UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
| FORM 12b-25 | SEC File Number: 000-55726 | |
| NOTIFICATION OF LATE FILING | CUSIP Number: 22906C102 |
| (Check One): | [X] Form 10-K [ ] Form 20-F [ ] Form 11-K [ ] Form 10-Q [ ] Form 10-D [ ] Form N-SAR [ ] Form N-CSR |
| For Period Ended: | December 31, 2019 |
| [ ] | Transition Report on Form 10-K | |
| [ ] | Transition Report on Form 20-F | |
| [ ] | Transition Report on Form 11-K | |
| [ ] | Transition Report on Form 10-Q | |
| [ ] | Transition Report on Form N-SAR |
| For the Transition Period Ended: |
| Nothing in this form shall be construed to imply that the Commission has verified any information contained herein. |
If the notification relates to a portion of the filing checked above, identify the item(s) to which the notification relates:
PART I – REGISTRANT INFORMATION
| The Crypto Company |
| Full Name of Registrant |
Croe, Inc. |
| Former Name if Applicable |
| 22809 Pacific Coast Highway |
| Malibu, CA 90265 |
| City, State and Zip Code |
PART II – RULE 12b-25 (b) AND (c)
If the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25(b), the following should be completed. (Check box if appropriate.)
| (a) | The reason described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense; | |
| [X] | (b) | The subject annual report, semi-annual report, transition report on Form 10-K, Form 20-F, Form 11-K, Form N-SAR or Form N-CSR, or portion thereof, will be filed on or before the fifteenth calendar day following the prescribed due date; or the subject quarterly report or transition report on Form 10-Q or subject distribution report on Form 10-D, or portion thereof, will be filed on or before the fifth calendar day following the prescribed due date; and |
| (c) | The accountant’s statement or other exhibit required by Rule 12b-25(c) has been attached if applicable. |
PART III – NARRATIVE
State below in reasonable detail why Forms 10-K, 20-F, 11-K, 10-Q, 10-D, N-SAR, N-CSR, or the transition report or portion thereof, could not be filed within the prescribed time period.
The Crypto Company (the “Company”) has been relying on the Securities and Exchange Commission’s Order under Section 36 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), Granting Exemptions From Specified Provisions of the Exchange Act and Certain Rules Thereunder dated March 4, 2020 (Release No. 34-88318), which has since been superseded by the Order under Section 36 of the Exchange Act, Modifying Exemptions From the Reporting and Proxy Delivery Requirements for Public Companies dated March 25, 2020 (Release No 34-88465) (the “Order”) to delay the filing of the Company’s Annual Report on Form 10-K for the year ended December 31, 2019 (the “2019 10-K”) due to the circumstances related to COVID-19. COVID-19 has caused disruptions in our normal interactions with our auditors. Because the audit personnel are now working remotely as much as possible, and relying on our minimal staff to furnish work papers and other documents, the Company has experienced a delay in completing the financial information necessary for inclusion in its 2019 10-K. Accordingly, the Company is unable to complete its audit and file on a timely basis the 2019 10-K, without unreasonable effort and expense, prior to its due date (as extended by the Order). The Company intends to file the 2019 10-K as soon as practicable and within the allotted extension period provided under Rule 12b-25 of the Exchange Act.
PART IV – OTHER INFORMATION
| (1) | Name and telephone number of person to contact in regard to this notification |
| Ron Levy | (424) | 228-9955 | |||
| (Name) | (Area Code) | (Telephone Number) |
| (2) | Have all other periodic reports required under Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of 1940 during the preceding 12 months or for such shorter period that the registrant was required to file such report(s) been filed? If the answer is no, identify report(s). |
| [X] Yes [ ] No | |
| (3) | Is it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year will be reflected by the earnings statements to be included in the subject report or portion thereof? |
| [ ] Yes [X] No | |
| If so, attach an explanation of the anticipated change, both narratively and quantitatively, and, if appropriate, state the reasons why a reasonable estimate of the results cannot be made. |
The Crypto Company
(Name of Registrant as Specified in Charter)
has caused this notification to be signed on its behalf by the undersigned thereunto duly authorized.
| Date: May 14, 2020 | By: | /s/ Ron Levy |
| Ron Levy | ||
| Chief Executive Officer, Chief Operating Officer and Secretary |
