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CRCW 10-K & 10-Q changes, risk factors and insider trading

Crypto Co · OTC · Services-Computer Processing & Data Preparation · CIK 1688126 · All filings on SEC.gov

Everything below is quoted or computed from Crypto Co's public SEC filings. It is not a recommendation to buy or sell. Automated comparisons can contain errors; confirm with the original filing.

At a glance

0 / 0risk-factor paragraphs added / removed in latest 10-K
0new risk-factor headings
2Form 4 filings reporting open-market purchases (last 180 days)
0Form 4 filings reporting open-market sales (last 180 days)

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What changed in the latest 10-K

Comparing 10-K filed 2026-06-24 (period ending 2025-12-31) with 10-K filed 2025-06-13 (period ending 2024-12-31).

Risk Factors (10-K Item 1A)

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0removed paragraphs
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28 → 28words in section

The section in the latest 10-K reads in full:

As a “smaller reporting company” as defined by Item 10 of Regulation S-K, the Company is not required to provide the information required by this Item 1A.

No wording changes found in this section.

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Management's Discussion & Analysis (MD&A) (10-K Item 7)

11new paragraphs
2removed paragraphs
22reworded paragraphs
2,378 → 3,035words in section

New heading “Forward-Looking Statements”

New heading “Starchive Rescission”

New heading “AJB Debt Conversion Agreement”

Largest changes (selected automatically by length and topic keywords; quoted verbatim, no commentary)

Removed text topics: impairment, goodwill
“Impairment of goodwill was $$-0- for the year ended December 31, 2024, compared to $1,271,306 for the year ended December 31, 2023.”
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New text
“AJB Debt Conversion Agreement”
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New text
“Forward-Looking Statements”
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New text
“Starchive Rescission”
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Reworded topics: competition

Paragraph as it now reads, with added and removed wording marked:

For the year ended December 31, 2024, 2025, revenues relating to consulting services were $44,814,$18,527 compared to $197,459$44,814 for the year ended December 31, 2023.2024. The decrease in revenue is mainly attributable to a decrease in online sales due onsetto ofincreased artificialthird intelligenceparty programs that the Company provides, available at no cost from various providers.competition.
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New text
“The parties acknowledge that, upon closing, all outstanding notes between the Parties will be cancelled and of no further force or effect, except for a single remaining obligation to be evidenced by an amended and restated promissory note (the “New Note”), which shall represent the sole remaining outstanding amount of the Obligations following the closing. …”
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Added

Forward-Looking Statements

Reworded

This report contains forward-looking statements that involve risks and uncertainties. These statements relate to future events or our future financial performance. In some cases, you can identify forward-looking statements by terminology including, “could”, “may”, “will”, “should”, “expect”, “plan”, “anticipate”, “believe”, “estimate”, “predict”, “potential”, and the negative of these terms or other comparable terminology. These statements are only predictions. Actual events or results may differ materially.

Reworded

While these forward-looking statements, and any assumptions upon which they are based, are made in good faith and reflect our current judgment regarding the direction of our business, actual results will almost always vary, sometimes materially, from any estimates, predictions, projections, assumptionsassumptions, or other future performance suggested in this Annual Report.

Reworded

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

Added

Starchive Rescission

Added

On March 19, 2026, the Company entered into a Mutual Transfer and Release Agreement (the “Agreement”) with Starchive.io, Inc., a Delaware corporation (“Starchive”), Peter Agelasto IV, Richard G. Averitt, and Digital Relab LLC (collectively, the “Sellers”), and Richard Averitt, solely in his capacity as the Sellers’ representative.

Added

The Agreement provides for the rescission, ab initio, of that certain Securities Purchase Agreement dated October 8, 2025 (the “SPA”), pursuant to which the Company had acquired 50.1% of the outstanding capital stock of Starchive. The Agreement unwinds and reverses the transactions contemplated by the SPA as if such transactions had never occurred.

Added

Pursuant to the Agreement, effective as of October 16, 2025 (the “Effective Date”), the Company transferred all of its right, title, and interest in the shares of Starchive acquired under the SPA back to the Sellers. In exchange, the Sellers surrendered to the Company for cancellation an aggregate of 433,633,691 shares of the Company’s common stock, par value $0.001 (“Common Stock”) previously issued to the Sellers under the SPA. All convertible promissory notes issued by the Company to the Sellers in connection with the SPA were surrendered and cancelled, with no principal or interest remaining outstanding.

Added

The Company agreed to issue 151,748,756 shares of its Common Stock to Starchive valued at approximately $151,800 and provided up to $500,000 in indemnification as consideration for the rescission, settlement, and mutual release of claims arising from the SPA and the transactions contemplated thereby, resulting in an accrued liability of $651,800 on the Company’s balance sheet. Additionally, as a result of the rescission, the Company recorded approximately $427,000 in legal, accounting, and other expenses. In total, the Company recorded $1,078,800 in expenses on its statement of operations for the year ended December 31, 2025.

Added

AJB Debt Conversion Agreement

Added

On November 26, 2025, the Company entered into a Debt Conversion Agreement with AJB Capital Investments LLC. As of the closing, the Company had an outstanding principal balance and accrued but unpaid interest owed to AJB under various notes (collectively, the “Obligations”). Under the Agreement, the parties agreed to convert $3,808,733 of the Obligations (the “Conversion Amount”), representing that portion of the Obligations evidenced by the various notes, into consideration to be delivered at closing. At closing, the Company issued to AJB 446,477,338 shares of the Company’s Common Stock (the “Conversion Shares”), paid AJB $500,000 in cash, and issued to the AJB a pre-funded warrant to purchase up to 713,915,563 shares of the Company’s Common Stock.

Added

The parties acknowledge that, upon closing, all outstanding notes between the Parties will be cancelled and of no further force or effect, except for a single remaining obligation to be evidenced by an amended and restated promissory note (the “New Note”), which shall represent the sole remaining outstanding amount of the Obligations following the closing. In connection with the conversion of the Conversion Amount, the Company and AJB have also agreed that, at closing, they will amend and restate the Securities Purchase Agreement dated November 7, 2024 (the “Restated SPA”), which will provide AJB with a second-priority, subordinated security interest in all assets of the Company pursuant to the Security Agreement dated November 7, 2024 and will govern the issuance of the New Note in the principal amount of $93,386, which shall be the only note outstanding between the parties following the closing.

Added

The Agreement included a leak-out provision under which, upon closing, AJB cannot sell, transfer, or otherwise dispose of Conversion Shares and Warrant Shares in the aggregate in excess of fifteen percent (15%) of the five-day volume-weighted average trading volume of the Company’s Common Stock, or 20,000,000 shares per trading day, without the prior written consent of the Company.

Reworded

For the year ended December 31, 2024, 2025, revenues relating to consulting services were $44,814,$18,527 compared to $197,459$44,814 for the year ended December 31, 2023.2024. The decrease in revenue is mainly attributable to a decrease in online sales due onsetto ofincreased artificialthird intelligenceparty programs that the Company provides, available at no cost from various providers.competition.

Reworded

Cost of services for the years ended December 31, 20242025, and December 31, 20232024, were $9,394$0 and $313,756,$9,394, respectively. The decrease is attributable to the decrease in revenue offset by a slight increase in training revenue. CostThe cost of services of TechCC, a wholly owned subsidiary of the Company, is comprised of payroll expense. There were no direct payroll costs associated with the 2025 revenue.

Reworded

General and administrative expenses, impairment of goodwill and share-based compensationexpenses

Reworded

For the year ended December 31, 2024,2025, our general and administrative expenses were $890,435 a decrease of 57.5 %$2,573,679, compared to $1,548,277$890,435 for the year ended December 31, 2023.2024. General and administrative expenses consist primarily of costs relating to professional services, payrollpayroll, and payroll-related expenses for the Company Company, excluding payroll at TechCC and depreciation and amortization expenses. ProfessionalThe services includedincrease in the 2025 period is attributable to one-time general and administrative expenses consist primarilycosts of contracting$1,078,800 fees,related consultingto fees,the accountingrescission fees,of the Starchive.io transaction and increased payroll and legalprofessional costs.services The decrease for the year ended December 31, 2024 reflects decreased costs associated with outside consulting, legal, and accounting costs, and costs incurred to effect the BTA acquisition and other business development efforts.fees.

Reworded

Share-based compensation was $5,285,690 for the year ended December 31, 2024, an increase of 357% compared to $1,155,480$628,473 for the year ended December 31, 2023.2025, compared to $5,285,690 for the year ended December 31, 2024. The increasedecrease in the 2025 period is primarily attributable to a significant increase in common stock issued for note conversions and the issuance of Preferred A voting stock valued at $3,3032,710$3,032,710 granted to the Company’s CEO. See notes to the financial statements, Note 8. Equity.

Removed

Impairment of goodwill was $$-0- for the year ended December 31, 2024, compared to $1,271,306 for the year ended December 31, 2023.

Reworded

Other Income (Expense)

Added

Other income for the year ended December 31, 2025, was $1,151,132 compared to other expense of $1,822,369 during the same period in 2024. The material improvement in other expenses in the 2025 period is primarily attributable to a gain on the forgiveness of debt of $1,545,211 and the change in derivative liability of $755,000 in 2025, compared to $0 and derivative liability expense of $(1,319,366), respectively in 2024. Additionally, interest expense in the 2025 period increased to $1,135,607 compared to $503,003 in 2024 due to numerous financings in 2025 compared to 2024.

Removed

Other expense for the year ended December 31, 2024 was $503,003 compared to $3,093,999 during the same period in 2023. The decrease in other expenses is primarily attributable to a reduction in interest expense.

Reworded

Our consolidated financial statements 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 its inception. As of December 31, 2024,2025, we had cash on hand of $1,763.$97,205. Our net loss was $6,643,709$1,918,127 for the year ended December 31, 2024.2025. Our working capital was negative $6,685,767$6,210,341 as of December 31, 2024.2025.

Reworded

During 2024 2025, we funded our operations with various loans loans, convertible debt, and equity issuances, as described in this Annual Report on Form 10-K.. We intend to continue funding our operations through debt instruments and,operations, if possible, through equity issuances. There can be no assurances that we will be successful in obtaining additional funding,funding andor ifthat funding can be obtained on favorable terms.

Reworded

Net cash used in operating activities for the year ended December 31, 2024 2025, was $(813,546)$1,411,627 compared to net cash used of $(1,642,136)$813,546 for the year ended December 31, 2023.2024. The increase is primarily attributable improvementto an increase in 2024losses wasin due2025 after subtracting non-cash share-based compensation in both periods, offset by an increase in accounts payable and accrued expenses in the 2025 period compared to a decrease in operating losses net of stock based compensation.2024.

Reworded

Net cash used in investing activities for the year ended December 31, 20242025, was $-0-$0 compared to net cash used of $-0-$0 for the year ended December 31, 2023.2024.

Reworded

Net cash provided by financing activities for the year ended December 31, 2024 was $742,339 compared to $1,604,500 for the year ended December 31, 2023.2025, was $1,507,069 compared to $742,339 for the year ended December 31, 2024. The decreaseincrease of $822,460 $764,730 was primarily due to proceeds from the resultissuance of convertible notes in 2025 of $1,010,780 compared to $0 in the 2024 period, offset by a decrease in proceeds from issuancenotes payable of notes$742,339 payable.compared to $496,918.

Reworded

Subsequent to December 31, 2024,2025, we have raised approximately $144,000$270,000 in cashcash, and 0.2659574468 BTC proceeds (valued at approximately $19,000) from various transactions described in the NotesNote 10 (Subsequent Events) to the Consolidated Financial Statements- Note 10 Subsequent Events.Statements.

Reworded

Equity instruments (“instruments”) issued to non-employees are recorded based on the basis of the fair value of the instruments, as required by ASC 718. ASC No. 505, EquityEquity-Based Based Payments to Non-Employees (“ASC 505”), defines the measurement date and recognition period for such instruments. In general, the measurement date is (a) when a performance commitment, as defined, is reached or (b) when the earlier of (i) the non-employee performance is complete and (ii) the instruments are vested. The compensation cost is remeasured at fair value at each reporting period when the award vests. As a result, stock option-based payments to non-employees can result in significant volatility in compensation expense.

Reworded

We perform our annual goodwill impairment test on the first day of our fourth quarter based on the income approach, also known as the discounted cash flow (“DCF”) method, which utilizes the present value of future cash flows to estimate fair value. We also use the market approach, which utilizes market price data of companies engaged in the same or a similar line of business as that of our company, to estimate fair value. A reconciliation of the two methods is performed to assess the reasonableness of the fair value of each of the reporting units.

Reworded

The future cash flows used under the DCF method are derived from estimates of future revenues, operating income, working capital requirements requirements, and capital expenditures, which in turn reflect specific global, industryindustry, and market conditions. The discount rate developed is based on data and factors relevant to the economies in which the business operates and other risks associated with those cash flows, including the potential variability in the amount and timing of the cash flows. A terminal growth rate is applied to the final year of the projected period and reflects our estimate of stable growth to perpetuity. We then calculate the present value of the respective cash flows for each reporting unit to arrive at the fair value using the income approachapproach, and then determine the appropriate weighting between the fair value estimated using the income approach and the fair value estimated using the market approach. Finally, we compare the estimated fair value of our goodwill and indefinite-lived assets to itstheir respective carrying value in order to determine if the goodwill assigned to each reporting unit is potentially impaired. In January 2017, the Financial Accounting Standards Board (“FASB”) issued ASU 2017-04, “Intangibles-Goodwill and Other (Topic 350): Simplifying the Accounting for Goodwill Impairment”, which eliminated Step 2 from the goodwill impairment test. If the fair value of the asset exceeds its carrying value, goodwill is not impairedimpaired, and no further testing is required. If the fair value of the asset is less than the carrying value, an impairment charge is recognized for the amount by which the carrying amount exceeds the asset’s fair value; however, the loss recognized should not exceed the total amount of goodwill allocated to that asset.

Reworded

Significant assumptions used include management’s estimates of future growth rates, the amount and timing of future operating cash flows, capital expenditures, discount rates, as well as market and industry conditions and relevant comparable company multiples for the market approach. Assumptions utilized are highly judgmental, especially given the role technology plays in driving the demand for consulting services in the blockchain technology space. As of December 31, 2023 the Company determined that its investment in BTA was fully impaired and recorded a loss of $1,271,306 in its Statement of Operations.

Reworded

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

Reworded

The blockchain technology market is dynamic and unpredictable. Although we undertake compliance efforts, including efforts with commercially reasonable diligence, there can be no assurance that there will not be a new or unforeseen law, regulation or risk factor whichthat will materially impact our ability to continue our business as currently operated or raise additional capital to foster our continued growth.

Reworded

Other than as discussed above and elsewhere in this Annual Report on Form 10-K, we are not aware of any trends, eventsevents, or uncertainties that are likely to have a material effect on our financial condition.

What changed in the latest 10-Q

Comparing 10-Q filed 2026-08-19 (period ending 2026-06-30) with 10-Q filed 2026-07-13 (period ending 2026-03-31).

Risk Factors (10-Q Part II, Item 1A)

0new paragraphs
0removed paragraphs
0reworded paragraphs
685 → 685words in section

No wording changes found in this section.

Full comparison: every changed paragraph (0)

Green = added, red = removed. Unchanged paragraphs and tables are not shown. Read the complete text in the original filing.

Management's Discussion & Analysis (MD&A) (10-Q Part I, Item 2)

10new paragraphs
4removed paragraphs
9reworded paragraphs
1,471 → 1,567words in section

Largest changes (selected automatically by length and topic keywords; quoted verbatim, no commentary)

Removed text topics: impairment, liquidity
“We hold digital assets as part of our treasury strategy. The market for digital assets is characterized by significant price volatility, uncertain regulatory frameworks, cybersecurity risks, and limited trading history relative to traditional assets. Digital assets are recorded as indefinite-lived intangible assets and are subject to impairment if fair value declines below carrying value. Impairment losses cannot be reversed, even if market prices recover. As a result, our financial results may not reflect the current market value of our digital asset holdings. …”
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New text topics: goodwill
“As a result of adopting ASC 350-60, Intangibles — Goodwill and Other, (“ASC 350-60”) on September 1, 2024, cryptocurrency is measured at fair value as of each reporting period (see “Recently Issued Accounting Pronouncements below”). The fair value of cryptocurrency is measured using the period-end closing price from the principal market for each cryptocurrency, in accordance with ASC 820, Fair Value Measurement (“ASC 820”). Since cryptocurrency is traded on a 24-hour period, the Company utilizes the price as of 23:59:59 UTC, which aligns with the Company’s revenue recognition cut-off. …”
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Removed text
“The parties acknowledge that, upon closing, all outstanding notes between the Parties will be cancelled and of no further force or effect, except for a single remaining obligation to be evidenced by an amended and restated promissory note (the “New Note”), which shall represent the sole remaining outstanding amount of the Obligations following the closing. …”
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Removed text
“On November 26, 2025, the Company entered into a Debt Conversion Agreement with AJB Capital Investments LLC. As of the closing, the Company had an outstanding principal balance and accrued but unpaid interest owed to AJB under various notes (collectively, the “Obligations”). Under the Agreement, the parties agreed to convert $3,808,733 of the Obligations (the “Conversion Amount”), representing that portion of the Obligations evidenced by the various notes, into consideration to be delivered at closing. …”
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New text
“The Company is continuing evaluation of the Frame Asset Purchase Agreement. As of June 30, 2026, no asset or liability has been recognized because of the contingent nature of consideration, uncertainty surrounding the funding requirement and continued development, and the absence of sufficient support for reliably measuring an acquired intangible asset at that date. Management will continue evaluating the accounting for the transaction as additional information becomes available and funding milestones are achieved.”
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New text
“2. Extinguishment of the $1.00 Re-acquisition Option. The Seller hereby irrevocably waives, releases and extinguishes the $1.00 Re-acquisition Option under Section 9.1 of the APA in its entirety, with effect from the Effective Date. With effect from the Effective Date, the $1.00 Re-acquisition Option shall be of no further force or effect, and neither the Seller nor SD shall have any right to re-acquire the Units of the Buyer thereunder.”
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Full comparison: every changed paragraph (23)

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Reworded

AJBFrame DebtAsset ConversionPurchase Agreement Update

Added

On July 7, 2026, a Confirmation and Variation Agreement was executed to update the Frame Asset Purchase Agreement extending the Funding Requirement deadline by an additional 120 days and extinguishing the $1.00 Re-acquisition option.

Added

The Asset Purchase Agreement further contains a buy-sell provision that may be triggered upon the occurrence of certain specified termination events, subject to applicable notice and cure periods and an overall five-year sunset following the closing of the transaction.

Added

The Confirmation and Variation Agreement extinguishes this option.

Added

The following terms are incorporated into the Confirmation and Variation Agreement:

Added

Agreed Terms

Added

1. Grant of Extension. The Seller hereby grants, and the Parties confirm, the 120-day extension of the Funding Deadline contemplated by Section 6.9(c) of the APA, such that the Funding Deadline is extended to the Extended Funding Deadline (the date 120 days after the original Funding Deadline), with effect from the Effective Date.

Added

2. Extinguishment of the $1.00 Re-acquisition Option. The Seller hereby irrevocably waives, releases and extinguishes the $1.00 Re-acquisition Option under Section 9.1 of the APA in its entirety, with effect from the Effective Date. With effect from the Effective Date, the $1.00 Re-acquisition Option shall be of no further force or effect, and neither the Seller nor SD shall have any right to re-acquire the Units of the Buyer thereunder.

Added

3. Effect on the APA. Save as expressly varied by this Agreement, the APA and each Ancillary Agreement remain in full force and effect and are otherwise unamended, including without limitation TCC’s obligation to satisfy the Funding Requirement by the Extended Funding Deadline. In the event of any conflict between this Agreement and the APA in respect of the matters addressed herein, this Agreement shall prevail.

Added

The Company is continuing evaluation of the Frame Asset Purchase Agreement. As of June 30, 2026, no asset or liability has been recognized because of the contingent nature of consideration, uncertainty surrounding the funding requirement and continued development, and the absence of sufficient support for reliably measuring an acquired intangible asset at that date. Management will continue evaluating the accounting for the transaction as additional information becomes available and funding milestones are achieved.

Removed

On November 26, 2025, the Company entered into a Debt Conversion Agreement with AJB Capital Investments LLC. As of the closing, the Company had an outstanding principal balance and accrued but unpaid interest owed to AJB under various notes (collectively, the “Obligations”). Under the Agreement, the parties agreed to convert $3,808,733 of the Obligations (the “Conversion Amount”), representing that portion of the Obligations evidenced by the various notes, into consideration to be delivered at closing. At closing, the Company issued to AJB 446,477,338 shares of the Company’s Common Stock (the “Conversion Shares”), paid AJB $500,000 in cash, and issued to the AJB a pre-funded warrant to purchase up to 713,915,563 shares of the Company’s Common Stock.

Removed

The parties acknowledge that, upon closing, all outstanding notes between the Parties will be cancelled and of no further force or effect, except for a single remaining obligation to be evidenced by an amended and restated promissory note (the “New Note”), which shall represent the sole remaining outstanding amount of the Obligations following the closing. In connection with the conversion of the Conversion Amount, the Company and AJB have also agreed that, at closing, they will amend and restate the Securities Purchase Agreement dated November 7, 2024 (the “Restated SPA”), which will provide AJB with a second-priority, subordinated security interest in all assets of the Company pursuant to the Security Agreement dated November 7, 2024 and will govern the issuance of the New Note in the principal amount of $93,386, which shall be the only note outstanding between the parties following the closing.

Removed

The Agreement included a leak-out provision under which, upon closing, AJB cannot sell, transfer, or otherwise dispose of Conversion Shares and Warrant Shares in the aggregate in excess of fifteen percent (15%) of the five-day volume-weighted average trading volume of the Company’s Common Stock, or 20,000,000 shares per trading day, without the prior written consent of the Company.

Reworded

Comparison of the three and six months ended MarchJune 31,30, 2026 and MarchJune 31,30, 2025

Reworded

Revenues for the threesix months ended MarchJune 31,30, 2026 and 2025, were $4,047$5,512 and $2,856$7,086 respectively. The increasedecrease in revenue was due to increaseddecreased demand demand for blockchain training services.

Reworded

For the threesix months ended MarchJune 31,30, 2026, our general and administrative expenses were $738,896$1,467,216 compared to $319,943$1,253,871 for the threesix months ended MarchJune 31,30, 2025. General and administrative expenses consist primarily of costs relating to professional services, payroll, and payroll-related payroll-related expenses. Professional services included in general and administrative expenses consist primarily of contracting fees, consulting fees, and accounting fees.

Reworded

During the threesix months ended MarchJune 31,30, 2026 other income was $581,249$548,728 compared to other expense of $135,695$372,923 for the threesix months ended June 30, March 31, 2025. The improvement is primarily attributable to a benefit from the decreaseextinguishment inof derivative liability due to the conversion,conversion and restructuring orconvertible repayment of convertible notes payable, a related decrease in interest expense due to a reduction in interest bearing notes and a reduction in the loss on extinguishment of debt.

Reworded

As a result of the foregoing, we recorded a loss of $171,822$884,719 or $(0.000.0002) per share for the threesix months ended MarchJune 31,30, 2026 compared to a loss of $611,582,$1,619,708 or $(0.000.0005) per share for the threesix month periodmonths ended MarchJune 31,30, 2025.

Reworded

Net cash providedused byin operating activities was $34,318$268,179 for the threesix months ended MarchJune 31,30, 2026, compared to net cash used byin operating activities activities of $152,824$295,437 for the threesix months ended MarchJune 31,30, 2025. The decrease in net cash used in operating activities during the 2026 period was primarily due to an increase in accounts payable and accrued liabilities and the reduction of cryptocurrencyShare-based balances.compensation.

Reworded

Net cash used in investing activities was $-0- and $-0- for the threesix months ended MarchJune 31,30, 2026 and 2025.

Reworded

Net cash usedprovided inby financing activities for the threesix months ended MarchJune 31,30, 2026, was $116,607$181,130 compared to cash provided by financing activities activities of $157,995$297,951 for the threesix months ended MarchJune 31,30, 2025. The decrease in net cash provided by financing activities was primarily due to an increase in repayments of loans in the 2026 period compared to borrowing in the 2025 period.

Added

As a result of adopting ASC 350-60, Intangibles — Goodwill and Other, (“ASC 350-60”) on September 1, 2024, cryptocurrency is measured at fair value as of each reporting period (see “Recently Issued Accounting Pronouncements below”). The fair value of cryptocurrency is measured using the period-end closing price from the principal market for each cryptocurrency, in accordance with ASC 820, Fair Value Measurement (“ASC 820”). Since cryptocurrency is traded on a 24-hour period, the Company utilizes the price as of 23:59:59 UTC, which aligns with the Company’s revenue recognition cut-off. The changes in valuation due to remeasurement in fair value within each reporting period are reflected on the Consolidated Statements of Operations and Comprehensive Loss as “(Gain)/Loss on fair value of cryptocurrency, net”. In accordance with ASC 350-60, the Company discloses realized gains and losses from the sale of cryptocurrency and such gains and losses are measured as the difference between the cash proceeds and the cost basis of the cryptocurrency as determined on a First In-First Out basis.

Removed

We hold digital assets as part of our treasury strategy. The market for digital assets is characterized by significant price volatility, uncertain regulatory frameworks, cybersecurity risks, and limited trading history relative to traditional assets. Digital assets are recorded as indefinite-lived intangible assets and are subject to impairment if fair value declines below carrying value. Impairment losses cannot be reversed, even if market prices recover. As a result, our financial results may not reflect the current market value of our digital asset holdings. If market conditions deteriorate, including price declines or reduced liquidity, our ability to convert digital assets into cash for operational needs could be adversely affected. Regulatory developments or changes in the financial condition of third-party custodians also could limit usage or pose risk of loss.

CRCW insider buying and selling (Form 4)

Since 2026-04-11, insiders reported open-market purchases in 2 Form 4 filings (1 insider, 2 trade dates, 32,000,000 shares, about $0) and open-market sales in 0 filings. Net open-market shares: 32,000,000 (purchases minus sales); net value about $0.Totals add up every open-market (code P and S) line in those filings, using the prices reported in the filings. Awards, option exercises, tax withholding and gifts are listed below but not counted.

Trade dateInsiderTransactionSharesPriceValueOwned afterFiling
2026-06-11Levy Ron
Director, CEO and Interim CFO, 10% owner
Open-market purchase 16,000,000— —763,256,390 SEC
2026-05-11Levy Ron
Director, CEO and Interim CFO, 10% owner
Open-market purchase 16,000,000— —747,256,390 SEC

Well-known investors holding CRCW (13F)

None of the 59 investors we track reported a position in their latest 13F.

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