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Crypto Co

For the period ended Sep 30, 2025. Filed Nov 19, 2025.

View on SEC.gov

About this filing

A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

Sep 30, 2025 · Filed Nov 19, 2025

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What changed in Management’s Discussion and Analysis?

Read the current filing

Previous report: 10-Q

Period ended 2025-06-30; filed 2025-08-15.

0001641172-25-024368

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

Current report: 10-Q

Period ended 2025-09-30; filed 2025-11-19.

0001493152-25-024255

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

The baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.

Compared 62 previous paragraphs and 78 current paragraphs.

45 unchanged; 15 reworded; 17 added; 2 removed; 0 previous and 1 current paragraphs rearranged.

Tables are not compared: 0 previous and 0 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.

A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.

Added paragraphs (17)

Current report

On October 15, 2025, the Company closed on the acquisition of 50.1% of the outstanding capital stock of Starchive.io, Inc., a Delaware corporation, and a leading content management and monetization platform.

Current report

On October 3, 2025, the Company entered into a Subscription Agreement with an accredited investor, White Dwarf LLC (the “Investor”), pursuant to which the Company agreed to sell and issue to the Investor 10,000,000 shares of the Company’s common stock, par value $0.001 for an aggregate purchase price of 0.437411 BTC.

Current report

Also on October 3, 2025, the Company added one additional member to the Company’s Advisory Board, Austin Davis, and issued him 821,573 common shares in exchange for his board advisory services. Additionally, in October 2025 the Company issued 9,684,699 common shares to service providers; and 5,100,000 common shares to a service provider to reduce $26,189 in debt owed to that service provider.

Current report

On September 29, 2025 the Company and AJB entered into a Third Amendment (“Third Amendment”) to the Note originally dated April 12, 2024. The Third Amendment to the Promissory Note amends the Promissory Note, as amended by the First Amendment and Second Amendment to extend the maturity date of the Promissory Note to March 29, 2026. In consideration for the extension of the maturity date, the Company issued to the 30,000,000 shares to AJB valued at $270,000.

Current report

On September 25, 2025, the Company issued 127,000,000 shares to AJB for the conversion of $247,650 in accrued interest on a Promissory Note amounting to $1,180,00 entered into by the Company on May 3, 2022.

Current report

Also on September 25, 2025, the Company issued 5,100,000 shares to David Natan for accounting services performed for the Company in the month of September, as well as 6,891,001 shares to Weinberg Gosner LLP for legal services performed for the Company in the month of September.

Current report

Beginning on September 23, 2025, the Company executed subscription agreements with certain institutional and other accredited investors pursuant to which the Company agreed to sell and issue to the Investors an aggregate of 165,348,837 shares of the Company’s common stock for an aggregate purchase price of $661,000 and 0.43232 BTC. These shares had not been issued as of September 30, 2025, and as a result, were recorded as an accrued liability as of September 30, 2025. The shares were issued on October 7, 2025.

Current report

On September 15, 2025, the Company entered into a Consulting Agreement with Jennifer Leo to provide the Company with social media consulting services. Pursuant to the terms of the Consulting Agreement, the Company has agreed compensate Jennifer Leo with (i) 2,790,698 fully vested shares of the Company’s Common Stock issued on September 15, 2025, (ii) cash of $400 per month, and (iii) a one-time cash payment of $700 upon conclusion of the 12-week term.

Current report

On August 29, 2025 the Company issued 7,800,440 shares each, to two consultants. Each share was valued at $0.004 for a total value of $62,404.

Current report

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

Current report

On August 15, 2025 the Company entered into an agreement with SenaHill Partners LP (“SenaHill”) and JonesTrading (“Jones”) to act as exclusive placement agents and financial advisors for the Company on a one year renewable term beginning on August 11, 2025. SenaHill’s and Jones’ compensation is success-based with no advisory retainer required. The agreement includes a one-year post term tail and a right of first refusal on future advisory agreements. The Company’s purpose of engaging these firms is to source one or private placements of the Company’s securities.

Current report

Under the terms of their engagement with the Company, SenaHill and Jones will receive a 7% fee along with cashless warrants split evenly (3.5% each) on any gross proceeds on any equity that they raise for the Company. The fee percentage on a debt transaction is equivalent to 3% of gross proceeds divided by the market price, and 4% for an “at the market transaction.

Current report

During the three months ended September 30, 2025, the Company added two advisors to the Company’s Advisory Board bring the total to ten members of the Advisory Board. Each advisor receive 7,800,440 common shares from the Company,

Current report

Comparison of the nine months ended September 30, 2025 and September 30, 2024

Current report

During the nine months ended September 30, 2025 other expense was $1,617,551 compared to other expense of $470,156 for the nine months ended September 30, 2024. The increase is primarily attributable to a loss of $925,925 from the extinguishment of debt in the 2025 period compared to no loss in the 2024 period, an increase in interest expense of $422,670 during the 2025 period compared to 2024 related to higher levels of borrowing, offset by a gain of $191,200 on the forgiveness of debt.

Current report

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.
Removed paragraphs (2)

Previous report

Comparison of the six months ended June 30, 2025 and June 30, 2024

Previous report

During the six months ended June 30, 2025 other expense was $372,923 compared to other expense of $393,349 for the six months ended June 30, 2024. The slight decrease in the 2025 period is primarily attributable to a decrease in interest expense during the 2025 period.
Reworded paragraphs (15)

Previous wording

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

Current wording

We are primarily engaged in the business of providing consulting, training, and educational services for distributed ledger technologies (“blockchain”), for individual and corporate clients, enterprises for general blockchain education, as well as for the building of technological infrastructure and enterprise blockchain technology solutions. We currently generate revenues and incur expenses through these consulting and educational operations. We have disposed of our entire ownership interest in CoinTracking GmbH and also divested all of our cryptocurrency assets owned by our former cryptocurrency investment segment, which has ceased operations. However, during the three months ended September 30, 2025, the Company began to establish a multi-coin Digital Asset Treasury comprised of tokens the Company believes represents both the foundation and the future of crypto. The Company believes in the future developments of blockchain and crypto as mass adoption accelerates. The Company intends on holding tokens for the immediate future.

Previous wording

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

Current wording

Effective June 24 and June 25, 2024, the Company entered into stock agreements (each, a “Stock Agreement”) with five separate recipients (each, a “Recipient”). Pursuant to the terms of the Stock Agreements, the Company issued a total of 910,770,639 shares of Company common stock as a bonus granted to certain Recipients who are employees and as a consideration for certain contractors’ services for the Recipients who are contractors. Ronald Levy, Chief Executive Officer, Interim Chief Financial Officer, Chairman of the Board and Secretary of the Company, was one the Recipients. The shares of Company common stock were issued in a private transaction. The shares of Company common stock were offered and sold in reliance upon exemption from the registration requirements under Section 4(a)(2) under the Securities Act of 1933, as amended, and Rule 506(b) of Regulation D promulgated thereunder. Each of the Recipients had access to information about the Company or is a person to whom the Company believes the offer was exempt from registration.

Previous wording

Revenues for the three months ended June 30, 2025 and June 30, 2024, were $4,230 and $9,841, respectively. The decrease in revenue was due to less demand for blockchain training services due to advent of free artificial intelligence programs. Revenue for the 2025 period consisted of fees received for blockchain training and consulting generated by the Company’s BTA subsidiary.

Current wording

Revenues for the three months ended September 30, 2025 and September 30, 2024, were $7,123 and $10,299 respectively. The decrease in revenue was due to less demand for blockchain training services due to advent of free artificial intelligence programs. Revenue for the 2025 period consisted of fees received for blockchain training and consulting generated by the Company’s BTA subsidiary.

Previous wording

For the six months ended June 30, 2025, our general and administrative expenses were $625,397 compared to $686,653 for the period ended June 30, 2024. The decrease is attributable to a reduction in activity at BTA offset by increased professional expenses during the six months ended June 30, 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.

Current wording

For the three months ended September 30, 2025, our general and administrative expenses were $292,918 compared to $309,364 for the period ended September 30, 2024. 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.

Previous wording

Share-based compensation was $469,764 and $439,487 for the three months ended June 30, 2025 and June 30, 2024, respectively.

Current wording

Share-based compensation was $62,404 and $2,751,622 for the three months ended September 30, 2025 and September 30, 2024, respectively.

Previous wording

During the three months ended June 30, 2025 other interest expense was $237,227 compared to other expense of $193,192 for the three months ended June 30, 2024. The increase is solely attributable to an increase in interest expense during the 2025 period related to higher levels of borrowing.

Current wording

During the three months ended September 30, 2025 other expense was $1,244,628 compared to other expense of $76,807 for the three months ended September 30, 2024. The increase is primarily attributable to a loss of $768,350 from the extinguishment of debt in the 2025 period compared to no loss in the 2024 period, an increase in interest expense of $461,541 during the 2025 period compared to the 2024 period related due to higher levels of borrowing; offset by a gain of $62,070 on the forgiveness of debt in 2025.

Previous wording

As a result of the foregoing we recorded a loss of $1,008,125 or $(0.00) per share for the three months ended June 30, 2025 compared to a loss of $874,395, or $(0.02) per share for the three month ended June 30, 2024.

Current wording

As a result of the foregoing, we recorded a loss of $1,631,017 or $(0.00) per share for the three months ended September 30, 2025 compared to a loss of $3,134,855, or $(0.00) per share for the three month period ended September 30, 2024.

Previous wording

Revenues for the six months ended June 30, 2025 and June 30, 2024, were $7,086 and $25,647 respectively. The decrease in revenue was due to less demand for blockchain training services due to advent of free artificial intelligence programs. Revenue for the 2025 period consisted of fees received for blockchain training and consulting generated by the Company’s BTA subsidiary.

Current wording

Revenues for the nine months ended September 30, 2025 and September 30, 2024, were $14,209 and $35,946 respectively. The decrease in revenue was due to less demand for blockchain training services due to advent of free artificial intelligence programs. Revenue for the 2025 period consisted of fees received for blockchain training and consulting generated by the Company’s BTA subsidiary.

Previous wording

For the three months ended June 30, 2025, our general and administrative expenses were $305,454 compared to $243,823 for the period ended June 30, 2024. The increase is primarily due to increased professional fees related to our new initiatives intended to increase revenue. There can be no assurance that these initiatives will be successful. 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.

Current wording

For the nine months ended September 30, 2025, our general and administrative expenses were $918,316 compared to $996,017 for the period ended September 30, 2024. 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.

Previous wording

Share-based compensation was $628,473 and $1,706,700 for the six months ended June 30, 2025 and June 30, 2024, respectively.

Current wording

Share-based compensation was $690,877 and $4,547,212 for the nine months ended September 30, 2025 and September 30, 2024, respectively.

Previous wording

As a result of the foregoing we recorded a loss of $1,619,708 or $(0.00) per share for the six months ended June 30, 2025 compared to a loss of $2,770,314, or $(0.09) per share for the six month ended June 30, 2024.

Current wording

As a result of the foregoing we recorded a loss of $3,250,725 or $(0.00) per share for the nine months ended September 30, 2025 compared to a loss of $5,905,168, or $(0.00) per share for the nine month ended September 30, 2024.

Previous wording

Net cash used in operating activities was $295,436 for the six months ended June 30, 2025, compared to net cash used by operating activities of $601,739 for the six months ended June 30, 2024. The decrease in net cash used in operating activities during the 2025 period was primarily due to a reduction in net loss.

Current wording

Net cash used in operating activities was $1,062,035 for the nine months ended September 30, 2025, compared to net cash used by operating activities of $477,372 for the nine months ended September 30, 2024. The increase in net cash used in operating activities during the 2025 period was primarily due to the purchase of cryptocurrency during the 2025 period, offset by an increase in the net operating losses on cash basis less non-cash items.

Previous wording

Net cash used in investing activities was $0 and $0 for the six months ended June 30, 2025 and June 30, 2024.

Current wording

Net cash used in investing activities was $-0- and $-0- for the nine months ended September 30, 2025 and September 30, 2024.

Previous wording

Net cash from financing activities for the six months ended June 30, 2025, was $297,951 compared to $560,155 for the six months ended June 30, 2024. The decrease in net cash from financing activities was primarily due to a reduction of promissory notes issued during the six months ended June 30, 2025 compared to the 2024 period.

Current wording

Net cash from financing activities for the nine months ended September 30, 2025, was $1,507,226 compared to $411,064 for the nine months ended September 30, 2024. The increase in net cash from financing activities was primarily due to $1,010,780 in proceeds from Convertible notes issued during the nine months ended September 30, 2025 compared to the 2024 period.
Rearranged current paragraphs (1)

Current report — wording carried from elsewhere

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.