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 September 30, 2024

☐ 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 November 15, 2024 the issuer had 2,584,452,644 shares of common stock, par value $0.001 per share, outstanding.

TABLE OF CONTENTS

		Page No.

PART I FINANCIAL INFORMATION		4

Item 1.	Condensed Financial Statements	4

	Condensed Consolidated Balance Sheets as of September 30, 2024 (Unaudited) and December 31, 2023	4

	Unaudited Condensed Consolidated Statements of Operations for the Nine Months Ended September 30, 2024 and 2023	5

	Unaudited Condensed Consolidated Statements of Stockholders’ Deficit for the Nine Months Ended September 30, 2024 and 2023	6

	Unaudited Condensed Consolidated Statements of Cash Flows for the Nine Months Ended September 30, 2024 and 2023	7

	Notes to Unaudited Condensed Consolidated Financial Statements	8

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	22

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	24

Item 4.	Controls and Procedures	24

PART II OTHER INFORMATION

Item 1.	Legal Proceedings	25

Item 1A.	Risk Factors	25

Item 3.	Defaults upon Senior Securities	25

Item 4.	Mine Safety Disclosures	25

Item 5.	Other Information	25

Item 6.	Exhibits	25

SIGNATURES		26

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, 2023 (the “2023 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 condensed 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

CONDENSED CONSOLIDATED BALANCE SHEETS

	September 30, 2024			December 31, 2023
	(Unaudited)
ASSETS
CURRENT ASSETS
Cash and cash equivalents	$	6,662		$	72,970
Accounts receivable, net		-			-
Prepaid expenses		3,032			30,317
Total current assets		9,694			103,287
Fixed assets					-
Goodwill		746,368			740,469
Intangible assets		509,171			530,837
TOTAL ASSETS	$	1,265,233		$	1,374,593

LIABILITIES AND STOCKHOLDERS’ DEFICIT

CURRENT LIABILITIES
Accounts payable and accrued expenses	$	2,344,245		$	1,989,881
Accrued payroll-officer		959,002			689,002
Notes payable, net		2,608,735			2,506,443
Convertible debt		125,000			-
Total current liabilities		6,036,982			5,185,326
Convertible debt		-			125,000
Notes payable - other		12,802			13,333
TOTAL LIABILITIES		6,049,784			5,323,659

STOCKHOLDERS’ DEFICIT
Common stock, $0.001 par value; 19,000,000,000 shares authorized; 2,312,970,914 and 565,709,873 shares issued and outstanding, as of September 30, 2024 and December 31, 2023 respectively		2,312,971			565,321
Additional paid-in-capital		40,642,224			39,932,216
Accumulated deficit		(47,739,745	)		(44,446,603	)
TOTAL STOCKHOLDERS’ DEFICIT		(4,784,551	)		(3,949,066	)
TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT	$	1,265,233		$	1,374,593

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

THE CRYPTO COMPANY

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS


	For the three months ended						For the nine months ended
	September 30, 2024			September 30, 2023			September 30, 2024			September 30, 2023

Revenue:
Services	$	10,299		$	124,195		$	35,946		$	379,107
Cost of services		7,361			14,900			16,619			248,136
Gross margin		2,938			109,295			19,326			130,971

Operating expenses:
General and administrative expenses		309,364			244,183			996,017			979,324
Amortization		-			10,833			21,666			32,499
Share-based compensation - employee		-			-			1,243,502			6,761
Share-based compensation - non-employee		(281,088	)		113,818			621,597			613,537
Share-based compensation		(281,088	)		113,818			621,597			613,537
Total Operating Expenses		28,275			368,834			2,882,782			1,632,121
Operating loss		(25,338	)		(259,539	)		(2,863,455	)		(1,501,150	)
Other income		-			-			-			25,775
Loss on Sale of Equipment		-						-			(31,000	)
Interest expense		(76,807	)		(99,306	)		(470,157	)		(2,416,621	)

Loss before provision for income taxes		(102,145	)		(358,845	)		(3,333,613	)		(3,922,996	)
Provision for income taxes		-			-			-			-
Net (loss)		(102,145	)		(358,845	)		(3,333,613	)		(3,922,996	)

Net (loss) per share	$	(0.00	)	$	(0.02	)	$	(0.00	)	$	(0.07	)
Weighted average common shares outstanding – Basic and Diluted		2,007,990,481			110,774,232			1,339,764,794			57,709,544

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

THE CRYPTO COMPANY

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

	Shares		Amount		paid-in-capital		Deficit			Equity
	Common stock				Additional		Accumulated			Total Stockholders’
	Shares		Amount		paid-in-capital		Deficit			Equity
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
Stock compensation expense in connection with issuance of common stock		1,665,157		1,666		386,409					388,075
Debt discount for warrants						2,031,499					2,031,499
Stock issued for loan payments		182,947,927		182,948		449,818					632,766
Net loss								(3,922,996	)		(3,922,996	)
Balance, September 30, 2023		208,868,464	$	208,689	$	39,240,646	$	(43,454,432	)	$	(3,905,097	)

	Common stock				Additional		Accumulated			Total Stockholders’
	Shares		Amount		paid-in-capital		Deficit			Equity
Balance, December 31, 2023		565,320,572	$	565,321	$	39,932,216	$	(44,446,603	)	$	(3,949,066	)
Balance		565,320,572	$	565,321	$	39,932,216	$	(44,446,603	)	$	(3,949,066	)
Stock compensation expense in connection with issuance of common stock		910,770,639		910,771		332,731					1,243,502
Adjustment of prior year loss								40,471			40,471
Debt discount for warrants						20,997					20,997
Common stock issued for debt conversion		836,879,703		836,880		356,278					1,193,158
Net loss								(3,333,613	)		(3,333,613	)
Balance, September 30, 2024		2,312,970,914	$	2,312,970	$	40,642,224	$	(47,739,745	)	$	(4,784,551	)
Balance		2,312,970,914	$	2,312,970	$	40,642,224	$	(47,739,745	)	$	(4,784,551	)

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

THE CRYPTO COMPANY

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

	September 30, 2024			September 30, 2023
	For the Period Ended
	September 30, 2024			September 30, 2023

Cash flows from operating activities:
Net (loss)	$	(3,333,613	)	$	(3,922,996	)
Adjustments to reconcile net loss to net cash used in operations:
Depreciation and amortization		21,666			32,499
Share-based compensation		1,243,502			620,298
Debt discount for warrants		20,997			2,031,499
Loss on disposal of equipment		-			31,000
Change in operating assets and liabilities:
Prepaid expenses		27,285			77,567
Accrued payroll -officers		270,000			360,000
Accounts payable and accrued expenses		354,364			6,518
Net cash (used in) operating activities		(1,395,798	)		(763,615	)

Cash flows from financing activities:
Proceeds from loans payable		571,936			-
Payment of notes payable		-			(195,702	)
Proceeds from issuance of notes payable		757,554			844,146
Proceeds from common stock issuance		-			25,000
Net cash provided by financing activities		1,329,490			673,444

Net (decrease) in cash and cash equivalents		(66,308	)		(90,171	)
Cash and cash equivalents at the beginning of the period		72,970			110,606
Cash and cash equivalents at the end of the period	$	6,662		$	20,435

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Common stock issued for convertible debt	$	1,255,659		$	-

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

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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 condensed 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 condensed consolidated financial statements are prepared using the accrual method of accounting in accordance with United States (“U.S.”) generally accepted accounting principles (“GAAP”) and have been prepared on a going concern basis, which contemplates the realization of assets and the settlement of liabilities in the normal course of business. The Company has incurred significant losses and experienced negative cash flows since inception. As of September 30, 2024, the Company had cash of $6,662. In addition, the Company’s net loss was $3,333,613 for the nine months ended September 30, 2024 and the Company had a working capital deficit of $6,027,288. As of September 30, 2024, the accumulated deficit amounted to $47,739,745. As a result of the Company’s history of losses and financial condition, there is substantial doubt about the ability of the Company to continue as a going concern.

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

Management’s Representation of Interim Condensed Consolidated Financial Statements

The accompanying unaudited condensed 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 the condensed consolidated financial statements prepared in accordance with 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 condensed 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 condensed consolidated financial statements should be read in conjunction with the audited condensed consolidated financial statements as of December 31, 2023.

The Company prepares its condensed 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 condensed 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 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 condensed consolidated 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 September 30, 2024, 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 September 30, 2024, and December 31, 2023, 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 condensed consolidated financial statements or tax returns. Under the asset and liability method, deferred income tax assets and liabilities are determined based on the differences between the financial reporting and tax bases of assets and liabilities and are measured using the currently enacted tax rates and laws. A valuation allowance is provided for the amount of deferred tax assets that, based on available evidence, are not expected to be realized. The provision for income taxes represents the tax payable for the period and the change during the period in deferred tax assets and liabilities.

When tax returns are filed, it is highly certain that some positions taken would be sustained upon examination by the taxing authorities, while others are subject to uncertainty about the merits of the position taken or the amount of the position that would be ultimately sustained. The benefit of a tax position is recognized in the condensed consolidated financial statements in the period during which, based on all available evidence, management believes it is more likely than not that the position will be sustained upon examination, including the resolution of appeals or litigation processes, if any. Tax positions taken are not offset or aggregated with other positions. Tax positions that meet the more-likely-than-not recognition threshold are measured as the largest amount of tax benefit that is more than 50 percent likely of being realized upon settlement with the applicable taxing authority. The portion of the benefits associated with tax positions taken that 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 September 30, 2024, 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 September 30, 2024, 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 September 30, 2024, 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 condensed 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 non-employees 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 three and nine month periods ended September 30, 2024, and 2023, 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 condensed 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 $746,368, 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 nine months ended September 30, 2024, the Company recorded $21,666 in amortization expense.

NOTE 5 – NOTES PAYABLE

CoinTracking Note

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 $470,157 for the nine month period ended September 30, 2024 compared to $2,416,621 during the nine month period ended September 30, 2023, respectively.

2020 SBA Loan

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 September 30, 2024, the balance remaining under the 2020 SBA Loan is $12,802.

BIT and IDI Notes

Efrat Note

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

The maturity date of the Efrat Note was 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.

As of September 30, 2024, the balancing remaining under the Efrat Note is $20,091. No default has been called on this Note by Efrat

May 2022 AJB Note

On May 3, 2022, the Company borrowed funds pursuant to the terms of a Securities Purchase Agreement (the “May AJB SPA”) entered into with AJB, and issued a Promissory Note in the principal amount of $1,000,000 (the “May AJB Note”) to AJB in a private transaction for a purchase price of $900,000 (giving effect to a 10% original issue discount). In connection with the sale of the AJB Note, the Company also paid certain fees and due diligence costs of AJB and brokerage fees to J.H. Darbie & Co., a registered broker-dealer.

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

The maturity date of the May AJB Note was November 3, 2022, but it may be extended by the Company for six months with the interest rate to increase during the extension period. The May AJB Note bears interest at 10% per year, and principal and accrued interest is due on the maturity date. The Company may prepay the May AJB Note at any time without penalty. Under the terms of the May AJB Note, the Company may not sell a significant portion of its assets without the approval of AJB, may not issue additional debt that is not subordinate to AJB, must comply with the Company’s reporting requirements under the Securities Exchange Act of 1934, and must maintain the listing of the Company’s common stock on the OTC Market or other exchange, among other restrictions and requirements. The Company’s failure to make required payments under the May AJB Note or to comply with any of these covenants, among other matters, would constitute an event of default. Upon an event of default under the May AJB SPA or May AJB Note, the May AJB Note will bear interest at 18%, AJB may immediately accelerate the May AJB Note due date, AJB may convert the amount outstanding under the May AJB Note into shares of Company common stock at a discount to the market price of the stock, and AJB will be entitled to its costs of collection, among other penalties and remedies.

As of September 30, 2024, the balancing remaining under the May AJB Note is $1,016,547.

Coventry Note

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

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

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

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

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

As of September 30, 2024 the Company repaid all obligations owed to Coventry Enterprises pursuant to this Coventry Note.

January 2023 1800 Diagonal Note

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

The maturity date of the Third Diagonal Note was 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.

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

As of September 30, 2024 the Company repaid all obligations owed to 1800 Diagonal pursuant to this Third Diagonal Note.

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

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

Fast Capital has the right at any time after the six-month anniversary of the date of issuance of the Fast Capital Note to convert all or any part of the outstanding and unpaid principal amount of the Fast Capital Note into Company common stock, subject to a beneficial ownership limitation. The conversion price of the Fast Capital Note equals 60% of the lowest closing price of the Company’s common stock for the 20 prior trading days, including the day upon which a notice of conversion is delivered.

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

As of September 30, 2024, the balancing remaining under the Fast Capital Note is $,416.

March 2023 1800 Diagonal Note

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 was 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.

As of September 30, 2024 the Company repaid all obligations owed to 1800 Diagonal pursuant to this Fourth Diagonal Note.

June 2023 AJB 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 was January 23, 2024. The AJB June Note bears interest at 12% per year, and principal and accrued interest is due on the maturity date. The Company may prepay the AJB June Note at any time without penalty. The AJB June Note contains standard and customary events of default, such as, among other restrictions and requirements, that the Company timely make payments under the AJB June Note; the Company may not sell a significant portion of its assets without the approval of AJB; the Company may not issue additional debt that is not subordinate to AJB; the Company must comply with the reporting requirements under the Securities Exchange Act of 1934; and the Company must maintain the listing of the Company’s common stock on the OTC Market or other exchange. The Company’s breach of any representation or warranty, or failure to comply with the covenants would constitute an event of default. Upon an event of default under the AJB SPA or AJB June Note, the AJB June Note will bear interest at 18%; AJB may immediately accelerate the AJB June Note due date; AJB may convert the amount outstanding under the AJB June Note into shares of Company common stock at a discount to the market price of the stock; and AJB will be entitled to its costs of collection, among other penalties and remedies.

As of September 30, 2024 the balancing remaining under the AJB June Note is $447,735.

November 2023 AJB Note

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

The maturity date of the Nov. Note was May 10, 2024. The Nov. Note bears interest at 12% per year, and principal and accrued interest is due on the maturity date. The Company may prepay the Nov. Note at any time without penalty. The Company’s failure to make required payments under the Nov. Note or to comply with various covenants, among other matters, would constitute an event of default. Upon an event of default under the Nov. SPA or the Nov. Note, the Nov. Note will bear interest at 18%, AJB may immediately accelerate the Nov. Note due date, AJB may convert the amount outstanding under the Nov. Note into shares of Company common stock at a discount to the market price of the stock, and AJB will be entitled to its costs of collection, among other penalties and remedies.

As of September 30, 2024 the balancing remaining under the AJB November Note is $544,384.

January 2024 AJB Note

On January 14, 2024, the Company borrowed funds pursuant to the terms of a Securities Purchase Agreement (the “AJB SPA”) entered into with AJB Capital Investments, LLC (“AJB”), and issued a Promissory Note in the principal amount of $50,000 (the “AJB Note”) to AJB in a private transaction for a purchase price of $42,500, each dated as of January 30, 2024, the funds for which were received on February 1, 2024. In connection with the sale of the AJB Note, the Company also paid certain fees and expenses of AJB. After payment of the fees and expenses, the net proceeds to the Company were $40,000, which will be used for working capital, to fund potential acquisitions or other forms of strategic relationships, and other general corporate purposes.

The maturity date of the AJB Note was July 30, 2024. The AJB Note bears no interest on the principal except for default interest, if any. The Company may prepay the AJB Note at any time without penalty. Under the terms of the AJB Note, the Company may not issue additional debt that is not subordinate to AJB, must comply with the Company’s reporting requirements under the Securities Exchange Act of 1934, and must maintain the listing of the Company’s common stock on the OTC Market or other exchange, among other restrictions and requirements. The Company’s failure to make required payments under the AJB Note or to comply with any of these covenants, among other matters, would constitute an event of default. Upon an event of default under the AJB SPA or AJB Note, the AJB Note will bear interest at 18%, AJB may immediately accelerate the AJB Note due date, AJB may convert the amount outstanding under the AJB Note into shares of Company common stock at a discount to the market price of the stock, and AJB will be entitled to its costs of collection, among other penalties and remedies.

As of September 30, 2024 the balancing remaining under the AJB January Note is $50,000.

February 23, 2024 AJB Note

On February 23, 2024, the Company borrowed funds pursuant to the terms of a Securities Purchase Agreement (the “AJB SPA”) entered into with AJB Capital Investments, LLC (“AJB”), and issued a Promissory Note in the principal amount of $53,000 (the “AJB Note”) to AJB in a private transaction for a purchase price of $45,050, each entered into on February 23, 2024. In connection with the sale of the AJB Note, the Company also paid certain fees and expenses of AJB. After payment of the fees and expenses, the net proceeds to the Company were $40,050, which will be used for working capital, to fund potential acquisitions or other forms of strategic relationships, and other general corporate purposes.

The maturity date of the AJB Note is August 20, 2024. The AJB Note bears no interest on the principal except for default interest, if any. The Company may prepay the AJB Note at any time without penalty. Under the terms of the AJB Note, the Company may not issue additional debt that is not subordinate to AJB, must comply with the Company’s reporting requirements under the Securities Exchange Act of 1934, and must maintain the listing of the Company’s common stock on the OTC Market or other exchange, among other restrictions and requirements. The Company’s failure to make required payments under the AJB Note or to comply with any of these covenants, among other matters, would constitute an event of default. Upon an event of default under the AJB SPA or AJB Note, the AJB Note will bear interest at the lesser of (i) 18% per annum or (ii) the maximum amount permitted under the law, AJB may immediately accelerate the AJB Note due date, AJB may convert the amount outstanding under the AJB Note into shares of Company common stock at a discount to the market price of the stock, and AJB will be entitled to its costs of collection, among other penalties and remedies.

As of September 30, 2024 the balancing remaining under the AJB February Note is $53,000.

February 29, 2024 AJB Note

On February 29, 2024, the Company borrowed funds pursuant to the terms of a Securities Purchase Agreement (the “AJB SPA”) entered into with AJB Capital Investments, LLC (“AJB”), and issued a Promissory Note in the principal amount of $159,000 (the “AJB Note”) to AJB in a private transaction for a purchase price of $135,000, each dated as of February 29, 2024. In connection with the sale of the AJB Note, the Company also paid certain fees and expenses of AJB. After payment of the fees and expenses, the net proceeds to the Company were $130,000, which will be used for working capital, to fund potential acquisitions or other forms of strategic relationships, and other general corporate purposes.

The maturity date of the AJB Note is August 29, 2024. The AJB Note bears no interest on the principal except for default interest, if any. The Company may prepay the AJB Note at any time without penalty. Under the terms of the AJB Note, the Company may not issue additional debt that is not subordinate to AJB, must comply with the Company’s reporting requirements under the Securities Exchange Act of 1934, and must maintain the listing of the Company’s common stock on the OTC Market or other exchange, among other restrictions and requirements. The Company’s failure to make required payments under the AJB Note or to comply with any of these covenants, among other matters, would constitute an event of default. Upon an event of default under the AJB SPA or AJB Note, the AJB Note will bear interest at the lesser of 18% per annum or the maximum amount permitted under law, AJB may immediately accelerate the AJB Note due date, AJB may convert the amount outstanding under the AJB Note into shares of Company common stock at a discount to the market price of the stock, and AJB will be entitled to its costs of collection, among other penalties and remedies.

As of September 30, 2024 the balancing remaining under the AJB February Note is $159,000.

April 2024 AJB Note

On April 12, 2024, the Company borrowed funds pursuant to the terms of a Securities Purchase Agreement (the “AJB SPA”) entered into with AJB Capital Investments, LLC (“AJB”), and issued a Promissory Note in the principal amount of $120,000 (the “AJB Note”) to AJB in a private transaction for a purchase price of $108,000. The maturity date of the AJB Note is October 12, 2024, however, the principal amount under this AJB Note was increased to $185,555 and the Maturity Date was extended to November 1, 2024 pursuant to the First and Second Amendment (see descriptions below).

AJB First Amendment to Note

On May 1, 2024, the Company and AJB Capital Investments LLC entered into a First Amendment to that certain Promissory Note dated as of April 12, 2024 (“Existing Note”). The First Amendment to the Promissory Note amends the Existing Note to (1) increase the principal amount of the Existing Note from $120,000 to $148,889 and (2) extend the maturity date of the Existing Note to November 1, 2024.

AJB Second Amendment to Note

On May 20, 2024, the Company and AJB Capital Investments LLC entered into a Second Amendment, effective as of May 15, 2024, to that certain Promissory Note dated as of April 12, 2024 (“Promissory Note”). The First Amendment to the Promissory Note (“First Amendment”) amended the Promissory Note to (1) increase the principal amount of the Promissory Note from $120,000 to $148,889 and (2) extended the maturity date of the Promissory Note to November 1, 2024. The Second Amendment to the Promissory Note (“Second Amendment”) amends the Promissory Note, as amended by the First Amendment, to increase the principal amount of the Promissory Note from $148,889 to $185,555; provided, however, that the $185,555 principal carries an original issue discount of $3,666 withheld from the Company to cover monitoring costs associated with the Promissory Note. Moreover, $1,000 of the $185,555 principal shall be withheld to pay the Company’s legal counsel fees and expenses incurred in connection with this Second Amendment.

June 7, 2024 AJB Note

The Company borrowed funds pursuant to the terms of a Securities Purchase Agreement (the “AJB SPA”) entered into with AJB Capital Investments, LLC (“AJB”), and issued a Promissory Note in the principal amount of $68,000 (the “AJB Note”) to AJB in a private transaction for a purchase price of $61,200, each executed as of June 7, 2024. In connection with the sale of the AJB Note, the Company also paid certain fees and expenses of AJB. After payment of the fees and expenses, the net proceeds to the Company were $55,000, which will be used for working capital, to fund potential acquisitions or other forms of strategic relationships, and other general corporate purposes.

The maturity date of the AJB Note is December 1, 2024. The AJB Note bears interest at a rate of twelve percent (12%) per calendar year from the date of issuance. The interest shall accrue on a monthly basis and is payable on the maturity date or upon acceleration or by prepayment or otherwise. The Company may prepay the AJB Note at any time without penalty. Under the terms of the AJB Note, the Company may not issue additional debt that is not subordinate to AJB, must comply with the Company’s reporting requirements under the Securities Exchange Act of 1934, and must maintain the listing of the Company’s common stock on the OTC Market or other exchange, among other restrictions and requirements. The Company’s failure to make required payments under the AJB Note or to comply with any of these covenants, among other matters, would constitute an event of default. Upon an event of default under the AJB SPA or AJB Note, the AJB Note will bear interest at the lesser of 18% per annum or the maximum amount permitted under law, AJB may immediately accelerate the AJB Note due date, AJB may convert the amount outstanding under the AJB Note into shares of Company common stock at a discount to the market price of the stock, and AJB will be entitled to its costs of collection, among other penalties and remedies.

June 24, 2024 AJB Note

The Company borrowed funds pursuant to the terms of a Securities Purchase Agreement (the “AJB SPA”) entered into with AJB Capital Investments, LLC (“AJB”), and issued a Promissory Note in the principal amount of $72,500 (the “AJB Note”) to AJB in a private transaction for a purchase price of $58,000, each executed as of June 24, 2024. In connection with the sale of the AJB Note, the Company also paid certain fees and expenses of AJB. After payment of the fees and expenses, the net proceeds to the Company were $18,000, which will be used for working capital, to fund potential acquisitions or other forms of strategic relationships, and other general corporate purposes.

The maturity date of the AJB Note is December 18, 2024. The AJB Note bears interest at a rate of twelve percent (12%) per calendar year from the date of issuance. The interest shall accrue on a monthly basis and is payable on the maturity date or upon acceleration or by prepayment or otherwise. The Company may prepay the AJB Note at any time without penalty. Under the terms of the AJB Note, the Company may not issue additional debt that is not subordinate to AJB, must comply with the Company’s reporting requirements under the Securities Exchange Act of 1934, and must maintain the listing of the Company’s common stock on the OTC Market or other exchange, among other restrictions and requirements. The Company’s failure to make required payments under the AJB Note or to comply with any of these covenants, among other matters, would constitute an event of default. Upon an event of default under the AJB SPA or AJB Note, the AJB Note will bear interest at the lesser of 18% per annum or the maximum amount permitted under law, AJB may immediately accelerate the AJB Note due date, AJB may convert the amount outstanding under the AJB Note into shares of Company common stock at a discount to the market price of the stock, and AJB will be entitled to its costs of collection, among other penalties and remedies.

July 22, 2024 AJB Note

The Company borrowed funds pursuant to the terms of a Securities Purchase Agreement (the “AJB SPA”) entered into with AJB Capital Investments, LLC (“AJB”), and issued a Promissory Note in the principal amount of $59,000 (the “AJB Note”) to AJB in a private transaction for a purchase price of $47,200, each executed as of July 22, 2024. In connection with the sale of the AJB Note, the Company also paid certain fees and expenses of AJB. After payment of the fees and expenses, the net proceeds to the Company were $44,700, which will be used for working capital, to fund potential acquisitions or other forms of strategic relationships, and other general corporate purposes.

The maturity date of the AJB Note is January 15, 2025. The AJB Note bears interest at a rate of twelve percent (12%) per calendar year from the date of issuance. The interest shall accrue on a monthly basis and is payable on the maturity date or upon acceleration or by prepayment or otherwise. The Company may prepay the AJB Note at any time without penalty. Under the terms of the AJB Note, the Company may not issue additional debt that is not subordinate to AJB, must comply with the Company’s reporting requirements under the Securities Exchange Act of 1934, and must maintain the listing of the Company’s common stock on the OTC Market or other exchange, among other restrictions and requirements. The Company’s failure to make required payments under the AJB Note or to comply with any of these covenants, among other matters, would constitute an event of default. Upon an event of default under the AJB SPA or AJB Note, the AJB Note will bear interest at the lesser of 18% per annum or the maximum amount permitted under law, AJB may immediately accelerate the AJB Note due date, AJB may convert the amount outstanding under the AJB Note into shares of Company common stock at a discount to the market price of the stock, and AJB will be entitled to its costs of collection, among other penalties and remedies.

August 28, 2024 AJB Note

The Company borrowed funds pursuant to the terms of a Securities Purchase Agreement (the “AJB SPA”) entered into with AJB Capital Investments, LLC (“AJB”), and issued a Promissory Note in the principal amount of $120,000 (the “AJB Note”) to AJB in a private transaction for a purchase price of $108,000, each dated as of August 28, 2024. In connection with the sale of the AJB Note, the Company also paid certain fees and expenses of AJB. After payment of the fees and expenses, the net proceeds to the Company were $98,000, which will be used for working capital, to fund potential acquisitions or other forms of strategic relationships, and other general corporate purposes.

The maturity date of the AJB Note is February 28, 2025. The AJB Note bears interest at a rate of twelve percent (12%) per calendar year from the date of issuance. The interest shall accrue on a monthly basis and is payable on the maturity date or upon acceleration or by prepayment or otherwise. The Company may prepay the AJB Note at any time without penalty. Under the terms of the AJB Note, the Company may not issue additional debt that is not subordinate to AJB, must comply with the Company’s reporting requirements under the Securities Exchange Act of 1934, and must maintain the listing of the Company’s common stock on the OTC Market or other exchange, among other restrictions and requirements. The Company’s failure to make required payments under the AJB Note or to comply with any of these covenants, among other matters, would constitute an event of default. Upon an event of default under the AJB SPA or AJB Note, the AJB Note will bear interest at the lesser of 18% per annum or the maximum amount permitted under law, AJB may immediately accelerate the AJB Note due date, AJB may convert the amount outstanding under the AJB Note into shares of Company common stock at a discount to the market price of the stock, and AJB will be entitled to its costs of collection, among other penalties and remedies.

NOTE 6 – CONVERTIBLE NOTES

The balance of outstanding Convertible Notes was $125,000 as of September 30, 2024 and December 31, 2023, 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 $4,688 for the nine months ended September 30, 2024, and September 30, 2023, respectively.

NOTE 7 – WARRANTS FOR COMMON STOCK

As of September 30, 2024, 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
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
November 2023	Common Stock	November 13, 2028	$	0.00001		10,000,000
April 2024	Common Stock	April 12, 2029	$	0.00001		5,000,000
May 2024	Common Stock	May 31, 2029	$	0.00001		5,000,000

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 nine-month period ended September 30, 2024, 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 September 30, 2024, 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, 2023		2,281,429	$	2.26		2.25		-
Options granted		-		-		-		-
Options canceled		-		-		-		-
Options exercised		-		-		-		-
Options outstanding, on September 30, 2024		2,281,429	$	2.26		1.75	$	-
Vested and exercisable		2,281,429	$	2.26		1.75	$	-

The Company recognized $0 for share-based compensation related to stock options for the nine-month period ended September 30, 2024. There were no options exercised for the nine months ended September 30, 2024.

The Company granted -0- shares of restricted stock during the nine-month period ended September 30, 2024 (although such shares were not issued under the Plan).

The Company recognized $-0- for share-based compensation related to restricted stock issued for the nine-month period ended September 30, 2024. As of September 30, 2024, there was $0 of unrecognized compensation costs related to stock options issued to employees and non-employees, and the stock options had no intrinsic value since they were all “out of the money” as of September 30, 2024.

NOTE 9- COMMITMENTS AND CONTINGENCIES

Facility rent expense was $0 for the nine months ended September 30, 2024, and September 30, 2023, respectively.

NOTE 10 – SUBSEQUENT EVENTS

(On October 14, 2024, Efrat Investments converted the remaining principle balance of $20,091 and accrued interest of $48,968 into xxx-million common shares at a price of $0.00xx per share.)

On October 21, 2024, AJB Capital converted Fifty-seven thousand seven hundred and ten dollars ($57,710) of existing debt into ninety-nine million five hundred thousand (99,500,000) common shares at a price of $0.00058 per share.

November 8, 2024 AJB Note

The Company borrowed funds pursuant to the terms of a Securities Purchase Agreement (the “AJB SPA”) entered into with AJB Capital Investments, LLC (“AJB”), and issued a Promissory Note in the principal amount of $33,000 (the “AJB Note”) to AJB in a private transaction for a purchase price of $29,700, each fully executed on November 8, 2024. In connection with the sale of the AJB Note, the Company also paid certain fees and expenses of AJB. After payment of the fees and expenses, the net proceeds to the Company were $24,700, which will be used for working capital, to fund potential acquisitions or other forms of strategic relationships, and other general corporate purposes.

The maturity date of the AJB Note is May 1, 2025. The AJB Note bears interest at a rate of twelve percent (12%) per calendar year from the date of issuance. The interest shall accrue on a monthly basis and is payable on the maturity date or upon acceleration or by prepayment or otherwise. The Company may prepay the AJB Note at any time without penalty. Under the terms of the AJB Note, the Company may not issue additional debt that is not subordinate to AJB, must comply with the Company’s reporting requirements under the Securities Exchange Act of 1934, and must maintain the listing of the Company’s common stock on the OTC Market or other exchange, among other restrictions and requirements. The Company’s failure to make required payments under the AJB Note or to comply with any of these covenants, among other matters, would constitute an event of default. Upon an event of default under the AJB SPA or AJB Note, the AJB Note will bear interest at the lesser of 18% per annum or the maximum amount permitted under law, AJB may immediately accelerate the AJB Note due date, AJB may convert the amount outstanding under the AJB Note into shares of Company common stock at a discount to the market price of the stock, and AJB will be entitled to its costs of collection, among other penalties and remedies.

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, 2023 (the “2023 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.

Recent Developments

Effective September 5, 2024, the Company amended its Articles of Incorporation (the “Articles”), to amend and restate Sections 1 and 2 of Article 4 of the Articles to increase the number of authorized shares of the Company’s common stock (“Common Stock”) from 2,000,000,000 to 19,000,000,000 and create a new class of stock, par value $0.001 per share, designated as Series A Preferred Stock consisting of 10 authorized shares, as set forth in Certificate of Amendment to the Articles of Incorporation (the “Amendment”). Pursuant to the Amendment, Common Stock and Preferred Stock are identical in all respects, except that each share of Common Stock is entitled to one vote and each share of Preferred Stock is entitled to 950,000,000 votes.

Effective September 5, 2024, the Company entered into a stock agreement (the “Stock Agreement”) with Ronald Levy (the “Recipient”), pursuant to which the Company issued a total of ten (10) shares of the Company’s Series A preferred stock (“Preferred Stock”) as a bonus to the Recipient. The shares of Preferred Stock were offered and sold in reliance upon exemption from the registration requirements under Section 4(a)(2) under the Securities Act of 1933, as amended, and Rule 506(b) of Regulation D promulgated thereunder.

On August 28, 2024, the Company borrowed funds pursuant to the terms of a Securities Purchase Agreement (the “AJB SPA”) entered into with AJB Capital Investments, LLC (“AJB”), and issued a Promissory Note in the principal amount of $120,000 (the “AJB Note”) to AJB in a private transaction for a purchase price of $108,000, each dated as of August 28, 2024. In connection with the sale of the AJB Note, the Company also paid certain fees and expenses of AJB. After payment of the fees and expenses, the net proceeds to the Company were $98,000, which will be used for working capital, to fund potential acquisitions or other forms of strategic relationships, and other general corporate purposes.

Effective June 28, 2024, the Company entered into stock agreements (each, a “Stock Agreement”) with five separate recipients (each, a “Recipient”). Pursuant to the terms of the Stock Agreements, the Company issued a total of 910,770,639 shares of Company common stock as a bonus granted to certain Recipients who are employees and as a consideration for certain contractors’ services for the Recipients who are contractors. Ronald Levy, Chief Executive Officer, Interim Chief Financial Officer, Chief Operating Officer, Chairman of the Board and Secretary of the Company, was one the Recipients. The shares of Company common stock were issued in a private transaction. The shares of Company common stock described in this Current Report on Form 8-K were offered and sold in reliance upon exemption from the registration requirements under Section 4(a)(2) under the Securities Act of 1933, as amended, and Rule 506(b) of Regulation D promulgated thereunder. Each of the Recipients had access to information about the Company or is a person to whom the Company believes the offer was exempt from registration.

On October 3, 2023, the Company entered into an Intellectual Property Assignment Agreement (the “IP Agreement”) with AllFi Technologies, Inc., a Delaware corporation, and wholly owned subsidiary of the Company (“AllFi Technologies”), pursuant to which the Company assigns to AllFi Technologies: (i) a sublicense of code instance managed by TelBill, LLC under the Code Licensing Commerical Agreement dated as of August 29, 2023, by and between the Company and TelBill, LLC (“Code Licensing Commerical Agreement”), (ii) one runtime SaaS license for use by AllFi Technologies in the conduct of its coupon business for a term of 12 months in accordance with the Company’s sublicense right under Section 2.1 of the Code Licensing Commerical Agreement in exchange for a fee to be mutually agreed to by the Company and AllFi Technologies through the use of such SaaS license, and (iii) one runtime SaaS license for use by AllFi Technologies in the conduct of its banking and marketplace business for a term of 12 months in accordance with the Company’s sublicense right under Section 2.1 of the Code Licensing Commerical Agreement in exchange for a fee to be mutually agreed to by the Company and AllFi Technologies through the use of such SaaS license.

Also on October 3, 2023, the Company entered into a Subscription Agreement (the “Subscription Agreement”) with AllFi Technologies, pursuant to which the Company agreed to purchase from AllFi Technologies an aggregate of 501 shares of AllFi Technologies’ common stock, which represents 50.1% of the current issued and outstanding shares of AllFi Technologies, for a purchase price of $100,000. Upon the execution of the Subscription Agreement, the Company became a shareholder of AllFi Technologies.

In connection with the Company’s investment in AllFi Technologies as described above, on October 7, 2023, the Company sold an aggregate of 22,104,583 shares of the Company’s restricted common stock to AllFi Holdings LLC (the “Investor”), for a total purchase price of $1.00, pursuant to a Subscription Agreement by and between the Company and the Investor (the “Subscription Agreement”).

On February 23, 2024, the Company entered into a License Agreement (“License Agreement”) with AllFi Holdings LLC, a Wyoming limited liability company (“AllFi Holdings”), pursuant to which the Company grants to AllFi Holdings an exclusive license to utilize the Assigned IP (as defined in the License Agreement) associated with the utilization of the AllFi Brand. In consideration of the license granted under the License Agreement, AllFi Holdings will remit royalty payments to the Company for the utilization of the Assigned IP in accordance with the terms of the License Agreement.

On June 7, 2024, the Company completed the sale of AllFi Technologies, a majority owned subsidiary of the Company, to AllFi Holdings. AllFi Holdings purchased all of the issued and outstanding shares of common stock of the Company’s subsidiary, AllFi Technologies. This sale was designed to optimize both companies’ focus on their respective areas of expertise. As a result of this transaction, The Crypto Company received back from AllFi Holdings, its previously issued and committed shares, which totaled approximately 10% of The Crypto Company. In return, AllFi Holdings obtained full ownership of AllFi Technologies, including the trademarks and IP associated therewith.

Voluntary Mutual Termination and Release Agreement

On August 31, 2023, the Company entered into a Code Licensing Commercial Agreement (the “Code Licensing Agreement”) with TelBill, LLC (“TelBill”), pursuant to which TelBill granted the Company a non-exclusive, worldwide, revocable, non-transferable, sublicensable, license to use and market its software and fin-tech products and services to the Company’s customers. In exchange, the Company paid TelBill a sum of $300,000, paid in accordance with the fee schedule set forth in the Code Licensing Agreement. The Company also paid TelBill for all security system infrastructure costs and to manage the code instance, which were both be billed at actual cost with no markup. In addition, TelBill is entitled to share in the revenue generated by the Company through the use of TelBill’s software, at a rate of 15% of net program profits. As additional consideration for the license, the Company provided TelBill with 19.98% equity in the Company in the form of warrants with a 30-year expiration, and which vest in accordance with the vesting schedule set forth in the Code Licensing Agreement.

The Agreement has a one hundred year term or will continue until it is terminated in accordance with the provisions set forth in the Code Licensing Agreement. Each party may terminate the Agreement, upon written notice to the other party. Neither party may assign the Agreement, including through a change of control. The Agreement also contains customary representations, warranties and covenants, and the parties have also agreed to indemnify and hold each other harmless from claims and losses arising directly or indirectly from the Agreement under certain circumstances.

On February 23, 2024, the Company entered into a Voluntary Mutual Termination and Release Agreement (“Termination Agreement”) with TelBill, pursuant to which the Company and TelBill agreed to terminate the Code Licensing Commercial Agreement. The Company and TelBill have made customary representations, warranties, and covenants in the Termination Agreement.

Comparison of the three months ended September 30, 2024 and September 30, 2023

Revenue

Revenues for the three months ended September 30, 2024 and September 30, 2023, were $10,299 and $124,195, respectively. The decrease in revenue was due to less demand for blockchain training services. Revenue for the 2024 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 September 30, 2024, our general and administrative expenses were $309,364, an increase of $65,181 compared to $244,183 for the period ended September 30, 2023. 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 $-0- for the three months ended September 30, 2024 and $10,833 as of September 30, 2023, respectively. Depreciation expense was $0 and $0 for the three months ended September 30, 2024 and September 30, 2023, respectively.

Share-based compensation was $281,000 and $113,818 for the three months ended September 30, 2024 and September 30, 2023, respectively.

Other Income (Expense)

During the three months ended September 30, 2024 and September 30, 2023, other income was $0.

Interest Expense

During the three months ended September 30, 2024, interest expense was $76,807 compared to $99,306 during the three months ended September 30, 2023. The decrease is primarily attributed to the less issuances of warrant debt discounts during the 2024 period.

Comparison of the nine months ended September 30, 2024 and September 30, 2023

Revenue

Revenue for the nine months ended September 30, 2024 and September 30, 2023, were $35,946 and $379,107, respectively. The decrease in revenue was due to less of a demand for blockchain training services. Revenue for the 2024 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 nine months ended September 30, 2024, our general and administrative expenses were $996,017, an increase of $16,693 compared to $979,324 for the period ended September 30, 2023. 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 and $32,499 for the nine months ended September 30, 2024 and September 30, 2023, respectively. Depreciation expense was $0 and $0 for the nine months ended September 30, 2024 and September 30, 2023, respectively.

Share-based compensation was $1,865,099 and $620,298 for the nine months ended September 30, 2024 and September 30, 2023, respectively.

Other Income (Expense)

During the nine months ended September 30, 2024 and September 30, 2023, other income was $0 and $25,775, respectively.

During the nine months ended September 30, 2024 and September 20, 2023, other expense was $-0- and ($31,000), respectively.

Interest Expense

During the nine months ended September 30, 2024, interest expense was $470,157 compared to $2,416,621 during the nine months ended September 30, 2023. The decrease is primarily attributed to the less issuances of warrant debt discounts during the 2024 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:

	Nine months ended September 30,
	2024			2023
Net cash (used in) operating activities	$	(1,295,798	)	$	(763,615	)
Net cash (used in) investing activities		-			-
Net cash provided by financing activities		1,329,490			673,444
Net (decrease) in cash and cash equivalents	$	(66,308	)	$	(90,171	)

Operating Activities

Net cash used in operating activities was $1,395,798 for the nine months ended September 30, 2024, compared to net cash used by operating activities of $763,615 for the nine months ended September 30, 2023. The increase in net cash used in operating activities during the 2024 period was primarily due to an increase in accounts payable and accrued expenses of $257,846 for the nine months ended September 30, 2024.

Investing Activities

Net cash used in investing activities was $0 and $0 for the nine months ended September 30, 2024 and September 30, 2023.

Financing Activities

Net cash from financing activities for the nine months ended September 30, 2024, was $1,329,490, compared to $673,444 for the nine months ended September 30, 2023. The increase in net cash from financing activities was mainly due to the resulting issuance of promissory notes during the nine months ended September 30, 2024.

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.

Other than as discussed in this Quarterly Report and our 2023 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 2023 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 September 30, 2024. Based upon that evaluation, our principal executive officer and principal financial officer concluded that our disclosure controls and procedures were effective as of September 30, 2024, 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 September 30, 2024, 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, 2023, 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 $-0- since the Coventry Note has been paid in full.

ITEM 4. Mine Safety Disclosures.

Not applicable.

ITEM 5. Other Information.

During the nine months ended September 30, 2024, 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.

On May 3, 2024, the Securities and Exchange Commission entered an order instituting settled administrative and cease-and-desist proceedings against BF Borgers CPA PC (“Borgers”) and its sole audit partner, Benjamin F. Borgers CPA, permanently, barring Mr. Borgers and Borgers (collectively, “BF Borgers”) from appearing or practicing before the Commission as an accountant (the “Order”). As a result of the Order, BF Borgers may no longer serve as the Company’s independent registered public accounting firm, nor can BF Borgers issue any audit reports included in Securities and Exchange Commission filings or provide consents with respect to audit reports. In light of the Order, the Audit Committee of the Board of Directors of the Company (the “Audit Committee”) on May 8, 2024, unanimously approved to dismiss and dismissed BF Borgers as the Company’s independent registered public accounting firm.

On May 8, 2024, the Audit Committee engaged Bush & Associates CPA LLC to serve as the Company’s new independent registered public accounting firm.

ITEM 6. Exhibits.

Exhibit Number		Document

3.1		Certificate of Amendment to Articles of Incorporation (incorporated by reference to Exhibit 3.01 of the Company’s Current Report on Form 8-K filed with the SEC on September 6, 2024).

10.1*		Promissory Note dated July 15, 2024, between The Crypto Company and AJB Capital Investments, LLC

10.2*		Securities Purchase Agreement dated July 15, 2024, between The Crypto Company and AJB Capital Investments, LLC.

10.3*		Security Agreement dated July 15, 2024, between The Crypto Company and AJB Capital Investments, LLC

10.4*		Promissory Note dated August 28, 2024, between The Crypto Company and AJB Capital Investments, LLC

10.5*		Securities Purchase Agreement dated August 28, 2024, between The Crypto Company and AJB Capital Investments, LLC.

10.6*		Security Agreement dated August 28, 2024, between The Crypto Company and AJB Capital Investments, LLC

10.7*		Stock Agreement dated September 5, 2024, between The Crypto Company and Ronald Levy.

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.

101.INS*		Inline XBRL Instance Document

101.SCH*		Inline XBRL Taxonomy Extension Schema

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

104*		Cover Page Interactive Data File (embedded within the Inline XBRL document)

*Filed herewith.

** Furnished, not filed.

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: November 19, 2024	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 10.1

Exhibit 10.2

Exhibit 10.3

Exhibit 10.4

Exhibit 10.5

Exhibit 10.6

Exhibit 10.7

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 September 30, 2024, 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: November 19, 2024

/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 September 30, 2024 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 November 19, 2024.

/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	9 Months Ended
Cover - $ / shares	Sep. 30, 2024	Nov. 15, 2024
Cover [Abstract]
Document Type	10-Q
Amendment Flag	false
Document Quarterly Report	true
Document Transition Report	false
Document Period End Date	Sep. 30, 2024
Document Fiscal Period Focus	Q3
Document Fiscal Year Focus	2024
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		2,584,452,644
Entity Listing, Par Value Per Share	$ 0.001

Condensed Consolidated Balance Sheets - USD ($)	Sep. 30, 2024	Dec. 31, 2023
CURRENT ASSETS
Cash and cash equivalents	$ 6,662	$ 72,970
Accounts receivable, net
Prepaid expenses	3,032	30,317
Total current assets	9,694	103,287
Fixed assets
Goodwill	746,368	740,469
Intangible assets	509,171	530,837
TOTAL ASSETS	1,265,233	1,374,593
CURRENT LIABILITIES
Accounts payable and accrued expenses	2,344,245	1,989,881
Accrued payroll-officer	959,002	689,002
Notes payable, net	2,608,735	2,506,443
Convertible debt	125,000
Total current liabilities	6,036,982	5,185,326
Convertible debt		125,000
Notes payable - other	12,802	13,333
TOTAL LIABILITIES	6,049,784	5,323,659
STOCKHOLDERS’ DEFICIT
Common stock, $0.001 par value; 19,000,000,000 shares authorized; 2,312,970,914 and 565,709,873 shares issued and outstanding, as of September 30, 2024 and December 31, 2023 respectively	2,312,971	565,321
Additional paid-in-capital	40,642,224	39,932,216
Accumulated deficit	(47,739,745)	(44,446,603)
TOTAL STOCKHOLDERS’ DEFICIT	(4,784,551)	(3,949,066)
TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT	$ 1,265,233	$ 1,374,593

Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares	Sep. 30, 2024	Dec. 31, 2023
Statement of Financial Position [Abstract]
Common stock, par value	$ 0.001	$ 0.001
Common stock, shares authorized	19,000,000,000	19,000,000,000
Common stock, shares issued	2,312,970,914	565,709,873
Common stock, shares outstanding	2,312,970,914	565,709,873

Condensed Consolidated Statements of Operations (Unaudited) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Revenue:
Services	$ 10,299	$ 124,195	$ 35,946	$ 379,107
Cost of services	7,361	14,900	16,619	248,136
Gross margin	2,938	109,295	19,326	130,971
Operating expenses:
General and administrative expenses	309,364	244,183	996,017	979,324
Amortization		10,833	21,666	32,499
Total Operating Expenses	28,275	368,834	2,882,782	1,632,121
Operating loss	(25,338)	(259,539)	(2,863,455)	(1,501,150)
Other income				25,775
Loss on Sale of Equipment				(31,000)
Interest expense	(76,807)	(99,306)	(470,157)	(2,416,621)
Loss before provision for income taxes	(102,145)	(358,845)	(3,333,613)	(3,922,996)
Provision for income taxes
Net (loss)	$ (102,145)	$ (358,845)	$ (3,333,613)	$ (3,922,996)
Net (loss) per share, basic	$ (0.00)	$ (0.02)	$ (0.00)	$ (0.07)
Net (loss) per share, diluted	$ (0.00)	$ (0.02)	$ (0.00)	$ (0.07)
Weighted average common shares outstanding, Basic	2,007,990,481	110,774,232	1,339,764,794	57,709,544
Weighted average common shares outstanding, diluted	2,007,990,481	110,774,232	1,339,764,794	57,709,544
Share-Based Payment Arrangement, Employee [Member]
Operating expenses:
Share-based compensation			$ 1,243,502	$ 6,761
Share-Based Payment Arrangement, Nonemployee [Member]
Operating expenses:
Share-based compensation	$ (281,088)	$ 113,818	$ 621,597	$ 613,537

Condensed Consolidated Statements of Stockholders' Equity (Unaudited) - USD ($)	Common Stock [Member]	Additional Paid-in Capital [Member]	Retained Earnings [Member]	Total
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	$ 125	24,875		25,000
Stock issued for cash, shares	125,000
Stock compensation expense in connection with issuance of common stock	$ 1,666	386,409		388,075
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	$ 182,948	449,818		632,766
Stock issued for loan payments, shares	182,947,927
Net loss			(3,922,996)	(3,922,996)
Balance at Sep. 30, 2023	$ 208,689	39,240,646	(43,454,432)	(3,905,097)
Balance, shares at Sep. 30, 2023	208,868,464
Balance at Dec. 31, 2023	$ 565,321	39,932,216	(44,446,603)	(3,949,066)
Balance, shares at Dec. 31, 2023	565,320,572
Stock compensation expense in connection with issuance of common stock	$ 910,771	332,731		1,243,502
Stock compensation expense in connection with issuance of common stock, shares	910,770,639
Debt discount for warrants		20,997		20,997
Net loss			(3,333,613)	(3,333,613)
Adjustment of prior year loss			40,471	40,471
Common stock issued for debt conversion	$ 836,880	356,278		1,193,158
Common stock issued for debt conversion, shares	836,879,703
Balance at Sep. 30, 2024	$ 2,312,970	$ 40,642,224	$ (47,739,745)	$ (4,784,551)
Balance, shares at Sep. 30, 2024	2,312,970,914

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

Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($)	9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023
Cash flows from operating activities:
Net (loss)	$ (3,333,613)	$ (3,922,996)
Adjustments to reconcile net loss to net cash used in operations:
Depreciation and amortization	21,666	32,499
Share-based compensation	1,243,502	620,298
Debt discount for warrants	20,997	2,031,499
Loss on disposal of equipment		31,000
Change in operating assets and liabilities:
Prepaid expenses	27,285	77,567
Accrued payroll -officers	270,000	360,000
Accounts payable and accrued expenses	354,364	6,518
Net cash (used in) operating activities	(1,395,798)	(763,615)
Cash flows from financing activities:
Proceeds from loans payable	571,936
Payment of notes payable		(195,702)
Proceeds from issuance of notes payable	757,554	844,146
Proceeds from common stock issuance		25,000
Net cash provided by financing activities	1,329,490	673,444
Net (decrease) in cash and cash equivalents	(66,308)	(90,171)
Cash and cash equivalents at the beginning of the period	72,970	110,606
Cash and cash equivalents at the end of the period	6,662	20,435
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Common stock issued for convertible debt	$ 1,255,659

Pay vs Performance Disclosure - USD ($)	3 Months Ended		9 Months Ended
Pay vs Performance Disclosure - USD ($)	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Pay vs Performance Disclosure [Table]
Net Income (Loss)	$ (102,145)	$ (358,845)	$ (3,333,613)	$ (3,922,996)

Insider Trading Arrangements	9 Months Ended
Insider Trading Arrangements	Sep. 30, 2024
Insider Trading Arrangements [Line Items]
Rule 10b5-1 Arrangement Adopted	false
Non-Rule 10b5-1 Arrangement Adopted	false
Rule 10b5-1 Arrangement Terminated	false
Non-Rule 10b5-1 Arrangement Terminated	false

BASIS OF PRESENTATION

9 Months Ended

Sep. 30, 2024

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

9 Months Ended

Sep. 30, 2024

Accounting Policies [Abstract]

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Going Concern

Management’s Representation of Interim Condensed Consolidated Financial Statements

The Company prepares its condensed 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 September 30, 2024, the Company had written off the value of its investments in cryptocurrency.

Investments Non-cryptocurrency

Business Combination

Income Taxes

As of September 30, 2024, 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 September 30, 2024, meet more than one of the criteria above.

Share-based Compensation

Net Loss per Common Share

RECENT ACCOUNTING PRONOUNCEMENTS

9 Months Ended

Sep. 30, 2024

Accounting Changes and Error Corrections [Abstract]

RECENT ACCOUNTING PRONOUNCEMENTS

NOTE 3 - RECENT ACCOUNTING PRONOUNCEMENTS

GOODWILL AND INTANGIBLE ASSETS

9 Months Ended

Sep. 30, 2024

Goodwill and Intangible Assets Disclosure [Abstract]

GOODWILL AND INTANGIBLE ASSETS

NOTE 4 -GOODWILL AND INTANGIBLE ASSETS

During the nine months ended September 30, 2024, the Company recorded $21,666 in amortization expense.

NOTES PAYABLE

9 Months Ended

Sep. 30, 2024

Debt Disclosure [Abstract]

NOTES PAYABLE

NOTE 5 – NOTES PAYABLE

CoinTracking Note

Interest expense for Notes Payable was $470,157 for the nine month period ended September 30, 2024 compared to $2,416,621 during the nine month period ended September 30, 2023, respectively.

2020 SBA Loan

As of September 30, 2024, the balance remaining under the 2020 SBA Loan is $12,802.

BIT and IDI Notes

Efrat Note

As of September 30, 2024, the balancing remaining under the Efrat Note is $20,091. No default has been called on this Note by Efrat

May 2022 AJB Note

As of September 30, 2024, the balancing remaining under the May AJB Note is $1,016,547.

Coventry Note

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.

As of September 30, 2024 the Company repaid all obligations owed to Coventry Enterprises pursuant to this Coventry Note.

January 2023 1800 Diagonal Note

As of September 30, 2024 the Company repaid all obligations owed to 1800 Diagonal pursuant to this Third Diagonal Note.

Fast Capital Note

As of September 30, 2024, the balancing remaining under the Fast Capital Note is $,416.

March 2023 1800 Diagonal Note

As of September 30, 2024 the Company repaid all obligations owed to 1800 Diagonal pursuant to this Fourth Diagonal Note.

June 2023 AJB Note

As of September 30, 2024 the balancing remaining under the AJB June Note is $447,735.

November 2023 AJB Note

As of September 30, 2024 the balancing remaining under the AJB November Note is $544,384.

January 2024 AJB Note

As of September 30, 2024 the balancing remaining under the AJB January Note is $50,000.

February 23, 2024 AJB Note

As of September 30, 2024 the balancing remaining under the AJB February Note is $53,000.

February 29, 2024 AJB Note

As of September 30, 2024 the balancing remaining under the AJB February Note is $159,000.

April 2024 AJB Note

AJB First Amendment to Note

AJB Second Amendment to Note

June 7, 2024 AJB Note

June 24, 2024 AJB Note

The Company borrowed funds pursuant to the terms of a Securities Purchase Agreement (the “AJB SPA”) entered into with AJB Capital Investments, LLC (“AJB”), and issued a Promissory Note in the principal amount of $72,500 (the “AJB Note”) to AJB in a private transaction for a purchase price of $58,000, each executed as of June 24, 2024. In connection with the sale of the AJB Note, the Company also paid certain fees and expenses of AJB. After payment of the fees and expenses, the net proceeds to the Company were $18,000, which will be used for working capital, to fund potential acquisitions or other forms of strategic relationships, and other general corporate purposes.

July 22, 2024 AJB Note

The Company borrowed funds pursuant to the terms of a Securities Purchase Agreement (the “AJB SPA”) entered into with AJB Capital Investments, LLC (“AJB”), and issued a Promissory Note in the principal amount of $59,000 (the “AJB Note”) to AJB in a private transaction for a purchase price of $47,200, each executed as of July 22, 2024. In connection with the sale of the AJB Note, the Company also paid certain fees and expenses of AJB. After payment of the fees and expenses, the net proceeds to the Company were $44,700, which will be used for working capital, to fund potential acquisitions or other forms of strategic relationships, and other general corporate purposes.

August 28, 2024 AJB Note

The Company borrowed funds pursuant to the terms of a Securities Purchase Agreement (the “AJB SPA”) entered into with AJB Capital Investments, LLC (“AJB”), and issued a Promissory Note in the principal amount of $120,000 (the “AJB Note”) to AJB in a private transaction for a purchase price of $108,000, each dated as of August 28, 2024. In connection with the sale of the AJB Note, the Company also paid certain fees and expenses of AJB. After payment of the fees and expenses, the net proceeds to the Company were $98,000, which will be used for working capital, to fund potential acquisitions or other forms of strategic relationships, and other general corporate purposes.

CONVERTIBLE NOTES

9 Months Ended

Sep. 30, 2024

Convertible Notes

CONVERTIBLE NOTES

NOTE 6 – CONVERTIBLE NOTES

The balance of outstanding Convertible Notes was $125,000 as of September 30, 2024 and December 31, 2023, respectively.

Interest expense for Convertible Notes was $4,688 for the nine months ended September 30, 2024, and September 30, 2023, respectively.

WARRANTS FOR COMMON STOCK

9 Months Ended

Sep. 30, 2024

Warrants For Common Stock

WARRANTS FOR COMMON STOCK

NOTE 7 – WARRANTS FOR COMMON STOCK

As of September 30, 2024, 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
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
November 2023	Common Stock	November 13, 2028	$	0.00001		10,000,000
April 2024	Common Stock	April 12, 2029	$	0.00001		5,000,000
May 2024	Common Stock	May 31, 2029	$	0.00001		5,000,000

SUMMARY OF STOCK OPTIONS

9 Months Ended

Sep. 30, 2024

Share-Based Payment Arrangement [Abstract]

SUMMARY OF STOCK OPTIONS

NOTE 8 - SUMMARY OF STOCK OPTIONS

During the nine-month period ended September 30, 2024, 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, 2023		2,281,429	$	2.26		2.25		-
Options granted		-		-		-		-
Options canceled		-		-		-		-
Options exercised		-		-		-		-
Options outstanding, on September 30, 2024		2,281,429	$	2.26		1.75	$	-
Vested and exercisable		2,281,429	$	2.26		1.75	$	-

The Company granted -0- shares of restricted stock during the nine-month period ended September 30, 2024 (although such shares were not issued under the Plan).

COMMITMENTS AND CONTINGENCIES

9 Months Ended

Sep. 30, 2024

Commitments and Contingencies Disclosure [Abstract]

COMMITMENTS AND CONTINGENCIES

NOTE 9- COMMITMENTS AND CONTINGENCIES

Facility rent expense was $0 for the nine months ended September 30, 2024, and September 30, 2023, respectively.

SUBSEQUENT EVENTS

9 Months Ended

Sep. 30, 2024

Subsequent Events [Abstract]

SUBSEQUENT EVENTS

NOTE 10 – SUBSEQUENT EVENTS

(On October 14, 2024, Efrat Investments converted the remaining principle balance of $20,091 and accrued interest of $48,968 into xxx-million common shares at a price of $0.00xx per share.)

November 8, 2024 AJB Note

The Company borrowed funds pursuant to the terms of a Securities Purchase Agreement (the “AJB SPA”) entered into with AJB Capital Investments, LLC (“AJB”), and issued a Promissory Note in the principal amount of $33,000 (the “AJB Note”) to AJB in a private transaction for a purchase price of $29,700, each fully executed on November 8, 2024. In connection with the sale of the AJB Note, the Company also paid certain fees and expenses of AJB. After payment of the fees and expenses, the net proceeds to the Company were $24,700, which will be used for working capital, to fund potential acquisitions or other forms of strategic relationships, and other general corporate purposes.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)

9 Months Ended

Sep. 30, 2024

Accounting Policies [Abstract]

Going Concern

Going Concern

Management’s Representation of Interim Condensed Consolidated Financial Statements

Management’s Representation of Interim Condensed Consolidated Financial Statements

The Company prepares its condensed 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 September 30, 2024, 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 September 30, 2024, 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 September 30, 2024, 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)

9 Months Ended

Sep. 30, 2024

Warrants For Common Stock

SCHEDULE OF OUTSTANDING WARRANTS TO PURCHASE SHARES OF COMMON STOCK

As of September 30, 2024, 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
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
November 2023	Common Stock	November 13, 2028	$	0.00001		10,000,000
April 2024	Common Stock	April 12, 2029	$	0.00001		5,000,000
May 2024	Common Stock	May 31, 2029	$	0.00001		5,000,000

SUMMARY OF STOCK OPTIONS (Tables)

9 Months Ended

Sep. 30, 2024

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, 2023		2,281,429	$	2.26		2.25		-
Options granted		-		-		-		-
Options canceled		-		-		-		-
Options exercised		-		-		-		-
Options outstanding, on September 30, 2024		2,281,429	$	2.26		1.75	$	-
Vested and exercisable		2,281,429	$	2.26		1.75	$	-

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023	Dec. 31, 2023
Accounting Policies [Abstract]
Cash	$ 6,662		$ 6,662
Net loss	102,145	$ 358,845	3,333,613	$ 3,922,996
Working capital deficit			6,027,288
Accumulated deficit	$ 47,739,745		$ 47,739,745		$ 44,446,603

GOODWILL AND INTANGIBLE ASSETS (Details Narrative) - USD ($)		3 Months Ended		9 Months Ended
	Apr. 08, 2021	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023	Dec. 31, 2023
Restructuring Cost and Reserve [Line Items]
Goodwill gross amount		$ 1,349,457		$ 1,349,457
Goodwill amount		746,368		746,368		$ 740,469
Remaining goodwill amount		650,000		650,000
Amortizable intangibles amortized				54,166
Amortization expense			$ 10,833	$ 21,666	$ 32,499
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 ($)																						9 Months Ended
NOTES PAYABLE (Details Narrative) - USD ($)	Aug. 28, 2024	Jul. 22, 2024	Jun. 24, 2024	Jun. 07, 2024	May 20, 2024	May 01, 2024	Apr. 12, 2024	Feb. 29, 2024	Feb. 23, 2024	Jan. 14, 2024	Nov. 13, 2023	Jun. 23, 2023	Mar. 02, 2023	Feb. 02, 2023	Jan. 10, 2023	Sep. 30, 2022	Jul. 27, 2022	May 03, 2022	Apr. 07, 2022	Jun. 10, 2020	Jan. 02, 2019	Sep. 30, 2024	Sep. 30, 2023	Dec. 31, 2018	Apr. 03, 2018
Debt Instrument [Line Items]
Purchase price																						$ 757,554	$ 844,146
Net proceeds from note																						571,936
Diagonal Notes [Member]
Debt Instrument [Line Items]
Diagonal settlement amount											$ 126,500.00
AJB Capital Investments LLC [Member]
Debt Instrument [Line Items]
Principal amount	$ 120,000	$ 59,000
Principal amount							$ 185,555
AJB Capital Investments LLC [Member] \| Convertible Promissory Note [Member]
Debt Instrument [Line Items]
Net proceeds from note	98,000	44,700
AJB Capital Investments LLC [Member] \| February 23, 2024 AJB Note [Member]
Debt Instrument [Line Items]
Principal amount																						53,000
AJB Capital Investments LLC [Member] \| Second Amendment [Member]
Debt Instrument [Line Items]
Principal amount					$ 1,000
Debt Instrument, Unamortized Discount					3,666
AJB Capital Investments LLC [Member] \| Promissory Note [Member]
Debt Instrument [Line Items]
Purchase price	$ 108,000	$ 47,200
AJB Capital Investments LLC [Member] \| Maximum [Member]
Debt Instrument [Line Items]
Principal amount						$ 148,889
AJB Capital Investments LLC [Member] \| Maximum [Member] \| First Amendment [Member]
Debt Instrument [Line Items]
Principal amount					148,889
AJB Capital Investments LLC [Member] \| Maximum [Member] \| Second Amendment [Member]
Debt Instrument [Line Items]
Principal amount					185,555
AJB Capital Investments LLC [Member] \| Minimum [Member]
Debt Instrument [Line Items]
Principal amount						$ 120,000
AJB Capital Investments LLC [Member] \| Minimum [Member] \| First Amendment [Member]
Debt Instrument [Line Items]
Principal amount					120,000
AJB Capital Investments LLC [Member] \| Minimum [Member] \| Second Amendment [Member]
Debt Instrument [Line Items]
Principal amount					$ 148,889
Loan Agreement [Member] \| CoinTracking GmbH [Member]
Debt Instrument [Line Items]
Loans payable																					$ 1,500,000			$ 1,500,000
Diagonal settlement amount																					$ 1,200,000
Remaining balance																$ 300,000
Debt instrument maturity date																Mar. 31, 2023
Interest rate																3.00%
Interest expense for notes payable																						470,157	$ 2,416,621
Loan Agreement [Member] \| CoinTracking GmbH [Member] \| Promissory Note One [Member]
Debt Instrument [Line Items]
Loans payable																								300,000
Loan Agreement [Member] \| CoinTracking GmbH [Member] \| Promissory Note Two [Member]
Debt Instrument [Line Items]
Loans payable																								700,000
Loan Agreement [Member] \| CoinTracking GmbH [Member] \| Promissory Note Three [Member]
Debt Instrument [Line Items]
Loans payable																								$ 500,000
Loan Agreement [Member] \| CoinTracking GmbH [Member] \| Maximum [Member]
Debt Instrument [Line Items]
Principal amount																									$ 3,000,000
2022 Small Business Administration Loan [Member]
Debt Instrument [Line Items]
Loans payable																				$ 14,100
Interest rate																				3.75%
Debt instrument, term																				30 years
Balance remaining																						12,802
Securities Purchase Agreement [Member] \| Third Diagonal Note [Member]
Debt Instrument [Line Items]
Principal amount															$ 79,250
Debt instrument maturity date															Jan. 03, 2024
Interest rate															10.00%
Default interest rate															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]
Principal amount													$ 54,250
Debt instrument maturity date													Mar. 02, 2024
Interest rate													10.00%
Default interest rate													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] \| Efrat Investments LLC [Member]
Debt Instrument [Line Items]
Principal amount																			$ 220,000			20,091
Debt instrument maturity date																			Sep. 07, 2022
Interest rate																			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] \| AJB Capital Investments LLC [Member]
Debt Instrument [Line Items]
Principal amount																		$ 1,000,000
Debt instrument maturity date						Nov. 01, 2024												Nov. 03, 2022
Interest rate	12.00%	12.00%																10.00%
Purchase price																		$ 900,000
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.
Debt instrument principal amount																		$ 750,000
Purchase price																		$ 138,125
Debt interest rate	18.00%	18.00%
Securities Purchase Agreement [Member] \| AJB Capital Investments LLC [Member] \| May 2022 AJB Note [Member]
Debt Instrument [Line Items]
Principal amount																						1,016,547
Securities Purchase Agreement [Member] \| AJB Capital Investments LLC [Member] \| June 2023 AJB Note [Member]
Debt Instrument [Line Items]
Principal amount												$ 550,000
Debt instrument maturity date												Jan. 23, 2024
Interest rate												12.00%
Purchase price												$ 500,000
Purchase price												$ 487,500
Default interest rate												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] \| November 2023 AJB Note [Member]
Debt Instrument [Line Items]
Principal amount											$ 500,000											544,384
Debt instrument maturity date											May 10, 2024
Interest rate											12.00%
Purchase price											$ 425,000
Net proceeds from note											$ 405,000
Debt interest rate											18.00%
Securities Purchase Agreement [Member] \| AJB Capital Investments LLC [Member] \| January 2024 AJB Note [Member]
Debt Instrument [Line Items]
Principal amount										$ 50,000												50,000
Debt instrument maturity date										Jul. 30, 2024
Purchase price										$ 42,500
Net proceeds from note										$ 40,000
Debt interest rate										18.00%
Securities Purchase Agreement [Member] \| AJB Capital Investments LLC [Member] \| February 23, 2024 AJB Note [Member]
Debt Instrument [Line Items]
Principal amount									$ 53,000
Debt instrument maturity date									Aug. 20, 2024
Purchase price									$ 45,050
Net proceeds from note									$ 40,050
Debt interest rate									18.00%
Securities Purchase Agreement [Member] \| AJB Capital Investments LLC [Member] \| February 29, 2024 AJB Note [Member]
Debt Instrument [Line Items]
Principal amount								$ 159,000														159,000
Debt instrument maturity date								Aug. 29, 2024
Purchase price								$ 135,000
Net proceeds from note								$ 130,000
Debt interest rate								18.00%
Securities Purchase Agreement [Member] \| AJB Capital Investments LLC [Member] \| April 2024 AJB Note [Member]
Debt Instrument [Line Items]
Principal amount							120,000
Purchase price							$ 108,000
Securities Purchase Agreement [Member] \| AJB Capital Investments LLC [Member] \| June 7, 2024 AJB Note [Member]
Debt Instrument [Line Items]
Debt instrument maturity date				Dec. 01, 2024
Interest rate				12.00%
Net proceeds from note				$ 55,000
Principal amount				$ 68,000
Purchase price				$ 61,200
Securities Purchase Agreement [Member] \| AJB Capital Investments LLC [Member] \| Promissory Note [Member]
Debt Instrument [Line Items]
Principal amount			$ 72,500
Purchase price			58,000
Net proceeds from note			$ 18,000
Securities Purchase Agreement [Member] \| AJB Capital Investments LLC [Member] \| AJB Note Two [Member]
Debt Instrument [Line Items]
Debt instrument maturity date			Dec. 18, 2024
Securities Purchase Agreement [Member] \| AJB Capital Investments LLC [Member] \| Maximum [Member]
Debt Instrument [Line Items]
Interest rate			18.00%	18.00%
Securities Purchase Agreement [Member] \| AJB Capital Investments LLC [Member] \| Maximum [Member] \| June 2023 AJB Note [Member]
Debt Instrument [Line Items]
Other general corporate cost												$ 200,000
Securities Purchase Agreement [Member] \| Coventry Enterprises, LLC [Member] \| Unsecured Convertible Promissory Note [Member]
Debt Instrument [Line Items]
Principal amount																	$ 200,000
Debt instrument maturity date																	Jul. 15, 2023
Interest rate																	10.00%
Debt description																	If an Event of Default (as defined in the Note) occurs, consistent with the terms of the Note, the Note will become convertible, in whole or in part, into shares of the Company’s common stock at Coventry’s option, subject to a 4.99% beneficial ownership limitation (which may be increased up to 9.99% by Coventry). The per share conversion price is 90% of the lowest volume-weighted average trading price during the 20-trading day period before conversion.
Original issue discount																	$ 40,000
Restricted common shares																	25,000
Deemed earned																	$ 20,000
Debt monthy payments																	$ 31,428.57
Pecentage of unpaid guaranteed interest																	18.00%
Securities Purchase Agreement [Member] \| Fast Capital LLC [Member] \| Convertible Promissory Note [Member]
Debt Instrument [Line Items]
Principal amount														$ 115,000								416
Debt instrument maturity date														Jan. 30, 2024
Interest rate														10.00%
Original issue discount														$ 10,000
Default interest rate														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.
Net proceeds from note														$ 105,000
Securities Purchase Agreement [Member] \| AJB June Note [Member] \| June 2023 AJB Note [Member]
Debt Instrument [Line Items]
Principal amount																						$ 447,735

CONVERTIBLE NOTES (Details Narrative) - USD ($)	1 Months Ended			9 Months Ended
CONVERTIBLE NOTES (Details Narrative) - USD ($)	Jun. 30, 2020	Apr. 30, 2020	Feb. 29, 2020	Sep. 30, 2024	Sep. 30, 2023	Dec. 31, 2023
Short-Term Debt [Line Items]
Convertible notes				$ 125,000		$ 125,000
Convertible Notes [Member]
Short-Term Debt [Line Items]
Interest expense				$ 4,688	$ 4,688
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)	9 Months Ended
	Sep. 30, 2024 $ / shares shares
Warrant One [Member]
Issuance Date	February 2020
Exercisable for shares	Common Shares
Expiration Date	Feb. 06, 2030
Class of Warrant or Right, Exercise Price of Warrants or Rights \| $ / shares	$ 0.01
Number of shares outstanding under warrants \| shares	10,000
Warrant Two [Member]
Issuance Date	February 2020
Exercisable for shares	Common Shares
Expiration Date	Feb. 12, 2030
Class of Warrant or Right, Exercise Price of Warrants or Rights \| $ / shares	$ 0.01
Number of shares outstanding under warrants \| shares	2,500
Warrant Three [Member]
Issuance Date	February 2020
Exercisable for shares	Common Shares
Expiration Date	Feb. 19, 2030
Class of Warrant or Right, Exercise Price of Warrants or Rights \| $ / shares	$ 0.01
Number of shares outstanding under warrants \| shares	10,000
Warrant Four [Member]
Issuance Date	April 2020
Exercisable for shares	Common Shares
Expiration Date	Apr. 20, 2030
Class of Warrant or Right, Exercise Price of Warrants or Rights \| $ / shares	$ 0.01
Number of shares outstanding under warrants \| shares	22,500
Warrant Five [Member]
Issuance Date	June 2020
Exercisable for shares	Common Shares
Expiration Date	Jun. 09, 2030
Class of Warrant or Right, Exercise Price of Warrants or Rights \| $ / shares	$ 0.01
Number of shares outstanding under warrants \| shares	5,000
Warrant Six [Member]
Issuance Date	March 2021
Exercisable for shares	Common Shares
Expiration Date	Feb. 28, 2026
Class of Warrant or Right, Exercise Price of Warrants or Rights \| $ / shares	$ 0.50
Number of shares outstanding under warrants \| shares	362,500
Warrant Seven [Member]
Issuance Date	January 2022
Exercisable for shares	Common Shares
Expiration Date	Jan. 12, 2025
Class of Warrant or Right, Exercise Price of Warrants or Rights \| $ / shares	$ 5.25
Number of shares outstanding under warrants \| shares	500,000
Warrant Eight [Member]
Issuance Date	February 2022
Exercisable for shares	Common Shares
Expiration Date	Feb. 24, 2025
Class of Warrant or Right, Exercise Price of Warrants or Rights \| $ / shares	$ 5.25
Number of shares outstanding under warrants \| shares	200,000
Warrant Nine [Member]
Issuance Date	April 2022
Exercisable for shares	Common Shares
Expiration Date	Apr. 07, 2025
Class of Warrant or Right, Exercise Price of Warrants or Rights \| $ / shares	$ 5.25
Number of shares outstanding under warrants \| shares	146,667
Warrant Ten [Member]
Issuance Date	May 2022
Exercisable for shares	Common Stock
Expiration Date	May 03, 2025
Class of Warrant or Right, Exercise Price of Warrants or Rights \| $ / shares	$ 5.25
Number of shares outstanding under warrants \| shares	750,000
Warrant Eleven [Member]
Issuance Date	March 2023
Exercisable for shares	Common Stock
Expiration Date	Mar. 08, 2028
Class of Warrant or Right, Exercise Price of Warrants or Rights \| $ / shares	$ 0.00001
Number of shares outstanding under warrants \| shares	474,780
Warrant Twelve [Member]
Issuance Date	March 2023
Exercisable for shares	Common Stock
Expiration Date	Mar. 13, 2028
Class of Warrant or Right, Exercise Price of Warrants or Rights \| $ / shares	$ 0.00001
Number of shares outstanding under warrants \| shares	7,000,000
Warrant Thirteen [Member]
Issuance Date	April 2023
Exercisable for shares	Common Stock
Expiration Date	Apr. 14, 2028
Class of Warrant or Right, Exercise Price of Warrants or Rights \| $ / shares	$ 0.00001
Number of shares outstanding under warrants \| shares	1,000,000
Warrant Fourteen [Member]
Issuance Date	May 2023
Exercisable for shares	Common Stock
Expiration Date	May 12, 2028
Class of Warrant or Right, Exercise Price of Warrants or Rights \| $ / shares	$ 0.00001
Number of shares outstanding under warrants \| shares	1,500,000
Warrant Fifteen [Member]
Issuance Date	June 2023
Exercisable for shares	Common Stock
Expiration Date	Jun. 23, 2028
Class of Warrant or Right, Exercise Price of Warrants or Rights \| $ / shares	$ 0.00001
Number of shares outstanding under warrants \| shares	1,500,000
Warrant Sixteen [Member]
Issuance Date	November 2023
Exercisable for shares	Common Stock
Expiration Date	Nov. 13, 2028
Class of Warrant or Right, Exercise Price of Warrants or Rights \| $ / shares	$ 0.00001
Number of shares outstanding under warrants \| shares	10,000,000
Warrant Seventeen [Member]
Issuance Date	April 2024
Exercisable for shares	Common Stock
Expiration Date	Apr. 12, 2029
Class of Warrant or Right, Exercise Price of Warrants or Rights \| $ / shares	$ 0.00001
Number of shares outstanding under warrants \| shares	5,000,000
Warrant Eighteen [Member]
Issuance Date	May 2024
Exercisable for shares	Common Stock
Expiration Date	May 31, 2029
Class of Warrant or Right, Exercise Price of Warrants or Rights \| $ / shares	$ 0.00001
Number of shares outstanding under warrants \| shares	5,000,000

SCHEDULE OF STOCK OPTION ACTIVITY (Details) - USD ($)	9 Months Ended	12 Months Ended
SCHEDULE OF STOCK OPTION ACTIVITY (Details) - USD ($)	Sep. 30, 2024	Dec. 31, 2023
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)	1 year 9 months	2 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 canceled
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	1 year 9 months
Aggregate intrinsic value, options vested and exercisable

SUMMARY OF STOCK OPTIONS (Details Narrative) - USD ($)		9 Months Ended
SUMMARY OF STOCK OPTIONS (Details Narrative) - USD ($)	Jul. 21, 2017	Sep. 30, 2024	Sep. 30, 2023
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Share based compensation		$ 1,243,502	$ 620,298
Number of options exercised
Unrecognized compensation costs		$ 0
Equity Option [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Share based compensation		$ 0
Number of options exercised		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]
Common stock, capital shares reserved for future issuance	5,000,000	2,281,429
Common stock, capital shares remaining reserved for future issuance		2,718,571
Restricted Stock [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Stock option granted		0
Share based compensation		$ 0

COMMITMENTS AND CONTINGENCIES (Details Narrative) - USD ($)	9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023
Commitments and Contingencies Disclosure [Abstract]
Facility rent expense	$ 0	$ 0

SUBSEQUENT EVENTS (Details Narrative) - USD ($)							9 Months Ended
SUBSEQUENT EVENTS (Details Narrative) - USD ($)	Nov. 08, 2024	Oct. 21, 2024	Aug. 28, 2024	Jul. 22, 2024	Jun. 24, 2024	May 03, 2022	Sep. 30, 2024	Sep. 30, 2023	Oct. 14, 2024
Subsequent Event [Line Items]
Net proceeds from note							$ 571,936
AJB Capital Investments LLC [Member]
Subsequent Event [Line Items]
Principal amount			$ 120,000	$ 59,000
AJB Capital Investments LLC [Member] \| Securities Purchase Agreement [Member]
Subsequent Event [Line Items]
Principal amount						$ 1,000,000
Debt conversion, converted instrument, amount						750,000
Purchase price						$ 900,000
Interest rate			12.00%	12.00%		10.00%
Debt interest rate			18.00%	18.00%
AJB Capital Investments LLC [Member] \| Promissory Note [Member]
Subsequent Event [Line Items]
Purchase price			$ 108,000	$ 47,200
AJB Capital Investments LLC [Member] \| Promissory Note [Member] \| Securities Purchase Agreement [Member]
Subsequent Event [Line Items]
Principal amount					$ 72,500
Purchase price					58,000
Net proceeds from note					$ 18,000
AJB Capital Investments LLC [Member] \| Convertible Promissory Note [Member]
Subsequent Event [Line Items]
Net proceeds from note			$ 98,000	$ 44,700
Subsequent Event [Member]
Subsequent Event [Line Items]
Principal amount									$ 20,091
Accrued interest									$ 48,968
Debt conversion, converted instrument, amount		$ 57,710
Subsequent Event [Member] \| AJB Capital Investments LLC [Member]
Subsequent Event [Line Items]
Principal amount	$ 33,000
Subsequent Event [Member] \| AJB Capital Investments LLC [Member] \| Securities Purchase Agreement [Member]
Subsequent Event [Line Items]
Interest rate	12.00%
Debt interest rate	18.00%
Subsequent Event [Member] \| AJB Capital Investments LLC [Member] \| Promissory Note [Member]
Subsequent Event [Line Items]
Purchase price	$ 29,700
Subsequent Event [Member] \| AJB Capital Investments LLC [Member] \| Convertible Promissory Note [Member]
Subsequent Event [Line Items]
Net proceeds from note	$ 24,700
Subsequent Event [Member] \| Common Stock [Member]
Subsequent Event [Line Items]
Debt instrument, convertible, conversion price		$ 0.00058							$ 0.00
Debt conversion, converted instrument, shares issued		99,500,000