SecProbe.io

CORRESP
 1
 filename1.htm

 VIA
EDGAR

 July
23, 2025

 Division
of Corporation Finance

 U.S.
Securities and Exchange Commission

 100
F Street, N.E.

 Washington,
D.C. 20549

 Attention:
Kathleen Collins

 Re:
 The Crypto Company

 Item 4.02 Form 8-K filed June 9, 2025

 File No. 000-55726

 Dear
Ms. Collins:

 We
are responding to the comments of the staff (the "Staff") of the Securities and Exchange Commission (the "Commission")
contained in its letter dated July 9, 2025 (the "Comment Letter") addressed to The Crypto Company (the "Company"),
relating to the Company's Current Report on Form 8-K filed on June 9, 2025 (the "8-K").

 In
this response letter, we have recited the comments from the Staff in italicized, bold type and have followed the comments with the Company's
response.

 1. You
 state in your response to prior comment 1 that the fiscal 2023 restatement errors "related
 solely to errors that were identified in connection with the preparation of the fourth
 quarter and year-end financial statements." While we note that you identified the errors
 during the fourth quarter closing process, it remains unclear why certain of the errors would
 not have impacted the other quarters in fiscal 2023 had they been identified during such
 quarters. For example, you recorded an error related to interest expense on convertible notes
 when there were convertible notes and other notes payable outstanding at each quarter-end
 during fiscal 2023. You also reclassified revenue to deferred revenue during the fourth quarter,
 however, it is unclear why that adjustment did not impact revenue earned in the prior quarters.
 Please provide us with a detailed explanation of each error included in the fiscal 2023 restatement
 and explain why such errors only impacted the fourth quarter financial statements.

 The
Company respectfully acknowledges the Staff's comment and advises that it intends to file Amendment No. 2 to its Annual
Report on Form 10-K for the fiscal year ended December 31, 2023 ("Amendment No. 2") in response to the Staff's
comment as soon as practicable following submission of this response. The filing is currently pending final auditor review and
approval, and the Company anticipates submitting Amendment No. 2 promptly upon completion of that process.

 Amendment
No. 2 supplements and clarifies the disclosures previously included in Amendment No. 1, specifically expanding the discussion in Footnote
3 to the financial statements to (i) provide additional detail regarding the nature of each restatement adjustment and (ii) delineate
whether such adjustments impacted previously filed quarterly financial statements for fiscal year 2023.

 As
described in the revised Footnote 3 included in Amendment No. 2, the only restatement adjustments that impacted prior interim periods
were those related to revenue recognition. These adjustments were identified during the Company's fourth quarter closing process
and subsequent year-end audit review. Specifically, the Company determined that certain revenue recognized in prior quarters lacked adequate
contemporaneous documentation to support recognition in those periods under ASC 606. These adjustments are now quantified in the revised
Footnote 3 disclosure.

 1

 All
other adjustments, including those related to interest expense on convertible notes and other notes payable, were previously included
in Amendment No. 1 to the Company's Form 10-K for the fiscal year ended December 31, 2023.

 For
the Staff's convenience, the updated Footnote 3 from Amendment No. 2, as currently provided to the Company's auditors
and subject to their final review, is reproduced in full below. While immaterial revisions may be made prior to filing in connection
with final auditor feedback and approval, the Company presently anticipates that Footnote 3 will appear substantially as set forth below:

 NOTE
3 – RESTATEMENT

 ANNUAL
IMPACT

 The
following presents a reconciliation of the Balance Sheets, Statements of Operations, and Statements of Cash Flows from the prior period
as previously reported to the restated amounts:

 THE
CRYPTO COMPANY

 CONSOLIDATED
BALANCE SHEETS

 December 31, 2023

 As
 Reported
 Restatement
 Adjustments
 As
 Restated

 ASSETS

 CURRENT ASSETS

 Cash and cash equivalents
 $ 72,970
 $ -
 $ 72,970

 Prepaid expenses (b)
 30,317
 (30,317 )
 -

 Total current assets
 103,287
 (30,317 )
 72,970

 Fixed assets:

 -

 Goodwill (a)
 740,469
 (740,469 )
 -

 Intangible assets (a)
 530,837
 (530,837 )
 -

 TOTAL ASSETS
 $ 1,374,593
 $ (1,301,623 )
 $ 72,970

 LIABILITIES AND STOCKHOLDERS' DEFICIT

 Accounts payable and accrued expenses (b)
 $ 2,678,883
 $ 343,982
 $ 3,022,865

 Other liabilities (c)
 -
 207,938
 207,938

 Notes payable, net (b)
 2,506,443
 491,828
 2,968,271

 Total current liabilities
 5,185,326
 1,013,748
 6,199,074

 Convertible debt
 125,000
 -
 125,000

 Notes payable - other
 13,333
 -
 13,333

 TOTAL LIABILITIES
 5,323,659
 1,013,748
 6,337,407

 STOCKHOLDERS' DEFICIT

 Common stock, $0.001 par value; 2,000,000,000 shares authorized, 565,709,873 and 23,950,380 shares issued and outstanding, respectively
 565,320
 390
 565,710

 Additional paid-in-capital
 39,932,216
 389
 39,932,605

 Accumulated deficit
 (44,446,602 )
 (2,316,150 )
 (46,762,752 )

 TOTAL STOCKHOLDERS' DEFICIT
 (3,949,066 )
 (2,315,371 )
 (6,264,437 )

 TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT
 $ 1,374,593
 $ (1,301,623 )
 $ 72,970

 2

 THE
CRYPTO COMPANY

 CONSOLIDATED
STATEMENTS OF OPERATIONS

 For the year ended December 31,2023

 As
 Reported
 Restatement
 Adjustments
 As
 Restated

 Revenue:

 Services (c)
 $ 405,397
 $ (207,938 )
 $ 197,459

 Cost of services
 313,756
 -
 313,756

 Gross margin
 91,641
 (207,938 )
 (116,297 )

 Operating expenses:

 General and administrative expenses (b)
 1,238,275
 310,002
 1,548,277

 Amortization
 43,332
 -
 43,332

 Impairment of goodwill and intangible assets (a)
 -
 1,271,306
 1,271,306

 Share-based compensation - employee
 6,761
 -
 6,761

 Share-based compensation - non-employee
 1,148,719
 -
 1,148,719

 Total Operating Expenses
 2,437,087
 1,581,308
 4,018,395

 Operating loss
 (2,345,446 )
 (1,789,246 )
 (4,134,692 )

 Other income
 28,375
 -
 28,375

 Loss on sale of equipment
 (31,000 )
 -
 (31,000 )

 Interest expense (b)
 (2,567,096 )
 (526,903 )
 (3,093,999 )

 Loss before provision for income taxes
 (4,915,167 )
 (2,316,150 )
 (7,231,317 )

 Provision for income taxes
 -

 -

 Net (loss)
 (4,915,167 )
 (2,316,150 )
 (7,231,317 )

 Net (loss) per share
 $ (0.04 )
 $ (0.02 )
 $ (0.05 )

 Weighted average common shares outstanding – basic and diluted
 134,932,832
 134,932,832
 134,932,832

 3

 THE
CRYPTO COMPANY

 CONSOLIDATED
STATEMENTS OF CASH FLOWS

 For the Year Ended

 December 31, 2023
 Restatement
 December 31, 2023

 As Reported
 Adjustments
 As Restated

 Cash flows from operating activities:

 Net income (loss)
 $ (4,915,167 )
 $ (2,316,150 )
 $ (7,231,317 )

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

 Depreciation and amortization
 43,332
 -
 43,332

 Share-based compensation
 1,155,480
 -
 1,155,480

 Debt discount for warrants
 2,041,490
 -
 2,041,490

 Impairment of goodwill
 -
 1,271,306
 1,271,306

 Loss on disposal of equipment
 31,000
 -
 31,000

 Prepaid expenses
 51,000
 30,317
 81,317

 Other liabilities
 -
 207,938
 207,938

 Accounts payable and accrued expenses
 413,335
 343,982
 757,317

 Net cash provided by/used in operating activities
 (1,179,530 )
 (462,606 )
 (1,642,136 )

 Cash flows from financing activities:

 Payment of notes payable
 (227,251 )
 -
 (227,251 )

 Proceeds from issuance of notes payable
 1,344,145
 462,606
 1,806,751

 Proceeds from common stock issuance
 25,000
 -
 25,000

 Net cash provided by financing activities
 1,141,894
 462,606
 1,604,500

 Net (decrease) increase in cash and cash equivalents
 (37,636 )
 -
 (37,636 )

 Cash and cash equivalents at the beginning of the period
 110,606
 -
 110,606

 Cash and cash equivalents at the end of the period
 $ 72,970
 -
 $ 72,970

 Notes:

 With
the exception of item (c) described below all of the line items in the annual restatement above, were determined to only impact the Company's
fourth quarter ended December 31, 2023 and had no impact on the financial statements for Company's first three quarters.

 (a)
 Based
 on an annual review performed on December 31, 2023, the Company determined that its goodwill and intangible assets had been fully
 impaired and recorded an impairment charge amounting to $1,271,306.

 (b)
 At
 year end December 31, 2023, the Company recorded the following charges and adjustments to the financial statement above. These entries
 only impacted the Company's fourth quarter and had no impact on prior quarters:

 -$526,903
was recorded as default interest due to a notification by lender to the Company in Q4 of 2023

 -$310,000
in accrued salary, board fees and accrued expenses which should have been recorded relating the Company's Q4 activity, was not
recorded

 -$30,317
in prepaid expenses was reclassified against accrued expenses in Q4

 (c)
 Represents
 quarterly reduction of revenue which has been reclassified as an accrued liability due to the lack of documentation to support revenue
 recognition under the guidelines of ASC 606. The reduction in quarterly revenue amounted to $127,784 for the period ended March 31,
 2023, $77,965 for the quarter ended June 30, 2023, and $2,189 for the quarter ended September 30, 2023. These adjustments amounted
 to $207,938. The quarterly restatement on the Company's balance sheet and statements of operations of these revenue adjustments,
 which had no impact on cash flows, are reflected below.

 4

 QUARTERLY
RESTATEMENT IMPACT

 BALANCE
SHEETS

 March 31,

 March 31,
 June 30,

 June 30,
 September

 September

 2023

 2023
 2023

 2023
 2023

 2023

 As Filed
 Adjustments
 Restated
 As Filed
 Adjustments
 Restated
 As Filed
 Adjustments
 Restated

 ASSETS

 Current assets:

 Cash and cash equivalents
 $ 16,677

 $ 16,677
 $ 17,682

 $ 17,682
 $ 20,435

 $ 20,435

 Prepaid expenses
 57,717

 57,717
 19,117

 19,117
 3,750

 3,750

 Total current assets
 74,394

 74,394
 36,799

 36,799
 24,185

 24,185

 Goodwill
 740,469

 740,469
 740,469

 740,469
 740,469

 740,469

 Intangible assets
 563,336

 563,336
 552,503

 552,503
 541,670

 541,670

 Total assets
 $ 1,378,199
 -
 $ 1,378,199
 $ 1,329,771
 -
 $ 1,329,771
 $ 1,306,324
 -
 $ 1,306,324

 LIABILITIES AND STOCKHOLDERS' DEFICIT

 Current liabilities:

 Accounts payable and accrued expenses
 $ 2,457,771

 $ 2,457,771
 $ 2,589,752

 $ 2,589,752
 $ 2,632,066

 $ 2,632,066

 Other liabilities

 127,784
 127,784

 205,749
 205,749

 207,938
 207,938

 Deferred revenue
 60,000

 60,000
 -

 -

 -

 Notes, payable, net
 2,361,218

 2,361,218
 2,408,045

 2,408,045
 2,440,845

 2,440,845

 Total current liabilities
 4,878,989
 127,784
 5,006,773
 4,997,797
 205,749
 5,203,546
 5,072,911
 207,938
 5,280,849

 Convertible debt
 125,000

 125,000
 125,000

 125,000

 125,000

 Notes payable other
 13,864

 13,864
 13,687

 13,687
 13,510

 13,510

 Total liabilities
 5,017,853
 127,784
 5,145,637
 5,136,484
 205,749
 5,342,233
 5,211,421
 207,938
 5,419,359

 -

 -

 Stockholders' Deficit:

 Common stock
 25,741

 25,741
 53,821

 53,821
 208,688

 208,688

 Additional paid in capital
 38,637,372

 38,637,372
 39,238,579

 39,238,579
 39,340,646

 39,340,646

 Accumulated deficit
 (42,302,767 )
 (127,784 )
 (42,430,551 )
 (43,099,113 )
 (205,749 )
 (43,304,862 )
 (43,454,431 )
 (207,938 )
 (43,662,369 )

 Total stockholders' deficit
 (3,639,654 )
 (127,784 )
 (3,767,438 )
 (3,806,713 )
 (205,749 )
 (4,012,462 )
 (3,905,097 )
 (207,938 )
 (4,113,035 )

 Total liabilities and deficit
 $ 1,378,199
 -
 $ 1,378,199
 $ 1,329,771
 -
 $ 1,329,771
 $ 1,306,324
 -
 $ 1,306,324

 5

 STATEMENTS
OF OPERATIONS

 Three
 months ended

 Three
 months ended
 Three
 months ended

 Three
 months ended
 Three
 months ended

 Three
 months ended

 March 31,

 March 31,

 June 30,

 June 30,
 September 30,

 September 30,

 2023

 2023
 2023

 2023
 2023

 2023

 As filed
 Adjustments
 As restated
 As filed
 Adjustments
 As restated
 As filed
 Adjustments
 As restated

 Services
 $ 156,893
 (127,784 )
 $ 29,109
 $ 106,610
 (77,965 )
 $ 28,645
 $ 124,195
 (2,189 )
 $ 122,006

 Cost of services
 97,868

 97,868
 117,314

 117,314
 14,900

 14,900

 Gross profit
 59,025
 (127,784 )
 (68,759 )
 (10,705 )
 (77,965 )
 (88,670 )
 109,295
 (2,189 )
 107,106

 Operating expenses:

 General and administrative expenses
 431,049

 431,049
 320,500

 320,500
 244,183

 244,183

 Amortization
 10,833

 10,833
 10,833
 -
 10,833
 10,833

 10,833

 Stock based compensation
 386,560
 -
 386,560
 119,919
 -
 119,919
 113,818

 113,818

 Total operating expenses
 828,442
 -
 828,442
 451,252
 -
 451,252
 368,834
 -
 368,834

 Loss from operations
 (769,417 )
 (127,784 )
 (897,201 )
 (461,957 )
 (77,965 )
 (539,922 )
 (259,539 )
 (2,189 )
 (261,728 )

 Other income (expense)

 -

 -

 -

 Other income

 25,775

 25,775

 Loss on the sale of equipment
 (31,000 )

 (31,000 )

 Interest (expense)
 (1,970,913 )

 (1,970,913 )
 (346,402 )

 (346,402 )
 (99,306 )

 (99,306 )

 Loss before provision of income taxes
 (2,771,331 )
 (127,784 )
 (2,899,115 )
 (782,584 )
 (77,965 )
 (860,549 )
 (358,845 )
 (2,189 )
 (361,034 )

 Provision for income taxes (benefit)
 -

 -

 -

 Net loss
 $ (2,771,331 )
 (127,784 )
 $ (2,899,115 )
 $ (782,584 )
 (77,965 )
 $ (860,549 )
 $ (358,845 )
 (2,189 )
 $ (361,034 )

 Net loss per share
 $ (0.11 )

 $ (0.12 )
 $ (0.02 )

 $ (0.02 )
 $ (0.00 )

 $ (0.00 )

 Weighted average shares basic and diluted
 25,097,908

 25,097,908
 35,731,866

 35,731,866
 110,774,232

 110,774,232

 6

 We
hope this clarifies the scope and timing of the restatement adjustments and addresses the Staff's concerns.

 ***

 In
connection with the above-referenced filings by the Company, the Company acknowledges that: (1) it is responsible for the adequacy and
accuracy of the disclosure in the 8-K; (2) Staff comments or changes to disclosures in response to Staff comments in the 8-K reviewed
by the Staff do not foreclose the Commission from taking any action with respect to the 8-K and (3) it may not assert Staff comments
as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

 We
believe that we have adequately responded to the Staff's comments. Please direct any questions or comments regarding this letter
or the Comment Letter to Alan A. Lanis, Jr., Esq. at Baker Hostetler LLP, at (310) 442-8828. Thank you.

 Sincerely,

 The Crypto Company

 /s/
 Ron Levy

 Chief Executive Officer

 7