Securities registered pursuant to Section 12(g) of the Act: Common Stock, par value $0.001 per share

Indicate by check mark if the 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 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 Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the 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 has submitted electronically every Interactive Data File required to be submitted 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 was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “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. ☐

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐

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

As of June 30, ~~2021,~~2022 the value of common stock held by non-affiliates was $~~18,597,217.~~6,592,297.

Number of shares outstanding of the Registrant’s common stock was ~~22,462,898~~25,615,537 as of ~~February 25, 2022~~April 14, 2023

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:

Although we believe that the 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 assumptions and are made as of the date of this report. We undertake no obligation to publicly update or revise any forward-looking statements included in this report to conform such statements to actual results or changes in our expectations. You should not place undue reliance on these forward-looking statements.

The Crypto Company (the “Company”, “Crypto”, “we”, “us” or “our”) was incorporated in the State of 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 of 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 name to The Crypto Company to better reflect our new business. Our company address is currently located at 23823 Malibu Road, # 50477, Malibu, California and our telephone number is (424) 228-9955. Our website 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 report. Currently we operate through one wholly-owned subsidiary Blockchain Training Alliance (“BTA”). We also have one inactive wholly-owned subsidiary CoinTracking, LLC (“CoinTracking”).

During the ~~2020~~2021 and ~~2021~~2022 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 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.

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~~2022 we generated revenues and incurred expenses ~~solely~~primarily 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~~We generated some minimal revenue from this mining ~~equipment will mine bitcoin and~~arrangement. However by the ~~Company expects to monetize the bitcoin mined from its equipment starting in the first quarter~~end of ~~2022.~~2022 we exited that Bitcoin mining business because we determined that it wasn’t profitable.

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 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 products and 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~~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 agencies, although the Company is not currently trading in digital assets and has no intention to trade in digital assets.

As of ~~December 31, 2021,~~April 1,2023 we had 108 full-time employees. We believe that our future success will depend in part on our continued ability to attract, hire and retain qualified personnel. None of our employees is represented by a labor union, and we believe that our employee relations are good.

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.

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.

The Company rents space on a month-to-month basis located at 23823 Malibu Road, # 50477, Malibu, California 90265.

Item 5. Market for Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

The trading symbol for our common stock is “CRCW”. On January 10, 2022 the Company’s common stock began being quoted on the OTCQB.

The following table sets forth the high and low bid prices for our common stock for the periods indicated as reported by the OTCQB starting from January 10, 2022, and for periods prior to January 10, 2022 the OTC Grey market. The bid quotations reported by each of the OTCQB and OTC Grey market reflect inter-dealer prices, without retail mark-up, mark-down, or commission, and may not represent actual transactions.

~~On January 10, 2022 the Company’s common stock began trading on the OTCQB.~~Holders

As of February 23, ~~2022~~2023 there were 129 holders of record of our common stock.

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, ~~2021:~~2022:

As of December 31, ~~2021,~~2022, there remain 2,718,571 shares available for issuance under the 2017 Plan or that are not otherwise reserved under outstanding stock options.

~~None.~~On February 9, 2023 we sold 125,000 shares of our common stock to our CEO in a private transaction for $25,000 in cash consideration. The shares were offered and sold pursuant to the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933.

On April 3, 2023 we sold 7,692 shares of our common stock to our CEO in a private transaction for $2,000 in cash consideration. The shares were offered and sold pursuant to the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933.

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations

This report contains forward-looking statements that involve risks and uncertainties. These statements relate to future 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 the negative of these terms or other comparable terminology. These statements are only predictions. Actual events or results may differ materially.

While these forward-looking statements, 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.

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.

On March 11, 2020, the World Health Organization (“WHO”) declared the COVID-19 outbreak to be a global pandemic. In addition to the devastating effects on human life, the 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. Most U.S. states and many countries at times have issued policies intended to stop or slow the further spread of the 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 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, ~~2021~~2022 and December 31, ~~2020~~2021

For the year ended December 31, ~~2021,~~2022, revenues relating to consulting services were ~~$434,552,~~$619,538, compared to ~~$14,400~~$434,552 for the year ended December 31, ~~2020.~~2021. 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~~2022 and December 31, ~~2020~~2021 were ~~$273,796~~$369,313 and ~~$-0-~~$273,796 respectively. The increase is attributable to the acquisition of BTA and is comprised of payroll expense.

For the year ended December 31, ~~2021,~~2022, our general and administrative expenses were ~~$1,471,226~~$1,864,543 an increase of ~~96.1%~~26.7% compared to ~~$749,930~~$1,471,226 for the year ended December 31, ~~2020.~~2021. 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~~2022 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 $2,104,126 for the year ended December 31, 2022, an increase of 186% compared to $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.~~2021. Share-based compensation ~~decreased~~increased due to ~~discretionary option~~warrant issuances in ~~2020~~2022 to various lenders as compared to noless issuances in 2021.

Other income for the year ended December 31, ~~2021~~2022 was ~~1,293,483~~85,865 compared to ~~$239,486~~$1,293,483 during the same period in ~~2020.~~2021. The ~~increase is~~decrease in 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, ~~2021,~~2022, we had cash on hand of ~~$75,699.~~$110,606. Our loss before provision for income taxes from continuing operations was ~~$785,630~~$5,662,918 for the year ended December 31, ~~2021.~~2022. Our working capital was negative ~~$2,216,422~~$4,234,978 as of December 31, ~~2021.~~2022.

During 2022 we funded our operations with various loans as described in the Report. We intend to continue funding our operations through debt instruments and, if possible, through equity issuances. There can be no assurances that we will be successful in obtaining additional funding, and if funding can be obtained on favorable terms.

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~~2022 was ~~$152,241~~$1,930,308 compared to net cash used of ~~$302,812~~$152,241 for the year ended December 31, ~~2020.~~2021. The ~~decrease of~~increase was primarily due to ~~improved~~a decrease in profitability in ~~2021,~~2022, net of non- cash share based compensation.

Net cash used in investing activities for the year ended December 31, ~~2021~~2022 was ~~$786,1515~~$50,000 compared to net cash ~~provided $209,935~~used of$786,151 for the year ended December 31, ~~2020.~~2021. 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~~compared to purchase of equipment of $50,000 in ~~gain from the sale of cryptocurrency in 2020~~2022 compared to -0- in the 2021 period.

Net cash provided by financing activities for the year ended December 31, ~~2021~~2022 was ~~$987,765,~~$2,015,215, compared to ~~$117,592~~$987,765 for the year ended December 31, ~~202019.~~2021. The increase of ~~$870,173~~$1,027,450 was primarily the result of an increase of proceeds from ~~common stock~~ issuance of ~~$825,000~~notes payable of $2,606,146 in ~~2021.~~2022.

Subsequent to December 31, ~~2021,~~2022, we raised approximately ~~$1,307,000~~$248,500 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 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 liabilities approximate fair value because of the short maturity of these instruments.

We 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 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 amount and timing of the cash flows. A terminal growth rate is applied to the final year of the projected period and reflects our estimate of stable growth to perpetuity. We then calculate the present value of the respective cash flows for each reporting unit to arrive at the fair value using the income approach and then determine the appropriate weighting between the fair value estimated using the income approach and the fair value estimated using the market approach. Finally, we compare the estimated fair value of our goodwill and indefinite-lived assets to its respective carrying value in order to determine if the goodwill assigned to each reporting unit is potentially impaired. In January 2017, the Financial Accounting Standards Board (“FASB”) issued ASU 2017-04, “Intangibles-Goodwill and Other (Topic 350): Simplifying the Accounting for Goodwill Impairment”, which eliminated Step 2 from the goodwill impairment test. If the fair value of the asset exceeds its carrying value, goodwill is not impaired and no further testing is required. If the fair value of the asset is less than the carrying value, an impairment charge is recognized for the amount by which the carrying amount exceeds the asset’s fair value; however, the loss recognized should not exceed the total amount of goodwill allocated to that asset.

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,~~2022, 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 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 a new or unforeseen law, regulation or risk factor which will materially impact our ability to continue our business as currently operated or raise additional capital to foster our continued growth.

We cannot assure you that our consulting business will develop as planned, that we will ever earn revenues sufficient to support our operations, or that we will ever be profitable. Furthermore, since we have no committed source of financing, we cannot assure you that we will be able to raise money as and when we need it to continue our operations. If we cannot 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 are likely to have a material effect on our financial condition.

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

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

Conclusions ~~Regarding~~Regarding the Effectiveness of Disclosure Controls and Procedures

Our management, including our principal executive officer and principal financial officer, conducted an evaluation of the effectiveness of our disclosure controls and procedures, as defined in Rule 13a-15(e) or 15d-15(e) of the Exchange Act, as of December 31, ~~2021.~~2022. Based upon management’s hiring of two independent SEC accounting consultants with extensive public company experience and the Company’s adoption of new policies relating to disclosure controls management concluded that the Company’s disclosure controls and procedures were effective as of December 31, ~~2021.~~2022.

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

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

Because of its inherent limitations, internal controls over financial 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 as of December 31, 2021. In making this assessment, our management used the criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO 2013).

Based on its assessment, management has concluded that as of December 31, ~~2021,~~2022, our disclosure controls and procedures and internal control over financial reporting were effective.

There was no change in our internal control over financial reporting that occurred during the quarter ended December 31, ~~2021~~2022 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,~~63, 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,~~52, 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,~~52, has served as a member of the Board since April 2018 and currently serves as Chief Executive Officer of 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 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 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.~~2022.

During the year ended December 31, 2020, the Company issued a total of 500,000 stock options to non-employee members of its board of directors, 1,250,000 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 ~~2021~~2022 fiscal year.

We currently do not 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 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.

The table below summarizes the compensation earned or paid to our non-employee directors for the fiscal year ended December 31, ~~2021:~~2022:

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

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

The following table sets forth certain information as of ~~February 23, 2022~~April 1, 2023 regarding the beneficial ownership of our common stock by the following persons:

Percentage ownership of our common stock is based on ~~22,462,898~~25,615,537 shares of our common stock outstanding as of ~~February 23, 2022.~~April 12, 2023.

Beneficial ownership is determined in accordance with the rules of the SEC, and thus represents voting or investment power with respect to our securities. Unless otherwise indicated in the footnotes to the following table, each person named in the table has sole voting and investment power. The address for each of our named executive officers and 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,~~April 1, 2023, are deemed to be beneficially owned and outstanding for computing the 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 well as certain affiliates of those persons, must file reports with the SEC showing the number of shares of common stock they beneficially own and any changes in their beneficial ownership. Based on our review of these reports and written representations of our directors and executive officers, we believe that all required reports in ~~2021~~2022 were filed in a timely manner, except that, as a result of administrative errors, ~~one~~each of our outside directors, Anthony Strickland and Holly Ruxin, filed a Form 4 in March 2022 reporting the receipt of a ~~private transaction effected~~restricted stock grant in July 2021 involving Imperial Strategies, LLC and its beneficial owners was not timely filed by Imperial Strategies, LLC and other parties that might be deemed to have an interest in Imperial Strategies, LLC.January 2022.

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

Item 13. Certain Relationships and 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 total assets at year-end for the last two completed fiscal years in which we were or are to be a participant and in which a 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) 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 entity that is owned or controlled by any of the foregoing persons or in which any of the foregoing persons has a substantial ownership interest or control.

While our board of directors has not adopted a formal written related person transaction policy that sets forth the policies and procedures for the review and approval or ratification of related person transactions, it the Company’s practice and procedure to present all transactions arrangements, relationships or any series of similar transactions, arrangements or relationships, in which the Company was or is to be a participant and a related person had or will have a direct or indirect material interest, to the board of directors for approval.

Our determination of the independence of our directors is made using the definition of “independent” contained in the 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 within the meaning of such rules.

The following table sets forth fees billed and to be billed to us by our independent registered public accounting firm for the years ended December 31, ~~2021~~2022 and ~~2020~~2021 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 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.

~~10.10~~	~~Promissory Note in favor of AJB Capital Investments LLC, dated January 12, 2022~~	*

~~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 302 of the Sarbanes-Oxley Act of 2002~~	*

32	~~Certification of the Chief Executive Officer, Interim Chief Financial Officer and Chairman of the Board pursuant to section 906 of the Sarbanes-Oxley Act of 2002~~	*

~~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)~~	21

Pursuant to the requirements of Section 13 or 15(d) of the Exchange Act, the Registrant caused this report to be signed on its behalf by the undersigned, thereto duly authorized, on ~~March 10, 2022.~~April 17, 2023.

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed by the following persons on behalf of the Registrant in the capacities indicated on the ~~March 10, 2022.~~April 17, 2023.

To the ~~shareholders~~Board of Directors and ~~the board of directors~~Shareholders of The Crypto ~~Company~~Company:

We have audited the accompanying consolidated balance sheets of The Crypto Company (the “Company”) as of December 31, 2022 and 2021 and ~~2020,~~ the related consolidated statements of operations, ~~stockholders’~~shareholders’ equity, ~~(deficit),~~ and cash flows for the two years ~~then~~in the period ended December 31, 2022, and the related notes and schedules (collectively referred to as the ~~“financial statements”)~~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~~2022 and ~~2020,~~2021, and the results of its operations and its cash flows for the two years ~~then~~in the period ended December 31, 2022 and 2021, in conformity with accounting principles generally accepted in the United ~~States.~~States of America.

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 2 to the financial statements, the Company has suffered recurring losses from operations that raises substantial doubt about its ability to continue as a going concern. Management’s plans in regard to these matters are also described in Note 2. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

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”)~~(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~~audit, 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~~provide a reasonable basis for our opinion.

Critical audit matters are matters arising from the current-period audit of the financial statements that were communicated or required to be communicated to the audit committee and that (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments.

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

~~Notes to Consolidated Financial Statements~~NOTES TO 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~~2022 and ~~2020,~~2021, 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.

The Company’s consolidated financial statements are prepared using the accrual method of accounting in accordance with United States (“U.S.”) generally accepted accounting principles (“GAAP”) and have been prepared on a going concern basis, which contemplates the realization of assets and the settlement of liabilities in the normal course of business. The Company has incurred significant losses and experienced negative cash flows since inception. As of December 31, 2022, the Company had cash of $86,061. In addition, the Company’s net loss was $5,662,918 for the year ended December 31, 2022 and the Company’s had a working capital deficit of $4,284,978. As of December 31, 2022 the accumulated deficit amounted to $39,531,436. As a result of the Company’s history of losses and financial condition, there is substantial doubt about the ability of the Company to continue as a going concern.

The ability to continue as a going concern is dependent upon the Company generating profitable operations in the future and/or obtaining the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they come due. Management is evaluating different strategies to obtain financing to fund the Company’s expenses and achieve a level of revenue adequate to support the Company’s current cost structure. Financing strategies may include, but are not limited to, private placements of capital stock, debt borrowings, partnerships and/or collaborations. There can be no assurance that any of these future-funding efforts will be successful. The consolidated financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might result from the outcome of this uncertainty.

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~~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~~2022 and ~~2020~~2021 there were $-0- in investments in cryptocurrency on the Company’s Balance Sheet. However, during the year ended December 31, ~~2021~~2022 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~~ 67,600and 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~~2022 the Company determined that 0no 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,~~2022, we had a net operating loss carryforward for federal income tax purposes of approximately $10,613,000portions 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~~2022 and the year ended December 31, ~~2020,~~2021, the Company had 0no potentially 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~~ 31,777of marketing expenses for the year ended December 31, ~~2021,~~2022, compared to $-$033,965- for year ended December 31, ~~2020.~~2021.

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 $600,000in cash, promissory notes in the total principal amount of $150,000bearing 1% interest per annum, and an aggregate of 201,439shares of Company common stock valued at $604,317in accordance with the terms of the SPA. Additionally, the Company acquired $4,860in 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 $740,469and the remaining $650,000of the goodwill relates to amortizable intangibles amortized over a fifteen-year period, or approximately $54,166per year.

During the twelve months ended December 31, ~~2021~~2022 the Company recorded $~~32,499~~ 43,332in amortization expense. As of December 31, ~~2021~~2022 the balance of goodwill and intangibles was $740,469 and $574,169 compared to $740,469 and $617,501 ~~compared to $-~~0~~- and $-~~0-, respectively.

Effective October 27, 2022, the “Company entered into an agreement with each of Bitmine Immersion Technologies, Inc. (“BIT”) and Innovative Digital Investors, LLC (“IDI”) that served to terminate or modify certain prior agreements entered into by the parties in February 2022.

Pursuant to an agreement with BIT, BIT repurchased from the Company all of the Bitcoin miners purchased by the Company from BIT in February 2022, and also purchased certain of the Bitcoin miners purchased by the Company from IDI in February 2022. As part of these transactions, the parties agreed that any remaining amounts due under the promissory note delivered by the Company to BIT in February 2022 in the original principal amount of $168,750 was cancelled and extinguished. BIT delivered cash consideration of $212,750 to the Company to pay the remainder of the consideration owed to the Company to repurchase the miners it delivered to the Company in February 2022 and to purchase certain miners IDI sold to the Company in February 2022.

In addition, pursuant to an agreement with IDI, IDI repurchased from the Company certain Bitcoin miners purchased by the Company from IDI in February 2022. The Company and IDI agreed that any remaining amounts due under the promissory note delivered by the Company to IDI in February 2022 in the original principal amount of $348,000 was cancelled and extinguished. IDI also agreed to sell and deliver 20 new Bitcoin miners to the Company. As part of the agreements and accommodations by the Company, IDI and BIT the parties terminated the hosting agreement between the Company, BIT and IDI entered into in February 2022.

As a result of these transactions the Company no longer owns any of the Bitcoin miners it acquired in February 2022 and each of the promissory notes delivered by the Company in February 2022 to BIT and IDI are satisfied and extinguished in full.

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 10years and may be subject to vesting conditions, as determined by the Administrator. Options granted generally vest over eighteen to thirty-six ~~months~~.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.~~Code.

During the year ended December 31, 2020, the Company issued 500,000stock options to members of its board of directors, 1,250,000stock options to employees, and 170,000stock options to non-employees. No stock options were issued in 2021.

5,000,000shares 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 2,281,349shares of the Company’s common stock and there remain reserved for future awards 2,718,651shares of the Company’s common stock.

The Company recognized $-0- and $$-~~1,976,673~~ 0- of compensation expense related to stock options for the years ended December 31, 2022 and 2021, ~~and 2020,~~ respectively. As of December 31, 2022 these options had no intrinsic value since they were all out of the money as of December 31, 2022.

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~~2022 was as follows:

The Company recognized $~~715,215~~2,086,151 and $-$0715,215- of compensation expense related to restricted stock awards for the years ended December 31, ~~2021~~2022 and ~~2020,~~2021, respectively. The $~~715,215~~2,086,151 dollar expense represented the issuance of ~~231,610~~748,146 shares for services which were valued at approximately $~~3.08~~1.50 per share based on the Company’s stock trading price on the OTC market on the date of issuance.

As of December 31, 2022 the Company had 2,009,167 warrants outstanding comprised of the following:

● On June 10, 2020, the Company received a loan from the Small Business Administration of $12,100 (the “2020 SBA Loan”). The 2020 SBA Loan bears interest at 3.75% per annum and is payable over 30 years with all payments of principal and interest deferred for the first 12 months.

● On February 2, 2021, the Company received a loan from the Small Business Administration of $18,265 (the “2021 SBA Loan”). The 2021 SBA Loan bears interest at 1% per annum and is payable over 5 years with all payments of principal and interest deferred for the first 10 months.

● 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 by its original term had 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 by its original terms had a maturity date of October 15, 2022.

The maturity dates of the bitmine promissory note delivered to each of BIT and IDI (originally May 15, 2022 and October 15, 2022) were, in each case extended by two months by mutual agreement of the parties due to supply chain delays effecting the shipment and delivery of the mining equipment to the Company. See Note 10 “Subsequent Events” for an update this agreement

● Effective January 13, 2022, the Company borrowed funds pursuant to the terms of a Securities Purchase Agreement entered into with AJB Capital Investments, LLC (“AJB”), and issued a Promissory Note in the principal amount of $750,000 (the “Jan. AJB Note”) to AJB in a private transaction for a purchase price of $675,000 (giving effect to a 10% original issue discount). The maturity date of the Jan. AJB Note was July 12, 2022. The Jan. AJB Note bears interest at 10% per year, and principal and accrued interest was to be due on the maturity date. In connection with a subsequent loan extended to the Company by AJB on or ~~2020.~~about May 3, 2022 (as further described below) the Company repaid all outstanding obligations that were due to AJB under the Jan. AJB Note.

● 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. The Sixth Street Note had a maturity date of January 13, 2023 and the Company 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 had the right to prepay the Sixth Street Note in accordance with the terms set forth in the Sixth Street Note.

In connection with a subsequent loan extended to the Company by 1800 Diagonal Lending, LLC on or about September 30, 2022 (as further described below) the Company repaid all outstanding obligations that were due to Sixth Street under the Sixth Street Note.

● On February 24, 2022, the Company borrowed funds pursuant to the terms of a Securities Purchase Agreement (the “Feb. SPA”) entered into with 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). 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.

● On April 7, 2022, the Company borrowed funds pursuant to the terms of a Securities Purchase Agreement (the “April SPA”) entered into with Efrat Investments LLC (“Efrat”) and issued a Promissory Note in the principal amount of $220,000 to Efrat (the “Efrat Note”) in a private transaction for a purchase price of $198,000 (giving effect to an original issue discount). After payment of the fees and costs, the net proceeds from the Efrat Note will be used by the Company for working capital and other general corporate purposes.

The maturity date of the Efrat Note is September 7, 2022, although the maturity date may be extended for six months upon the consent of Efrat and the Company. The Efrat Note bears interest at 10% per year, and principal and accrued interest is due on the maturity date. The Company may prepay the Efrat Note at any time without penalty. Any failure by the Company to make required payments under the Efrat Note or to comply with various covenants, among other matters, would constitute an event of default. Upon an event of default under the April SPA or the Efrat Note, the Efrat Note will bear interest at 18%, Efrat may immediately accelerate the Efrat Note due date, Efrat may convert the amount outstanding under the Efrat Note into shares of Company common stock at a discount to the market price of the stock, and Efrat will be entitled to its costs of collection, among other penalties and remedies.

● On May 3, 2022, the Company borrowed funds pursuant to the terms of a Securities Purchase Agreement (the “May AJB SPA”) entered into with AJB, and issued a Promissory Note in the principal amount of $1,000,000 (the “May AJB Note”) to AJB in a private transaction for a purchase price of $900,000 (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.

At the closing the Company repaid all obligations owed to AJB pursuant to a 10% promissory note in the principal amount of $750,000 issued in favor of AJB in January 2022 as generally described above. After the repayment of that promissory note, and after payment of the fees and costs, the $138,125 net proceeds from the issuance of the May AJB Note are expected to be utilized for working capital and other general corporate purposes.

The maturity date of the May ABJ Note is November 3, 2022, but it may be extended by the Company for six months with the interest rate to increase during the extension period. The May AJB Note bears interest at 10% per year, and principal and accrued interest is due on the maturity date. The Company may prepay the May AJB Note at any time without penalty. Under the terms of the May 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 May 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 May AJB SPA or May AJB Note, the May AJB Note will bear interest at 18%, AJB may immediately accelerate the May AJB Note due date, AJB may convert the amount outstanding under the May 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.

● On July 8, 2022, The Company borrowed funds pursuant to a Securities Purchase Agreement (the “SPA”) entered into with 1800 Diagonal Lending, LLC (“Diagonal”), and Diagonal purchased a convertible promissory note (the “Note”) from the Company in the aggregate principal amount of $79,250. Pursuant to the SPA, the Company agreed to reimburse Diagonal for certain fees in connection with entry into the SPA and the issuance of the Note. The SPA contains customary representations and warranties by the Company and Diagonal typically contained in such documents.

The maturity date of the Note is July 5, 2023 (the “Maturity Date”). The Note bears interest at a rate of 10% per annum, and a default interest of 22% per annum. Diagonal has the option to convert all of the outstanding amounts due under the Note into shares of the Company’s common stock beginning on the date which is 180 days following the date of the Note and ending on the later of: (i) the Maturity Date and (ii) the date of payment of the default amount, as such term is defined under the Note. The conversion price under the Note for each share of common stock is equal to 65% of the lowest trading price of the Company’s common stock for the 10 trading days prior to the conversion date. The conversion of the Note is subject to a beneficial ownership limitation of 4.99% of the number of shares of common stock outstanding immediately after giving effect to such conversion. Failure of the Company to convert the Note and deliver the common stock when due will result in the Company paying Diagonal a monetary penalty for each day beyond such deadline.

Prior to the 180th day of the issuance date Note, the Company may prepay the Note in whole or in part, however, if it does so between the issuance date and the date which is 60 days from the issuance date, the repayment percentage is 115%. If the Company prepays the Note between the 61st day after issuance and the 120th day after issuance, the prepayment percentage is 120%. If the Company prepays the Note between the 121st day after issuance and 180 days after issuance, the prepayment percentage is 125%. After such time, the Company can submit an optional prepayment notice to Diagonal, however the prepayment shall be subject to the agreement between the Company and Diagonal on the applicable prepayment percentage.

● On July 27, 2022, The Company entered into a Securities Purchase Agreement (the “Purchase Agreement”) with Coventry Enterprises, LLC (“Coventry”), pursuant to which Coventry purchased a 10% unsecured promissory Note (the “Note”) from the Company in the principal amount of $200,000, of which $40,000 was retained by Coventry through an “Original Issue Discount” for due diligence and origination related to the transaction. Pursuant to the terms of the Purchase Agreement, the Company also agreed to issue 25,000 shares of restricted common stock to Coventry as additional consideration for the purchase of the Note. In addition, in the Purchase Agreement the Company granted Coventry a right of first refusal with respect to certain types of equity financing transactions the Company may pursue or effect.

The Note bears interest at a rate of 10% per annum, with guaranteed interest (the “Guaranteed Interest”) of $20,000 being deemed earned as of date of issuance of the Note. The Note matures on July 15, 2023. The principal amount and the Guaranteed Interest is due and payable in seven equal monthly payments of $31,428.57, beginning on December 15, 2022 and continuing on the third day of each month thereafter until paid in full.

Any or all of the principal amount and the Guaranteed Interest may be prepaid at any time and from time to time, in each case without penalty or premium.

If an Event of Default (as defined in the Note) occurs, consistent with the terms of the Note, the Note will become convertible, in whole or in part, into shares of the Company’s common stock at Coventry’s option, subject to a 4.99% beneficial ownership limitation (which may be increased up to 9.99% by Coventry). The per share conversion price is 90% of the lowest volume-weighted average trading price during the 20-trading day period before conversion.

In addition to certain other remedies, if an Event of Default occurs, consistent with the terms of the Note, the Note will bear interest on the aggregate unpaid principal amount and Guaranteed Interest at the rate of the lesser of 18% per annum or the maximum rate permitted by law.

● On September 30, 2202, the Company borrowed funds pursuant to a Securities Purchase Agreement (the “SPA”) entered into with 1800 Diagonal Lending, LLC (“Diagonal”), and Diagonal purchased a convertible promissory note (the “Note”) from the Company in the aggregate principal amount of $108,936 (giving effect to an original issue discount). The SPA contains customary representations and warranties by the Company and Diagonal typically contained in such documents.

A portion of the proceeds from the sale of the Note were used by the parties to satisfy all remaining amounts due under a convertible promissory note dated January 11, 2022, issued by the Company to Sixth Street Lending, LLC. After payment of fees, and after satisfaction of the January 11, 2022 convertible promissory note in favor of Sixth Street Lending, the net proceeds to the Company were $80,000, which will be used for working capital and other general corporate purposes.

The Note has a maturity date of September 26, 2023, and the Company has agreed to pay interest on the unpaid principal balance of the Note at the rate of twelve percent (12.0%) per annum from the date on which the 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 on November 15, 2022. The Company has the right to prepay the Note in accordance with the terms set forth in the Note.

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

● On December 15, 2022, Company borrowed funds pursuant to a Securities Purchase Agreement (the “SPA”) entered into with 1800 Diagonal Lending, LLC (“Diagonal”), and Diagonal purchased a convertible promissory note (the “Note”) from the Company in the aggregate principal amount of $88,760 (giving effect to an original issue discount). Net proceeds from the sale of the Note will be used primarily for general working capital purposes. The SPA contains customary representations and warranties by the Company and Diagonal typically contained in such documents.

The Note has a maturity date of December 9, 2023, and the Company has agreed to pay interest on the unpaid principal balance of the Note at the rate of twelve percent (12.0%) per annum, with interest being payable through a one-time interest charge of $10,651 being applied on the principal amount of the Note on the issuance date. Payments are due monthly, beginning on January 30, 2023. The Company has the right to prepay the Note in accordance with the terms set forth in the Note.

~~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~~● On January ~~13, 2022, the~~10, 2023, The Crypto Company (the “Company”) borrowed funds pursuant to ~~the terms of~~ a Securities Purchase Agreement (the ~~“AJB SPA”~~“SPA”) entered into with ~~AJB Capital Investments,~~1800 Diagonal Lending, LLC (“~~AJB”~~Diagonal”), and ~~issued~~Diagonal purchased a ~~Promissory Note~~convertible promissory note (the “Note”) from the Company in the aggregate principal amount of $~~750,000~~ 79,250(. Pursuant to the ~~“AJB Note”)~~SPA, the Company agreed to ~~AJB~~reimburse Diagonal for certain fees in ~~a private transaction for a purchase price of $675,000~~ ~~(giving effect to a~~ 10~~% original issue discount). In~~ connection with entry into the ~~sale~~SPA and the issuance of the ~~AJB Note,~~Note. The SPA contains customary representations and warranties by 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.~~Diagonal typically contained in such documents.

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.~~January 3, 2024 (the “Maturity Date”). The ~~AJB~~ Note bears interest at a rate of 10% per ~~year,~~annum, and ~~principal and accrued~~a default interest isof 22% per annum. Diagonal has the option to convert all of the outstanding amounts due under the Note into shares of the Company’s common stock beginning on the ~~maturity~~date which is 180 days following the date of the Note and ending on the later of: (i) the Maturity Date and (ii) the date of payment of the default amount, as such term is defined under the Note. The conversion price under the Note for each share of common stock is equal to 65% of the lowest trading price of the Company’s common stock for the 10 trading days prior to the conversion date. The conversion of the Note is subject to a beneficial ownership limitation of 4.99% of the number of shares of common stock outstanding immediately after giving effect to such conversion. Failure of the Company to convert the Note and deliver the common stock when due will result in the Company paying Diagonal a monetary penalty for each day beyond such deadline.

The Company may prepay the ~~AJB~~ Note atin whole, however, if it does so between the issuance date and the date which is 60 days from the issuance date, the repayment percentage is 115%. If the Company prepays the Note on or between the 61st day after issuance and the 90th day after issuance, the prepayment percentage is 120%. If the Company prepays the Note on or between the 91st day after issuance and 180 days after issuance, the prepayment percentage is 125%. After such time, the Company can submit an optional prepayment notice to Diagonal, however the prepayment shall be subject to the agreement between the Company and Diagonal on the applicable prepayment percentage.

Pursuant to the Note, as long as the Company has any ~~time without penalty. Under~~obligations under the ~~terms of the AJB~~ Note, the Company ~~may not~~cannot without Diagonal’s written consent, sell, alease or otherwise dispose of any significant portion of its assets ~~without~~which would render the ~~approval~~Company a “shell company” as such term is defined in SEC Rule 144. Additionally, under the Note, any consent to the disposition of ~~AJB,~~any assets may ~~not issue additional debt that is not subordinate~~be conditioned on a specified use of the proceeds of disposition.

The Note contains standard and customary events of default such as failing to ~~AJB, must~~timely make payments under the Note when due, the failure of the Company to timely comply with ~~the Company’s reporting requirements under~~ the Securities Exchange Act of 1934, as amended, reporting requirements and ~~must~~the failure to maintain ~~the~~a listing ~~of the Company’s common stock~~ on the OTC ~~Market or other exchange,~~Markets. The occurrence of any of the events of default, entitle Diagonal, among other ~~restrictions~~things, to accelerate the due date of the unpaid principal amount of, and ~~requirements. The Company’s failure~~all accrued and unpaid interest on, the Note. Upon an “Event of Default”, interest shall accrue at a default interest rate of 22%, and the Company may be obligated pay to ~~make required payments~~the Diagonal an amount equal to 150% of all amounts due and owing 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.Note.

● On February 2, 2023, The Crypto 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”~~“Company”)~~. 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”~~“SPA”) entered into with ~~Sixth Street Lending,~~Fast Capital, LLC (“~~Sixth Street”~~Fast Capital”), and Fast Capital purchased a 10% convertible promissory note (the “Note”) ~~and issued a Promissory Note~~from the Company in the aggregate principal amount of $~~116,200~~ 115,000~~(the “Sixth Street Note”) to Sixth Street in a private transaction to for a purchase price of $103,750~~ ~~(giving effect to~~. The Note has an original issue ~~discount). The Company agreed to various covenants~~discount of $10,000, resulting in ~~the Sixth Street SPA. After payment of the fees, the net~~gross proceeds to the Company ~~were~~of $~~100,000~~105,000~~, which will be used~~. Pursuant to the SPA, the Company agreed to reimburse Fast Capital for ~~working capital~~certain fees in connection with entry into the SPA and ~~other general corporate purposes.~~the issuance of the Note. The SPA contains certain covenants and customary representations and warranties by the Company and Fast Capital typically contained in such documents.

The ~~Sixth Street Note has a~~ maturity date of the Note is January ~~13, 2023~~30, 2024~~and the Company has agreed to pay~~. The Note bears interest ~~on the unpaid principal balance of the Sixth Street Note~~ at ~~the~~a rate of ~~twelve percent (12.0~~10%) per annum, ~~from~~and a default interest of 24% per annum. Interest is payable in shares of Company common stock.

For the ~~date on which~~first six months, 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 principal and accrued interest due under the ~~Sixth Street~~ Note ~~in accordance with~~at a premium of between 15% and 40% depending on when it is repaid. The Note may not be prepaid after the ~~terms set forth in the Sixth Street Note.~~180th day of its issuance.

~~Following an event~~Fast Capital has the right at any time after the six-month anniversary of ~~default,~~the date of issuance of the Note to convert all or any part of the outstanding and ~~subject to certain limitations, the outstanding~~unpaid principal amount of the ~~Sixth Street~~ Note ~~may be converted~~ into ~~shares of~~ Company common ~~stock. Amounts due under~~stock, subject to a beneficial ownership limitation. The conversion price of the ~~Sixth Street~~ Note ~~would be converted into shares~~equals 60% of the lowest closing price of the Company’s common stock atfor the 20 prior trading days, including the day upon which a notice of 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.~~is delivered.

The Note contains various covenants standard and customary events of default such as failing to timely make payments under the Note when due, the failure to maintain a listing on the OTC Markets or the Company defaulting on any other note or similar debt obligation into which the Company has entered and failed to cure within the applicable grace period. The occurrence of any of the events of default, entitle First Capital, among other things, to accelerate the due date of the unpaid principal amount of, and all accrued and unpaid interest on, the Note. Upon an “Event of Default”, interest shall accrue at a default interest rate of ~~February 2022 Miner Acquisitions~~24%, and certain defined events of default may give rise to other remedies (such as, if the Company is delinquent in its periodic report filings with the Securities and Exchange Commission then the conversion price of the Note may be decreased).

~~Effective February 23, 2022, the~~● On March 7, 2023, The Crypto 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”~~(the “Company”) ~~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”~~“SPA”) entered into with ~~AJB Capital Investments,~~1800 Diagonal Lending, LLC (“~~AJB”~~Diagonal”), and ~~issued~~Diagonal purchased a ~~Promissory Note~~convertible promissory note (the “Note”) from the Company in the aggregate principal amount of $~~300,000~~54,250 ~~(the “Feb. Note”)~~. Pursuant to ~~ABJ~~the SPA, the Company agreed to reimburse Diagonal for certain fees in ~~a private transaction for a purchase price of $275,000 (giving effect to an original issue discount). After payment~~connection with entry into the SPA and the issuance of the ~~fees~~Note. The SPA contains customary representations and ~~costs, the net proceeds to~~warranties by the Company ~~were $257,000, which will be used for working capital~~ and ~~other general corporate purposes.~~Diagonal typically contained in such documents.

The maturity date of the ~~Feb.~~ Note is ~~August 24, 2022~~March 2, 2024~~, but it may be extended for six months upon the consent of AJB and the Company.~~ (the “Maturity Date”). The ~~Feb.~~ Note bears interest at a rate of ~~10%~~10% per ~~year,~~annum, and ~~principal and accrued~~a default interest isof 22% per annum. Diagonal has the option to convert all of the outstanding amounts 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~~the Company’s common stock ~~at a discount~~beginning on the date which is 180 days following the date of the Note and ending on the later of: (i) the Maturity Date and (ii) the date of payment of the default amount, as such term is defined under the Note. The conversion price under the Note for each share of common stock is equal to 65% of the ~~market~~lowest trading price of the Company’s common stock for the 10 trading days prior to the conversion date. The conversion of the Note is subject to a beneficial ownership limitation of 4.99% of the number of shares of common stock outstanding immediately after giving effect to such conversion. Failure of the Company to convert the Note and ~~AJB~~deliver the common stock when due will ~~be entitled to its costs of collection, among other penalties and remedies.~~result in the Company paying Diagonal a monetary penalty for each day beyond such deadline.

The Company ~~provided various representations, warranties,~~may prepay the Note in whole, however, if it does so between the issuance date and ~~covenants~~the date which is 60 days from the issuance date, the repayment percentage is 115%. If the Company prepays the Note on or between the 61st day after issuance and the 90th day after issuance, the prepayment percentage is 120%. If the Company prepays the Note on or between the 91st day after issuance and 180 days after issuance, the prepayment percentage is 125%. After such time, the Company can submit an optional prepayment notice to ~~AJB in~~Diagonal, however the ~~Feb SPA.~~ prepayment shall be subject to the agreement between the Company and Diagonal on the applicable prepayment percentage.

The ~~Company’s breach~~Note contains standard and customary events of ~~any representation or warranty, or~~default such as failing to timely make payments under the Note when due, the failure of the Company to timely comply with the ~~covenants would constitute an event~~Securities Exchange Act of ~~default. Also pursuant~~1934, as amended, reporting requirements and the failure to maintain a listing on the ~~Feb. SPA, the Company paid AJB a commitment fee~~OTC Markets. The occurrence of ~~60,000~~ ~~unregistered shares~~any of the ~~Company’s common stock (the “commitment fee shares”). If, after~~events of default, entitle Diagonal, among other things, to accelerate the ~~sixth month anniversary~~due date of ~~closing~~the unpaid principal amount of, and ~~before~~all accrued and unpaid interest on, the ~~thirty-sixth month anniversary~~Note. Upon an “Event of ~~closing, AJB has been unable to sell the commitment fee shares for $~~Default”, interest shall accrue at a default interest rate of ~~150,000, then~~22%, and the Company may be ~~required to issue additional shares or~~obligated 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~~Diagonal an amount equal to ~~AJB a common stock purchase warrant (the “warrant”) to purchase~~ ~~200,000~~150 ~~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~~all amounts due 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’ obligationsowing under the ~~Feb. SPA, Feb. Note and warrant.~~Note.

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~~ ☐

	Part I

Item 1	Business	3
Item 1A	Risk Factors	5
Item 1B	Unresolved Staff Comments	5
Item 2	Properties	5
Item 3	Legal Proceedings	5
Item 4	Mine Safety Disclosures	5

	Part II

Item 5	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	2122

Signatures		2223

Period	High		Low
2022
First Quarter	$	3.59	$	1.71
Second Quarter	$	1.90	$	0.85
Third Quarter	$	0.92	$	0.34
Fourth Quarter	$	0.46	$	0.16

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

	●	our ability to execute our business plan and achieve profitability;
	●	our ~~limited operating history;~~levels of indebtedness;
	●	rapidly advancing technology;
	●	the impact of competitive or alternative services and technologies;
	●	the impact of government regulations on certain uses of blockchain ~~technology;~~ technology, volatility of digital assets in general, and the public perceptions of blockchain technology and crypto currency;
	●	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.

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				Number of Shares		Weighted Average Exercise Price		Weighted Average Remaining Contractual Term (years)		Aggregate Intrinsic Value
					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 outstanding, at December 31, 2021										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
Options outstanding, at December 31, 2022										2,281,429	$	2.26		3.25	$	5,155,003
Vested and exercisable at December 31, 2022										2,281,429	$	2.26		3.25	$	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.

Name	Age	Position
Ronald Levy
~~Ronald Levy~~	6263	Director, Chief Executive Officer, Interim Chief Financial Officer, Chief Operating Officer and Secretary
Anthony Strickland	5253	Director
Holly Ruxin	5253	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

	(2)
	~~(2)~~	The total CEO’s salary for the years ended December 31, ~~2021~~2022 and December 31, ~~2020~~2021 was $360,000 per year. The total salary for the two years amounted to $720,000 of which ~~$576,316~~$711,316 of this amount has been deferred and is recorded in accrued expenses on the Company’s balance sheet as of December 31, ~~2021.~~

	~~(3)~~	~~Reflects the issuance of 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.~~2022.

	●	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		27.1	%

Anthony Strickland (2)		515,000		2.0	%

Holly Ruxin (3)		365,000		1.4	%

All Directors and Executive Officers as a Group		7,812,427		30.5	%

5% Shareholders

James Gilbert		7,434,821		29.0	%

Rafael Furst		2,137,309		8.3	%

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. I~~ncludes~~Includes vested options to purchase 1,250,000 shares of Common Stock that may be exercised at any time.

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

	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.
Exhibit								Incorporated by Reference
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		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		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		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		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		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		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		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		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		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

3.4	Certificate of Amendment to Articles of Incorporation of Crypto Sub, Inc.	8-K	3.4	10/11/17	000-55726		Certificate of Amendment to Articles of Incorporation of Crypto Sub, Inc.	8-K	3.1	2/7/2023	000-55726

3.5	Amended and Restated Bylaws	8-K	3.1	2/28/18	000-55726		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		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		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		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		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		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		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	**	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		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	**	Form of Director Services Agreement	8-K	10.2	5/25/18	000-55726 **

10.14	Securities Purchase Agreement, dated February 24, 2022, between The Crypto Company and AJB Capital Investments, LLC	10-K	10.14	03-10-2022	000-55726

10.15	Promissory Note in favor of Sixth Street Lending LLC, dated February 24, 2022	10-K	10.15	03-10-2022	000-55726

10.16	Common Stock Purchase Warrant, dated February 24, 2022, for 200,000 shares issued by Crypto Company to AJB Capital Investments.	10-K	10.16	03-10-2022	000-55726

10.17	Promissory Note in favor of Innovative Digital Investors, LLC, dated February 23, 2022	10-K	10.17	03-10-2022	000-55726

10.18	Promissory Note in favor of Bitmine Immersion Technologies, LLC, dated February 23, 2022	10-K	10.18	03-10-2022	000-55726

10.19	Purchase Agreement and Bill of Sale, dated February 23, 2022, between The Crypto Company and Innovative Digital Investors, LLC	10-K	10.19	03-10-2022	000-55726

10.20	Purchase Agreement and Bill of Sale, dated February 23, 2022, between The Crypto Company and Bitmine Immersion Technologies, LLC	10-K	10.20	03-10-2022	000-55726

10.21	AJB Security Agreement dated 2-24-2022				*

10.22	Efrat Note dated 4-7-2022				*

10.23	Efrat Secruity Agreement dated 4-7-2022				*

10.24	Efrat SPA dated 4-7-2022				*

10.25	AJB Note dated 5-3-2022				*

10.26	AJB SPA dated 5-3-2022				*

10.27	AJB Security Agreement dated 5-3-2022				*

10.28	1800 Diagonal Note dated 7-5-2022				*

10.29	1800 Diagonal SPA dated 7-5-2022				*

10.30	Coventry Note dated 7-15-2022				*

10.31	Coventry SPA dated 7-15-2022				*

10.32	1800 Diagonal Note dated 9-26-2022				*

10.33	1800 Diagonal SPA dated 9-26-2022				*

10.34	1800 Diagonal Note 12-9-2022				*

10.35	1800 Diagonal SPA dated 12-9-2022				*

10.36	1800 Diagonal Note dated 1-3-2023				*

10.37	1800 Diagonal SPA dated 1-3-2023				*

10.38	Fast Capital Note dated 1-30-2023				*

10.39	Fast Capital SPA dated 1-30-2023				*

10.40	1800 Diagonal Note dated 3-2-2023				*

10.41	1800 Diagonal SPA dated 3-2-2023				*

21.1	List of Subsidiaries of The Crypto Company	10-K	21.1	03-10-2022	000-55726

31	Certification of the Chief Executive Officer, Interim Chief Financial Officer and Chairman of the Board pursuant to section 302 of the Sarbanes-Oxley Act of 2002				*

32	Certification of the Chief Executive Officer, Interim Chief Financial Officer and Chairman of the Board pursuant to section 906 of the Sarbanes-Oxley Act of 2002				*

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)

	THE CRYPTO COMPANY
	(Registrant)

	By:	/s/ Ron Levy
		Ron Levy
		Chief Executive Officer

Signature		Title

/s/ Ron Levy		Chief Executive Officer, Interim Chief Financial Officer and Chairman of the Board
Ron Levy		(Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer)

/s/ Anthony Strickland
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~~Sheets December 31, ~~2021~~2022 and ~~2020~~2021	F-3

Consolidated Statement of Operations For the Years Ended December 31, ~~2021~~2022 and December 31, ~~2020~~2021	F-4

Consolidated Statement of Stockholders’ Equity (Deficit) For the Years Ended December 31, ~~2021~~2022 and December 31, ~~2020~~2021	F-5

Consolidated Statement of Cash Flows For Years Ended December 31, ~~2021~~2022 and ~~2020~~2021	F-6

Notes to Consolidated Financial Statements	F-7 – ~~F-17~~F-18

	December 31, 2021			December 31, 2020
							December 31, 2022			December 31, 2021
ASSETS
CURRENT ASSETS
Cash and cash equivalents	$	75,699		$	26,326		$	110,606		$	75,699
Accounts receivable, net		-			3,900
Prepaid expenses		86,179			-			81,317			86,179
Total current assets		161,878			30,226			191,923			161,878
Fixed assets								50,000			-
Goodwill		740,469			-			740,469			740,469
Intangible assets, net		617,501			-			574,169			617,501
TOTAL ASSETS	$	1,519,848		$	30,226		$	1,556,561		$	1,519,848

LIABILITIES AND STOCKHOLDERS’ EQUITY
COMMITMENT AND CONTINGENCIES								-			-

LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)

CURRENT LIABILITIES
Accounts payable and accrued expenses	$	1,933,800		$	1,933,281		$	2,265,548		$	1,933,800
Notes Payable		444,500			300,000
Notes payable, net								2,211,353			444,500
Total current liabilities		2,378,300			2,233,281			4,476,901			2,378,300
Convertible debt		125,000			125,000			125,000			125,000
Notes Payable - Other		32,365			67,592
Notes payable - other								14,100			32,365
TOTAL LIABILITIES		2,535,665			2,425,873			4,616,001			2,535,665

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
Common stock, $0.001 par value; 750,000,000 shares authorized, 23,950,380 and 22,205,248 shares issued and outstanding, as of December 31, 2022 and 2021, respectively								23,950			22,205
Additional paid-in-capital		32,830,496			30,665,823			36,448,046			32,830,496
Accumulated deficit		(33,868,518	)		(33,082,888	)		(39,531,436	)		(33,868,518	)
TOTAL STOCKHOLDERS’ (DEFICIT)		(1,015,817	)		(2,395,647	)
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$	1,519,848		$	30,226
TOTAL STOCKHOLDERS’ EQUITY (DEFICIT)								(3,059,440	)		(1,015,817	)
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)							$	1,556,561		$	1,519,848

							December 31, 2022			December 31, 2021
	For the twelve months ended						For the twelve months ended
	December 31, 2021			December 31, 2020			December 31, 2022			December 31, 2021

Revenue:
Services	$	434,552		$	14,400		$	619,538		$	434,552
Cost of services		273,796			-			369,313			273,796
Gross margin	$	160,756		$	14,400
Gross profit								250,225			160,756

Operating expenses:
General and administrative expenses		1,471,226			749,930			1,864,543			1,471,226
Amortization of intangible assets		32,499			-
Amortization								43,332			32,499
Depreciation								87,222			-
Share-based compensation - employee		114,020			175,018			275,351			114,020
Share-based compensation - non-employee		622,124			2,146,655			1,828,775			622,124
Total Operating Expenses								4,099,223			2,239,869
Operating loss								(3,848,998	)		(2,079,113	)
Other income								18,265			145,188
Loss on disposal of business								(142,728	)		-
Other income recovery of token investment								67,600			1,164,662
Interest expense								(1,757,057	)		(16,367	)
Loss before provision for income taxes								(5,662,918	)		(785,630	)
Provision for income taxes								-			-
Net loss							$	(5,662,918	)	$	(785,630	)

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	)
Net loss per share, basic and diluted							$	(0.24	)	$	(0.04	)
Weighted average common shares outstanding – basic and diluted		22,062,375			21,401,204			23,188,092			22,062,375

							Additional					Total
	Common stock						paid-in-		Accumulated			Stockholders’
	Shares			Amount			capital		Deficit			Equity
Balance, December 31, 2020		21,417,841		$	21,418		$	30,665,823	$	(33,082,888	)	$	(2,395,647	)
Stock issued in connection with warrant exercise		41,858			42			20,887					20,929
Stock issued for cash at $2.00 per share, with warrants		412,500			413			824,588					825,000
Stock compensation expense in connection with issuance of common stock		231,610			232			714,983					715,215
Stock issued for acquisition of BTA		201,439			201			604,116					604,317
Cancellation of shares		(100,000	)		(100	)		100					-
Net loss		-			-			-		(785,630	)		(785,630	)
Balance, December 31, 2021		22,205,248		$	22,205		$	32,830,497	$	(33,868,518	)	$	(1,015,817	)

	Common stock						Additional paid-in-		Accumulated			Total Stockholders’
	Shares			Amount			capital		Deficit			Equity
Balance, December 31, 2020		21,417,841		$	21,418		$	30,665,823	$	(33,082,888	)	$	(2,395,647	)
Stock issued in connection with Warrant Exercise		41,858			42			20,887					20,929
Stock issued for cash at $2.00 per share, with warrants		412,500			413			824,588					825,000
Stock compensation expense in connection with issuance of common stock		231,610			232			714,983					715,215
Stock issued for acquisition of BTA		201,439			201			604,116					604,317
Cancellation of shares		(100,000	)		(100	)		100					-
Net loss		-			-			-		(785,630	)		(785,630	)
Balance, December 31, 2021		22,205,248		$	22,205		$	32,830,497	$	(33,868,518	)	$	(1,015,817	)

	●	Step 1: Identify the contract with the customer
	●	Step 2: Identify the performance obligations in the contract
	●	Step 3: Determine the transaction price
	●	Step 4: Allocate the transaction price to the performance obligations in the contract
	●	Step 5: Recognize revenue when the Company satisfies a performance obligation