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Crypto Co

For the period ended Jun 30, 2025. Filed Aug 15, 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.

Jun 30, 2025 · Filed Aug 15, 2025

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What changed in Management’s Discussion and Analysis?

Read the current filing

Previous report: 10-Q

Period ended 2025-03-31; filed 2025-06-20.

0001641172-25-015699

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

Current 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

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 48 previous paragraphs and 62 current paragraphs.

39 unchanged; 9 reworded; 11 added; 0 removed; 0 previous and 3 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

In July 2025 the Company initiated a number of steps to implement a new cryptocurrency business strategy. In this regard, the Company borrowed funds from Three Mile Creek Future LLC (“TMCF”) and issued a Promissory Note (the “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.

Current report

On July 22, 2025, the Company entered into a Consulting Agreement effective as of July 1, 2025, with Rafael Furst (the “Consultant”) in connection with Consultant’s appointment as the Company’s Chief Strategy Officer (the “Consulting Agreement”).

Current report

Under the terms of the Consulting Agreement, the Consultant will serve as an independent contractor and provide strategic advisory services to the Company, including advising on the implementation of the Company’s crypto treasury strategy, blockchain education platform, M&A initiatives, and cross-platform product development over a three-month term, unless earlier terminated or extended by mutual written agreement of the parties. In consideration for the services, the Consultant will receive a total of $75,000 for the three-month term, payable on October 1, 2025, in cash or, at the Company’s sole discretion, in fully vested shares of the Company’s common stock at a 25% discount to the volume-weighted average price over the 10 trading days immediately preceding the payment date. The shares issued will be subject to restrictions under the Securities Act of 1933, as amended.

Current report

Either party may terminate the Consulting Agreement at any time prior to the expiration of the term by mutual written agreement. The Consulting Agreement will automatically terminate upon the execution of a definitive employment agreement between the Company and the Consultant.

Current report

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 report

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

Current report

Share-based compensation was $628,473 and $1,706,700 for the six months ended June 30, 2025 and June 30, 2024, respectively.
Reworded paragraphs (9)

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 described in this Current Report on Form 8-K 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 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.

Previous wording

Revenues for the three months ended March 31, 2025 and March 31, 2024, were $2,856 and $14,281 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 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.

Previous wording

Share-based compensation was $158,800 and $463,198 for the three months ended March 31, 2025 and March 31, 2024, respectively.

Current wording

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

Previous wording

As a result of the foregoing we recorded a loss of $611,582 or $(0.00) per share for the three months ended March 31, 2025 compared to a loss of $1,091,905, or $(0.00) per share for the three month ended March 31, 2024.

Current 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.

Previous wording

For the three months ended March 31, 2025, our general and administrative expenses were $319,943, a decrease of $122,887 compared to $442,380 for the period ended March 31, 2024. The decrease is primarily due to decreased activity at BTA. 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, 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.

Previous wording

During the three months ended March 31, 2025 other expense was $135,695 compared to other expense of $200,157 for the three months ended March 31, 2024. The decrease is primarily attributable to a decrease in interest expense to $117,251 during the 2025 period compared to $200,157 in 2024.

Current wording

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.

Previous wording

Net cash used in operating activities was $152,825 for the three months ended March 31, 2025, compared to net cash used by operating activities of $344,505 for the three months ended March 31, 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 $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.

Previous wording

Net cash used in investing activities was $0 and $0 for the three months ended March 31, 2025 and March 31, 2024.

Current wording

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

Previous wording

Net cash from financing activities for the three months ended March 31, 2025, was $157,995, compared to $293,423 for the three months ended March 31, 2024. The decrease in net cash from financing activities was mainly due to the resulting issuance of promissory notes during the three months ended March 31, 2025 to $158,113 compared to $293,600 in the March 31, 2024 period.

Current 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.
Rearranged current paragraphs (3)

Current report — wording carried from elsewhere

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 report — wording carried from elsewhere

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 report — wording carried from elsewhere

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.