SecProbe.io

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 August 5, 2025

Ron Levy
CEO, COO & Secretary
The Crypto Company
23823 Malibu Road #50477
Malibu, CA 90265

 Re: The Crypto Company
 Item 4.02 Form 8-K & Form 8-K/A
 Filed June 9, July 8 and August 4, 2025
 File No. 000-55726
Dear Ron Levy:

 We have completed our review of your filing. We remind you that the
company and
its management are responsible for the accuracy and adequacy of their
disclosures,
notwithstanding any review, comments, action or absence of action by the staff.

 Sincerely,

 Division of Corporation
Finance
 Office of Technology
</TEXT>
</DOCUMENT>

CORRESP
 1
 filename1.htm

 VIA
EDGAR

 August
4, 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 24, 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. Based
 on the proposed revised disclosures provided in your prior response to comment 1, the correction
 of errors related to revenue recognition appear to be material to the quarterly periods within
 fiscal 2023. Please tell if you considered whether the financial statements in the Forms
 10-Q filed during fiscal 2023 should no longer be relied upon and revise your Item 2.02 Form
 8-K disclosures, as necessary.

 With
respect to fiscal 2023, the Company believes that the disclosures included in Footnote 3 to the financial statements included in its
Form 10-K/A for the year ended December 31, 2023, appropriately describe and quantify all adjustments made to the previously issued interim
financial statements for 2023. Accordingly, the Company will amend its Item 4.02 Form 8-K/A to identify the fiscal 2023 interim periods
that should no longer be relied upon as a result of these adjustments.

 ***

 1

 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

 2

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 July 24, 2025

Ron Levy
CEO, COO & Secretary
The Crypto Company
23823 Malibu Road #50477
Malibu, CA 90265

 Re: The Crypto Company
 Item 4.02 Form 8-K & Form 8-K/A filed June 9, 2025 and July 8, 2025,
 respectively
 File No. 000-55726
Dear Ron Levy:

 We have reviewed your July 23, 2025 response to our comment letter and
have the
following comment.

 Please respond to this letter within ten business days by providing the
requested
information or advise us as soon as possible when you will respond. If you do
not believe the
comment applies to your facts and circumstances, please tell us why in your
response.

 After reviewing your response to this letter, we may have additional
comments.
Unless we note otherwise, any references to prior comments are to comments in
our July 9,
2025 letter.

Form 8-K/A filed on July 8, 2025
General

1. Based on the proposed revised disclosures provided in your prior
response to
 comment 1, the correction of errors related to revenue recognition
appear to be
 material to the quarterly periods within fiscal 2023. Please tell if you
considered
 whether the financial statements in the Forms 10-Q filed during fiscal
2023 should no
 longer be relied upon and revise your Item 2.02 Form 8-K disclosures, as
necessary.
 July 24, 2025
Page 2

 Please contact Kathleen Collins at (202) 551-3499 if you have any
questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Technology
</TEXT>
</DOCUMENT>

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

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 July 9, 2025

Ron Levy
CEO, COO & Secretary
The Crypto Company
23823 Malibu Road #50477
Malibu, CA 90265

 Re: The Crypto Company
 Item 4.02 Form 8-K filed June 9, 2025
 File No. 000-55726
Dear Ron Levy:

 We have reviewed your July 8, 2025 response to our comment letter and
have the
following comment.

 Please respond to this letter within ten business days by providing the
requested
information or advise us as soon as possible when you will respond. If you do
not believe a
comment applies to your facts and circumstances, please tell us why in your
response.

 After reviewing your response to this letter, we may have additional
comments.
Unless we note otherwise, any references to prior comments are to comments in
our June 10,
2025 letter.

Form 8-K/A Filed on July 8, 2025
General

1. You state in your response to prior comment 1 that the fiscal 2023
restatement errors
 "related soley 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.
 July 9, 2025
Page 2

 Please contact Kathleen Collins at 202-551-3499 if you have any
questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Technology
</TEXT>
</DOCUMENT>

CORRESP
 1
 filename1.htm

 VIA
EDGAR

 July
8, 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 June 10, 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. Please
 tell us how you determined the errors that resulted in the restatement of the financial statements
 included in the December 31, 2023 Form 10-K did not impact other periods, such as the interim
 periods included in the Forms 10-Q filed during fiscal 2023 and to date in fiscal 2024. Alternatively,
 revise your Item 4.02 Form 8-K to identify all previously issued financial statements, including
 interim periods that you have determined should no longer be relied upon.

 The
Company respectfully advises the Staff that the financial restatements included in the Form 10-K/A for the year ended December 31, 2023,
related solely to errors that were identified in connection with the preparation of the fourth quarter and year-end financial statements
for fiscal year 2023. These errors would have been identified during the Company's fourth quarter financial closing process and,
accordingly, did not affect the financial statements for any of the interim periods during fiscal 2023. As a result, the Company determined
that no restatements were required for the previously filed Forms 10-Q for the quarterly periods in 2023.

 With
respect to fiscal 2024, the Company believes that the disclosures included in Footnote 10 to the financial statements included in its
Form 10-K for the year ended December 31, 2024, appropriately describe and quantify all adjustments made to the previously issued interim
financial statements for 2024. For the Staff's convenience, we have included the full text of Footnote 10 below.

 1

 NOTE
10 - QUARTERLY RESTATEMENTS FOR 2024

 As
a result of the adjustments reflected in the Company's Form 10-K/A filing for December 31, 2023 filed on June 2, 2025 and due to
certain year end adjustment for calendar 2024, the Company's previously filed quarterly financial statements have been restated.
The restatements adjustment had no impact on 2024 ending quarterly cash balances. The impact on the Company's quarterly balance
sheets and income statements for each quarter of 2024 is reflected below:

 BALANCE
SHEETS

 March 31, 2024

 March 31, 2024
 June 30, 2024

 June 30, 2024
 September 2024

 September 2024

 As Filed
 Adjustments

 Restated
 As Filed
 Adjustments

 Restated
 As Filed
 Adjustments

 Restated

 ASSETS

 Current assets:

 Cash and cash equivalents
 $ 21,887

 $ 21,887
 $ 31,386

 $ 31,386
 $ 6,662

 $ 6,662

 Prepaid expenses
 21,222

 21,222
 12,127

 12,127
 3,032

 3,032

 Total current assets
 43,109

 43,109
 43,513

 43,513
 9,694

 9,694

 Goodwill
 740,469
 (740,469 )
 (a)
 -
 740,469
 (740,469 )
 (a)
 -
 746,368
 (746,368 )
 (a)
 -

 Intangible assets
 520,004
 (520,004 )
 (a)
 -
 509,171
 (509,171 )
 (a)
 -
 509,171
 (509,171 )
 (a)
 -

 Total assets
 $ 1,303,582
 (1,260,473 )

 $ 43,109
 $ 1,293,153
 (1,249,640 )

 $ 43,513
 $ 1,265,233
 (1,255,539 )

 $ 9,694

 LIABILITIES AND STOCKHOLDERS' DEFICIT

 Current liabilities:

 Accounts payable and accrued expenses
 $ 2,953,990

 $ 2,953,990
 $ 3,104,926

 $ 3,104,926
 $ 3,303,247

 $ 3,303,247

 Notes, payable, net
 2,430,530

 2,430,530
 2,697,085

 2,697,085
 2,608,735

 2,608,735

 Convertible notes
 125,000

 125,000
 125,000

 125,000
 125,000

 125,000

 Total current liabilities
 5,509,520

 5,509,520
 5,927,011

 5,927,011
 6,036,982

 6,036,982

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

 Notes payable other
 13,156

 13,156
 12,979

 12,979
 12,802

 12,802

 Total liabilities
 5,522,676
 207,938

 5,730,614
 5,939,990
 207,938

 6,147,928
 6,049,784
 207,938

 6,257,722

 -

 -

 -

 Convertible Notes

 -

 -

 -

 Stockholders' Deficit:

 Common stock
 1,071,111

 1,071,111
 1,981,881

 1,981,881
 2,312,971

 2,312,971

 Additional paid in capital
 40,259,135

 40,259,135
 40,609,865

 40,609,865
 40,642,224
 3,032,710
 (b)
 43,674,934

 Accumulated deficit
 (45,549,340 )
 (1,468,411 )
 (a)(c)
 (47,017,751 )
 (47,238,583 )
 (1,457,578 )
 (a)(c)
 (48,696,161 )
 (47,739,745 )
 (4,496,187 )
 (a)(b)(c)
 (52,235,932 )

 Total stockholders' deficit
 (4,219,094 )
 (1,468,411 )

 (5,687,505 )
 (4,646,837 )
 (1,457,578 )

 (6,104,415 )
 (4,784,550 )
 (1,463,477 )

 (6,248,027 )

 Total liabilities and deficit
 $ 1,303,582
 $ (1,260,473 )

 $ 43,109
 $ 1,293,153
 $ (1,249,640 )

 $ 43,513
 $ 1,265,234
 $ (1,255,539 )

 $ 9,694

 2

 STATEMENTS
OF OPERATIONS

 Three
 months
 ended
 March
 31,
 2024

 Three
 months
 ended
 March
 31,
 2024

 Three
 months
 ended
 June
 30,
 2024

 Three
 months
 ended
 June
 30,
 2024

 Three
 months
 ended
 September
 30,
 2024

 Three
 months
 ended
 September
 30,
 2024

 As
 filed

 Adjustments

 As
 restated

 As
 filed

 Adjustments

 As
 restated

 As
 filed

 Adjustments

 As
 restated

 Services

 $
 15,806

 $
 15,806

 $
 9,841

 $
 9,841

 $
 10,299

 $
 10,299

 Cost
 of services

 1,525

 1,525

 7,733

 7,733

 7,361

 7,361

 Gross
 profit

 14,281

 14,281

 2,107

 2,107

 2,938

 2,938

 Operating
 expenses:

 General
 and administrative expenses

 442,831

 442,831

 243,823

 243,823

 309,364

 309,364

 Amortization

 10,833

 (10,833
 )

 (a)

 -

 10,833

 (10,833
 )

 (a)

 -

 -

 -

 Stock
 based compensation

 463,198

 -

 463,198

 439,487

 -

 439,487

 (281,088
 )

 3,032,710

 (b)

 2,751,622

 Total
 operating expenses

 916,862

 (10,833
 )

 906,029

 694,143

 (10,833
 )

 683,310

 28,276

 3,032,710

 3,060,986

 Loss
 from operations

 (902,581
 )

 10,833

 (891,748
 )

 (692,036
 )

 10,833

 (681,203
 )

 (25,338
 )

 (3,032,710
 )

 (3,058,048
 )

 Other
 income (expense)

 -

 -

 -

 Interest
 (expense)

 (200,157
 )

 (200,157
 )

 (193,192
 )

 (193,192
 )

 (76,807
 )

 (76,807
 )

 Loss
 before provision of income taxes

 (1,102,738
 )

 10,833

 (1,091,905
 )

 (885,228
 )

 10,833

 (874,395
 )

 (102,145
 )

 (3,032,710
 )

 (3,134,855
 )

 Provision
 for income taxes (benefit)

 -

 -

 -

 Net
 loss

 $
 (1,102,738
 )

 10,833

 $
 (1,091,905
 )

 $
 (885,228
 )

 10,833

 $
 (874,395
 )

 $
 (102,145
 )

 (3,032,710
 )

 $
 (3,134,855
 )

 Net
 loss per share

 $
 (0.00
 )

 $
 (0.00
 )

 $
 (0.00
 )

 $
 (0.00
 )

 $
 (0.00
 )

 $
 (0.00
 )

 Weighted
 average shares basic and dilutes

 902,542,121

 902,542,121

 1,981,881,172

 1,981,881,172

 2,007,990,481

 2,007,990,481

 Adjustments

 (a)
 To
 reflect the write-off of the goodwill and intangible assets of BTA which was written off pursuant to the Company's June 2,
 2024 10-K/A filing for the year ended December 31, 2023

 (b)
 To
 reflect the value of voting preferred stock of $3,302,710 granted to the Company's CEO

 (c)

 To
 record the reclassification of $207,938 initially recorded as revenue in 2023 that was reclassified to other liabilities due the
 Company's inability to support revenue recognition under the guidelines of ASC 606

 Accordingly,
the Company will amend its Item 4.02 Form 8-K to identify the fiscal 2024 interim periods that should no longer be relied upon as a result
of these adjustments.

 2. Please
 amend your Item 4.02 Form 8-K to remove your statement that the information is not deemed
 filed for purposes of Section 18 of the Exchange Act of 1934, or otherwise subject to the
 liabilities of that section. We refer you to the Instructions B.2 to the Form 8-K requirements,
 which limits furnished reports to those provided pursuant to Item 2.02 or 7.01.

 We
acknowledge the Staff's comment and will amend our Item 4.02 Form 8-K to remove the referenced statement regarding Section 18 of
the Exchange Act.

 ***

 3

 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

 4

CORRESP
 1
 filename1.htm

 June
 20, 2025

 Alan A. Lanis, Jr.

 direct dial: 310.442.8828

 jrlanis@bakerlaw.com

 VIA
E-MAIL (COLLINSKA@SEC.GOV)

 Kathleen
Collins

 United
States Securities and Exchange Commission

 Division
of Corporation Finance

 Re: Request
 for Extension –

 The
Crypto Company

 Form
8-K filed June 9, 2025

 File
No. 000-55726

 Dear
Kathleen:

 On
behalf of our client, The Crypto Company (the "Company"), we hereby acknowledge receipt of your comment letter dated June
10, 2025. The comment letter requests the Company respond to the comments within ten business days or tell you when the Company expects
to provide a response. Please be advised that the Company expects that it will be able to provide a response to the staff's comments
on or by July 8, 2025. Accordingly, on behalf of our client, we hereby respectfully request an extension of the time period required
to respond to the staff's comment letter until July 8, 2025.

 Please
let me know if this extension is acceptable. If you have any questions regarding the foregoing, please do not hesitate to contact the
undersigned at (310) 442-8828.

 Thank
you for your consideration.

 Sincerely,

 Alan
A. Lanis, Jr.

 Partner

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 June 10, 2025

Ron Levy
CEO, COO & Secretary
The Crypto Company
23823 Malibu Road #50477
Malibu, CA 90265

 Re: The Crypto Company
 Item 4.02 Form 8-K filed June 9, 2025
 File No. 000-55726
Dear Ron Levy:

 We have reviewed your filing and have the following comments.

 Please respond to this letter within ten business days by providing the
requested
information or advise us as soon as possible when you will respond. If you do
not believe a
comment applies to your facts and circumstances, please tell us why in your
response.

 After reviewing your response to this letter, we may have additional
comments.

Item 4.02 Form 8-K
General

1. Please tell us how you determined the errors that resulted in the
restatement of the
 financial statements included in the December 31, 2023 Form 10-K did not
impact
 other periods, such as the interim periods included in the Forms 10-Q
filed during
 fiscal 2023 and to date in fiscal 2024. Alternatively, revise your Item
4.02 Form 8-K
 to identify all previously issued financial statements, including
interim periods that
 you have determined should no longer be relied upon.
2. Please amend your Item 4.02 Form 8-K to remove your statement that the
information
 is not deemed filed for purposes of Section 18 of the Exchange Act of
1934, or
 otherwise subject to the liabilities of that section. We refer you to
the Instructions B.2
 to the Form 8-K requirements, which limits furnished reports to those
provided
 pursuant to Item 2.02 or 7.01.
 We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence
of action by the staff.
 June 10, 2025
Page 2

 Please contact Kathleen Collins at 202-551-3499 if you have any
questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Technology
</TEXT>
</DOCUMENT>

CORRESP
1
filename1.htm

11650 South State Street, Suite
240

Draper, UT 84020

PH (801) 816-2522

FAX (801) 816-2537

December 16, 2016

VIA EMAIL AND EDGAR

Suying Li - Staff Accountant

Angela Lumley–Staff Accountant

Ruairi Regan

David Link

John Reynolds - Assistant Director

U.S. Securities &
Exchange Commission

Division of Corporate
Finance

100 F. Street, N.E.

Washington, D.C. 20549

DrazanE@SEC.GOV

Re:   CROE, Inc.

Registration Statement on Form S-1

Originally Filed October 21, 2016,
as amended

File No. 333-214187

Acceleration Request

Requested Date: December 19, 2016

Requested Time: 2:00 PM Eastern Time

Dear Sirs/Mesdames:

CROE, Inc. (the “Registrant”) hereby
requests that the Securities and Exchange Commission (the “Commission”) take appropriate action to declare the above-captioned
Registration Statement on Form S-1 effective at the “Requested Date” and “Requested Time” set forth above
or as soon thereafter as practicable.

The Registrant hereby authorizes John D. Thomas,
Esq., counsel to the Registrant, to orally modify or withdraw this current request for acceleration.

The Registrant hereby acknowledges that:

 • should the Commission or the staff of the Commission, acting pursuant to delegated authority, declare the filing effective,
it does not foreclose the Commission from taking any action with respect to the filing;

U.S. Securities &
Exchange Commission

Division of Corporate
Finance

December 16, 2016

Page 2

 • the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the filing effective, does
not relieve the Registrant from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and

 • the Registrant may not assert the staff comments and the declaration of effectiveness as a defense in any proceeding initiated
by the Commission or any person under the federal securities laws of the United States.

The Registrant requests that it be notified
of such effectiveness by a telephone call to Mr. Thomas at (801) 816-2536.

Very truly yours,

CROE, INC.

/s/ Deborah Thomas

Deborah Thomas

Chief Executive Officer

CORRESP
1
filename1.htm

11650 South State Street, Suite
240

Draper, UT 84020

PH (801) 816-2522

FAX (801) 816-2537

December 7, 2016

VIA EMAIL AND EDGAR

Suying Li - Staff Accountant

Angela Lumley–Staff Accountant

Ruairi Regan

David Link

John Reynolds - Assistant Director

U.S. Securities &
Exchange Commission

Division of Corporate
Finance

100 F. Street, N.E.

Washington, D.C. 20549

DrazanE@SEC.GOV

Re: CROE, Inc.

Amendment No. 2 and No. 3 to Registration
Statement on Form S-1

Filed November 22, 2016 and December
1, 2016

File No. 333-214187

Dear Sirs/Mesdames:

We serve as counsel to CROE, Inc., a Utah corporation
(the “Company”) with respect to its submission of its amended registration statements with the U.S. Securities and
Exchange Commission (hereafter, the “Commission”) on Form S-1 (“Registration Statement”), filed on November
22, 2016 and December 1, 2016. We are in receipt of your email to the Company, dated December 6, 2016, and this letter is written
in response thereto. We have reproduced your 3 comments below, highlighted in bold, with our responses following immediately thereafter.

Cover Page

 1. COMMENT. We note your response to prior comment 2. Please revise your cover page
                                                                                                           to indicate that the selling shareholders will sell their shares at the price of $.05 per share until the shares are quoted
                                                                                                           on the OTCQB marketplace or on the OTC Bulletin Board, and thereafter at prevailing market prices or privately negotiated
                                                                                                           prices..

RESPONSE
We revised our Cover Page accordingly.

 2. COMMENT. We reissue prior comment 3 as it appears you did not revise the cover
                                                                                                           page as indicated in your response. We note your statement that “this prospectus relates to the exchange and resale of
                                                                                                           shares of Common stock of CROE ….” (emphasis added) Your registration statement does not appear to make any
                                                                                                           other reference to a share exchange. Please revise your registration statement as appropriate.

U.S. Securities &
Exchange Commission

Division of Corporate
Finance

December 7, 2016

Page 2

RESPONSE:
We removed the reference to "exchange" on the Cover Page.

Signature Page

 3. COMMENT. We note your response to comment 20. We also note that your signature
                                                                                                           page indicates that Deborah Thomas signed the registration statement for the company as the principal financial officer and
                                                                                                           principal accounting officer. The signature page also indicates that Elliott Polatoff is signing in the capacity as principal
                                                                                                           financial officer and principal accounting officer. Please revise as appropriate.

RESPONSE: We revised our Signature Page
correcting the error.

We will file this letter as correspondence via
EDGAR contemporaneous with its dispatch to you via email. In the meantime, please feel free to call John D. Thomas at (801) 816-2536
or respond via email or facsimile if you have any further comments or questions.

Very truly yours,

CROE, INC.

/s/ Deborah Thomas

Deborah Thomas

Chief Executive Officer

Mail Stop 3561
        December 6, 2016

Via E -mail
Deborah Thomas
Chief Executive Officer
Croe, Inc.
11650 South State St., Ste. 240
Draper, Utah 84020

Re: Croe, Inc.
Amendments No  2. and No. 3 to Registration Statement on Form S -1
Filed November 22, 2016 and December 1, 2016
  File No. 333 -214187

Dear Ms.  Thomas:

We have reviewed your amended registration statement and have the following
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.

Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.

After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional commen ts.  Unless we note
otherwise, our references to prior comments are to comments in our November 16 , 2015 letter .

Cover Page
1. We note your response to prior comment 2.  Please revise your cover page to indicate that
the selling shareholders will sell their shares at the price of $.05 per share until the shares
are quoted on the OTCQB marketplace or on the OTC Bulletin Board, and thereafter at
prevailing market prices or privately negotiated prices .
2. We reissue prior comment 3 as it appears you did not revise the cover page as indicated
in your response.  We note your statement that “this prospectus relates to the exchange
and resale of shares of Common stock of CROE ….” (emphasis added)  Your registra tion
statement does not appear to make any other reference to a share exchange.  Please revise
your registration statement as appropriate.

Deborah Thomas
Croe, Inc.
December 6, 2016
Page 2

 Signature Page
3. We note your response to comment 20.  We also note that your signature page indicates
that Deborah Th omas signed the registration statement for the company as the principal
financial officer and principal accounting officer. The signature page also indicates that
Elliott Polatoff is signing in the capacity as principal financial officer and principal
accounting officer.  Please revise as appropriate.

You may contact Suying Li, Staff Accountant, at (202) 551 -3335 or Angela Lumley,
Staff Accountant, at (202) 551 -3398 if you have questions regarding comments on the financial
statements and related matters.  Please contact Ruairi Regan at (202) 551 -3269 or David Link, at
(202) 551 -3356 with any other questions.

     Sincerely,

        /s/ David Link for

     John Reynolds
Assistant Director
Office of Beverages,
Apparel and Mining

cc:  John D. Thomas , Esq.
 John D. Thomas, P.C.

CORRESP
1
filename1.htm

11650 South State Street, Suite
240

Draper, UT 84020

PH (801) 816-2522

FAX (801) 816-2537

November 22, 2016

VIA EMAIL AND EDGAR

Suying Li - Staff Accountant

Angela Lumley–Staff Accountant

Ruairi Regan

David Link

John Reynolds - Assistant Director

U.S. Securities &
Exchange Commission

Division of Corporate
Finance

100 F. Street, N.E.

Washington, D.C. 20549

DrazanE@SEC.GOV

Re: CROE, Inc.

Registration Statement on Form S-1

Filed October 21, 2016

File No. 333-214187

Dear Sirs/Mesdames:

We serve as counsel to CROE, Inc., a Utah corporation
(the “Company”) with respect to its submission of a registration statement with the U.S. Securities and Exchange Commission
(hereafter, the “Commission”) on Form S-1 (“Registration Statement”), filed on October 21, 2016. We are
in receipt of your email to the Company, dated November 16, 2016, and this letter is written in response thereto. We have reproduced
your 22 comments below, highlighted in bold, with our responses following immediately thereafter.

General

 1. COMMENT.
                                         Please supplement and provide us with copies of all written communications, as defined
                                         in Rule 405 under the Securities Act, that you, or any one authorized to do so on your
                                         behalf, present to potential investors in reliance on Section 5(d) of the Securities
                                         Act, whether or not they retain copies of the communications.

RESPONSE:
All officer and director communication with investors was oral conversations except the subscription agreements that were
filled out by the investors. The form of the subscription agreements is attached to the Registration Statement as Exhibit 4.1.

U.S. Securities &
Exchange Commission

Division of Corporate
Finance

November 17, 2016

Page 2

Cover Page

 2. COMMENT.
                                         We note your disclosure on the cover page that the selling stock holders will sell their
                                         shares of your common stock at a price of $0.05 per share until your common stock is
                                         quoted on the OTC Markets quotation service. If you intend to seek to have the price
                                         of your securities quoted in an over-the-counter marketplace, we would not object to
                                         disclosure that the selling stockholders will sell the offered securities at that fixed
                                         price until the price of your shares is quoted on the OTCQX or OTCQB marketplace or on
                                         the OTC Bulletin Board, and thereafter at prevailing market prices or privately negotiated
                                         prices. However, your disclosure should not suggest that the selling stockholders will
                                         vary from the disclosed fixed price if the price of your securities is quoted in some
                                         other over-the-counter marketplace. Please revise your disclosure here and throughout
                                         your prospectus as appropriate.

RESPONSE:
We have made this change throughout the Registration Statement.

 3. COMMENT.
                                         We note your statement that “this prospectus relates to the exchange and resale
                                         of shares of Common stock of CROE ….” (emphasis added) Your registration
                                         statement does not appear to make any other reference to a share exchange. Please revise
                                         your registration statement as appropriate.

RESPONSE: We deleted this reference on
the Cover page.

Forward Looking Statements, page 1

 4. COMMENT.
                                         Please remove the reference to the Private Securities Litigation Reform Act as the safe
                                         harbor provided by the Act does not apply to initial public offerings.

RESPONSE:
We removed this language from page 1.

Prospectus Summary, page 2

 5. COMMENT.
                                         Please revise this section, if true, to include an affirmative statement to make clear
                                         that the company has no present plans to be acquired or to merge with another company
                                         nor does the company, nor any of its shareholders, have plans to enter into a change
                                         of control or similar transaction. We note the disclosure on page 19.

RESPONSE:
We have included this disclosure on page 2.

Financial Summary, page 3

 6. COMMENT.
                                         Please revise your disclosure to provide the balance sheet information for the nine months
                                         ended September 30, 2016 and the income statement information for the year ended December
                                         31, 2014 in addition to the periods currently disclosed.

U.S. Securities &
Exchange Commission

Division of Corporate
Finance

November 17, 2016

Page 3

RESPONSE: We have included these extra
columns and figures in the Financial Summary on page 3.

Directors, Executive Officers, Promoters…, page 13

 7. COMMENT.
                                         Please discuss the specific experience, qualifications, attributes or skills that led
                                         to the conclusion that each of the directors individually should serve as a director,
                                         as required by Item 401(e)(1) of Regulation S-K.

RESPONSE:
We have disclosed the information requested on pages 13 and 14.

 8. COMMENT.
                                         Please disclose the business experience of Elliott Polatoff since May 2013. Refer to
                                         the requirements of Item 401(e) of Regulation S-K.

RESPONSE:
We have disclosed this information about Mr. Polotoff on pages 13 and 14.

 9. COMMENT.
                                         Please disclose the business experience of Deborah Thomas from July 2012 through December
                                         2013.

RESPONSE:
We have disclosed this information about Mrs. Thomas on pages 13 and 14.

Certain Relationships and Related Transactions, page 14

 10. COMMENT.
                                         Please revise to indicate the amount of initial funds provided by Deborah Thomas to the
                                         company for the 10,000,000 founders shares issued on December 2, 2013. Also quantify
                                         the amount of consideration for the services provided to the company in connection with
                                         the issuance of the founder’s shares.

RESPONSE:
We have disclosed this information under Certain Relationships and Related Transactions on page 27..

 11. COMMENT.
                                         Please revise to combine the disclosure in Certain Relationships and Related Transactions
                                         sections on page 14 and page 26.

RESPONSE:
We have consolidated this disclosure with more detail on page 27.

 12. COMMENT.
                                         Please revise to indicate the value of the services provided by Elliott Polatoff for
                                         the 50,000 shares and the value of the services provided by John Thomas for the 15,000
                                         shares noted on page 27.

RESPONSE:
We have modified this disclosure accordingly on page 27.

U.S. Securities &
Exchange Commission

Division of Corporate
Finance

November 17, 2016

Page 4

Description of Business, page 19

 13. COMMENT.
                                         Please clarify the current status of the development of your product, such as whether
                                         you have developed and tested a prototype and the nature of such tests. We note your
                                         statement that you have found fabrics.

RESPONSE:
We have disclosed this development on page 20.

Management’s Discussion & Analysis, page 23

 14. COMMENT.
                                         Please provide a description of your plan of operation including a discussion of your
                                         plans to develop your business through to revenue generation, including when you intend
                                         to commence manufacturing activities and your plans to finance these activities.

RESPONSE:
This Plan of Operations has been included in the MD&A on page 24.

Certain Relationships and Related Transactions, page 26

 15. COMMENT.
                                         Please reconcile the disclosure in this section with the disclosure elsewhere in your
                                         filing regarding related advances on page 2 and 19, legal fees and other related party
                                         disclosure in your financial statement footnotes on page 40. Disclose the approximate
                                         dollar value of the amount involved in each transaction. See Item 404(d)(1) of Regulation
                                         S-K.

RESPONSE:
This disclosure has been modified on page 27.

 16. COMMENT.
                                         Please identify the related party with who you entered the lease agreement for office
                                         space.

RESPONSE:
The related party is identified on page 27.

Market for Common Equity and Related Stockholder Matters,
page 27

 17. COMMENT.
                                         Please revise to clarify what tier of the OTC Markets the company intends to have its
                                         stock quoted.

RESPONSE:
We have clarified that the company intends to be quoted on the OTCQB on page 28.

U.S. Securities &
Exchange Commission

Division of Corporate
Finance

November 17, 2016

Page 5

Executive Compensation, page 29

 18. COMMENT.
                                         Please tell us why you did not include the consulting fees paid to Elliott Polatoff in
                                         2016 in the table.

RESPONSE:
We have modified the table to include those consulting fees on page 30.

PART II

Recent Sales of Securities, page 43

 19. COMMENT.
                                         Please tell us when you filed the Form D referenced in this section.

RESPONSE:
This Form D was not filed timely due to an oversight and was filed November 17, 2016.

 20. COMMENT.
                                         Please identify each capacity in which your officers are signing the registration statement
                                         including the person who is acting as your principal financial officer and your controller
                                         or principal accounting officer.

RESPONSE:
The signature page has been modified accordingly.

Exhibits

Exhibit 5.1

 21. COMMENT.
                                         We note the reference to shares being issued in the share exchange; however, the registration
                                         statement does not appear to reference any such exchange. Please clarify. Also, clarify
                                         the number of issued shares to which the opinion relates. Finally, revise the opinion
                                         to provide consent to filing the opinion as an exhibit to the registration statement.

RESPONSE:
The opinion was redrafted and attached herewith as Exhibit 5.1.

Exhibit 23.1

 22. COMMENT.
                                         Your independent auditor´s consent refers to the audit report dated October 20,
                                         2016 on your financial statements as of and for the years ended December 31, 2015 and
                                         2014. However, we note that the audit report included on page 33 of your S-1 is dated
                                         October 18, 2016. Please have your independent auditor provide a currently dated consent
                                         which references the correct audit report date.

RESPONSE:
The dates have been modified by our auditor.

U.S. Securities &
Exchange Commission

Division of Corporate
Finance

November 17, 2016

Page 6

We will file this letter as correspondence via
EDGAR contemporaneous with its dispatch to you via email. In the meantime, please feel free to call John D. Thomas at (801) 816-2536
or respond via email or facsimile if you have any further comments or questions.

Very truly yours,

CROE, INC.

/s/ Deborah Thomas

Deborah Thomas

Chief Executive Officer

Mail Stop 3561
        November 16, 2016

Via E -mail
Deborah Thomas
Chief Executive Officer
Croe, Inc.
11650 South State St., Ste. 240
Draper, Utah 84020

Re: Croe, Inc.
Registration Statement on Form S -1
Filed October 21, 2016
  File No. 333 -214187

Dear Ms.  Thomas:

We have reviewed your registration statement and have the following comments.  In
some of our comments, we may ask you to provide us with information so we may better
understand your disclosure.

Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendme nt is appropriate, please tell us why in your
response.

After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.   Unless we note
otherwise, our references to prior comments are to comments in our August 18, 2015 letter .
General
1. Please supplementally provide us with copies of all written communications, as defined
in Rule 405 under the Securities Act, that you, or anyone authorized to do so on your
behalf, pr esent to potential investors in reliance on Section 5(d) of the Securities Act,
whether or not they retain copies of the communications.
Cover page
2. We note your disclosure on the cover page that the selling stock holders will sell their
shares of your com mon stock at a price of $0.05 per share until your common stock is
quoted on the OTC Markets quotation service.  If you intend to seek to have the price of
your securities quoted in an over -the-counter marketplace, we would not object to
disclosure that th e selling stockholders will sell the offered securities at that fixed price

Deborah Thomas
Croe, Inc.
November 16, 2016
Page 2

 until the price of your shares is quoted on the OTCQX or OTCQB marketplace or on the
OTC Bulletin Board, and thereafter at prevailing market prices or privately negotiated
prices.  However, your disclosure should not suggest that the selling stockholders will
vary from the disclosed fixed price if the price of your securities is quoted in some other
over-the-counter marketplace. Please revise your disclosure here and throughout your
prospectus as appropriate.
3. We note your statement that “this prospectus relates to the exchange  and resale of shares
of Common stock of CROE ….” (emphasis added)  Your registration statement does not
appear to make any other reference to a share exchange.  Please revise your registration
statement as appropriate.
Forward Looking Statements, page 1
4. Please remove the reference to the Private Securities Litigation Reform Act as the safe harbor
provided by the Act does not apply to initial public offerings.
Prospectus Summary, page 2
5. Please revise this section, if true, to include an affirmative statemen t to make clear that
the company has no present plans to be acquired or to merge with another company nor
does the company, nor any of its shareholders, have plans to enter into a change of
control or similar transaction.   We note the disclosure on page 19 .
Financial Summary, page 3
6. Please revise your disclosure to provide the balance sheet information for the nine
months ended September 30, 2016 and the income statement information for the year
ended December 31, 2014 in addition to the periods currently disclosed.
Directors, Execut ive Officers, Promoters…, page 13
7. Please discuss the specific experience, qualifications, attributes or skills that led to the
conclusion that each of the directors individually should serve as a director, as required
by Item 401(e)(1) of Regulation S -K.
8. Please disclose the business experience of Elliott Polatoff  since May 2013 .  Refer to the
requirements of Item 401(e) of Regulation S -K.
9. Please disclose the business experience of Deborah Thomas from  July 2012 through
December 2013.
Certain Relationships and Related Transactions, page 14
10. Please revise to indicate the amount of initial funds provided by Deborah Thomas to the
company for the 10,000,000 founders shares issued on December 2, 2013.  Also quantify

Deborah Thomas
Croe, Inc.
November 16, 2016
Page 3

 the amount of consideration for the services pro vided to the company in connection with
the issuance of the founder’s shares.
11. Please revise to combine the disclosure in Certain Relationships and Related Transactions
sections on page 14 and page 26.
12. Please revise to indicate the value of the services pro vided by Elliott Polatoff for the
50,000 shares and the value of the services provided by John Thomas for the 15,000
shares noted on page 27 .
Description of Business, page 19
13. Please clarify the current status of the development of your product, such as whe ther you
have developed and tested a prototype  and the nature of such tests .  We note your
statement that you have found fabrics.
Management’ s Discussion & Analysis, page 23
14. Please provide a description of your plan of operation including a discussion of y our
plans to develop your business through to revenue generation, including when you intend
to commence manufacturing  activities and your plans to finance these activities.
Certain Relatio nships and Related Transactions , page 26
15. Please reconcile the disclo sure in this section with the disclosure elsewhere in your filing
regarding related advances on page 2  and 19, legal fees and other related party disclosure
in your financial statement footnotes  on page 40 .  Disclose the approximate dollar value
of the amount involved in each transaction.  See Item 404(d)(1) of Regulation S -K.
16. Please identify the related party with who you entered the lease agreement for office
space.
Market for Common Equity and Related Stoc kholder Matters, page 27
17. Please revise to clarify what tier of the OTC Markets the company intends to have its
stock quoted.
Executive Compensation, page 29
18. Please tell us why you did not include the consulting fees paid to Elliott Polatoff in 2016
in the table.
Part II
Recent Sales of Securities, page 43
19. Please tell us when you filed the Form D referenced in this section.

Deborah Thomas
Croe, Inc.
November 16, 2016
Page 4

 Signatures
20. Please identify each capacity in which your officers are signing the registration statement
including the person who is actin g as your principal financial officer and your controller
or principal accounting officer.
Exhibits
Exhibit 5.1
21. We note the reference to shares being issued in the share exchange; however, the
registration statement does not appear to reference any such exchange.  Please clarify.
Also, clarify the number of issued shares to which the opinion relates.  Finally, revi se the
opinion to provide consent to filing the opinion as an exhibit to the registration statement.

Exhibit 23.1
22. Your independent auditor´s consent refers to the audit report dated October 20, 2016 on
your financial statements as of and for the years en ded December 31, 2015 and 2014.
However, we note that the audit report included on page 33 of your S -1 is dated October
18, 2016. Please have your independent auditor provide a currently dated consent which
references the correct audit report date.

We rem ind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.

Refer to Rules 460 and 461 regarding requests for  accelerati on.  Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.

Deborah Thomas
Croe, Inc.
November 16, 2016
Page 5

 You may contact  Suying Li , Staff Accountant,  at (202) 551 -3335  or Angela Lumley ,
Staff Accountant , at (202) 551 -3398  if you have questions regarding comments on the financial
statements and related matters.  Please contact Ruairi Regan at (202) 551 -3269 or David Link, at
(202) 551 -3356  with any other questions.

     Sincerely,

        /s/ David Link for

     John Reynolds
Assistant Director
Office of Beverages,
Apparel and Mining

cc:  John D. Thomas , Esq.
 John D. Thomas, P.C.