NT 10-Q 1 nt10-q.htm








  FORM 12b-25

SEC File Number:



CUSIP Number:



(Check One): [   ] Form 10-K [   ] Form 20-F [   ] Form 11-K [X] Form 10-Q [   ] Form 10-D  
  [   ] Form N-SAR [  ] Form N-CSR        


  For Period Ended: March 31, 2018  


  [   ] Transition Report on Form 10-K  
  [   ] Transition Report on Form 20-F  
  [   ] Transition Report on Form 11-K  
  [   ] Transition Report on Form 10-Q  
  [   ] Transition Report on Form N-SAR  

  For the Transition Period Ended:    


Nothing in this form shall be construed to imply that the Commission has verified any information contained herein.


If the notification relates to a portion of the filing checked above, identify the item(s) to which the notification relates:





The Crypto Company
Full Name of Registrant
Croe, Inc.
Former Name if Applicable
23805 Stuart Ranch Road, Suite 235
Malibu, CA 90265
City, State and Zip Code






PART II – RULE 12b-25 (b) AND (c)


If the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25(b), the following should be completed. (Check box if appropriate.)


   (a) The reason described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense;
[X]  (b)

The subject annual report, semi-annual report, transition report on Form 10-K, Form 20-F, Form 11-K, Form N-SAR or Form N-CSR, or portion thereof, will be filed on or before the fifteenth calendar day following the prescribed due date; or the subject quarterly report or transition report on Form 10-Q or subject distribution report on Form 10-D, or portion thereof, will be filed on or before the fifth calendar day following the prescribed due date; and

   (c) The accountant’s statement or other exhibit required by Rule 12b-25(c) has been attached if applicable.




State below in reasonable detail why Forms 10-K, 20-F, 11-K, 10-Q, 10-D, N-SAR, N-CSR, or the transition report or portion thereof, could not be filed within the prescribed time period.


The Crypto Company (the “Company”) has experienced a delay in filing its Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2018 (the “Form 10-Q”) by May 15, 2018, the original due date for such filing. The Company is unable to file its Form 10-Q within the prescribed time period because it requires additional time to prepare and review its financial statements, including the notes thereto, for the quarter ended March 31, 2018. As a result of this delay, the Company is unable to file its Form 10-Q by the prescribed filing date without unreasonable effort or expense. The Company currently anticipates that it will be able to complete the work described above in time for the Company to file its Quarterly Report within the 5 day extension provided under Rule 12b-25 of the Securities Exchange Act of 1934, as amended.




(1) Name and telephone number of person to contact in regard to this notification


  James Gilbert   (424)   228-9955
  (Name)   (Area Code)   (Telephone Number)


(2) Have all other periodic reports required under Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of 1940 during the preceding 12 months or for such shorter period that the registrant was required to file such report(s) been filed? If the answer is no, identify report(s).
  [  ] Yes [X] No

Form 8K/A (Amendment No. 1) to provide the financial statements and other information required under Item 9.01 of the Form 8-K filed by the Company on January 16, 2018.

(3) Is it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year will be reflected by the earnings statements to be included in the subject report or portion thereof?
    [  ] Yes [X] No
  If so, attach an explanation of the anticipated change, both narratively and quantitatively, and, if appropriate, state the reasons why a reasonable estimate of the results cannot be made.




The Crypto Company

(Name of Registrant as Specified in Charter)


has caused this notification to be signed on its behalf by the undersigned thereunto duly authorized.


Date: May 15, 2018 By:

/s/ James Gilbert


James Gilbert

      Chairman, Chief Executive Officer and President