Form 10-Q - Quarterly report [Sections 13 or 15(d)]

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2023 OR

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from __________ to __________

Commission File Number: 000-55726

THE CRYPTO COMPANY

(Exact name of registrant as specified in its charter)

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

23823 Malibu Road, # 50477

Malibu, California 90265

(Address of principal executive offices)

(424) 228-9955

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Securities Exchange Act of 1934:

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

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

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period than the registrant was required to submit such files). Yes ☒ No ☐

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

	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. ☐

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

As of August 21, 2023 the issuer had 96,738,845 shares of common stock, par value $0.001 per share, outstanding.

TABLE OF CONTENTS

		Page No.

PART I FINANCIAL INFORMATION		4

Item 1.	Financial Statements	4

	Unaudited Consolidated Balance Sheets as of June 30, 2023, and December 31, 2022	4

	Unaudited Consolidated Statements of Operations for the Three and Six Months Ended June 30, 2023, and 2022	5

	Unaudited Consolidated Statements of Stockholders’ (Deficit) for the Three and Six Months Ended June 30, 2023, and 2022	6

	Unaudited Consolidated Statements of Cash Flows for the Six Months Ended June 30, 2023, and 2022	7

	Notes to Interim Unaudited Consolidated Financial Statements	8

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	19

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	21

Item 4.	Controls and Procedures	21

PART II OTHER INFORMATION

Item 6.	Exhibits	22

SIGNATURES		23

NOTE ABOUT FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-Q (the “Quarterly Report”) contains forward-looking statements. All statements contained in this Quarterly Report other than statements of historical fact, including statements regarding our future results of operations and financial position, our business strategy and plans, and our objectives for future operations, are forward-looking statements. The words “believe,” “may,” “will,” “estimate,” “continue,” “anticipate,” “intend,” “expect,” and similar expressions are intended to identify forward-looking statements. We have based these forward-looking statements largely on our current expectations and projections about future events and trends that we believe may affect our financial condition, results of operations, business strategy, short- term and long-term business operations, and objectives, and financial needs. These forward-looking statements are subject to a number of risks, uncertainties, and assumptions, including those described in our Annual Report on Form 10-K for the year ended December 31, 2022 (the “2022 Annual Report”) as filed with the U.S. Securities and Exchange Commission (“SEC”) and in any subsequent filings with the SEC. Moreover, we operate in a very competitive and rapidly changing environment. New risks emerge from time to time. Our management cannot predict all risks, nor can we assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements we may make. In light of these risks, uncertainties, and assumptions, the future events, and trends discussed in this Quarterly Report may not occur and actual results could differ materially and adversely from those anticipated or implied in the forward-looking statements.

We undertake no obligation to revise or publicly release the results of any revision to these forward-looking statements, except as required by law. Given these risks and uncertainties, readers are cautioned not to place undue reliance on such forward-looking statements.

Unless expressly indicated or the context requires otherwise, unless expressly indicated or the context requires otherwise, the terms “Crypto,” the “Company,” “we,” “us,” and “our” in these consolidated financial statements refer to The Crypto Company and, where appropriate, its wholly-owned subsidiary Blockchain Training Alliance, Inc. (“BTA”) and an inactive subsidiary Coin Tracking, LLC (“CoinTracking”).

PART I. FINANCIAL INFORMATION

ITEM 1. Financial Statements

THE CRYPTO COMPANY

UNAUDITED CONSOLIDATED BALANCE SHEETS

	June 30, 2023			December 31, 2022

ASSETS
CURRENT ASSETS
Cash and cash equivalents	$	17,682		$	110,606
Prepaid expenses		19,117			81,317
Total current assets		36,799			191,923
Fixed assets		-			50,000
Goodwill		740,469			740,469
Intangible assets		552,503			574,169
TOTAL ASSETS	$	1,329,771		$	1,556,561

LIABILITIES AND STOCKHOLDERS’ EQUITY

CURRENT LIABILITIES
Accounts payable and accrued expenses	$	2,589,752		$	2,265,548
Notes payable, net		2,408,045			2,211,353
Total current liabilities		4,997,797			4,476,901
Convertible debt		125,000			125,000
Notes payable - other		13,687			14,100
TOTAL LIABILITIES		5,136,484			4,616,001

STOCKHOLDERS’ DEFICIT
Common stock, $0.001 par value; 2,000,000,000 shares authorized, 53,821,118 and 23,950,380 shares issued and outstanding, respectively		53,821			23,950
Additional paid-in-capital		39,238,579			36,448,046
Accumulated deficit		(43,099,113	)		(39,531,436	)
TOTAL STOCKHOLDERS’ DEFICIT		(3,806,713	)		(3,059,440	)
TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT	$	1,329,771		$	1,556,561

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

THE CRYPTO COMPANY

UNAUDITED CONSOLIDATED STATEMENTS OF OPERATIONS

	June 30, 2023			June 30, 2022			June 30, 2023			June 30, 2022
	For the three months ended						For the six months ended
	June 30, 2023			June 30, 2022			June 30, 2023			June 30, 2022

Revenue:
Services	$	106,610		$	151,869		$	255,202		$	294,381
Cost of services		117,314			82,433			206,669			176,211
Gross margin		(10,705	)		69,436			48,533			118,170

Operating expenses:
General and administrative expenses		320,500			506,390			765,525			1,123,370
Amortization		10,833			10,833			21,666			21,666
Depreciation		-			32,708			-			43,611
Share-based compensation - employee		-			109,447			6,761			272,447
Share-based compensation - non-employee		119,919			789,602			499,718			1,512,063
Total Operating Expenses		451,253			1,448,980			1,293,670			2,973,157
Operating loss		(461,957	)		(1,379,545	)		(1,245,137	)		(2,854,987	)
Other income		25,775			-			25,775			-
Loss on sale of equipment		-			-			(31,000	)		-
Other income - recovery of token investment		-			66,765			-			81,765
Interest expense		(346,402	)		(600,317	)		(2,317,315	)		(1,624,200	)

Loss before provision for income taxes		(782,584	)		(1,913,096	)		(3,567,677	)		(4,397,422	)
Provision for income taxes		-			-			-			-
Net loss		(782,584	)		(1,913,096	)		(3,567,677	)		(4,397,422	)

Net income (loss) per share	$	(0.08	)	$	(0.08	)	$	(0.12	)	$	(0.19	)
Weighted average common shares outstanding – basic and diluted		35,731,866			23,000,073			30,444,263			22,752,500

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

THE CRYPTO COMPANY

UNAUDITED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY


					Additional					Total
	Common stock				paid-in-		Accumulated			Stockholders’
	Shares		Amount		capital		Deficit			Deficit
Balance, December 31, 2022		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		125		24,875					25,000
Stock issued for cash		125,000		125		24,875					25,000.00
Stock compensation expense in connection with issuance of common stock		1,665,157		1,666		384,894		-			386,560
Debt discount for warrants						2,031,499					2,031,499
Stock issued for loan payments		28,080,581		28,081		349,265					377,346
Net loss								(3,567,677	)		(3,567,677	)
Balance, June 30, 2023		53,821,118	$	53,821	$	39,238,579	$	(43,099,113	)	$	(3,806,713	)

					Additional					Total
	Common stock				paid-in-		Accumulated			Stockholders’
	Shares		Amount		capital		Deficit			Deficit
Balance, December 31, 2021		22,205,248	$	22,206	$	32,830,497	$	(33,868,518	)	$	(1,015,815	)
Balance		22,205,248	$	22,206	$	32,830,497	$	(33,868,518	)	$	(1,015,815	)
Stock issued for cash at $3.28 per share		8,000		8		26,232					26,240
Stock compensation expense in connection with issuance of common stock		904,921		905		1,739,855		-			1,740,760
Stock issued in connection with warrant exercise’		73,250		73		43,677					43,750
Debt discount for warrants						1,488,927					1,488,927
Net loss								(4,397,422	)		(4,397,422	)
Balance, June 30, 2022		23,191,419	$	23,191	$	36,129,189	$	(38,265,940	)	$	(2,113,561	)
Balance		23,191,419	$	23,191	$	36,129,189	$	(38,265,940	)	$	(2,113,561	)

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

THE CRYPTO COMPANY

UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS

	June 30, 2023			June 30, 2022
	For the Six Months Ended
	June 30, 2023			June 30, 2022
Cash flows from operating activities:
Net loss	$	(3,567,677	)	$	(4,397,422	)
Adjustments to reconcile net loss to net cash used in operations:
Depreciation and amortization		21,666			65,277
Share-based compensation		506,479			1,784,510
Debt discount for warrants		2,031,499			1,488,927
Loss on disposal of equipment		31,000			-
Change in operating assets and liabilities:
Prepaid expenses		62,200			67,350
Accounts payable and accrued expenses		324,203			72,900
Deferred revenue		-			21,000
Net cash (used in) operating activities		(590,629	)		(897,458	)

Cash flows from investing activities:
Purchase of computer equipment		-			(1,033,500	)
Net cash (used in) investing activities		-			(1,033,500	)

Cash flows from financing activities:
Proceeds from loans payable		-			(18,265	)
Payment of notes payable		(187,062	)		-
Proceeds from issuance of notes payable		659,767			1,866,498
Proceeds from common stock issuance		25,000			26,240
Net cash provided by financing activities		497,705			1,874,473

Net (decrease) in cash and cash equivalents		(92,924	)		(56,485	)
Cash and cash equivalents at the beginning of the period		110,606			75,699
Cash and cash equivalents at the end of the period	$	17,682		$	19,214

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

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2023 AND 2022

NOTE 1 – BASIS OF PRESENTATION

Organization and Description of the Business

The Crypto Company was incorporated in the State of Nevada on March 9, 2017. The Company is engaged in the business of providing consulting, training, and educational and related services for distributed ledger technologies (“blockchain”), for corporate and individual clients, enterprises for general blockchain education, as well as for the building of technological infrastructure and enterprise blockchain technology solutions. In recent periods the Company has generated revenues and incurred expenses primarily through these consulting and related operations.

Unless expressly indicated or the context requires otherwise, the terms “Crypto,” the “Company,” “we,” “us,” and “our” in these consolidated financial statements refer to The Crypto Company and, where appropriate, its wholly-owned subsidiary Blockchain Training Alliance, Inc. (“BTA”) and an inactive subsidiary Coin Tracking, LLC (“CoinTracking”).

BTA is a blockchain training company and service provider that provides training and educational courses focused on blockchain technology and education as to the general understanding of blockchain to corporate and individual clients.

The Company’s accounting year-end is December 31.

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Going Concern

The Company’s consolidated financial statements are prepared using the accrual method of accounting in accordance with United States (“U.S.”) generally accepted accounting principles (“GAAP”) and have been prepared on a going concern basis, which contemplates the realization of assets and the settlement of liabilities in the normal course of business. The Company has incurred significant losses and experienced negative cash flows since inception. As of June 30, 2023, the Company had cash of $17,682. In addition, the Company’s net loss was $3,567,677 for the six months ended June 30, 2023 and the Company’s had a working capital deficit of $4,960,998. As of June 30, 2023, the accumulated deficit amounted to $43,099,113. As a result of the Company’s history of losses and financial condition, there is substantial doubt about the ability of the Company to continue as a going concern.

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

Management’s Representation of Interim Financial Statements

The accompanying unaudited consolidated financial statements have been prepared by the Company without audit pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). Certain information and disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) have been condensed or omitted as allowed by such rules and regulations, and management believes that the disclosures are adequate to make the information presented not misleading. These consolidated financial statements include all of the adjustments, which in the opinion of management are necessary to a fair presentation of financial position and results of operations. All such adjustments are of a normal and recurring nature. Interim results are not necessarily indicative of results for a full year. These consolidated financial statements should be read in conjunction with the audited consolidated financial statements as of December 31, 2022.

The Company prepares its consolidated financial statements based upon the accrual method of accounting, recognizing income when earned and expenses when incurred.

Basis of Presentation and Principles of Consolidation

Use of Estimates

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

Cash and Cash Equivalents

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

Investments in Cryptocurrency

Investments were comprised of several cryptocurrencies the Company owned, of which a majority was Bitcoin, that were actively traded on exchanges. During 2018, the Company sold most of its investments and during 2019 wrote-off the remainder of all those investments because there was no method to obtain liquidity for those investments. The Company recorded this recovery as other income in its financial statements. As previously disclosed, the Company has ceased operations of its former cryptocurrency investment segment, and the Company liquidates newly issued/accessible assets from old investments as promptly as practicable for the sole purpose of winding down the Company’s legacy cryptocurrency investment segment.

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

As of June 30, 2023, the Company had written off the value of its investments in cryptocurrency.

Investments Non-cryptocurrency

The Company previously invested in simple agreements for future tokens (“SAFT”) and a simple agreement for future equity (“SAFE”) agreements. The SAFT agreements provide for the issuance of tokens in anticipation of a future token generation event, with the number of tokens predetermined based on the price established in each respective agreement. The SAFE investment included provisions that provide for either equity or tokens, or both. As of June 30, 2023, and December 31, 2022, the Company had written-off its investments in non- cryptocurrency.

Business Combination

The purchase price of an acquired company is allocated between tangible and intangible assets acquired and liabilities assumed from the acquired business based on their estimated fair values with the residual of the purchase price recorded as goodwill. The results of operations of acquired businesses are included in our operating results from the dates of acquisition.

Income Taxes

Deferred tax assets and liabilities are recognized for expected future consequences of events that have been included in the financial statements or tax returns. Under the asset and liability method, deferred income tax assets and liabilities are determined based on the differences between the financial reporting and tax bases of assets and liabilities and are measured using the currently enacted tax rates and laws. A valuation allowance is provided for the amount of deferred tax assets that, based on available evidence, are not expected to be realized. The provision for income taxes represents the tax payable for the period and the change during the period in deferred tax assets and liabilities.

When tax returns are filed, it is highly certain that some positions taken would be sustained upon examination by the taxing authorities, while others are subject to uncertainty about the merits of the position taken or the amount of the position that would be ultimately sustained. The benefit of a tax position is recognized in the financial statements in the period during which, based on all available evidence, management believes it is more likely than not that the position will be sustained upon examination, including the resolution of appeals or litigation processes, if any. Tax positions taken are not offset or aggregated with other positions. Tax positions that meet the more-likely-than-not recognition threshold are measured as the largest amount of tax benefit that is more than 50 percent likely of being realized upon settlement with the applicable taxing authority. The portion of the benefits associated with tax positions taken that exceed the amount measured as described above is reflected as a liability for unrecognized tax benefits along with any associated interest and penalties that would be payable to the taxing authorities upon examination.

As of June 30, 2023, we are subject to federal taxation in the U.S., as well as state taxes. The Company has not been audited by the U.S. Internal Revenue Service.

Fair Value Measurements

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

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

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

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

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

Revenue Recognition

The Company recognizes revenue under ASC 606, Revenue from Contracts with Customers (“ASC 606”). The core principle of the new revenue standard is that a company should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the company expects to be entitled in exchange for those goods or services. The following five steps are applied to achieve that core principle:

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

In order to identify the performance obligations in a contract with a customer, a company must assess the promised goods or services in the contract and identify each promised good or service that is distinct. A performance obligation meets ASC 606’s definition of a “distinct” good or service (or bundle of goods or services) if both of the following criteria are met: The customer can benefit from the good or service either on its own or together with other resources that are readily available to the customer (i.e., the good or service is capable of being distinct), and the entity’s promise to transfer the good or service to the customer is separately identifiable from other promises in the contract (i.e., the promise to transfer the good or service is distinct within the context of the contract).

If a good or service is not distinct, the good or service is combined with other promised goods or services until a bundle of goods or services is identified that is distinct.

The transaction price is the amount of consideration to which an entity expects to be entitled in exchange for transferring promised goods or services to a customer. The consideration promised in a contract with a customer may include fixed amounts, variable amounts, or both. When determining the transaction price, an entity must consider the effects of all of the following:

Variable consideration is included in the transaction price only to the extent that it is probable that a significant reversal in the amount of cumulative revenue recognized will not occur when the uncertainty associated with the variable consideration is subsequently resolved. The transaction price is allocated to each performance obligation on a relative standalone selling price basis. The transaction price allocated to each performance obligation is recognized when that performance obligation is satisfied, at a point in time or over time as appropriate.

The Company adopted ASC 606 as of January 1, 2018, using the modified retrospective transition method for contracts as of the date of initial application. There was no cumulative impact on the Company’s retained earnings.

During the period ended June 30, 2023, the Company’s main source of revenue was consulting and education services to numerous customers provided by and through BTA. The Company has determined that revenue should be recognized over time, as the service is provided. The Company considered the criteria in ASC 606 in reaching this determination, specifically:

	●	The customer receives and consumes the benefit provided by the Company’s performance as the Company performs.
	●	The Company’s performance enhances an asset controlled by the customer.
	●	The Company’s performance does not create an asset with alternative use, and the Company has an enforceable right to payment for performance completed to date.

The consulting and education services performed during the period ended June 30, 2023, meet more than one of the criteria above.

Share-based Compensation

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

On January 1, 2019, the Company adopted ASC No. 2018-07, Improvements to Nonemployee Share-Based Payment Accounting, which simplifies the accounting for share-based payments to nonemployees by aligning it with the accounting for share-based payments to employees, with certain exceptions. Previously, share-based payments to nonemployees was accounted for in accordance with ASC No. 505, Equity-Based Payments to Non-Employees, which required compensation cost to be remeasured at fair value at each reporting period when the award vests. As a result, stock option-based payments to non-employees resulted in significant volatility in compensation expenses in prior years.

The Company accounts for its share-based compensation using the Black-Scholes model to estimate the fair value of stock option awards. Using this model, fair value is calculated based on assumptions with respect to the (i) expected volatility of the Company’s common stock price, (ii) expected life of the award, which for options is the time over which employees and non- employees are expected to hold their options prior to exercise, and (iii) risk-free interest rate.

Net Loss per Common Share

The Company reports earnings per share (“EPS”) with a dual presentation of basic EPS and diluted EPS. Basic EPS is computed as net income divided by the weighted average of common shares for the period. Diluted EPS reflects the potential dilution that could occur from common shares issued through stock options, or warrants. For the six-month periods ended June 30, 2023, and 2022, the Company had no potentially dilutive common stock equivalents. Therefore, the basic EPS and diluted EPS are the same.

NOTE 3 - RECENT ACCOUNTING PRONOUNCEMENTS

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

NOTE 4 -GOODWILL AND INTANGIBLE ASSETS

The Company entered into a Stock Purchase Agreement (the “SPA”) effective as of March 24, 2021 with BTA and its stockholders. On April 8, 2021, the Company completed the acquisition of all of the issued and outstanding stock of BTA and BTA became a wholly owned subsidiary of the Company. At the closing, the Company delivered to the sellers a total of $600,000 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 the Company’s common stock valued at $604,317, in accordance with the terms of the SPA. Additionally, the Company acquired $4,860 in cash from BTA.

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

During the six months ended June 30, 2023, the Company recorded $43,611 in amortization expense.

NOTE 5 – NOTES PAYABLE

On April 3, 2018, CoinTracking entered into a Loan Agreement (the “Loan Agreement”) with CoinTracking GmbH, which provided for total borrowings of up to $3,000,000. During 2018, CoinTracking borrowed $1,500,000 in exchange for three promissory notes (collectively, the “CoinTracking Note”) in the principal amounts of $300,000, $700,000, and $500,000, respectively. On December 31, 2018, the CoinTracking Note was still outstanding. On January 2, 2019, the Company sold its equity ownership stake in CoinTracking GmbH, and $1,200,000 of the sales proceeds were applied toward repayment of the $1,500,000 outstanding loan amount under the CoinTracking Note. The remaining balance of $300,000 was outstanding as of September 30, 2022, with a due date of March 31, 2023, which due date was extended from the prior due date of March 31, 2021 pursuant to an amendment dated December 28, 2018. The CoinTracking Note bears interest at 3%, which is payable monthly, in arrears. All payments shall be applied first to all accrued and unpaid interest and second to the outstanding principal balance, as applicable. The maturity date of the CoinTracking Note has not been extended nor has any default been asserted by the lender.

Interest expense for Notes Payable was $280,835 for the six-month period ended June 30, 2023, compared to $164,053, during the same six-month period ended June 30, 2022, respectively.

●

On June 10, 2020, the Company received a loan from the Small Business Administration of $14,100 (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. As of June 30, 2023, the balance remaining under the 2020 SBA Loan is $13,687.

	●	On February 24, 2022, the Company borrowed funds pursuant to the terms of a Securities Purchase Agreement (the “Feb. SPA”) entered into with AJB, and issued a Promissory Note in the principal amount of $300,000 (the “Feb. Note”) to ABJ in a private transaction for a purchase price of $275,000 (giving effect to an original issue discount). The Feb. Note had a maturity date of 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).

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

●

On May 3, 2022, the Company borrowed funds pursuant to the terms of a Securities Purchase Agreement (the “May AJB SPA”) entered into with AJB Capital Investments, LLC (“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.

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 was utilized for working capital and other general corporate purposes.

The May AJB Note had a maturity date of 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 Company has extended the maturity date of the May AJB Note. 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 December 29, 2022, the Company entered into a First Amendment to Promissory Note (the “May ABJ Amendment”) to amend certain terms of the May AJB Note. Pursuant to the May ABJ Amendment, AJB loaned the Company an additional $125,000 (resulting in proceeds to the Company of $100,000 after giving effect to an original issue discount of $25,000), and, as a result the May ABJ Amendment served to increase the face amount of the Note to $1,125,000 to give effect to the additional funds loaned to the Company. All transaction documents originally entered into by the parties in connection with the issuance of the May ABJ Note were amended to cause the term “Principal” to mean the sum of $1,125,000. Except as amended by the Amendment all of the original terms and conditions of the May ABJ Note remain as set forth in the original transaction documents.

The Company used proceeds of the additional loan amount, in part, to satisfy in full all remaining obligations owed by the Company pursuant to a promissory note in the principal amount of $79,250 issued in favor of 1800 Diagonal Lending, LLC in July 2022. As a result, the July Diagonal note was satisfied in full and was terminated.

●

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

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

On April 24, 2023, the Company received a letter (the “Notice of Conversion”) from Coventry formally notifying the Company of an event of default under Section 7(a)(i) of the Coventry Note. The Company was in violation of covenants in the Coventry Note that require the Company to make the payment of any principal amount, guaranteed interest, or any other interest due under the Coventry Note, when due, subject to a five day cure period. Upon an event of default, consistent with the terms of the Coventry Note, the Coventry Note becomes convertible, in whole or in part, into shares of the Company’s Common Stock at Coventry’s option. As set forth in the Notice of Conversion, Coventry elected to convert $17,916.94 of principal and $2,083.06 of interest under the Coventry Note into Conversion Shares of the Company. As of June 30, 2023 the amount due to Coventry for this note was $7,744.

● On December 15, 2022, the Company borrowed funds pursuant to a SPA entered into with Diagonal, and Diagonal purchased a convertible promissory note (the “Second Diagonal Note”) from the Company in the aggregate principal amount of $88,760 (giving effect to an original issue discount). Net proceeds from the sale of the Second Diagonal 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 Second Diagonal Note has a maturity date of December 9, 2023, and the Company has agreed to pay interest on the unpaid principal balance of the Second Diagonal 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 Second Diagonal Note on the issuance date. Payments are due monthly, beginning on January 30, 2023. The Company has the right to prepay the Second Diagonal 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. As of June 30, 2023, the balance remaining under the Second Diagonal Note is $85,294.

● On January 10, 2023, the Company borrowed funds pursuant to a SPA entered into with Diagonal, and Diagonal purchased a convertible promissory note (the “Third Diagonal Note”) from the Company in the aggregate principal amount of $79,250. Pursuant to the SPA, the Company agreed to reimburse Diagonal for certain fees in connection with entry into the SPA and the issuance of the Third Diagonal Note. The SPA contains customary representations and warranties by the Company and Diagonal typically contained in such documents.

The maturity date of the Third Diagonal Note is January 3, 2024 (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.

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

Pursuant to the Third Diagonal Note, as long as the Company has any obligations under the Third Diagonal Note, the Company cannot without Diagonal’s written consent, sell, lease or otherwise dispose of any significant portion of its assets which would render the Company a “shell company” as such term is defined in SEC Rule 144. Additionally, under the Note, any consent to the disposition of any assets may be conditioned on a specified use of the proceeds of disposition.

The Third Diagonal Note contains standard and customary events of default such as failing to timely make payments under the Note when due, the failure of the Company to timely comply with the Securities Exchange Act of 1934, as amended, reporting requirements and the failure to maintain a listing on the OTC Markets. The occurrence of any of the events of default, entitled Diagonal, among other things, to accelerate the due date of the unpaid principal amount of, and all accrued and unpaid interest on, the Third Diagonal Note. Upon an “Event of Default”, interest shall accrue at a default interest rate of 22%, 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.

● 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 180^th 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).

● 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.

Pursuant to the Fourth Diagonal Note, as long as the Company has any obligations under the Fourth Diagonal Note, the Company cannot without Diagonal’s written consent, sell, lease or otherwise dispose of any significant portion of its assets.

The Fourth Diagonal Note contains standard and customary events of default such as failing to timely make payments under the Note when due, the failure of the Company to timely comply with the Securities Exchange Act of 1934, as amended, reporting requirements and the failure to maintain a listing on the OTC Markets. The occurrence of any of the events of default, entitled Diagonal, among other things, to accelerate the due date of the unpaid principal amount of, and all accrued and unpaid interest on, the Fourth Diagonal Note. Upon an “Event of Default”, interest shall accrue at a default interest rate of 22%, 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.

● 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.

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.

NOTE 6 – CONVERTIBLE NOTES

The balance of outstanding Convertible Notes was $125,000 as of June 30, 2023 and December 31, 2022, respectively.

In June 2020, the Company issued Convertible Notes (“June 2020 Notes”) to an accredited investor for an aggregate amount of $5,000. The June 2020 Notes mature in June 2025, unless earlier converted. The June 2020 Notes bear interest at a rate of 5% per year. The June 2020 Notes will automatically convert into shares of common stock on the earlier to occur of a) a qualified equity financing, with the conversion price equal to 50% of the common stock price paid by the purchasers of the equity, or b) on the maturity date, at a price per share equal to the fair market value of the Company’s common stock on that date. If a change in control occurs before either of the automatic conversion events, the holders of the June 2020 Notes will have the option to convert the June 2020 Notes at a price per share equal to the fair market value of the common stock at the time of such conversion. The Company can prepay the principal and interest, in cash, at any time without any premium or penalty. The June 2020 Notes have no voting rights, do not participate in dividends, and are unsecured. The Company believes it is more likely than not that the June 2020 Notes will not be automatically converted in connection with a qualified equity financing prior to either prepayment or automatic conversion on maturity.

In April 2020, the Company issued three Convertible Notes (“April 2020 Notes”) to three accredited investors for an aggregate amount of $22,500. The April 2020 Notes mature in April 2025, unless earlier converted. The April 2020 Notes bear interest at a rate of 5% per year. The April 2020 Notes will automatically convert into shares of common stock on the earlier to occur of a) a qualified equity financing, with the conversion price equal to 50% of the common stock price paid by the purchasers of the equity, or b) on the maturity date, at a price per share equal to the fair market value of the Company’s common stock on that date. If a change in control occurs before either of the automatic conversion events, the holders of the April 2020 Notes will have the option to convert the April 2020 Notes at a price per share equal to the fair market value of the common stock at the time of such conversion. The Company can prepay the principal and interest, in cash, at any time without any premium or penalty. The April 2020 Notes have no voting rights, do not participate in dividends, and are unsecured. The Company believes it is more likely than not that the April 2020 Notes will not be automatically converted in connection with a qualified equity financing prior to either prepayment or automatic conversion on maturity.

In February 2020, the Company issued three Convertible Notes (“February 2020 Notes”) to three accredited investors for an aggregate amount of $22,500. The February 2020 Notes mature in February 2025, unless earlier converted. The February 2020 Notes bear interest at a rate of 5% per year. The February 2020 Notes will automatically convert into shares of common stock on the earlier to occur of a) a qualified equity financing, with the conversion price equal to 50% of the common stock price paid by the purchasers of the equity, or b) on the maturity date, at a price per share equal to the fair market value of the Company’s common stock on that date. If a change in control occurs before either of the automatic conversion events, the holders of the February 2020 Notes will have the option to convert the February 2020 Notes at a price per share equal to the fair market value of the common stock at the time of such conversion. The Company can prepay the principal and interest, in cash, at any time without any premium or penalty. The February 2020 Notes have no voting rights, do not participate in dividends, and are unsecured. The Company believes it is more likely than not that the February 2020 Notes will not be automatically converted in connection with a qualified equity financing prior to either prepayment or automatic conversion on maturity.

Interest expense for Convertible Notes was $3,099 for the six months ended June 30, 2023, and June 30, 2022, respectively.

NOTE 7 – WARRANTS FOR COMMON STOCK

As of June 30, 2023, outstanding warrants to purchase shares of the Company’s common stock were as follows:

Issuance Date	Exercisable for		Expiration Date		Exercise Price		Number of Shares Outstanding Under Warrants
September 2019		Common Shares		September 24, 2022	$	0.01		75,000
February 2020		Common Shares		February 6, 2030	$	0.01		10,000
February 2020		Common Shares		February 12, 2030	$	0.01		2,500
February 2020		Common Shares		February 19, 2030	$	0.01		10,000
April 2020		Common Shares		April 20, 2030	$	0.01		22,500
June 2020		Common Shares		June 9, 2030	$	0.01		5,000
March 2021		Common Shares		February 28, 2026	$	0.50		362,500
January 2022		Common Shares		January 12, 2025	$	5.25		500,000
February 2022		Common Shares		February 24, 2025	$	5.25		200,000
April 2022		Common Shares		April 7, 2025	$	5.25		146,667
May 2022		Common Stock		May 3, 2025	$	5.25		750,000
March 2023		Common Stock		March 8, 2028	$	0.00001		474,780
March 2023		Common Stock		March 13, 2028	$	0.00001		7,000,000
April 2023		Common Stock		April 14. 2028	$	0.00001		1,000,000
May 2023		Common Stock		May 12, 2028	$	0.00001		1,500,000
June 2023		Common Stock		June 23, 2028	$	0.00001		1,500,000

The exercise price of the warrants is subject to adjustment from time to time, as provided therein, to prevent dilution of purchase rights granted thereunder. The warrants are considered indexed to the Company’s own stock and therefore no subsequent remeasurement is required.

NOTE 8 - SUMMARY OF STOCK OPTIONS

On July 21, 2017, the Company’s board of directors adopted The Crypto Company 2017 Equity Incentive Plan (the “Plan”), which was approved by its stockholders on August 24, 2017. The Plan is administered by the board of directors (the “Administrator”). Under the Plan, the Company may grant equity awards to eligible participants which may take the form of stock options (both incentive stock options and non-qualified stock options) and restricted stock awards. Awards may be granted to officers, employees, non-employee directors (as defined in the Plan) and other key persons (including consultants and prospective employees). The term of any stock option award may not exceed 10 years and may be subject to vesting conditions, as determined by the Administrator. Options granted generally vest over eighteen to thirty-six months. Incentive stock options may be granted only to employees of the Company or any subsidiary that is a “subsidiary corporation” within the meaning of Section 424(f) of the Internal Revenue Code.

During the six-month period ended June 30, 2023, the Company did not issue any stock options.

5,000,000 shares of the Company’s common stock are reserved for issuance under the Plan. As of June 30, 2023, there are outstanding stock option awards issued from the Plan covering a total of 2,281,429 shares of the Company’s common stock and there remain reserved for future awards 2,718,571 shares of the Company’s common stock.

SCHEDULE OF STOCK OPTION ACTIVITY

					Weighted Average
			Weighted		Remaining
			Average		Contractual		Aggregate
	Number of Shares		Exercise Price		Term (years)		Intrinsic Value
Options outstanding, on December 31, 2022		2,281,429	$	2.26		3.25		-
Options granted		-		-		-		-
Options canceled		-		-		-		-
Options exercised		-		-		-		-
Options outstanding, on June 30, 2023		2,281,429	$	2.26		2.75	$	-
Vested and exercisable		2,281,429	$	2.26		2.75	$	-

The Company recognized $0 for share-based compensation related to stock options for the six-month period ended June 30, 2023. There were no options exercised for the six months ended June 30, 2023.

The Company granted 1,665,157 shares of restricted stock during the six-month period ended June 30, 2023 (although such shares were not issued under the Plan).

The Company recognized $506,479 for share-based compensation related to restricted stock issued for the six month period ended June 30, 2023. As of June 30, 2023, there was $0 of unrecognized compensation costs related to stock options issued to employees and nonemployees, and the stock options had no intrinsic value since they were all “out of the money” as of June 30, 2023.

NOTE 9- COMMITMENTS AND CONTINGENCIES

Facility rent expense was $0 for the six months ended June 30, 2023, and June 30, 2022, respectively.

NOTE 10 – SUBSEQUENT EVENTS

Subsequent to June 30, 2023 the Company issued 42,917,727 common shares pursuant to the conversion of approximately $51,000 of convertible debt.

ITEM 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

You should read the following discussion of our financial condition and results of operations in conjunction with the consolidated financial statements and the related notes included elsewhere in this Quarterly Report on Form 10-Q (“Quarterly Report”) and with our audited consolidated financial statements, including the notes thereto, and Management’s Discussion and Analysis of Financial Condition and Results of Operations included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2022 (the “2022 Annual Report”), as filed with the U.S. Securities and Exchange Commission (“SEC”). In addition to historical consolidated financial information, the following discussion and analysis contain forward-looking statements that reflect our plans, estimates, and beliefs and involve risks and uncertainties. The words “may,” “could,” “should,” “estimate,” “project,” “forecast,” “intend,” “expect,” “anticipate,” “believe,” “target,” “plan” and similar expressions are intended to identify forward-looking statements. Our actual results could differ materially from those anticipated in the forward-looking statements. Factors that could cause or contribute to these differences include those discussed below and elsewhere in this Quarterly Report, as well as risks referenced in our other filings with the SEC.

Overview of Our Business

We are primarily engaged in the business of providing consulting, training, and educational services for distributed ledger technologies (“blockchain”), for individual and corporate clients, enterprises for general blockchain education, as well as for the building of technological infrastructure and enterprise blockchain technology solutions. We currently generate revenues and incur expenses through these consulting and educational operations. We have disposed of our entire ownership interest in CoinTracking GmbH and also divested all of our cryptocurrency assets owned by our former cryptocurrency investment segment, which has ceased operations.

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

Comparison of the three months ended June 30, 2023, and the three months June 30, 2022

Revenue

Revenues for the three months ended June 30, 2023, and June 30, 2022, were $106,610 and $151,869, respectively. Revenue for the 2023 period consisted primarily of fees received for blockchain training and consulting generated by the Company’s BTA subsidiary which was acquired in April 2021.

General and Administrative Expenses

For the three months ended June 30, 2023, our general and administrative expenses were $320,500, a decrease of $185,890 compared to $506,390 for the period ended June 30, 2022. General and administrative expenses consist primarily of costs relating to professional services, payroll, and payroll-related expenses. Professional services included in general and administrative expenses consist primarily of contracting fees, consulting fees, and accounting fees.

Amortization expense was $10,833 for the three months ended June 30, 2023, and June 30, 2022, respectively. Depreciation expense was $0 and $32,708 for the three months ended June 30, 2023, and June 30, 2022, respectively.

Share-based compensation was $119,919 and $899,049 for the three months ended June 30, 2023, and June 30, 2022, respectively.

Other Income (Expense)

During the three months ended June 30, 2023, other income was $25,775 compared to $66,765 during the three months ended June 30, 2022. The decrease is attributable to cryptocurrency investments that had previously been written off became valuable during the 2021 period and the Company liquidated the extent of its holdings at that time for cash.

Interest Expense

During the three months ended June 30, 2023, interest expense was $346,402 compared to $600,317 during the three months ended June 30, 2022. The decrease is primarily attributed to debt discount calculated on the issuance of warrants, and the issuance of promissory notes payable during the 2022 period.

Comparison of the six months ended June 30, 2023, and the six months June 30, 2022

Revenue

Revenues for the six months ended June 30, 2023, and June 30, 2022, were $255,202 and $294,381, respectively. Revenue for the 2023 period consisted primarily of fees received for blockchain training and consulting generated by the Company’s BTA subsidiary which was acquired in April 2021.

General and Administrative Expenses

For the six months ended June 30, 2023, our general and administrative expenses were $765,525, a decrease of $357,845 compared to $1,123,370 for the period ended June 30, 2022. General and administrative expenses consist primarily of costs relating to professional services, payroll, and payroll-related expenses. Professional services included in general and administrative expenses consist primarily of contracting fees, consulting fees, and accounting fees.

Amortization expense was $21,666 for the six months ended June 30, 2023, and June 30, 2022, respectively. Depreciation expense was $0 and $43,611 for the six months ended June 30, 2023, and June 30, 2022, respectively.

Share-based compensation was $506,479 and $1,784,510 for the six months ended June 30, 2023, and June 30, 2022, respectively.

Other Income (Expense)

During the six months ended June 30, 2023, other income was $25,775 compared to $81,765 during the six months ended June 30, 2022. The decrease is attributable to cryptocurrency investments that had previously been written off became valuable during the 2021 period and the Company liquidated the extent of its holdings at that time for cash.

Interest Expense

During the six months ended June 30, 2023, interest expense was $2,317,315 compared to $1,624,200 during the six months ended June 30, 2022. The increase is primarily attributed to debt discount calculated on the issuance of warrants in 2023, and the issuance of promissory notes payable during the 2022 period.

Liquidity and Capital Resources

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

The following table summarizes the primary sources and uses of cash for the periods presented below:

	Six months ended June 30,
	2023			2022
Net cash (used in) operating activities	$	(590,629	)	$	(897,458	)
Net cash (used in) investing activities		-			(1,033,500	)
Net cash provided by financing activities		497,705			1,874,473
Net (decrease) in cash and cash equivalents	$	(92,924	)	$	(56,485	)

Operating Activities

Net cash used in operating activities was $590,629 for the six months ended June 30, 2023, compared to net cash used by operating activities of $897,458 for the six months ended June 30, 2022. The decrease in net cash used in operating activities during the 2023 period was primarily due to a decrease in general and administrative expenses of $357,845 for the six months ended June 30, 2023.

Investing Activities

Net cash used in investing activities was $0 for the six months ended June 30, 2023, compared to $1,033,500 for the six months ended June 30, 2022. The decrease in cash used in investing activities was primarily due to the acquisition of bitcoin mining equipment in February 2022. In 2023, the Company exited the bitcoin mining initiative because it was not profitable.

Financing Activities

Net cash from financing activities for the six months ended June 30, 2023, was $497,7015, compared to $1,874,473 for the six months ended June 30, 2022. The decrease in net cash from financing activities was mainly due to the resulting issuance of promissory notes during the six months ended June 30, 2022.

Trends, Events, and Uncertainties

Blockchain

The blockchain technology market is dynamic and unpredictable. Although we will 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.

COVID-19

The continuing effect of the COVID-19 virus has resulted in a slowdown in economic activity, disrupting supply chains, and reducing workforces, increasing market volatility and consequently, impacting our operational and financial performance. It is impossible to predict the ultimate degree to which future variants of COVID-19 and their spread could lead to continuing significant and material disruptions in economic activity, and could have a material adverse effect on our results of operations.

Other than as discussed in this Quarterly Report and our 2022 Annual Report, we are not aware of any other trends, events, or uncertainties that are likely to have a material effect on our financial condition.

Critical Accounting Policies and Estimates

The preparation of our consolidated financial statements requires us to make estimates that affect the reported amounts of assets, liabilities, revenue and expenses, and the related disclosure of contingent liabilities. We base our judgments on our historical experience and on various other assumptions that we believe are reasonable under the circumstances, the results of which form the basis for making estimates about the carrying value of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions. We have no material changes to our Critical Accounting Policies and Estimates disclosure as filed in our 2022 Annual Report.

Recent Accounting Pronouncements

See Note 3 to the consolidated financial statements for a discussion of recent accounting pronouncements.

Off-Balance Sheet Transactions

We do not have any off-balance sheet transactions.

ITEM 3. 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 4. Controls and Procedures.

Evaluation 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 Securities Exchange Act of 1934, as amended (the “Exchange Act”), as of June 30, 2023. Based upon that evaluation, our principal executive officer and principal financial officer concluded that our disclosure controls and procedures were effective as of June 30, 2023, to provide reasonable assurance that information we are required to disclose in reports that we file or submit under the Exchange Act is (i) recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and (ii) accumulated and communicated to our management, including our principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosures. In designing and evaluating our disclosure controls and procedures, our management recognized that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving their desired control objectives, and our management is required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures.

Changes in Internal Control over Financial Reporting

There have been no changes in our internal control over financial reporting during the period ended June 30, 2023, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II. Other Information

ITEM 1. Legal Proceedings.

The Company is subject, from time to time, to various legal proceedings that are incidental to the conduct of its business. The Company is not involved in any pending legal proceeding that it believes would reasonably be expected to have a material adverse effect on its financial condition or results of operations.

ITEM 1A. Risk Factors.

In evaluating us and our common stock, we urge you to carefully consider the risks and other information in this Quarterly Report on Form 10-Q, the Risk Factors disclosed in Item 1A. of Part I of our Annual Report on Form 10-K for the fiscal year ended December 31, 2022, as well as additional risks and uncertainties not currently known to us or that we currently deem immaterial, that could materially and adversely affect our results of operations or financial condition.

ITEM 3. Defaults upon Senior Securities.

On April 24, 2023, the Company defaulted on the July 27, 2022 Coventry Note. The Company was in violation of covenants in the Coventry Note that require the Company to make the payment of any principal amount, guaranteed interest, or any other interest due under the Coventry Note, when due, subject to a five day cure period. Upon an event of default, consistent with the terms of the Coventry Note, the Coventry Note becomes convertible, in whole or in part, into shares of the Company’s Common Stock at Coventry’s option. On April 24, 2023, the Company received a notice of default in the amount of $17,916.94 of principal and $2,083.06 of interest. As per the terms of the Coventry Note, upon the occurrence and during the continuation of an event of default, the Coventry Note will become immediately due and payable. As of the filing date of this quarterly report on Form 10-Q, the total arrearage is $14,097.

ITEM 4. Mine Safety Disclosures.

Not applicable.

ITEM 5. Other Information.

During the three months ended June 30, 2023, no director or officer of the Company adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K.

ITEM 6. Exhibits.

Exhibit Number		Document
3.1		Articles of Incorporation of The Crypto Company (incorporated by reference from Exhibit 3.3 to the Company’s Current Report on Form 8-K filed on October 11, 2017)

3.2		Certificate of Amendment to Article of Incorporation of The Crypto Company (incorporated by reference to the Company’s Form 8-K filed on May 30, 2023)

10.1		AJB Capital Second Amendment to the May 3, 2022 Note, dated April 14, 2023 (incorporated by reference from Exhibit 10.41 to the Company Current on form 10-Q filed on May 22, 2023)

10.2		AJB Capital Pre-Funded Common Stock Warrant, dated April 14, 2023 (incorporated by reference from Exhibit 10.42 to the Company Current on form 10-Q filed on May 22, 2023)

10.3		AJB Capital Letter Regarding Note Increase and Pre-Funded Warrant, dated April 14, 2023 (incorporated by reference from Exhibit 10.43 to the Company Current on form 10-Q filed on May 22, 2023)

10.4		Securities Purchase Agreement dated as of June 23, 2023 by and between The Crypto Company and AJB Capital Investments, LLC

10.5		Convertible Promissory Note in favor of AJB Capital Investments, LLC, dated June 23, 2023

10.6		Securities Purchase Agreement dated as of March 2, 2023 by and between The Crypto Company and 1800 Diagonal Lending, LLC (incorporated by reference from Exhibit 10.41 to the Company Current Report on Form 10-K filed on April 17, 2023)

10.7		Convertible Promissory Note in favor of 1800 Diagonal Lending LLC, dated March 2, 2023 (incorporated by reference from Exhibit 10.40 to the Company Current Report on Form 10-K filed on April 17, 2023)

31.1		Certification of the Company’s Principal Executive Officer, Principal Financial and Accounting Officer pursuant to Rule 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32.1		Certification of the Company’s Principal Executive Officer, Principal Financial and Accounting Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

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101.CAL*		Inline XBRL Taxonomy Extension Calculation Linkbase

101.DEF*		Inline XBRL Taxonomy Extension Definitions Linkbase

101.LAB*		Inline XBRL Taxonomy Extension Label Linkbase

101.PRE*		Inline XBRL Taxonomy Extension Presentation Linkbase

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

Dated: August 21, 2023	THE CRYPTO COMPANY
	(Registrant)

	By:	/s/ Ron Levy
		Ron Levy
		Chief Executive Officer, Interim Chief Financial Officer, Chief Operating Officer and Secretary (Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer)

Exhibit 10.4

Exhibit 10.5

Exhibit 31.1

CERTIFICATION PURSUANT TO

SECTION 302 OF THE SARBANES-OXLEY ACT

I, Ron Levy, certify that:

1. I have reviewed this quarterly report on Form 10-Q for the period ended June 30, 2023, of The Crypto Company;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the period presented in this report;

4. I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a. designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to me by others within those entities, particularly during the period in which this report is being prepared;

b. designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c. evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d. disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions):

a. all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b. any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal controls over financial reporting.

Date: August 21, 2023

/s/ Ron Levy

Ron Levy

Chief Executive Officer, Interim Chief Financial Officer,

Chief Operating Officer, and Secretary (Principal

Executive Officer and Principal Financial Officer)

Exhibit 32.1

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of The Crypto Company. (the “Company”) on Form 10-Q for the period ended June 30, 2023 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Ron Levy, Chief Executive Officer, Interim Chief Financial Officer, Chief Operating Officer and Secretary of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to §906 of the Sarbanes-Oxley Act of 2002, that:

	(1)	The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

	(2)	The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.

IN WITNESS WHEREOF, the undersigned has executed this certification as of August 21, 2023.

/s/ Ron Levy

Ron Levy

Chief Executive Officer, Interim Chief Financial Officer,

Chief Operating Officer, and Secretary (Principal

Executive Officer and Principal Financial Officer)

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

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

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

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

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

Consolidated Statements of Stockholders' Equity (Unaudited) (Parenthetical) - $ / shares	Jun. 30, 2023	Jun. 30, 2022
Statement of Stockholders' Equity [Abstract]
Shares issued, price per share	$ 5.00	$ 3.28

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

BASIS OF PRESENTATION

6 Months Ended

Jun. 30, 2023

Accounting Policies [Abstract]

BASIS OF PRESENTATION

NOTE 1 – BASIS OF PRESENTATION

Organization and Description of the Business

The Company’s accounting year-end is December 31.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

6 Months Ended

Jun. 30, 2023

Accounting Policies [Abstract]

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Going Concern

Management’s Representation of Interim Financial Statements

The Company prepares its consolidated financial statements based upon the accrual method of accounting, recognizing income when earned and expenses when incurred.

Basis of Presentation and Principles of Consolidation

Use of Estimates

Cash and Cash Equivalents

Investments in Cryptocurrency

As of June 30, 2023, the Company had written off the value of its investments in cryptocurrency.

Investments Non-cryptocurrency

Business Combination

Income Taxes

As of June 30, 2023, we are subject to federal taxation in the U.S., as well as state taxes. The Company has not been audited by the U.S. Internal Revenue Service.

Fair Value Measurements

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

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

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

Revenue Recognition

	●	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

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 customer receives and consumes the benefit provided by the Company’s performance as the Company performs.
	●	The Company’s performance enhances an asset controlled by the customer.
	●	The Company’s performance does not create an asset with alternative use, and the Company has an enforceable right to payment for performance completed to date.

The consulting and education services performed during the period ended June 30, 2023, meet more than one of the criteria above.

Share-based Compensation

Net Loss per Common Share

RECENT ACCOUNTING PRONOUNCEMENTS

6 Months Ended

Jun. 30, 2023

Accounting Changes and Error Corrections [Abstract]

RECENT ACCOUNTING PRONOUNCEMENTS

NOTE 3 - RECENT ACCOUNTING PRONOUNCEMENTS

GOODWILL AND INTANGIBLE ASSETS

6 Months Ended

Jun. 30, 2023

Goodwill and Intangible Assets Disclosure [Abstract]

GOODWILL AND INTANGIBLE ASSETS

NOTE 4 -GOODWILL AND INTANGIBLE ASSETS

During the six months ended June 30, 2023, the Company recorded $43,611 in amortization expense.

NOTES PAYABLE

6 Months Ended

Jun. 30, 2023

Debt Disclosure [Abstract]

NOTES PAYABLE

NOTE 5 – NOTES PAYABLE

Interest expense for Notes Payable was $280,835 for the six-month period ended June 30, 2023, compared to $164,053, during the same six-month period ended June 30, 2022, respectively.

●

	●	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 Feb. Note had a maturity date of 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).

●

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.

CONVERTIBLE NOTES

6 Months Ended

Jun. 30, 2023

Convertible Notes

CONVERTIBLE NOTES

NOTE 6 – CONVERTIBLE NOTES

The balance of outstanding Convertible Notes was $125,000 as of June 30, 2023 and December 31, 2022, respectively.

Interest expense for Convertible Notes was $3,099 for the six months ended June 30, 2023, and June 30, 2022, respectively.

WARRANTS FOR COMMON STOCK

6 Months Ended

Jun. 30, 2023

Warrants For Common Stock

WARRANTS FOR COMMON STOCK

NOTE 7 – WARRANTS FOR COMMON STOCK

As of June 30, 2023, outstanding warrants to purchase shares of the Company’s common stock were as follows:

Issuance Date	Exercisable for		Expiration Date		Exercise Price		Number of Shares Outstanding Under Warrants
September 2019		Common Shares		September 24, 2022	$	0.01		75,000
February 2020		Common Shares		February 6, 2030	$	0.01		10,000
February 2020		Common Shares		February 12, 2030	$	0.01		2,500
February 2020		Common Shares		February 19, 2030	$	0.01		10,000
April 2020		Common Shares		April 20, 2030	$	0.01		22,500
June 2020		Common Shares		June 9, 2030	$	0.01		5,000
March 2021		Common Shares		February 28, 2026	$	0.50		362,500
January 2022		Common Shares		January 12, 2025	$	5.25		500,000
February 2022		Common Shares		February 24, 2025	$	5.25		200,000
April 2022		Common Shares		April 7, 2025	$	5.25		146,667
May 2022		Common Stock		May 3, 2025	$	5.25		750,000
March 2023		Common Stock		March 8, 2028	$	0.00001		474,780
March 2023		Common Stock		March 13, 2028	$	0.00001		7,000,000
April 2023		Common Stock		April 14. 2028	$	0.00001		1,000,000
May 2023		Common Stock		May 12, 2028	$	0.00001		1,500,000
June 2023		Common Stock		June 23, 2028	$	0.00001		1,500,000

SUMMARY OF STOCK OPTIONS

6 Months Ended

Jun. 30, 2023

Share-Based Payment Arrangement [Abstract]

SUMMARY OF STOCK OPTIONS

NOTE 8 - SUMMARY OF STOCK OPTIONS

During the six-month period ended June 30, 2023, the Company did not issue any stock options.

SCHEDULE OF STOCK OPTION ACTIVITY

					Weighted Average
			Weighted		Remaining
			Average		Contractual		Aggregate
	Number of Shares		Exercise Price		Term (years)		Intrinsic Value
Options outstanding, on December 31, 2022		2,281,429	$	2.26		3.25		-
Options granted		-		-		-		-
Options canceled		-		-		-		-
Options exercised		-		-		-		-
Options outstanding, on June 30, 2023		2,281,429	$	2.26		2.75	$	-
Vested and exercisable		2,281,429	$	2.26		2.75	$	-

The Company recognized $0 for share-based compensation related to stock options for the six-month period ended June 30, 2023. There were no options exercised for the six months ended June 30, 2023.

The Company granted 1,665,157 shares of restricted stock during the six-month period ended June 30, 2023 (although such shares were not issued under the Plan).

COMMITMENTS AND CONTINGENCIES

6 Months Ended

Jun. 30, 2023

Commitments and Contingencies Disclosure [Abstract]

COMMITMENTS AND CONTINGENCIES

NOTE 9- COMMITMENTS AND CONTINGENCIES

Facility rent expense was $0 for the six months ended June 30, 2023, and June 30, 2022, respectively.

SUBSEQUENT EVENTS

6 Months Ended

Jun. 30, 2023

Subsequent Events [Abstract]

SUBSEQUENT EVENTS

NOTE 10 – SUBSEQUENT EVENTS

Subsequent to June 30, 2023 the Company issued 42,917,727 common shares pursuant to the conversion of approximately $51,000 of convertible debt.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)

6 Months Ended

Jun. 30, 2023

Accounting Policies [Abstract]

Going Concern

Going Concern

Management’s Representation of Interim Financial Statements

Management’s Representation of Interim Financial Statements

The Company prepares its consolidated financial statements based upon the accrual method of accounting, recognizing income when earned and expenses when incurred.

Basis of Presentation and Principles of Consolidation

Basis of Presentation and Principles of Consolidation

Use of Estimates

Use of Estimates

Cash and Cash Equivalents

Cash and Cash Equivalents

Investments in Cryptocurrency

Investments in Cryptocurrency

As of June 30, 2023, the Company had written off the value of its investments in cryptocurrency.

Investments Non-cryptocurrency

Investments Non-cryptocurrency

Business Combination

Business Combination

Income Taxes

Income Taxes

As of June 30, 2023, we are subject to federal taxation in the U.S., as well as state taxes. The Company has not been audited by the U.S. Internal Revenue Service.

Fair Value Measurements

Fair Value Measurements

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

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

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

Revenue Recognition

Revenue Recognition

	●	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

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 customer receives and consumes the benefit provided by the Company’s performance as the Company performs.
	●	The Company’s performance enhances an asset controlled by the customer.
	●	The Company’s performance does not create an asset with alternative use, and the Company has an enforceable right to payment for performance completed to date.

The consulting and education services performed during the period ended June 30, 2023, meet more than one of the criteria above.

Share-based Compensation

Share-based Compensation

Net Loss per Common Share

Net Loss per Common Share

WARRANTS FOR COMMON STOCK (Tables)

6 Months Ended

Jun. 30, 2023

Warrants For Common Stock

SCHEDULE OF OUTSTANDING WARRANTS TO PURCHASE SHARES OF COMMON STOCK

As of June 30, 2023, outstanding warrants to purchase shares of the Company’s common stock were as follows:

Issuance Date	Exercisable for		Expiration Date		Exercise Price		Number of Shares Outstanding Under Warrants
September 2019		Common Shares		September 24, 2022	$	0.01		75,000
February 2020		Common Shares		February 6, 2030	$	0.01		10,000
February 2020		Common Shares		February 12, 2030	$	0.01		2,500
February 2020		Common Shares		February 19, 2030	$	0.01		10,000
April 2020		Common Shares		April 20, 2030	$	0.01		22,500
June 2020		Common Shares		June 9, 2030	$	0.01		5,000
March 2021		Common Shares		February 28, 2026	$	0.50		362,500
January 2022		Common Shares		January 12, 2025	$	5.25		500,000
February 2022		Common Shares		February 24, 2025	$	5.25		200,000
April 2022		Common Shares		April 7, 2025	$	5.25		146,667
May 2022		Common Stock		May 3, 2025	$	5.25		750,000
March 2023		Common Stock		March 8, 2028	$	0.00001		474,780
March 2023		Common Stock		March 13, 2028	$	0.00001		7,000,000
April 2023		Common Stock		April 14. 2028	$	0.00001		1,000,000
May 2023		Common Stock		May 12, 2028	$	0.00001		1,500,000
June 2023		Common Stock		June 23, 2028	$	0.00001		1,500,000

SUMMARY OF STOCK OPTIONS (Tables)

6 Months Ended

Jun. 30, 2023

Share-Based Payment Arrangement [Abstract]

SCHEDULE OF STOCK OPTION ACTIVITY

					Weighted Average
			Weighted		Remaining
			Average		Contractual		Aggregate
	Number of Shares		Exercise Price		Term (years)		Intrinsic Value
Options outstanding, on December 31, 2022		2,281,429	$	2.26		3.25		-
Options granted		-		-		-		-
Options canceled		-		-		-		-
Options exercised		-		-		-		-
Options outstanding, on June 30, 2023		2,281,429	$	2.26		2.75	$	-
Vested and exercisable		2,281,429	$	2.26		2.75	$	-

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

GOODWILL AND INTANGIBLE ASSETS (Details Narrative) - USD ($)		6 Months Ended
	Apr. 08, 2021	Jun. 30, 2023
Restructuring Cost and Reserve [Line Items]
Intangible assets including good will		$ 1,349,457
Goodwill		740,469
Other Intangible Assets, Net		650,000
Amortizable intangibles amortized		54,166
Amortization expenses		$ 43,611
Blockchain Training Alliance, Inc. [Member] \| Stock purchase agreement [Member]
Restructuring Cost and Reserve [Line Items]
Payments to acquire business	$ 600,000
Aggregate shares of common stock	201,439
Aggregate shares of common stock value	$ 604,317
Cash acquired from acquisition	4,860
Blockchain Training Alliance, Inc. [Member] \| Stock purchase agreement [Member] \| Promissory Note [Member]
Restructuring Cost and Reserve [Line Items]
Debt instrument principal amount	$ 150,000
Debt instrument interest rate	1.00%

NOTES PAYABLE (Details Narrative) - USD ($)																6 Months Ended
NOTES PAYABLE (Details Narrative) - USD ($)	Jun. 23, 2023	Apr. 24, 2023	Mar. 07, 2023	Feb. 02, 2023	Jan. 10, 2023	Dec. 29, 2022	Dec. 15, 2022	Sep. 30, 2022	Jul. 27, 2022	Jul. 08, 2022	May 03, 2022	Apr. 07, 2022	Feb. 24, 2022	Jun. 10, 2020	Jan. 02, 2019	Jun. 30, 2023	Jun. 30, 2022	Dec. 31, 2022	Dec. 31, 2018	Apr. 03, 2018
Debt Instrument [Line Items]
Loan																$ 13,687		$ 14,100
Purchase price																	$ 1,033,500
Net proceeds from note																659,767	1,866,498
Convertible Promissory Note [Member]
Debt Instrument [Line Items]
Debt instrument, face amount						$ 79,250
AJB Capital Investments LLC [Member] \| Convertible Promissory Note [Member]
Debt Instrument [Line Items]
Debt instrument, face amount						1,125,000
Additional loan						125,000
Net proceeds						100,000
Original issue discount						25,000
Notes payable						$ 1,125,000
Loan Agreement [Member] \| CoinTracking GmbH [Member]
Debt Instrument [Line Items]
Loans Payable, Noncurrent															$ 1,500,000				$ 1,500,000
Repayments of Debt															$ 1,200,000
Long-Term Debt, Gross								$ 300,000
Maturity date								Mar. 31, 2023
Debt instrument percentage								3.00%
Interest expense for notes payable																280,835	$ 164,053
Loan Agreement [Member] \| CoinTracking GmbH [Member] \| Promissory Note One [Member]
Debt Instrument [Line Items]
Loans Payable, Noncurrent																			300,000
Loan Agreement [Member] \| CoinTracking GmbH [Member] \| Promissory Note Two [Member]
Debt Instrument [Line Items]
Loans Payable, Noncurrent																			700,000
Loan Agreement [Member] \| CoinTracking GmbH [Member] \| Promissory Note Three [Member]
Debt Instrument [Line Items]
Loans Payable, Noncurrent																			$ 500,000
Loan Agreement [Member] \| CoinTracking GmbH [Member] \| Maximum [Member]
Debt Instrument [Line Items]
Debt instrument, face amount																				$ 3,000,000
2020 SBA Loan [Member]
Debt Instrument [Line Items]
Debt instrument percentage														3.75%
Loans payable														$ 14,100
Debt instrument, term														30 years
Loan																13,687
Securities Purchase Agreement [Member] \| Second Diagonal Note [Member]
Debt Instrument [Line Items]
Debt instrument, face amount							$ 88,760
Maturity date							Dec. 09, 2023
Notes payable																$ 85,294
Original issue discount							12.00%
Debt interest payment							$ 10,651
Debt instrument convertible percentage of stockprice							75.00%
Debt instrument conversion terms description							In no event may the lender effect a conversion if such conversion, along with all other shares of Company common stock beneficially owned by the lender and its affiliates would exceed 4.99% of the outstanding shares of Company common stock. In addition, upon the occurrence and during the continuation of an event of default the Note will become immediately due and payable and the Company shall pay to the lender, in full satisfaction of its obligations thereunder, additional amounts as set forth in the Note. As of June 30, 2023, the balance remaining under the Second Diagonal Note is $85,294.
Securities Purchase Agreement [Member] \| Third Diagonal Note [Member]
Debt Instrument [Line Items]
Debt instrument, face amount					$ 79,250
Maturity date					Jan. 03, 2024
Debt instrument percentage					10.00%
Original issue discount					22.00%
Debt instrument convertible percentage of stockprice					65.00%
Debt instrument conversion terms description					The conversion of the Third Diagonal Note is subject to a beneficial ownership limitation of 4.99% of the number of shares of common stock outstanding immediately after giving effect to such conversion. Failure of the Company to convert the Third Diagonal Note and deliver the common stock when due will result in the Company paying Diagonal a monetary penalty for each day beyond such deadline
Debt instrument payment term description					The Company may prepay the Third Diagonal Note in whole, however, if it does so between the issuance date and the date which is 60 days from the issuance date, the repayment percentage is 115%. If the Company prepays the Third Diagonal Note on or between the 61st day after issuance and the 90th day after issuance, the prepayment percentage is 120%. If the Company prepays the Third Diagonal Note on or between the 91st day after issuance and 180 days after issuance, the prepayment percentage is 125%. After such time, the Company can submit an optional prepayment notice to Diagonal, however the prepayment shall be subject to the agreement between the Company and Diagonal on the applicable prepayment percentage.
Debt instrument interest description										Upon an “Event of Default”, interest shall accrue at a default interest rate of 22%, and the Company may be obligated to pay to the Diagonal an amount equal to 150% of all amounts due and owing under the Third Diagonal Note
Securities Purchase Agreement [Member] \| Fourth Diagonal Note [Member]
Debt Instrument [Line Items]
Debt instrument, face amount			$ 54,250
Maturity date			Mar. 02, 2024
Debt instrument percentage			10.00%
Original issue discount			22.00%
Debt instrument convertible percentage of stockprice			65.00%
Debt instrument conversion terms description			The conversion of the Fourth Diagonal Note is subject to a beneficial ownership limitation of 4.99% of the number of shares of common stock outstanding immediately after giving effect to such conversion. Failure of the Company to convert the Note and deliver the common stock when due will result in the Company paying Diagonal a monetary penalty for each day beyond such deadline
Debt instrument payment term description			The Company may prepay the Fourth Diagonal Note in whole, however, if it does so between the issuance date and the date which is 60 days from the issuance date, the repayment percentage is 115%. If the Company prepays the Fourth Diagonal Note on or between the 61st day after issuance and the 90th day after issuance, the prepayment percentage is 120%. If the Company prepays the Fourth Diagonal Note on or between the 91st day after issuance and 180 days after issuance, the prepayment percentage is 125%. After such time, the Company can submit an optional prepayment notice to Diagonal, however the prepayment shall be subject to the agreement between the Company and Diagonal on the applicable prepayment percentage
Debt instrument interest description			Upon an “Event of Default”, interest shall accrue at a default interest rate of 22%, and the Company may be obligated to pay to the Diagonal an amount equal to 150% of all amounts due and owing under the Note
Securities Purchase Agreement [Member] \| AJB Capital Investments LLC [Member]
Debt Instrument [Line Items]
Debt instrument, face amount											$ 1,000,000		$ 300,000
Maturity date											Nov. 03, 2022		Aug. 24, 2022
Debt instrument percentage											10.00%		10.00%
Purchase price											$ 900,000		$ 275,000
Debt description											Upon an event of default under the May AJB SPA or May AJB Note, the May AJB Note will bear interest at 18%, AJB may immediately accelerate the May AJB Note due date, AJB may convert the amount outstanding under the May AJB Note into shares of Company common stock at a discount to the market price of the stock, and AJB will be entitled to its costs of collection, among other penalties and remedies.		Upon an event of default under the Feb. SPA or Feb. Note, the Feb. Note will bear interest at 18%, AJB may immediately accelerate the Feb. Note due date, AJB may convert the amount outstanding under the Feb. Note into shares of Company common stock at a discount to the market price of the stock, and AJB will be entitled to its costs of collection, among other penalties and remedies.
Debt instrument converted amount											$ 750,000
Net proceeds from note											$ 138,125
Securities Purchase Agreement [Member] \| AJB Capital Investments LLC [Member] \| AJB June Note [Member]
Debt Instrument [Line Items]
Debt instrument, face amount	$ 550,000
Maturity date	Jan. 23, 2024
Debt instrument percentage	12.00%
Purchase price	$ 500,000
Net proceeds from note	$ 487,500
Original issue discount	10.00%
Debt instrument interest description	Upon an event of default under the AJB SPA or AJB June Note, the AJB June Note will bear interest at 18%; AJB may immediately accelerate the AJB June Note due date; AJB may convert the amount outstanding under the AJB June Note into shares of Company common stock at a discount to the market price of the stock; and AJB will be entitled to its costs of collection, among other penalties and remedies
Securities Purchase Agreement [Member] \| AJB Capital Investments LLC [Member] \| Maximum [Member] \| AJB June Note [Member]
Debt Instrument [Line Items]
Working capital and other general corporate cost	$ 200,000
Securities Purchase Agreement [Member] \| Efrat Investments LLC [Member]
Debt Instrument [Line Items]
Debt instrument, face amount												$ 220,000
Maturity date												Sep. 07, 2022
Debt instrument percentage												10.00%
Purchase price												$ 198,000
Debt description												Upon an event of default under the April SPA or the Efrat Note, the Efrat Note will bear interest at 18%, Efrat may immediately accelerate the Efrat Note due date, Efrat may convert the amount outstanding under the Efrat Note into shares of Company common stock at a discount to the market price of the stock, and Efrat will be entitled to its costs of collection, among other penalties and remedies.
Securities Purchase Agreement [Member] \| Coventry Enterprises, LLC [Member] \| Unsecured Convertible Promissory Note [Member]
Debt Instrument [Line Items]
Debt instrument, face amount									$ 200,000
Maturity date									Jul. 15, 2023
Debt instrument percentage									10.00%
Debt description									If an Event of Default (as defined in the Coventry Note) occurs, consistent with the terms of the Coventry Note, the Coventry Note will become convertible, in whole or in part, into shares of the Company’s common stock at Coventry’s option, subject to a 4.99% beneficial ownership limitation (which may be increased up to 9.99% by Coventry). The per share conversion price is 90% of the lowest volume-weighted average trading price during the 20-trading day period before conversion
Debt instrument converted amount		$ 17,916.94
Original issue discount									$ 40,000
Restricted common shares									25,000
Deemed earned									$ 20,000
Pecentage of unpaid guaranteed interest									18.00%
Accrued interest		2,083.06
Converted amount		$ 7,744
Securities Purchase Agreement [Member] \| Coventry Enter Prise LLC Loan [Member] \| Unsecured Convertible Promissory Note [Member]
Debt Instrument [Line Items]
Debt monthy payments									$ 31,428.57
Securities Purchase Agreement [Member] \| Fast Capital LLC [Member] \| Convertible Promissory Note [Member]
Debt Instrument [Line Items]
Debt instrument, face amount				$ 115,000
Maturity date				Jan. 30, 2024
Debt instrument percentage				10.00%
Net proceeds				$ 105,000
Original issue discount				$ 10,000
Original issue discount				24.00%
Debt instrument convertible percentage of stockprice				60.00%
Debt instrument payment term description				For the first six months, the Company has the right to prepay principal and accrued interest due under the Fast Capital Note at a premium of between 15% and 40% depending on when it is repaid. The Fast Capital Note may not be prepaid after the 180th day of its issuance.

CONVERTIBLE NOTES (Details Narrative) - USD ($)	1 Months Ended			6 Months Ended
CONVERTIBLE NOTES (Details Narrative) - USD ($)	Jun. 30, 2020	Apr. 30, 2020	Feb. 29, 2020	Jun. 30, 2023	Jun. 30, 2022	Dec. 31, 2022
Short-Term Debt [Line Items]
Convertible notes				$ 125,000		$ 125,000
Convertible Notes [Member]
Short-Term Debt [Line Items]
Interest expense				$ 3,099	$ 3,099
Convertible Notes [Member] \| Accredited Investors [Member]
Short-Term Debt [Line Items]
Debt instrument, face amount	$ 5,000
Debt instrument maturity date	mature in June 2025
Debt instrument, interest rate, stated percentage	5.00%
Debt conversion, converted instrument, rate	50.00%
Convertible Notes [Member] \| Three Accredited Investors [Member] \| Three Convertible Notes [Member]
Short-Term Debt [Line Items]
Debt instrument, face amount		$ 22,500	$ 22,500
Debt instrument maturity date		mature in April 2025	mature in February 2025
Debt instrument, interest rate, stated percentage		5.00%	5.00%
Debt conversion, converted instrument, rate		50.00%	50.00%

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

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

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

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

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