Crypto Co

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”), Frame Intelligence, LLC (“Frame Intelligence”) 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 and six months ended June 30, 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 June 30, 2026, the Company had cash of $10,157. In addition, the Company’s net loss was $740,014 and $884,719, for the three and six months ended June 30, 2026. The Company had a working capital deficit of $6,388,862 and an accumulated deficit of $57,591,673 as of June 30, 2026. 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 June 30, 2026 the company had $10,157 in cash, approximately $6.4 million in current liabilities and a working capital deficit of $6,388,862 in addition to 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.

As a result of the Company’s history of losses and its current financial condition, management has concluded that substantial doubt exists about the Company’s ability to continue as a going concern and meet its obligations as they become due within one year after the date these financial statements are issued.

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 $38,772 is convertible and has a related derivative liability of $2,487 as of June 30, 2026. The individual note activity is reflected in Note 6.

As of June 30, 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, Technology Convergence Company (formerly Blockchain Training Alliance, Inc.), Frame Intelligence, LLC, and CoinTracking LLC, which is inactive. All significant intercompany accounts and transactions have been 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 $13,768 as of June 30, 2026. The units held, cost basis and fair value of each token is as follows:

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 June 30, 2026 and December 31, 2025 there were $13,768 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 three tofive 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 offive 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.

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 June 30, 2026 and December 31, 2025 the Company hadno 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 toexpire 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.

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.

The table below summarizes the valuation levels and amounts assigned to these assets and liabilities:

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:

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 and six months ended June 30, 2026 and June 30, 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 cash flows.

NOTE 3 – RECENT ACCOUNTING PRONOUNCEMENTS

ASU 2023-08 – Crypto Assets

The Company adopted ASU 2023-08. The standard requires qualifying crypto assets to be measured at fair value with changes recognized in earnings and requires additional disclosures regarding significant holdings.

ASU 2023-07** – Segment Reporting**

The Company has adopted the enhanced disclosure requirements applicable to interim periods and has included the required disclosures in Note 11. ASU 2023-07’s interim requirements apply to the current reporting period.

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

NOTE 4 –ACQUISITIONS AND AGREEMENTS

Frame Agreement

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”).

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 June 30, 2026 and December 31, 2025 we hadno goodwill or intangible assets on our balance sheet.

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.

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, in the original amount of $15,000. The Promissory Note bears interest at the rate of 5% per annum and matured four months from the Advance Date. The maturity date has passed, and the Promissory Note has not been repaid. As of June 30, 2026 and December 31, 2025 the principal balance of $15,000 is included in accounts payable and accrued expenses. Interest continues to accrue at the 5% per annum rate.

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

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 six months ended June 30, 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 June 30, 2026, only one instrument continued to require derivative accounting under ASC 815 as of June 30, 2026. The only instrument requiring derivative accounting treatment at June 30, 2026 was the Averitt note. The change in derivative value for the Averitt note during the six months ended June 30, 2026 was not material.

AJB Capital Note

On December 19, 2025, AJB converted a total of fourteen (14) notes, totaling $2,931,356 in principal and $737,879 in accrued interest owed to AJB for 446,477,338 shares of the Company’s Common Stock plus a cash payment of $500,000 and issued to AJB a pre-funded warrant to purchase up to 713,915,563 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 balance on the remaining AJB Note amounted to $81,934 plus accrued interest of $13,637. At June 30, 2026, balance on the remaining AJB note was $81,934 plus accrued interest of $17,734. The AJB Note is secured by a first priority security interest in all assets of the Company (the “Collateral”) with the security interest subordinated to the TMCF Note.

CoinTracking Note

The CoinTracking Note is past due and continues to accrue interest at a 10% annual rate. A payment of $10,000 was paid in the three months ended June 30, 2026. The noteholder has requested repayment but has taken no further action.

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.

As of December 31, 2025, the balance remaining under the Fast Capital Note was $8,784, with estimated accrued interest of $40,000. In May, 2026, Fast Capital converted the outstanding principal of $8,784 and actual accrued, unpaid interest of $2,275 into 16,280,281 shares of common stock of the Company. The debt has been repaid in full as of June 30, 2026.

The Fast Capital Note had a remaining discount of $10,107 as of December 31, 2025. With the conversion of the note to shares, the Note Discount has been eliminated.

Three Mile Creek

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.

The principal balance of the TMCF Note was due on January 10, 2026. The managing member of the LLC is a related party. No action has been taken with respect to the past due note status. 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 June 30, 2026, the outstanding balance of the Three Mile Creek note is $188,552.

Promissory Notes - Investor

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. Upon conversion of these notes to standard promissory notes, the associated derivative liabilities were derecognized as the replacement instruments do not contain features requiring bifurcation under ASC 815. The Company recognized a gain of $560,930 representing the carrying value of the derivative liabilities at the time of conversion, net of the remaining derivative liability of $2,487 associated with the one note not yet converted.

As of June 30, 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.

The Ryan Crownholm note was repaid in the three months ended March 31, 2026 using the Tokens originally contributed.

The Averitt Note is now past due. The noteholder has made no demand for payment, and no interest is accruing.

The remaining Investor Promissory Notes are due in August, 2026. The noteholders have made no demand for payment, and no interest is accruing.

Notes Payable - Other

Promissory Note – Ron Levy

As disclosed in 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, in the original amount of $15,000. The Promissory Note bears interest at the rate of 5% per annum and matured four months from the Advance Date. The maturity date has passed, and the Promissory Note has not been repaid. As of June 30, 2026 and December 31, 2025 the principal balance of $15,000 is included in accounts payable and accrued expenses. Interest continues to accrue at the 5% per annum rate.

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. As of June 30, 2026 the remaining balance due is $11,622.

● 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 June 30, 2026, the note has been extinguished in full with no remaining balance.

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 June 30, 2026, the Company had 19,000,000,000 shares of common stock, par value $0.001 authorized. As of June 30, 2026 and December 31, 2025, there were 5,505,948,653 and 5,058,291,867 shares of common stock outstanding, respectively. During the six months ended June 30, 2026, the company issued 151,748,756 shares of common stock, valued at approximately $151,749, 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. In addition, during the period, the Company issued 204,782,610 shares pursuant to PIPE subscriptions,74,845,139 shares for employee compensation and other services rendered, and 16,280,281 shares for the extinguishment of the Fast Capital note and accrued interest.

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 andeach share of Preferred Stock is entitled to 950,000,000 votes. The shares are not convertible to common stock. Series A Preferred Stock shares are not entitled to dividends and have no liquidation preference.

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 carry voting power equivalent to 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 June 30, 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.

The Company recognized $-0- of compensation expense related to stock options for the three and six months ended June 30, 2026 and 2025. As of June 30, 2026 these options had no intrinsic value since they were all out of the money as of June 30, 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 June 30, 2026 the following warrants were outstanding:

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. 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. This amount is recorded as an accrued expense as of December 31, 2025 and June 30, 2026.

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

On March 23, 2026, the Company approved and authorized the execution of an Asset Purchase Agreement, dated as of March 20, 2026. On July 7, 2026 a Confirmation and Variation Agreement was executed modifying certain terms in the Asset Purchase Agreement. Both agreements are discussed in detail in Note 4.

Issuance of Common Stock

On July 6, 2026, the Company issued 32,000,000 shares of its common stock to its CEO, Ron Levy, in exchange for a reduction in his accrued, but unpaid, compensation of $100,000.

On the same date, the Company issued 32,000,000 shares of common stock to Three Mile Creek Future LLC in satisfaction of subscriptions of approximately $100,000 received in the six months ended June 30. The Company’s Chief Strategy Officer, Rafael Furst, is the managing member of the LLC.

The Company also issued 73,600,000 shares on that date to investors to satisfy $230,000 of PIPE subscriptions payable as of June 30, 2026

The Company issued 135,000,000 shares as compensation to an employee with a fair value of $148,000 and 51,383,364 shares as non-employee compensation for legal and accounting services with a fair value of $56,522 on July 6, 2026.

Promissory Notes – EKSA Holdings, Practivist and Robert Nail

These notes were due in August, 2026. As of the filing date, they are past due. No demand has been made, no interest is accruing, and no enforcement action has been taken.

Subscription

On August 14, 2026, the Company received an investment of $150,000 from Red Neck Yacht Fund LP in exchange for a subscription to receive 375,000,000 shares of common stock, representing approximately 6.0% of the outstanding shares of the Company after the transaction. In addition, the investor will receive a prepaid warrant to participate in the Company’s next subsequent private placement offering of securities, if any, for gross proceeds of not less than $1,000,000.

NOTE 11 –SEGMENT INFORMATION

The Company operates as asingle reportable segment. The Company’s chief operating decision maker (“CODM”) is its Chief Executive Officer and Interim Chief Financial Officer. The CODM evaluates the Company’s operations and allocates resources based on consolidated financial information.

The Company’s revenues are derived primarily from consulting, training and educational services related to blockchain technology. The accounting polices of the reportable segment are the same as those described in Note 2.

The measure of segment performance reviewed by the CODM is the net loss. Significant information including significant segment expenses reviewed by the CODM include salaries & wages, professional fees and other G&A expenses as follows.