Crypto Co
For the period ended Jun 30, 2026. Filed Aug 19, 2026.
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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.
Jun 30, 2026 · Filed Aug 19, 2026
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What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-Q
Period ended 2026-03-31; filed 2026-07-13.
0001493152-26-033087
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-Q
Period ended 2026-06-30; filed 2026-08-19.
0001493152-26-039262
Item 2. 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 39 previous paragraphs and 45 current paragraphs.
26 unchanged; 8 reworded; 11 added; 5 removed; 0 previous and 0 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 (11)
Current report
Frame Asset Purchase Agreement Update
Current report
On July 7, 2026, a Confirmation and Variation Agreement was executed to update the Frame Asset Purchase Agreement extending the Funding Requirement deadline by an additional 120 days and extinguishing the $1.00 Re-acquisition option.
Current report
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.
Current report
The Confirmation and Variation Agreement extinguishes this option.
Current report
The following terms are incorporated into the Confirmation and Variation Agreement:
Current report
Agreed Terms
Current report
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.
Current report
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.
Current report
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.
Current report
The Company is continuing evaluation of the Frame Asset Purchase Agreement. As of June 30, 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.
Current report
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.
Removed paragraphs (5)
Previous report
AJB Debt Conversion Agreement
Previous 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.
Previous 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.
Previous 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.
Previous 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.
Reworded paragraphs (8)
Previous wording
Comparison of the three months ended March 31, 2026 and March 31, 2025
Current wording
Comparison of the three and six months ended June 30, 2026 and June 30, 2025
Previous wording
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.
Current wording
Revenues for the six months ended June 30, 2026 and 2025, were $5,512 and $7,086 respectively. The decrease in revenue was due to decreased demand for blockchain training services.
Previous wording
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.
Current wording
For the six months ended June 30, 2026, our general and administrative expenses were $1,467,216 compared to $1,253,871 for 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.
Previous wording
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.
Current wording
During the six months ended June 30, 2026 other income was $548,728 compared to other expense of $372,923 for the six months ended June 30, 2025. The improvement is primarily attributable to a benefit from the extinguishment of derivative liability due to the conversion and restructuring convertible notes payable, a decrease in interest expense due to a reduction in interest bearing notes and a reduction in the loss on extinguishment of debt.
Previous wording
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.
Current wording
As a result of the foregoing, we recorded a loss of $884,719 or $(0.0002) per share for the six months ended June 30, 2026 compared to a loss of $1,619,708 or $(0.0005) per share for the six months ended June 30, 2025.
Previous wording
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.
Current wording
Net cash used in operating activities was $268,179 for the six months ended June 30, 2026, compared to net cash used in operating activities of $295,437 for the six months ended June 30, 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 Share-based compensation.
Previous wording
Net cash used in investing activities was $-0- and $-0- for the three months ended March 31, 2026 and 2025.
Current wording
Net cash used in investing activities was $-0- for the six months ended June 30, 2026 and 2025.
Previous wording
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.
Current wording
Net cash provided by financing activities for the six months ended June 30, 2026, was $181,130 compared to cash provided by financing activities of $297,951 for the six months ended June 30, 2025. The decrease in net cash provided by financing activities was primarily due to an increase in repayments of loans in the 2026 period compared to the 2025 period.