Crypto Co
For the period ended Dec 31, 2025. Filed Jun 24, 2026.
View on SEC.govAbout this filing
A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.
FY2025 · Filed Jun 24, 2026
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What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-K
Period ended 2024-12-31; filed 2025-06-13.
0001641172-25-015110
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-K
Period ended 2025-12-31; filed 2026-06-24.
0001493152-26-029927
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of OperationsThe 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 50 previous paragraphs and 59 current paragraphs.
30 unchanged; 15 reworded; 14 added; 5 removed; 0 previous and 0 current paragraphs rearranged.
Tables are not compared: 1 previous and 1 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 (14)
Current report
Forward-Looking Statements
Current report
Starchive Rescission
Current report
On March 19, 2026, the Company entered into a Mutual Transfer and Release Agreement (the “Agreement”) with Starchive.io, Inc., a Delaware corporation (“Starchive”), Peter Agelasto IV, Richard G. Averitt, and Digital Relab LLC (collectively, the “Sellers”), and Richard Averitt, solely in his capacity as the Sellers’ representative.
Current report
The Agreement provides for the rescission,ab initio, of that certain Securities Purchase Agreement dated October 8, 2025 (the “SPA”), pursuant to which the Company had acquired 50.1% of the outstanding capital stock of Starchive. The Agreement unwinds and reverses the transactions contemplated by the SPA as if such transactions had never occurred.
Current report
Pursuant to the Agreement, effective as of October 16, 2025 (the “Effective Date”), the Company transferred all of its right, title, and interest in the shares of Starchive acquired under the SPA back to the Sellers. In exchange, the Sellers surrendered to the Company for cancellation an aggregate of 433,633,691 shares of the Company’s common stock, par value $0.001 (“Common Stock”) previously issued to the Sellers under the SPA. All convertible promissory notes issued by the Company to the Sellers in connection with the SPA were surrendered and cancelled, with no principal or interest remaining outstanding.
Current report
The Company agreed to issue 151,748,756 shares of its Common Stock to Starchive valued at approximately $151,800 and provided up to $500,000 in indemnification as consideration for the rescission, settlement, and mutual release of claims arising from the SPA and the transactions contemplated thereby, resulting in an accrued liability of $651,800 on the Company’s balance sheet. Additionally, as a result of the rescission, the Company recorded approximately $427,000 in legal, accounting, and other expenses. In total, the Company recorded $1,078,800 in expenses on its statement of operations for the year ended December 31, 2025.
Current report
AJB Debt Conversion Agreement
Current report
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.
Current report
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.
Current report
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.
Current report
General and administrative expenses
Current report
Other Income (Expense)
Current report
Other income for the year ended December 31, 2025, was $1,151,132 compared to other expense of $1,822,369 during the same period in 2024. The material improvement in other expenses in the 2025 period is primarily attributable to a gain on the forgiveness of debt of $1,545,211 and the change in derivative liability of $755,000 in 2025, compared to $0 and derivative liability expense of $(1,319,366), respectively in 2024. Additionally, interest expense in the 2025 period increased to $1,135,607 compared to $503,003 in 2024 due to numerous financings in 2025 compared to 2024.
Current report
Net cash used in operating activities for the year ended December 31, 2025, was $1,411,627 compared to net cash used of $813,546 for the year ended December 31, 2024. The increase is primarily attributable to an increase in losses in 2025 after subtracting non-cash share-based compensation in both periods, offset by an increase in accounts payable and accrued expenses in the 2025 period compared to 2024.
Removed paragraphs (5)
Previous report
General and administrative expenses, impairment of goodwill and share-based compensation
Previous report
Impairment of goodwill was $$-0- for the year ended December 31, 2024, compared to $1,271,306 for the year ended December 31, 2023.
Previous report
Other (Expense)
Previous report
Other expense for the year ended December 31, 2024 was $503,003 compared to $3,093,999 during the same period in 2023. The decrease in other expenses is primarily attributable to a reduction in interest expense.
Previous report
Net cash used operating activities for the year ended December 31, 2024 was $(813,546) compared to net cash used of $(1,642,136) for the year ended December 31, 2023. The improvement in 2024 was due to a decrease in operating losses net of stock based compensation.
Reworded paragraphs (15)
Previous wording
The following discussion should be read in conjunction with the consolidated financial statements and the related notes contained elsewhere in this Annual Report. In addition to historical information, the following discussion contains forward-looking statements based upon current expectations that are subject to risks and uncertainties. Actual results may differ substantially from those referred to herein due to a number of factors, including, but not limited to, risks generally described in this report.
Current wording
The following discussion should be read in conjunction with the consolidated financial statements and the related notes contained elsewhere in this Annual Report. In addition to historical information, the following discussion contains forward-looking statements based upon current expectations that are subject to risks and uncertainties. Actual results may differ substantially from those referred to herein due to several factors, including, but not limited to, risks generally described in this Annual Report.
Previous wording
For the year ended December 31, 2024, revenues relating to consulting services were $44,814, compared to $197,459 for the year ended December 31, 2023. The decrease in revenue is mainly attributable to a decrease in online sales due onset of artificial intelligence programs that the Company provides, available at no cost from various providers.
Current wording
For the year ended December 31, 2025, revenues relating to consulting services were $18,527 compared to $44,814 for the year ended December 31, 2024. The decrease in revenue is mainly attributable to a decrease in online sales due to increased third party competition.
Previous wording
Cost of services for the years ended December 31, 2024 and December 31, 2023 were $9,394 and $313,756, respectively. The decrease is attributable to the decrease in revenue offset by a slight increase in training revenue. Cost of services of TechCC, a wholly owned subsidiary of the Company, is comprised of payroll expense.
Current wording
Cost of services for the years ended December 31, 2025, and December 31, 2024, were $0 and $9,394, respectively. The decrease is attributable to the decrease in revenue. The cost of services of TechCC, a wholly owned subsidiary of the Company, is comprised of payroll expense. There were no direct payroll costs associated with the 2025 revenue.
Previous wording
For the year ended December 31, 2024, our general and administrative expenses were $890,435 a decrease of 57.5 % compared to $1,548,277 for the year ended December 31, 2023. General and administrative expenses consist primarily of costs relating to professional services, payroll and payroll-related expenses for the Company excluding payroll at TechCC and depreciation and amortization expenses. Professional services included in general and administrative expenses consist primarily of contracting fees, consulting fees, accounting fees, and legal costs. The decrease for the year ended December 31, 2024 reflects decreased costs associated with outside consulting, legal, and accounting costs, and costs incurred to effect the BTA acquisition and other business development efforts.
Current wording
For the year ended December 31, 2025, our general and administrative expenses were $2,573,679, compared to $890,435 for the year ended December 31, 2024. General and administrative expenses consist primarily of costs relating to professional services, payroll, and payroll-related expenses for the Company, excluding payroll at TechCC and depreciation and amortization expenses. The increase in the 2025 period is attributable to one-time general and administrative costs of $1,078,800 related to the rescission of the Starchive.io transaction and increased payroll and professional services fees.
Previous wording
Share-based compensation was $5,285,690 for the year ended December 31, 2024, an increase of 357% compared to $1,155,480 for the year ended December 31, 2023. The increase is primarily attributable to a significant increase in common stock issued for note conversions and the issuance of Preferred A voting stock valued at $3,3032,710 granted to the Company’s CEO. See notes to the financial statements, Note 8. Equity.
Current wording
Share-based compensation was $628,473 for the year ended December 31, 2025, compared to $5,285,690 for the year ended December 31, 2024. The decrease in the 2025 period is attributable to the issuance of Preferred A voting stock valued at $3,032,710 granted to the Company’s CEO.
Previous wording
Our consolidated financial statements are prepared using the accrual method of accounting in accordance with United States (“U.S.”) generally accepted accounting principles (“GAAP”) and have been prepared on a going concern basis, which contemplates the realization of assets and the settlement of liabilities in the normal course of business. The Company has incurred significant losses and experienced negative cash flows since inception. As of December 31, 2024, we had cash on hand of $1,763. Our net loss was $6,643,709 for the year ended December 31, 2024. Our working capital was negative $6,685,767 as of December 31, 2024.
Current wording
Our consolidated financial statements are prepared using the accrual method of accounting in accordance with United States (“U.S.”) generally accepted accounting principles (“GAAP”) and have been prepared on a going concern basis, which contemplates the realization of assets and the settlement of liabilities in the normal course of business. The Company has incurred significant losses and experienced negative cash flows since its inception. As of December 31, 2025, we had cash on hand of $97,205. Our net loss was $1,918,127 for the year ended December 31, 2025. Our working capital was negative $6,210,341 as of December 31, 2025.
Previous wording
During 2024 we funded our operations with various loans as described in this Annual Report on Form 10-K. We intend to continue funding our operations through debt instruments and, if possible, through equity issuances. There can be no assurances that we will be successful in obtaining additional funding, and if funding can be obtained on favorable terms.
Current wording
During 2025, we funded our operations with various loans, convertible debt, and equity issuances, as described in this Annual Report . We intend to continue funding our operations, if possible, through equity issuances. There can be no assurances that we will be successful in obtaining additional funding or that funding can be obtained on favorable terms.
Previous wording
Net cash used in investing activities for the year ended December 31, 2024 was $-0- compared to net cash used of $-0- for the year ended December 31, 2023.
Current wording
Net cash used in investing activities for the year ended December 31, 2025, was $0 compared to net cash used of $0 for the year ended December 31, 2024.
Previous wording
Net cash provided by financing activities for the year ended December 31, 2024 was $742,339 compared to $1,604,500 for the year ended December 31, 2023. The decrease of $822,460 was primarily the result of a decrease in proceeds from issuance of notes payable.
Current wording
Net cash provided by financing activities for the year ended December 31, 2025, was $1,507,069 compared to $742,339 for the year ended December 31, 2024. The increase of $764,730 was primarily due to proceeds from the issuance of convertible notes in 2025 of $1,010,780 compared to $0 in the 2024 period, offset by a decrease in proceeds from notes payable of $742,339 compared to $496,918.
Previous wording
Subsequent to December 31, 2024, we raised approximately $144,000 in cash proceeds from various transactions described in the Notes to the Consolidated Financial Statements- Note 10 Subsequent Events.
Current wording
Subsequent to December 31, 2025, we have raised $270,000 in cash, and 0.2659574468 BTC proceeds (valued at approximately $19,000) from various transactions described in the Note 10 (Subsequent Events) to the Consolidated Financial Statements.
Previous wording
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.
Current wording
Equity instruments (“instruments”) issued to non-employees are recorded based on the fair value of the instruments, as required by ASC 718. ASC No. 505, Equity-Based Payments to Non-Employees (“ASC 505”), defines the measurement date and recognition period for such instruments. In general, the measurement date is (a) when a performance commitment, as defined, 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.
Previous wording
We perform our annual goodwill impairment test on the first day of our fourth quarter based on the income approach, also known as the discounted cash flow (“DCF”) method, which utilizes the present value of future cash flows to estimate fair value. We also use the market approach, which utilizes market price data of companies engaged in the same or a similar line of business as that of our company, to estimate fair value. A reconciliation of the two methods is performed to assess the reasonableness of fair value of each of the reporting units.
Current wording
We perform our annual goodwill impairment test on the first day of our fourth quarter based on the income approach, also known as the discounted cash flow (“DCF”) method, which utilizes the present value of future cash flows to estimate fair value. We also use the market approach, which utilizes market price data of companies engaged in the same or a similar line of business as that of our company, to estimate fair value. A reconciliation of the two methods is performed to assess the reasonableness of the fair value of each of the reporting units.
Previous wording
The future cash flows used under the DCF method are derived from estimates of future revenues, operating income, working capital requirements and capital expenditures, which in turn reflect specific global, industry and market conditions. The discount rate developed is based on data and factors relevant to the economies in which the business operates and other risks associated with those cash flows, including the potential variability in the amount and timing of the cash flows. A terminal growth rate is applied to the final year of the projected period and reflects our estimate of stable growth to perpetuity. We then calculate the present value of the respective cash flows for each reporting unit to arrive at the fair value using the income approach and then determine the appropriate weighting between the fair value estimated using the income approach and the fair value estimated using the market approach. Finally, we compare the estimated fair value of our goodwill and indefinite-lived assets to its respective carrying value in order to determine if the goodwill assigned to each reporting unit is potentially impaired. In January 2017, the Financial Accounting Standards Board (“FASB”) issued ASU 2017-04, “Intangibles-Goodwill and Other (Topic 350): Simplifying the Accounting for Goodwill Impairment”, which eliminated Step 2 from the goodwill impairment test. If the fair value of the asset exceeds its carrying value, goodwill is not impaired and no further testing is required. If the fair value of the asset is less than the carrying value, an impairment charge is recognized for the amount by which the carrying amount exceeds the asset’s fair value; however, the loss recognized should not exceed the total amount of goodwill allocated to that asset.
Current wording
The future cash flows used under the DCF method are derived from estimates of future revenues, operating income, working capital requirements, and capital expenditures, which in turn reflect specific global, industry, and market conditions. The discount rate developed is based on data and factors relevant to the economies in which the business operates and other risks associated with those cash flows, including the potential variability in the amount and timing of the cash flows. A terminal growth rate is applied to the final year of the projected period and reflects our estimate of stable growth to perpetuity. We then calculate the present value of the respective cash flows for each reporting unit to arrive at the fair value using the income approach, and then determine the appropriate weighting between the fair value estimated using the income approach and the fair value estimated using the market approach. Finally, we compare the estimated fair value of our goodwill and indefinite-lived assets to their respective carrying value in order to determine if the goodwill assigned to each reporting unit is potentially impaired. In January 2017, the Financial Accounting Standards Board (“FASB”) issued ASU 2017-04, “Intangibles-Goodwill and Other (Topic 350): Simplifying the Accounting for Goodwill Impairment”, which eliminated Step 2 from the goodwill impairment test. If the fair value of the asset exceeds its carrying value, goodwill is not impaired, and no further testing is required. If the fair value of the asset is less than the carrying value, an impairment charge is recognized for the amount by which the carrying amount exceeds the asset’s fair value; however, the loss recognized should not exceed the total amount of goodwill allocated to that asset.
Previous wording
Significant assumptions used include management’s estimates of future growth rates, the amount and timing of future operating cash flows, capital expenditures, discount rates, as well as market and industry conditions and relevant comparable company multiples for the market approach. Assumptions utilized are highly judgmental, especially given the role technology plays in driving the demand for consulting services in the blockchain technology space. As of December 31, 2023 the Company determined that its investment in BTA was fully impaired and recorded a loss of $1,271,306 in its Statement of Operations.
Current wording
Significant assumptions used include management’s estimates of future growth rates, the amount and timing of future operating cash flows, capital expenditures, discount rates, as well as market and industry conditions and relevant comparable company multiples for the market approach. Assumptions utilized are highly judgmental, especially given the role technology plays in driving the demand for consulting services in the blockchain technology space.
Previous wording
The blockchain technology market is dynamic and unpredictable. Although we undertake compliance efforts, including efforts with commercially reasonable diligence, there can be no assurance that there will not be a new or unforeseen law, regulation or risk factor which will materially impact our ability to continue our business as currently operated or raise additional capital to foster our continued growth.
Current wording
The blockchain technology market is dynamic and unpredictable. Although we undertake compliance efforts, including efforts with commercially reasonable diligence, there can be no assurance that there will not be a new or unforeseen law, regulation or risk factor that will materially impact our ability to continue our business as currently operated or raise additional capital to foster our continued growth.