CEO     (c) To record the reclassification of $207,938 initially recorded as revenue in 2023 that was reclassified to other liabilities due the Company’s inability to support revenue recognition under the guidelines of ASC 606

v3.25.1

SUBSEQUENT EVENTS	12 Months Ended
	Dec. 31, 2024
Subsequent Events [Abstract]
SUBSEQUENT EVENTS	NOTE 11 - SUBSEQUENT EVENTS   On January 10, 2025, the Company and AJB Capital Investments LLC entered into a Second Amendment dated as of January 8, 2025 (“Second Amendment”), to that certain Promissory Note dated as of November 7, 2024 (“Promissory Note”). The First Amendment to the Promissory Note dated as of November 18, 2024 (“First Amendment”), amended the Promissory Note to increase the principal amount of the Promissory Note from $33,000 to $48,600. The Second Amendment to the Promissory Note amends the Promissory Note, as amended by the First Amendment, to increase the principal amount of the Promissory Note from $48,600 to $81,934, provided, however, that the $33,334 of additional principal carries an original issue discount of $3,334 withheld from the Company to cover monitoring costs associated with the Promissory Note.   On January 23, 2025 (the “Effective Date”), the Company entered into a consulting agreement (the “Consulting Agreement”) with YWRC Holdings, Inc. (the “Consultant”). The Consulting Agreement has an initial term of six months, commencing on the Effective Date. The Consultant received a one-time engagement fee on the Effective Date and is eligible to receive a monthly fee for its services during the term of the Consulting Agreement in accordance with the terms and conditions of the Consulting Agreement, totaling up to a cumulative $1,015. In addition, the Consultant will receive an award of 4.99% of the Company’s common stock, par value $0.001 per share (the “Common Stock”), subject to the Consultant’s continued compliance with the terms of the Consulting Agreement; provided, Consultant will be eligible to receive an additional equity award at the 12-month anniversary of the Effective Date to ensure that Consultant hold as total equity interest equal to 4.99% of the fully diluted outstanding shares of the Company. Consultant shall not sell, transfer, or otherwise dispose of more than 5% of the total trading volume of the Company Common Stock, as traded on the applicable stock exchange or market, during any calendar month, calculated based on the total trading volume during the previous calendar month. The Company may terminate the Consulting Agreement at any time with at least 30 days’ prior written notice. The Consultant will be an independent contractor of the Company, and as such, the Consultant is not entitled to participate in any Company employee benefit plans.     On January 27, 2025, the Company and AJB Capital Investments LLC entered into a Second Amendment dated as of October 10, 2024 (“Second Amendment”), to that certain Promissory Note dated as of August 28, 2024 (“Promissory Note”). The First Amendment to the Promissory Note dated as of October 1, 2024 (“First Amendment”), amends the Promissory Note, to increase the principal amount of the Promissory Note from $120,000 to $142,000. The Second Amendment to the Promissory Note amends the Promissory Note, as amended by the First Amendment, to increase the principal amount of the Promissory Note from $142,000 to $157,556, provided, however, that the $15,556 of additional principal carries an original issue discount of $1,556 withheld from the Company to cover monitoring costs associated with the Promissory Note.   On January 27, 2025 (the “Advance Date”), the Company entered into a Promissory Note with Ronald Levy, the Company’s, Chief Executive Officer, Chief Operating Officer and Secretary, to obtain an advance in the amount of $15,000 (the “Loan”) for the aforementioned Consultant engagement fee. The Loan bears interest at the rate of 5% per annum, with a maturity date four months from the Advance Date.   On February 11, 2025, the Company and AJB Capital Investments LLC entered into a Third Amendment dated as of February 6, 2025 (“Third Amendment”) to that certain Promissory Note dated as of August 28, 2024 (“Promissory Note”). The First Amendment to the Promissory Note dated as of October 1, 2024 (“First Amendment”), amends the Promissory Note, to increase the principal amount of the Promissory Note from $120,000 to $142,000. The Second Amendment to the Promissory Note amends the Promissory Note, as amended by the First Amendment, to increase the principal amount of the Promissory Note from $142,000 to $157,556. The Third Amendment to the Promissory Note amends the Promissory Note, as amended by the First and Second Amendments, to increase the principal amount of the Promissory Note from $157,556 to $222,890, provided, however, that the $65,334 of additional principal carries an original issue discount of $6,534 withheld from the Company to cover monitoring costs associated with the Promissory Note and $3,500 withheld from the Company to cover due diligence and legal costs in connection with the Third Amendment.   The Company and AJB Capital Investments LLC entered into a Fourth Amendment dated as of March 10, 2025 (“Fourth Amendment”) to that certain Promissory Note dated as of August 28, 2024 (“Promissory Note”). The First Amendment to the Promissory Note dated as of October 1, 2024 (“First Amendment”), amends the Promissory Note, to increase the principal amount of the Promissory Note from $120,000 to $142,000. The Second Amendment to the Promissory Note amends the Promissory Note, as amended by the First Amendment, to increase the principal amount of the Promissory Note from $142,000 to $157,556. The Third Amendment to the Promissory Note amends the Promissory Note, as amended by the First and Second Amendments, to increase the principal amount of the Promissory Note from $157,556 to $222,890. The Fourth Amendment to the Promissory Note amends the Promissory Note, as amended by the First, Second, and Third Amendments, to increase the principal amount of the Promissory Note from $22,890 to $252,890, provided, however, that the $30,000 of additional principal carries an original issue discount of $3,000 withheld from the Company to cover monitoring costs associated with the Promissory Note and $2,000 withheld from the Company to cover due diligence and legal costs in connection with the Fourth Amendment.     The Company and AJB Capital Investments LLC entered into a Fifth Amendment executed on May 13, 2025 (“Fifth Amendment”) to that certain Promissory Note dated as of August 28, 2024 (“Promissory Note”). The First Amendment to the Promissory Note dated as of October 1, 2024 (“First Amendment”), amends the Promissory Note, to increase the principal amount of the Promissory Note from $120,000 to $142,000. The Second Amendment to the Promissory Note amends the Promissory Note, as amended by the First Amendment, to increase the principal amount of the Promissory Note from $142,000 to $157,556. The Third Amendment to the Promissory Note amends the Promissory Note, as amended by the First and Second Amendments, to increase the principal amount of the Promissory Note from $157,556 to $222,890. The Fourth Amendment to the Promissory Note amends the Promissory Note, as amended by the First, Second, and Third Amendments, to increase the principal amount of the Promissory Note from $22,890 to $252,890. The Fifth Amendment to the Promissory Note amends the Promissory Note, as amended by the First, Second, Third, and Fourth Amendments, to increase the principal amount of the Promissory Note from $252,890 to $325,113, provided, however, that the $72,223 of additional principal carries an original issue discount of $7,223 withheld from the Company to cover monitoring costs associated with the Promissory Note and $4,000 withheld from the Company to cover due diligence and legal costs in connection with the Fifth Amendment. In exchange for the additional principal, the Company issued AJB Capital Investments LLC a pre-funded warrant to purchase up to 25,000,000 shares of Common Stock of the Company for a nominal exercise price of $0.00001 per warrant share (“Pre-Funded Warrant”). The Warrant includes various covenants of the Company for the benefit of the Warrant holder such as a beneficial ownership limitation on the holder that, in certain circumstances, may serve to restrict the holder’s right to exercise the Warrant.   The offer and sale of the Promissory Note and Pre-Funded Warrant was made in a private transaction exempt from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”), in reliance on exemptions afforded by Section 4(a)(2) of the Securities Act and Rule 506(b) of Regulation D promulgated thereunder.

v3.25.1

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)	12 Months Ended
	Dec. 31, 2024
Accounting Policies [Abstract]
Going Concern	Going Concern   The Company’s consolidated financial statements are prepared using the accrual method of accounting in accordance with United States (“U.S.”) generally accepted accounting principles (“GAAP”) and have been prepared on a going concern basis, which contemplates the realization of assets and the settlement of liabilities in the normal course of business. The Company has incurred significant losses and experienced negative cash flows since inception. As of December 31, 2024, the Company had cash of $1,763. In addition, the Company’s net loss was $6,643,709 for the year ended December 31, 2024 and the Company’s had a working capital deficit of $6,685,767. As of December 31, 2024 the accumulated deficit amounted to $53,406,461. As a result of the Company’s history of losses and financial condition, there is substantial doubt about the ability of the Company to continue as a going concern.   The ability to continue as a going concern is dependent upon the Company generating profitable operations in the future and/or obtaining the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they come due. Management is evaluating different strategies to obtain financing to fund the Company’s expenses and achieve a level of revenue adequate to support the Company’s current cost structure. Financing strategies may include, but are not limited to, private placements of capital stock, debt borrowings, partnerships and/or collaborations. There can be no assurance that any of these future-funding efforts will be successful. The consolidated financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might result from the outcome of this uncertainty.
Basis of presentation	Basis of presentation – The company prepares its consolidated financial statements based upon the accrual method of accounting, recognizing income when earned and expenses when incurred.
Consolidation	Consolidation – The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries, Blockchain Training Alliance and CoinTracking LLC which is inactive. All significant intercompany accounts and transactions are eliminated in consolidation.
Use of estimates	Use of estimates – The preparation of these consolidated financial statements in conformity with US GAAP requires management to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues, and expenses and the related disclosure of contingent assets and liabilities. The Company bases its estimates on historical experience and on various other assumptions that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. The Company’s significant estimates and assumptions include but are not limited to the recoverability and useful lives of long-lived assets, allocation of revenue on software subscriptions, valuation of goodwill from business acquisitions, valuation and recoverability of investments, valuation allowances of deferred taxes, and share- based compensation expenses. Actual results may differ from these estimates. In addition, any change in these estimates or their related assumptions could have an adverse effect on the Company’s operating results.
Cash and cash equivalents	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 in cryptocurrency – Investments are comprised of several cryptocurrencies the Company owns, of which a majority is Bitcoin, that are actively traded on exchanges. The Company records its investments as indefinite-lived intangible assets at cost less impairment and are reported as long-term assets in the consolidated balance sheets. An intangible asset with an indefinite useful life is not amortized but assessed for impairment annually, or more frequently, when events or changes in circumstances occur indicating that it is more likely than not that the indefinite-lived asset is impaired. Impairment exists when the carrying amount exceeds its fair value. In testing for impairment, the Company has the option to first perform a qualitative assessment to determine whether it is more likely than not that an impairment exists. If it is determined that it is not more likely than not that an impairment exists, a quantitative impairment test is not necessary. If the Company concludes otherwise, it is required to perform a quantitative impairment test. To the extent an impairment loss is recognized, the loss establishes the new cost basis of the asset. Subsequent reversal of impairment losses is not permitted.   Realized gains and losses on sales of investments in cryptocurrency, and impairment losses, are included in other income/(expense) in the Consolidated Statements of Operations.   As of December 31, 2024 and 2023 there were $-0- in investments in cryptocurrency on the Company’s Balance Sheet.
Equipment	Equipment – Equipment is recorded at cost and depreciated using the straight-line method over the estimated useful life ranging from 3 three to five years. Normal repairs and maintenance are expensed as incurred. Expenditures that materially adapt, improve, or alter the nature of the underlying assets are capitalized. When equipment is retired or otherwise disposed of, the cost and related accumulated depreciation are removed from the accounts, and the resulting gain or loss is credited or charged to income.
Business combination	Business combination – The purchase price of an acquired company is allocated between tangible and intangible assets acquired and liabilities assumed from the acquired business based on their estimated fair values with the residual of the purchase price recorded as goodwill. The results of operations of acquired businesses are included in our operating results from the dates of acquisition.
Goodwill and intangible assets	Goodwill and intangible assets – The Company records the excess of purchase price over the fair value of the tangible and identifiable intangible assets acquired as goodwill. Intangible assets resulting from the acquisitions of entities accounted for using the purchase method of accounting are recorded at the estimated fair value of the assets acquired. Identifiable intangible assets are comprised of purchased customer relationships, trade names, and developed technologies. Intangible assets subject to amortization are amortized over the period of estimated economic benefit of five years. In accordance with ASC 350, Intangibles – Goodwill and Other (“ASC 350”), goodwill and other intangible assets with indefinite lives are not amortized but tested annually, on December 31, or more frequently if the Company believes indicators of impairment exist. Indefinite lived intangible assets also include investments in cryptocurrency (see Investments in Cryptocurrency).     The Company assesses whether goodwill impairment and indefinite lived intangible assets exists using both qualitative and quantitative assessments. The qualitative assessment involves determining whether events or circumstances exist that indicate it is more likely than not that the fair value of a reporting unit is less than its carrying amount, including goodwill. If based on this qualitative assessment the Company determines it is more likely than not that the fair value of a reporting unit is less than its carrying amount, or if the Company elects not to perform a qualitative assessment, a quantitative assessment is performed to determine whether a goodwill impairment exists at the reporting unit. As of December 31, 2023 the Company determined that its investment in BTA was fully impaired and recorded a loss of $1,271,306 in its Statement of Operations.
Income taxes	Income taxes – Deferred tax assets and liabilities are recognized for expected future consequences of events that have been included in the consolidated financial statements or tax returns. Under the asset and liability method, deferred income tax assets and liabilities are determined based on the differences between the financial reporting and tax bases of assets and liabilities and are measured using the currently enacted tax rates and laws. A valuation allowance is provided for the amount of deferred tax assets that, based on available evidence, are not expected to be realized. The provision for income taxes represents the tax payable for the period and the change during the period in deferred tax assets and liabilities.   When tax returns are filed, it is highly certain that some positions taken would be sustained upon examination by the taxing authorities, while others are subject to uncertainty about the merits of the position taken or the amount of the position that would be ultimately sustained. The benefit of a tax position is recognized in the consolidated financial statements in the period during which, based on all available evidence, management believes it is more likely than not that the position will be sustained upon examination, including the resolution of appeals or litigation processes, if any. Tax positions taken are not offset or aggregated with other positions. Tax positions that meet the more-likely-than-not recognition threshold are measured as the largest amount of tax benefit that is more than 50 percent likely of being realized upon settlement with the applicable taxing authority. The portion of the benefits associated with tax positions taken that exceeds the amount measured as described above is reflected as a liability for unrecognized tax benefits along with any associated interest and penalties that would be payable to the taxing authorities upon examination.   As of December 31, 2024, we had a net operating loss carryforward for federal income tax purposes of approximately $53,400,000 portions of which will begin to expire in 2037. Utilization of some of the federal and state net operating loss and credit carryforwards are subject to annual limitations due to the “change in ownership” provisions of the Internal Revenue Code of 1986 and similar state provisions. The annual limitations may result in the expiration of net operating losses and credits before utilization.
Fair value measurements	Fair value measurements – The Company recognizes and discloses the fair value of its assets and liabilities using a hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to valuations based upon unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to valuations based upon unobservable inputs that are significant to the valuation (Level 3 measurements). Each level of input has different levels of subjectivity and difficulty involved in determining fair value.     Level 1 Inputs are unadjusted, quoted prices for identical assets or liabilities in active markets at the measurable date.         Level 2 Inputs, other than quoted prices included in Level 1, which are observable for the asset or liability through corroboration with market data at the measurement date.         Level 3 Unobservable inputs that reflect management’s best estimate of what participants would use in pricing the asset or liability at the measurement date.     The carrying amounts of the Company’s financial assets and liabilities, including cash, accounts payable and accrued expenses approximate fair value because of the short maturity of these instruments.
Revenue recognition	Revenue recognition – The Company recognizes revenue under ASC 606, Revenue from Contracts with Customers (“ASC 606”). The core principle of the new revenue standard is that a company should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the company expects to be entitled in exchange for those goods or services. The following five steps are applied to achieve that core principle:     ● Step 1: Identify the contract with the customer   ● Step 2: Identify the performance obligations in the contract   ● Step 3: Determine the transaction price   ● Step 4: Allocate the transaction price to the performance obligations in the contract   ● Step 5: Recognize revenue when the Company satisfies a performance obligation   In order to identify the performance obligations in a contract with a customer, a company must assess the promised goods or services in the contract and identify each promised good or service that is distinct. A performance obligation meets ASC 606’s definition of a “distinct” good or service (or bundle of goods or services) if both of the following criteria are met: The customer can benefit from the good or service either on its own or together with other resources that are readily available to the customer (i.e., the good or service is capable of being distinct), and the entity’s promise to transfer the good or service to the customer is separately identifiable from other promises in the contract (i.e., the promise to transfer the good or service is distinct within the context of the contract).   If a good or service is not distinct, the good or service is combined with other promised goods or services until a bundle of goods or services is identified that is distinct.   The transaction price is the amount of consideration to which an entity expects to be entitled in exchange for transferring promised goods or services to a customer. The consideration promised in a contract with a customer may include fixed amounts, variable amounts, or both. When determining the transaction price, an entity must consider the effects of all of the following:   Variable consideration is included in the transaction price only to the extent that it is probable that a significant reversal in the amount of cumulative revenue recognized will not occur when the uncertainty associated with the variable consideration is subsequently resolved. The transaction price is allocated to each performance obligation on a relative standalone selling price basis. The transaction price allocated to each performance obligation is recognized when that performance obligation is satisfied, at a point in time or over time as appropriate.   The Company adopted ASC 606 as of January 1, 2018 using the modified retrospective transition method for contracts as of the date of initial application.
Share-based compensation	Share-based compensation   In accordance with ASC No. 718, Compensation – Stock Compensation (“ASC 718”), the Company measures the compensation costs of share-based compensation arrangements based on the grant date fair value of granted instruments and recognizes the costs in the consolidated financial statements over the period during which employees are required to provide services. Share-based compensation arrangements include stock options.   Equity instruments (“instruments”) issued to non-employees are recorded on the basis of the fair value of the instruments, as required by ASC 718. ASC No. 505, Equity Based Payments to Non-Employees (“ASC 505”), defines the measurement date and recognition period for such instruments. In general, the measurement date is (a) when a performance commitment, as defined, is reached or (b) when the earlier of (i) the non-employee performance is complete and (ii) the instruments are vested. The compensation cost is remeasured at fair value at each reporting period when the award vests. As a result, stock option-based payments to non-employees can result in significant volatility in compensation expense.     The Company accounts for its share-based compensation using the Black-Scholes model to estimate the fair value of stock option awards. Using this model, fair value is calculated based on assumptions with respect to the (i) expected volatility of the Company’s common stock price, (ii) expected life of the award, which for options is the period of time over which employees and non-employees are expected to hold their options prior to exercise, and (iii) risk-free interest rate.
Net loss per common share	Net loss per common share – The Company reports earnings per share (“EPS”) with a dual presentation of basic EPS and diluted EPS. Basic EPS is computed as net income divided by the weighted average of common shares for the period. Diluted EPS reflects the potential dilution that could occur from common shares issued through stock options, or warrants. For the year ended December 31, 2024 and the year ended December 31, 2023, the Company had no potentially dilutive common stock equivalents. Therefore, the basic EPS and the diluted EPS are the same.
Marketing expense	Marketing expense – Marketing expenses are charged to operations, under general and administrative expenses. The Company incurred $-0- of marketing expenses for the year ended December 31, 2024, compared to $26,869 for year ended December 31, 2023.
Reclassifications	Reclassifications – Certain amounts in the prior period consolidated financial statements have been reclassified to conform to the current period presentation. Such reclassifications had no effect on the Company’s financial position, results of operations or cashflows.

v3.25.1

EQUITY (Tables)	12 Months Ended
	Dec. 31, 2024
Equity [Abstract]
SCHEDULE OF STOCK OPTIONS ACTIVITY	SCHEDULE OF STOCK OPTIONS ACTIVITY           Weighted                   Average             Weighted     Remaining             Average     Contractual       Number     Exercise     Term       of Shares     Price     (years)                       Options outstanding, at December 31, 2022     2,281,349     $ 2.26           Options granted     -                   Options cancelled     -                   Options exercised     -                   Options outstanding, at December 31, 2023     2,281,349     $ 2.26       2.25   Options granted     -                   Options cancelled     -                   Options exercised     -                   Options vested and outstanding, at December 31, 2024     2,281,349     $ 2.26       1.25
SCHEDULE OF OUTSTANDING WARRANTS TO PURCHASE SHARES OF COMMON STOCK	As of December 31, 2024 the following warrants were outstanding  SCHEDULE OF OUTSTANDING WARRANTS TO PURCHASE SHARES OF COMMON STOCK Issuance Date   Exercisable for   Expiration Date   Exercise Price     Number of Shares Outstanding Under Warrants   February 2020   Common Shares   February 6, 2030   $ 0.01       10,000   February 2020   Common Shares   February 12, 2030   $ 0.01       2,500   February 2020   Common Shares   February 19, 2030   $ 0.01       10,000   April 2020   Common Shares   April 20, 2030   $ 0.01       22,500   June 2020   Common Shares   June 9, 2030   $ 0.01       5,000   March 2021   Common Shares   February 28, 2026   $ 0.50       362,500   January 2022   Common Shares   January 12, 2025   $ 5.25       500,000   February 2022   Common Shares   February 24, 2025   $ 5.25       200,000   April 2022   Common Shares   April 7, 2025   $ 5.25       146,667   May 2022   Common Stock   May 3, 2025   $ 5.25       750,000   March 2023   Common Stock   March 8, 2028   $ 0.00001       474,780   March 2023   Common Stock   March 13, 2028   $ 0.00001       7,000,000   April 2023   Common Stock   April 14. 2028   $ 0.00001       1,000,000   May 2023   Common Stock   May 12, 2028   $ 0.00001       30,000,000   June 2023   Common Stock   June 23, 2028   $ 0.00001       1,500,000   November 2023   Common Stock   November 13, 2028   $ 0.00001       10,000,000   April 2024   Common Stock   April 12, 2029   $ 0.00001       5,000,000   May 2024   Common Stock   May 31, 2029   $ 0.00001       5,000,000

v3.25.1

QUARTERLY RESTATEMENTS FOR 2024 (Tables)	12 Months Ended
	Dec. 31, 2024
Quarterly Financial Information Disclosure [Abstract]
SCHEDULE OF QUARTERLY BALANCE SHEETS AND INCOME STATEMENTS	SCHEDULE OF QUARTERLY BALANCE SHEETS AND INCOME STATEMENTS  BALANCE SHEETS     As Filed     Adjustments       Restated     As Filed     Adjustments       Restated     As Filed     Adjustments       Restated       March 31, 2024               March 31, 2024     June 30, 2024               June 30, 2024     September 2024               September 2024     As Filed     Adjustments       Restated     As Filed     Adjustments       Restated     As Filed     Adjustments       Restated   ASSETS                                                                                     Current assets:                                                                                     Cash and cash equivalents   $ 21,887             $ 21,887     $ 31,386             $ 31,386     $ 6,662             $ 6,662   Prepaid expenses     21,222                   21,222       12,127                   12,127       3,032                   3,032   Total current assets     43,109                   43,109       43,513                   43,513       9,694                   9,694   Goodwill     740,469       (740,469 )   (a)     -       740,469       (740,469 )   (a)     -       746,368       (746,368 )   (a)     -   Intangible assets     520,004       (520,004 )   (a)     -       509,171       (509,171 )   (a)     -       509,171       (509,171 )   (a)     -   Total assets   $ 1,303,582       (1,260,473 )       $ 43,109     $ 1,293,153       (1,249,640 )       $ 43,513     $ 1,265,233       (1,255,539 )       $ 9,694                                                                                         LIABILITIES AND STOCKHOLDERS’ DEFICIT                                                                                     Current liabilities:                                                                                     Accounts payable and accrued expenses   $ 2,953,990                 $ 2,953,990     $ 3,104,926                 $ 3,104,926     $ 3,303,247                 $ 3,303,247   Notes, payable, net     2,430,530                   2,430,530       2,697,085                   2,697,085       2,608,735                   2,608,735   Convertible notes     125,000                   125,000       125,000                   125,000       125,000                   125,000   Total current liabilities     5,509,520                   5,509,520       5,927,011                   5,927,011       6,036,982                   6,036,982   Other liabilities     -       207,938     (c)     207,938       -       207,938     (c)     207,938       -       207,938     (c)     207,938   Notes payable other     13,156                   13,156       12,979                   12,979       12,802                   12,802   Total liabilities     5,522,676       207,938           5,730,614       5,939,990       207,938           6,147,928       6,049,784       207,938           6,257,722                             -                           -                           -   Convertible Notes                         -                           -                           -                                                                                         Stockholders’ Deficit:                                                                                     Common stock     1,071,111                   1,071,111       1,981,881                   1,981,881       2,312,971                   2,312,971   Additional paid in capital     40,259,135       -           40,259,135       40,609,865       -           40,609,865       40,642,224       3,032,710     (b)     43,674,934   Accumulated deficit     (45,549,340 )     (1,468,411 )   (a)(c)     (47,017,751 )     (47,238,583 )     (1,457,578 )   (a)(c)     (48,696,161 )     (47,739,745 )     (4,496,187 )   (a)(b)(c)     (52,235,932 ) Total stockholders’ deficit     (4,219,094 )     (1,468,411 )         (5,687,505 )     (4,646,837 )     (1,457,578 )         (6,104,415 )     (4,784,550 )     (1,463,477 )         (6,248,027 ) Total liabilities and deficit   $ 1,303,582     $ (1,260,473 )       $ 43,109     $ 1,293,153     $ (1,249,640 )       $ 43,513     $ 1,265,234     $ (1,255,539 )       $ 9,694       STATEMENTS OF OPERATIONS       As filed     Adjustments       As restated     As filed     Adjustments       As restated     As filed     Adjustments       As restated       Three months ended March 31, 2024               Three months ended March 31, 2024     Three months ended June 30, 2024               Three months ended June 30, 2024     Three months ended September 30, 2024               Three months ended September 30, 2024       As filed     Adjustments       As restated     As filed     Adjustments       As restated     As filed     Adjustments       As restated                                                                       Services   $ 15,806             $ 15,806     $ 9,841               $ 9,841     $ 10,299             $ 10,299   Cost of services     1,525                   1,525       7,733                   7,733       7,361                   7,361   Gross profit     14,281                   14,281       2,107                   2,107       2,938                   2,938   Operating expenses:                                                                                     General and administrative expenses     442,831                   442,831       243,823                   243,823       309,364                   309,364   Amortization     10,833       (10,833 )   (a)     -       10,833       (10,833 )   (a)     -       -       -           -   Stock based compensation     463,198       -           463,198       439,487       -           439,487       (281,088 )     3,032,710     (b)     2,751,622   Total operating expenses     916,862       (10,833 )         906,029       694,143       (10,833 )         683,310       28,276       3,032,710           3,060,986   Loss from operations     (902,581 )     10,833           (891,748 )     (692,036 )     10,833           (681,203 )     (25,338 )     (3,032,710 )         (3,058,048 ) Other income (expense)                         -                           -                           -   Interest (expense)     (200,157 )                 (200,157 )     (193,192 )                 (193,192 )     (76,807 )                 (76,807 ) Loss before provision of income taxes     (1,102,738 )     10,833           (1,091,905 )     (885,228 )     10,833           (874,395 )     (102,145 )     (3,032,710 )         (3,134,855 ) Provision for income taxes (benefit)     -                           -                           -                       Net loss   $ (1,102,738 )     10,833         $ (1,091,905 )   $ (885,228 )     10,833         $ (874,395 )   $ (102,145 )     (3,032,710 )       $ (3,134,855 )                                                                                       Net loss per share   $ (0.00 )               $ (0.00 )   $ (0.00 )               $ (0.00 )   $ (0.00 )               $ (0.00 ) Weighted average shares basic and dilutes     902,542,121                   902,542,121       1,981,881,172                   1,981,881,172       2,007,990,481                   2,007,990,481     Adjustments   (a) To reflect the write-off of the goodwill and intangible assets of BTA which was written off pursuant to the Company’s June 2, 2024 10-K/A filing for the year ended December 31, 2023     (b) To reflect the value of voting preferred stock of $3,302,710 granted to the Company’s CEO     (c) To record the reclassification of $207,938 initially recorded as revenue in 2023 that was reclassified to other liabilities due the Company’s inability to support revenue recognition under the guidelines of ASC 606

v3.25.1

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($)	3 Months Ended			12 Months Ended
	Sep. 30, 2024	Jun. 30, 2024	Mar. 31, 2024	Dec. 31, 2024	Dec. 31, 2023
Property, Plant and Equipment [Line Items]
Cash				$ 1,763
Net loss	$ 3,134,855	$ 874,395	$ 1,091,905	6,643,709	$ 7,231,317
Working capital deficit				6,685,767
Accumulated deficit	$ 52,235,932	$ 48,696,161	$ 47,017,751	53,406,461	46,762,752
Investment in cryptocurrency				$ 0	0
Intangible assets estimated useful life				5 years
Goodwill, Impairment Loss					1,271,306
Operating loss carryforwards				$ 53,400,000
Income tax description				expire in 2037
Marketing expenses				$ 0	$ 26,869
Minimum [Member]
Property, Plant and Equipment [Line Items]
Estimated useful life				3 years
Maximum [Member]
Property, Plant and Equipment [Line Items]
Estimated useful life				5 years

v3.25.1

ACQUISITIONS AND AGREEMENTS (Details Narrative) - USD ($)			3 Months Ended			12 Months Ended
	Feb. 28, 2022	Apr. 08, 2021	Sep. 30, 2024	Jun. 30, 2024	Mar. 31, 2024	Dec. 31, 2024	Dec. 31, 2023	Dec. 04, 2024	Nov. 30, 2024	Nov. 01, 2024	Aug. 28, 2024	Jul. 15, 2024	Jun. 18, 2024	May 31, 2024	Apr. 12, 2024	Feb. 29, 2024	Feb. 20, 2024
Business Acquisition [Line Items]
Principal amount						$ 1,180,000
Bearing interest percentage				12.00%				12.00%	18.00%	12.00%	12.00%	12.00%	12.00%	12.00%	12.00%	12.00%	12.00%
Goodwill						1,349,457
Goodwill final valuation amount						740,469
Other intangible assets, net						650,000
Amortizable intangibles amortized						54,166
Amortization expense							$ 43,332
Goodwill and intangible assets wrote off							1,271,306
Impairment Charge							$ 1,271,306
BIT [Member]
Business Acquisition [Line Items]
Principal amount	$ 168,750
Cash consideration	212,750
IDI [Member]
Business Acquisition [Line Items]
Principal amount	$ 348,000
Blockchain Training Alliance, Inc. [Member] | Stock Purchase Agreement [Member]
Business Acquisition [Line Items]
Payments to acquire business		$ 600,000
Stock issued for acquisition, shares		201,439
Stock issued for acquisition, value		$ 604,317
Cash acquired from acquisition		4,860
Blockchain Training Alliance, Inc. [Member] | Stock Purchase Agreement [Member] | Promissory Note [Member]
Business Acquisition [Line Items]
Principal amount		$ 150,000
Bearing interest percentage		1.00%

v3.25.1

RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($)	12 Months Ended
	Dec. 31, 2024	Dec. 31, 2023	Sep. 05, 2024	Sep. 04, 2024
Common stock, shares authorized	19,000,000,000	19,000,000,000	19,000,000,000	2,000,000,000
Common stock, par value	$ 0.001	$ 0.001
Share based compensation	$ 332,732	$ 410,075
Mr Levy [Member]
Convertible preferred stock, shares issued upon conversion	9,500,000,000
Shares outstanding	3,032,746,878
Preferred stock, par value	$ 0.001
Share based compensation	$ 3,032,710

v3.25.1

NOTE PAYABLE (Details Narrative) - USD ($)																					12 Months Ended
	Dec. 04, 2024	Nov. 18, 2024	Nov. 01, 2024	Oct. 01, 2024	Aug. 28, 2024	Jul. 15, 2024	Jun. 30, 2024	Jun. 18, 2024	May 31, 2024	Apr. 12, 2024	Feb. 29, 2024	Feb. 20, 2024	Jan. 30, 2024	Nov. 13, 2023	Jun. 23, 2023	Feb. 02, 2023	Sep. 30, 2022	May 03, 2022	Feb. 02, 2021	Jun. 10, 2020	Dec. 31, 2024	Dec. 31, 2023	Jan. 23, 2025	Nov. 30, 2024
Short-Term Debt [Line Items]
Debt interest rate	12.00%		12.00%		12.00%	12.00%	12.00%	12.00%	12.00%	12.00%	12.00%	12.00%												18.00%
Debt Face amount																					$ 1,180,000
Purchase price																					742,339	$ 1,806,751
Debt interest rate	Jun. 04, 2025		May 01, 2025		Feb. 28, 2025	Jan. 15, 2025		Dec. 18, 2024	Dec. 01, 2024	Oct. 12, 2024	Aug. 29, 2024	Aug. 20, 2024	Jul. 30, 2024
Original issue discount		$ 3,334		$ 4,000	$ 2,000
Original issue discount																							5.00%
Debt instrument, debt default, amount																					2,805,253
Debt instrument, increase, accrued interest																					630,075
1800 Diagonal Lending,LLC Loan [Member] | Convertible Promissory Note [Member]
Short-Term Debt [Line Items]
Debt instrument convertible percentage of stockprice																	75.00%
Debt Instrument, Convertible, Terms of Conversion Feature																	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
Small Business Administration [Member]
Short-Term Debt [Line Items]
Loans payable																			$ 18,265	$ 12,100	12,625
Debt interest rate																			1.00%	3.75%
Debt instrument, term																			5 years	30 years
Securities Purchase Agreement [Member]
Short-Term Debt [Line Items]
Debt interest rate	18.00%		18.00%		18.00%	18.00%		18.00%	18.00%	18.00%	18.00%	18.00%
Debt Face amount	$ 36,500		$ 48,600		$ 157,556	$ 59,000		$ 72,500	$ 68,000	$ 185,555	$ 159,000	$ 53,000	$ 50,000								176,668
Purchase price	32,850		29,700		108,000	47,200	$ 42,500	58,000	61,200	108,000	135,000	45,050
Net proceeds	$ 27,850		$ 24,700		$ 98,000	$ 44,700		$ 18,000	$ 55,000	$ 45,000	$ 130,000	$ 40,050	$ 40,000
Securities Purchase Agreement [Member] | AJB June Note [Member]
Short-Term Debt [Line Items]
Debt Face amount																					50,000
Securities Purchase Agreement [Member] | AJB Capital Investments LLC [Member]
Short-Term Debt [Line Items]
Debt interest rate																		10.00%
Debt Face amount																		$ 1,180,000
Purchase price																		900,000
Debt instrument principal amount																		750,000
Purchase price																		$ 138,125
Debt interest rate																		Nov. 03, 2022
Debt description																		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
Securities Purchase Agreement [Member] | AJB Capital Investments LLC [Member] | AJB June Note [Member]
Short-Term Debt [Line Items]
Debt interest rate															12.00%
Debt Face amount															$ 550,000						981,358
Purchase price															500,000
Purchase price															$ 487,500
Debt interest rate															Jan. 23, 2024
Original issue discount															10.00%
Debt instrument interest description															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
Securities Purchase Agreement [Member] | AJB Capital Investments LLC [Member] | AJB June Note [Member] | Maximum [Member]
Short-Term Debt [Line Items]
Working capital and other general corporate cost															$ 200,000
Securities Purchase Agreement [Member] | AJB Capital Investments LLC [Member] | AJB November Note [Member]
Short-Term Debt [Line Items]
Debt interest rate														12.00%
Debt Face amount														$ 500,000
Purchase price														$ 425,000
Debt interest rate														May 10, 2024
Net proceeds														$ 405,000
Interest rate														18.00%
Securities Purchase Agreement [Member] | Fast Capital LLC [Member] | Convertible Promissory Note [Member]
Short-Term Debt [Line Items]
Debt interest rate																10.00%
Debt Face amount																$ 115,000					$ 8,784
Debt interest rate																Jan. 30, 2024
Debt instrument convertible percentage of stockprice																60.00%
Original issue discount																$ 10,000
Net proceeds																$ 105,000
Original issue discount																24.00%
Debt Instrument, Payment Terms																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

v3.25.1

OTHER LIABILITIES (Details Narrative)	12 Months Ended
	Dec. 31, 2023 USD ($)
Other Liabilities Disclosure [Abstract]
Revenues	$ 207,938

v3.25.1

SCHEDULE OF STOCK OPTIONS ACTIVITY (Details) - $ / shares	12 Months Ended
	Dec. 31, 2024	Dec. 31, 2023
Equity [Abstract]
Number of options outstanding, Beginning balance	2,281,349	2,281,349
Weighted average exercise price, options outstanding, beginning balance	$ 2.26	$ 2.26
Number of options outstanding, options granted
Number of options outstanding, Options cancelled
Number of options outstanding, Options exercised
Number of options vested and outstanding, Ending balance	2,281,349	2,281,349
Weighted Average Remaining Contractual Term (Years), Options Vested and Outstanding	1 year 3 months	2 years 3 months
Weighted Average Exercise Price, Options Vested and Outstanding,Ending Balance	$ 2.26	$ 2.26

v3.25.1

SCHEDULE OF OUTSTANDING WARRANTS TO PURCHASE SHARES OF COMMON STOCK (Details) - $ / shares	12 Months Ended
	Dec. 31, 2024	Oct. 01, 2024
Accumulated Other Comprehensive Income (Loss) [Line Items]
Number of shares outstanding under warrants		25,000,000
Warrant One [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Exercisable for shares	Common Shares
Expiration Date	Feb. 06, 2030
Class of Warrant or Right, Exercise Price of Warrants or Rights	$ 0.01
Number of shares outstanding under warrants	10,000
Warrant Two [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Exercisable for shares	Common Shares
Expiration Date	Feb. 12, 2030
Class of Warrant or Right, Exercise Price of Warrants or Rights	$ 0.01
Number of shares outstanding under warrants	2,500
Warrant Three [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Exercisable for shares	Common Shares
Expiration Date	Feb. 19, 2030
Class of Warrant or Right, Exercise Price of Warrants or Rights	$ 0.01
Number of shares outstanding under warrants	10,000
Warrant Four [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Exercisable for shares	Common Shares
Expiration Date	Apr. 20, 2030
Class of Warrant or Right, Exercise Price of Warrants or Rights	$ 0.01
Number of shares outstanding under warrants	22,500
Warrant Five [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Exercisable for shares	Common Shares
Expiration Date	Jun. 09, 2030
Class of Warrant or Right, Exercise Price of Warrants or Rights	$ 0.01
Number of shares outstanding under warrants	5,000
Warrant Six [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Exercisable for shares	Common Shares
Expiration Date	Feb. 28, 2026
Class of Warrant or Right, Exercise Price of Warrants or Rights	$ 0.50
Number of shares outstanding under warrants	362,500
Warrant Seven [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Exercisable for shares	Common Shares
Expiration Date	Jan. 12, 2025
Class of Warrant or Right, Exercise Price of Warrants or Rights	$ 5.25
Number of shares outstanding under warrants	500,000
Warrant Eight [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Exercisable for shares	Common Shares
Expiration Date	Feb. 24, 2025
Class of Warrant or Right, Exercise Price of Warrants or Rights	$ 5.25
Number of shares outstanding under warrants	200,000
Warrant Nine [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Exercisable for shares	Common Shares
Expiration Date	Apr. 07, 2025
Class of Warrant or Right, Exercise Price of Warrants or Rights	$ 5.25
Number of shares outstanding under warrants	146,667
Warrant Ten [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Exercisable for shares	Common Stock
Expiration Date	May 03, 2025
Class of Warrant or Right, Exercise Price of Warrants or Rights	$ 5.25
Number of shares outstanding under warrants	750,000
Warrant Eleven [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Exercisable for shares	Common Stock
Expiration Date	Mar. 08, 2028
Class of Warrant or Right, Exercise Price of Warrants or Rights	$ 0.00001
Number of shares outstanding under warrants	474,780
Warrant Twelve [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Exercisable for shares	Common Stock
Expiration Date	Mar. 13, 2028
Class of Warrant or Right, Exercise Price of Warrants or Rights	$ 0.00001
Number of shares outstanding under warrants	7,000,000
Warrant Thirteen [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Exercisable for shares	Common Stock
Expiration Date	Apr. 14, 2028
Class of Warrant or Right, Exercise Price of Warrants or Rights	$ 0.00001
Number of shares outstanding under warrants	1,000,000
Warrant Fourteen [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Exercisable for shares	Common Stock
Expiration Date	May 12, 2028
Class of Warrant or Right, Exercise Price of Warrants or Rights	$ 0.00001
Number of shares outstanding under warrants	30,000,000
Warrant Fifteen [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Exercisable for shares	Common Stock
Expiration Date	Jun. 23, 2028
Class of Warrant or Right, Exercise Price of Warrants or Rights	$ 0.00001
Number of shares outstanding under warrants	1,500,000
Warrant Sixteen [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Exercisable for shares	Common Stock
Expiration Date	Nov. 13, 2028
Class of Warrant or Right, Exercise Price of Warrants or Rights	$ 0.00001
Number of shares outstanding under warrants	10,000,000
Warrant Seventeen [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Exercisable for shares	Common Stock
Expiration Date	Apr. 12, 2029
Class of Warrant or Right, Exercise Price of Warrants or Rights	$ 0.00001
Number of shares outstanding under warrants	5,000,000
Warrant Eighteen [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Exercisable for shares	Common Stock
Expiration Date	May 31, 2029
Class of Warrant or Right, Exercise Price of Warrants or Rights	$ 0.00001
Number of shares outstanding under warrants	5,000,000

v3.25.1

EQUITY (Details Narrative) - USD ($)		12 Months Ended
	Jul. 21, 2017	Dec. 31, 2024	Dec. 31, 2023	Dec. 31, 2020	Sep. 05, 2024	Sep. 04, 2024	Dec. 31, 2022
Class of Stock [Line Items]
Common stock, shares authorized		19,000,000,000	19,000,000,000		19,000,000,000	2,000,000,000
Common stock, par value		$ 0.001	$ 0.001
Common stock, shares outstanding		3,032,746,878	565,709,873
Preferred stock, voting rights		voting preferred stock of $3,302,710 granted
Share based compensation		$ 332,732	$ 410,075
Number of options outstanding, options granted
Share-based compensation expense		$ 0
Share based compensation		$ 4,383,005	$ 6,761
2017 Equity Incentive Plan [Member]
Class of Stock [Line Items]
Number of stock option remain reserved for future issuance	5,000,000		2,281,349
Common stock remaining reserved for future issuance			2,718,651
2017 Equity Incentive Plan [Member] | Maximum [Member]
Class of Stock [Line Items]
Stock option award vesting period	10 years
Mr Levy [Member]
Class of Stock [Line Items]
Convertible preferred stock, shares issued upon conversion		9,500,000,000
Shares outstanding		3,032,746,878
Preferred stock, par value		$ 0.001
Share based compensation		$ 3,032,710
Board of Directors [Member]
Class of Stock [Line Items]
Number of options outstanding, options granted				500,000
Employees [Member]
Class of Stock [Line Items]
Number of options outstanding, options granted				1,250,000
Non-employees [Member]
Class of Stock [Line Items]
Number of options outstanding, options granted				170,000
Preferred Stock [Member]
Class of Stock [Line Items]
Preferred stock, voting rights		one vote and each share of Preferred Stock is entitled to 950,000,000 votes.
Series A Preferred Stock [Member]
Class of Stock [Line Items]
Common stock, shares authorized						2,000,000,000
Preferred stock, voting rights		The 10 Series A Preferred shares convertible shares can be converted into 9,500,000,000 voting shares
Series A Preferred Stock [Member] | Preferred Stock [Member]
Class of Stock [Line Items]
Common stock, shares authorized		10	10
Common stock, par value		$ 0.001	$ 0.001
Common stock, shares outstanding		10	0
Shares outstanding		10

v3.25.1

SCHEDULE OF QUARTERLY BALANCE SHEETS AND INCOME STATEMENTS (Details) - USD ($)		3 Months Ended						12 Months Ended
		Sep. 30, 2024		Jun. 30, 2024		Mar. 31, 2024		Dec. 31, 2024	Dec. 31, 2023	Dec. 31, 2022
Current assets:
Cash and cash equivalents		$ 6,662		$ 31,386		$ 21,887		$ 1,763	$ 72,970
Prepaid expenses		3,032		12,127		21,222
Total current assets		9,694		43,513		43,109		1,763	72,970
Goodwill								740,469
Intangible assets
TOTAL ASSETS		9,694		43,513		43,109		1,763	72,970
Current liabilities:
Accounts payable and accrued expenses		3,303,247		3,104,926		2,953,990		3,549,339	3,022,865
Notes, payable, net		2,608,735		2,697,085		2,430,530		2,805,253	2,968,271
Convertible notes		125,000		125,000		125,000		125,000
Total current liabilities		6,036,982		5,927,011		5,509,520		6,687,530	6,199,074
Other liabilities		207,938		207,938		207,938		207,938	207,938
Notes payable other		12,802		12,979		13,156		12,625	13,333
TOTAL LIABILITIES		6,257,722		6,147,928		5,730,614		6,700,155	6,337,407
Stockholders’ Deficit:
Common stock		2,312,971		1,981,881		1,071,111		3,032,746	565,710
Additional paid in capital		43,674,934		40,609,865		40,259,135		43,675,323	39,932,605
Accumulated deficit		(52,235,932)		(48,696,161)		(47,017,751)		(53,406,461)	(46,762,752)
TOTAL STOCKHOLDERS’ DEFICIT		(6,248,027)		(6,104,415)		(5,687,505)		(6,698,392)	(6,264,437)	$ (3,059,440)
TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT		9,694		43,513		43,109		1,763	72,970
Services		10,299		9,841		15,806		44,814	197,459
Cost of services		7,361		7,733		1,525		9,394	313,756
Gross margin		2,938		2,107		14,281		35,419	(116,297)
Operating expenses:
General and administrative expenses		309,364		243,823		442,831		890,435	1,548,277
Amortization									43,332
Stock based compensation		2,751,622		439,487		463,198		5,285,690	1,155,480
Total Operating Expenses		3,060,986		683,310		906,029		6,176,125	4,018,395
Operating loss		(3,058,048)		(681,203)		(891,748)		(6,140,706)	(4,134,692)
Other income (expense)									28,375
Interest (expense)		(76,807)		(193,192)		(200,157)		(503,003)	(3,093,999)
Loss before provision for income taxes		(3,134,855)		(874,395)		(1,091,905)		(6,643,709)	(7,231,317)
Provision for income taxes (benefit)
Net loss		$ (3,134,855)		$ (874,395)		$ (1,091,905)		$ (6,643,709)	$ (7,231,317)
Net loss per share basic		$ (0.00)		$ (0.00)		$ (0.00)		$ (0.00)	$ (0.05)
Net loss per share diluted		$ (0.00)		$ (0.00)		$ (0.00)		$ (0.00)	$ (0.05)
Weighted average shares basic		2,007,990,481		1,981,881,172		902,542,121		1,943,159,789	134,932,832
Weighted average shares diluted		2,007,990,481		1,981,881,172		902,542,121		1,943,159,789	134,932,832
Previously Reported [Member]
Current assets:
Cash and cash equivalents		$ 6,662		$ 31,386		$ 21,887
Prepaid expenses		3,032		12,127		21,222
Total current assets		9,694		43,513		43,109
Goodwill		746,368		740,469		740,469
Intangible assets		509,171		509,171		520,004
TOTAL ASSETS		1,265,233		1,293,153		1,303,582
Current liabilities:
Accounts payable and accrued expenses		3,303,247		3,104,926		2,953,990
Notes, payable, net		2,608,735		2,697,085		2,430,530
Convertible notes		125,000		125,000		125,000
Total current liabilities		6,036,982		5,927,011		5,509,520
Other liabilities
Notes payable other		12,802		12,979		13,156
TOTAL LIABILITIES		6,049,784		5,939,990		5,522,676
Stockholders’ Deficit:
Common stock		2,312,971		1,981,881		1,071,111
Additional paid in capital		40,642,224		40,609,865		40,259,135
Accumulated deficit		(47,739,745)		(47,238,583)		(45,549,340)
TOTAL STOCKHOLDERS’ DEFICIT		(4,784,550)		(4,646,837)		(4,219,094)
TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT		1,265,234		1,293,153		1,303,582
Services		10,299		9,841		15,806
Cost of services		7,361		7,733		1,525
Gross margin		2,938		2,107		14,281
Operating expenses:
General and administrative expenses		309,364		243,823		442,831
Amortization				10,833		10,833
Stock based compensation		(281,088)		439,487		463,198
Total Operating Expenses		28,276		694,143		916,862
Operating loss		(25,338)		(692,036)		(902,581)
Interest (expense)		(76,807)		(193,192)		(200,157)
Loss before provision for income taxes		(102,145)		(885,228)		(1,102,738)
Provision for income taxes (benefit)
Net loss		$ (102,145)		$ (885,228)		$ (1,102,738)
Net loss per share basic		$ (0.00)		$ (0.00)		$ (0.00)
Net loss per share diluted		$ (0.00)		$ (0.00)		$ (0.00)
Weighted average shares basic		2,007,990,481		1,981,881,172		902,542,121
Weighted average shares diluted		2,007,990,481		1,981,881,172		902,542,121
Revision of Prior Period, Reclassification, Adjustment [Member]
Current assets:
Goodwill	[1]	$ (746,368)		$ (740,469)		$ (740,469)
Intangible assets	[1]	(509,171)		(509,171)		(520,004)
TOTAL ASSETS		(1,255,539)		(1,249,640)		(1,260,473)
Current liabilities:
Other liabilities	[2]	207,938		207,938		207,938
TOTAL LIABILITIES		207,938		207,938		207,938
Stockholders’ Deficit:
Additional paid in capital		3,032,710	[3]
Accumulated deficit	[1]	(4,496,187)	[3]	(1,457,578)		(1,468,411)
TOTAL STOCKHOLDERS’ DEFICIT		(1,463,477)		(1,457,578)		(1,468,411)
TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT		(1,255,539)		(1,249,640)		(1,260,473)
Operating expenses:
Amortization			[3]	(10,833)	[1]	(10,833)	[1]
Stock based compensation		3,032,710	[3]
Total Operating Expenses		3,032,710		(10,833)		(10,833)
Operating loss		(3,032,710)		10,833		10,833
Loss before provision for income taxes		(3,032,710)		10,833		10,833
Net loss		$ (3,032,710)		$ 10,833		$ 10,833
[1] To reflect the write-off of the goodwill and intangible assets of BTA which was written off pursuant to the Company’s June 2, 2024 10-K/A filing for the year ended December 31, 2023 [2] To record the reclassification of $207,938 initially recorded as revenue in 2023 that was reclassified to other liabilities due the Company’s inability to support revenue recognition under the guidelines of ASC 606 [3] To reflect the value of voting preferred stock of $3,302,710 granted to the Company’s CEO

v3.25.1

SCHEDULE OF QUARTERLY BALANCE SHEETS AND INCOME STATEMENTS (Details) (Parenthetical) - USD ($)	12 Months Ended
	Dec. 31, 2024	Dec. 31, 2023
Quarterly Financial Information Disclosure [Abstract]
Voting preferred stock	voting preferred stock of $3,302,710 granted
Revenues		$ 207,938

v3.25.1

SUBSEQUENT EVENTS (Details Narrative) - USD ($)	Feb. 11, 2025	Jan. 27, 2025	Jan. 10, 2025	Nov. 18, 2024	Oct. 01, 2024	Aug. 28, 2024	Jan. 23, 2025	Dec. 31, 2024	Dec. 04, 2024	Nov. 30, 2024	Nov. 01, 2024	Jul. 15, 2024	Jun. 30, 2024	Jun. 18, 2024	May 31, 2024	Apr. 12, 2024	Feb. 29, 2024	Feb. 20, 2024	Dec. 31, 2023
Subsequent Event [Line Items]
Debt conversion, original debt, amount				$ 3,334	$ 4,000	$ 2,000
common stock, par value								$ 0.001											$ 0.001
Debt Instrument, Interest rate, effective percentage							5.00%
Debt instrument percentage						12.00%			12.00%	18.00%	12.00%	12.00%	12.00%	12.00%	12.00%	12.00%	12.00%	12.00%
Debt instrument of original issue of discount					$ 72,223
Original issue discount								$ 1,180,000
Warrant to purchase					25,000,000
Pre Funded Warrant [Member]
Subsequent Event [Line Items]
Exercise price					$ 0.00001
Subsequent Event [Member]
Subsequent Event [Line Items]
Debt instrument of additional principal cost	$ 65,334
Debt conversion, original debt, amount	3,500	$ 1,556
Debt instrument percentage		5.00%
Subsequent Event [Member] | Chief Executive Officer [Member]
Subsequent Event [Line Items]
Payments of loan costs		$ 15,000
Subsequent Event [Member] | Consulting Agreement [Member]
Subsequent Event [Line Items]
cumulative							$ 1,015
common stock, par value							$ 0.001
Second Amendment [Member]
Subsequent Event [Line Items]
Debt instrument of additional principal cost				33,334
Second Amendment [Member] | Subsequent Event [Member]
Subsequent Event [Line Items]
Debt instrument of additional principal cost	6,534
Second Amendment [Member] | Subsequent Event [Member] | AJB Capital Investments LLC [Member]
Subsequent Event [Line Items]
Debt instrument of additional principal cost		15,556
Fourth Amendment [Member]
Subsequent Event [Line Items]
Debt instrument of additional principal cost						$ 30,000
Debt instrument of original issue of discount						3,000
Fifth Amendment [Member]
Subsequent Event [Line Items]
Original issue discount					$ 7,223
Minimum [Member] | AJB Capital Investments LLC [Member]
Subsequent Event [Line Items]
Debt instrument, issued, principal					252,890
Minimum [Member] | First Amendment [Member]
Subsequent Event [Line Items]
Debt instrument, issued, principal			$ 33,000			22,890
Minimum [Member] | First Amendment [Member] | AJB Capital Investments LLC [Member]
Subsequent Event [Line Items]
Debt instrument, issued, principal					142,000	142,000
Minimum [Member] | First Amendment [Member] | Subsequent Event [Member]
Subsequent Event [Line Items]
Debt instrument, issued, principal	157,556
Minimum [Member] | First Amendment [Member] | Subsequent Event [Member] | AJB Capital Investments LLC [Member]
Subsequent Event [Line Items]
Debt instrument, issued, principal	142,000	120,000
Minimum [Member] | Second Amendment [Member]
Subsequent Event [Line Items]
Debt instrument, issued, principal				48,600
Minimum [Member] | Second Amendment [Member] | Subsequent Event [Member] | AJB Capital Investments LLC [Member]
Subsequent Event [Line Items]
Debt instrument, issued, principal		142,000
Minimum [Member] | Third Amendment [Member] | AJB Capital Investments LLC [Member]
Subsequent Event [Line Items]
Debt instrument, issued, principal					157,556	157,556
Minimum [Member] | Third Amendment [Member] | Subsequent Event [Member] | AJB Capital Investments LLC [Member]
Subsequent Event [Line Items]
Debt instrument, issued, principal	120,000
Minimum [Member] | Fourth Amendment [Member] | AJB Capital Investments LLC [Member]
Subsequent Event [Line Items]
Debt instrument, issued, principal					22,890	120,000
Minimum [Member] | Fifth Amendment [Member] | AJB Capital Investments LLC [Member]
Subsequent Event [Line Items]
Debt instrument, issued, principal					120,000
Maximum [Member] | AJB Capital Investments LLC [Member]
Subsequent Event [Line Items]
Debt instrument, issued, principal					325,113
Maximum [Member] | First Amendment [Member]
Subsequent Event [Line Items]
Debt instrument, issued, principal				48,600
Maximum [Member] | First Amendment [Member] | AJB Capital Investments LLC [Member]
Subsequent Event [Line Items]
Debt instrument, issued, principal					157,556	157,556
Maximum [Member] | First Amendment [Member] | Subsequent Event [Member] | AJB Capital Investments LLC [Member]
Subsequent Event [Line Items]
Debt instrument, issued, principal	157,556	142,000
Maximum [Member] | Second Amendment [Member]
Subsequent Event [Line Items]
Debt instrument, issued, principal				$ 81,934
Maximum [Member] | Second Amendment [Member] | Subsequent Event [Member]
Subsequent Event [Line Items]
Debt instrument, issued, principal	222,890
Maximum [Member] | Second Amendment [Member] | Subsequent Event [Member] | AJB Capital Investments LLC [Member]
Subsequent Event [Line Items]
Debt instrument, issued, principal		$ 157,556
Maximum [Member] | Third Amendment [Member]
Subsequent Event [Line Items]
Debt instrument, issued, principal						252,890
Maximum [Member] | Third Amendment [Member] | AJB Capital Investments LLC [Member]
Subsequent Event [Line Items]
Debt instrument, issued, principal					222,890	222,890
Maximum [Member] | Third Amendment [Member] | Subsequent Event [Member] | AJB Capital Investments LLC [Member]
Subsequent Event [Line Items]
Debt instrument, issued, principal	$ 142,000
Maximum [Member] | Fourth Amendment [Member] | AJB Capital Investments LLC [Member]
Subsequent Event [Line Items]
Debt instrument, issued, principal					252,890	$ 142,000
Maximum [Member] | Fifth Amendment [Member] | AJB Capital Investments LLC [Member]
Subsequent Event [Line Items]
Debt instrument, issued, principal					$ 142,000

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