UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

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

For the quarterly period ended March 31, 2026

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

For the transition period from __________ to __________

Commission File Number: 000-55726

THE CRYPTO COMPANY

(Exact name of registrant as specified in its charter)

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

23823 Malibu Road, # 50477

Malibu, California 90265

(Address of principal executive offices)

(424) 228-9955

(Registrant’s telephone number, including area code)

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

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

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

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

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

	Large accelerated filer ☐	Accelerated filer ☐

	Non-accelerated filer ☒	Smaller reporting company ☒

	Emerging growth company ☐

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

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

As of July 8, 2026 the issuer had 5,829,932,017 shares of common stock, par value $0.001 per share, outstanding.

TABLE OF CONTENTS

		Page No.
PART I FINANCIAL INFORMATION

Item 1.	Financial Statements

	Consolidated Balance Sheets as of March 31, 2026 (Unaudited) and December 31, 2025	4

	Unaudited Consolidated Statements of Operations for the Three Months Ended March 31, 2026 and 2025	5

	Unaudited Consolidated Statements of Stockholders’ Deficit for the Three Months Ended March 31, 2026 and 2025	6

	Unaudited Consolidated Statements of Cash Flows for the Three Months Ended March 31, 2026 and 2025	7

	Notes to Unaudited Consolidated Financial Statements	8

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	17

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	20

Item 4.	Controls and Procedures	20

PART II OTHER INFORMATION		21

Item 1.	Legal Proceedings	21

Item 1A.	Risk Factors	21

Item 3.	Defaults upon Senior Securities	22

Item 4.	Mine Safety Disclosures	22

Item 5.	Other Information	22

Item 6.	Exhibits	22

SIGNATURES		23

NOTE ABOUT FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-Q (the “Quarterly Report”) contains forward-looking statements. All statements contained in this Quarterly Report other than statements of historical fact, including statements regarding our future results of operations and financial position, our business strategy and plans, and our objectives for future operations, are forward-looking statements. The words “believe,” “may,” “will,” “estimate,” “continue,” “anticipate,” “intend,” “expect,” and similar expressions are intended to identify forward-looking statements. We have based these forward-looking statements largely on our current expectations and projections about future events and trends that we believe may affect our financial condition, results of operations, business strategy, short- term and long-term business operations, and objectives, and financial needs. These forward-looking statements are subject to a number of risks, uncertainties, and assumptions, including those described in our Annual Report on Form 10-K for the year ended December 31, 2025 (the “2025 Annual Report”) as filed with the U.S. Securities and Exchange Commission (“SEC”) and in any subsequent filings with the SEC. Moreover, we operate in a very competitive and rapidly changing environment. New risks emerge from time to time. Our management cannot predict all risks, nor can we assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements we may make. In light of these risks, uncertainties, and assumptions, the future events, and trends discussed in this Quarterly Report may not occur and actual results could differ materially and adversely from those anticipated or implied in the forward-looking statements.

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

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

THE CRYPTO COMPANY

CONSOLIDATED BALANCE SHEETS

	March 31, 2026 (Unaudited)			December 31, 2025

ASSETS
CURRENT ASSETS
Cash and cash equivalents	$	14,917		$	97,205
Total current assets		14,917			97,205
Cryptocurrency		18,519			123,794
TOTAL ASSETS	$	33,436		$	220,999

LIABILITIES AND STOCKHOLDERS’ DEFICIT

CURRENT LIABILITIES
Accounts payable and accrued expenses	$	4,386,896		$	3,876,849
Other liabilities		207,938			207,938
Notes payable		1,504,141			533,670
Derivative liability		2,487			563,417
Convertible debt		38,772			1,125,673
Total current liabilities		6,140,234			6,307,546
Notes payable - other		11,799			11,976
TOTAL LIABILITIES		6,152,033			6,319,522

STOCKHOLDERS’ DEFICIT
Preferred A voting stock, $0.001 par value; 10 shares authorized 10 and -0- shares issued and outstanding, respectively, as of March 31, 2026 and December 31, 2025, respectively		-			-
Common stock, $0.001 par value; 19,000,000,000 shares authorized 5,210,040,623 and 5,058,291,867 shares issued and outstanding, respectively, as of March 31, 2026 and December 31, 2025, respectively.		5,210,039			5,058,291
Additional paid-in-capital		45,550,140			45,550,140
Accumulated deficit		(56,878,776	)		(56,706,954	)
TOTAL STOCKHOLDERS’ DEFICIT		(6,118,598	)		(6,098,523	)

TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT	$	33,436		$	220,999

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

THE CRYPTO COMPANY

UNAUDITED CONSOLIDATED STATEMENTS OF OPERATIONS

	2026			2025
	For the three months ended March 31,
	2026			2025
Revenue:
Services	$	4,047		$	2,856
Cost of services		-			-
Gross margin		4,047			2,856

Operating expenses:
General and administrative expenses		738,896			319,943
Share based compensation -non employee					158,800
(Gain)/Loss on fair value of Cryptocurrency, net		(28,907	)
Total operating expenses		709,989			478,743
Operating loss		(705,941	)		(475,887	)

Other income and (expense)
Gain on the forgiveness of debt					129,130
Gain from change in fair value of derivative liability		560,930
Realized gain/(loss) on the sale of cryptocurrency		(17,752	)		10,000
Loss on the extinguishment of debt					(157,575	)
Interest income/(expense)		(8,408	)		(117,251	)
Total other income/(expense)		534,769			(135,695	)
(Loss) before provision for income taxes		(171,172	)		(611,582	)
Provision for income taxes		(650	)		-
Net (loss)	$	(171,822	)	$	(611,582	)

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

Weighted average common shares outstanding basic and diluted		5,071,780,645			3,243,246,640

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

THE CRYPTO COMPANY

UNAUDITED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ DEFICIT

	Shares		Amount		Shares		Amount		capital		Deficit			Deficit
	Preferred A		stock		Common stock				Additional Paid in		Accumulated			Total Stockholders’
	Shares		Amount		Shares		Amount		capital		Deficit			Deficit
Balance, December 31, 2024		10	$	-		3,032,746,878	$	3,032,746	$	43,675,323	$	(53,406,461	)	$	(6,698,392	)

Issuance of common stock for services						158,799,643		158,800							158,800

Issuance of warrants for financing fee										15,000					15,000

Common stock issued for note conversion						239,000,000		239,000							239,000

Net loss				-								(611,582	)		(611,582	)

Balance, March 31, 2025		10	$	-		3,430,546,521	$	3,430,545	$	43,690,323	$	(54,018,043	)	$	(6,897,175	)

	Preferred A		stock		Common stock				Additional Paid in		Accumulated			Total Stockholders’
	Shares		Amount		Shares		Amount		capital		Deficit			Deficit
Balance, December 31, 2025		10	$	-		5,058,291,867	$	5,058,292	$	45,550,140	$	(56,706,955	)	$	(6,098,523	)

Common stock issued to reduce accrued liabilities						151,748,756		151,749							151,749

Net loss				-						-		(171,822	)		(171,822	)

Balance, March 31, 2026		10		-		5,210,040,623		5,210,039		45,550,140		(56,878,776	)		(6,118,598	)

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

THE CRYPTO COMPANY

UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS

	2026			2025
	For the three months ended March 31,
	2026			2025
Cash flows from operating activities:
Net (loss)	$	(171,822	)	$	(611,582	)
Adjustments to reconcile net loss to net cash used in operations:
Share-based compensation		-			158,800
Change in derivative liability		(560,930	)
Loss on the extinguishment of debt					157,575
Warrants issued for financing fee					15,000
Cryptocurrency		105,275
Change in operating assets and liabilities:
Accounts payable and accrued expenses		661,796			127,383
Net cash provided (used in) operating activities		34,318			(152,824	)

Cash flows from financing activities:
Payment of notes payable		(116,607	)		(118	)
Proceeds from issuance of notes payable					158,113
Net cash provided by (used in) financing activities		(116,607	)		157,995

Net increase (decrease) in cash and cash equivalents		(82,288	)		5,170
Cash and cash equivalents at the beginning of the period		97,205			1,763
Cash and cash equivalents at the end of the period	$	14,917		$	6,933

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Common stock issued for convertible debt	$	-		$	239,000
Common stock issued to reduce accrued liabilities	$	151,748		$	-

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

THE CRYPTO COMPANY

NOTES TO (UNAUDITED) CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1 – BASIS OF PRESENTATION AND THE COMPANY

Basis of Presentation

The unaudited condensed consolidated financial statements included in this Form 10-Q have been prepared in accordance with the U.S. Securities and Exchange Commission (the “SEC”) instructions for Quarterly Reports on Form 10-Q. Accordingly, the condensed consolidated financial statements are unaudited and do not contain all of the information required by U.S. Generally Accepted Accounting Principles (“GAAP”) to be included in a full set of financial statements. The unaudited condensed Consolidated Balance Sheet at December 31, 2025 has been derived from the audited consolidated financial statements at that date but does not include all of the information and footnotes required by GAAP for a complete set of financial statements. The audited consolidated financial statements for our fiscal year ended December 31, 2025, filed with the SEC on Form 10-K on June 24, 2026, include a summary of our significant accounting policies and should be read in conjunction with this Form 10-Q. In the opinion of management, all material adjustments necessary to present fairly the results of operations, cash flows, and balance sheets for such periods have been included in this Form 10-Q. All such adjustments related to operations are of a normal recurring nature. The results of operations for interim periods are not necessarily indicative of the results of operations for the entire year.

Use of Estimates

The preparation of condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the condensed consolidated financial statements and disclosures made in the accompanying notes to the condensed consolidated financial statements. Significant estimates and judgments may include those related to revenue recognition, derivative liability valuation, cryptocurrency fair value, debt classification, contingent obligations, goodwill valuation, asset impairment, business combination accounting, and income taxes. Actual results could materially differ from those estimates.

The Company

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

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”).

On March 23, 2026, the Company approved and authorized the execution of an Asset Purchase Agreement, dated as of March 20, 2026 (the “Asset Purchase Agreement”), by and among the Company, its wholly-owned subsidiary, Frame Intelligence, LLC, a Nevada limited liability company (“Frame Intelligence”), Frame Holdings Ltd, an exempted Cayman Islands company (“Frame Holdings”), and Sean Docherty.

Pursuant to the Asset Purchase Agreement, Frame Intelligence acquired all of the assets comprising the “Frame” blockchain business, including related intellectual property, source code, software repositories, validator and infrastructure access, credentials, documentation, and associated goodwill (collectively, the “Frame Assets”).

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 three months ended March 31, 2026 and 2025, 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.

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 March 31, 2026, the Company had cash of $14,917. In addition, the Company’s net loss was $171,822, for the three months ended March 31, 2026 and the Company’s had a working capital deficit of $6,125,318. As of March 31, 2026 the accumulated deficit amounted to $56,878,776. 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 Company, as part of the Frame Agreement (Note 4), has agreed to fund $2.0 million for further development of the Frame Assets. At March 31, 2026 the company had $14,917 cash, approximately $6.1 million in current liabilities and working capital deficit and the contractual requirement for the Frame funding. The Company does not currently have sufficient cash resources to satisfy the Frame funding requirement and its existing obligations. Additional financing is required.

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 evaluates this as a significant concern and 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. Management continues to pursue financing alternatives and strategic transactions; however, no financing commitments have been obtained as of the date of these financial statements. 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.

Convertible Debt and Derivative Liability – The Company reevaluated its treatment of Convertible Debt in 2025 and amended its 2024 financial statements to recognize a derivative liability based on certain convertible debt which was deemed to qualify for derivative liability treatment. As of December 31, 2025, the Company recognized Convertible Debt of $1,125,673 and a Derivative Liability of $563,417. The derivative liability was reduced significantly from 2024 to 2025 due to the conversion of a number of loans from AJB Capital which are listed in detail in the 2025 financial statements along with the terms of the conversion. Subsequent to the conversion of the AJB capital convertible debt, and associated reduction of derivative liabilities, a number of other convertible notes, entered into in the December 2025 quarter were also converted and reissued or repaid. In connection with those modifications or payments, the derivative liability was further reduced. Ultimately, only one note in the amount of approximately $38,800 is convertible and has a related derivative liability as of March 31, 2026. The individual note activity is reflected in Note 6.

As of March 31, 2026, based on repayment, note restructuring and reclassification of certain liabilities, the Company concluded that only one outstanding convertible note, with a principal balance of $38,772 required derivative accounting treatment resulting in a reduction of the Derivative Liability of $560,930 which is reflected in the income statement as other income, a change in derivative liability.

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, including Bitcoin, Avax, Ethereum and XRP tokens, which are actively traded on exchanges and amounted to a total of $18,519 as of March 31, 2026. The dollar value of each token is as follows:

SCHEDULE OF DOLLAR VALUE OF TOKEN


Bitcoin	$	12
AVAX	$	6,539
Ethereum	$	10,673
XRP	$	1,295

Total	$	18,519

As a result of adopting ASC 350-60, Intangibles — Goodwill and Other, (“ASC 350-60”) on September 1, 2024, cryptocurrency is measured at fair value as of each reporting period (see “Recently Issued Accounting Pronouncements below”). The fair value of cryptocurrency is measured using the period-end closing price from the principal market for each cryptocurrency, in accordance with ASC 820, Fair Value Measurement (“ASC 820”). Since cryptocurrency is traded on a 24-hour period, the Company utilizes the price as of 23:59:59 UTC, which aligns with the Company’s revenue recognition cut-off. The changes in valuation due to remeasurement in fair value within each reporting period are reflected on the Consolidated Statements of Operations and Comprehensive Loss as “(Gain)/Loss on fair value of cryptocurrency, net”. In accordance with ASC 350-60, the Company discloses realized gains and losses from the sale of cryptocurrency and such gains and losses are measured as the difference between the cash proceeds and the cost basis of the cryptocurrency as determined on a First In-First Out basis.

As of March 31, 2026 and December 31, 2025 there were $18,519 and $123,794, respectively, in investments in cryptocurrency on the Company’s Balance Sheet. The cryptocurrency balances are not subject to any restrictions.

Equipment – Equipment is recorded at cost and depreciated using the straight-line method over the estimated useful life ranging from three3 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 March 31, 2026 and December 31, 2025 the Company had no goodwill or intangible assets.

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

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

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

Fair 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 three months ended March 31, 2026 and the year ended December 31, 2025, the Company had no potentially dilutive common stock equivalents since the Company was in a loss position and inclusion of any equivalents would be anti-dilutive. Therefore, the basic EPS and the diluted EPS are the same.

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

NOTE 3 – RECENT ACCOUNTING PRONOUNCEMENTS

Management has considered all recent accounting pronouncements issued. The Company’s management believes that these recent pronouncements will not have a material effect on the Company’s financial statements.

NOTE 4 – ACQUISITIONS AND AGREEMENTS

Frame Agreement

As consideration for the transfer of the Frame Assets, the Company agreed to issue shares of its common stock, par value $0.001 per share (“Common Stock”), to Frame Holdings via a series of contingent milestone-based issuances tied to specified Company market capitalization and Frame business valuation thresholds. These include (i) an issuance equal to 2.5% of the Company’s outstanding Common Stock, measured on a pre-issuance basis, upon the achievement of both a $100 million market capitalization of the Company and a $100 million fully diluted valuation of the Frame business, with such milestone figures sustained for at least 30 consecutive days, and (ii) additional issuances of Common Stock with an aggregate potential value of up to approximately $50.5 million, payable in tranches upon the achievement of additional escalating market capitalization and valuation milestones, culminating in a milestone requiring both a $1.0 billion market capitalization of the Company and a $1.0 billion fully diluted valuation of the Frame business, in each case sustained for at least 30 consecutive days.

Each such issuance of shares of Common Stock, if and when earned, will be calculated based on the 10-trading-day volume-weighted average price of the Company’s Common Stock immediately preceding the applicable issuance date and will be subject to customary securities law restrictions, transfer limitations, and the execution of definitive stock issuance documentation.

The Asset Purchase Agreement also requires the Company to fund Frame Intelligence with at least $2.0 million in the aggregate (the “Funding Requirement”) on or before the date that is 120 days after closing, subject to extension at the Company’s option for another 120 days in exchange for a $100,000 payment to Frame Holdings.

On July 7, 2026, a Confirmation and Variation Agreement was executed to extend the Funding Requirement deadline by an additional 120 days as described above and to extinguish the $1.00 Re-acquisition option.

The Asset Purchase Agreement further contains a buy-sell provision that may be triggered upon the occurrence of certain specified termination events, subject to applicable notice and cure periods and an overall five-year sunset following the closing of the transaction.

As noted above, an agreement to extinguish this option was entered into and signed on July 7, 2026.

The following terms are incorporated into the Confirmation and Variation Agreement:

Agreed Terms

1. Grant of Extension. The Seller hereby grants, and the Parties confirm, the 120-day extension of the Funding Deadline contemplated by Section 6.9(c) of the APA, such that the Funding Deadline is extended to the Extended Funding Deadline (the date 120 days after the original Funding Deadline), with effect from the Effective Date.

2. Extinguishment of the $1.00 Re-acquisition Option. The Seller hereby irrevocably waives, releases and extinguishes the $1.00 Re-acquisition Option under Section 9.1 of the APA in its entirety, with effect from the Effective Date. With effect from the Effective Date, the $1.00 Re-acquisition Option shall be of no further force or effect, and neither the Seller nor SD shall have any right to re-acquire the Units of the Buyer thereunder.

3. Effect on the APA. Save as expressly varied by this Agreement, the APA and each Ancillary Agreement remain in full force and effect and are otherwise unamended, including without limitation TCC’s obligation to satisfy the Funding Requirement by the Extended Funding Deadline. In the event of any conflict between this Agreement and the APA in respect of the matters addressed herein, this Agreement shall prevail.

As of March 31, 2026 and December 31, 2025 we had no goodwill or intangible assets on our balance sheet.

The Company is continuing evaluation of the Frame Asset Purchase Agreement. As of March 31, 2026, no asset or liability has been recognized because of the contingent nature of consideration, uncertainty surrounding the funding requirement and continued development, and the absence of sufficient support for reliably measuring an acquired intangible asset at that date. Management will continue evaluating the accounting for the transaction as additional information becomes available and funding milestones are achieved.

NOTE 5 – RELATED PARTY TRANSACTIONS

On January 27, 2025 (the “Advance Date”), the Company entered into a Promissory Note with Ronald Levy, the Company’s Chief Executive Officer, Interim Chief Financial Officer, Chairman of the Board, and Secretary. The Loan bears interest at the rate of 5% per annum, with a maturity date four months from the Advance Date.

On June 24, 2025 and June 25, 2025, the Company entered into stock agreements with five recipients to issue a total of 386,459,998 shares as a bonus to employees and contractors for services. Ronald Levy the Company’s CEO received 197,605,773 of those Common Shares and Holly Ruxin, a director, received 67,106,721 of those Common Shares. The Common Shares received by Mr. Levy and Ms. Ruxin were on the same terms and conditions as the other Recipients.

On July 10, 2025, the Company borrowed funds from Three Mile Creek Future LLC (“TMCF”) and issued a Promissory Note (the “TMCF Note”) in the principal amount of 1.7 Bitcoin and a Pre-Funded Common Stock Purchase Warrant (the “Warrant”), which entitles TMCF to subscribe for and purchase from the Company up to 77,704,407 shares of the Company’s common stock, each executed on July 16, 2025. These warrants were valued at $77,704. Rafael Furst, the Company’s Chief Strategy Officer is the managing member of Three Mile Creek Future LLC.

NOTE 6 – NOTES PAYABLE, CONVERTIBLE DEBT & DERIVATIVE LIABILITY

Summary of Outstanding Debt

Instrument	Description	12/31/2025			Conversions, Modificatons & Repayments			3/31/2026			Due Date	Default	Status
Notes Payable
AJB Capital	AJB Conversion		81,934						81,934		Dec-28	No
CoinTracking Note			254,400						254,400		Past Due	Yes	Ongoing discussions
Three Mile Creek	Related Party		188,552						188,552		Jan-26	Yes	Secured; No Demand
Fast Capital			8,784						8,784		Jan-24	Yes	No Demand
EKSA Holdings	Converted and Modified					336,515			336,515		Aug-26	No
Practivist	Converted and Modified					100,000			100,000		Aug-26	No
Robert Nail	Converted and Modified					419,064			419,064		Aug-26	No
Individual Shareholders						125,000			125,000		Demand	No	No Demand
Note Discount			-			(10,107	)		(10,107	)	N/A	No
Total Notes Payable			533,670			970,472			1,504,142

Convertible Debt
EKSA Holdings	Converted and Modified		336,515			(336,515	)		-				No longer convertible
Practivist	Converted and Modified		100,000			(100,000	)		-				No longer convertible
Robert Nail	Converted and Modified		419,064			(419,064	)		-				No longer convertible
Ryan Crownholm	Repaid		116,430			(116,430	)		-				Paid
Averitt Note			38,771						38,771		Jan-26	Yes	Secured; no demand
Individual Shareholders			125,000			(125,000	)		-				Not Convertible
Note Discount			(10,107	)		10,107			-
									-
Total Convertible Debt			1,125,673			(1,086,902	)		38,771

Derivative Liability (BS)			563,417			(560,930	)		2,487
Change in Derivative Liability (IS)						560,930			560,930

At December 31, 2025, derivative liabilities were measured using an option-pricing methodology based upon market inputs including stock price, historical volatility, expected term, dividend yield and risk-free interest rates.

During the three months ended March 31, 2026, management completed an instrument-by-instrument review of the Company’s outstanding debt agreements. Based on management’s evaluation of the outstanding debt instruments at March 31, 2026, only one instrument continued to require derivative accounting under ASC 815.

AJB NOTE

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

FAST CAPITAL

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

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

As of March 31, 2026, the balancing remaining under the Fast Capital Note is $8,784, with accrued interest of $35,000.

THREE MILE CREEK

The principal balance of the TMCF Note was due on January 10, 2026. The TMCF Note bears no interest and can be pre-paid by the Company any time without penalty. To secure the payment and performance of all obligations under the TMCF Note, the Company granted to TMCF a continuing security interest in all assets of the Company (the “Collateral”). Upon event of default, the unpaid principal balance of the TMCF Note will immediately become due and payable, and TMCF will have all rights and remedies available to it under the Nevada Uniform Commercial Code, including the right to take possession of the Collateral and to sell or otherwise dispose of it. AJB Capital Investments LLC, which holds a first priority security interest in the Collateral, has consented to the creation of the TMCF security interest in the Collateral and agreed to subordinate its lien to TMCF’s security interest.

The Warrant entitles TMCF to subscribe for and purchase from the Company up to 77,704,407 shares of the Company’s common stock any time prior to July 10, 2030. The aggregate exercise price of the TMCF Warrant was pre-funded to the Company. Consequently, TMCF need not pay any additional consideration to exercise the Warrant, other than a nominal exercise price of $0.03 per share.

As of March 31, 2026, the outstanding balance of the Three Mile Creek note is $188,552.

PROMISSORY NOTES

Beginning on August 13, 2025, the Company executed subscription agreements with accredited investors: Eksa Holdings LLC, Practivist Investors LLC, Richard G Averitt, Robert Nail, and Ryan Crownholm (each, an “Investor” and collectively, the “Investors”), in which the Company issued an aggregate of 65,043,533 shares of the Company’s common stock. These shares were valued at $221,441. In addition, the Investors purchased, and the Company issued Convertible Promissory Notes amounting to $1,010,780 (each, a “Note” and collectively, the “Notes”) with the aggregate principal amount of 3 Bitcoin (“BTC”), 47.07 Ethereum (“ETH”), 110,505 XRP (“XRP”), 733.83 Avalanche (“AVAX” and together with BTC, ETH and XRP, the “Tokens”), and $100,000 U.S. Dollars (“USD”).

The Notes bear no interest and mature six months from the date of issuance of each Note (the “Maturity Date”), unless earlier converted or repaid in accordance with its terms.

On the Maturity Date, at each Investor’s election, the Notes are either: (a) converted into a number of shares equal to 135% of the principal amount of each Note divided by the cash value of one share of Common Stock, as determined by the average close price for the prior 10 trading days calculated on the Maturity Date; or (b) (i) if Investor contributes USD, repaid in BTC, in an amount equal to the BTC market value of the principal amount of the Note on the date the Company purchases BTC, or (ii) if Investor contributes Tokens, repaid in the same Token, in the quantity contributed. In case an Investor fails to make a conversion election, the principal amount of each Note shall convert into shares of Common Stock.

An Investor may request full repayment of a Note at any time prior to the Maturity Date. If Investor contributes USD, the Note will be repaid in BTC, in an amount equal to 90% of the BTC market value of the principal amount of the Note on the date the Company purchases BTC. If Investor contributes Tokens, the Note will be repaid in the same Token, in an amount equal to 90% of the quantity of contributed Token.

The Notes contain customary representations, warranties, and covenants of the Company, as well as standard events of default.

Pursuant to the Subscription Agreements, the Company issued to each Investor a number of shares of Common Stock equal to 5% of the principal amount of the Note issued to such Investor, divided by a share price based on the volume-weighted average price over the 10 trading days preceding the date of the Note.

Subsequent to the initial subscription agreements, some convertible promissory notes were repaid or converted to standard promissory notes with the issuance of consideration listed in the original convertible promissory note.

As of March 31, 2026, only the Averitt note, in the amount of $38,772, is still a convertible promissory note. The other notes have either been repaid or reissued as standard promissory notes with the issuance of consideration listed in the original convertible promissory note.

Notes Payable -Other

SBA Loans

● 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 March 31, 2026 the total due on the SBA loans amounted to $11,799.

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 March 31, 2026, the Company had 19,000,000,000 shares of common stock, par value $0.001 authorized. As of March 31, 2026 and December 31, 2025, there were 5,210,040,623 and 5,058,291,867 shares of common stock outstanding, respectively. During the quarter ended March 31, 2026, the company issued 151,748,756 shares of common stock, valued at approximately $151,800, to Starchive.io to complete the rescission of the Starchive Securities Purchase Agreement originally entered into on October 8, 2025 and effectively rescinded as of October16,2025.

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 as the Interim Chief Financial Officer, Chairman of the Board, Secretary, and a member of the Board of Directors of the Company.

Although the shares are not convertible to common stock these Series A Preferred Shares enable Mr. Levy to exercise control over the Company. The 10 Series A Preferred shares convertible shares can be converted into 9,500,000,000 voting shares.

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 March 31, 2026, 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

	Number of Shares		Weighted Average Exercise Price		Weighted Average Remaining Contractual Term (years)

Options outstanding, at December 31, 2024		2,281,349	$	2.26		2.25
Options granted		-
Options cancelled		-
Options exercised		-
Options outstanding, at December 31, 2025		2,281,349	$	2.26		1.25
Options granted		-
Options cancelled		-
Options exercised		-
Options vested and outstanding, at March 31, 2026		2,281,349	$	2.26		1.00

The Company recognized $-0- and $-0- of compensation expense related to stock options for the three months ended March 31, 2026 and 2025, respectively. As of March 31, 2026 these options had no intrinsic value since they were all out of the money as of March 31, 2026.

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.

As of March 31, 2026 the following warrants were outstanding:

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
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
February 2025	Common Stock	February 2030	$	0.00001		15,000,000
May 2025	Common Stock	May 6, 2030	$	0.00001		25,000,000
June 2025	Common Stock	June 30, 2030	$	0.00001		50,000,000
November, 2025	Common Stock	November 26, 2030	$	0.00001		713,915,563

NOTE 9 - COMMITMENTS AND CONTINGENCIES

Legal Contingencies

The Company may from time to time become subject to legal proceedings, claims, and litigation arising in the ordinary course of business. Responding to litigation or administrative proceedings, regardless of whether they have merit, can be expensive and disruptive to normal business operations. We are not able to predict the timing or outcome of these matters but currently do not expect that the resolution of these matters will have a material adverse effect on our financial position or results of operations.

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

Commitments

As part of an agreement with Starchive.io to rescind the Securities Purchase Agreement entered into on October 8, 2025 and effectively rescinded as of October 16, 2025, the Company provided indemnification up to $500,000 as consideration for the rescission, settlement and mutual release of claims arising out of the rescission of the Securities Purchase Agreement.

As part of the Frame Asset Purchase Agreement discussed in Note 4, the Company has agreed to provide funding of $2.0 million within an agreed time frame of 240 days.

NOTE 10 - SUBSEQUENT EVENTS

Frame Agreement Update

The Asset Purchase Agreement requires the Company to fund Frame Intelligence with at least $2.0 million in the aggregate (the “Funding Requirement”) on or before the date that is 120 days after closing, subject to extension at the Company’s option for another 120 days in exchange for a $100,000 payment to Frame Holdings.

As noted above, an agreement to extinguish this option was entered into and signed on July 7, 2026.

The following terms are incorporated into the Confirmation and Variation Agreement:

Agreed Terms

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

You should read the following discussion of our financial condition and results of operations in conjunction with the consolidated financial statements and the related notes included elsewhere in this Quarterly Report on Form 10-Q (“Quarterly Report”) and with our audited consolidated financial statements, including the notes thereto, and Management’s Discussion and Analysis of Financial Condition and Results of Operations included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2024 (the “2024 Annual Report”), as filed with the U.S. Securities and Exchange Commission (“SEC”). In addition to historical consolidated financial information, the following discussion and analysis contain forward-looking statements that reflect our plans, estimates, and beliefs and involve risks and uncertainties. The words “may,” “could,” “should,” “estimate,” “project,” “forecast,” “intend,” “expect,” “anticipate,” “believe,” “target,” “plan” and similar expressions are intended to identify forward-looking statements. Our actual results could differ materially from those anticipated in the forward-looking statements. Factors that could cause or contribute to these differences include those discussed below and elsewhere in this Quarterly Report, as well as risks referenced in our other filings with the SEC.

Overview of Our Business

We are primarily engaged in the business of providing consulting, training, and educational services for distributed ledger technologies (“blockchain”), for individual and corporate clients, enterprises for general blockchain education, as well as for the building of technological infrastructure and enterprise blockchain technology solutions. We currently generate revenues and incur expenses through these consulting and educational operations. The Company believes in the future developments of blockchain and crypto as mass adoption accelerates.

Recent Developments

AJB Debt Conversion Agreement

On November 26, 2025, the Company entered into a Debt Conversion Agreement with AJB Capital Investments LLC. As of the closing, the Company had an outstanding principal balance and accrued but unpaid interest owed to AJB under various notes (collectively, the “Obligations”). Under the Agreement, the parties agreed to convert $3,808,733 of the Obligations (the “Conversion Amount”), representing that portion of the Obligations evidenced by the various notes, into consideration to be delivered at closing. At closing, the Company issued to AJB 446,477,338 shares of the Company’s Common Stock (the “Conversion Shares”), paid AJB $500,000 in cash, and issued to the AJB a pre-funded warrant to purchase up to 713,915,563 shares of the Company’s Common Stock.

The parties acknowledge that, upon closing, all outstanding notes between the Parties will be cancelled and of no further force or effect, except for a single remaining obligation to be evidenced by an amended and restated promissory note (the “New Note”), which shall represent the sole remaining outstanding amount of the Obligations following the closing. In connection with the conversion of the Conversion Amount, the Company and AJB have also agreed that, at closing, they will amend and restate the Securities Purchase Agreement dated November 7, 2024 (the “Restated SPA”), which will provide AJB with a second-priority, subordinated security interest in all assets of the Company pursuant to the Security Agreement dated November 7, 2024 and will govern the issuance of the New Note in the principal amount of $93,386, which shall be the only note outstanding between the parties following the closing.

The Agreement included a leak-out provision under which, upon closing, AJB cannot sell, transfer, or otherwise dispose of Conversion Shares and Warrant Shares in the aggregate in excess of fifteen percent (15%) of the five-day volume-weighted average trading volume of the Company’s Common Stock, or 20,000,000 shares per trading day, without the prior written consent of the Company.

Comparison of the three months ended March 31, 2026 and March 31, 2025

Revenue

Revenues for the three months ended March 31, 2026 and 2025, were $4,047 and $2,856 respectively. The increase in revenue was due to increased demand for blockchain training services.

General and Administrative Expenses

For the three months ended March 31, 2026, our general and administrative expenses were $738,896 compared to $319,943 for the three months ended March 31, 2025. General and administrative expenses consist primarily of costs relating to professional services, payroll, and payroll-related expenses. Professional services included in general and administrative expenses consist primarily of contracting fees, consulting fees, and accounting fees.

Other Income (Expense)

During the three months ended March 31, 2026 other income was $581,249 compared to other expense of $135,695 for the three months ended March 31, 2025. The improvement is primarily attributable to a benefit from the decrease in derivative liability due to the conversion, restructuring or repayment of convertible notes payable, a related decrease in interest expense and a reduction in the loss on extinguishment of debt.

Net Loss

As a result of the foregoing, we recorded a loss of $171,822 or $(0.00) per share for the three months ended March 31, 2026 compared to a loss of $611,582, or $(0.00) per share for the three month period ended March 31, 2025.

Liquidity

Operating Activities

Net cash provided by operating activities was $34,318 for the three months ended March 31, 2026, compared to net cash used by operating activities of $152,824 for the three months ended March 31, 2025. The decrease in net cash used in operating activities during the 2026 period was primarily due to an increase in accounts payable and accrued liabilities and the reduction of cryptocurrency balances.

Investing Activities

Net cash used in investing activities was $-0- and $-0- for the three months ended March 31, 2026 and 2025.

Financing Activities

Net cash used in financing activities for the three months ended March 31, 2026, was $116,607 compared to cash provided by financing activities of $157,995 for the three months ended March 31, 2025. The decrease in net cash provided by financing activities was primarily due to repayments of loans in the 2026 period compared to borrowing in the 2025 period.

Market Conditions, Trends, Events, and Uncertainties

Blockchain

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

Cryptocurrency

We hold digital assets as part of our treasury strategy. The market for digital assets is characterized by significant price volatility, uncertain regulatory frameworks, cybersecurity risks, and limited trading history relative to traditional assets. Digital assets are recorded as indefinite-lived intangible assets and are subject to impairment if fair value declines below carrying value. Impairment losses cannot be reversed, even if market prices recover. As a result, our financial results may not reflect the current market value of our digital asset holdings. If market conditions deteriorate, including price declines or reduced liquidity, our ability to convert digital assets into cash for operational needs could be adversely affected. Regulatory developments or changes in the financial condition of third-party custodians also could limit usage or pose risk of loss.

Other than as discussed in this Quarterly Report and our 2025 Annual Report, we are not aware of any other trends, events, or uncertainties that are likely to have a material effect on our financial condition.

Critical Accounting Policies and Estimates

The preparation of our consolidated financial statements requires us to make estimates that affect the reported amounts of assets, liabilities, revenue and expenses, and the related disclosure of contingent liabilities. We base our judgments on our historical experience and on various other assumptions that we believe are reasonable under the circumstances, the results of which form the basis for making estimates about the carrying value of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions. We have no material changes to our Critical Accounting Policies and Estimates disclosure as filed in our 2025 Annual Report.

Recent Accounting Pronouncements

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

Off-Balance Sheet Transactions

We do not have any off-balance sheet transactions.

ITEM 3. Quantitative and Qualitative Disclosures About Market Risk.

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

ITEM 4. Controls and Procedures.

Evaluation of Disclosure Controls and Procedures

Our management, including our principal executive officer and principal financial officer, conducted an evaluation of the effectiveness of our disclosure controls and procedures, as defined in Rule 13a-15(e) or 15d-15(e) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as of March 31, 2026. Based upon that evaluation, our principal executive officer and principal financial officer concluded that our disclosure controls and procedures were not effective as of March 31, 2026, to provide reasonable assurance that information we are required to disclose in reports that we file or submit under the Exchange Act is (i) recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and (ii) accumulated and communicated to our management, including our principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosures. In designing and evaluating our disclosure controls and procedures, our management recognized that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving their desired control objectives, and our management is required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures.

Changes in Internal Control over Financial Reporting

There have been no changes in our internal control over financial reporting during the period ended March 31, 2026, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II. Other Information

ITEM 1. Legal Proceedings.

See Note 9, Commitments and Contingencies, within the to our condensed consolidated financial statements for a summary of legal proceedings. The Company is subject, from time to time, to various legal proceedings that are incidental to the conduct of its business. The Company is not involved in any pending legal proceeding that it believes would reasonably be expected to have a material adverse effect on its financial condition or results of operations.

ITEM 1A. Risk Factors.

In evaluating us and our common stock, we urge you to carefully consider the risks and other information in this Quarterly Report on Form 10-Q, the Risk Factors disclosed in Item 1A. of Part I of our Annual Report on Form 10-K for the fiscal year ended December 31, 2025, as well as additional risks and uncertainties not currently known to us or that we currently deem immaterial, that could materially and adversely affect our results of operations or financial condition.

Changes in tax laws or regulations may have a material adverse effect on our cash flow, business, financial condition, results of operations or prospects.

New tax laws, statutes, rules, regulations or ordinances could be enacted at any time. Further, existing tax laws, statutes, rules, regulations or ordinances could be interpreted differently, changed, repealed or modified at any time. Any such enactment, interpretation, change, repeal or modification could adversely affect us, possibly with retroactive effect. For example, the U.S. government recently enacted legislation commonly referred to as the One Big Beautiful Bill Act, which (along with prior U.S. federal tax reform legislation) has resulted in significant changes to the taxation of business entities, including, among other changes, the imposition of minimum taxes and excise taxes, changes to the taxation of income derived from international operations, changes in the deduction and amortization of research and development expenditures, and limitations on the deductibility of business interest. Future guidance from the Internal Revenue Service and other tax authorities with respect to these and other legislation may affect us, and certain aspects of such legislation could be repealed or modified in future legislation or sunset in future years. In addition, it is uncertain if and to what extent various states will conform to federal law. We continue to evaluate the impact that these and other tax reforms may have on our business.

Risks Associated with the Shutdown of the United States Government.

The United States federal government has experienced periodic shutdowns. When the government is not funded, non-essential federal employees are furloughed and services are limited or curtailed. A prolonged shutdown may lead to broader economic uncertainty and financial market volatility. These conditions could negatively affect our operations, and overall demand for our services and products.

A prolonged shutdown could slow regulatory approvals, reduce demand from contractors and public-sector customers, and result in hiring freezes or reduced hiring activity among clients that rely on federal contracts or are otherwise affected by economic uncertainty.

Further, a prolonged or future shutdown of the U.S. federal government could materially impact the operations of the SEC. For example, the SEC announced that during the current/ U.S. federal government shutdown, it will not declare registration statements effective. In the event of an extended shutdown, the SEC may operate with limited staff or suspend certain functions altogether, which could delay the review or effectiveness of our filings, including registration statements or other financing-related disclosures. Such delays could adversely affect our ability to access the public markets and obtain necessary capital in order to properly capitalize and continue to fund our operations.

While we strive to mitigate these risks through contingency planning and industry government affairs efforts, the ultimate impact of any government shutdown is difficult to predict and may be outside our control. Any material adverse effects resulting from a government shutdown could have a negative impact on our business, financial position, and results of operations.

As a smaller reporting company, we are subject to scaled disclosure requirements that may make it more challenging for investors to analyze and compare our results of operations and financial prospects.

Currently, we are a “smaller reporting company,” as defined by Rule 12b-2 of the Exchange Act. As a “smaller reporting company,” we are able to provide simplified executive compensation disclosures in our filings and have certain other decreased disclosure obligations in our filings with the SEC, including being required to provide only two years of audited financial statements in annual reports. Consequently, it may be more challenging for investors to analyze our results of operations and financial prospects.

ITEM 3. Defaults upon Senior Securities.

None.

ITEM 4. Mine Safety Disclosures.

Not applicable.

ITEM 5. Other Information.

During the three months ended March 31, 2026, no director or officer of the Company adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K.

During the quarter, the Company completed regulatory review of the restatement of the financial statements included in the Form 10-K for the year ended December 31, 2024, including the impact on prior periods. In connection with this review, the Company updated and enhanced its disclosures to reflect the restatement and provide additional clarity.

ITEM 6. Exhibits.

Exhibit Number		Document

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

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

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

10.4		Securities Purchase Agreement, dated October 8, 2025, by and among the Company, Starchive.io, Inc., its equity holders, and Richard Averitt (incorporated by reference to Exhibit 10.2 of the Company’s Current Report on Form 8-K filed on October 9, 2025).

10.5		Form of Convertible Note (incorporated by reference to Exhibit 10.2 of the Company’s Current Report on Form 8-K filed on October 16, 2025).

10.6		Form of Subscription Agreement (incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K filed on October 9, 2025).

10.7		Third Amendment to Promissory Note, dated September 29, 2025, by and between the Crypto Company and AJB Investments LLC (incorporated by reference to Exhibit 10.2 of the Company’s Current Report on Form 8-K filed on September 29, 2025).

10.8		Form of Subscription Agreement (incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K filed on September 29, 2025).

10.9		Form of Subscription Agreement (incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K filed on August 19, 2025).

10.10		Form of Convertible Note (incorporated by reference to Exhibit 10.2 of the Company’s Current Report on Form 8-K filed on August 19, 2025).

10.11*		Securities Purchase Agreement dated June 30, 2025 by and between the Crypto Company and AJB Investments LLC.

10.12*		Promissory Note dated June 30, 2025 by and between the Crypto Company and AJB Investments LLC.

10.13*		Warrant dated June 30, 2025 by and between the Crypto Company and AJB Investments LLC.

10.14*		Security Agreement dated June 30, 2025 by and Between the Crypto Company and AJB Investments LLC.

10.15*		Confirmation and Variation Agreement by and among Frame Holdings, LTD, Sean Doherty and The Crypto Company

31.1*		Certification of the Company’s Principal Executive Officer, Principal Financial and Accounting Officer pursuant to Rule 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32.1**		Certification of the Company’s Principal Executive Officer, Principal Financial and Accounting Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

101.INS*		Inline XBRL Instance Document

101.SCH*		Inline XBRL Taxonomy Extension Schema

101.CAL*		Inline XBRL Taxonomy Extension Calculation Linkbase

101.DEF*		Inline XBRL Taxonomy Extension Definitions Linkbase

101.LAB*		Inline XBRL Taxonomy Extension Label Linkbase

101.PRE*		Inline XBRL Taxonomy Extension Presentation Linkbase

104*		Cover Page Interactive Data File (embedded within the Inline XBRL document)

* Filed herewith.

** Furnished, not filed.

SIGNATURES

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

Dated: July 13, 2026	THE CRYPTO COMPANY
	(Registrant)

	By:	/s/ Ron Levy
		Ron Levy
		Chief Executive Officer, Interim Chief Financial Officer, Chairman of the Board, and Secretary (Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer)