UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
FOR
THE QUARTERLY PERIOD ENDED
OR
| [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from to
COMMISSION FILE NUMBER:
(Exact name of registrant as specified in its charter)
|
(State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification No.) | ||
|
c/o Levi Jacobson 123 SE 3rd Ave, #130 Miami, Florida |
33131 | ||
| (Address of Principal Executive Offices) | (Zip Code) |
Issuer's telephone number: (888) 437-3432
Indicate by check mark whether the registrant
(1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding 12 months (or for such
shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for
the past 90 days. [X]
Indicate by check mark whether the registrant
has submitted electronically and posted on its corporate web site, if any, every Interactive Data File required to be submitted
and posted pursuant to Rule 405 of Regulation S-T (Section 232.405 of this chapter) during the preceding 12 months (or for such
shorter period that the registrant was required to submit and post such files). [X]
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer ☐ | Accelerated filer ☐ | |||
| Smaller reporting company |
Emerging growth company |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [ ]
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
[ ] Yes [X]
Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.
As of May 15, 2025, there were shares of common stock issued and outstanding.
-1-
INDEX
-2-
PART I - FINANCIAL INFORMATION
C2 Blockchain, Inc.
Balance Sheet
March 31, 2025 (Unaudited) |
June 30, 2024 | ||||
| ASSETS | |||||
| Cash and cash equivalents | $ | $ | |||
| Cryptocurrency | |||||
| Total Current Assets | $ | $ | |||
| TOTAL ASSETS | $ | $ | |||
| LIABILITIES AND STOCKHOLDERS’ DEFICIT | |||||
| CURRENT LIABILITIES | |||||
| Accrued liabilities | $ | $ | |||
| Loan to Company - related party | $ | $ | | ||
| TOTAL LIABILITIES | $ | $ | | ||
| Stockholders’ Equity (Deficit) | |||||
| Preferred stock ($ par value, shares authorized; none issued and outstanding as of March 31, 2025 and June 30, 2024) | |||||
| Common stock ($ par value, shares authorized, and shares issued and outstanding as of March 31, 2025 and June 30, 2024, respectively) | | ||||
| Additional paid-in capital | ( |
( | |||
| Shares payable | |||||
| Accumulated deficit | ( |
( | |||
| Accumulated other comprehensive income | ( |
||||
| Total Stockholders’ Equity (Deficit) | ( |
( | |||
| TOTAL LIABILITIES & STOCKHOLDERS’ EQUITY (DEFICIT) | $ | $ |
The accompanying notes are an integral part of these unaudited financial statements.
F-1
C2 Blockchain, Inc.
Statement of Operations
(Unaudited)
| Three Months Ended March 31, 2025 | Three Months Ended March 31, 2024 | Nine Months Ended March 31, 2025 | Nine Months Ended March 31, 2024 | ||||||||||
| Revenue | |||||||||||||
| Staking rewards | $ | $ | $ | $ | |||||||||
| Total revenue | |||||||||||||
| Operating expenses | |||||||||||||
| General and administrative expenses | $ | $ | $ | $ | |||||||||
| Total operating expenses | |||||||||||||
| Operating Income (Loss) | $ | ( |
$ | ( |
$ | ( |
$ | ( |
|||||
| Other Income/(Loss) | |||||||||||||
| Gain(Loss) on sale of cryptocurrency | $ | $ | $ | $ | |||||||||
| Total Other Income (Loss) | |||||||||||||
| Net loss | $ | ( |
$ | ( |
$ | ( |
$ | ( |
|||||
| Other Comprehensive Income (Loss) | |||||||||||||
| Unrealized gain (loss) on investment | $ | ( |
$ | $ | ( |
$ | |||||||
| Total Other Comprehensive Income (Loss) | ( |
( |
( |
( |
|||||||||
| Basic and Diluted net loss per common share | $ | ( |
$ | ( |
$ | ( |
$ | ( |
|||||
| Weighted average number of common shares outstanding - Basic and Diluted |
The accompanying notes are an integral part of these unaudited financial statements.
F-2
C2 Blockchain, Inc.
Statement of Changes is Stockholder (Deficit)
For the Period June 30, 2024 to March 31, 2025
(Unaudited)
| Common Shares | Par Value Common Shares | Additional Paid-in Capital | Shares Payable | Accumulated Other Comprehensive Income | Accumulated Deficit | Total | |||||||||
| Balances, June 30, 2024 | 253,936,005 | $ | $ | ( |
$ | $ |
|
$ | ( |
$ | (61,184) | ||||
| Net loss | - | ( |
(7,784) | ||||||||||||
| Balances, September 30, 2024 | 253,936,005 | $ | $ | ( |
$ | $ | $ | ( |
$ | (68,968) | |||||
| Net loss | - | ( |
(4,780) | ||||||||||||
| Balances, December 31, 2024 | 253,936,005 | $ | $ | ( |
$ | $ | $ | ( |
$ | (73,748) | |||||
| Common shares sold | 8,000,000 | 110,000 | |||||||||||||
| Cash received for shares not yet issued | - | 28,000 | |||||||||||||
| Unrealized loss on investment | - | ( |
(2,996) | ||||||||||||
| Net loss | - | ( |
(100,611) | ||||||||||||
| Balances, March 31, 2025 | 264,736,005 | $ | $ | ( |
$ | ( |
$ | ( |
$ | ( |
$ | (39,355) |
C2 Blockchain, Inc.
Statement of Changes is Stockholder (Deficit)
For the Period June 30, 2023 to March 31, 2024
(Unaudited)
| Common Shares | Par Value Common Shares | Additional Paid-in Capital | Accumulated Deficit | Total | ||||||||
| Balances, June 30, 2023 | 253,936,005 | $ | $ | ( |
$ | ( |
$ | ( |
||||
| Net loss | - | ( |
( |
|||||||||
| Balances, September 30, 2023 | 253,936,005 | $ | $ | ( |
$ | ( |
$ | ( |
||||
| Net loss | - | ( |
( |
|||||||||
| Balances, December 31, 2023 | 253,936,005 | $ | $ | ( |
$ | ( |
$ | ( |
||||
| Net loss | - | ( |
( |
|||||||||
| Balances, March 31, 2024 | 253,936,005 | $ | $ | ( |
$ | ( |
$ | ( |
The accompanying notes are an integral part of these unaudited financial statements.
F-3
C2 Blockchain, Inc.
Statement of Cash Flows
(Unaudited)
For the Nine Months Ended March 31, 2025 |
For the Nine Months Ended March 31, 2024 | ||||
| CASH FLOWS FROM OPERATING ACTIVITIES | |||||
| Net loss | $ | ( |
$ | ( | |
| Adjustment to reconcile net loss to net cash used in operating activities: | |||||
| Accrued expenses | |||||
| Changes in current assets and liabilities: | |||||
| Net cash used in operating activities | ( |
( | |||
| CASH FLOWS FROM INVESTING ACTIVITIES | |||||
| Cash paid for cryptocurrency | $ | ( |
$ | ||
| Net cash used in investing activities | ( |
$ | |||
| CASH FLOWS FROM FINANCING ACTIVITIES | |||||
| Proceeds from the sale of common shares | $ | $ | |||
| Cash received for shares not yet issued | |||||
| Loan to company - related party | $ | | |||
| Payments to reduce loan from related party | $ | ( |
$ | ||
| Net cash provided by financing activities | |
| |||
| Net change in cash | $ | $ | |||
| Beginning cash balance | |||||
| Ending cash balance | $ | $ | |||
| SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION: | |||||
| Interest paid | $ | $ | |||
| Income taxes paid | $ | $ |
The accompanying notes are an integral part of these unaudited financial statements.
F-4
C2 Blockchain, Inc.
Notes to the Unaudited Financial Statements
Note 1 - Organization and Description of Business
C2 Blockchain, Inc. was incorporated on June 30, 2021, in the State of Nevada.
Currently, Mendel Holdings, LLC, a Delaware Limited Liability Company, owned and controlled by Levi Jacobson, our sole director is our controlling shareholder, owning 200,000,000 shares of our common stock.
The Company’s business plan is to concentrate on cryptocurrency related investments and development opportunities including but not limited to cryptocurrency mining, primarily for Bitcoin, for our own account, investments in private and/or public entities, joint ventures and acquisitions of blockchain related companies.
C2 Blockchain, Inc. is seeking to buy real estate in the state of Georgia and construct a warehouse for hosting a data center to include an undetermined certain number of application specific integrated circuit miners (“ASICs”). The number of ASIC’s we may purchase in the future will depend upon our future financial condition.
The Company has elected June 30th as its year end.
Note 2 - Summary of Significant Accounting Policies
Basis of Presentation
This summary of significant accounting policies is presented to assist in understanding the Company's financial statements. These accounting policies conform to accounting principles, generally accepted in the United States of America, and have been consistently applied in the preparation of the financial statements.
Use of Estimates
The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. In the opinion of management, all adjustments necessary in order to make the financial statements not misleading have been included. Actual results could differ from those estimates.
Cash and Cash Equivalents
The Company considers all highly
liquid investments with an original maturity of three months or less when purchased to be cash equivalents. Cash and cash equivalents
at March 31, 2025, and June 30, 2024 were $
Comprehensive income or loss
ASC Topic 220, “Comprehensive Income”, establishes standards for reporting and display of comprehensive income or loss, its components and accumulated balances. Comprehensive income or loss as defined includes all changes in equity during a period from non-owner sources. Accumulated comprehensive income, as presented in the accompanying consolidated statements of shareholders’ equity consists of changes in unrealized gains and losses on foreign currency translation.
Revenue recognition
The Company adopted ASC 606 – Revenue from contracts with Customers: (1) identify the contract with a customer; (2) identify the performance obligations in the contract; (3) determine the transaction price; (4) allocate the transaction price to each performance obligation in the contract; and (5) recognize revenue when each performance obligation is satisfied.
Income Taxes
The Company accounts for income taxes under ASC 740, “Income Taxes.” Under the asset and liability method of ASC 740, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period the enactment occurs. A valuation allowance is provided for certain deferred tax assets if it is more likely than not that the Company will not realize tax assets through future operations. No deferred tax assets or liabilities were recognized at March 31, 2025 and June 30, 2024.
F-5
The Company computes basic and diluted earnings (loss) per share in accordance with ASC Topic 260, Earnings per Share. Basic earnings (loss) per share is computed by dividing net income (loss) by the weighted average number of common shares outstanding during the reporting period. Diluted earnings (loss) per share reflects the potential dilution that could occur if stock options and other commitments to issue common stock were exercised or equity awards vest resulting in the issuance of common stock that could share in the earnings of the Company.
The Company does not have any potentially dilutive instruments as of March 31, 2025, and, thus, anti-dilution issues are not applicable.
Fair Value of Financial Instruments
The Company’s balance sheet includes certain financial instruments. The carrying amounts of current assets and current liabilities approximate their fair value because of the relatively short period of time between the origination of these instruments and their expected realization.
ASC 820, Fair Value Measurements and Disclosures, defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. ASC 820 also establishes a fair value hierarchy that distinguishes between (1) market participant assumptions developed based on market data obtained from independent sources (observable inputs) and (2) an entity’s own assumptions about market participant assumptions developed based on the best information available in the circumstances (unobservable inputs). The fair value hierarchy consists of three broad levels, which gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3). The three levels of the fair value hierarchy are described below:
- Level 1 - Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities.
- Level 2 - Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly, including quoted prices for similar assets or liabilities in active markets; quoted prices for identical or similar assets or liabilities in markets that are not active; inputs other than quoted prices that are observable for the asset or liability (e.g., interest rates); and inputs that are derived principally from or corroborated by observable market data by correlation or other means.
- Level 3 - Inputs that are both significant to the fair value measurement and unobservable.
Fair value estimates discussed herein are based upon certain market assumptions and pertinent information available to management as of March 31, 2025. The respective carrying value of certain on-balance-sheet financial instruments approximated their fair values due to the short-term nature of these instruments. These financial instruments include accrued expenses.
Related Parties
The Company follows ASC 850, Related Party Disclosures, for the identification of related parties and disclosure of related party transactions.
Share-Based Compensation
ASC 718, “Compensation – Stock Compensation”, prescribes accounting and reporting standards for all share-based payment transactions in which employee services are acquired. Transactions include incurring liabilities, or issuing or offering to issue shares, options, and other equity instruments such as employee stock ownership plans and stock appreciation rights. Share-based payments to employees, including grants of employee stock options, are recognized as compensation expense in the financial statements based on their fair values. That expense is recognized over the period during which an employee is required to provide services in exchange for the award, known as the requisite service period (usually the vesting period).
The Company accounts for stock-based compensation issued to non-employees and consultants in accordance with the provisions of ASC 505-50, “Equity – Based Payments to Non-Employees.” Measurement of share-based payment transactions with non-employees is based on the fair value of whichever is more reliably measurable: (a) the goods or services received; or (b) the equity instruments issued. The fair value of the share-based payment transaction is determined at the earlier of performance commitment date or performance completion date.
The Company had no stock-based compensation plans as of March 31, 2025, and June 30, 2024.
The Company’s stock-based compensation for the periods ended March 31, 2025, and March 31, 2024, was $0 for both periods.
Recently Issued Accounting Pronouncements
The Company has implemented all new accounting pronouncements that are in effect and that may impact its financial statements and does not believe that there are any other new pronouncements that have been issued that might have a material impact on its financial position or results of operations.
F-6
Note 3 - Going Concern
The Company’s financial statements are prepared in accordance with generally accepted accounting principles applicable to a going concern that contemplates the realization of assets and liquidation of liabilities in the normal course of business.
The Company demonstrates adverse conditions that raise substantial doubt about the Company's ability to continue as a going concern for one year following the issuance of these financial statements. These adverse conditions are negative financial trends, specifically operating loss, working capital deficiency, and other adverse key financial ratios.
The Company has not established any source of revenue to cover its operating costs. Management plans to fund operating expenses with related party contributions to capital. There is no assurance that management's plan will be successful. The financial statements do not include any adjustments relating to the recoverability and classification of recorded assets, or the amounts and classification of liabilities that might be necessary in the event that the Company cannot continue as a going concern.
Note 4 - Income Taxes
Potential benefits of income tax losses are not recognized in the accounts until realization is more likely than not. In assessing the realization of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. The Company has incurred a net operating loss carryforward of $175,694 which begins expiring in 2041. The Company has adopted ASC 740, “Accounting for Income Taxes”, as of its inception. Pursuant to ASC 740 the Company is required to compute tax asset benefits for non-capital losses carried forward. The potential benefit of the net operating loss has not been recognized in these financial statements because the Company cannot be assured it is more likely than not it will utilize the loss carried forward in future years.
On December 22, 2017, the Tax Cuts and Jobs Act of 2017 was signed into law. This legislation reduced the federal corporate tax rate from the previous 35% to 21%.
Due to the change in ownership provisions of the Tax Reform Act of 1986, net operating loss carry forwards for Federal income tax reporting purposes are subject to annual limitations. Should a change in ownership occur, net operating loss carryforwards may be limited as to use in future years.
Note 5 - Commitments and Contingencies
The Company follows ASC 450-20, Loss Contingencies, to report accounting for contingencies. Liabilities for loss contingencies arising from claims, assessments, litigation, fines and penalties and other sources are recorded when it is probable that a liability has been incurred and the amount of the assessment can be reasonably estimated. There were no commitments or contingencies as of March 31, 2025, and June 30, 2024, except for the following: on February 1, 2025, the Company entered into an employment agreement with our sole officer and director, Levi Jacobson, which details base salary to be paid as well as bonus payments based on benchmarks.
Note 6 - Cryptocurrency
During the period
ended March 31, 2025, the Company paid cash totaling $
Note 7 - Accrued Expenses
During the period
ended March 31, 2025, the Company accrued two months’ salary, totaling $
Note 8 - Shareholder Equity
Preferred Stock
The authorized preferred stock of the Company consists of 20,000,000 shares with a par value of $0.001. There were no shares issued and outstanding as of March 31, 2025, and June 30, 2024.
Common Stock
The authorized common stock of the Company consists of 500,000,000 shares with a par value of $0.001. There were 261,936,005 and 253,936,005 shares of common stock issued and outstanding as of March 31, 2025 and June 30, 2024, respectively.
During the period ended March 31, 2025, the Company sold an aggregate of 8,000,000 shares of common stock to three shareholders at a price of $0.01 per share, for total proceeds of $70,000. These shares were sold pursuant to the Company’s qualified Regulation A+ Tier II offering.
Additionally, the Company sold 1,000,000 shares of restricted common stock at a price of $0.04 per share to an accredited investor in a private placement transaction, for total proceeds of $40,000. This transaction was exempt from registration under Section 4(a)(2) of the Securities Act of 1933 and Rule 506(b) of Regulation D promulgated thereunder.
Shares payable
During the period ended March 31, 2025, the Company received a total of $ from two prospective shareholders for the purchase of common stock. As of March 31, 2025, these subscribed shares had not yet been issued.
Note 9 - Related-Party Transactions
Loan
The Company’s sole officer
and director, Levi Jacobson, paid expenses on behalf of the company totaling $
The
Company’s sole officer and director, Levi Jacobson, advanced cash totaling $50 to the Company and paid expenses on behalf of the
Company totaling $
The Company’s sole officer and director, Levi Jacobson, paid expenses
on behalf of the company totaling $
Office Space
We utilize the home office space and equipment of our management at no cost.
Note 10 - Subsequent Events
Subsequent to the period ended March
31, 2025, 2.8 million shares of common stock were issued to two shareholders for total proceeds of $ (see Note 8 – Shares
Payable). Also, the Company sold Reg A shares of common stock to one shareholder for proceeds totaling $40,000. In addition,
the Company made loan repayments to reduce the related party loan payable to our sole director, Levi Jacobson totaling $
The results for the three and nine months ended March 31, 2025 are not necessarily indicative of the results of operations for the full year. These financial statements and related footnotes should be read in conjunction with the financial statements and footnotes thereto included in the Company’s Annual Report on Form 10-K for the year ended June 30, 2024, filed with the Securities and Exchange Commission on August 20, 2024.
F-7
| ITEM 2 | MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS |
Forward-Looking Statements
Certain statements, other than purely historical information, including estimates, projections, statements relating to our business plans, objectives, and expected operating results, and the assumptions upon which those statements are based, are “forward-looking statements.”
These forward-looking statements generally are identified by the words “believes,” “project,” “expects,” “anticipates,” “estimates,” “intends,” “strategy,” “plan,” “may,” “will,” “would,” “will be,” “will continue,” “will likely result,” and similar expressions.
Forward-looking statements are based on current expectations and assumptions that are subject to risks and uncertainties which may cause actual results to differ materially from the forward-looking statements. Our ability to predict results or the actual effect of future plans or strategies is inherently uncertain. Factors which could have a material adverse effect on our operations and future prospects on a consolidated basis include, but are not limited to: changes in economic conditions, legislative/regulatory changes, availability of capital, interest rates, competition, and generally accepted accounting principles. These risks and uncertainties should also be considered in evaluating forward-looking statements and undue reliance should not be placed on such statements.
Company Overview
C2 Blockchain, Inc. has commenced initial operations and is pursuing plans to develop a 14-megawatt (MW) Bitcoin mining facility in Georgia, U.S. The Company’s goal is to mine Bitcoin using ASIC hardware to validate blockchain transactions and earn digital asset rewards.
The facility is expected to utilize prefabricated mining containers for rapid deployment and operational efficiency. However, development remains speculative and entirely dependent on the Company’s ability to obtain sufficient funding. To date, no land has been acquired, and construction has not begun.
Key objectives - subject to securing adequate funding - include:
- Acquiring land for the 14MW mining facility
- Procuring and deploying mining infrastructure
- Partnering with energy providers for cost-effective, sustainable power
To support these plans, the Company is actively seeking to raise capital through a Tier II Regulation A Offering. There is no assurance that the fundraising efforts will be successful or that the Company will obtain the funding necessary to implement its business plan.
Separately, on March 9, 2025, the Company entered into a non-binding Shareholder Agreement to invest $100,000 in CoinEdge Inc. in exchange for a 10% equity stake. The investment, expected to close in the coming months, provides voting rights but no profit-sharing, operational control, or intellectual property ownership. CoinEdge will retain full control and provide quarterly financial reporting. C2 Blockchain will be subject to certain restrictions if it exits the investment.
In order to implement our planned operations for the next twelve months, we estimate that we will require a minimum of $200,000 in funding. This amount is an estimate and is subject to change. The actual funding required may exceed this estimate due to various factors, including but not limited to ongoing operational expenses, unforeseen costs, or items not fully anticipated in our initial budget.
We currently intend to raise this capital through the sale of our common stock in a Tier II Regulation A Offering, which we are conducting at this time. The timing and amount of funds we are able to raise through the Offering will directly impact the number of Bitcoin mining computers we may purchase or lease and our ability to scale operations.
There can be no assurance that we will successfully raise the necessary capital through this Offering. If we are unable to raise adequate funds, we may need to seek alternative sources of financing. The scalability and execution of our business plan are dependent on our ability to secure sufficient funding, and as of now, we do not have the required funding to fully implement our business plan.
Liquidity and Capital Resources
As of March 31, 2025, our cash balance is $20,796, an increase from $30 as of June 30, 2024. Additionally, as of March 31, 2025, we hold cryptocurrency valued at $16,417.
Our total assets as of March 31, 2025, amounted to $37,213, consisting entirely of cash and cryptocurrency. In comparison, as of June 30, 2024, our total assets were $30, which were solely in cash and cash equivalents.
We currently rely on our sole officer and director, Levi Jacobson, for funding. However, Mr. Jacobson has no formal commitment, arrangement, or legal obligation to provide financial support to the company.
To implement our operational plan over the next twelve months, we will require additional funding. As a start-up with limited operational history, we face uncertainty in securing sufficient financial resources. After the twelve-month period, we may need further financing but currently do not have any formal arrangements for this funding, aside from the Tier II Offering mentioned above. However, there is no assurance that the offering will generate enough funds to fully execute our business strategy.
If we are unable to raise the necessary funds, we may be forced to suspend operations until we can secure additional financing, or, in the worst case, cease operations entirely.
The Company’s sole officer and director, Levi Jacobson, paid expenses on behalf of the company totaling $30,050 during the period ended June 30, 2024. These payments are considered as a loan to the Company which is noninterest-bearing, unsecured and payable on demand. As of June 30, 2024, the related party loan to the Company totaled $61,214.
The Company’s sole officer and director, Levi Jacobson, advanced cash totaling $50 to the Company and paid expenses on behalf of the Company totaling $12,504 during the period ended December 31, 2024. These payments are considered as a loan to the Company which is noninterest-bearing, unsecured and payable on demand. As of December 31, 2024, the related party loan to the Company totaled $73,768.
The Company’s sole officer and director, Levi Jacobson, paid expenses on behalf of the company totaling $5,550 during the period ended March 31, 2025. These payments are considered as a loan to the Company which is noninterest-bearing, unsecured and payable on demand. During the period ended March 31, 2025, the Company made payments to our sole officer and director, Levi Jacobson, to reduce the loan by a total of $24,646. As of March 31, 2025, the related party loan to the Company totaled $36,568.
Liabilities
As of March 31, 2025, the Company had total liabilities of $76,568, compared to $61,214 as of June 30, 2024. The liabilities as of March 31, 2025 consisted of $40,000 in accrued liabilities related to deferred salary owed to Mr. Jacobson, our CEO, and $36,568 in a related-party loan from Mr. Jacobson to the Company. As of June 30, 2024, the Company’s total liabilities were comprised of $61,214, which was solely attributable to the related-party loan from Mr. Jacobson.
Employment Agreement
The Company entered into an Employment Agreement with Levi Jacobson, effective February 1, 2025, for him to serve as the Chief Executive Officer (CEO). Under the agreement, Mr. Jacobson will receive a base salary of $20,000 per month ($240,000 annually), along with eligibility for a performance-based bonus of up to $250,000 annually. The bonus is contingent upon achieving specific operational milestones set by the Board of Directors, such as uplisting the company, securing financing, achieving revenue growth, or completing key acquisitions. The Board may also grant equity-based awards, such as stock options or restricted stock units, in accordance with the company’s equity incentive plan.
In addition to salary and bonuses, Mr. Jacobson will be entitled to participate in company-sponsored benefits available to senior executives, including health insurance and retirement plans. He will also be reimbursed for reasonable business expenses. The employment is at-will, meaning either party can terminate the relationship at any time, with or without cause. However, if terminated without cause, Mr. Jacobson is entitled to severance pay equal to three months of his base salary, subject to the execution of a separation agreement.
The agreement includes confidentiality provisions, requiring Mr. Jacobson to protect the company’s proprietary information during and after his employment. Furthermore, for 12 months following termination, Mr. Jacobson is prohibited from engaging in any business that directly competes with the company. The agreement is governed by the laws of the State of Nevada and supersedes any prior agreements or understandings.
As of March 31, 2025, the Company has not made any payments to Mr. Jacobson under the Employment Agreement. However, the Company has accrued $40,000 in deferred salary expenses related to Mr. Jacobson's compensation.
Results of Operations
For the three months ended March 31, 2025, the Company reported revenue of $13 in “cryptocurrency incentives” (staking rewards), compared to no revenue for the three months ended March 31, 2024. Operating expenses for the three months ended March 31, 2025, were $100,624, up from $3,980 for the three months ended March 31, 2024, leading to an operating loss of $100,611, compared to a loss of $3,980 for the same period in 2024. The variance is attributable to an increase in increased levels of operations.
For the nine months ended March 31, 2025, revenue was $13, with operating expenses totaling $113,188, compared to $17,490 for the nine months ended March 31, 2024. The operating loss for the nine months ended March 31, 2025, was $113,175, compared to a loss of $17,490 for the nine months ended March 31, 2024. The variance is also attributable to an increase in increased levels of operations.
The Company reported a net loss of $100,611 for the three months ended March 31, 2025, compared to $3,980 for the three months ended March 31, 2024. For the nine months ended March 31, 2025, the net loss was $113,175, compared to $17,490 for the nine months ended March 31, 2024. The Company also recorded an unrealized loss on investment of $2,996 for both the three and nine months ended March 31, 2025. As a result, total comprehensive loss for the three months ended March 31, 2025, was $103,607 (compared to $3,980 for the three months ended March 31, 2024) and $116,171 for the nine months ended March 31, 2025 (compared to $17,490 for the nine months ended March 31, 2024).
Sales of Stock
During the period ended March 31, 2025, the Company sold an aggregate of 8,000,000 shares of common stock to three shareholders at a price of $0.01 per share, for total proceeds of $70,000. These shares were sold pursuant to the Company’s qualified Regulation A+ Tier II offering.
Additionally, the Company sold 1,000,000 shares of restricted common stock at a price of $0.04 per share to an accredited investor in a private placement transaction, for total proceeds of $40,000. This transaction was exempt from registration under Section 4(a)(2) of the Securities Act of 1933 and Rule 506(b) of Regulation D promulgated thereunder.
During the same period, the Company received a total of $28,000 from two prospective shareholders for the purchase of common stock. As of March 31, 2025, these subscribed shares had not yet been issued.
Going Concern
The Company’s financial statements are prepared in accordance with generally accepted accounting principles applicable to a going concern that contemplates the realization of assets and liquidation of liabilities in the normal course of business.
The Company demonstrates adverse conditions that raise substantial doubt about the Company's ability to continue as a going concern for one year following the issuance of these financial statements. These adverse conditions are negative financial trends, specifically operating loss, working capital deficiency, and other adverse key financial ratios.
The Company has not established any source of revenue to cover its operating costs. Management plans to fund operating expenses with related party contributions to capital. There is no assurance that management's plan will be successful. The financial statements do not include any adjustments relating to the recoverability and classification of recorded assets, or the amounts and classification of liabilities that might be necessary in the event that the Company cannot continue as a going concern.
| ITEM 3 | QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK |
As a smaller reporting company, as defined in Rule 12b-2 of the Exchange Act, we are not required to provide the information called for by this Item.
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| ITEM 4 | CONTROLS AND PROCEDURES |
Management’s Report on Disclosure Controls and Procedures
We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our reports filed under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission's rules and forms, and that such information is accumulated and communicated to our management, including our chief executive officer and our chief financial officer, Levi Jacobson, (who is acting as our principal executive officer, principal financial officer and principle accounting officer) to allow for timely decisions regarding required disclosure.
As of March 31, 2024, we carried out an evaluation, under the supervision of our chief executive officer, who also serves as our chief financial officer, of the effectiveness of the design and the operation of our disclosure controls and procedures. Our sole officer concluded that the disclosure controls and procedures were not effective as of the end of the period covered by this report due to material weaknesses identified below.
The matters involving internal controls and procedures that our management considered to be material weaknesses under the standards of the Public Company Accounting Oversight Board were: domination of management by a single individual without adequate compensating controls, lack of a majority of outside directors on board of directors, resulting in ineffective oversight in the establishment and monitoring of required internal controls and procedures; inadequate segregation of duties consistent with control objectives, and lack of an audit committee. These material weaknesses were identified by our Chief Executive Officer who also serves as our Chief Financial Officer in connection with the above evaluation.
Inherent limitations on effectiveness of controls
Internal control over financial reporting has inherent limitations which include but is not limited to the use of independent professionals for advice and guidance, interpretation of existing and/or changing rules and principles, segregation of management duties, scale of organization, and personnel factors. Internal control over financial reporting is a process which involves human diligence and compliance and is subject to lapses in judgment and breakdowns resulting from human failures. Internal control over financial reporting also can be circumvented by collusion or improper management override. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements on a timely basis, however these inherent limitations are known features of the financial reporting process and it is possible to design into the process safeguards to reduce, though not eliminate, this risk. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation. Projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Changes in Internal Control over Financial Reporting
There have been no changes in our internal controls over financial reporting that have occurred for the fiscal quarter ended March 31, 2025, that have materially or are reasonably likely to materially affect, our internal controls over financial reporting.
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PART II-OTHER INFORMATION
| ITEM 1 | LEGAL PROCEEDINGS |
There are no legal proceedings against the Company and the Company is unaware of such proceedings contemplated against it.
| ITEM 1A | RISK FACTORS |
As a smaller reporting company, as defined in Rule 12b-2 of the Exchange Act, we are not required to provide the information called for by this Item.
| ITEM 2 | UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS |
On February 20, 2025, the Company issued 1,000,000 shares of restricted common stock at a price of $0.04 per share to an accredited investor in a private placement transaction exempt from registration under Section 4(a)(2) of the Securities Act of 1933 and Rule 506(b) of Regulation D promulgated thereunder. No underwriting discounts or commissions were paid in connection with the issuance. The proceeds from this transaction will be used for general corporate purposes and working capital.
| ITEM 3 | DEFAULTS UPON SENIOR SECURITIES |
None.
| ITEM 4 | MINE SAFETY DISCLOSURES |
Not applicable.
| ITEM 5 | OTHER INFORMATION |
None.
| ITEM 6 | EXHIBITS |
| Exhibit No. | Description | |
| 3.1 | Certificate of Incorporation, as amended (1) | |
| 3.2 | Amended and Restated Bylaws (2) | |
| 31 | Certification of the Company’s Principal Executive and Principal Financial Officer pursuant to the Securities Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. (3) | |
| 32 | Certification of the Company’s Principal Executive and Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 20022. (3) | |
| 101.INS | Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document). | |
| 101.SCH | Inline XBRL Taxonomy Extension Schema | |
| 101.CAL | Inline XBRL Taxonomy Extension Calculation Linkbase | |
| 101.DEF | Inline XBRL Taxonomy Extension Definition Linkbase | |
| 101.LAB | Inline XBRL Taxonomy Extension Label Linkbase | |
| 101.PRE | Inline XBRL Taxonomy Extension Presentation Linkbase | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | |
| (1) | Filed as an exhibit to the Company's Registration Statement on Form 10-12G, as filed with the SEC on September 16, 2021, and incorporated herein by this reference. |
| (2) | Filed as an exhibit to the Company's Registration Statement on Form 1-A, as filed with the SEC on July 5, 2023 and incorporated herein by this reference. |
| (3) | Filed herewith. |
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SIGNATURES
In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, there unto duly authorized.
C2 Blockchain, Inc.
(Registrant)
By: /s/ Levi Jacobson
Name: Levi Jacobson
Chief Executive Officer and Chief Financial Officer
Dated: May 15, 2025
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