C2 Blockchain, Inc. Files 2024 10-K

TL;DR

C2 Blockchain filed its 2024 10-K. Check financials.

AI Summary

C2 Blockchain, Inc. filed its 10-K for the fiscal year ending June 30, 2024, reporting its financial performance and business operations. The company, formerly known as C2 Blockchain, Inc. and incorporated in Nevada, operates in the Finance Services sector. Its principal executive offices are located at 123 SE 3rd Ave. #130, Miami, FL 33131.

Why It Matters

This filing provides investors with a comprehensive overview of C2 Blockchain, Inc.'s financial health and strategic direction for the fiscal year 2024. It is crucial for understanding the company's performance and future prospects.

Risk Assessment

Risk Level: medium — The company operates in the blockchain and crypto asset space, which is inherently volatile and subject to rapid regulatory changes.

Key Numbers

• FY 2024 — Fiscal Year End (The period covered by the 10-K filing.)
• 06-30 — Fiscal Year End Month/Day (Specific end date for the fiscal year.)

Key Players & Entities

• C2 Blockchain, Inc. (company) — Filer of the 10-K
• 0001599916-24-000212 (filing_id) — Accession Number for the 10-K filing
• 20240630 (date) — Fiscal year end date
• 20240820 (date) — Filing date
• 123 SE 3RD AVE. #130, MIAMI, FL 33131 (address) — Company's business and mailing address
• 8884373432 (phone_number) — Company's business phone number

FAQ

Key Financial Figures

• $0.001 — nge on which registered Common Stock, $0.001 N/A Securities to be registered und
• $0.04 — ased on the closing price per share (or $0.04), of the registrant's common stock as r
• $200,000 — e-month period, we require a minimum of $200,000 in funding. At present, we plan to to a
• $60,000,000 — ws: We are seeking up to a maximum of $60,000,000 in funding from our pending Regulation
• $1,070,000,000 — h it had total annual gross revenues of $1,070,000,000 (as such amount is indexed for inflatio
• $1,000,000,000 — revious 3-year period, issued more than $1,000,000,000 in non-convertible debt; or (d) the d
• $0.0348 — ded High Bid Low Bid June 30, 2024 $0.0348 $0.0056 March 31, 2024 $0.04 $0.01
• $0.0056 M — Bid Low Bid June 30, 2024 $0.0348 $0.0056 March 31, 2024 $0.04 $0.013 December
• $0.013 — .0348 $0.0056 March 31, 2024 $0.04 $0.013 December 31, 2023 $0.073 $0.0111
• $0.073 — 024 $0.04 $0.013 December 31, 2023 $0.073 $0.0111 September 30, 2023 $0.0975
• $0.0111 — 04 $0.013 December 31, 2023 $0.073 $0.0111 September 30, 2023 $0.0975 $0.033
• $0.0975 — $0.073 $0.0111 September 30, 2023 $0.0975 $0.033 June 30, 2023 $0.068 $0.04
• $0.033 — $0.0111 September 30, 2023 $0.0975 $0.033 June 30, 2023 $0.068 $0.04 March
• $0.068 — 2023 $0.0975 $0.033 June 30, 2023 $0.068 $0.04 March 31, 2023 $0.07 $0.04
• $0.04 M — 0.0975 $0.033 June 30, 2023 $0.068 $0.04 March 31, 2023 $0.07 $0.04 December 3

Filing Documents

• c2block24o.htm (10-K) — 358KB
• exhibit31.htm (EX-31) — 12KB
• exhibit32.htm (EX-32) — 7KB
• 0001599916-24-000212.txt ( ) — 1357KB
• cblo-20240630.xsd (EX-101.SCH) — 12KB
• cblo-20240630_cal.xml (EX-101.CAL) — 8KB
• cblo-20240630_def.xml (EX-101.DEF) — 13KB
• cblo-20240630_lab.xml (EX-101.LAB) — 83KB
• cblo-20240630_pre.xml (EX-101.PRE) — 65KB
• c2block24o_htm.xml (XML) — 97KB

Business

Business 1 Item 1A Risk Factors 4 Item 1B Unresolved Staff Comments 4 Item 1C Cybersecurity 4 Item 2

Properties

Properties 4 Item 3 Legal Proceedings 4 Item 4 Mine Safety Disclosures 4 PART II Item 5 Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities 4 Item 6 Selected Financial Data 5 Item 7 Management's Discussion and Analysis of Financial Condition and Results of Operations 5 Item 7A Quantitative and Qualitative Disclosures about Market Risk 5 Item 8 Financial F1-F9 Item 9 Changes in and Disagreements with Accountants on Accounting and Financial Disclosure 6 Item 9A Controls and Procedures 6 Item 9B Other Information 6 PART III Item 10 Directors, Executive Officers and Corporate Governance 7 Item 11 Executive Compensation 9 Item 12 Security 10 Item 13 Certain Relationships and Related Transactions, and Director Independence 10 Item 14 Principal Accounting Fees and Services 11 PART IV Item 15 Exhibits, Financial Statement Schedules 12 Item 16 Form 10-K Summary 12

Signatures

Signatures 12 Table of Contents CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING Certain statements and information included in this Annual Report on Form 10-K for the year ended June 30, 2024 (this "Report"), contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the "Securities Act"), Section 21 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the Private Securities Litigation Reform Act of 1995. Forward-looking generally use the words "may," "should," "believe," "expect," "intend," "plan," "anticipate," "likely," "estimate," "potential," "continue," "will," and similar expressions to identify forward-looking statements. Such forward-looking statements, including those concerning our expectations, involve risks, uncertainties and other factors, some of which are beyond our control, which may cause our actual results, performance, or achievements, or industry results to be materially different from any future results, performance, or achievements expressed or implied by such forward-looking statements. Except as required by applicable law, including the securities laws of the United States, we undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise. You are cautioned not to unduly rely on such forward-looking statements when evaluating the information presented in this Report. GLOSSARY OF TERMS AND INDUSTRY DATA "We," "us," "our," "the Registrant," the "Company," and "C2 Blockchain" are synonymous with C2 Blockchain, Inc., unless otherwise indicated. "Bitcoin" — A type of digital asset based on an open source math-based protocol existing onthe Bitcoin Network and utilizing cryptographic security. "Bitcoin Exchange" — An electroni

Business

Item 1. Business. (a) Business Development C2 Blockchain, Inc. was incorporated on June 30, 2021 in the State of Nevada. On June 30, 2021, Levi Jacobson was appointed Chief Executive Officer, Chief Financial Officer, and Director of C2 Blockchain, Inc. On March 31, 2022, the Company entered into a "Agreement and Plan of Merger", whereas it agreed to, and subsequently participated in, a Nevada holding company reorganization pursuant to NRS 92A.180, NRS 92A.200, NRS 92A.230 and NRS 92A.250 ("Reorganization"). The constituent corporations in the Reorganization were American Estate Management Company ("AEMC" or "Predecessor"), C2 Blockchain, Inc. ("Successor" or "CBLO"), and AEMC Merger Sub, Inc. ("Merger Sub"). Our director is, and was, the sole director/officer of each constituent corporation in the Reorganization. C2 Blockchain, Inc. issued 1,000 common shares of its common stock to Predecessor and Merger Sub issued 1,000 shares of its common stock to C2 Blockchain, Inc. immediately prior to the Reorganization. As such, immediately prior to the merger, C2 Blockchain, Inc. became a wholly owned direct subsidiary of American Estate Management Company and Merger Sub became a wholly owned and direct subsidiary of C2 Blockchain, Inc. On March 31, 2022 , Merger Sub filed Articles of Merger with the Nevada Secretary of State. The merger became effective on April 1, 2022 at 4:00 PM PST ("Effective Time"). At the Effective Time, Predecessor was merged with and into Merger Sub (the "Merger), and Predecessor became the surviving corporation. Each share of Predecessor common stock issued and outstanding immediately prior to the Effective Time was converted into one validly issued, fully paid and non-assessable share of C2 Blockchain, Inc.'s ("Successors") common stock. On May 23, 2022, C2 Blockchain, Inc., as successor issuer to American Estate Management Company began a quoted market in its common stock which was the market effective date for our corporate action. The

Risk Factors

Item 1A. Risk Factors. The Company qualifies as a smaller reporting company, as defined by Item 10 of Regulation S-K and, thus, is not required to provide the information required by this Item.

Unresolved Staff Comments

Item 1B. Unresolved Staff Comments. None.

Cybersecurity

Item 1C. Cybersecurity Cybersecurity incidents have the potential to disrupt our business operations, lead to the loss of critical and confidential information, and damage our reputation and financial performance. Given our company's small size, limited staff, and minimal resources, we have not yet developed or implemented specific cybersecurity risk management programs to safeguard the confidentiality, integrity, and availability of our essential systems and data. Currently, the security of our information is managed by Levi Jacobson, our sole officer and director. While Mr. Jacobson believes he can maintain adequate internal security measures at this stage, there is no guarantee that this will prevent potential breaches, disruptions to our operations, or other related issues.

Properties

Item 2. Properties. We currently neither rent nor own any properties. We currently utilize office space and equipment of our management at no cost.

Legal Proceedings

Item 3. Legal Proceedings. From time to time, we may become party to litigation or other legal proceedings that we consider to be a part of the ordinary course of our business. We are not currently involved in legal proceedings that could reasonably be expected to have a material adverse effect on our business, prospects, financial condition, or results of operations. To the best of our knowledge, no adverse legal activity is anticipated or threatened.

Mine Safety Disclosures

Item 4. Mine Safety Disclosures. Not applicable. PART II

Market for Registrant's Common Equity,

Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities. Market Information Our Common Stock is quoted on the OTC Markets Group Inc.'s Pink Open Market. Our ticker symbol is "CBLO". There is currently a limited trading market in the Company's shares of Common Stock. Generally speaking, our shares of common stock are, and have been thinly traded, meaning our shares cannot be easily purchased or sold and have a low volume of shares trading per day which can lead to volatile changes in price per share. Over-the-counter market quotations reflect inter-dealer prices, without retail mark-up, mark-down or commission and may not necessarily represent a ctual transactions. Quarter Ended High Bid Low Bid June 30, 2024 $0.0348 $0.0056 March 31, 2024 $0.04 $0.013 December 31, 2023 $0.073 $0.0111 September 30, 2023 $0.0975 $0.033 June 30, 2023 $0.068 $0.04 March 31, 2023 $0.07 $0.04 December 31, 2022 $0.10 $0.0271 September 30, 2022 $0.13 $0.02 June 30, 2022 $0.42 $0.02 1 We were a party to a corporate reorganization, legally effective as of April 1, 2022. Information regarding this reorganization is detailed herein on page 1. Prior to this reorganization, we have no information to report pursuant to the above table. Holders As of June 30, 2024, and August 20, 2024, the date of this Annual Report, we have 253,936,005 shares of Common Stock, $0.001 par value, issued and outstanding, and 0 shares of Preferred Stock, $0.001 par value, issued and outstanding. We have approximately 29 stockholders of record. Voting Each share of common stock has voting rights of one vote per share. Dividends and Share Repurchases We have not paid any dividends to our stockholders. There are no restrictions, which would limit our ability to pay dividends on common equity or that are likely to do so in the future. Issuer Purchases of Equity Securities None. Equity Compensation P

Selected Financial Data

Item 6. Selected Financial Data. As a "smaller reporting company", we are not required to provide the information required by this Item.

Management's Discussion

Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations. We have not yet commenced any material operations. The Company plans to build a 14 MW Bitcoin mining facility in Georgia U.S. specifically designed for hosting cryptocurrency mining equipment and mining Bitcoin for our own account. Cryptocurrency mining (e.g. bitcoin mining) entails running ASIC (application-specific integrated circuit) servers or other specialized servers which solve a set of prescribed complex mathematical calculations in order to add a block to a blockchain and thereby confirm digital asset transactions. A party which is successful in adding a block to the blockchain is awarded a fixed number of digital assets in return. At this time, we own no real estate. Since our inception, June 30, 2021, we have not generated any revenues. In order to implement our plan of operations for the next twelve-month period, we require a minimum of $200,000 in funding. At present, we plan to to acquire the aforementioned funding from the

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