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 UNITED
STATES

 SECURITIES
AND EXCHANGE COMMISSION

 WASHINGTON,
DC 20549

 FORM

 ANNUAL
 REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 For
the fiscal year ended December 31, 2023

 or

 TRANSITION
 REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 For
the transition period from _______. to ________.

 Commission
file number 000-55726

 THE

 (Exact
name of Registrant as specified in its charter)

 Nevada

 46-4212105

 (State
 or other jurisdiction

 (I.R.S.
 Employer

 of
 incorporation or organization)

 Identification
 No.)

 23823
Malibu Road #50477

 Malibu,
 CA 90265

 (Address
of principal executive offices - Zip Code)

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

 Securities
registered pursuant to Section 12(b) of the Act:

 Title
 of each class

 Trading
 Symbol(s)

 Name
 of each exchange on which registered

 None

 N/A

 N/A

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

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

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

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

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

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):

 Large
 accelerated filer

 Accelerated
 filer

 Non-accelerated
 filer

 Smaller
 reporting company

 Emerging growth company

 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.

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).

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, 2023 the value of common stock held by non-affiliates was $ 195,157.

 Number
of shares outstanding of the Registrant's common stock was 1,071,110,533 as of April 15, 2024.

 DOCUMENTS
INCORPORATED BY REFERENCE

 None.

 THE

 Table
of Contents

 Item

 Business

 Item
 1A

 Risk Factors

 Item
 1B

 Unresolved Staff Comments

 Item
 1C

 Cybersecurity

 Item

 Properties

 Item

 Legal Proceedings

 Item

 Mine Safety Disclosures

 Item

 Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

 Item

 Reserved

 Item

 Management's Discussion and Analysis of Financial Condition and Results of Operations

 Item
 7A

 Quantitative and Qualitative Disclosure about Market Risk

 Item

 Financial Statements and Supplementary Data

 Item

 Changes in and Disagreements with Accountants on Accounting and Financial Disclosures

 Item
 9A

 Controls and Procedures

 Item
 9B

 Other Information

 Item
 9C

 Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.

 Item

 Directors, Executive Officers, and Corporate Governance

 Item

 Executive Compensation

 Item

 Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

 Item

 Certain Relationships and Related Transactions, and Director Independence

 Item

 Principal Accountant Fees and Services

 Item

 Exhibits, Financial Statement Schedules

 Item

 Form 10-K Summary

 Signatures

 PART
I

 FORWARD-LOOKING
STATEMENTS

 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:

 our
 ability to execute our business plan and achieve profitability;

 our
 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, 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.

 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.

 Item
1. Business

 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 Technology Convergence Company("TechCC") (formerly known as Blockchain Training Alliance) ("BTA").
We also have one inactive wholly-owned subsidiary CoinTracking, LLC ("CoinTracking").

the 2022 and 2023 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.

 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.

 Overview
of Our Business

 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 2023 we generated revenues and incurred expenses solely through
these consulting operations. In February 2022 we acquired bitcoin mining equipment and entered into an arrangement with a third party
to host and operate the equipment. However by the end of 2022 we had exited that Bitcoin mining business.

 Strategic
Acquisitions

 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.

 Intellectual
Property

 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.

 Market
Overview

 Blockchain

 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.

 The
benefits of blockchain include the following:

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

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

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

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

 Competition

 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.

 Governmental
Regulations

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

 Blockchain
aimed regulations are evolving with agencies investigating businesses and their practices, gathering information, and generally trying
to understand the risks and uncertainties in order to protect investors in these businesses. Regulations will likely increase, in many
cases, although it is presently not possible to know how they will increase, how regulations will apply to the Company's businesses,
or when they will be effective. Various bills have also been proposed in congress for adoption-related to the Company's business
which may be adopted and have an impact on it. As the regulatory and legal environment evolves, the Company may become subject to new
laws and further regulation by the SEC and other agencies, although the Company is not currently trading in digital assets and has no
intention to trade in digital assets.

 Employees

 As
of April 1,2024 we had 8 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.

 Item
1A. Risk Factors

 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 1A.

 Item
1B. Unresolved Staff Comments

 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.

 Item
1C. Cybersecurity

 Risk
Management and Strategy

 The
Company adheres to cybersecurity practices shaped by relevant laws and industry benchmarks. We proactively manage cyber risks through
a multidisciplinary framework designed to safeguard the integrity, confidentiality, and availability of our data and systems. This framework
includes several key initiatives:

Enterprise Risk Management—We identify primary cybersecurity threats to our operations.

Vulnerability Management—We scrutinize software and computing infrastructure for potential vulnerabilities.

Vendor Risk Management—We evaluate third-party and partner risks through initial assessments, enforce security through contractual
obligations, when applicable, and conduct ongoing oversight.

Privacy Risk Management—We ensure that our products and platforms comply with privacy laws and regulations.

Incident Response—We maintain robust protocols to address and mitigate cyber threats promptly.

 Our
reliance on third-party service providers, who manage their own IT security, introduces additional vulnerabilities. These providers play
a crucial role in securely handling and storing our sensitive data. Despite setting specific security requirements, we do not control
their cybersecurity investments or operational security. Any security lapses on their part could potentially disrupt their services and,
by extension, negatively impact our financial health and operational efficiency.

 The
Company (or third parties it relies on) may not be able to fully, continuously, and effectively implement security controls as intended.
As described above, we utilize a risk-based approach and judgment to determine the security controls to implement and it is possible
we may not implement appropriate controls if we do not recognize or underestimate a particular risk. In addition, security controls,
no matter how well designed or implemented, may only mitigate and not fully eliminate risks. And events, when detected by security tools
or third parties, may not always be immediately understood or acted upon.

 In
2023, we encountered no cybersecurity threats that significantly influenced our operational, financial, or strategic outcomes. However,
we acknowledge that our cybersecurity measures, while comprehensive, cannot completely eliminate the risk of cyber incidents or guarantee
that all such incidents will be detected.

 Governance

 We
regularly evaluate cybersecurity risks through discussions and updates with our Chief Executive Officer ("CEO"), who oversees
our cybersecurity strategy. The CEO ensures that our management team can identify, evaluate, and manage cyber risks effectively and deploy
measures to address and mitigate potential cyber incidents. This governance structure ensures that cybersecurity remains a central element
of our strategic planning and risk management philosophy.

 Item
2. Properties

 For the year ended December 31, 2023, the
Company did not own or lease any real property.

 Item
3. Legal Proceedings

 None

 Item
4. Mine Safety Disclosures

 Not
applicable.

 PART
II

 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.

 Period

 High

 Low

 2023

 First Quarter

 $
 0.286

 $
 0.180

 Second Quarter

 $
 0.270

 $
 0.003

 Third Quarter

 $
 0.003

 $
 0.001

 Fourth Quarter

 $
 0.009

 $
 0.001

 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

 Dividends

 The
Company has not paid any dividends since its incorporation. Any determination to pay any future dividends will remain at the discretion
of the Board and will be made based on the Company's financial condition and other factors deemed relevant by the Board. There
are currently no restrictions on the ability of the Company to pay dividends except as set out under the Company's governing documents.
Future dividend payments will depend on continued compliance with our financial covenants, as well as our earnings, financial condition,
capital expenditure requirements, surplus and other factors that our Board considers relevant.

 Holders

 As
of April 15, 2024 there were 137 holders of record of our common stock.

 Securities
Authorized for Issuance Under Equity Compensation Plan

 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, 2023:

 Number
 of

 Average
 Exercise
 Price

 Average
 Remaining
 Contractual
 Term
 (years)

 Aggregate
 Intrinsic
 Value

 Options outstanding, at December 31, 2022

 2,281,429

 $
 2.26

 3.25

 5,155,003

 Options granted

 -

 -

 Options cancelled

 -

 -

 Options exercised

 -

 -

 Options outstanding, at December 31, 2023

 2,281,429

 $
 2.26

 2.25

 $
 5,155,003

 Vested and exercisable at December 31, 2023

 2,281,429

 $
 2.26

 2.25

 $
 5,155,003

 As
of December 31, 2023, there remain 2,718,571 shares available for issuance under the 2017 Plan or that are not otherwise reserved under
outstanding stock options.

 Unregistered
Sales of Equity Securities.

 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
6. [Reserved]

 Item
7. Management's Discussion and Analysis of Financial Condition and Results of Operations Forward-Looking Statements

 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 condensed consolidated financial statements and the related notes
contained elsewhere in this Annual Report. In addition to historical information, the following discussion contains forward-looking
statements based upon current expectations that are subject to risks and uncertainties. Actual results may differ substantially from
those referred to herein due to a number of factors, including, but not limited to, risks generally described in this
report.

 We
are engaged in the business of providing consulting services and education for blockchain technology and for the building of technological
infrastructure and enterprise blockchain technology solutions. We currently generate revenues and incur expenses solely through these
consulting and education operations.

 Recent
Events

 Results
of Continuing Operations

 Comparison
of the fiscal years ended December 31, 2023 and December 31, 2022

 For
the year ended December 31, 2023, revenues relating to consulting services were $405,397, compared to $619,538 for the year ended December
31, 2022. The decrease in revenue is mainly attributable to a decrease in online sales and exiting the Bitcoin mining business.

 Cost
of services for the periods ended December 31, 2023 and December 31, 2022 were $313,756 and $369,313, respectively. The decrease is attributable
to the decrease in revenue offset by a slight increase in training revenue. Cost of services of TechCC, a wholly owned subsidiary of the Company, is comprised of payroll expense.

 General
and administrative expenses and share-based compensation

 For
the year ended December 31, 2023, our general and administrative expenses were $1,238,275 a decrease of 33.6% compared to $1,864,543
for the year ended December 31, 2022. General and administrative expenses consist primarily of costs relating to professional services,
payroll and payroll-related expenses for the Company excluding payroll at TechCC 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 decrease for the year ended December 31, 2023 reflects decreased costs associated with outside consulting, legal, and accounting
costs, and costs incurred to effect the BTA acquisition and other business development efforts.

 Share-based
compensation was $1,155,480 for the year ended December 31, 2023, a decrease of 45.1% compared to $2,104,126 for the year ended December
31, 2022. Share-based compensation decreased due to warrant issuances in 2022 to various lenders as compared to less issuances in 2023.

 Other
Income

 Other
income and expenses for the year ended December 31, 2023 was $(2,625) compared to $(56,863) during the same period in 2022. The decrease
in other expenses is primarily attributable to the loss on disposal of business amounting to $(142,728) during the year ended December
31, 2022.

 Liquidity
and Capital Resources

 Our
condensed 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, 2023, we had cash on hand of
$72,970. Our loss before provision for income taxes from continuing operations was $4,915,167 for the year ended December 31, 2023.
Our working capital was negative $45,082,039 as of December 31, 2023.

2023 we funded our operations with various loans as described in this Annual Report on Form 10-K. 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.

 Operating
Activities

 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, 2023 was $1,179,530 compared to net cash used of $1,930,308 for the
year ended December 31, 2022. The decrease was primarily due to a decrease in non- cash share based compensation.

 Investing
Activities

 Net
cash used in investing activities for the year ended December 31, 2023 was $-0- compared to net cash used of $50,000 for the year ended
December 31, 2022. The difference is primarily attributable to the purchase of equipment in 2022.

 Financing
Activities

 Net
cash provided by financing activities for the year ended December 31, 2023 was $1,141,894, compared to $2,015,215 for the year ended
December 31, 2022. The decrease of $873,321 was primarily the result of a decrease in proceeds from issuance of notes payable.

 Subsequent
to December 31, 2023, we raised approximately $262,000 in cash proceeds from various transactions described in the Notes to the Condensed
Consolidated Financial Statements- Note 9 Subsequent Events

 The
Company borrowed funds pursuant to the terms of a Securities Purchase Agreement (the "AJB SPA") entered into with AJB Capital
Investments, LLC ("AJB"), and issued a Promissory Note in the principal amount of $120,000 (the "AJB Note") to
AJB in a private transaction for a purchase price of $108,000, each dated as of April 12, 2024 and as described in the Notes to the Condensed
Consolidated Financial Statements- Note 9 Subsequent Events. In connection with the sale of the AJB Note, the Company also paid certain
fees and expenses of AJB and of the Company's Auditor. After payment of the fees and expenses, the net proceeds to the Company
were $45,000, which will be used for working capital, to fund potential acquisitions or other forms of strategic relationships, and other
general corporate purposes.

 The
maturity date of the AJB Note is October 12, 2024. The AJB Note bears no interest on the principal except for default interest, if any.
The Company may prepay the AJB Note at any time without penalty. Under the terms of the AJB Note, the Company may not issue additional
debt that is not subordinate to AJB, must comply with the Company's reporting requirements under the Securities Exchange Act of
1934, and must maintain the listing of the Company's common stock on the OTC Market or other exchange, among other restrictions
and requirements. The Company's failure to make required payments under the AJB Note or to comply with any of these covenants,
among other matters, would constitute an event of default. Upon an event of default under the AJB SPA or AJB Note, the AJB Note will
bear interest at the lesser of 18% per annum or the maximum amount permitted under law, AJB may immediately accelerate the AJB Note due
date, AJB may convert the amount outstanding under the AJB Note into shares of Company common stock at a discount to the market price
of the stock, and AJB will be entitled to its costs of collection, among other penalties and remedies.

 The
Company provided various representations, warranties, and covenants to AJB in the AJB SPA. The Company's breach of any representation
or warranty, or failure to comply with the covenants would constitute an event of default.

 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's obligations under the AJB SPA and AJB Note.

 The offer and sale
of the AJB Note 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.

 Critical
Accounting Policies and Estimates

 Stock-Based
Compensation

 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
condensed consolidated 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.

 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.

 Level

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

 Level

 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

 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 liabilities approximate
fair value because of the short maturity of these instruments.

 Goodwill
and Indefinite-lived intangible Assets

 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, 2023, we determined that there was no impairment
of our goodwill or intangible assets.

 Revenue
Recognition

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

 Income
Taxes

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

 Off-Balance
Sheet Transactions

 We
do not have any off-balance sheet transactions.

 Trends,
Events and Uncertainties

 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.

 Item
7A. Quantitative and Qualitative Disclosures about Market Risk.

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

 Item
8. Financial Statements and Supplementary Data

 See
pages beginning with page F-1.

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

 None.

 Item
9A. Controls and Procedures

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

 Conclusions
Re g arding 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, 2023. 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, 2023.

 Mana g ement'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 condensed
consolidated financial statements for external purposes in accordance with generally accepted accounting principles and includes
those policies and procedures that:

 Pertain
 to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets
 of the Company;

 Provide
 reasonable assurance that transactions are recorded as necessary to permit preparation of condensed consolidated financial
 statements in accordance with generally accepted accounting principles, and the receipts and expenditures of the company are being
 made only in accordance with authorizations of management and directors of the Company; and

 Provide
 reasonable assurance regarding prevention or timely detection of unauthorized acquisitions, use or disposition of the company's
 assets that could have a material effect on the condensed consolidated financial statements.

 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, 2023. 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, 2023, our disclosure controls and procedures and internal control
over financial reporting were effective.

 Chan g es
in Internal Control Over Financial Reporting

 There
was no change in our internal control over financial reporting that occurred during the quarter ended December 31, 2023 that has materially
affected, or is reasonably likely to materially affect, our internal control over financial reporting.

 Inherent
Limitations of Controls

 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.

 Item
9B. Other Information

 Not
applicable.

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

 Not
applicable.

 PART
III

 Item
10. Directors, Executive Officers and Corporate

 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.

 Name

 Age

 Position

 Ronald Levy

 Director, Chief Executive Officer,
 Interim Chief Financial Officer, Chief Operating Officer and Secretary

 Holly Ruxin

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

 Ron
Levy. Mr. Levy, 64, 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.

 Holly
Ruxin. Ms. Holly Ruxin, 53, 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.

 Compliance
with Section 16(a) of the Exchange Act.

 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 2023 were filed in a timely manner.

 Code
of Ethics

 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:

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

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

 Compliance
 with applicable governmental laws, rules and regulations;

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

 Accountability
 for adherence to the code.

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

Nominations

 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.

 Audit
Committee and Audit Committee Financial Expert

 The
board of directors has an Audit Committee comprised of one independent board member, Holly Ruxin who is a financial expert. Ms. Ruxin
oversees the accounting and financial reporting processes of the Company and the audits of the Company's condensed
consolidated financial statements.

 Item
11. Executive Compensation 2023 Summary Compensation Table

 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 2023.

 Name
 and
 Principal
 Position

 Year

 Salary

 Bonus
 ($)

 Stock
 Awards ($)

 Option
 Awards ($)(4)

 Non-Equity
 Incentive Plan Compensation ($)

 All
 Other Compensation
 ($)

 Total
 ($)

 Ron Levy, (Chief Executive, Interim
 Chief

 2023

 $
 360,000
 (2)

 -

 -

 -

 -

 -

 $
 360,000

 Financial Officer, and Chief
 Operating Officer (1)

 2022

 $
 360,000
 (2)

 -

 -

 -

 -

 -

 $
 360,000

 (1)

 Appointed
 as Chief Executive Officer on May 21, 2018.

 (2)

 The
 total CEO's salary for the years ended December 31, 2023 and December 31, 2022 was $360,000 per year. The total salary for
 the two years amounted to $720,000 of which $751,716 of this amount has been deferred and is recorded in accrued expenses on the
 Company's balance sheet as of December 31, 2023.

 Outstanding
Equity Awards at Fiscal Year-End

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 2023 fiscal year.

 Employee
Benefits

 We
currently do not offer any employee benefit plans, including any 401(k) plan.

Compensation Policy

 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 a Director Services Agreement with Holly Ruxin,
effective April 7, 2018 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.

 The
table below summarizes the compensation earned or paid to our non-employee directors for the fiscal year ended December 31, 2023:

 Name

 Fees
 Earned or Paid in Cash ($)

 Stock

 Awards ($)

 Total
 ($)

 Holly Ruxin

 80,004

 -

 80,004
 (1)

 (1)

 As
 of December 31, 2023, a total of $320,349 of Director's fees from prior and current periods was accrued and remains unpaid
 as of the date of this Report.

 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.

 Security
Ownership of Certain Beneficial Owners and Management

 The
following table sets forth certain information as of April 1, 2024 regarding the beneficial ownership of our common stock by the following
persons:

 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.

 The percentage
ownership of our common stock is based on 1,071,110,533 shares of our common stock outstanding as of April 12, 2024.

 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 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.

 Name of
 Beneficial Owner

 Amount
 and
 Nature
 of Beneficial
 Ownership

 Percentage
 of
 Common
 Stock
 Outstanding

 Ron Levy (1)

 37,932,427

 3.5
 %

 Holly Ruxin (2)

 365,000

 Less than 1%

 All Directors and Executive Officers as a Group

 31,930,000

 3.6
 %

 (1)

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

 (2)

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

 Compliance
with Section 16(a) of the Exchange Act.

 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 2023 were filed in a timely manner.

 Change
in Control

 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.

 There have been no related party transactions.

 Policies
and Procedures for Related Person Transactions

 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.

Independence

 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 that information, the board has determined that Holly Ruxin is
independent within the meaning of such rules.

 Item
14. Principal Accounting Fees and Services

 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, 2023 and 2022 for (i) services rendered for the audit of our annual condensed consolidated financial statements
and the review of our quarterly condensed consolidated financial statements, (ii) services rendered that are reasonably related to
the performance of the audit or review of our condensed consolidated financial statements that are not reported as Audit Fees, and
(iii) services rendered in connection with tax preparation, compliance, advice and assistance.

 Year
 Ended
December 31,

 2023

 2022

 Audit fees

 $
 115,000

 $
 99,000

 Total
 fees

 $
 115,000

 $
 99,000

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

 The
board of directors has an Audit Committee comprised of one independent board member, Holly Ruxin. Ms. Ruxin
serves as the Chair of the Audit Committee. The Audit Committee oversees the accounting and financial reporting processes of the Company and
the audits of the Company's condensed consolidated financial statements.

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

 PART
IV

 Item
15. Exhibits, Financial Statement Schedules

 Financial
Statements

 See
pages beginning with page F-1.

 Exhibit

 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

 2.1

 6/9/17

 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

 2.2

 6/9/17

 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

 2.3

 6/9/17

 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

 2.1

 1/16/18

 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

 2.1

 1/4/19

 2.6

 Stock Purchase Agreement by and among The Crypto Company, Blockchain Training Alliance, Inc. and certain stockholders dated March 15, 2021

 2.6

 3/30/2021

 3.1

 Articles of Conversion (Utah)

 3.1

 10/11/17

 3.2

 Articles of Conversion (Nevada)

 3.2

 10/11/17

 3.3

 Articles of Incorporation of The Crypto Company

 3.3

 10/11/17

 3.4

 Certificate of Amendment to Articles of Incorporation of Crypto Sub, Inc.

 3.4

 10/11/17

 3.5

 Certificate of Amendment to Articles of Incorporation of Crypto Sub, Inc.

 3.1

 2/7/2023

 3.6

 Amended and Restated Bylaws

 3.1

 2/28/18

 4.1

 Description of Securities

 4.1

 7/26/19

 10.1

 Form of Securities Purchase Agreement by and between the Company and each purchaser thereunder (September 8, 2017)

 10.1

 9/29/17

 10.2

 Form of Securities Purchase Agreement by and between the Company and each purchaser thereunder (September 20, 2017)

 10.2

 9/29/17

 10.3

 Form of Securities Purchase Agreement by and between the Company and each purchaser thereunder (September 25, 2017)

 10.3

 9/29/17

 10.4

 Form of Common Stock Purchase Warrant (September 25, 2017)

 10.4

 9/29/17

 10.5

 Form of Securities Purchase Agreement by and between the Company and each purchaser thereunder (December 12, 2017)

 10.1

 12/13/17

 10.6

 Form of Non-Qualified Stock Option Agreement

 10.1

 4/17/18

 **

 10.7

 Separation Agreement and General Mutual Release

 10.1

 5/25/18

 10.8

 Form of Director Services Agreement

 10.2

 5/25/18

 **

 10.9

 Securities Purchase Agreement, dated February 29, 2024, between The Crypto Company and AJB Capital Investments, LLC

 10.10

 Promissory Note in favor of AJB Capital Investments, LLC, dated February 29, 2024

 10.11

 Security Agreement, dated February 29, 2024, between The Crypto Company and AJB Capital Investments, LLC

 10.12

 Securities Purchase Agreement, dated February 23, 2024, between The Crypto Company and AJB Capital Investments, LLC

 10.13

 Promissory Note in favor of AJB Capital Investments, LLC, dated February 23, 2024

 10.14

 Security Agreement, dated February 23, 2024, between The Crypto Company and AJB Capital Investments, LLC

 10.15

 License Agreement with AllFi Holdings LLC (incorporated by reference into Exhibit 10.1 of the Issuer's Current Report on Form 8-K filed with the SEC on February 29, 2024)

 10.16

 Voluntary Mutual Termination and Release Agreement with TelBill, LLC (incorporated by reference into Exhibit 10.2 of the Issuer's Current Report on Form 8-K filed with the SEC on February 29, 2024)

 10.17

 Securities Purchase Agreement, dated February 1, 2024, between The Crypto Company and AJB Capital Investments, LLC

 10.18

 Promissory Note in favor of AJB Capital Investments, LLC, dated February 1, 2024

 10.19

 Security Agreement, dated February 1, 2024, between The Crypto Company and AJB Capital Investments, LLC

 10.20

 Securities Purchase Agreement, dated November 13, 2023, between The Crypto Company and AJB Capital Investments, LLC

 10.21

 Promissory Note in favor of AJB Capital Investments, LLC, dated November 13, 2023

 10.22

 Security Agreement, dated November 13, 2023, between The Crypto Company and AJB Capital Investments, LLC

 10.23

 Intellectual Property Assignment Agreement by and between The Crypto Company and AllFi Technologies, Inc. (incorporated by reference into Exhibit 10.1 of the Issuer's Current Report on Form 8-K filed with the SEC on October 10, 2023)

 10.24

 Subscription Agreement by and between the Crypto Company and AllFi Technologies, Inc. (incorporated by reference into Exhibit 10.2 of the Issuer's Current Report on Form 8-K filed with the SEC on October 10, 2023)

 10.25

 Code Licensing Commercial Agreement by and between The Crypto Company and TelBill, LLC (incorporated by reference into Exhibit 10.1 of the Issuer's Current Report on Form 8-K filed with the SEC on September 7, 2023)

 10.26

 Securities Purchase Agreement, dated June 26, 2023, between The Crypto Company and AJB Capital Investments, LLC

 10.27

 Promissory Note in favor of AJB Capital Investments, LLC, dated June 26, 2023

 10.28

 Security Agreement, dated June 26, 2023, between The Crypto Company and AJB Capital Investments, LLC

 10.29

 Second Amendment to Promissory Note in favor of AJB Capital Investments, LLC, dated April 14, 2023.

 10.30

 Securities Purchase Agreement dated April 12, 2024, between The Crypto Company and AJB Capital Investments, LLC.

 10.31

 Promissory Note in favor of AJB Capital Investments, LLC, dated April 12, 2024.

 10.32

 Security Agreement dated April 12, 2024, between The Crypto Company and AJB Capital Investments, LLC.

 21.1

 List of Subsidiaries of The Crypto Company

 *

 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

 *

 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

 101.SCH

 101.CAL

 101.DEF

 101.LAB

 101.PRE

 Cover

 *
Filed herewith

 **
Management contract or compensatory plan

 Item
16. Form 10-K Summary

 None.

 SIGNATURES

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 April 16, 2024.

 THE

 (Registrant)

 By:

 /s/
 Ron Levy

 Ron
 Levy

 Chief
 Executive Officer

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 April 16, 2024.

 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/
 Holly Ruxin

 Holly
 Ruxin

 THE

TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

 Page

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

 Condensed
 Consolidated Balance Sheets December 31, 2023 and 2022

 Condensed
 Consolidated Statement of Operations For the Years Ended December 31, 2023 and December 31, 2022

 Condensed
 Consolidated Statement of Stockholders' Equity (Deficit) For the Years Ended December 31, 2023 and December 31,
 2022

 Condensed
 Consolidated Statement of Cash Flows For Years Ended December 31, 2023 and 2022

 Notes
 to Condensed Consolidated Financial Statements

 – F-19

 F- 1

 REPORT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 To
the Board of Directors and Shareholders of The Crypto Company:

 Opinion
on the Financial Statements

 We
have audited the accompanying consolidated balance sheets of The Crypto Company (the "Company") as of December 31, 2023 and
2022 and the related consolidated statements of operations, shareholders' equity, and cash flows for the two years in the period
ended December 31, 2023, and the related notes and schedules (collectively referred to as the financial statements). In our opinion,
the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2023 and
2022, and the results of its operations and its cash flows for the two years in the period ended December 31, 2023 and 2022, in conformity
with accounting principles generally accepted in the United States of America.

 Going
Concern Matter

 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.

 Basis
for Opinion

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

 We
conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company
is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our 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 provide
a reasonable basis for our opinion.

 Critical
Audit Matter

 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.

 We
determined that there are no critical audit matters.

 /S
BF Borgers CPA PC

 BF
Borgers CPA PC (PCAOB ID 5041)

 We
have served as the Company's auditor since 2019

 Lakewood,
CO

 April
16, 2024

 F- 2

 THE

 CONDENSED
CONSOLIDATED BALANCE SHEETS

 ASSETS

 CURRENT ASSETS

 Cash and cash
 equivalents

 $
 72,970

 $
 110,606

 Prepaid expenses

 30,317

 81,317

 Total current assets

 103,287

 191,923

 Fixed assets

 -

 50,000

 Goodwill

 740,469

 740,469

 Intangible
 assets

 530,837

 574,169

 TOTAL ASSETS

 $
 1,374,593

 $
 1,556,561

 LIABILITIES AND STOCKHOLDERS'
 DEFICIT

 CURRENT LIABILITIES

 Accounts payable and accrued
 expenses

 $
 2,678,883

 $
 2,265,548

 Notes
 payable, net

 2,506,443

 2,211,353

 Total current liabilities

 5,185,326

 4,476,901

 Convertible debt

 125,000

 125,000

 Notes payable - other

 13,333

 14,100

 TOTAL LIABILITIES

 5,323,659

 4,616,001

 STOCKHOLDERS' DEFICIT

 Common stock, $ 0.001 par
 value; 2,000,000,000 shares authorized, 565,320,572 and 23,950,380 shares issued and outstanding, respectively

 565,321

 23,950

 Additional paid-in-capital

 39,932,216

 36,448,046

 Accumulated
 deficit

 ( 44,446,602
)

 ( 39,531,436
)

 TOTAL STOCKHOLDERS'
 EQUITY

 ( 3,949,065
)

 ( 3,059,440
)

 TOTAL LIABILITIES AND
 STOCKHOLDERS' DEFICIT

 $
 1,374,594

 $
 1,556,561

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

 F- 3

 THE

 CONDENSED
CONSOLIDATED STATEMENTS OF OPERATIONS

 For
 the year ended

 Revenue:

 Services

 $
 405,397

 $
 619,538

 Cost of services

 313,756

 369,313

 Gross
 margin

 91,641

 250,225

 Operating expenses:

 General and administrative
 expenses

 1,238,275

 1,864,543

 Amortization

 43,332

 43,332

 Depreciation

 -

 87,222

 Share-based compensation
 - employee

 6,761

 275,351

 Share-based
 compensation - non-employee

 1,148,719

 1,828,775

 Share-based
 compensation

 1,148,719

 1,828,775

 Total
 Operating Expenses

 2,437,087

 4,099,223

 Operating loss

 ( 2,345,446
)

 ( 3,848,998
)

 Other income

 28,375

 18,265

 Loss on disposal of business

 -

 ( 142,728
)

 Loss on Sale of Equipment

 ( 31,000
)

 -

 Other income recovery of
 token investment

 -

 67,600

 Interest
 expense

 ( 2,567,096
)

 ( 1,757,057
)

 Loss before provision for income taxes

)

)

 Provision for income
 taxes

 -

 -

 Net loss

)

)

 Net (loss)
 per share

 $
 ( 0.04
)

 $
 ( 0.24
)

 average common shares outstanding – basic and diluted

 134,932,832

 23,188,092

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

 F- 4

 THE

 CONDENSED
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' DEFICIT

 Amount

 capital

 Additional

 Total

 Common
 stock

 paid-in-

 Accumulated

 Stockholders'

 Amount

 capital

 Balance,
 December 31, 2021

 22,205,248

 $
 22,206

 $
 32,830,497

 $
 ( 33,868,518
)

 $
 ( 1,015,817
)

 Stock issued for cash at $ 3.28 per share

 8,000

 26,232

 26,240

 Stock compensation expense in connection with
 issuance of common stock

 1,726,382

 1,726

 2,058,650

 2,060,377

 Stock issued in connection with warrant exercise'

 73,250

 43,677

 43,750

 Debt discount for warrants

 1,488,928

 1,488,928

 Return of shares for financing commitment

 ( 62,500
)

 ( 63
)

 Net loss

)

)

 Balance, December 31,
 2022

 23,950,380

 $
 23,950

 $
 36,448,046

 $
 ( 39,531,436
)

 $
 ( 3,059,440
)

 Additional

 Total

 Common
 stock

 paid-in-

 Accumulated

 Stockholders'

 Amount

 capital

 Balance,
 December 31, 2022

 23,950,380

 $
 23,950

 $
 36,448,046

 $
 ( 39,531,436
)

 $
 ( 3,059,440
)

 Balance

 23,950,380

 $
 23,950

 $
 36,448,046

 $
 ( 39,531,436
)

 $
 ( 3,059,440
)

 Stock issued for cash at $ 5.00 per share

 125,000

 24,875

 25,000.00

 Stock issued for cash

 125,000

 24,875

 25,000.00

 Stock compensation expense in connection with
 issuance of common stock

 13,665,157

 13,666

 396,409

 410,075.05

 Debt discount for warrants

 2,041,490

 2,041,490.00

 Stock issued for loan payments

 496,580,035

 496,580

 1,002,796

 1,499,376

 Stock issued for accrued salary

 31,000,000

 31,000

 18,600

 49,600

 Net loss

)

)

 Balance, December 31,
 2023

 565,320,572

 $
 565,321

 $
 39,932,217

 $
 ( 44,446,603
)

 $
 ( 3,949,065
)

 Balance

 565,320,572

 $
 565,321

 $
 39,932,217

 $
 ( 44,446,603
)

 $
 ( 3,949,065
)

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

 F- 5

 THE

 CONDENSED
CONSOLIDATED STATEMENTS OF CASH FLOWS

 For
 the Year Ended

 Cash flows from operating
 activities:

 Net loss

 $
)

 $
)

 Adjustments to reconcile net loss to net cash
 used in operations:

 Depreciation and amortization

 43,332

 130,554

 Share-based compensation

 1,155,480

 2,104,126

 Debt discount for warrants

 2,041,490

 1,488,928

 Loss on disposal of equipment

 31,000

 ( 327,608
)

 Change in operating assets
 and liabilities:

 Accounts receivable

 -

 -

 Prepaid expenses

 51,000

 4,862

 Accounts payable and accrued
 expenses

 413,335

 331,748

 Deferred
 revenue

 -

 -

 Net cash (used in) operating
 activities

 ( 1,179,530
)

 ( 1,930,308
)

 Cash flows from investing
 activities:

 Purchase
 of computer equipment

 -

 ( 50,000
)

 Net cash (used in) investing
 activities

 -

 ( 50,000
)

 Cash flows from financing
 activities:

 Proceeds from loans payable

 -

 -

 Payment of notes payable

 ( 227,252
)

 ( 761,671
)

 Proceeds from issuance
 of notes payable

 1,344,146

 2,750,646

 Proceeds
 from common stock issuance

 25,000

 26,240

 Net
 cash provided by financing activities

 1,141,894

 2,015,215

 Net (decrease) increase in cash and cash equivalents

 ( 37,636
)

 34,907

 Cash and cash equivalents
 at the beginning of the period

 110,606

 75,699

 Cash and cash equivalents
 at the end of the period

 $
 72,970

 $
 110,606

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

 F- 6

 THE

 NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

 NOTE
1 – THE COMPANY

 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 Technology Convergence Company ("TechCC") formerly 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.

 TechCC
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 years ended December 31, 2023 and 2022, the Company generated revenues and incurred expenses primarily through the business of providing
consulting services and education for distributed ledger technologies, 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.

 NOTE
2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 Going
Concern

 The
Company's condensed 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, 2023, the Company
had cash of $ 72,970. In addition, the Company's net loss was $ 4,915,167 for the year ended December 31, 2023 and the
Company's had a working capital deficit of $ 5,082,039. As of December 31, 2023 the accumulated deficit amounted to
$ 44,446,602. 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 condensed 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 condensed consolidated financial statements based upon the accrual method of
accounting, recognizing income when earned and expenses when incurred.

 Consolidation –
The condensed 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.

 F- 7

 Use
of estimates – The preparation of these condensed consolidated financial statements in conformity with US GAAP requires
management to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues, and expenses and the
related disclosure of contingent assets and liabilities. The Company bases its estimates on historical experience and on various
other assumptions that it believes to be reasonable under the circumstances, the results of which form the basis for making
judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. The Company's
significant estimates and assumptions include but are not limited to the recoverability and useful lives of long-lived assets,
allocation of revenue on software subscriptions, valuation of goodwill from business acquisitions, valuation and recoverability of
investments, valuation allowances of deferred taxes, and share- based compensation expenses. Actual results may differ from these
estimates. In addition, any change in these estimates or their related assumptions could have an adverse effect on the
Company's operating results.

 Cash
and cash equivalents – The Company defines its cash and cash equivalents to include only cash on hand and certain highly liquid
investments with original maturities of ninety days or less. The Company maintains its cash and cash equivalents at financial institutions,
the balances of which may, at times, exceed federally insured limits. Management believes that the risk of loss due to the concentration
is minimal.

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

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

 As
of December 31, 2023 and 2022 there were $- 0 - in investments in cryptocurrency on the Company's Balance Sheet. However, during
the year ended December 31, 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 $ 67,600 and classified as "Other
Income from the Recovery of Tokens" in the Company's Statement of Operations.

 Equipment
 – Equipment is recorded at cost and depreciated using the straight-line method over the estimated useful life ranging from
three to five years. Normal repairs and maintenance are expensed as incurred. Expenditures that materially adapt, improve, or alter the
nature of the underlying assets are capitalized. When equipment is retired or otherwise disposed of, the cost and related accumulated
depreciation are removed from the accounts, and the resulting gain or loss is credited or charged to income.

 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).

 F- 8

 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, 2023 the Company determined that no impairment had occurred.

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

 As
of December 31, 2023, we had a net operating loss carryforward for federal income tax purposes of approximately $ 10,613,000 portions
of which will begin to expire in 2037. Utilization of some of the federal and state net operating loss and credit carryforwards are subject
to annual limitations due to the "change in ownership" provisions of the Internal Revenue Code of 1986 and similar state
provisions. The annual limitations may result in the expiration of net operating losses and credits before utilization.

 Fair
value measurements – The Company recognizes and discloses the fair value of its assets and liabilities using a hierarchy that
prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to valuations based
upon unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to
valuations based upon unobservable inputs that are significant to the valuation (Level 3 measurements). Each level of input has different
levels of subjectivity and difficulty involved in determining fair value.

 Level

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

 Level

 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

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

 F- 9

 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.

 Share-based
compensation

 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
the condensed consolidated financial statements over the period during which employees are required to provide services. Share-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.

 F- 10

 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,
2023 and the year ended December 31, 2022, the Company had no 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 $ 26,869
of marketing expenses for the year ended December 31, 2023, compared to $ 31,777 for year ended December 31, 2022.

 Reclassifications
 – Certain amounts in the prior period condensed consolidated 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.

 NOTE
3 – RECENT ACCOUNTING PRONOUNCEMENTS

 The
Company has implemented all new accounting pronouncements that are in effect and that may impact its condensed consolidated
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:

 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 condensed consolidated 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.

 F- 11

 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.

 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.

 NOTE
4 – ACQUISTION

 On April 8, 2021, the Company completed the acquisition of all of the issued and outstanding stock of BTA and BTA
became a wholly owned subsidiary of the Company. At the closing the Company delivered to the sellers a total of $ 600,000 in cash, promissory
notes in the total principal amount of $ 150,000 bearing 1 % interest per annum, and an aggregate of 201,439 shares of Company common stock
valued at $ 604,317 in accordance with the terms of the SPA. Additionally, the Company acquired $ 4,860 in cash at BTA.

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

the twelve months ended December 31, 2023 and 2022 the Company recorded $ 43,332 and $ 43,332,
respectively, in amortization expense. As of December 31, 2023 and 2022, the balance of goodwill and intangibles was $ 740,469
and $ 574,169
compared to $ 740,469 and $ 617,501,
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.

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.

 F- 12

 NOTE
5 – 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 years and may be subject to vesting conditions, as determined by the Administrator. Options granted generally
vest over eighteen to thirty-six months. Incentive stock options may be granted only to employees of the Company or any subsidiary that
is a "subsidiary corporation" within the meaning of Section 424(f) of the Internal Revenue Code.

the year ended December 31, 2020, the Company issued 500,000 stock options to members of its board of directors, 1,250,000 stock options
to employees, and 170,000 stock options to non-employees. No stock options were issued in 2023.

 5,000,000
shares of the Company's common stock are reserved for issuance under the Plan. As of December 31, 2023, there are outstanding stock
option awards issued from the Plan covering a total of 2,281,349 shares of the Company's common stock and there remain reserved
for future awards 2,718,651 shares of the Company's common stock.

 SCHEDULE
OF STOCK OPTIONS ACTIVITY

 Average

 Remaining

 Average

 Contractual

 Number

 Exercise

 Term

 of

 Price

 (years)

 Options outstanding, at December 31, 2021

 2,281,349

 $
 2.26

 Options granted

 -

 Options cancelled

 -

 Options exercised

 -

 Options outstanding, at December 31, 2022

 2,281,349

 $
 2.26

 3.25

 Options granted

 -

 Options cancelled

 -

 Options exercised

 -

 Options vested and outstanding,
 at December 31, 2023

 2,281,349

 $
 2.26

 2.25

 The
Company recognized $- 0 - and $- 0 - of compensation expense related to stock options for the years ended December 31, 2023 and 2022, respectively.
As of December 31, 2023 these options had no intrinsic value since they were all out of the money as of December 31, 2023.

 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, 2023 was as follows:

 Schedule
Of Stock Option Assumptions

 SCHEDULE
OF STOCK OPTION ASSUMPTIONS USED

 Year
 ended
 December 31, 2023
 Ranges

 Volatility

 Expected dividends

 %

 Expected term (in years)

 – 10 years

 Risk-free rate

 0.40
 %

 The
Company recognized $ 186,823 and $ 2,086,151 of compensation expense related to restricted stock awards for the years ended December 31,
2023 and 2022, respectively. The $ 186,823 dollar expense represented the issuance of 17,761,895 shares for services which were valued
at approximately $ 0.01 per share based on the Company's stock trading price on the OTC market on the date of issuance.

 F- 13

 NOTE
6 – RELATED PARTY TRANSACTIONS

 There
were no related party transactions in 2023 or 2022.

 NOTE
7 – NOTE PAYABLE

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 9 "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 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.

 F- 14

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.

 F- 15

 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.

 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 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 (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 Third
Diagonal Note into shares of the Company's common stock beginning on the date which is 180 days following the date of the Third
Diagonal 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 Third Diagonal Note. The conversion price under the Third Diagonal 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
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.

 F- 16

 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.

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 %, 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.

 With
respect to the two outstanding Diagonal Notes, Diagonal has agreed to accept $ 126,500.00 (the "Diagonal Settlement Amount")
in complete and full settlement of the Diagonal Notes. The Company paid the Diagonal Settlement Amount and the Diagonal Notes were deemed
paid off on November 13, 2023.

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 % convertible promissory note (the "Fast Capital Note") from the Company in the aggregate principal
amount of $ 115,000. The Fast Capital Note has an original issue discount of $ 10,000, resulting in gross proceeds to the Company of $ 105,000.
Pursuant to the SPA, the Company agreed to reimburse Fast Capital for certain fees in connection with entry into the SPA and the issuance
of the Fast Capital Note. The SPA contains certain covenants and customary representations and warranties by the Company and Fast Capital
typically contained in such documents.

 The
maturity date of the Fast Capital Note is January 30, 2024. The Fast Capital Note bears interest at a rate of 10 % per annum, and a default
interest of 24 % per annum. Interest is payable in shares of Company common stock.

 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.

 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 % of the lowest closing price of the Company's common stock
for the 20 prior trading days, including the day upon which a notice of conversion is delivered.

 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 %, 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 Fast Capital Note may be decreased).

 F- 17

 As
of September 30, 2023, the balancing remaining under the Fast Capital Note is $ 120,208.

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. 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 Fourth Diagonal Note.
The SPA contains customary representations and warranties by the Company and Diagonal typically contained in such documents.

 The
maturity date of the Fourth Diagonal Note is March 2, 2024 (the "Maturity Date"). The Fourth Diagonal 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 Fourth Diagonal Note into shares of the Company's common stock beginning on the date which is 180 days following
the date of the Fourth Diagonal 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 Fourth Diagonal Note. The conversion price under the Fourth Diagonal 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 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.

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%, 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.

 With
respect to the two outstanding Diagonal Notes, Diagonal has agreed to accept $ 126,500.00 (the "Diagonal Settlement Amount")
in complete and full settlement of the Diagonal Notes. The Company paid the Diagonal Settlement Amount and the Diagonal Notes were deemed
paid off on November 13, 2023.

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 (the "AJB June Note") to AJB in a private
transaction for a purchase price of $ 500,000 (giving effect to a 10 % original issue discount). In connection with the sale of the AJB
June Note, the Company also paid certain fees and due diligence costs to AJB's management company and legal counsel. After payment
of the fees and costs, the net proceeds to the Company were $ 487,500, which will be used for working capital and other general corporate
purposes, provided that up to $ 200,000 may be drawn upon for potential acquisitions.

 F- 18

 The
maturity date of the AJB June Note is January 23, 2024. The AJB June Note bears interest at 12 % per year, and principal and accrued interest
is due on the maturity date. The Company may prepay the AJB June Note at any time without penalty. The AJB June Note contains standard
and customary events of default, such as, among other restrictions and requirements, that the Company timely make payments under the
AJB June Note; the Company may not sell a significant portion of its assets without the approval of AJB; the Company may not issue additional
debt that is not subordinate to AJB; the Company must comply with the reporting requirements under the Securities Exchange Act of 1934;
and the Company must maintain the listing of the Company's common stock on the OTC Market or other exchange. The Company's
breach of any representation or warranty, or failure to comply with the covenants would constitute an event of default. 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.

 As
of September 30, 2023, the balancing remaining under the AJB June Note is $ 430,792.

On November 13, 2023, the Company borrowed funds pursuant to the terms of a Securities Purchase Agreement (the "Nov. SPA")
entered into with AJB, and issued a Promissory Note in the principal amount of $ 500,000 to AJB (the "Nov. Note") in a private
transaction for a purchase price of $ 425,000 (giving effect to an original issue discount). After payment of the fees and costs, the
net proceeds to the Company were $ 405,000, which will be used for working capital and other general corporate purposes.

 The
maturity date of the Nov. Note is May 10, 2024. The Nov. Note bears interest at 12 % per year, and principal and accrued interest is due
on the maturity date. The Company may prepay the Nov. Note at any time without penalty. The Company's failure to make required
payments under the Nov. Note or to comply with various covenants, among other matters, would constitute an event of default. Upon an
event of default under the Nov. SPA or the Nov. Note, the Nov. Note will bear interest at 18 %, AJB may immediately accelerate the Nov.
Note due date, AJB may convert the amount outstanding under the Nov. 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
8 - COMMITMENTS AND CONTINGENCIES

 Legal
Contingencies

 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.

 NOTE
9 - SUBSEQUENT EVENTS

 Subsequent
to December 31, 2023 the Company issued 505,400,660 common shares pursuant to the
conversion of approximately $ 409,000 of convertible debt.

 The Company borrowed funds pursuant
to the terms of a Securities Purchase Agreement (the "AJB SPA") entered into with AJB Capital Investments, LLC ("AJB"),
and issued a Promissory Note in the principal amount of $ 120,000 (the "AJB Note") to AJB in a private transaction for a purchase
price of $ 108,000, each dated as of April 12, 2024. In connection with the sale of the AJB Note, the Company also paid certain fees and
expenses of AJB and of the Company's Auditor. After payment of the fees and expenses, the net proceeds to the Company were $ 45,000,
which will be used for working capital, to fund potential acquisitions or other forms of strategic relationships, and other general corporate
purposes.

 The
maturity date of the AJB Note is October 12, 2024. The AJB Note bears no interest on the principal except for default interest, if any.
The Company may prepay the AJB Note at any time without penalty. Under the terms of the AJB Note, the Company may not issue additional
debt that is not subordinate to AJB, must comply with the Company's reporting requirements under the Securities Exchange Act of
1934, and must maintain the listing of the Company's common stock on the OTC Market or other exchange, among other restrictions
and requirements. The Company's failure to make required payments under the AJB Note or to comply with any of these covenants,
among other matters, would constitute an event of default. Upon an event of default under the AJB SPA or AJB Note, the AJB Note will
bear interest at the lesser of 18% per annum or the maximum amount permitted under law, AJB may immediately accelerate the AJB Note due
date, AJB may convert the amount outstanding under the AJB Note into shares of Company common stock at a discount to the market price
of the stock, and AJB will be entitled to its costs of collection, among other penalties and remedies.

 The
Company provided various representations, warranties, and covenants to AJB in the AJB SPA. The Company's breach of any representation
or warranty, or failure to comply with the covenants would constitute an event of default.

 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's obligations under the AJB SPA and AJB Note.

 The offer and sale
of the AJB Note 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.

 F- 19