C2 Blockchain, Inc. SEC 10-K Report

C2 Blockchain, Inc., a development-stage company focused on cryptocurrency mining and digital asset investments, has released its Form 10-K report. The report provides a comprehensive overview of the company's financial performance, business operations, strategic initiatives, and the challenges it faces in the rapidly evolving cryptocurrency market.

Financial Highlights

• Total Revenue: $0.000185 million, generated entirely from staking rewards of Cardano (ADA) tokens.
• Operating Income (Loss): $(0.222595) million, reflecting increased general and administrative expenses due to higher operational levels.
• Net Loss: $(0.235265) million, primarily due to increased operating expenses and an impairment loss on cryptocurrency.
• Basic and Diluted Net Loss Per Common Share: $(0.00), consistent with the previous fiscal year.

Business Highlights

• Business Development: C2 Blockchain, Inc. was incorporated in Nevada on June 30, 2021, and underwent a reorganization on April 1, 2022, transitioning from a blank check shell company to a business combination-related shell company. The company shifted its focus to cryptocurrency mining and related digital asset activities in May 2023.
• Cryptocurrency Mining Facility Plans: The company plans to establish a 14-megawatt Bitcoin mining facility in Atlanta, Georgia, due to favorable electricity costs and environmental conditions. The facility will use ASIC miners, specifically the S19 XP model, and is designed to be scalable. However, as of the date of the filing, no specific site has been secured.
• AI-Powered Crypto Chatbot: On May 5, 2025, the company announced the beta launch of an AI-powered crypto chatbot designed to provide trading insights. Development has been paused to focus on other business priorities.
• Digital Asset Treasury Strategy: The company maintains a digital asset treasury, having shifted its focus from Cardano (ADA) tokens to DOG Coins, a Bitcoin-native token. This strategic move aligns with the company's Bitcoin-centric thesis.
• Non-Binding Agreements: C2 Blockchain has entered into non-binding agreements with CoinEdge Inc. for a potential $100,000 investment and with A.R.T. Digital Holdings Corp. for a potential acquisition of a 20% equity interest in the McAllen Project in Texas.
• Future Outlook: The company aims to develop infrastructure to support cryptocurrency mining operations and explore the integration of artificial intelligence into its systems. However, it faces significant operational and financial constraints, and there is no assurance that its plans will be successfully implemented.

Strategic Initiatives

• Strategic Initiatives: C2 Blockchain, Inc. is focused on developing its blockchain infrastructure business, with strategic initiatives centered around cryptocurrency mining, digital asset treasury management, and related technology initiatives. The company is in the early stages of operations and is actively pursuing the commencement of profitable cryptocurrency mining operations.
• Capital Management: The company engaged in several capital management activities, including raising $211,786 through the sale of common stock and receiving proceeds for shares payable. It also repaid a $61,214 related-party loan. The company issued a convertible promissory note and a promissory note to Quick Capital, LLC and Coventry Enterprises LLC, respectively, to secure additional funding. Additionally, the company entered into an Equity Line Agreement with Coventry Enterprises LLC, allowing for the purchase of up to $10,000,000 of the company's common stock over a 36-month period.
• Future Outlook: C2 Blockchain, Inc. plans to continue raising additional capital through equity financing or related-party contributions to sustain operations. The company aims to overcome its financial constraints and achieve profitability through its proposed cryptocurrency mining operations and other revenue-generating activities. However, there is substantial doubt about the company's ability to continue as a going concern, and management's plans include raising additional capital and pursuing its proposed operations.

Challenges and Risks

• Operational and Financial Constraints: The company faces significant operational and financial constraints, including the need for substantial capital to establish a Bitcoin mining facility and the uncertainty of securing a suitable site and necessary permits. The company has not yet generated significant revenue and remains reliant on external financing.
• Going Concern: The company faces substantial doubt about its ability to continue as a going concern due to its limited operating history, lack of revenues, and reliance on external financing.
• Cryptocurrency Market Volatility: The volatility of cryptocurrency markets poses a significant risk, as a large portion of the company's assets are held in cryptocurrencies like DOG Coins, which are subject to market fluctuations.
• Equity Sales and Dilution: The company faces risks related to its reliance on equity sales, which could dilute existing stockholders and adversely affect the market price of its common stock.
• Cybersecurity Risks: The company is exposed to cybersecurity risks due to its reliance on third-party custodians for safeguarding digital assets. The lack of a formal cybersecurity risk management program increases vulnerability to cyber threats.
• Management Resources: The company's reliance on a single officer and director limits management resources and oversight, increasing the risk of mismanagement and operational inefficiencies.
• Liquidity Constraints: The company's liquidity is constrained, with minimal cash reserves and a negative stockholders' equity, which may limit its ability to continue operations or obtain financing.
• Market Risks: The company is exposed to market risks related to the volatility of cryptocurrency prices, which could materially affect its financial condition and results of operations.

SEC Filing: C2 Blockchain, Inc. [ CBLO ] - 10-K - Sep. 29, 2025