CBLO 10-K & 10-Q changes, risk factors and insider trading

An investment in our securities involves a high degree of risk. You should carefully consider the risks described below, together with all of the other information contained in this Annual Report on Form 10-K, before deciding whether to invest in our securities. If any of the following risks actually occur, our business, financial condition, and results of operations could be materially and adversely affected. In such a case, the trading price of our common stock could decline, and you could lose part or all of your investment.

There is substantial doubt about our ability to continue as a going concern.

Given our limited operating history, lack of revenues, accumulated losses, and reliance on external financing, there is substantial doubt about our ability to continue as a going concern. If we cannot obtain sufficient funding to cover our operating expenses and pursue our business plan, we may be forced to cease operations, liquidate our assets, or seek bankruptcy protection.

Our short operating history limits the ability to assess future performance.

The Company’s limited operating history provides investors with little basis to evaluate future financial results, operational success, or prospects.

We are a development-stage company and may never generate revenues or achieve profitability.

We are in the early stages of development and have generated no revenues to date except for negligible staking rewards. Our business model and proposed projects, including but not limited to a cryptocurrency mining facility and an AI powered crypto chatbot, remain unproven. Because we have a limited operating history, investors have little basis upon which to evaluate our future prospects. There can be no assurance that we will ever generate revenues beyond staking rewards or achieve profitability.

A significant portion of our assets was held in cryptocurrency, which is highly volatile.

As of June 30, 2025, the Company held approximately $62,474 in Cardano (ADA) tokens. For the year then ended, the Company recognized an impairment expense of $(12,668) on these holdings. The ADA tokens were later sold at a loss of roughly the same amount, and the proceeds were used to acquire DOG Coins. Future changes in the value of DOG Coins or other cryptocurrencies may materially affect the Company’s liquidity, stockholders’ equity, and overall financial results.

We have a history of losses and may continue to incur significant losses in the future.

Subsequent to June 30, 2025, the Company fully divested its ADA token holdings, which resulted in a realized loss approximately equal to the previously recorded impairment expense of $(12,668). While this realized loss has not been audited or reviewed and may ultimately differ, it is expected to be in line with that amount. The proceeds were used to acquire DOG Coins, a Bitcoin-native token built on the Runes protocol that enables the issuance of new digital assets directly on the Bitcoin blockchain. Future realized losses may be greater should the value of DOG Coins or other digital assets decline. We expect to continue incurring operating losses as we pursue our business objectives, and we may never achieve profitability.

We will need to raise additional capital in the future, and we may not be able to obtain financing on favorable terms or at all.

Our business plan requires substantial additional capital for site acquisition, mining equipment purchases, and operating expenses. We expect to rely on future debt or equity financing to fund our operations. There can be no assurance that additional financing will be available to us on favorable terms or at all. If we cannot obtain financing, we may have to delay, scale back, or abandon some or all of our planned activities.

We may, and plan to, issue additional shares of common stock or other securities in the future, which could substantially dilute existing stockholders and adversely affect the market price of our common stock.

We have historically issued, and intend to continue issuing, large numbers of shares of our common stock, both restricted and freely transferable, in connection with private placements, equity financing, or other corporate purposes. Any such issuances could significantly dilute the ownership interests of existing stockholders and may reduce the value of your investment. Investors who purchase shares may experience substantial dilution, and in extreme cases, could lose some or all of their investment. There can be no assurance that future issuances will not depress the market price of our common stock or make it more difficult to sell shares at favorable prices.

We have limited cash reserves, which may impair our ability to meet operating needs.

As of June 30, 2025, our balance of cash and cash equivalents was only $9. This limited liquidity increases the Company’s dependence on external financing to fund operations, and there can be no assurance that such financing will be available on favorable terms or at all.

Liquidity may depend on selling cryptocurrency holdings at favorable prices.

The Company may need to sell digital assets to generate cash. If cryptocurrency markets decline, become illiquid, or trading is otherwise constrained, the Company may be unable to convert its digital assets into cash on favorable terms or at all, which could materially impair its ability to fund operations or meet obligations.

We may face risks related to our reliance on equity sales and related-party financing.

Historical financing has included the sale of equity and loans from related parties. Future reliance on equity issuances or related-party funding could present conflicts of interest and create uncertainty regarding the availability or terms of such support.

We have negative stockholders’ equity, which may limit our ability to continue operations or obtain financing.

As of June 30, 2025, the Company had a negative stockholders’ equity of $8,449. This deficit may limit our ability to obtain financing, cover obligations, or continue operations. There can be no assurance that we will be able to raise sufficient capital to sustain operations.

Realized and unrealized losses on cryptocurrency investments may materially affect our financial statements.

For the year ended June 30, 2025, the Company recorded an impairment expense of approximately $(12,668) related to its ADA holdings (a cryptocurrency) and reported a realized loss of $2 under the line item “Gain (loss) on sale of cryptocurrency.” Subsequent to June 30, 2025, the Company fully divested its ADA holdings, which resulted in a realized loss approximately equal to the previously recorded impairment amount, though the final figure has not been audited or reviewed and may differ. Future realized or unrealized losses, including those related to DOG Coins or other cryptocurrencies, may be significant and could adversely affect the Company’s equity and results of operations.

We may be unable to manage growth or scale operations effectively.

Rapid accumulation of cryptocurrency assets without corresponding operational infrastructure may strain management, internal controls, and oversight. Failure to manage growth could adversely affect our business, financial condition, and results of operations.

Valuation of cryptocurrency holdings involves significant judgments and estimates.

The fair value of digital assets is subject to significant assumptions, and changes in valuation could materially affect reported results and stockholders’ equity.

Our future revenue and/or success depends on our business plan and the value of cryptocurrency.

The Company’s future performance relies on the development and commercialization of the Bitcoin mining facility and the AI-powered crypto chatbot, neither of which has generated revenue and may never be carried out. The Company also holds or may hold digital assets, including DOG Coins and other cryptocurrencies, with the expectation that their value will increase. There can be no assurance that these digital assets will appreciate or even maintain their value. Failure, delay, or unfavorable market conditions could materially affect the Company’s future revenue and/or success and its ability to achieve profitability.

We may never be able to develop, finance, or operate our proposed cryptocurrency mining facility.

We have announced plans to establish a 14-megawatt Bitcoin mining facility in Atlanta, Georgia, but we have not identified or secured a site, purchased equipment, or commenced construction. We may never acquire a site or mining rigs. Establishing such a facility requires significant capital, permits, and infrastructure. Even if financing is available, there is no assurance that we will be able to secure a suitable location on acceptable terms, obtain necessary approvals, or successfully construct and operate the facility. Additionally, other business agenda items may take precedence over these plans, which could further delay or prevent the development of the mining facility.

Our business is highly dependent on the market price of Bitcoin and other cryptocurrencies, which are volatile and may decline significantly.

The success of our planned mining operations, which have not yet commenced, and the value of our digital asset holdings, including DOG Coins, depends heavily on the prevailing market prices of Bitcoin, DOG Coins, and cryptocurrency in general. Cryptocurrency markets are highly volatile, and prices can fluctuate widely in response to various factors, including regulatory developments, technological changes, market sentiment, macroeconomic conditions, and speculative activity. A sustained decline in the prices of Bitcoin, DOG Coins, or other cryptocurrencies could render our planned mining operations unprofitable or our current digital asset holdings significantly less valuable or even worthless.

Future acquisitions of digital assets may result in losses.

The Company may choose to acquire additional cryptocurrencies or other digital assets as part of its business plan or treasury strategy. There can be no assurance that any newly acquired digital assets will retain value, appreciate, or be marketable. Purchases of digital assets that decline significantly in value or become worthless could materially and adversely affect the Company’s financial condition, results of operations, and ability to achieve profitability.

Our internal financial projections for cryptocurrency mining may prove inaccurate and we may not achieve break-even or profitability.

Our estimates regarding the potential profitability of using ASIC S19 XP miners assume certain electricity costs, Bitcoin prices, and equipment performance. These assumptions may prove inaccurate or may change materially over time. As a result, we may not achieve the projected break-even period of 2.5 to 3 years, and our mining operations may not become profitable at all.

We have incurred significant net losses and expect to continue incurring losses in the future.

For the year ended June 30, 2025, the Company reported a net loss of $235,265, with operating expenses significantly exceeding revenues. We may continue to incur substantial losses in the future as we pursue our business objectives, and there can be no assurance that we will ever achieve profitability.

Our mining operations, if developed, would be highly dependent on the availability and cost of electricity.

Cryptocurrency mining is energy-intensive, and profitability depends on access to reliable and cost-effective electricity. Increases in electricity rates, power shortages, or disruptions in energy supply could materially and adversely affect the economics of our planned operations.

Our mining hardware, if acquired, may quickly become obsolete and lose value.

We intend to use ASIC mining rigs, including the S19 XP model, which are subject to rapid technological change. More efficient machines may be introduced by competitors, reducing the competitiveness of our equipment. We may be required to make significant additional investments in new hardware to remain viable, and there is no assurance that such investments would be successful or available to us.

We may never commercialize or generate revenues from our AI-powered crypto chatbot.

Although we announced the beta launch of an AI-powered crypto chatbot in May 2025, development has since been paused, and the project has not generated any revenues. We do not own patents, copyrights, or other intellectual property rights with respect to the chatbot. There is no assurance that we will resume development, commercialize the chatbot, or derive any revenues from this initiative.

Our reliance on DOG Coin as the sole digital asset in our treasury strategy exposes us to concentration and volatility risks.

We have shifted our treasury strategy to focus exclusively on DOG Coin, a meme-driven, community-supported asset built on the Bitcoin blockchain. This concentration increases our exposure to fluctuations in the price, adoption, and cultural relevance of DOG Coin. A significant decline in DOG Coin’s value or demand could materially and adversely affect our financial condition and results of operations.

We rely on third-party custodians and service providers for safeguarding our digital assets, which exposes us to cybersecurity and operational risks.

Our digital assets, including DOG Coin, are stored with or managed by unaffiliated third-party service providers. We have limited ability to monitor or control the cybersecurity practices of these providers. A breach or failure of their systems could result in the partial or total loss of our assets. Unlike bank deposits or securities accounts, digital assets may not be recoverable if stolen or inaccessible, which could materially and adversely impact our financial condition.

We do not maintain a formal cybersecurity risk management program, which increases our vulnerability to cyber threats.

Given our small size and early stage of operations, we have not developed or implemented an enterprise-wide cybersecurity program. Our current measures, such as multi-factor authentication, password protection, and encryption, may not be sufficient to prevent or detect sophisticated cyberattacks. We also lack dedicated cybersecurity personnel and rely on our sole officer and director for oversight. If our systems or those of our providers are compromised, we could suffer irretrievable losses of digital assets, business disruptions, reputational harm, and potential legal liability.

We rely on a single officer and director, which limits our management resources and oversight.

Our sole officer and director, Levi Jacobson, is responsible for all aspects of our management, operations, and oversight, including cybersecurity risk. The lack of additional executive officers, directors, or independent oversight increases our vulnerability to mismanagement, conflicts of interest, and operational inefficiencies. This concentration of responsibility may adversely affect our ability to execute our business plan and respond effectively to challenges.

Our non-binding agreements and letters of intent may never result in completed transactions.

We have entered into non-binding agreements and letters of intent with third parties, including CoinEdge Inc. and A.R.T. Digital Holdings Corp., but we have not consummated any related transactions or made any payments. There is no assurance that these agreements will be finalized or that the proposed transactions will occur on the contemplated terms, if at all. If we are unable to execute these transactions, our growth prospects and business development strategy may be adversely affected.

Changes in laws, regulations, or governmental policies affecting blockchain or digital assets could adversely affect our business.

The regulatory environment surrounding blockchain technology, cryptocurrency mining, and digital assets is uncertain and rapidly evolving. Changes in federal, state, or foreign laws and regulations, or in governmental policies, could increase our costs, restrict our operations, or otherwise adversely affect our ability to conduct business.

Our common stock is quoted on the OTC Markets Group, Inc.’s OTCID tier, which subjects it to volatility, illiquidity, and limited investor interest.

Forward Looking Statements

This section includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, as added by the Private Securities Litigation Reform Act of 1995. These statements are based on management’s current expectations and assumptions, and such statements are subject to risks and uncertainties. There can be no assurance that any of our plans, objectives, or projections will be achieved. It is possible that any of our planned initiatives may not materialize, and investors could lose some or all of their invested capital. Forward-looking statements speak only as of the date they are made, and we do not undertake any obligation to update them unless required by law.

Business Overview

The Company is a development-stage blockchain infrastructure business focused on cryptocurrency mining, digital asset treasury management, and related technology initiatives. While material corporate activities have commenced, the Company remains in the early stages of development and faces significant operational and financial constraints that may affect the timing and scope of its activities.

For a detailed discussion of the Company’s business, plans, and related information, please refer to Item 1 “Business” of this annual report.

Results of Operations (For the Fiscal Year Ended June 30, 2025, and June 30, 2024)

Revenues

During the fiscal year ended June 30, 2025, we generated $185 in revenue from staking rewards, which constituted all of our revenue for that period. These staking rewards were solely earned from holding and staking Cardano (ADA) tokens. Staking rewards, as defined herein, are earnings received for participating in the network’s validation process by locking certain cryptocurrencies to help secure the blockchain and process transactions. During this period, the Company did not hold any Dog Coin (DOG) tokens, and therefore no staking rewards were generated from DOG. During the fiscal year ended June 30, 2024, the Company did not generate any revenue.

Operating Expenses

Our operating expenses for the fiscal year ended June 30, 2025, were $222,780, all of which were general and administrative expenses. This represents an increase compared to operating expenses of $30,020 for the fiscal year ended June 30, 2024, which were also entirely general and administrative expenses. The increase was primarily due to the Company’s increased level of operations, including $84,000 in accrued officer compensation under an employment agreement entered into in February 2025, as well as increased professional and administrative fees.

Other Income (Loss)

During the fiscal year ended June 30, 2025, we recorded a nominal loss of $2 from the sale of cryptocurrency and an impairment loss of $12,668. There was no comparable activity during the fiscal year ended, June 30, 2024.

Our net loss for the fiscal year ended June 30, 2025 was $235,265, compared to a net loss of $30,020 for the fiscal year ended June 30, 2024. The increase in net loss primarily reflects higher operating expenses due to the increased level of operations, including professional and administrative fees and officer compensation.

As of June 30, 2025, the Company had total assets of $75,551 (including $9 in cash, $62,474 in cryptocurrency, all of which was ADA tokens, and $13,068 in prepaid expenses), total liabilities of $84,000 (all accrued officer compensation), and a stockholders’ deficit of $8,449. Net cash used in operating activities was $149,333 for the fiscal year ended June 30, 2025, compared to $30,020 for the fiscal year ended June 30, 2024, reflecting increased corporate expenses and compensation accruals. Net cash used in investing activities was $62,474 for the fiscal year ended June 30, 2025, related to cryptocurrency purchases, with no investing activities in fiscal 2024. Net cash provided by financing activities was $211,786 for the fiscal year ended June 30, 2025, primarily attributable to sales of our common stock, including $223,000 in common stock sales and $50,000 in proceeds for shares payable, partially offset by repayment of a $61,214 related-party loan. In fiscal 2024, financing activities consisted solely of a $30,050 loan from our sole officer and director. We have incurred recurring losses from operations since inception and expect to continue incurring losses until such time as we commence profitable cryptocurrency mining operations or other revenue-generating activities. We will require additional funding, likely through equity financing or related-party contributions, to sustain operations. There can be no assurance that such funding will be available on acceptable terms or at all.

We have incurred recurring losses from operations since inception and expect to continue incurring losses until such time as we commence profitable cryptocurrency mining operations or other revenue-generating activities, including but not limited to digital asset management and related initiatives. Our recurring operating loss, accumulated deficit of $298,184 as of June 30, 2025, and minimal cash balance raise substantial doubt about our ability to continue as a going concern for the next twelve months. Management’s plans include raising additional capital and pursuing our proposed cryptocurrency mining operations; however, there is no assurance that these plans will be successful.

C2 Blockchain, Inc. is a development-stage blockchain infrastructure company focused on digital asset-related initiatives and other blockchain-related opportunities.

During the quarter, the Company also generated limited revenue through the sale of DOG-themed collectible silver medallions. Inventory as of March 31, 2026, consisted entirely of such silver medallions. Management does not currently expect these merchandise activities to continue as a material ongoing business operation, as the sales were primarily conducted as a limited investor and community engagement initiative.

The collectible silver medallions were custom produced through third-party vendors and manufacturers. No related parties were involved in the sourcing, manufacturing, marketing, or sale of the medallions, and no sales were made to insiders or related parties.

Cryptocurrency mining operations have not commenced. The Company continues to evaluate potential mining-related initiatives and opportunities, and no mining operations were active during the quarter.

The Company previously explored development of an AI-powered crypto chatbot project; however, the Company has ceased further development efforts relating to that initiative and it is no longer an active business project.

For the three months ended March 31, 2026, the Company generated total revenue of $17,523 compared to $13 for the three months ended March 31, 2025. Revenue during the three months ended March 31, 2026, consisted entirely of sales of collectible silver medallions.

For the nine months ended March 31, 2026, the Company generated total revenue of $17,567 compared to $13 for the nine months ended March 31, 2025. Revenue during the nine months ended March 31, 2026, consisted primarily of sales of collectible silver medallions, with the remaining amount consisting of nominal staking rewards.

Cost of Sales and Gross Profit

Cost of sales for the three months ended March 31, 2026, and 2025 were $8,162 and $0, respectively. Cost of sales for the nine months ended March 31, 2026, and 2025 were $8,162 and $0, respectively. Cost of sales for the three and nine months ended March 31, 2026, consisted entirely of costs associated with collectible silver medallion sales.

Gross profit for the three months ended March 31, 2026, and 2025 was $9,361 and $13, respectively. Gross profit for the nine months ended March 31, 2026, and 2025 was $9,405 and $13, respectively. The increases in revenue and gross profit were primarily attributable to collectible silver medallion sales.

During the nine months ended March 31, 2026, the Company issued 45,000,000 shares of common stock to Mendel Holdings LLC, an entity controlled by the Company’s sole officer and director, in connection with services rendered to the Company. The Company also issued 4,500,000 shares of Series A Preferred Stock to the Company’s sole officer and director in connection with services rendered to the Company and the restructuring and realignment of existing ownership and control interests.

The Company also incurred consulting expenses of approximately $215,900 payable to Simple Simon Says LLC, an entity controlled by the father of the Company’s sole officer and director.

The increase in net loss for the three months ended March 31, 2026 was primarily attributable to substantial non-cash stock-based compensation expense, consulting expenses, professional fees, interest expense associated with convertible instruments, and losses associated with changes in the fair value of cryptocurrency holdings, partially offset by non-cash gains from changes in the fair value of derivative liabilities.

The increase in net loss for the nine months ended March 31, 2026, was primarily attributable to substantial non-cash stock-based compensation expense, consulting expenses, professional fees, interest expense associated with convertible instruments and debt discounts, derivative-related accounting adjustments, and losses associated with changes in the fair value of cryptocurrency holdings.

As of March 31, 2026, the Company had a stockholders’ deficit of $(213,310) compared to a stockholders’ deficit of $(8,449) as of June 30, 2025.

Subsequent to March 31, 2026, the Company issued a convertible promissory note to Labrys Fund II, L.P. in the principal amount of $120,000, reflecting proceeds to the Company of $100,000 after an original issue discount of $20,000.

Subsequent to March 31, 2026, the Company also raised additional capital through issuances of common stock to accredited investors for aggregate proceeds of approximately $38,000.

The Company has incurred recurring losses from operations and has limited cash resources. Management believes additional financing or capital raising activities will be required to fund ongoing operations and pursue future business initiatives. The Company may also rely on future financial support, loans, or capital contributions from its sole officer and director and related parties, including entities affiliated with its sole officer and director. However, there is no binding commitment requiring such support, and there can be no assurance that additional financing or support will be available on acceptable terms, if at all.

Critical Accounting Estimates

The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes thereto. Significant estimates include the valuation of stock-based compensation, derivative liabilities, and digital asset holdings. Actual results could differ materially from such estimates.