The Crypto Company (CRCW) 10-Q 21 Aug 23 2023 Q2 Quarterly report Financial data

Cover

Cover - shares	6 Months Ended
	Jun. 30, 2023	Aug. 21, 2023
Cover [Abstract]
Document Type	10-Q
Amendment Flag	false
Document Quarterly Report	true
Document Transition Report	false
Document Period End Date	Jun. 30, 2023
Document Fiscal Period Focus	Q2
Document Fiscal Year Focus	2023
Current Fiscal Year End Date	--12-31
Entity File Number	000-55726
Entity Registrant Name	THE CRYPTO COMPANY
Entity Central Index Key	0001688126
Entity Tax Identification Number	46-4212105
Entity Incorporation, State or Country Code	NV
Entity Address, Address Line One	23823 Malibu Road
Entity Address, Address Line Two	# 50477
Entity Address, City or Town	Malibu
Entity Address, State or Province	CA
Entity Address, Postal Zip Code	90265
City Area Code	(424)
Local Phone Number	228-9955
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		96,738,845

Consolidated Balance Sheets (Un

Consolidated Balance Sheets (Unaudited) - USD ($)	Jun. 30, 2023	Dec. 31, 2022
CURRENT ASSETS
Cash and cash equivalents	$ 17,682	$ 110,606
Prepaid expenses	19,117	81,317
Total current assets	36,799	191,923
Fixed assets		50,000
Goodwill	740,469	740,469
Intangible assets	552,503	574,169
TOTAL ASSETS	1,329,771	1,556,561
CURRENT LIABILITIES
Accounts payable and accrued expenses	2,589,752	2,265,548
Notes payable, net	2,408,045	2,211,353
Total current liabilities	4,997,797	4,476,901
Convertible debt	125,000	125,000
Notes payable - other	13,687	14,100
TOTAL LIABILITIES	5,136,484	4,616,001
STOCKHOLDERS’ DEFICIT
Common stock, $0.001 par value; 2,000,000,000 shares authorized, 53,821,118 and 23,950,380 shares issued and outstanding, respectively	53,821	23,950
Additional paid-in-capital	39,238,579	36,448,046
Accumulated deficit	(43,099,113)	(39,531,436)
TOTAL STOCKHOLDERS’ DEFICIT	(3,806,713)	(3,059,440)
TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT	$ 1,329,771	$ 1,556,561

Consolidated Balance Sheets (_2

Consolidated Balance Sheets (Unaudited) (Parenthetical) - $ / shares	Jun. 30, 2023	Dec. 31, 2022
Statement of Financial Position [Abstract]
Common stock, par value	$ 0.001	$ 0.001
Common stock shares authorized	2,000,000,000	2,000,000,000
Common stock, shares issued	53,821,118	23,950,380
Common stock, shares outstanding	53,821,118	23,950,380

Consolidated Statements of Oper

Consolidated Statements of Operations (Unaudited) - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Revenue:
Services	$ 106,610	$ 151,869	$ 255,202	$ 294,381
Cost of services	117,314	82,433	206,669	176,211
Gross margin	(10,705)	69,436	48,533	118,170
Operating expenses:
General and administrative expenses	320,500	506,390	765,525	1,123,370
Amortization	10,833	10,833	21,666	21,666
Depreciation		32,708		43,611
Share-based compensation - employee		109,447	6,761	272,447
Share-based compensation - non-employee	119,919	789,602	499,718	1,512,063
Total Operating Expenses	451,253	1,448,980	1,293,670	2,973,157
Operating loss	(461,957)	(1,379,545)	(1,245,137)	(2,854,987)
Other income	25,775		25,775
Loss on sale of equipment			(31,000)
Other income - recovery of token investment		66,765		81,765
Interest expense	(346,402)	(600,317)	(2,317,315)	(1,624,200)
Loss before provision for income taxes	(782,584)	(1,913,096)	(3,567,677)	(4,397,422)
Provision for income taxes
Net loss	$ (782,584)	$ (1,913,096)	$ (3,567,677)	$ (4,397,422)
Net income (loss) per share, Basic	$ (0.08)	$ (0.08)	$ (0.12)	$ (0.19)
Net income (loss) per share, diluted	$ (0.08)	$ (0.08)	$ (0.12)	$ (0.19)
Weighted average number of shares outstanding, Basic	35,731,866	23,000,073	30,444,263	22,752,500
Weighted average number of shares outstanding, diluted	35,731,866	23,000,073	30,444,263	22,752,500

Consolidated Statements of Stoc

Consolidated Statements of Stockholders' Equity (Unaudited) - USD ($)	Common Stock [Member]	Additional Paid-in Capital [Member]	Retained Earnings [Member]	Total
Balance at Dec. 31, 2021	$ 22,206	$ 32,830,497	$ (33,868,518)	$ (1,015,815)
Balance, shares at Dec. 31, 2021	22,205,248
Stock issued for cash at $3.28 per share	$ 8	26,232		26,240
Stock issued for cash, shares	8,000
Stock compensation expense in connection with issuance of common stock	$ 905	1,739,855		1,740,760
Stock compensation expense in connection with issuance of common stock, shares	904,921
Debt discount for warrants		1,488,927		1,488,927
Net loss			(4,397,422)	(4,397,422)
Stock issued in connection with warrant exercise’	$ 73	43,677		43,750
Stock issued in connection with warrant exercise, shares	73,250
Balance at Jun. 30, 2022	$ 23,191	36,129,189	(38,265,940)	(2,113,561)
Balance, shares at Jun. 30, 2022	23,191,419
Balance at Dec. 31, 2022	$ 23,950	36,448,046	(39,531,436)	(3,059,440)
Balance, shares at Dec. 31, 2022	23,950,380
Stock issued for cash at $3.28 per share	$ 125	24,875		25,000
Stock issued for cash, shares	125,000
Stock compensation expense in connection with issuance of common stock	$ 1,666	384,894		386,560
Stock compensation expense in connection with issuance of common stock, shares	1,665,157
Debt discount for warrants		2,031,499		2,031,499
Stock issued for loan payments	$ 28,081	349,265		377,346
Stock issued for loan payments of shares	28,080,581
Net loss			(3,567,677)	(3,567,677)
Balance at Jun. 30, 2023	$ 53,821	$ 39,238,579	$ (43,099,113)	$ (3,806,713)
Balance, shares at Jun. 30, 2023	53,821,118

Consolidated Statements of St_2

Consolidated Statements of Stockholders' Equity (Unaudited) (Parenthetical) - $ / shares	Jun. 30, 2023	Jun. 30, 2022
Statement of Stockholders' Equity [Abstract]
Shares issued, price per share	$ 5	$ 3.28

Consolidated Statements of Cash

Consolidated Statements of Cash Flows (Unaudited) - USD ($)	6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022
Cash flows from operating activities:
Net loss	$ (3,567,677)	$ (4,397,422)
Adjustments to reconcile net loss to net cash used in operations:
Depreciation and amortization	21,666	65,277
Share-based compensation	506,479	1,784,510
Debt discount for warrants	2,031,499	1,488,927
Loss on disposal of equipment	31,000
Change in operating assets and liabilities:
Prepaid expenses	62,200	67,350
Accounts payable and accrued expenses	324,203	72,900
Deferred revenue		21,000
Net cash (used in) operating activities	(590,629)	(897,458)
Cash flows from investing activities:
Purchase of computer equipment		(1,033,500)
Net cash (used in) investing activities		(1,033,500)
Cash flows from financing activities:
Proceeds from loans payable		(18,265)
Payment of notes payable	(187,062)
Proceeds from issuance of notes payable	659,767	1,866,498
Proceeds from common stock issuance	25,000	26,240
Net cash provided by financing activities	497,705	1,874,473
Net (decrease) in cash and cash equivalents	(92,924)	(56,485)
Cash and cash equivalents at the beginning of the period	110,606	75,699
Cash and cash equivalents at the end of the period	$ 17,682	$ 19,214

BASIS OF PRESENTATION

BASIS OF PRESENTATION	6 Months Ended
	Jun. 30, 2023
Accounting Policies [Abstract]
BASIS OF PRESENTATION	NOTE 1 – BASIS OF PRESENTATION Organization and Description of the Business The Crypto Company was incorporated in the State of Nevada on March 9, 2017. The Company is engaged in the business of providing consulting, training, and educational and related services for distributed ledger technologies (“blockchain”), for corporate and individual clients, enterprises for general blockchain education, as well as for the building of technological infrastructure and enterprise blockchain technology solutions. In recent periods the Company has generated revenues and incurred expenses primarily through these consulting and related 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 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. The Company’s accounting year-end is December 31.

SUMMARY OF SIGNIFICANT ACCOUNTI

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	6 Months Ended
	Jun. 30, 2023
Accounting Policies [Abstract]
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Going Concern The Company’s consolidated financial statements are prepared using the accrual method of accounting in accordance with United States (“U.S.”) generally accepted accounting principles (“GAAP”) and have been prepared on a going concern basis, which contemplates the realization of assets and the settlement of liabilities in the normal course of business. The Company has incurred significant losses and experienced negative cash flows since inception. As of June 30, 2023, the Company had cash of $ 17,682 3,567,677 4,960,998 43,099,113 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. Management’s Representation of Interim Financial Statements The accompanying unaudited consolidated financial statements have been prepared by the Company without audit pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). Certain information and disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) have been condensed or omitted as allowed by such rules and regulations, and management believes that the disclosures are adequate to make the information presented not misleading. These consolidated financial statements include all of the adjustments, which in the opinion of management are necessary to a fair presentation of financial position and results of operations. All such adjustments are of a normal and recurring nature. Interim results are not necessarily indicative of results for a full year. These consolidated financial statements should be read in conjunction with the audited consolidated financial statements as of December 31, 2022. The Company prepares its consolidated financial statements based upon the accrual method of accounting, recognizing income when earned and expenses when incurred. Basis of Presentation and Principles of Consolidation Use of Estimates The preparation of these consolidated financial statements in conformity with 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 valuation allowances of deferred taxes, and share-based compensation expenses. Actual results may differ from these estimates. In addition, any change in these estimates or their related assumptions could have an adverse effect on the Company’s operating results. Cash and Cash Equivalents The Company defines its cash and cash equivalents to include only cash on hand and certain highly liquid investments with original maturities of ninety days or less. The Company maintains its cash and cash equivalents at financial institutions, the balances of which may, at times, exceed federally insured limits. Management believes that the risk of loss due to the concentration is minimal. Investments in Cryptocurrency Investments were comprised of several cryptocurrencies the Company owned, of which a majority was Bitcoin, that were actively traded on exchanges. During 2018, the Company sold most of its investments and during 2019 wrote-off the remainder of all those investments because there was no method to obtain liquidity for those investments. The Company recorded this recovery as other income in its financial statements. As previously disclosed, the Company has ceased operations of its former cryptocurrency investment segment, and the Company liquidates newly issued/accessible assets from old investments as promptly as practicable for the sole purpose of winding down the Company’s legacy cryptocurrency investment segment. 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. The primary exchanges and principal markets the Company utilized for its trading were Kraken, Bittrex, Poloniex, and Bitstamp. As of June 30, 2023, the Company had written off the value of its investments in cryptocurrency. Investments Non-cryptocurrency The Company previously invested in simple agreements for future tokens (“SAFT”) and a simple agreement for future equity (“SAFE”) agreements. The SAFT agreements provide for the issuance of tokens in anticipation of a future token generation event, with the number of tokens predetermined based on the price established in each respective agreement. The SAFE investment included provisions that provide for either equity or tokens, or both. As of June 30, 2023, and December 31, 2022, the Company had written-off its investments in non- cryptocurrency. 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. 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. 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 exceed the amount measured as described above is reflected as a liability for unrecognized tax benefits along with any associated interest and penalties that would be payable to the taxing authorities upon examination. As of June 30, 2023, we are subject to federal taxation in the U.S., as well as state taxes. The Company has not been audited by the U.S. Internal Revenue Service. 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 the difficulty involved in determining fair value. 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, which 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. 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: ● 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 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. There was no cumulative impact on the Company’s retained earnings. During the period ended June 30, 2023, the Company’s main source of revenue was consulting and education services to numerous customers provided by and through BTA. The Company has determined that revenue should be recognized over time, as the service is provided. The Company considered the criteria in ASC 606 in reaching this determination, specifically: ● The customer receives and consumes the benefit provided by the Company’s performance as the Company performs. ● The Company’s performance enhances an asset controlled by the customer. ● The Company’s performance does not create an asset with alternative use, and the Company has an enforceable right to payment for performance completed to date. The consulting and education services performed during the period ended June 30, 2023, meet more than one of the criteria above. Share-based Compensation In accordance with ASC No. 718, Compensation-Stock Compensation, 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. On January 1, 2019, the Company adopted ASC No. 2018-07, Improvements to Nonemployee Share-Based Payment Accounting , 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 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 six-month periods ended June 30, 2023, and 2022, the Company had no potentially dilutive common stock equivalents. Therefore, the basic EPS and diluted EPS are the same.

RECENT ACCOUNTING PRONOUNCEMENT

RECENT ACCOUNTING PRONOUNCEMENTS	6 Months Ended
	Jun. 30, 2023
Accounting Changes and Error Corrections [Abstract]
RECENT ACCOUNTING PRONOUNCEMENTS	NOTE 3 - RECENT ACCOUNTING PRONOUNCEMENTS 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.

GOODWILL AND INTANGIBLE ASSETS

GOODWILL AND INTANGIBLE ASSETS	6 Months Ended
	Jun. 30, 2023
Goodwill and Intangible Assets Disclosure [Abstract]
GOODWILL AND INTANGIBLE ASSETS	NOTE 4 - GOODWILL AND INTANGIBLE ASSETS The Company entered into a Stock Purchase Agreement (the “SPA”) effective as of March 24, 2021 with BTA and its stockholders. On April 8, 2021, the Company completed the acquisition of all of the issued and outstanding stock of BTA and BTA became a wholly owned subsidiary of the Company. At the closing, the Company delivered to the sellers a total of $ 600,000 150,000 1 201,439 604,317 4,860 As a result of the foregoing, the Company initially recorded goodwill of $ 1,349,457 740,469 650,000 54,166 During the six months ended June 30, 2023, the Company recorded $ 43,611

NOTES PAYABLE

NOTES PAYABLE	6 Months Ended
	Jun. 30, 2023
Debt Disclosure [Abstract]
NOTES PAYABLE	NOTE 5 – NOTES PAYABLE On April 3, 2018, CoinTracking entered into a Loan Agreement (the “Loan Agreement”) with CoinTracking GmbH, which provided for total borrowings of up to $ 3,000,000 1,500,000 300,000 700,000 500,000 1,200,000 1,500,000 300,000 March 31, 2023, 3 Interest expense for Notes Payable was $ 280,835 164,053 ● On June 10, 2020, the Company received a loan from the Small Business Administration of $ 14,100 3.75 30 13,687 ● 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 $ 300,000 275,000 August 24, 2022 10 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 $ 220,000 198,000 The Efrat Note had a maturity date of September 7, 2022 10 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 Capital Investments, LLC (“AJB”), and issued a Promissory Note in the principal amount of $ 1,000,000 900,000 10 At the closing the Company repaid all obligations owed to AJB pursuant to a 10 750,000 138,125 The May AJB Note had a maturity date of November 3, 2022 10 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 December 29, 2022, the Company entered into a First Amendment to Promissory Note (the “May ABJ Amendment”) to amend certain terms of the May AJB Note. Pursuant to the May ABJ Amendment, AJB loaned the Company an additional $ 125,000 100,000 25,000 1,125,000 1,125,000 The Company used proceeds of the additional loan amount, in part, to satisfy in full all remaining obligations owed by the Company pursuant to a promissory note in the principal amount of $ 79,250 ● 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 10 200,000 40,000 25,000 The Coventry Note bears interest at a rate of 10 20,000 July 15, 2023 31,428.57 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 Coventry Note) occurs, consistent with the terms of the Coventry Note, the Coventry 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 Coventry Note, the Coventry Note will bear interest on the aggregate unpaid principal amount and Guaranteed Interest at the rate of the lesser of 18 On April 24, 2023, the Company received a letter (the “Notice of Conversion”) from Coventry formally notifying the Company of an event of default under Section 7(a)(i) of the Coventry Note. The Company was in violation of covenants in the Coventry Note that require the Company to make the payment of any principal amount, guaranteed interest, or any other interest due under the Coventry Note, when due, subject to a five day cure period. Upon an event of default, consistent with the terms of the Coventry Note, the Coventry Note becomes convertible, in whole or in part, into shares of the Company’s Common Stock at Coventry’s option. As set forth in the Notice of Conversion, Coventry elected to convert $ 17,916.94 2,083.06 7,744 ● On December 15, 2022, the Company borrowed funds pursuant to a SPA entered into with Diagonal, and Diagonal purchased a convertible promissory note (the “Second Diagonal Note”) from the Company in the aggregate principal amount of $ 88,760 The Second Diagonal Note has a maturity date of December 9, 2023 12.0 10,651 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. As of June 30, 2023, the balance remaining under the Second Diagonal Note is $ 85,294 ● On January 10, 2023, the Company borrowed funds pursuant to a SPA entered into with Diagonal, and Diagonal purchased a convertible promissory note (the “Third Diagonal 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 Third Diagonal Note. The SPA contains customary representations and warranties by the Company and Diagonal typically contained in such documents. The maturity date of the Third Diagonal Note is January 3, 2024 10 22 65 The conversion of the Third Diagonal 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 Third Diagonal 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 Third Diagonal Note in 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 Third Diagonal 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 Third Diagonal 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 Third Diagonal Note, as long as the Company has any obligations under the Third Diagonal Note, the Company cannot without Diagonal’s written consent, sell, lease or otherwise dispose of any significant portion of its assets which would render the Company a “shell company” as such term is defined in SEC Rule 144. Additionally, under the Note, any consent to the disposition of any assets may be conditioned on a specified use of the proceeds of disposition. The Third Diagonal Note contains standard and customary events of default such as failing to timely make payments under the Note when due, the failure of the Company to timely comply with the Securities Exchange Act of 1934, as amended, reporting requirements and the failure to maintain a listing on the OTC Markets. The occurrence of any of the events of default, entitled Diagonal, among other things, to accelerate the due date of the unpaid principal amount of, and all accrued and unpaid interest on, the Third Diagonal Note. Upon an “Event of Default”, interest shall accrue at a default interest rate of 22 ● On February 2, 2023, the Company borrowed funds pursuant to a SPA entered into with Fast Capital, LLC (“Fast Capital”), and Fast Capital purchased a 10 115,000 10,000 105,000 The maturity date of the Fast Capital Note is January 30, 2024 10 24 For the first six months, the Company has the right to prepay principal and accrued interest due under the Fast Capital Note at a premium of between 15% and 40% depending on when it is repaid. The Fast Capital Note may not be prepaid after the 180 th Fast Capital has the right at any time after the six-month anniversary of the date of issuance of the Fast Capital Note to convert all or any part of the outstanding and unpaid principal amount of the Fast Capital Note into Company common stock, subject to a beneficial ownership limitation. The conversion price of the Fast Capital Note equals 60 The Fast Capital Note contains various covenants standard and customary events of default such as failing to timely make payments under the Fast Capital 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 Fast Capital Note. Upon an “Event of Default”, interest shall accrue at a default interest rate of 24 ● On March 2, 2023, the Company borrowed funds pursuant to a SPA entered into with Diagonal, and Diagonal purchased a convertible promissory note (the “Fourth Diagonal Note”) from the Company in the aggregate principal amount of $ 54,250 The maturity date of the Fourth Diagonal Note is March 2, 2024 10 22 65 The conversion of the Fourth Diagonal 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 Fourth Diagonal Note in 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 Fourth Diagonal 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 Fourth Diagonal 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 Fourth Diagonal Note, as long as the Company has any obligations under the Fourth Diagonal Note, the Company cannot without Diagonal’s written consent, sell, lease or otherwise dispose of any significant portion of its assets. The Fourth Diagonal Note contains standard and customary events of default such as failing to timely make payments under the Note when due, the failure of the Company to timely comply with the Securities Exchange Act of 1934, as amended, reporting requirements and the failure to maintain a listing on the OTC Markets. The occurrence of any of the events of default, entitled Diagonal, among other things, to accelerate the due date of the unpaid principal amount of, and all accrued and unpaid interest on, the Fourth Diagonal Note. Upon an “Event of Default”, interest shall accrue at a default interest rate of 22 ● On June 23, 2023, the Company borrowed funds pursuant to the terms of a Securities Purchase Agreement (the “AJB SPA”) entered into with AJB, and issued a Promissory Note in the principal amount of $ 550,000 500,000 10 487,500 200,000 The maturity date of the AJB June Note is January 23, 2024 12 Upon an event of default under the AJB SPA or AJB June Note, the AJB June Note will bear interest at 18%; AJB may immediately accelerate the AJB June Note due date; AJB may convert the amount outstanding under the AJB June 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

CONVERTIBLE NOTES

CONVERTIBLE NOTES	6 Months Ended
	Jun. 30, 2023
Convertible Notes
CONVERTIBLE NOTES	NOTE 6 – CONVERTIBLE NOTES The balance of outstanding Convertible Notes was $ 125,000 In June 2020, the Company issued Convertible Notes (“June 2020 Notes”) to an accredited investor for an aggregate amount of $ 5,000 mature in June 2025 5 50 In April 2020, the Company issued three Convertible Notes (“April 2020 Notes”) to three accredited investors for an aggregate amount of $ 22,500 mature in April 2025 5 50 In February 2020, the Company issued three Convertible Notes (“February 2020 Notes”) to three accredited investors for an aggregate amount of $ 22,500 mature in February 2025 5 50 Interest expense for Convertible Notes was $ 3,099

WARRANTS FOR COMMON STOCK

WARRANTS FOR COMMON STOCK	6 Months Ended
	Jun. 30, 2023
Warrants For Common Stock
WARRANTS FOR COMMON STOCK	NOTE 7 – WARRANTS FOR COMMON STOCK As of June 30, 2023, outstanding warrants to purchase shares of the Company’s common stock were as follows: SCHEDULE OF OUTSTANDING WARRANTS TO PURCHASE SHARES OF COMMON STOCK Issuance Date Exercisable for Expiration Date Exercise Price Number of Shares Outstanding Under Warrants September 2019 Common Shares September 24, 2022 $ 0.01 75,000 February 2020 Common Shares February 6, 2030 $ 0.01 10,000 February 2020 Common Shares February 12, 2030 $ 0.01 2,500 February 2020 Common Shares February 19, 2030 $ 0.01 10,000 April 2020 Common Shares April 20, 2030 $ 0.01 22,500 June 2020 Common Shares June 9, 2030 $ 0.01 5,000 March 2021 Common Shares February 28, 2026 $ 0.50 362,500 January 2022 Common Shares January 12, 2025 $ 5.25 500,000 February 2022 Common Shares February 24, 2025 $ 5.25 200,000 April 2022 Common Shares April 7, 2025 $ 5.25 146,667 May 2022 Common Stock May 3, 2025 $ 5.25 750,000 March 2023 Common Stock March 8, 2028 $ 0.00001 474,780 March 2023 Common Stock March 13, 2028 $ 0.00001 7,000,000 April 2023 Common Stock April 14. 2028 $ 0.00001 1,000,000 May 2023 Common Stock May 12, 2028 $ 0.00001 1,500,000 June 2023 Common Stock June 23, 2028 $ 0.00001 1,500,000 The exercise price of the warrants is subject to adjustment from time to time, as provided therein, to prevent dilution of purchase rights granted thereunder. The warrants are considered indexed to the Company’s own stock and therefore no subsequent remeasurement is required.

SUMMARY OF STOCK OPTIONS

SUMMARY OF STOCK OPTIONS	6 Months Ended
	Jun. 30, 2023
Share-Based Payment Arrangement [Abstract]
SUMMARY OF STOCK OPTIONS	NOTE 8 - SUMMARY OF STOCK OPTIONS On July 21, 2017, the Company’s board of directors adopted The Crypto Company 2017 Equity Incentive Plan (the “Plan”), which was approved by its stockholders on August 24, 2017. The Plan is administered by the board of directors (the “Administrator”). Under the Plan, the Company may grant equity awards to eligible participants which may take the form of stock options (both incentive stock options and non-qualified stock options) and restricted stock awards. Awards may be granted to officers, employees, non-employee directors (as defined in the Plan) and other key persons (including consultants and prospective employees). The term of any stock option award may not exceed 10 Options granted generally vest over eighteen to thirty-six months During the six-month period ended June 30, 2023, the Company did not issue any stock options. 5,000,000 2,281,429 2,718,571 SCHEDULE OF STOCK OPTION ACTIVITY Weighted Average Weighted Remaining Average Contractual Aggregate Number of Shares Exercise Price Term (years) Intrinsic Value Options outstanding, on December 31, 2022 2,281,429 $ 2.26 3.25 - Options granted - - - - Options canceled - - - - Options exercised - - - - Options outstanding, on June 30, 2023 2,281,429 $ 2.26 2.75 $ - Vested and exercisable 2,281,429 $ 2.26 2.75 $ - The Company recognized $ 0 The Company granted 1,665,157 . The Company recognized $ 506,479 for share-based compensation related to restricted stock issued for the six month period ended June 30, 2023. As of June 30, 2023, there was $ 0 of unrecognized compensation costs related to stock options issued to employees and nonemployees, and the stock options had no intrinsic value since they were all “out of the money” as of June 30, 2023.

COMMITMENTS AND CONTINGENCIES

COMMITMENTS AND CONTINGENCIES	6 Months Ended
	Jun. 30, 2023
Commitments and Contingencies Disclosure [Abstract]
COMMITMENTS AND CONTINGENCIES	NOTE 9- COMMITMENTS AND CONTINGENCIES Facility rent expense was $ 0 for the six months ended June 30, 2023, and June 30, 2022, respectively.

SUBSEQUENT EVENTS

SUBSEQUENT EVENTS	6 Months Ended
	Jun. 30, 2023
Subsequent Events [Abstract]
SUBSEQUENT EVENTS	NOTE 10 – SUBSEQUENT EVENTS Subsequent to June 30, 2023 the Company issued 42,917,727 51,000

SUMMARY OF SIGNIFICANT ACCOUN_2

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)	6 Months Ended
	Jun. 30, 2023
Accounting Policies [Abstract]
Going Concern	Going Concern The Company’s consolidated financial statements are prepared using the accrual method of accounting in accordance with United States (“U.S.”) generally accepted accounting principles (“GAAP”) and have been prepared on a going concern basis, which contemplates the realization of assets and the settlement of liabilities in the normal course of business. The Company has incurred significant losses and experienced negative cash flows since inception. As of June 30, 2023, the Company had cash of $ 17,682 3,567,677 4,960,998 43,099,113 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.
Management’s Representation of Interim Financial Statements	Management’s Representation of Interim Financial Statements The accompanying unaudited consolidated financial statements have been prepared by the Company without audit pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). Certain information and disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) have been condensed or omitted as allowed by such rules and regulations, and management believes that the disclosures are adequate to make the information presented not misleading. These consolidated financial statements include all of the adjustments, which in the opinion of management are necessary to a fair presentation of financial position and results of operations. All such adjustments are of a normal and recurring nature. Interim results are not necessarily indicative of results for a full year. These consolidated financial statements should be read in conjunction with the audited consolidated financial statements as of December 31, 2022. The Company prepares its consolidated financial statements based upon the accrual method of accounting, recognizing income when earned and expenses when incurred.
Basis of Presentation and Principles of Consolidation	Basis of Presentation and Principles of Consolidation
Use of Estimates	Use of Estimates The preparation of these consolidated financial statements in conformity with 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 valuation allowances of deferred taxes, and share-based compensation expenses. Actual results may differ from these estimates. In addition, any change in these estimates or their related assumptions could have an adverse effect on the Company’s operating results.
Cash and Cash Equivalents	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 in Cryptocurrency Investments were comprised of several cryptocurrencies the Company owned, of which a majority was Bitcoin, that were actively traded on exchanges. During 2018, the Company sold most of its investments and during 2019 wrote-off the remainder of all those investments because there was no method to obtain liquidity for those investments. The Company recorded this recovery as other income in its financial statements. As previously disclosed, the Company has ceased operations of its former cryptocurrency investment segment, and the Company liquidates newly issued/accessible assets from old investments as promptly as practicable for the sole purpose of winding down the Company’s legacy cryptocurrency investment segment. 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. The primary exchanges and principal markets the Company utilized for its trading were Kraken, Bittrex, Poloniex, and Bitstamp. As of June 30, 2023, the Company had written off the value of its investments in cryptocurrency.
Investments Non-cryptocurrency	Investments Non-cryptocurrency The Company previously invested in simple agreements for future tokens (“SAFT”) and a simple agreement for future equity (“SAFE”) agreements. The SAFT agreements provide for the issuance of tokens in anticipation of a future token generation event, with the number of tokens predetermined based on the price established in each respective agreement. The SAFE investment included provisions that provide for either equity or tokens, or both. As of June 30, 2023, and December 31, 2022, the Company had written-off its investments in non- cryptocurrency.
Business Combination	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.
Income Taxes	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. 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 exceed the amount measured as described above is reflected as a liability for unrecognized tax benefits along with any associated interest and penalties that would be payable to the taxing authorities upon examination. As of June 30, 2023, we are subject to federal taxation in the U.S., as well as state taxes. The Company has not been audited by the U.S. Internal Revenue Service.
Fair Value Measurements	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 the difficulty involved in determining fair value. 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, which 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. 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	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: ● 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 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. There was no cumulative impact on the Company’s retained earnings. During the period ended June 30, 2023, the Company’s main source of revenue was consulting and education services to numerous customers provided by and through BTA. The Company has determined that revenue should be recognized over time, as the service is provided. The Company considered the criteria in ASC 606 in reaching this determination, specifically: ● The customer receives and consumes the benefit provided by the Company’s performance as the Company performs. ● The Company’s performance enhances an asset controlled by the customer. ● The Company’s performance does not create an asset with alternative use, and the Company has an enforceable right to payment for performance completed to date. The consulting and education services performed during the period ended June 30, 2023, meet more than one of the criteria above.
Share-based Compensation	Share-based Compensation In accordance with ASC No. 718, Compensation-Stock Compensation, 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. On January 1, 2019, the Company adopted ASC No. 2018-07, Improvements to Nonemployee Share-Based Payment Accounting , 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 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	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 six-month periods ended June 30, 2023, and 2022, the Company had no potentially dilutive common stock equivalents. Therefore, the basic EPS and diluted EPS are the same.

WARRANTS FOR COMMON STOCK (Tabl

WARRANTS FOR COMMON STOCK (Tables)	6 Months Ended
	Jun. 30, 2023
Warrants For Common Stock
SCHEDULE OF OUTSTANDING WARRANTS TO PURCHASE SHARES OF COMMON STOCK	As of June 30, 2023, outstanding warrants to purchase shares of the Company’s common stock were as follows: SCHEDULE OF OUTSTANDING WARRANTS TO PURCHASE SHARES OF COMMON STOCK Issuance Date Exercisable for Expiration Date Exercise Price Number of Shares Outstanding Under Warrants September 2019 Common Shares September 24, 2022 $ 0.01 75,000 February 2020 Common Shares February 6, 2030 $ 0.01 10,000 February 2020 Common Shares February 12, 2030 $ 0.01 2,500 February 2020 Common Shares February 19, 2030 $ 0.01 10,000 April 2020 Common Shares April 20, 2030 $ 0.01 22,500 June 2020 Common Shares June 9, 2030 $ 0.01 5,000 March 2021 Common Shares February 28, 2026 $ 0.50 362,500 January 2022 Common Shares January 12, 2025 $ 5.25 500,000 February 2022 Common Shares February 24, 2025 $ 5.25 200,000 April 2022 Common Shares April 7, 2025 $ 5.25 146,667 May 2022 Common Stock May 3, 2025 $ 5.25 750,000 March 2023 Common Stock March 8, 2028 $ 0.00001 474,780 March 2023 Common Stock March 13, 2028 $ 0.00001 7,000,000 April 2023 Common Stock April 14. 2028 $ 0.00001 1,000,000 May 2023 Common Stock May 12, 2028 $ 0.00001 1,500,000 June 2023 Common Stock June 23, 2028 $ 0.00001 1,500,000

SUMMARY OF STOCK OPTIONS (Table

SUMMARY OF STOCK OPTIONS (Tables)	6 Months Ended
	Jun. 30, 2023
Share-Based Payment Arrangement [Abstract]
SCHEDULE OF STOCK OPTION ACTIVITY	SCHEDULE OF STOCK OPTION ACTIVITY Weighted Average Weighted Remaining Average Contractual Aggregate Number of Shares Exercise Price Term (years) Intrinsic Value Options outstanding, on December 31, 2022 2,281,429 $ 2.26 3.25 - Options granted - - - - Options canceled - - - - Options exercised - - - - Options outstanding, on June 30, 2023 2,281,429 $ 2.26 2.75 $ - Vested and exercisable 2,281,429 $ 2.26 2.75 $ -

SUMMARY OF SIGNIFICANT ACCOUN_3

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022	Dec. 31, 2022
Accounting Policies [Abstract]
Cash	$ 17,682		$ 17,682
Net loss	782,584	$ 1,913,096	3,567,677	$ 4,397,422
Working capital			4,960,998
Accumulated deficit	$ 43,099,113		$ 43,099,113		$ 39,531,436

GOODWILL AND INTANGIBLE ASSETS

GOODWILL AND INTANGIBLE ASSETS (Details Narrative) - USD ($)		6 Months Ended
	Apr. 08, 2021	Jun. 30, 2023
Restructuring Cost and Reserve [Line Items]
Intangible assets including good will		$ 1,349,457
Goodwill		740,469
Other Intangible Assets, Net		650,000
Amortizable intangibles amortized		54,166
Amortization expenses		$ 43,611
Blockchain Training Alliance, Inc. [Member] | Stock purchase agreement [Member]
Restructuring Cost and Reserve [Line Items]
Payments to acquire business	$ 600,000
Aggregate shares of common stock	201,439
Aggregate shares of common stock value	$ 604,317
Cash acquired from acquisition	4,860
Blockchain Training Alliance, Inc. [Member] | Stock purchase agreement [Member] | Promissory Note [Member]
Restructuring Cost and Reserve [Line Items]
Debt instrument principal amount	$ 150,000
Debt instrument interest rate	1%

NOTES PAYABLE (Details Narrativ

NOTES PAYABLE (Details Narrative) - USD ($)

6 Months Ended

Jun. 23, 2023

Apr. 24, 2023

Mar. 07, 2023

Feb. 02, 2023

Jan. 10, 2023

Dec. 29, 2022

Dec. 15, 2022

Sep. 30, 2022

Jul. 27, 2022

Jul. 08, 2022

May 03, 2022

Apr. 07, 2022

Feb. 24, 2022

Jun. 10, 2020

Jan. 02, 2019

Jun. 30, 2023

Jun. 30, 2022

Dec. 31, 2022

Dec. 31, 2018

Apr. 03, 2018

Debt Instrument [Line Items]

Loan

$ 13,687

$ 14,100

Purchase price

$ 1,033,500

Net proceeds from note

659,767

1,866,498

Convertible Promissory Note [Member]

Debt Instrument [Line Items]

Debt instrument, face amount

$ 79,250

AJB Capital Investments LLC [Member] | Convertible Promissory Note [Member]

Debt Instrument [Line Items]

Debt instrument, face amount

1,125,000

Additional loan

125,000

Net proceeds

100,000

Original issue discount

25,000

Notes payable

$ 1,125,000

Loan Agreement [Member] | CoinTracking GmbH [Member]

Debt Instrument [Line Items]

Loans Payable, Noncurrent

$ 1,500,000

$ 1,500,000

Repayments of Debt

$ 1,200,000

Long-Term Debt, Gross

$ 300,000

Maturity date

Mar. 31, 2023

Debt instrument percentage

3%

Interest expense for notes payable

280,835

$ 164,053

Loan Agreement [Member] | CoinTracking GmbH [Member] | Promissory Note One [Member]

Debt Instrument [Line Items]

Loans Payable, Noncurrent

300,000

Loan Agreement [Member] | CoinTracking GmbH [Member] | Promissory Note Two [Member]

Debt Instrument [Line Items]

Loans Payable, Noncurrent

700,000

Loan Agreement [Member] | CoinTracking GmbH [Member] | Promissory Note Three [Member]

Debt Instrument [Line Items]

Loans Payable, Noncurrent

$ 500,000

Loan Agreement [Member] | CoinTracking GmbH [Member] | Maximum [Member]

Debt Instrument [Line Items]

Debt instrument, face amount

$ 3,000,000

2020 SBA Loan [Member]

Debt Instrument [Line Items]

Debt instrument percentage

3.75%

Loans payable

$ 14,100

Debt instrument, term

30 years

Loan

13,687

Securities Purchase Agreement [Member] | Second Diagonal Note [Member]

Debt Instrument [Line Items]

Debt instrument, face amount

$ 88,760

Maturity date

Dec. 09, 2023

Notes payable

$ 85,294

Original issue discount

12%

Debt interest payment

$ 10,651

Debt instrument convertible percentage of stockprice

75%

Debt instrument conversion terms description

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. As of June 30, 2023, the balance remaining under the Second Diagonal Note is $85,294.

Securities Purchase Agreement [Member] | Third Diagonal Note [Member]

Debt Instrument [Line Items]

Debt instrument, face amount

$ 79,250

Maturity date

Jan. 03, 2024

Debt instrument percentage

10%

Original issue discount

22%

Debt instrument convertible percentage of stockprice

65%

Debt instrument conversion terms description

The conversion of the Third Diagonal 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 Third Diagonal Note and deliver the common stock when due will result in the Company paying Diagonal a monetary penalty for each day beyond such deadline

Debt instrument payment term description

The Company may prepay the Third Diagonal Note in 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 Third Diagonal 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 Third Diagonal 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.

Debt instrument interest description

Upon an “Event of Default”, interest shall accrue at a default interest rate of 22%, and the Company may be obligated to pay to the Diagonal an amount equal to 150% of all amounts due and owing under the Third Diagonal Note

Securities Purchase Agreement [Member] | Fourth Diagonal Note [Member]

Debt Instrument [Line Items]

Debt instrument, face amount

$ 54,250

Maturity date

Mar. 02, 2024

Debt instrument percentage

10%

Original issue discount

22%

Debt instrument convertible percentage of stockprice

65%

Debt instrument conversion terms description

The conversion of the Fourth Diagonal 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

Debt instrument payment term description

The Company may prepay the Fourth Diagonal Note in 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 Fourth Diagonal 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 Fourth Diagonal 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

Debt instrument interest description

Upon an “Event of Default”, interest shall accrue at a default interest rate of 22%, and the Company may be obligated to pay to the Diagonal an amount equal to 150% of all amounts due and owing under the Note

Securities Purchase Agreement [Member] | AJB Capital Investments LLC [Member]

Debt Instrument [Line Items]

Debt instrument, face amount

$ 1,000,000

$ 300,000

Maturity date

Nov. 03, 2022

Aug. 24, 2022

Debt instrument percentage

10%

10%

Purchase price

$ 900,000

$ 275,000

Debt description

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.

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.

Debt instrument converted amount

$ 750,000

Net proceeds from note

$ 138,125

Securities Purchase Agreement [Member] | AJB Capital Investments LLC [Member] | AJB June Note [Member]

Debt Instrument [Line Items]

Debt instrument, face amount

$ 550,000

Maturity date

Jan. 23, 2024

Debt instrument percentage

12%

Purchase price

$ 500,000

Net proceeds from note

$ 487,500

Original issue discount

10%

Debt instrument interest description

Upon an event of default under the AJB SPA or AJB June Note, the AJB June Note will bear interest at 18%; AJB may immediately accelerate the AJB June Note due date; AJB may convert the amount outstanding under the AJB June 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

Securities Purchase Agreement [Member] | AJB Capital Investments LLC [Member] | Maximum [Member] | AJB June Note [Member]

Debt Instrument [Line Items]

Working capital and other general corporate cost

$ 200,000

Securities Purchase Agreement [Member] | Efrat Investments LLC [Member]

Debt Instrument [Line Items]

Debt instrument, face amount

$ 220,000

Maturity date

Sep. 07, 2022

Debt instrument percentage

10%

Purchase price

$ 198,000

Debt description

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.

Securities Purchase Agreement [Member] | Coventry Enterprises, LLC [Member] | Unsecured Convertible Promissory Note [Member]

Debt Instrument [Line Items]

Debt instrument, face amount

$ 200,000

Maturity date

Jul. 15, 2023

Debt instrument percentage

10%

Debt description

If an Event of Default (as defined in the Coventry Note) occurs, consistent with the terms of the Coventry Note, the Coventry 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

Debt instrument converted amount

$ 17,916.94

Original issue discount

$ 40,000

Restricted common shares

25,000

Deemed earned

$ 20,000

Pecentage of unpaid guaranteed interest

18%

Accrued interest

2,083.06

Converted amount

$ 7,744

Securities Purchase Agreement [Member] | Coventry Enter Prise LLC Loan [Member] | Unsecured Convertible Promissory Note [Member]

Debt Instrument [Line Items]

Debt monthy payments

$ 31,428.57

Securities Purchase Agreement [Member] | Fast Capital LLC [Member] | Convertible Promissory Note [Member]

Debt Instrument [Line Items]

Debt instrument, face amount

$ 115,000

Maturity date

Jan. 30, 2024

Debt instrument percentage

10%

Net proceeds

$ 105,000

Original issue discount

$ 10,000

Original issue discount

24%

Debt instrument convertible percentage of stockprice

60%

Debt instrument payment term description

For the first six months, the Company has the right to prepay principal and accrued interest due under the Fast Capital Note at a premium of between 15% and 40% depending on when it is repaid. The Fast Capital Note may not be prepaid after the 180th day of its issuance.

CONVERTIBLE NOTES (Details Narr

CONVERTIBLE NOTES (Details Narrative) - USD ($)	1 Months Ended			6 Months Ended
	Jun. 30, 2020	Apr. 30, 2020	Feb. 29, 2020	Jun. 30, 2023	Jun. 30, 2022	Dec. 31, 2022
Short-Term Debt [Line Items]
Convertible notes				$ 125,000		$ 125,000
Convertible Notes [Member]
Short-Term Debt [Line Items]
Interest expense				$ 3,099	$ 3,099
Convertible Notes [Member] | Accredited Investors [Member]
Short-Term Debt [Line Items]
Debt instrument, face amount	$ 5,000
Debt instrument maturity date	mature in June 2025
Debt instrument, interest rate, stated percentage	5%
Debt conversion, converted instrument, rate	50%
Convertible Notes [Member] | Three Accredited Investors [Member] | Three Convertible Notes [Member]
Short-Term Debt [Line Items]
Debt instrument, face amount		$ 22,500	$ 22,500
Debt instrument maturity date		mature in April 2025	mature in February 2025
Debt instrument, interest rate, stated percentage		5%	5%
Debt conversion, converted instrument, rate		50%	50%

SCHEDULE OF OUTSTANDING WARRANT

SCHEDULE OF OUTSTANDING WARRANTS TO PURCHASE SHARES OF COMMON STOCK (Details)	6 Months Ended
	Jun. 30, 2023 $ / shares shares
Warrant One [Member]
Issuance Date	September 2019
Exercisable for	Common Shares
Expiration Date	Sep. 24, 2022
Exercise Price | $ / shares	$ 0.01
Number of shares outstanding under warrants	75,000
Warrant Two [Member]
Issuance Date	February 2020
Exercisable for	Common Shares
Expiration Date	Feb. 06, 2030
Exercise Price | $ / shares	$ 0.01
Number of shares outstanding under warrants	10,000
Warrant Three [Member]
Issuance Date	February 2020
Exercisable for	Common Shares
Expiration Date	Feb. 12, 2030
Exercise Price | $ / shares	$ 0.01
Number of shares outstanding under warrants	2,500
Warrant Four [Member]
Issuance Date	February 2020
Exercisable for	Common Shares
Expiration Date	Feb. 19, 2030
Exercise Price | $ / shares	$ 0.01
Number of shares outstanding under warrants	10,000
Warrant Five [Member]
Issuance Date	April 2020
Exercisable for	Common Shares
Expiration Date	Apr. 20, 2030
Exercise Price | $ / shares	$ 0.01
Number of shares outstanding under warrants	22,500
Warrant Six [Member]
Issuance Date	June 2020
Exercisable for	Common Shares
Expiration Date	Jun. 09, 2030
Exercise Price | $ / shares	$ 0.01
Number of shares outstanding under warrants	5,000
Warrant Seven [Member]
Issuance Date	March 2021
Exercisable for	Common Shares
Expiration Date	Feb. 28, 2026
Exercise Price | $ / shares	$ 0.50
Number of shares outstanding under warrants	362,500
Warrant Eight [Member]
Issuance Date	January 2022
Exercisable for	Common Shares
Expiration Date	Jan. 12, 2025
Number of shares outstanding under warrants	500,000
Warrant Nine [Member]
Issuance Date	February 2022
Exercisable for	Common Shares
Expiration Date	Feb. 24, 2025
Exercise Price | $ / shares	$ 5.25
Number of shares outstanding under warrants	200,000
Warrant Ten [Member]
Issuance Date	April 2022
Exercisable for	Common Shares
Expiration Date	Apr. 07, 2025
Exercise Price | $ / shares	$ 5.25
Number of shares outstanding under warrants	146,667
Warrant Eleven [Member]
Issuance Date	May 2022
Exercisable for	Common Stock
Expiration Date	May 03, 2025
Exercise Price | $ / shares	$ 5.25
Number of shares outstanding under warrants	750,000
Warrant Twelve [Member]
Issuance Date	March 2023
Exercisable for	Common Stock
Expiration Date	Mar. 08, 2028
Exercise Price | $ / shares	$ 0.00001
Number of shares outstanding under warrants	474,780
Warrant Thirteen [Member]
Issuance Date	March 2023
Exercisable for	Common Stock
Expiration Date	Mar. 13, 2028
Exercise Price | $ / shares	$ 0.00001
Number of shares outstanding under warrants	7,000,000
Warrant Fourteen [Member]
Issuance Date	April 2023
Exercisable for	Common Stock
Expiration Date	Apr. 14, 2028
Exercise Price | $ / shares	$ 0.00001
Number of shares outstanding under warrants	1,000,000
Warrant Fifteen [Member]
Issuance Date	May 2023
Exercisable for	Common Stock
Expiration Date	May 12, 2028
Exercise Price | $ / shares	$ 0.00001
Number of shares outstanding under warrants	1,500,000
Warrant Sixteen [Member]
Issuance Date	June 2023
Exercisable for	Common Stock
Expiration Date	Jun. 23, 2028
Exercise Price | $ / shares	$ 0.00001
Number of shares outstanding under warrants	1,500,000

SCHEDULE OF STOCK OPTION ACTIVI

SCHEDULE OF STOCK OPTION ACTIVITY (Details) - USD ($)	6 Months Ended	12 Months Ended
	Jun. 30, 2023	Dec. 31, 2022
Share-Based Payment Arrangement [Abstract]
Number of options outstanding, Beginning balance	2,281,429
Weighted average exercise price, options outstanding, beginning balance	$ 2.26
Weighted Average Remaining Contractual Term (Years)	2 years 9 months	3 years 3 months
Aggregate intrinsic value, options outstanding, beginning balance
Number of options outstanding, options granted
Weighted average exercise price, options granted
Number of options outstanding, Options cancelled
Weighted average exercise price, options canceled
Number of options outstanding, Options exercised
Weighted average exercise price, options exercised
Number of options vested and outstanding, Ending balance	2,281,429	2,281,429
Weighted average exercise price, options outstanding, ending balance	$ 2.26	$ 2.26
Aggregate intrinsic value, options outstanding, ending balance
Number of options outstanding, vested and exercisable	2,281,429
Weighted average exercise price, options vested and exercisable	$ 2.26
Weighted average remaining contractual term years, Vested and exercisable	2 years 9 months
Aggregate intrinsic value, options vested and exercisable

SUMMARY OF STOCK OPTIONS (Detai

SUMMARY OF STOCK OPTIONS (Details Narrative) - USD ($)		6 Months Ended
	Jul. 21, 2017	Jun. 30, 2023	Jun. 30, 2022
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Stock option exercised
Share based compensation		$ 506,479	$ 1,784,510
Unrecognized compensation costs		0
Equity Option [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Share based compensation		$ 0
2017 Equity Incentive Plan [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Stock option award vesting, description	Options granted generally vest over eighteen to thirty-six months
2017 Equity Incentive Plan [Member] | Maximum [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Stock option award vesting period	10 years
2017 Equity Incentive Plan [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Number of stock option remain reserved for future issuance	5,000,000	2,281,429
Common stock remaining reserved for future issuance		2,718,571
Restricted Stock [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Stock option exercised		1,665,157
Share based compensation		$ 506,479

COMMITMENTS AND CONTINGENCIES (

COMMITMENTS AND CONTINGENCIES (Details Narrative) - USD ($)	6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022
Commitments and Contingencies Disclosure [Abstract]
Facility rent expense	$ 0	$ 0

SUBSEQUENT EVENTS (Details Narr

SUBSEQUENT EVENTS (Details Narrative) - USD ($)	2 Months Ended	6 Months Ended
	Aug. 21, 2023	Jun. 30, 2023
Subsequent Event [Line Items]
Number of convertible securities issued, value		$ 377,346
Subsequent Event [Member]
Subsequent Event [Line Items]
Number of convertible securities issued	42,917,727
Number of convertible securities issued, value	$ 51,000