Registrant’s telephone number, including area ~~code)~~code: (424)228-9955

Securities registered pursuant to Section 12(g) of the Act:~~None~~Common Stock, par value $0.001 per share

Indicate by check mark if the ~~registrant~~Registrant is a well-known seasoned issuer as defined in Rule 405 of the Securities Act. Yes ☐No☒

Indicate by check mark if the ~~registrant~~Registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐No☒

Indicate by check mark whether the ~~issuer~~Registrant (1) has filed all reports required to be filed by ~~Sections~~Section 13 or 15(d) of the Securities Exchange Act of 1934 during the ~~past~~preceding 12 months (or for such shorter period that the ~~registrant~~Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes☒ No ☐

Indicate by check mark whether the ~~registrant~~Registrant has submitted electronically ~~and posted on its corporate website, if any,~~ every Interactive Data File required to be submitted ~~and posted~~ pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the ~~registrant~~Registrant was required to submit ~~and post~~ such files). Yes ☒ No ☐

Indicate by checkmark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.☒

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated ~~filer”~~filer,” “smaller reporting company” and ~~“smaller reporting~~“emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one):

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the ~~registrant~~Registrant is a shell company (as defined inby Rule 12b-2 of the ~~Exchange~~ Act).☐ Yes ☐ No☒ No

~~Based on~~As of June 30, 2021, the ~~closing price~~value of ~~our~~ common stock ~~as listed on the OTC Bulletin Board, the aggregate market value of the common stock of CROE, Inc.~~ held by non-affiliates was $18,597,217.

Number of shares outstanding of the Registrant’s common stock was 22,462,898as of ~~June 30, 2016 was 0.~~February 25, 2022

~~As of March 3, 2017, we had 11,335,000 shares of common stock issued and outstanding.~~

This report contains forward-looking statements. Forward-looking statements give our current expectations or forecasts of future events. You can identify these statements by the fact that they do not relate strictly to historical or current facts. You can find many (but not all) of these statements by looking for words such as “approximates,” “believes,” “hopes,” “expects,” “anticipates,” “estimates,” “projects,” “intends,” “plans,” “would,” “should,” “could,” “may” or other similar expressions in this report. In particular, forward-looking statements include statements relating to future actions, prospective products, applications, customers and technologies, and future performance or future financial results. These forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from our historical experience and our present expectations or projections. Factors that could cause actual results to differ from those discussed in the forward-looking statements include, but are not limited to:

~~Please see~~Although we believe that the ~~note under “Item 7. Management’s Discussion~~expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance, or achievements. The forward-looking statements are based upon management’s beliefs and ~~Analysis~~assumptions and are made as of ~~Financial Condition and Results~~the date of ~~Operation,” for a description of special factors potentially affecting~~this report. We undertake no obligation to publicly update or revise any forward-looking statements included in this ~~report.~~report to conform such statements to actual results or changes in our expectations. You should not place undue reliance on these forward-looking statements.

~~CROE, Inc. is an early stage fitness apparel company with~~(the “Company”, “Crypto”, “we”, “us” or “our”) was incorporated in the ~~mission~~State of ~~creating supportive, protective, and innovative sports bras and fitness apparel. We were incorporated~~Utah on December 2, 2013, under the name Croe, Inc. On October 3, 2017, the Company filed Articles of Conversion with the Utah Secretary of State and the Nevada Secretary of State to effectively change its state of incorporation to Nevada and filed Articles of Incorporation with the Nevada Secretary of State to change its name to The Crypto Company.

Crypto Sub, Inc. (formerly known as The Crypto Company) (“Crypto Sub”) was incorporated in the ~~state~~State of ~~Utah by~~Nevada on March 9, 2017. On June 7, 2017, Crypto Sub completed a reverse acquisition of Croe, Inc. On October 3, 2017, we changed our ~~principal executive Deborah Thomas.~~name to The Crypto Company to better reflect our new business. Our ~~business office and mailing~~company address is ~~11650 South State Street, Suite 240, Draper, Utah 84020,~~currently located at 23823 Malibu Road, # 50477, Malibu, California and our telephone number is ~~(801) 816-2522.~~(424) 228-9955. Our website ~~is www.croefit.com and~~can be accessed at www.thecryptocompany.com. The information contained on or that may be obtained from our website is not a part of this ~~prospectus.~~report. Currently we operate through one wholly-owned subsidiary Blockchain Training Alliance (“BTA”). We also have one inactive wholly-owned subsidiary CoinTracking, LLC (“CoinTracking”).

~~Business~~During the 2020 and 2021 fiscal years the Company generated revenues and incurred expenses primarily through 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 entered into a Stock Purchase Agreement effective as of March 24, 2021 with BTA and ~~development activities, which include: (i) formation~~its stockholders. On April 8, 2021, the Company completed the acquisition of all of the ~~Company; (ii)~~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.

BTA 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.

We are engaged in the business of providing consulting services and education for blockchain technology and for the building of technological infrastructure and enterprise blockchain technology solutions. During 2021 we generated revenues and incurred expenses solely through these consulting operations. In February 2022 we acquired bitcoin mining equipment and entered into an arrangement with a third party to host and operate the equipment. The mining equipment will mine bitcoin and the Company expects to monetize the bitcoin mined from its equipment starting in the first quarter of 2022.

In furtherance of the development of our blockchain consulting services, we may seek from time to time additional strategic acquisitions of assets and / or majority and minority equity interests in entities and technology with characteristics such as (i) established, protectable and scalable revenues; (ii) substantial market share; (iii) established brand equity and customer loyalty; (iv) proprietary technology with competitive advantages; (v) quality personnel, and (vi) strategic access to international markets. Similarly, we may seek to acquire additional assets that complement our business ~~plan; (iii) development~~or otherwise enter into strategic relationships as a means to grow our business operations and revenues.

We regard our service marks as having significant value and as being important factors in the marketing of our ~~water~~products and ~~radio-wave resistant sportsbra pocket ("CROENest"~~services. Our policy is to pursue registration of our marks whenever possible and to oppose vigorously any infringement of our marks.

The blockchain is a decentralized database or digital “ledger” of transactions across a peer-to-peer network of computers or “nodes” that use the underlying infrastructure of the Internet to validate and process valuable transactions. While using the blockchain, participants can transfer information across the Internet without the need of a central third party. In a financial transaction, the buyer and seller interact directly without the need for verification by a trusted third-party intermediary. The actual record of the transaction is pseudonymous, but the identifying information is encrypted, preventing personal information from being shared.

We have a number of competitors, ranging in size, consisting primarily of other similar consulting firms. We believe our main competitors are ConsenSys, Natsoft Corporation, Quest Global Technologies, and CGI Inc. In addition, global audit and assurance firms typically provide consulting services. Additionally, there are numerous additional other companies that indirectly compete with us in the educational space.

Various uses of blockchain technology are subject to regulation by various governmental entities such as the U.S. Securities and Exchange Commission (the “SEC”), the U.S. Commodities Future Trading Commission (“CFTC”), Federal Trade Commission (“FTC”), and the Financial Crimes Enforcement Network (“FinCEN”) of the U.S. Department of the Treasury) and governmental bodies in other countries. Other regulatory bodies are governmental or semi-governmental and have shown an interest in regulating or investigating companies engaged in the blockchain business (NASDAQ, NYSE, FINRA, state securities commissions).

Blockchain aimed regulations are evolving with agencies investigating businesses and their practices, gathering information, and generally trying to understand the risks and uncertainties in order to protect investors in these businesses. Regulations will likely increase, in many cases, although it is presently not possible to know how they will increase, how regulations will apply to the Company’s businesses, or when they will be effective. Various bills have also been proposed in congress for adoption-related to the Company’s business which may be adopted and have an impact on it. As the regulatory and legal environment evolves, the Company may become subject to new laws and further regulation by the SEC and other ~~apparel;(iv) development of our brand; (v)~~agencies, although the Company is not currently trading in digital assets and ~~marketing and sales of CROEhats and jewelry. We have not completed development of our CROENest and other apparel and there is~~has no ~~assurance that we will be successful~~intention to trade in ~~completing the development.~~digital assets.

From our inception on December 2, 2013, until the present, we have had limited operating activities. During the year ended December 31, 2016, we had no revenues and have operated through a combination of related party loans and the sale of our common stock. We have used all proceeds from the loans and the offering for working capital.Employees

Our goal is to help people to fearlessly pursue their passions finding great purpose in living them. We intend to provide products that will help with this endeavor in many ways. Our team is developing a product that every runner, cyclist and active person may want. It is being created to be functional, and protective at the same time.

Consistent with CROE’s philosophy of encouraging individuals to pursue their passions, the company is dedicated to supporting and promoting causes in the areas of health, education, and athletics. With the resources acquired through business expansion, CROE is committed to assisting individuals and communities achieve a higher quality of life through these three areas.

CROE was created in 2013 to protect the athlete on the inside and the outside through its unique fitness clothing. With developing technology the founders of CROE have developed fitness apparel and devices that are unique in the marketplace.

Due to concerns in relation to the epidemic of breast cancer, and several studies that have cast doubt on the prevailing belief that cell phone radiation is “generally safe”, we have taken measures to make sure that our products provide the maximum protection for women from potentially harmful cell phone radiation.

The creators of CROE are athletes that were looking for ways to improve their running, and cycling experiences. After ruining many cell phones because of moisture from sweat they put their ideas together and created the CROENest. The CROENest was developed to function as a pocket that securely holds your cell phone while you are exercising. It not only holds your phone securely next to your body but it does it in a water proof “nest” that is also 99.9% radiation proof protecting your breasts from the harmful effects of cell phone radiation. It also has a separate pocket for cash, credit card, I.D and a small pocket to carry chap stick that is also sun screen and a smudge stick to prevent chaffing.

The pocket also has an area for a tiny phone charger we are in the process of developing that is a charger giving your phone an extra 10 to 12 hours of charge on one side and on the other it is runner’s mace! This gives you the peace of mind while running out doors that you will always have phone battery and protection from harm.

Three excellent skin compatible fabrics for radio frequency shielding (cellphones and cell tower radiation, cordless phones, wi-fi, radar, microwave oven leakage, TV broadcast etc). Extremely thin silver coated copper wires are spun with cotton or polyester yarns, then woven into washable, comfortable, and durable fabrics with the look and feel of normal fabric.

~~OKEO-TEX 100 certified to contain no harmful substances, and independently tested for shielding performance. Non-conductive surface, no grounding needed. Does not contain flame retardant.~~

~~NATURELL is a translucent, unbleached ecological cotton fabric. Typical application as canopies, curtains or drapes.~~

~~Certificates: Öko-Tex 100 Class 1 (gentle enough for baby underwear)~~

~~Full four season product to market calendar including development, sales, production and fulfillment schedule.~~

~~Product finishing, UPC service setup, EDI service setup, Warehouse and Third Party Logistics (3PL) setup, backend inventory management and order fulfillment systems.~~

~~Guide and integrate sales plans/strategies into marketing and distribution initiatives.~~

~~Primarily Instagram, Facebook and Youtube; plans to utilize Twitter and Pinterest~~

~~Ads, contests, current themes (line drops, sponsored events, promotions, etc.)~~

~~Utilizing celebrity social networks to advertise and network~~

~~Co-promote with investment in event and ROI on event sales, plus sales of merchandise~~

~~Co-promote with no investment in event, just sales of merchandise and exposure~~

~~Philanthropic events to promote and help fund local causes~~

~~Setup at these events in Arizona, California, Colorado, Nevada and Utah~~

~~Whatever regions retail stores carry our product in, we will have a presence at events in those regions.~~

~~In the summer of 2017, CROE plans on attending one or two national trade shows and at least a half dozen regional trade shows.~~

~~National trade shows include Agenda, Magic and/or Capsule, in order of priority. These are all in Las Vegas.~~

~~Regional trade shows would primarily be in Utah, but also looking to do some in Colorado, Arizona, Nevada and California.~~

~~Mostly in local publications, but also in a few strategic national publications.~~

The national athletic apparel market continues to dominate the U.S. retail segment of the economy. According to the New York Times, athletic and sports footwear made up about $21 billion dollars of the $63 billion dollar sporting goods market in 2015. Internationally, sports apparel and footwear sales have jumped 42% to $270 billion over the past seven years.

According to a new report by Allied Market Research titled, "World Sports Apparel - Market Opportunities and Forecasts, 2016-2020", the world sports apparel market is expected to generate revenue of $184.6 billion by 2020, growing at a CAGR of 4.3% during the forecast period, 2015-2020. Growing health awareness, increasing disposable income and a surge in female participation in sports are the major factors driving the growth of the world sports apparels market.

The sports apparel market is categorized, based on end users, into apparels for men, women and kids. The men segment dominates the world sports apparel market, constituting around 52% of the total market revenue. The women segment is the second biggest contributor, expected to grow at a relatively higher CAGR of 5.7% during the forecast period, on account of the growing interest and participation of women in different sports activities.

Due to the extreme growth in athletic apparel, a significant number of start-ups are getting into the business. However, most lack the relationships, experience and resources to be successful. One of the most daunting challenges any company faces is being able to manufacture, produce and effectively market their products for their product sales initiatives. We believe that CROE has the relationships, experience, and resources to do just that.

The athletic apparel industry is highly competitive and rapidly changing. Our ability to compete depends upon many factors within and outside our control, including the timely development and introduction of our athletic clothing and its enhancements, its functionality, performance, reliability, customer service and support and marketing efforts. Due to the relatively low barriers to entry in the textiles market, we expect additional competition from other emerging companies. Many of our existing and potential competitors are substantially larger than us and have significantly greater financial, technical and marketing resources. As a result, they may be able to respond more quickly to fashion changes and have greater resources for the development and promotion of their products. There can be no assurance that we will be able to compete successfully against current or future competitors or that competitive pressure will not have a material adverse effect on our business, operating results and financial condition.

As of December 31, ~~2016,~~2021, we had ~~two~~10 full-time employees. ~~Our chief executive officer and director, Deborah Thomas oversees~~We believe that our ~~day to day operations and product development. Our secretary and Director Elliot Polatoff, oversees~~future success will depend in part on our financial matters. CROE uses the services of various contract personnel from time to time. We intend to hire additional employees and independent contractors on an as needed basis. Although national unemployment rates remain high relative to historical averages, there exists a significant amount of competition for skilled personnel in the athletic apparel industry. Nevertheless, we expect to be ablecontinued ability to attract, hire and retain ~~such additional employees as are necessary, commensurate with the anticipated future expansion~~qualified personnel. None of our ~~business. Further,~~employees is represented by a labor union, and we ~~expect to continue to use consultants, contract labor, attorneys and accountants as necessary.~~

CROE is subject to the information requirements of the Securities Exchange Act of 1934, as amended, and in accordance therewith files quarterly and annual reports, as well as other information with the Securities and Exchange Commission (“Commission”) under File No. 000-55726. Such reports and other information filed with the Commission can be inspected and copied at the public reference facilities maintained by the Commission at 450 Fifth Street, N.W., Washington, D.C. 20549 at prescribed rates, and at various regional and district offices maintained by the Commission throughout the United States. Information about the operation of the Commission’s public reference facilities may be obtained by calling the Commission at 1-800-SEC-0330. The Commission also maintains a website at~~http://www.sec.gov~~believe that ~~contains reports and other information regarding the Company and other registrants that file electronic reports and information with the Commission.~~our employee relations are good.

~~Since we are~~As a ~~smaller~~“smaller reporting ~~company, we are~~company” as defined by Item 10 of Regulation S-K, the Company is not required to ~~supply~~provide the information required by this ~~Item 1A.~~Item.

~~None.~~Not applicable. As a “smaller reporting company” as defined by Item 10 of Regulation S-K, the Company is not required to provide information required by this Item 1B.

~~Our principal executive offices are~~The Company rents space on a month-to-month basis located at 11650 South State Street, Suite 240, Draper, Utah 84020. We lease our offices at this location pursuant to a written lease with a term from October 1, 2016 to December 31, 2017. We occupy approximately 500 square feet at this location in exchange for $500 per month. To date, we have not paid rent. We believe that our office facilities are suitable and adequate for our operations as currently conducted and contemplated.23823 Malibu Road, # 50477, Malibu, California 90265.

~~We are not currently a party to any legal proceedings, and we are not aware of any pending or potential legal actions.~~None

From time to time, we may also become a party to certain legal proceedings incidental to the normal course of our business including the enforcement of our rights under contracts with purchasers and suppliers. While the outcome of these legal proceedings cannot at this time be predicted with certainty, we do not expect that these proceedings will have a material effect upon our financial condition or results of operations.

~~ITEM~~Item 5. ~~MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES.~~Market for Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

~~We have filed an application~~The following table sets forth the high and low bid prices for ~~a new symbol with FINRA~~our common stock for the periods indicated as reported by the OTC Grey market. The bid quotations reported by the OTC Grey market reflect inter-dealer prices, without retail mark-up, mark-down, or commission, and ~~are awaiting our symbol. We had approximately 28 registered~~may not represent actual transactions.

The Company has issued equity awards in the form of stock options pursuant to The Crypto Company 2017 Equity Incentive Plan (the “2017 Plan”), which was approved by stockholders on August 24, 2017. Under the terms of the 2017 Plan, a total of 5,000,000 shares of stock were reserved for issuance and / or as stock options.

The following table sets forth information about the 2017 Plan as of December 31, ~~2016. Registered holders do~~2021:

As of December 31, 2021, there remain 2,718,571 shares available for issuance under the 2017 Plan or that are not ~~include those stockholders whose~~otherwise reserved under outstanding stock ~~has been issued in street name. Our stock is not yet quoted on an exchange but the last price per share offered to investors was $.05 per share.~~options.

We have not paid any cash dividends on our common stock since inception and do not anticipate paying cash dividends in the foreseeable future. We expect that that any future earnings will be retained for use in developing and/or expanding our business.

~~On December 2, 2013, we issued 10,000,000 shares of our common stock to Deborah Thomas, the Company’s Chief Executive Officer and Chairman for services rendered.~~

~~On September 20, 2016, the Company issued an aggregate of 220,000 shares of unregistered common stock to certain accredited investors in exchange for cash in the aggregate amount of $11,000.~~None.

~~On September 21, 2016, the Company issued an aggregate of 560,000 shares of unregistered common stock to certain accredited investors in exchange for cash in the aggregate amount of $28,000.~~

~~On October 12, 2016, we issued 50,000 shares of our common stock to Ellliott Polatoff, a director of the Company for services rendered.~~

~~On October 12, 2016, we issued 15,000 shares of our common stock to John D. Thomas, the Company’s General Counsel and spouse of Deborah Thomas for legal services rendered.~~

~~On October 14, 2016, the Company issued an aggregate of 70,000 shares of its common stock to certain consulting personnel for services provided.~~

~~On December 9, 2016, the Company issued 200,000 shares of unregistered common stock to an accredited investor in exchange for cash in the amount of $10,000.~~

~~On January 3, 2017, the Company issued an aggregate of 50,000 shares of unregistered common stock to certain accredited investors in exchange for cash in the aggregate amount of $2,500.~~

~~On January 4, 2017, the Company issued an aggregate of 170,000 shares of unregistered common stock to certain accredited investors in exchange for cash in the aggregate amount of $8,500.~~

With respect to the transactions noted above. Each of the recipients of securities of the Company was an accredited investor, or is considered by the Company to be a “sophisticated person”, inasmuch as each of them has such knowledge and experience in financial and business matters that they are capable of evaluating the merits and risks of receiving securities of the Company. No solicitation was made and no underwriting discounts were given or paid in connection with these transactions. The Company believes that the issuance of its securities as described above was exempt from registration with the Securities and Exchange Commission pursuant to Section 4(2) of the Securities Act of 1933.

The SEC has also adopted rules that regulate broker-dealer practices in connection with transactions in “penny stocks” as such term is defined by Rule 15g-9. Penny stocks are generally equity securities with a price of less than $5.00 (other than securities registered on certain national securities exchanges or quoted on the Nasdaq system provided that current price and volume information with respect to transactions in such securities is provided by the exchange or system).

Our shares constitute penny stocks under the Exchange Act. The shares may remain penny stocks for the foreseeable future. The classification of our shares as penny stocks makes it more difficult for a broker-dealer to sell the stock into a secondary market, which makes it more difficult for a purchaser to liquidate his or her investment. Any broker-dealer engaged by the purchaser for the purpose of selling his or her shares in CROE will be subject to the penny stock rules.

The penny stock rules require a broker-dealer, prior to a transaction in a penny stock not otherwise exempt from those rules, deliver a standardized risk disclosure document approved by the SEC, which: (i) contains a description of the nature and level of risk in the market for penny stocks in both public offerings and secondary trading; (ii) contains a description of the broker’s or dealer’s duties to the customer and of the rights and remedies available to the customer with respect to a violation to such duties or other requirements of the Securities Act; (iii) contains a brief, clear, narrative description of a dealer market, including bid and ask prices for penny stocks and significance of the spread between the bid and ask price; (iv) contains a toll-free telephone number for inquiries on disciplinary actions; (v) defines significant terms in the disclosure document or in the conduct of trading in penny stocks; and (vi) contains such other information and is in such form as the SEC shall require by rule or regulation. The broker-dealer also must provide to the customer, prior to effecting any transaction in a penny stock, (i) bid and offer quotations for the penny stock; (ii) the compensation of the broker-dealer and its salesperson in the transaction; (iii) the number of shares to which such bid and ask prices apply, or other comparable information relating to the depth and liquidity of the market for such stock; and (iv) monthly account statements showing the market value of each penny stock held in the customer’s account.

In addition, the penny stock rules require that, prior to a transaction in a penny stock not otherwise exempt from those rules, the broker-dealer must make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser’s written acknowledgment of the receipt of a risk disclosure statement, a written agreement to transactions involving penny stocks, and a signed and dated copy of a written suitability statement. These disclosure requirements will have the effect of reducing the trading activity in the secondary market for our stock because it will be subject to these penny stock rules. Therefore, stockholders may have difficulty selling those securities.

~~ITEM~~Item 7. ~~MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS~~Management’s Discussion and Analysis of Financial Condition and Results of Operations

This report contains forward-looking statements that involve risks and uncertainties. ~~We use words such as anticipate, believe, plan, expect,~~These statements relate to future ~~intend~~events or our future financial performance. In some cases, you can identify forward-looking statements by terminology including, “could” “may”, “will”, “should”, “expect”, “plan”, “anticipate”, “believe”, “estimate”, “predict”, “potential” and ~~similar expressions to identify such forward-looking statements. You should not place too much reliance on~~the negative of these ~~forward-looking statements. Our actual~~terms or other comparable terminology. These statements are only predictions. Actual events or results ~~are likely to~~may differ ~~materially from those anticipated in~~materially.

While these forward-looking statements, ~~for many reasons.~~and any assumptions upon which they are based, are made in good faith and reflect our current judgment regarding the direction of our business, actual results will almost always vary, sometimes materially, from any estimates, predictions, projections, assumptions or other future performance suggested in this Annual Report.

~~Overview~~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.

We are engaged in the business of providing consulting services and education for blockchain technology and for the building of technological infrastructure and enterprise blockchain technology solutions. We currently generate revenues and incur expenses solely through these consulting and education operations. We have disposed of our entire ownership interest in CoinTracking GmbH and also divested substantially all of our cryptocurrency assets owned by our former cryptocurrency investment segment, which has ceased operations.

On March 11, 2020, the World Health Organization (“WHO”) declared the COVID-19 outbreak to be a ~~fitness apparel company with~~global pandemic. In addition to the ~~mission of making~~devastating effects on human life, the ~~most supportive, protective, innovative sports bras and fitness apparel~~pandemic is having a negative ripple effect on the global economy, leading to disruptions and volatility in the global financial markets, causing global supply chain disruptions and contributing to shortages in the labor market. ~~Our principal sources of revenues will result from~~Most U.S. states and many countries at times have issued policies intended to stop or slow the development and sale of fitness apparel. Expenses which comprise the costs of goods sold include the acquisition price of raw materials, as well as operational and staffing costs for the development, storage and delivery of our fitness products. General and administrative expenses have been comprised of administrative wages and benefits; occupancy and office expenses; outside legal, accounting and other professional fees; travel and other miscellaneous office and administrative expenses. Selling and marketing expenses include selling/marketing wages and benefits, advertising and promotional expenses, as well as travel and other miscellaneous related expenses.

Because we have incurred losses, income tax expenses are immaterial. No tax benefits have been booked related to operating loss carryforwards, given our uncertainty of being able to utilize such loss carryforwards in future years. We anticipate incurring additional losses during the coming year.

~~Following is management’s discussion~~further spread of the ~~relevant items affecting results~~disease.

COVID-19 and the U.S.’s response to the pandemic have contributed to economic volatility. There are no comparable events that provide guidance as to the effect the COVID-19 pandemic may have, and, as a result, the ultimate effect of ~~operations for~~ the pandemic is highly uncertain and subject to change. We do not yet know the full extent of the effects on the economy, the markets we serve, our business or our operations.

Comparison of the fiscal years ended December 31, ~~2016~~2021 and ~~2015.~~December 31, 2020

For the ~~years~~year ended December 31, ~~2016 and 2015~~2021, revenues relating to consulting services were ~~$-0- and $308, respectively.~~

~~Cost of Sales~~~~. Cost of sales for the years ended December 31, 2016 and 2015 were $-0- and $74, respectively.~~

~~Professional and accounting fees~~~~. Professional and accounting fees for the years ended December 31, 2016 and 2015 were $36,301 and $861, respectively. The Company expects professional and accounting fees~~$434,552, compared to ~~increase in the future due to the fees associated with the Company filings with the Securities and Exchange Commission.~~

~~Other operating expenses.~~ ~~Total other operating expenses for the years ended December 31, 2016 and 2015 were $13,774 and $4,883, respectively.~~

~~Other income and expenses.~~ Total other expenses for the years ended December 31, 2016 and 2015 were $344 and $-0-, respectively. The expenses incurred were interest expenses related to a promissory note issued by the Company during 2016.

~~Net Income (Loss).~~~~Net loss~~$14,400 for the year ended December 31, ~~2016 was $50,419~~2020. The increase in revenue is attributable to the acquisition of BTA. The operations of BTA became consolidated with Company operations on April 8, 2021.

Cost of services for the periods ended December 31, 2021 and December 31, 2020 were $273,796 and $-0- respectively. The increase is attributable to the acquisition of BTA and is comprised of payroll expense.

For the year ended December 31, 2021, our general and administrative expenses were $1,471,226 an increase of 96.1% compared to ~~net loss of $5,510~~$749,930 for the year ended December 31, ~~2015.~~2020. General and administrative expenses consist primarily of costs relating to professional services, payroll and payroll-related expenses for the Company excluding payroll at BTA, 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 increase for the year ended December 31, 2021 reflects increased costs associated with being a public company including outside consulting, legal, and accounting costs, and costs incurred to effect the BTA acquisition and other business development efforts.

Share-based compensation was $736,144 for the year ended December 31, 2021, a decrease of 100% compared to $2,321,673 for the year ended December 31, 2020. Share-based compensation decreased due to discretionary option issuances in 2020 as compared to no issuances in 2021.

Other income for the year ended December 31, 2021 was 1,293,483 compared to $239,486 during the same period in 2020. The increase is other income is primarily attributable to the recovery of token investments that had been previously written off amounting to to $1,164,662 during the year ended December 31, 2021.

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, ~~2016, our~~2021, we had cash on hand of $75,699. Our loss before provision for income taxes from continuing operations was $785,630 for the year ended December 31, 2021. Our working capital ~~deficit~~was negative $2,216,422 as of ~~$11,444~~December 31, 2021.

We have incurred, and expect to continue to incur, significant expenses in the areas of professional fees and contracting services.

Net cash used in operating activities for the year ended December 31, 2021 was ~~comprised~~$152,241 compared to net cash used of ~~total current~~$302,812 for the year ended December 31, 2020. The decrease of was primarily due to improved profitability in 2021, net of non- cash share based compensation.

Net cash used in investing activities for the year ended December 31, 2021 was $786,1515 compared to net cash provided $209,935 for the year ended December 31, 2020. The difference is primarily attributable to the purchase by the Company of BTA in 2021 amounting to $786,1515 in cash used, as well as 208,964 in gain from the sale of cryptocurrency in 2020 compared to -0- in the 2021 period.

Net cash provided by financing activities for the year ended December 31, 2021 was $987,765, compared to $117,592 for the year ended December 31, 202019. The increase of $870,173 was primarily the result of an increase of proceeds from common stock issuance of $825,000 in 2021.

Subsequent to December 31, 2021, we raised approximately $1,307,000 in cash proceeds from various transactions described in Notes to the Financial Statements- Note 8 Subsequent Events

In accordance with ASC No. 718, Compensation-Stock Compensation (“ASC 718”), the Company measures the compensation costs of stock-based compensation arrangements based on the grant date fair value of granted instruments and recognizes the costs in financial statements over the period during which employees are required to provide services. Stock-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 stock-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.

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 ~~$7,778~~input has different levels of subjectivity and ~~total current~~difficulty involved in determining fair value.

The carrying amounts of the Company’s financial assets and liabilities, including cash, accounts payable, and accrued liabilities approximate fair value because of ~~$19,222.~~ the short maturity of these instruments.

We ~~continued~~test for the impairment of our goodwill and indefinite-lived assets at least annually and whenever events or circumstances occur indicating that a possible impairment has been incurred.

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 ~~consume~~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.

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 ~~pursuit~~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 ~~business plan utilizing proceeds~~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 ~~advances from related parties~~the goodwill impairment test. If the fair value of the asset exceeds its carrying value, goodwill is not impaired and ~~sales~~no further testing is required. If the fair value of ~~common stock.~~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.

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. Based on the analysis that we performed at December 31, 2021, we determined that there was no impairment of our goodwill or intangible assets.

The Company recognizes consulting revenue when the service is rendered, the fee for arrangement is fixed or determinable, and collectability is reasonably assured.

Deferred tax assets and liabilities are recognized for expected future consequences of events that have been included in the 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 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.

The COVID-19 pandemic and the U.S.’s response to the pandemic are having an adverse effect on the global economy, leading to disruptions and volatility in the global financial markets. Most U.S. states and many countries have issued policies intended to stop or slow the further spread of the disease. There are no comparable events that provide guidance as to the ~~Company’s current capital resources~~effect the COVID-19 pandemic may have, and, as a result, the ultimate effect of the pandemic is highly uncertain and subject to change. We do not yet know the full extent of the effects on the economy, the markets we serve, our business or our operations.

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 ~~sufficient to fund its operating activity and other capital resource demands during the next year. Our~~a new or unforeseen law, regulation or risk factor which will materially impact our ability to continue our business as ~~a going concern is contingent upon~~currently operated or raise additional capital to foster our ~~ability~~continued growth.

We cannot assure you that our consulting business will develop as planned, that we will ever earn revenues sufficient to ~~obtain capital through the sale~~support our operations, or that we will ever be profitable. Furthermore, since we have no committed source of ~~equity or issuance of debt, and ultimately attaining profitable operations. We expect that any~~ financing, we ~~receive will be similar to what we have heretofore received over the previous two years to enable us to operate. We~~ cannot assure you that we will be able to ~~successfully complete any of these activities.~~

~~The independent registered public accounting firm’s report on our financial statements~~raise money as ~~of December 31, 2016, includes a “going concern” explanatory paragraph that describes substantial doubt about the Company’s ability~~and when we need it to continue ~~as a going concern. Management’s plans in regard to the factors prompting the explanatory paragraph are discussed below and also in Note 7 to the financial statements.~~

~~We are presently seeking additional debt and equity financing to provide sufficient funds for payment of obligations incurred and to fund~~ our ~~ongoing business plan.~~

We expect to generate revenue pursuant to our new business plan and expect to rely on equity and debt financings to fund our capital resources requirements. We will be dependent on additional debt and equity financing to develop our new business butoperations. If we cannot ~~assure you~~raise funds as and when we need them, we may be required to severely curtail, or even to cease, our operations.

Other than as discussed above and elsewhere in this Annual Report on Form 10-K, we are not aware of any trends, events or uncertainties that ~~any such financings will be available or will otherwise be made on terms acceptable~~are likely to ~~us, or that our present shareholders might suffer substantial dilution as a result.~~

Net cash used in operating activities was $41,322 during the year ended December 31, 2016, with a net loss of $50,419, common stock issued for services of $6,750, inventory write off of $2,013, and an increase in accounts payable and accrued expenses of $334.

~~During the year ended December 31, 2016, the Company had no net cash flows from investing activities.~~

During the year ended December 31, 2016, the Company had $49,100 in net cash provided by financing activities which consisted of the sale of common stock in the amount of $49,000 and advances from related parties of $100.

Financial Reporting Release No. 60, published by the SEC, recommends that all companies include a discussion of critical accounting policies used in the preparation of their financial statements. While all these significant accounting policies impact our financial condition and results of operations, we view certain of these policies as critical. Policies determined to be critical are those policies that have the most significant impact on our financial statements and require management to use a greater degree of judgment and estimates. Actual results may differ from those estimates.

~~We believe that given current facts and circumstances, it is unlikely that applying any other reasonable judgments or estimate methodologies would cause~~ a material effect on our ~~results of operations,~~ financial ~~position or liquidity for the periods presented in this report.~~condition.

~~We believe the following more critical accounting policies are used in the preparation of our financial statements:~~

~~Cash Equivalents include short-term, highly liquid investments with maturities of three months or less at the time of acquisition.~~

Revenue is recognized upon delivery of goods where the sales price is fixed or determinable and collectibility is reasonably assured. Revenue is not recognized until persuasive evidence of an arrangement exists. Product sales were solely derived from the resale of clothing and other fashion items. Product sales are not warranted by the Company and may be subject only to warranties that may be provided by the product manufacturer. For the periods presented, all sales were from online stores.

The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

~~Advertising costs, which were not material for the periods presented, are expensed as incurred.~~

Basic net loss per common share is based on the weighted average number of shares outstanding during the periods presented. Diluted earnings per share is computed using the weighted average number of common shares plus dilutive common share equivalents outstanding during the period. There are no common stock equivalents as of December 31, 2016 and for the periods presented.

~~Research and development costs, which were $-0- and $2,521 for the years ended December 31, 2016 and 2015, respectively, are expensed as incurred.~~

~~The Company has evaluated recent accounting pronouncements and believes that none of them will have a material effect on the Company’s financial statements.~~

The Company accounts for its stock based compensation under ASC 718 “Compensation – Stock Compensation” using the fair value based method. Under this method, compensation cost is measured at the grant date based on the value of the award and is recognized over the service period, which is usually the vesting period. This guidance establishes standards for the accounting for transactions in which an entity exchanges its equity instruments for goods or services. It also addresses transactions in which an entity incurs liabilities in exchange for goods or services that are based on the fair value of the entity’s equity instruments or that may be settled by the issuance of those equity instruments.

In order to continue as a going concern, the Company will need, among other things, additional capital resources. Management’s plans to obtain such resources for the Company include (1) obtaining capital from the sale of its securities, and (2) short-term borrowings from shareholders or related party when needed. However, management cannot provide any assurance that the Company will be successful in accomplishing any of its plans.

The ability of the Company to continue as a going concern is dependent upon its ability to successfully accomplish the plans described in the preceding paragraph and eventually secure other sources of financing and attain profitable operations.

Our independent registered public accounting firm’s report contains an explanatory paragraph which has expressed substantial doubt about our ability to continue as a going concern, which may hinder our ability to obtain future financing.

This report contains or incorporates by reference forward-looking statements within the meaning of the United States Private Securities Litigation Reform Act of 1995 concerning our future business plans and strategies, the receipt of working capital, future revenues and other statements that are not historical in nature. In this report, forward-looking statements are often identified by the words “anticipate,” “plan,” “believe,” “expect,” “estimate,” and the like. These forward-looking statements reflect our current beliefs, expectations and opinions with respect to future events, and involve future risks and uncertainties which could cause actual results to differ materially from those expressed or implied.

~~Other uncertainties that could affect the accuracy of forward-looking statements include:~~

~~the willingness and ability of third parties to honor their contractual commitments;~~

~~our ability to raise additional capital, as it may be affected by current conditions in the stock market and competition for risk capital;~~

~~our capital expenditures, as they may be affected by delays or cost overruns;~~

~~environmental and other regulations, as the same presently exist or may later be amended;~~

~~our ability to identify, finance and integrate any future acquisitions; and~~

This list is not exhaustive of the factors that may affect any of our forward-looking statements. You should read this report completely and with the understanding that our actual future results may be materially different from what we expect. These forward-looking statements represent our beliefs, expectations and opinions only as of the date of this report. We do not intend to update these forward looking statements except as required by law. We qualify all of our forward-looking statements by these cautionary statements.

~~ITEM~~Item 7A. ~~QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK~~Quantitative and Qualitative Disclosures about Market Risk.

As a “smaller reporting company” as defined by Item 10 of Regulation S-K, the Company is not required to provide the information required by this Item.

~~ITEM~~Item 8. ~~FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.~~Financial Statements and Supplementary Data

Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

~~REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM~~Item 9A. Controls and Procedures

Internal Control over Financial Reporting and Evaluation of Disclosure Controls and Procedures.

Conclusions Regarding the ~~Board~~Effectiveness of ~~Directors~~Disclosure Controls and ~~Stockholders of~~Procedures

I have audited the accompanying balance sheets of CROE, Inc. (the “Company”)as of December 31, 2016 and 2015 and the related statements of operations, stockholders’ deficit, and cash flows for the years then ended. These financial statements are the responsibility of the Company’s management. My responsibility is to express an opinion on these financial statements based on my audits.

I conducted my audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that I plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. I believe that my audits provide a reasonable basis for my opinion.

In my opinion, the financial statements referred to above present fairly, in all material respects, the financial position of CROE, Inc. as of December 31, 2016 and 2015 and the results of its operations and cash flows for the years then ended in conformity with accounting principles generally accepted in the United States.

The accompanying financial statements referred to above have been prepared assuming that the Company will continue as a going concern. As discussed in Note 8 to the financial statements, the Company’s present financial situation raises substantial doubt about its ability to continue as a going concern. Management’s plans in regard to this matter are also described in Note 8. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

CROE, Inc. (the Company) was incorporated in the State of Utah on December 2, 2013. The Company is a fitness apparel company with the mission of creating supportive, protective, and innovative sports bras and fitness apparel for the market. Our featured product in development is the "CroeNest", a pocket in our sports bras and exercise pants that is sweat resistant and radiation resistant for athletes and exercise enthusiasts. In addition, we have created other apparel with our unique branding and trademarks. Our motto is "Fearless Determination," and our corporate goal is to instill a healthy and strong lifestyle to our customers through our products.

This summary of significant accounting policies of the Company is presented to assist in understanding the Company’s financial statements. The financial statements and notes are representations of the Company’s management who are responsible for their integrity and objectivity. These accounting policies conform to accounting principles generally accepted in the United States of America and have been consistently applied in the preparation of the financial statements. The following policies are considered to be significant:

~~The Company recognizes income and expenses based on the accrual method of accounting. The Company has elected a calendar year-end.~~

~~Cash equivalents are generally comprised of certain highly liquid investments with original maturities of less than three months.~~

Inventory, consisting of clothing and other fashion products available for sale, are accounted for using the First-in, First-out (“FIFO”) method and are carried at the lower of cost or market value.

~~Shipping costs, which were not material for the periods presented, are expensed as incurred and included in operating expenses.~~

~~Advertising costs, which were not material for the periods presented, are expensed as incurred.~~

~~Research and development costs, which were $-0- and $2,521 for the years ended December 31, 2016 and 2015, respectively, are expensed as incurred.~~

The Company accounts for income taxes using the asset and liability method. Under this method, deferred income taxes are determined based on the difference between the financial statement and tax bases of assets and liabilities using enacted tax rates in effect for the year in which differences are expected to reverse. A valuation allowance is established to reduce deferred tax assets if it is more likely than not that all or some portion of such deferred tax assets will not be realized. A full allowance against deferred tax assets was provided as of December 31, 2016 and 2015.

~~The Company has evaluated recent accounting pronouncements and believes that none of them will have a material effect on the Company’s financial statements.~~

The advances from related party liability at December 31, 2015 ($17,149) was due to John Thomas, the husband of the founder and Chief Executive Officer of the Company. The liability was non-interest bearing and due on demand. On October 1, 2016 the advances were converted into a promissory note. See Note 4.

On October 1, 2016, the Company issued a promissory note to convert the advances from related party in the amount of $17,249. The note, which was assigned in December 2016 from John Thomas to a Company consultant, bears interest at 8% and is due on demand. As of and for the year ended December 31, 2016, accrued interest and interest expense on the note was $334.

~~The Company has 50,000,000 shares of common stock authorized with a par value of $0.001. 10,000,000 shares of common stock were issued to the founder of the Company on incorporation.~~

~~During the year ended December 31, 2016, the Company sold a total of 980,000 shares of its common stock to individual investors at a price of $0.05 per share or $49,000 total.~~

On October 14, 2016 (effective October 2, 2016), the Company issued a total of 135,000 shares of its common stock to 7 service providers for services rendered. 50,000 of the shares were issued to Elliott Polatoff, a director of the Company, and 15,000 of the shares were issued to John D. Thomas P.C., a law firm owned by the husband of the founder and Chief Executive Officer of the Company. The stock was valued at a price of $0.05 per share or $6,750 total.

The income tax provision differs from the amount of income tax determined by applying the U.S. federal income tax rate of 35% to pretax income for the years ended December 31, 2016 and 2015 due to the following:

~~Net deferred tax assets consist of the following components as of December 31, 2016 and 2015:~~

Based on management’s present assessment, the Company has not yet determined it to be more likely than not that a deferred tax asset of $21,155 attributable to the future utilization of $60,444 of net operating loss carryforwards will be realized. Accordingly, the Company has maintained a 100% allowance against the deferred tax asset in the financial statements at December 31, 2016. The Company will continue to review this valuation allowance and make adjustments as appropriate. The net operating loss carryforwards expire $11,265 in year 2034, $5,510 in year 2035, and $43,669 in year 2036.

Current Unites States income tax law limits the amount of loss available to be offset against future taxable income when a substantial change in ownership occurs. Therefore, the amount available to offset future taxable income may be limited.

Our financial instruments consist of cash and cash equivalents, accounts payable and accrued liabilities, advances from related party, and note payable. The carrying amount of these assets and liabilities approximate fair value due to their short-term nature.

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates the realization of assets and satisfaction of liabilities in the normal course of business. The Company has sustained significant net losses which have resulted in an accumulated deficit at December 31, 2016 of approximately $67,000 and has experienced periodic cash flow difficulties, all of which raise substantial doubt regarding the Company’s ability to continue as a going concern.

Continuation of the Company as a going concern is dependent upon obtaining additional working capital. The management of the Company has developed a strategy which it believes will accomplish this objective through additional sales of common stock which will enable the Company to continue operations for the coming year. These financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts, or amounts and classification of liabilities that might result from this uncertainty.

~~During the year ended December 31, 2016, the Company paid legal fees of $26,500 to John D. Thomas P.C., a law firm owned by the husband of the founder and Chief Executive Officer of the Company.~~

~~During the year ended December 31, 2016, the Company paid consulting fees of $5,000 to Elliott Polatoff, a director of the Company.~~

On October 1, 2016, the Company executed a Sublease Agreement with Acadia Properties LLC for the rental of office space. The agreement, which has a term from October 1, 2016 to December 31, 2017, provides for monthly rent of $500 commencing January 1, 2017.

~~In January 2017, the Company sold a total of 220,000 shares of its common stock to 8 individual investors at a price of $0.05 per share or $11,000.~~

~~On January 3, 2017, the Company paid legal fees of $4,000 to John D. Thomas P.C., a law firm owned by the husband of the founder and Chief Executive Officer of the Company.~~

~~On January 3, 2017, the Company paid $4,000 to Elliott Polatoff, a member of the Company's board of directors, for consulting services.~~

~~ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.~~

On September 29, 2016, we engaged Michael T. Studer CPA P.C. (“Studer”), independent registered public accounting firm, as our independent accountant. Prior to the engagement of Studer, the Company has not consulted with Studer regarding either:

~~We have not had any disagreements with any of our existing accountants during the past two fiscal years.~~

(a) We maintain a system of controls and procedures designed to ensure that information required to be disclosed by us in reports that we file or submit under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported within time periods specified in the SEC’s rules and forms and to ensure that information required to be disclosed by us in the reports that we file or submit under the Securities Exchange Act of 1934, as amended, is accumulated and communicated to our management, including our ~~Chief Executive Officer~~principal executive officer and Principal Financial Officer, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure. As of December 31, 2016, under the supervision and with the participation of our Chief Executive Officer and Principal Financial Officer, management has evaluated the effectivenessprincipal financial officer, conducted an evaluation of the ~~design and operation~~effectiveness of our disclosure controls and ~~procedures.~~procedures, as defined in Rule 13a-15(e) or 15d-15(e) of the Exchange Act, as of December 31, 2021. Based ~~on that evaluation,~~upon management’s hiring of two independent SEC accounting consultants with extensive public company experience and the ~~Chief Executive Officer and Principal Financial Officer~~Company’s adoption of new policies relating to disclosure controls management concluded that ~~our~~the Company’s disclosure controls and procedures were ~~effective.~~

~~As permitted by applicable SEC rules, this report does not include an attestation report~~effective as of our independent registered public accounting firm regarding internal control over financial reporting. Management’s report, which is included below, was not subject to attestation by our registered public accounting firm pursuant to temporary rules of the SEC that permit us to provide only management’s report in this annual report.

~~(b) There were no changes in our internal control over financial reporting during the yearended~~ December 31, ~~2016 that materially affected, or is reasonably likely to materially affect, our internal controls~~2021.

Management’s Annual Report on Internal Control over ~~financial reporting.~~Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting as ~~such term is~~ defined in ~~Rules~~Rule 13a-15(f) or 15d-15(f) promulgated under the Exchange Act.

~~Our~~ Those rules define internal control over financial reporting isas a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles and includes those policies and procedures that:

~~Internal control systems, no matter how well designed, have~~Because of its inherent ~~limitations. Therefore, even those systems that are determined to be effective provide only reasonable assurance with respect to~~limitations, internal controls over financial ~~statement preparation and presentation. Also, projections~~reporting may not prevent or detect misstatements. Projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Management assessed the effectiveness of our internal control over financial reporting ~~based on~~as of December 31, 2021. In making this assessment, our management used the criteria ~~for effective internal control over financial reporting described~~established in Internal ~~Control – Integrated~~Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission ~~as determined to apply to a company our size.~~(COSO 2013).

Based on its assessment, management has concluded that ~~we maintained effective~~as of December 31, 2021, our disclosure controls and procedures and internal control over financial reporting ~~as of~~were effective.

There was no change in our internal control over financial reporting that occurred during the quarter ended December 31, ~~2016.~~2021 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

Management does not expect that our disclosure controls and procedures or our internal control over financial reporting will prevent or detect all errors and all fraud. Controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving their objectives and management necessarily applies its judgment in evaluating the cost-benefit relationship of possible controls and procedures. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the Company have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of a simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the controls. The design of any system of controls also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Over time, controls may become inadequate because of changes in conditions, or deterioration in the degree of compliance with the policies or procedures. Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected.

Effective February 23, 2022, the Company entered into two separate Purchase Agreement and Bill of Sales to purchase a total of 215 cryptocurrency miners (each, a “Purchase Agreement”). The first Purchase Agreement was entered into with Bitmine Immersion Technologies, Inc. (“BIT”) whereby the Company agreed to purchase a total of 95 miners for a total purchase price of $337,500 and the second Purchase Agreement was entered into with Innovative Digital investors, LLC (“IDI”) whereby the Company agreed to purchase a total of 120 miners for a total purchase price of $696,000. In each case the Company paid one half of the purchase price at closing (effective February, 25, 2022) and the other half of the purchase price is payable in accordance with a 10% unsecured promissory note delivered to each of BIT and IDI. The promissory note delivered to BIT is in the principal amount of $168,750, is payable in two installment payments, and has a maturity date of May 15, 2022. The promissory note delivered to IDI is in the principal amount of $348,000, is payable in four installment payments, and has a maturity date of October 15, 2022.

On February 24, 2022, the Company borrowed additional funds pursuant to the terms of a Securities Purchase Agreement (the “Feb. SPA”) entered into with AJB Capital Investments, LLC (“AJB”), and issued a Promissory Note in the principal amount of $300,000 (the “Feb. Note”) to AJB in a private transaction for a purchase price of $275,000 (giving effect to an original issue discount). After payment of the fees and costs, the net proceeds to the Company were $257,000, which will be used for working capital and other general corporate purposes.

The maturity date of the Feb. Note is August 24, 2022, but it may be extended for six months upon the consent of AJB and the Company. The Feb. Note bears interest at 10% per year, and principal and accrued interest is due on the maturity date. The Company may prepay the Feb. Note at any time without penalty. The Company’s failure to make required payments under the AJB Note or to comply with various covenants, among other matters, would constitute an event of default. Upon an event of default under the Feb. SPA or Feb. Note, the Feb. Note will bear interest at 18%, AJB may immediately accelerate the Feb. Note due date, AJB may convert the amount outstanding under the Feb. Note into shares of Company common stock at a discount to the market price of the stock, and AJB will be entitled to its costs of collection, among other penalties and remedies.

The Company provided various representations, warranties, and covenants to AJB in the Feb SPA. The Company’s breach of any representation or warranty, or failure to comply with the covenants would constitute an event of default. Also pursuant to the Feb. SPA, the Company paid AJB a commitment fee of 60,000 unregistered shares of the Company’s common stock (the “commitment fee shares”). If, after the sixth month anniversary of closing and before the thirty-sixth month anniversary of closing, AJB has been unable to sell the commitment fee shares for $150,000, then the Company may be required to issue additional shares or pay cash in the amount of the shortfall. However, if the Company pays the Feb. Note off before its maturity date, then the Company may redeem 24,000 of the commitment fee shares for one dollar. Pursuant to the Feb. SPA, the Company also issued to AJB a common stock purchase warrant (the “warrant”) to purchase 200,000 shares of the Company’s common stock for $5.25 per share. The warrant expires on February 24, 2025. The warrant also includes various covenants of the Company for the benefit of the warrant holder and includes a beneficial ownership limitation on the holder that, in certain circumstances, may serve to restrict the holder’s right to exercise the warrant. The Company also entered into a Security Agreement with AJB pursuant to which the Company granted to AJB a security interest in substantially all of the Company’s assets to secure the Company’ obligations under the Feb. SPA, Feb. Note and warrant.

The offer and sale of the Feb. Note and the warrant was made in a private transaction exempt from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”), in reliance on exemptions afforded by Section 4(a)(2) of the Securities Act and Rule 506(b) of Regulation D promulgated thereunder.

Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.

Set forth below is certain information regarding our current executive officers and directors. Each of the directors was elected to serve until our next annual meeting of stockholders or until his or her successor is elected and qualified. Our officers are appointed by, and serve at the pleasure of, the board of directors.

Biographical information with respect to our executive officers, directors and key employees is provided below. There are no family relationships between any of our executive officers, directors or key employees.

Ron Levy. Mr. Levy, 62, has served as our Chief Executive Officer and a Director since May 2018 and Interim Chief Financial Officer since December 2019. Mr. Levy has also served as our Chief Operating Officer since June 2017. Mr. Levy’s experience includes consulting for various emerging growth companies through various growth cycles. He also serves as Chief Operating Officer and beneficial owner at Redwood Fund, LP, a private investment fund and major stockholder of the Company, since February 2014, and Ladyface Capital, LLC, the General Partner of Redwood Fund, LP, since July 2013.

Anthony Strickland. Mr. Strickland, 51, has served as a member of the Board since June 2017 and currently serves as President and Chief Executive Officer of Strong America, an advocacy group and political action committee, since June 2017. Mr. Strickland is a former member of the California State Senate, representing District 19 from 2008 to 2012, and a former California Assemblyman, representing the 37th District from 1998 to 2004. He served as Vice President of GreenWave Energy Solutions LLC, a company that seeks to harness the power of ocean waves to provide energy to Californians, from January 2007 to November 2008. Mr. Strickland earned his B.A. in political science from Whittier College. Because of his experience in legislation and ability to offer guidance on regulatory matters, we concluded that Mr. Strickland should serve as a member of the Board.

Holly Ruxin. Ms. Holly Ruxin, 51, has served as a member of the Board since April 2018 and currently serves as Chief Executive Officer of ~~Directors~~Montcalm TCR, a San Francisco-based wealth management and capital markets trading firm. Ms. Ruxin began her investment career at Goldman Sachs in the fixed income derivatives arena, and she has managed client assets and led private client teams at Morgan Stanley, Montgomery Securities and Bank of America for over twenty years. Ms. Ruxin is also the founder of Trevor TCR, a non-profit organization designed to invest in what matters and achieve transformation through giving. Ms. Ruxin received a Master of Business Administration in Finance from Columbia University and a Bachelor of Arts in Economics from the University of Michigan. We determined that Ms. Ruxin should serve as a director because of her extensive asset management and capital markets experience.

The Company has adopted a Code of Conduct and Ethics that applies to every director, officer and employee of the Company. Such Code of Conduct and Ethics includes written standards that are reasonably designed to deter wrongdoing and to promote:

A copy of the Code of Conduct and Ethics is available on the Company’s website at www.thecryptocompany.com.

The Company does not have any defined procedures by which stockholders may submit nominations for directors and there has been no change to that policy.

The board of directors ~~consists~~has an Audit Committee comprised of its two independent board members, Holly Ruxin and Anthony Strickland. Ms. Ruxin serves as the Chair of that committee. The Audit Committee oversees the accounting and financial reporting processes of the Company and the audits of the Company’s consolidated financial statements.

The following ~~two individuals:~~table provides information regarding the total compensation for services rendered in all capacities that was earned during the fiscal year indicated by our named executive officers for 2021.


	29(2)	The total CEO’s salary for the years ended December 31, 2021 and December 31, 2020 was $360,000 per year. The total salary for the two years amounted to $720,000 of which $576,316 of this amount has been deferred and is recorded in accrued expenses on the Company’s balance sheet as of December 31, 2021.

~~Table~~

(3)

Reflects the issuance of ~~Contents~~1,250,000 fully vested stock options valued a $1.00 per share using Black Scholes methodology under GAAP to determine the value of the options.

~~Neither~~During the year ended December 31, 2020, the Company issued a total of our board members is an “independent director” in accordance with the published listing requirements of the NYSE Euronext Stock Exchange. The independence definition of the NYSE includes a series of objective tests, such as that the director is not, and has not been for at least three years, one of our employees and that neither the director, nor any of his family members has engaged in various types of business dealings with us. In addition, we are required500,000 stock options to ~~consider “all relevant facts and circumstances” in making our determination as to the independence of our directors.~~

~~Although we anticipate compensating the~~non-employee members of ~~our~~its board of directors, in1,250,000 stock options to its chief executive officer, and 170,000 stock options to others. The Company did not grant any options to its officers or directors during the ~~future at industry levels, current members are~~2021 fiscal year.

We currently do not ~~paid cash compensation for their service as directors. Each director may be reimbursed for certain expenses incurred in attending~~offer any employee benefit plans, including any 401(k) plan.

The board of directors of the Company does not have a compensation committee. The board of directors determines the amount and ~~committee meetings.~~form of executive and director compensation.

As previously disclosed, the Company entered into Director Services Agreements with each of its non-employee directors, effective April 7, 2018 for Holly Ruxin, and June 7, 2018 for Anthony Strickland. Pursuant to the Director Service Agreements, each director is be entitled to receive (i) a fee of $80,000 per annum, payable quarterly, and (ii) a ten-year option to purchase 100,000 shares of common stock of the Company at an exercise price of $10.00 per share, which option shall be fully vested on the six-month anniversary of the date of grants. In addition, Mr. Strickland received an additional option grant to purchase 150,000 shares of common stock of the Company at an exercise price of $7.00 per share, which option was fully vested on the grant date. In 2020 each director was granted an option exercisable to purchase 250,000 shares of Company common stock. Additionally, subject to certain exceptions, each director is entitled to receive reimbursement for reasonable expenses incurred for the benefit of the Company.

~~Although various items were reviewed and approved by~~The table below summarizes the ~~Board of Directors via unanimous written consent during 2016, the Board held no in-person meetings during~~compensation earned or paid to our non-employee directors for the fiscal year ended December 31, ~~2016.~~2021:

~~We do not have Audit or Compensation Committees~~Item 12. Security Ownership of ~~our board of directors. Because of the lack of financial resources available to us, we also do not have an “audit committee financial expert” as such term is described~~Certain Beneficial Owners and Management and Related Stockholder Matters

The disclosure in Item ~~401~~5 under the heading “Securities Authorized for Issuance Under Equity Compensation Plans” is hereby incorporated by reference.

Security Ownership of ~~Regulation S-K promulgated by the SEC.~~Certain Beneficial Owners and Management

~~Changes in Procedures by which Security Holders May Recommend Nominees to the Board~~

Any security holder who wishes to recommend a prospective director nominee should do so in writing by sending a letter to the Board of Directors. The letter should be signed, dated and include the name and address of the security holder making the recommendation, information to enable the Board to verify that the security holder was the holder of record or beneficial owner of the company’s securities as of the date of the letter, and the name, address and resumé of the potential nominee. Specific minimum qualifications for directors and director nominees which the Board believes must be met in order to be so considered include, but are not limited to, management experience, exemplary personal integrity and reputation, sound judgment, and sufficient time to devote to the discharge of his or her duties. There have been no changes to the procedures by which a security holder may recommend a nominee to the Board during our most recently ended fiscal year.

Deborah Thomas and Elliott Polatoff are our executive officers. Mses. Thomas is our Chief Executive Officer as well as our principal accounting and financial officer. Mr. Polatoff is our Secretary. The business background of Mses. Thomas and Mr. Polatoff are detailed above.

We are required to identify each person who was an officer, director or beneficial owner of more than 10% of our registered equity securities during our most recent fiscal year and who failed to file on a timely basis reports required by Section 16(a) of the Securities Exchange Act of 1934.

During the fiscal year ended December 31, 2016, based solely upon a review of such materials as are required by the Securities and Exchange Commission, no officer, director or beneficial holder of more than ten percent of our issued and outstanding shares of Common Stock failed to timely file with the Securities and Exchange Commission any form or report required to be so filed pursuant to Section 16(a) of the Exchange Act of 1934.

The Company expects that its Officers and Directors will maintain appropriate standards of honesty and ethical conduct in connection with the performance of their duties on behalf of the Company. In recognition of this expectation, the Company has adopted a Code of Ethics. The purpose of this Code of Ethics is to codify standards the Company believes are reasonably necessary to deter wrongdoing and to promote honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships and full, fair, accurate, timely and understandable disclosure in reports and documents that the Company files with, or submits to, the Securities and Exchange Commission (the “SEC”), or other regulatory bodies and in other public communications made by the Company.

The following table summarizes the total compensation for the two fiscal years ended December 31, 2016 of each person who served as our principal executive officer or principal financial and accounting officer collectively, (the “Named Executive Officers”) including any other executive officer who received more than $100,000 in annual compensation from the Company. We did not award any stock options or non-equity incentive plan compensation to any Named Executive Officer during the two years ended December 31, 2016, thus these items are omitted from the table below:

~~There is no other arrangement or understanding between our directors and officers and any other person pursuant to which any director or officer was or is to be selected as such.~~

Our Named Executive Officers did not have any unexercised options or stock awards that have not vested outstanding at the end of our last fiscal year. Except for a stock grant of 50,000 shares of common stock to our Secretary Elliott Polatoff, we did not grant any equity awards to our Named Executive Officers or directors during 2016.

~~ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS.~~

The following table sets forth certain information as of February 23, 2022 regarding the beneficial ownership of our common stock by the following persons:

Percentage ownership of our ~~directors and executive officers, and each person known to us to beneficially own 5% or more of the outstanding~~common stock is based on 22,462,898 shares of our common stock ~~and our executive officers and directors as a group,~~outstanding as of ~~March 3, 2016.~~ February 23, 2022.

Beneficial ownership is determined in accordance with the rules of the SEC, and ~~includes~~thus represents voting or investment power with respect to ~~the~~our securities. Unless otherwise indicated ~~we believe that~~in the footnotes to the following table, each ~~beneficial owner set forth~~person named in the table has sole voting and investment ~~power~~power. The address for each of our named executive officers and ~~has~~directors is c/o The Crypto Company, 23823 Malibu Road #50477, Malibu, California 90265. Shares of common stock subject to options, warrants or other rights currently exercisable or exercisable within 60 days of February 23, 2022, are deemed to be beneficially owned and outstanding for computing the ~~same address~~share ownership and percentage of the stockholder holding the options, warrants or other rights, but are not deemed outstanding for computing the percentage of any other stockholder.

Our directors and executive officers and any beneficial owner of more than 10% of our common stock, as ~~us. Our address is 11650 South State Street, Suite 240, Draper, Utah 84020. As~~well as certain affiliates of ~~March 3, 2016, we had 11,335,000~~those persons, must file reports with the SEC showing the number of shares of common stock ~~issued~~they beneficially own and ~~outstanding~~any changes in their beneficial ownership. Based on our review of these reports and ~~0 shares of preferred stock issued and outstanding. The following table describes the ownership~~written representations of our ~~voting securities (i)~~directors and executive officers, we believe that all required reports in 2021 were filed in a timely manner, except that, as a result of administrative errors, one Form 4 reporting a private transaction effected in July 2021 involving Imperial Strategies, LLC and its beneficial owners was not timely filed by ~~each~~Imperial Strategies, LLC and other parties that might be deemed to have an interest in Imperial Strategies, LLC.

As of the date of this report, we are not aware of any arrangements, including any pledge by any person of our ~~officers~~securities, the operation of which may at a subsequent date result in a change in control of the Company.

Item 13. Certain Relationships and ~~directors, (ii) all~~Related Transactions, and Director Independence

SEC regulations define the related person transactions that require disclosure to include any transaction, arrangement or relationship in which the amount involved exceeds the lesser of $120,000 or 1% of the average of our ~~officers~~total assets at year-end for the last two completed fiscal years in which we were or are to be a participant and ~~directors as~~in which a ~~group, and~~related person had or will have a direct or indirect material interest. A related person is: (i) an executive officer, director or director nominee of the Company, (ii) a beneficial owner of more than 5% of our common stock, (iii) ~~each person known to us to own beneficially~~an immediate family member of an executive officer, director or director nominee or beneficial owner of more than 5% of our common stock, or (iv) any ~~shares of our preferred stock.~~

~~The following description of our capital stock is based on relevant portions~~ of the ~~Utah Revised Business Corporation Act (the “Utah Act”), and on our Articles of Incorporation (also sometimes referred to as our “charter”) and Bylaws. This summary may not contain all~~foregoing persons or in which any of the ~~information that is important to you, and we refer you to the Utah Act and our Articles of Incorporation and Bylaws for~~foregoing persons has a ~~more detailed description of the provisions summarized below.~~substantial ownership interest or control.

CROE was organized as a corporation under the laws of the State of Utah on December 2, 2013. Our authorized capital stock consists of 50,000,000 shares of common stock, par value $0.001 per share and 10,000,000 shares of preferred stock, par value $0.001 per share. As of March 3, 2017, there were approximately 36 record holders of our common stock. There are no outstanding options or warrants to purchase our stock.

~~Our Articles of Incorporation provides that~~Policies and Procedures for Related Person Transactions

While our board of directors ~~may~~has not ~~amend our Articles~~adopted a formal written related person transaction policy that sets forth the policies and procedures for the review and approval or ratification of ~~Incorporation without approval~~related person transactions, it the Company’s practice and procedure to present all transactions arrangements, relationships or any series of ~~our shareholders, including holders of our preferred shares. A decrease~~similar transactions, arrangements or ~~increase~~relationships, in which the ~~number of shares of capital stock which we may issue would require an amendment of our Articles of Incorporation.~~

~~As of March 3, 2017, we~~Company was or is to be a participant and a related person had ~~11,335,000 shares of Common stock issued and outstanding, and -0- shares of preferred stock issued and outstanding.~~

~~We may issue up to 50,000,000 shares of common stock. Distributions may be paid~~or will have a direct or indirect material interest, to the ~~holders of our common stock if, as and when authorized by our~~ board of directors and declared by us out of assets legally available therefor. Shares of our common stock have no preemptive, conversion or redemption rights and are freely transferable, except where their transfer is restricted by federal and state securities laws or by contract. In the event of our liquidation, dissolution or winding up, each share of our common stock would be entitled to share ratably in all of our assets that are legally available for distribution after we pay all debts and other liabilities and subject to any preferential rights of holders of our preferred stock, if any preferred stock is outstanding at such time. Each share of our common stock is entitled to one vote on an as converted basis on all matters submitted to a vote of stockholders, including the election of directors. Accordingly, the holders of more than fifty percent (50%) of the total voting rights on matters presented to our common stockholders can elect all of our directors and, in such event, the holders of the remaining minority shares will not be able to elect any such directors. The vote of the holders of a majority of the holders entitled to vote on matters submitted to our common stockholders including of our Series A Preferred Shares described below is sufficient to authorize, affirm, ratify, or consent to such act or action, except as otherwise provided by law.approval.

To date, we have paid no cash dividends on our shares of common stock. Any future disposition of dividends will be at the discretion of our Board of directors and will depend upon, among other things, our future earnings, operating and financial condition, capital requirements, and other factors. We have no present plans for future cash or stock dividends. We intend to retain future earnings, if any, to provide funds for operation of our business.

~~Holders of our common stock have no preemptive rights. All outstanding shares of our common stock are validly issued, fully paid and non-assessable.~~

~~All shares of common stock outstanding are validly issued, fully paid and non-assessable.~~

We may issue up to 10,000,000 shares of preferred stock,par value $0.001 per share. We currently have no classes of preferred stock designated, and no shares of preferred stock are issued and outstanding.

~~Limitation of Liability of Directors and Officers; Indemnification and Advance of Expenses~~

Pursuant to our charter and under the Utah Revised Business Corporation Act (the “Utah Act”), our directors are not liable to us or our stockholders for monetary damages for breach of fiduciary duty, except for liability in connection with a breach of duty of loyalty, for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, for authorization of illegal dividend payments or stock redemptions under Utah law or any transaction from which a director has derived an improper personal benefit. Our charter provides that we are authorized to provide indemnification of (and advancement of expenses) to our directors, officers, employees and agents (and any other persons to which applicable law permits us to provide indemnification) through Bylaw provisions, agreements with such persons, vote of stockholders or disinterested directors, or otherwise, to the fullest extent permitted by applicable law.

We have previously entered into indemnification agreements with certain of our current directors and officers. The indemnification agreement indemnifies the indemnitee to the fullest extent permitted by law, including against third-party claims and claims by or in right of the Company or any subsidiary or majority-owned partnership of the Company by reason of that person (including the advancement of expenses subject to certain conditions) (a) being a director, officer employee or agent of the Company, or of any subsidiary or majority-owned partnership of the Company or (b) serving at our request as a director, officer, employee or agent of another entity. If appropriate, we are entitled to assume the defense of the claim with counsel selected by us and approved by the indemnitee (which approval may not be unreasonably withheld). Separate counsel employed by the indemnitee will be at his or her own expense unless (1) the employment of separate counsel has been previously authorized by us, (2) the indemnitee reasonably concludes there may be a conflict of interest or (3) we have not, in fact, employed counsel to assume the defense of such claim.

~~Disclosure of Commission Position on Indemnification for Securities Act Liabilities~~

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to our directors, officers and controlling persons pursuant to the provisions above, or otherwise, we have been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act, and is, therefore, unenforceable.

In the event that a claim for indemnification against such liabilities, other than the payment by us of expenses incurred or paid by one of our directors, officers, or controlling persons in the successful defense of any action, suit or proceeding, is asserted by one of our directors, officers, or controlling persons in connection with the securities being registered, we will, unless in the opinion of our counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification is against public policy as expressed in the Securities Act, and we will be governed by the final adjudication of such issue

~~Our charter and bylaws provide that our board of directors will have the exclusive power to make, alter, amend or repeal any provision of our bylaws.~~

Section 16-10a-1801 of the Utah Act, is applicable to corporations organized under the laws of the State of Utah. Subject to certain exceptions set forth therein, Section 16-10a-1801 of the Utah Act provides that a corporation shall not engage in any business combination with any “interested stockholder” for a two-year period following the date that such stockholder becomes an interested stockholder. Under certain circumstances, Section 16-10a-1801 of the Utah Act makes it more difficult for an interested stockholder to effect various business combinations with a corporation for a two-year period, although the stockholders may, by adopting an amendment to the corporation's charter or by-laws, elect not to be governed by this section. Our charter and by-laws do not exclude us from the restrictions imposed under Section 16-10a-1801 of the Utah Act. It is anticipated that the provisions of Section 16-10a-1801 of the Utah Act may encourage companies interested in acquiring us to negotiate in advance with the board of directors.

~~Although various items were reviewed and approved by the Board of Directors via unanimous written consent during 2016, the Board held no formal meetings during the fiscal year ended December 31, 2016.~~

The Company does not have Audit or Compensation Committees of the Board of Directors. Because of the lack of financial resources available to the Company, the Company also does not have an “audit committee financial expert” as such term is described in Item 401 of Regulation S-K promulgated by the Securities and Exchange Commission.

Although the Company anticipates compensating the members of its Board of Directors in the future at industry levels, current members are not paid cash compensation for their service as directors. Each director may be reimbursed for certain expenses incurred in attending Board of Directors and committee meetings.

~~ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE.~~

~~On December 2, 2013, we issued 10,000,000 shares of our common stock to Deborah Thomas, the Company’s Chief Executive Officer and Chairman for services rendered.~~

~~On October 12, 2016, we issued 50,000 shares of our common stock to Elliott Polatoff, a director of the Company for services rendered.~~

~~On October 12, 2016, we issued 15,000 shares of our common stock to John D. Thomas, the Company’s General Counsel and spouse of Deborah Thomas for legal services rendered.~~

~~Neither~~Our determination of the Company’s board members are an “independent director” in accordance with the published listing requirements of the NYSE Euronext Stock Exchange. The independence definition of the NYSE includes a series of objective tests, such as that the director is not, and has not been for at least three years, one of our employees and that neither the director, nor any of his family members has engaged in various types of business dealings with us. In addition, we are required to consider “all relevant facts and circumstances” in making our determination as to the independence of our ~~directors. We have not established any board committees. We hope~~directors is made using the definition of “independent” contained in the ~~future to add an~~listing standards of the Nasdaq Stock Market. On the basis of information solicited from each director, the board has determined that each of Anthony Strickland and Holly Ruxin is independent ~~director~~within the meaning of such rules.

Item 14. Principal Accounting Fees and ~~establish one or more board committees, including an audit committee.~~Services

The following table sets forth fees ~~paid~~billed and to be billed to us by our independent registered public accounting firm ~~Michael T. Studer CPA P.C.~~ for the years ended December 31, ~~2016~~2021 and ~~2015.~~2020 for (i) services rendered for the audit of our annual consolidated financial statements and the review of our quarterly consolidated financial statements, (ii) services rendered that are reasonably related to the performance of the audit or review of our consolidated financial statements that are not reported as Audit Fees, and (iii) services rendered in connection with tax preparation, compliance, advice and assistance.

Audit Fees: Represents fees for professional services provided for the audit of our annual consolidated financial statements, review of our consolidated financial statements included in our quarterly reports and services in connection with statutory and regulatory filings.

The board of directors has an Audit Committee comprised of its two independent board members, Holly Ruxin and Anthony Strickland. Ms. Ruxin serves as the Chair of that committee. The Audit Committee oversees the accounting and financial reporting processes of the Company and the audits of the Company’s consolidated financial statements.

The Audit Committee of the Company oversees the accounting and financial reporting processes of the Company and approves all auditing services and the terms thereof and non-audit services (other than non-audit services published under Section 10A(g) of the Exchange Act or the applicable rules of the SEC or the Public Company Accounting Oversight Board) to be provided to us by the independent auditor; provided, however, the pre-approval requirement is waived with respect to the provisions of non-audit services for us if the “de minimis” provisions of Section 10A(i)(1)(B) of the Exchange Act are satisfied.

2016 2015
Audit Fees $ 4,000 $ -0-
Audit Related Fees -0- -0-
Tax Fees -0- -0-
All Other Fees -0- -0-
Total Fees $ 4,000 $ -0-

It is the policy of the Board of Directors, which presently completes the functions of the Audit Committee, to engage the independent accountants selected to conduct our financial audit and to confirm, prior to such engagement, that such independent accountants are independent of the company. All services of the independent registered accounting firms reflected above were pre-approved by the Board of Directors.

~~The following exhibits are filed with or incorporated by referenced in this report:~~

Pursuant to the requirements of Section 13 or 15(d) of the Exchange Act, ~~of 1934,~~ the ~~registrant~~Registrant caused this report to be signed on its behalf by the undersigned, ~~thereunto~~thereto duly ~~authorized.~~authorized, on March 10, 2022.

~~In accordance with~~Pursuant to the requirements of the Securities Exchange Act of 1934, this ~~Report~~report has been signed ~~below~~ by the following persons on behalf of the ~~Company and~~Registrant in the capacities ~~and~~indicated on the ~~dates indicated.~~March 10, 2022.

We have audited the accompanying consolidated balance sheets of The Crypto Company as of December 31, 2021 and 2020, the related statements of operations, stockholders’ equity (deficit), and cash flows for the years then ended, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2021 and 2020, and the results of its operations and its cash flows for the years then ended, in conformity with accounting principles generally accepted in the United States.

These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

Our audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provides a reasonable basis for our opinion.

The accompanying notes are an integral part of these consolidated financial statements.

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.

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 Blockchain Training Alliance, Inc. (“BTA”) and an inactive subsidiary Coin Tracking, LLC (“CoinTracking”).

The Company entered into a Stock Purchase Agreement (the “SPA”) effective as of March 24, 2021 with Blockchain Training Alliance (“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.

During the years ended December 31, 2021 and 2020, the Company generated revenues and incurred expenses primarily through the business of providing consulting services and education for distributed ledger technologies (“blockchain”), for the building of technological infrastructure and enterprise blockchain technology solutions, both of which have ceased operations as of the date of this Annual Report.

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, Blockchain Training Alliance and CoinTracking LLC which is inactive. All significant intercompany accounts and transactions are 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, of which a majority is Bitcoin, that are actively traded on exchanges. The Company records its investments as indefinite-lived intangible assets at cost less impairment and are reported as long-term assets in the consolidated balance sheets. An intangible asset with an indefinite useful life is not amortized but assessed for impairment annually, or more frequently, when events or changes in circumstances occur indicating that it is more likely than not that the indefinite-lived asset is impaired. Impairment exists when the carrying amount exceeds its fair value. In testing for impairment, the Company has the option to first perform a qualitative assessment to determine whether it is more likely than not that an impairment exists. If it is determined that it is not more likely than not that an impairment exists, a quantitative impairment test is not necessary. If the Company concludes otherwise, it is required to perform a quantitative impairment test. To the extent an impairment loss is recognized, the loss establishes the new cost basis of the asset. Subsequent reversal of impairment losses is not permitted.

Realized gains and losses on sales of investments in cryptocurrency, and impairment losses, are included in other income/(expense) in the Consolidated Statements of Operations.

As of the December 31, 2021 and 2020 there were $-0- in investments in cryptocurrency on the Company’s Balance Sheet. However, during the year ended December 31, 2021 the Company received tokens from cryptocurrency investments that were previously written down to -0- value. These tokens were immediately liquidated, and the total proceeds received from them was $1,164,662 and classified as “Other Income from the Recovery of Tokens” in the Company’s Statement of Operations.

Equipment – Equipment is recorded at cost and depreciated using the straight-line method over the estimated useful life ranging from three to five 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.

Impairment of long-lived assets– The Company analyzes its long-lived assets, including intangible assets with finite useful lives (subject to amortization) acquired in connection with the acquisition of CoinTracking GmbH, for potential impairment. Impairment losses are recorded on long-lived assets when indicators of impairment are present, and for intangible assets acquired in connection with acquisitions, the undiscounted cash flows estimated to be generated by those assets are less than the net carrying amount of the assets. In such cases, the carrying values of assets to be held and used are adjusted to their estimated fair value, less estimated selling expenses. For the year ended December 31, 2018, the Company recognized an impairment loss of $2,749,646 on its definite lived intangible assets related to CoinTracking GmbH, classified as Held for Sale. On January 2, 2019, the Company sold its entire equity ownership stake in CoinTracking GmbH.

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 of five 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. Indefinite lived intangible assets also include investments in cryptocurrency (see Investments in Cryptocurrency).

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 December 31, 2021 the Company determined that 0 impairment had occurred.

Income taxes– Deferred tax assets and liabilities are recognized for expected future consequences of events that have been included in the 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.

As of December 31, 2021, we had a net operating loss carryforward for federal income tax purposes of approximately $10,613,000 portions of which will begin to expire 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.

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

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 financial statements over the period during which employees are required to provide services. Share-based compensation arrangements include stock options.

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 year ended December 31, 2021 and the year ended December 31, 2020, the Company had 0potentially dilutive common stock equivalents. Therefore, the basic EPS and the diluted EPS are the same.

Marketing expense– Marketing expenses are charged to operations, under general and administrative expenses. The Company incurred $33,965 of marketing expenses for the year ended December 31, 2021, compared to $-0- for year ended December 31, 2020.

Reclassifications – Certain amounts in the prior period 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 cashflows.

The Company has implemented all new accounting pronouncements that are in effect and that may impact its financial statements and does not believe that there are any other new pronouncements that have been issued that might have a material impact on its financial position or results of operations except as noted below:

In January 2017, the FASB issued Accounting Standards Update No. 2017-04, Simplifying the Test for Goodwill Impairment (“ASU 2017-04”). ASU 2017-04 simplifies the accounting for goodwill impairment by removing Step 2 of the goodwill impairment test, which requires a hypothetical purchase price allocation. Under this pronouncement, an entity would perform its annual, or interim, goodwill impairment test by comparing the fair value of a reporting unit with its carrying amount and would recognize an impairment change for the amount by which the carrying amount exceeds the reporting unit’s fair value; however, the loss recognized is not to exceed the total amount of goodwill allocated to that reporting unit. In addition, income tax effects will be considered, if applicable. ASU 2017-04 is effective for annual or interim goodwill impairment tests in fiscal years beginning after December 15, 2019 and should be applied on a prospective basis.

On November 15, 2019, the FASB issued ASU 2019-10, which (1) provides a framework to stagger effective dates for future major accounting standards and (2) amends the effective dates for certain major new accounting standards to give implementation relief to certain types of entities. Specifically, ASU 2019-10 amends the effective date for ASU 2017-04 to fiscal years beginning after December 15, 2022, and interim periods therein.

Early adoption continues to be permitted for interim or annual goodwill impairment tests performed on testing dates after January 1, 2017. The Company does not anticipate the adoption of ASU 2017-04 will have a material impact on its financial statements for both annual and interim reporting periods.

In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740) which enhances and simplifies various aspects of the income tax accounting guidance, including requirements such as tax basis step-up in goodwill obtained in a transaction that is not a business combination, ownership changes in investments, and interim-period accounting for enacted changes in tax law. The amendment will be effective for public companies with fiscal years beginning after December 15, 2020; early adoption is permitted. We are evaluating the impact of this amendment on our consolidated financial statements.

In February 2020, the FASB issued ASU 2020-02, Financial Instruments-Credit Losses (Topic 326) and Leases (Topic 842) - Amendments to SEC Paragraphs Pursuant to SEC Staff Accounting Bulletin No. 119 and Update to SEC Section on Effective Date Related to Accounting Standards Update No. 2016-02, Leases (Topic 842) which amends the effective date of the original pronouncement for smaller reporting companies. ASU 2016-13 and its amendments will be effective for us for interim and annual periods in fiscal years beginning after December 15, 2022. We believe the adoption will modify the way we analyze financial instruments, but we do not anticipate a material impact on results of operations. We are in the process of determining the effects adoption will have on our consolidated financial statements.

In August 2020, the FASB issued ASU 2020-06, Debt - Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging - Contracts in Entity’s Own Equity (Subtopic 815 - 40), (“ASU 2020-06”). ASU 2020-06 simplifies the accounting for certain financial instruments with characteristics of liabilities and equity, including convertible instruments and contracts on an entity’s own equity. The ASU2020-06 amendments are effective for fiscal years beginning after December 15, 2023, and interim periods within those fiscal years. Early adoption is permitted, but no earlier than fiscal years beginning after December 15, 2020, including interim periods within those fiscal years. The Company is evaluating the impact of this guidance on its consolidated financial statements.

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. At the closing the Company delivered to the sellers a total of $600,000 in cash, promissory notes in the total principal amount of $150,000 bearing 1% interest per annum, and an aggregate of 201,439 shares of Company common stock valued at $604,317 in accordance with the terms of the SPA. Additionally, the Company acquired $4,860 in cash at BTA.

As a result of the foregoing the Company initially recorded goodwill of $1,349,457. The Company conducted a valuation study on the acquisition of BTA. The final valuation report determined the amount goodwill to be $740,469 and the remaining $650,000 of the goodwill relates to amortizable intangibles amortized over a fifteen-year period, or approximately $54,166 per year.

During the twelve months ended December 31, 2021 the Company recorded $32,499 in amortization expense. As of December 31, 2021 the balance of goodwill and intangibles was $740,469 and $617,501 compared to $-0- and $-0-, respectively.

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 2021.

5,000,000 shares of the Company’s common stock are reserved for issuance under the Plan. As of December 31, 2021, 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- and $1,976,673 of compensation expense related to stock options for the years ended December 31, 2021 and 2020, respectively.

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.

The risk-free rate is based on implied yields in effect at the time of the grant on U.S. Treasury zero-coupon bonds with remaining terms equal to the expected term of the stock options. The expected dividend is based on the Company’s history and expectation of dividend pay-outs. Forfeitures are recognized when they occur.

The range of assumptions used for the year ended December 31, 2020 was as follows:

The Company recognized $715,215 and $-0- of compensation expense related to restricted stock awards for the years ended December 31, 2021 and 2020, respectively. The $715,215 dollar expense represented the issuance of 231,610 shares for services which were valued at approximately $3.08 per share based on the Company’s stock trading price on the OTC market on the date of issuance.

On November 1, 2018, the Company relocated its corporate office and entered into a month-to-month office agreement with Regus Management Group, LLC. Facility rent expense was $1,574for the year ended December 31, 2021.

The Company may from time to time become subject to legal proceedings, claims, and litigation arising in the ordinary course of business.

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. In connection with its facility lease, the Company has indemnified the lessor for certain claims arising from the use of the facility. 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.

Effective January 13, 2022, the Company borrowed funds pursuant to the terms of a Securities Purchase Agreement (the “AJB SPA”) entered into with AJB Capital Investments, LLC (“AJB”), and issued a Promissory Note in the principal amount of $750,000 (the “AJB Note”) to AJB in a private transaction for a purchase price of $675,000 (giving effect to a 10% original issue discount). In connection with the sale of the AJB Note, the Company also paid certain fees and due diligence costs of AJB and brokerage fees to J.H. Darbie & Co., a registered broker-dealer. After payment of the fees and costs, the net proceeds to the Company were $655,250, which will be used for working capital, to fund potential acquisitions or other forms of strategic relationships, and other general corporate purposes.

The maturity date of the AJB Note is July 12, 2022, but it may be extended for six months upon the consent of AJB and the Company. The AJB Note bears interest at 10% per year, and principal and accrued interest is due on the maturity date. The Company may prepay the AJB Note at any time without penalty. Under the terms of the AJB Note, the Company may not sell a significant portion of its assets without the approval of AJB, may not issue additional debt that is not subordinate to AJB, must comply with the Company’s reporting requirements under the Securities Exchange Act of 1934, and must maintain the listing of the Company’s common stock on the OTC Market or other exchange, among other restrictions and requirements. The Company’s failure to make required payments under the AJB Note or to comply with any of these covenants, among other matters, would constitute an event of default. Upon an event of default under the AJB SPA or AJB Note, the AJB Note will bear interest at 18%, AJB may immediately accelerate the AJB Note due date, AJB may convert the amount outstanding under the AJB Note into shares of Company common stock at a discount to the market price of the stock, and AJB will be entitled to its costs of collection, among other penalties and remedies.

The Company provided various representations, warranties, and covenants to AJB in the AJB SPA. The Company’s breach of any representation or warranty, or failure to comply with the covenants would constitute an event of default. Also pursuant to the AJB SPA, the Company paid AJB a commitment fee of 125,000 unregistered shares of the Company’s common stock (the “commitment fee shares”). If, after the sixth month anniversary of closing and before the thirty-sixth month anniversary of closing, AJB has been unable to sell the commitment fee shares for $375,000, then the Company may be required to issue additional shares or pay cash in the amount of the shortfall. However, if the Company pays the AJB Note off before July 12, 2022, then the Company may redeem 62,500 of the commitment fee shares for one dollar. Pursuant to the AJB SPA, the Company also issued to AJB a common stock purchase warrant (the “warrant”) to purchase 500,000 shares of the Company’s common stock for $5.25 per share. The warrant expires on January 12, 2025. The warrant also includes various covenants of the Company for the benefit of the warrant holder and includes a beneficial ownership limitation on the holder that, in certain circumstances, may serve to restrict the holder’s right to exercise the warrant. The Company also entered into a Security Agreement with AJB pursuant to which the Company granted to AJB a security interest in substantially all of the Company’s assets to secure the Company’ obligations under the AJB SPA, AJB Note and warrant.

Effective January 18, 2022, the Company borrowed funds pursuant to a Securities Purchase Agreement (the “Sixth Street SPA”) entered into with Sixth Street Lending, LLC (“Sixth Street”) and issued a Promissory Note in the principal amount of $116,200 (the “Sixth Street Note”) to Sixth Street in a private transaction to for a purchase price of $103,750 (giving effect to an original issue discount). The Company agreed to various covenants in the Sixth Street SPA. After payment of the fees, the net proceeds to the Company were $100,000, which will be used for working capital and other general corporate purposes.

The Sixth Street Note has a maturity date of January 13, 2023and the Company has agreed to pay interest on the unpaid principal balance of the Sixth Street Note at the rate of twelve percent (12.0%) per annum from the date on which the Sixth Street Note was issued until the same becomes due and payable, whether at maturity or upon acceleration or by prepayment or otherwise. Payments are due monthly, beginning in the end of February 2022. The Company has the right to prepay the Sixth Street Note in accordance with the terms set forth in the Sixth Street Note.

Following an event of default, and subject to certain limitations, the outstanding amount of the Sixth Street Note may be converted into shares of Company common stock. Amounts due under the Sixth Street Note would be converted into shares of the Company’s common stock at a conversion price equal to 75% of the lowest trading price with a 10-day lookback immediately preceding the date of conversion. In addition, upon the occurrence and during the continuation of an event of default the Sixth Street Note will become immediately due and payable and the Company shall pay to Sixth Street, in full satisfaction of its obligations thereunder, additional amounts as set forth in the Sixth Street Note. In no event may Sixth Street effect a conversion if such conversion, along with all other shares of Company common stock beneficially owned by Sixth Street and its affiliates would exceed 4.99% of the outstanding shares of Company common stock.

Effective February 23, 2022, the Company entered into two separate Purchase Agreement and Bill of Sales to purchase a total of 215 cryptocurrency miners (each, a “Purchase Agreement”). The first Purchase Agreement was entered into with Bitmine Immersion Technologies, Inc. (“BIT”) whereby the Company agreed to purchase a total of 95 miners for a total purchase price of $337,500 and the second Purchase Agreement was entered into with Innovative Digital investors, LLC (“IDI”) whereby the Company agreed to purchase a total of120 miners for a total purchase price of $696,000. In each case the Company paid one half of the purchase price at closing (effective February 25, 2022) and the other half of the purchase price is payable in accordance with a 10% unsecured promissory note delivered to each of BIT and IDI. The promissory note delivered to BIT is in the principal amount of $168,750, is payable in two installment payments, and has a maturity date of May 15, 2022. The promissory note delivered to IDI is in the principal amount of $348,000, is payable in four installment payments, and has a maturity date of October 15, 2022.

On February 24, 2022, the Company borrowed additional funds pursuant to the terms of a Securities Purchase Agreement (the “Feb. SPA”) entered into with AJB Capital Investments, LLC (“AJB”), and issued a Promissory Note in the principal amount of $300,000 (the “Feb. Note”) to ABJ in a private transaction for a purchase price of $275,000 (giving effect to an original issue discount). After payment of the fees and costs, the net proceeds to the Company were $257,000, which will be used for working capital and other general corporate purposes.

☐		~~For the year ended December 31, 2016~~
~~[ ]~~		TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

~~For the transition period from to~~

~~Utah~~Nevada		46-4212105
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

~~11650 South State Street, Suite 240~~ ~~Draper, Utah 84020~~		~~84020~~
~~(Address of principal executive offices)~~		~~(Zip Code)~~

~~None~~	~~N/A~~
Title of each class	Trading Symbol(s)	Name of each exchange on which registered
None	N/A	N/A

	Large accelerated filer☐		Accelerated filer☐
Non-accelerated filer☐		Smaller reporting company☒

	Emerging growth company ☐

~~TABLE OF CONTENTS~~
~~PART I~~Item 1	Business		53
~~ITEM 1.~~Item 1A	~~BUSINESS~~	Risk Factors	5
~~ITEM 1A.~~Item 1B	~~RISK FACTORS~~Unresolved Staff Comments		95
~~ITEM 1B.~~Item 2	~~UNRESOLVED STAFF COMMENTS~~Properties		95
~~ITEM 2.~~Item 3	~~PROPERTIES~~Legal Proceedings		95
~~ITEM 3.~~Item 4	~~LEGAL PROCEEDINGS~~Mine Safety Disclosures		95
~~ITEM 4.~~	~~MINE SAFETY DISCLOSURES~~		9
~~PART II~~	Part II		10
~~ITEM 5.~~	~~MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES~~		10
~~ITEM 6.~~Item 5	~~SELECTED FINANCIAL DATA~~Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	6
Item 6	Selected Financial Data	7
Item 7	Management’s Discussion and Analysis of Financial Condition and Results of Operations	7
Item 7A	Quantitative and Qualitative Disclosure about Market Risk	12
Item 8	Financial Statements and Supplementary Data	12
Item 9	Changes in and Disagreements with Accountants on Accounting and Financial Disclosures	12
Item 9A	Controls and Procedures	13
Item 9B	Other Information	13
Item 9C	Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.	13

	Part III

Item 10	Directors, Executive Officers, and Corporate Governance	14
Item 11	Executive Compensation	16
Item 12	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	17
Item 13	Certain Relationships and Related Transactions, and Director Independence	18
Item 14	Principal Accountant Fees and Services	19

	Part IV

Item 15	Exhibits, Financial Statement Schedules	20
Item 16	Form 10-K Summary	21

~~ITEM 7.~~Signatures		~~MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS~~		12
~~ITEM 7A.~~	~~QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK~~		15
~~ITEM 8.~~	~~FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA~~		16
~~ITEM 9.~~	~~CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE~~		27
~~ITEM 9A.~~	~~CONTROLS AND PROCEDURES~~		27
~~ITEM 9B.~~	~~OTHER INFORMATION~~		28
~~PART III~~			29
~~ITEM 10.~~	~~DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE~~		29
~~ITEM 11.~~	~~EXECUTIVE COMPENSATION~~		31
~~ITEM 12.~~	~~SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS~~		32
~~ITEM 13.~~	~~CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE~~		36
~~ITEM 14.~~	~~PRINCIPAL ACCOUNTANT FEES AND SERVICES~~		36
~~PART IV~~			37
~~ITEM 15.~~	~~EXHIBITS AND FINANCIAL STATEMENT SCHEDULES~~		37
~~SIGNATURES~~			3822

~~Table~~	●	our ability to execute our business plan and achieve profitability;
	●	our limited operating history;
	●	rapidly advancing technology;
	●	the impact of ~~Contents~~competitive or alternative services and technologies;
	●	the impact of government regulations on certain uses of blockchain technology;
	●	our exposure to and ability to defend third-party claims and challenges to our intellectual property rights;
	●	our ability to obtain adequate financing in the future, as and when we need it;
	●	our history of losses;
	●	our ability to identify and acquire additional assets or businesses to enhance our revenue sources;
	●	our success at managing the risks involved in the foregoing items; and
	●	other factors discussed in this report.

	●	Fraud reduction: Blockchain technology has the potential to positively disrupt most industries since it can work for nearly every type of transaction that involves value, including money, property, and goods. From a business perspective, the technology may be leveraged for process improvement, helping to reduce human error, prevent fraud, and streamline data storage.

	●	Transparency: Financial organizations may use the blockchain to store records digitally and leverage the technology for any type of transaction that needs to be verified by a trusted third party.

	●	Security: Transactions may include transferring digital or physical assets, verifying chain of custody, and protecting intellectual property. In an era with increasing cybercrime and strict regulatory requirements, blockchain offers a highly fraud-resistant technology that can protect and authenticate almost any type of transaction.

	●	Efficiency: Both Permissioned and Public blockchains offer significant improvements in efficiency to retail and business implementations by reducing cost and time in the duplicate databases and ledgers that companies and intermediaries must maintain in the absence of a shared, trusted and immutable system.

Period	High		Low
2021
First Quarter	$	8.45	$	2.25
Second Quarter	$	4.80	$	1.91
Third Quarter	$	2.54	$	1.90
Fourth Quarter	$	5.09	$	1.92

Period	High		Low
2020
First Quarter	$	0.50	$	0.50
Second Quarter	$	2.35	$	1.00
Third Quarter	$	8.10	$	5.00
Fourth Quarter	$	75.00	$	2.15

					Weighted
					Average
			Weighted		Remaining
			Average		Contractual		Aggregate
	Number		Exercise		Term		Intrinsic
	of Shares		Price		(years)		Value
Options outstanding, at December 31, 2020		2,281,429	$	2.26		5.25		5,155,003
Options granted		-		-
Options cancelled		-		-
Options exercised		-		-
Options outstanding, at December 31, 2021		2,281,429	$	2.26		4.25	$	5,155,003
Vested and exercisable at December 31, 2021		2,281,429	$	2..26		4.25	$	5,155,003

	Level 1	Inputs are unadjusted, quoted prices for identical assets or liabilities in active markets at the measurable date.

	Level 2	Inputs, other than quoted prices included in Level 1 that are observable for the asset or liability through corroboration with market data at the measurement date.

	Level 3	Unobservable inputs that reflect management’s best estimate of what participants would use in pricing the asset or liability at the measurement date.

~~CONTENTS~~
		~~Page~~
~~Report of Independent Registered Public Accounting Firm~~		17

~~Balance Sheets~~		18

~~Statements of Operations~~		19

~~Statements of Stockholders’ Deficit~~		20

~~Statements of Cash Flows~~		21

~~Notes to the Financial Statements~~		22

CROE, INC.
Balance Sheets

ASSETS
	December 31,			December 31,
	2016			2015

CURRENT ASSETS

Cash and cash equivalents	$	7,778		$	—
Inventory		—			2,013

Total Current Assets		7,778			2,013

TOTAL ASSETS	$	7,778		$	2,013

LIABILITIES AND STOCKHOLDERS' DEFICIT

CURRENT LIABILITIES

Accounts payable and accrued liabilities	$	1,973		$	1,639
Advances from related party		—			17,149
Note payable		17,249			—

Total Current Liabilities		19,222			18,788

TOTAL LIABILITIES		19,222			18,788

STOCKHOLDERS' DEFICIT

Preferred stock, $0.001 par value; 10,000,000 shares authorized,
none issued		—			—
Common stock, $0.001 par value; 50,000,000 shares authorized,
11,115,000 and 10,000,000 shares issued and outstanding, respectively		11,115			10,000
Additional paid-in capital		44,635			(10,000	)
Accumulated deficit		(67,194	)		(16,775	)

Total Stockholders' Deficit		(11,444	)		(16,775	)

TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT	$	7,778		$	2,013

The accompanying notes are an integral part of these financial statements

CROE, INC.
Statements of Operations

	For the Year Ended
	December 31,
	2016			2015

NET SALES	$	—		$	308

COST OF SALES		—			74

GROSS MARGIN		—			234

OPERATING EXPENSES

Professional and accounting fees		36,301			861
Other (including inventory write off of $2,013 in 2016)		13,774			4,883

Total Operating Expenses		50,075			5,744

LOSS FROM OPERATIONS		(50,075	)		(5,510	)

OTHER INCOME (EXPENSES)

Interest expense		(344	)		—

Total Other Income (Expenses)		(344	)		—

NET INCOME (LOSS)	$	(50,419	)	$	(5,510	)

Net income (loss) per common share - basic and diluted	$	(0.00	)	$	(0.00	)

Weighted average common shares
outstanding - basic and diluted		10,274,454			10,000,000

The accompanying notes are an integral part of these financial statements

CROE, INC.
Statements of Stockholders' Deficit
From January 1, 2015 through December 31, 2016

					Additional						Total
	Common Stock				Paid-in			Accumulated			Stockholders'
	Shares		Amount		Capital			Deficit			Deficit

Balance, January 1, 2015		10,000,000		10,000		(10,000	)		(11,265	)		(11,265	)

Net loss for the year ended
December 31, 2014		—		—		—			(5,510	)		(5,510	)

Balance, December 31, 2015		10,000,000		10,000		(10,000	)		(16,775	)		(16,775	)

Common stock issued for cash		980,000		980		48,020			—			49,000

Common stock issued for services		135,000		135		6,615			—			6,750

Net loss for the year ended
December 31, 2016		—		—		—			(50,419	)		(50,419	)

Balance, December 31, 2016		11,115,000	$	11,115	$	44,635		$	(67,194	)	$	(11,444	)

The accompanying notes are an integral part of these financial statements

CROE, INC.
Statements of Cash Flows
	For the Year Ended
	December 31,
	2016			2015
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss)	$	(50,419	)	$	(5,510	)
Adjustments to reconcile net loss to net
cash used by operating activities:
Common stock issued for services		6,750			—
Inventory write off		2,013			—
Changes in operating assets and liabilities:
Accounts receivable		—			493
Inventory		—			(215	)
Accounts payable and accrued liabilities		334			871
Net Cash Used by Operating Activities		(41,322	)		(4,361	)
CASH FLOWS FROM INVESTING ACTIVITIES:		—			—
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from sale of common stock		49,000			—
Proceeds from advances from related party (net)		100			4,150
Net Cash Provided by Financing Activities		49,100			4,150
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS		7,778			(211	)
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD		—			211
CASH AND CASH EQUIVALENTS, END OF PERIOD	$	7,778		$	—
SUPPLEMENTAL CASH FLOW INFORMATION
Cash Payments For:
Interest	$	—		$	—
Taxes	$	—		$	—
The accompanying notes are an integral part of these financial statements

		~~December 31,~~ ~~2016~~		~~December 31,~~ ~~2015~~
~~Current~~	$	—	$	—
~~Deferred~~		—		—
~~Total~~	$	—	$	—

	December 31, 2016			December 31, 2015
Expected tax (benefit) at 35%	$	(17,647	)	$	(1,929	)
Non-deductible stock-based compensation		2,363			—
Change in valuation allowance		15,284			1,929
Provision for income taxes	$	—		$	—

	December 31, 2016			December 31, 2015
Deferred tax assets:
Net operation loss carryforwards	$	21,155		$	5,871
Valuation allowance		(21,155	)		(5,871	)
Net deferred tax asset	$	—		$	—

	·
	●	Provide reasonable assurance regarding prevention ~~and~~or timely detection of unauthorized ~~acquisition,~~acquisitions, use or disposition of ~~our~~the company’s assets that could have a material effect on ~~our~~the financial statements.

~~Table of Contents~~Name	Age	Position

Ronald Levy	62	Director, Chief Executive Officer, Interim Chief Financial Officer, Chief Operating Officer and Secretary
Anthony Strickland	52	Director
Holly Ruxin	52	Director

	●	Honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships;

	●	Full, fair, accurate, timely, and understandable disclosure in reports and documents that the Company files with, or submits to, the SEC and in other public communications made by the Company;

	●	Compliance with applicable governmental laws, rules and regulations;

	●	The prompt internal reporting of violations of the code to an appropriate person or persons identified in the code; and

	●	Accountability for adherence to the code.

Summary Compensation Table
Name and Principal Position	Year		Salary		Stock Awards		All Other Compensation		Total

Deborah Thomas	2016	$	—	$	—	$	—	$	—
Chief Executive Officer	2015	$	—	$	—	$	—	$	—

Elliott Polatoff	2016	$	—	$	2,500	$	5,000	$	7,500
Secretary	2015	$	—	$	—	$	—	$	—

	●	each stockholder or group of stockholders who, to our knowledge, owns more than 5% of our common stock;
	●	each of our named executive officers;
	●	each director; and
	●	all of our executive officers and directors as a group.

Name of Beneficial Owner	Amount and Nature of Beneficial Ownership		Percentage of Common Stock Outstanding

Ron Levy (1)		6,932,427		29.2	%

Anthony Strickland (2)		515,000		2.2	%

Holly Ruxin (3)		365,000		1.6	%

All Directors and Executive Officers as a Group		7,812,427		31.8	%

5% Shareholders

James Gilbert		7,434,821		33.1	%

Rafael Furst		2,137,309		9.5	%

	(1)	Mr. Ron Levy is a beneficial owner of KOL Partners, LLC, which is a managing member of Ladyface Capital, LLC. Accordingly, Mr. Levy may be deemed to have voting and investment power over the shares beneficially owned by Redwood Fund LP. Redwood Fund LP is the direct beneficial owner of 3,031,810 shares of Common Stock of the Company. Ron Levy is the beneficial owner of KOL Partners, LLC, which is a member of Imperial Strategies, LLC with a majority ownership interest and may be deemed may be deemed to have voting and investment power over the 2,085,617 shares beneficially owned by Imperial Strategies, LLC. Includes vested options to purchase 1,250,000 shares of Common Stock that may be exercised at any time.

	(2)	Includes vested options to purchase 496,429 shares of Common Stock that may be exercised at any time.

	(3)	Includes vested options to purchase 350,000 shares of Common Stock that may be exercised at any time.

	Amount and Nature of Beneficial Ownership
Name	Sole Voting and Investment Power		Options Exercisable Within 60 Days		Other Beneficial Ownership		Total⁽¹⁾		Percent of Class Outstanding⁽²⁾
Deborah Thomas⁽³⁾		10,000,000		—		—		10,000,000		88.22	%
Elliott Polatoff⁽⁴⁾		50,000		—		—		50,000		*
John D. Thomas⁽⁵⁾		15,000		—		—		15,000		*
All current directors and executive officers as a group (2 persons)		10,065,000		—		—		10,065,000		*

	Year Ended December 31,
	2021		2020
Audit fees	$	111,000	$	58,600
Total fees	$	111,000	$	58,600

		Incorporated by Reference
Exhibit No.	Description of Exhibit	Form	Exhibit	Filing Date	File No.
2.1	Share Purchase Agreement, dated as of June 7, 2017, by and among Croe, Inc., The Crypto Company and John B. Thomas P.C., in its sole capacity as representative for certain shareholders of the Croe, Inc. listed on Schedule I thereto	8-K	2.1	6/9/17	000-55726

2.2	Share Purchase Agreement, dated as of June 7, 2017, by and among Croe, Inc., The Crypto Company, Uptick Capital, LLC and John B. Thomas P.C., in its sole capacity as representative for certain shareholders of the Croe, Inc. listed on Schedule I thereto	8-K	2.2	6/9/17	000-55726

2.3	Share Exchange Agreement, dated as of June 7, 2017, by and between Croe, Inc. and Michael Poutre, in his sole capacity as representative for the shareholders of Crypto	8-K	2.3	6/9/17	000-55726

2.4	Equity Purchase Agreement, dated as of December 22, 2017, by and among The Crypto Company, CoinTracking, LLC, Kachel Holding GmbH and Dario Kachel	8-K	2.1	1/16/18	000-55726

2.5	Purchase and assignment of shares, agreements on a purchase price of loan agreement and compensation agreement, dated as of December 28, 2018, by and among CoinTracking, LLC, Kachel Holding GmbH and CoinTracking GmbH	8-K	2.1	1/4/19	000-55726

2.6	Stock Purchase Agreement by and among The Crypto Company, Blockchain Training Alliance, Inc. and certain stockholders dated March 15, 2021	10-K	2.6	3/30/2021	000-55726

3.1	Articles of Conversion (Utah)	8-K	3.1	10/11/17	000-55726

3.2	Articles of Conversion (Nevada)	8-K	3.2	10/11/17	000-55726

3.3	Articles of Incorporation of The Crypto Company	8-K	3.3	10/11/17	000-55726

3.4	Certificate of Amendment to Articles of Incorporation of Crypto Sub, Inc.	8-K	3.4	10/11/17	000-55726

3.5	Amended and Restated Bylaws	8-K	3.1	2/28/18	000-55726

4.1	Description of Securities	10-K	4.1	7/26/19	000-55726

10.2	Form of Securities Purchase Agreement by and between the Company and each purchaser thereunder (September 8, 2017)	8-K	10.1	9/29/17	000-55726

10.3	Form of Securities Purchase Agreement by and between the Company and each purchaser thereunder (September 20, 2017)	8-K	10.2	9/29/17	000-55726

10.4	Form of Securities Purchase Agreement by and between the Company and each purchaser thereunder (September 25, 2017)	8-K	10.3	9/29/17	000-55726

10.5	Form of Common Stock Purchase Warrant (September 25, 2017)	8-K	10.4	9/29/17	000-55726

10.6	Form of Securities Purchase Agreement by and between the Company and each purchaser thereunder (December 12, 2017)	8-K	10.1	12/13/17	000-55726

10.7	Form of Non-Qualified Stock Option Agreement	8-K	10.1	4/17/18	000-55726	**

10.8	Separation Agreement and General Mutual Release	8-K	10.1	5/25/18	000-55726

10.9	Form of Director Services Agreement	8-K	10.2	5/25/18	000-55726	**

~~ExhibitNumber~~10.10	~~Description~~
~~3.1~~Promissory Note in favor of AJB Capital Investments LLC, dated January 12, 2022	~~Amended and Restated Articles of Incorporation~~
~~3.2~~	~~Amended and Restated Bylaws~~
~~10.1.~~	~~Form of Indemnification Agreement~~
~~14.1~~	~~Code of Ethics for the Registrant.~~	*
~~31.1~~
10.11	Securities Purchase Agreement, dated January 12, 2022, between The Crypto Company and AJB Capital Investments, LLC		*

10.12	Security Agreement, dated January 12, 2022, between the Crypto Company and AJB Capital Investments, LLC		*

10.12a	Common Stock Purchase Warrant, dated January 12, 2022, for 500,000 shares issued by Crypto Company to AJB Capital Investments.		*

10.13	Promissory Note in favor of Sixth Street Lending LLC, dated January 11, 2012		*

10.13a	Securities Purchase Agreement, dated January 11, 2022, between The Crypto Company and Sixth Street Lending LLC		*

10.14	Securities Purchase Agreement, dated February 24, 2022, between The Crypto Company and AJB Capital Investments, LLC		*

10.15	Promissory Note in favor of Sixth Street Lending LLC, dated February 24, 2022		*

10.16	Common Stock Purchase Warrant, dated February 24, 2022, for 200,000 shares issued by Crypto Company to AJB Capital Investments.		*

10.17	Promissory Note in favor of Innovative Digital Investors, LLC, dated February 23, 2022		*

10.18	Promissory Note in favor of Bitmine Immersion Technologies, LLC, dated February 23, 2022		*

10.19	Purchase Agreement and Bill of Sale, dated February 23, 2022, between The Crypto Company and Innovative Digital Investors, LLC		*

10.20	Purchase Agreement and Bill of Sale, dated February 23, 2022, between The Crypto Company and Bitmine Immersion Technologies, LLC		*

21.1	List of Subsidiaries of The Crypto Company		*

31	Certification of the Chief Executive Officer, Interim Chief Financial Officer and Chairman of the Board pursuant to ~~Section~~section 302 of the Sarbanes-Oxley Act of 2002 ~~for Deborah Thomas~~.		*
32
32	Certification of the Chief Executive Officer, Interim Chief Financial Officer and Chairman of the Board pursuant to ~~Section~~section 906 of the Sarbanes-Oxley Act of 2002 ~~for Deborah Thomas~~.		*

101.INS	Inline XBRL Instance Document
101.SCH	Inline XBRL Taxonomy Extension Schema Document
101.CAL	Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF	Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB	Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE	Inline XBRL Taxonomy Extension Presentation Linkbase Document
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

			~~CROE, INC.~~ THE CRYPTO COMPANY (Registrant)

	By:	/s/ Ron Levy
	~~/s/ Deborah Thomas~~	Ron Levy
~~Dated: March 10, 2017~~	~~By: Deborah Thomas,~~	Chief Executive Officer ~~and Principal Financial Officer~~

Signature	Title

/s/ ~~Deborah Thomas~~Ron Levy	Chief Executive Officer, Interim Chief Financial Officer and ~~Director~~	~~March 10, 2017~~Chairman of the Board
~~Deborah Thomas~~Ron Levy	(Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer)

/s/ ~~Elliott Polatoff~~Anthony Strickland	~~Secretary and Director~~	~~March 10, 2017~~
~~Elliott Polatoff~~Anthony Strickland	Director

/s/ Holly Ruxin
Holly Ruxin	Director

	Page

Report of Independent Registered Public Accounting Firm (PCAOB ID No. 5041)	F-2

Consolidated Balance Sheet December 31, 2021 and 2020	F-3

Consolidated Statement of Operations For the Years Ended December 31, 2021 and December 31, 2020	F-4

Consolidated Statement of Stockholders’ Equity For the Years Ended December 31, 2021 and December 31, 2020	F-5

Consolidated Statement of Cash Flows For Years Ended December 31, 2021 and 2020	F-6

Notes to Consolidated Financial Statements	F-7 – F-17

	December 31, 2021			December 31, 2020

ASSETS
CURRENT ASSETS
Cash and cash equivalents	$	75,699		$	26,326
Accounts receivable, net		-			3,900
Prepaid expenses		86,179			-
Total current assets		161,878			30,226
Goodwill		740,469			-
Intangible assets, net		617,501			-
TOTAL ASSETS	$	1,519,848		$	30,226

LIABILITIES AND STOCKHOLDERS’ EQUITY

CURRENT LIABILITIES
Accounts payable and accrued expenses	$	1,933,800		$	1,933,281
Notes Payable		444,500			300,000
Total current liabilities		2,378,300			2,233,281
Convertible debt		125,000			125,000
Notes Payable - Other		32,365			67,592
TOTAL LIABILITIES		2,535,665			2,425,873

Commitments and Contingencies		-			-

STOCKHOLDERS’ EQUITY (DEFICIT)
Common stock, $0.001 par value; 50,000,000 shares authorized, 22,205,248 and 21,417,841 shares issued and outstanding, respectively		22,205			21,418
Additional paid-in-capital		32,830,496			30,665,823
Accumulated deficit		(33,868,518	)		(33,082,888	)
TOTAL STOCKHOLDERS’ (DEFICIT)		(1,015,817	)		(2,395,647	)
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$	1,519,848		$	30,226


	For the twelve months ended
	December 31, 2021			December 31, 2020

Revenue:
Services	$	434,552		$	14,400
Cost of services		273,796			-
Gross margin	$	160,756		$	14,400

Operating expenses:
General and administrative expenses		1,471,226			749,930
Amortization of intangible assets		32,499			-
Share-based compensation - employee		114,020			175,018
Share-based compensation - non-employee		622,124			2,146,655

Total Operating Expenses		2,239,869			3,071,603

Operating loss		(2,079,113	)		(3,057,203	)

Other income(expense)
Other income		145,188			60,130
Other income -recovery of token investment		1,164,662			247,392
Interest expense		(16,367	)		(68,036	)

Loss before provision for income taxes		(785,630	)		(2,817,717	)

Provision for income taxes		-			-

Net income(loss)		(785,630	)		(2,817,717	)

Net income (loss) per share, basic and diluted	$	(0.04	)	$	(0.13	)
Weighted average common shares outstanding – basic and diluted		22,062,375			21,401,204