C2 Blockchain (CBLO) reports crypto-driven $21.7M nine-month loss

Rhea-AI Filing Summary

C2 Blockchain, Inc. reported very limited operating revenue and large losses for the quarter ended March 31, 2026. Revenue was about $17,523, all from one-time collectible silver medallion sales, while net loss reached roughly $19.3 million for the quarter and $21.7 million for the nine months. The company’s balance sheet is dominated by cryptocurrency holdings recorded at about $661,192, against cash of only $6,305 and a stockholders’ deficit of around $213,310. Results were heavily affected by non‑cash stock‑based compensation, related‑party consulting fees, interest and derivative accounting on convertible notes, and losses from changes in cryptocurrency fair value. Management discloses substantial doubt about the company’s ability to continue as a going concern and notes material weaknesses in internal controls, including concentration of authority in a single officer and lack of independent directors.

Positive

• None.

Negative

• Severe losses and minimal revenue: Quarterly revenue was only $17,523 while net loss reached $19,278,464 for the quarter and $21,735,929 for the nine months ended March 31, 2026.
• Going concern uncertainty: Management states there is substantial doubt about C2 Blockchain’s ability to continue as a going concern due to recurring losses, working capital deficiency, and lack of substantive revenue.
• Thin liquidity and deficit: As of March 31, 2026, cash was $6,305 against current liabilities of $889,375 and a stockholders’ deficit of $213,310, indicating significant financial strain.
• High exposure to volatile digital assets: Cryptocurrency holdings of about $661,192 drove sizable non‑cash losses from fair value changes, adding volatility to results.
• Governance and control weaknesses: All key roles are held by one individual, with disclosed material weaknesses in internal controls and heavy use of related-party compensation and consulting arrangements.
• Complex and dilutive financing: Use of convertible notes, derivative liabilities of $584,520, and warrants introduce potential dilution and ongoing interest and derivative expenses.

Insights

Small-cap equity analyst

Heavy losses, crypto concentration, and going-concern risk dominate this quarter.

C2 Blockchain generated only $17,523 in quarterly revenue while recording a quarterly net loss of $19,278,464 and a nine‑month loss of $21,735,929. Operating expenses of $19,316,202 for the quarter were driven largely by stock-based compensation and related-party consulting.

The balance sheet shows cryptocurrency assets of $661,192 as of March 31, 2026, but cash was just $6,305 with current liabilities of $889,375. Derivative liabilities tied to convertible notes totaled $584,520, and the company had a stockholders’ deficit of $213,310, underscoring financial strain.

Management explicitly cites substantial doubt about the company’s ability to continue as a going concern and highlights dependence on future financings and related-party support. Given the reliance on volatile digital assets and convertible financing, future filings will be important to understand any change in liquidity and capital structure.

Corporate governance specialist

Control is highly concentrated with significant related-party compensation.

The company is led solely by CEO/CFO/director Levi Jacobson, who holds all key executive roles and board control. During the nine months, entities he controls received 45,000,000 common shares and 4,500,000 Series A preferred shares as compensation, and a related-party consulting firm received about $215,900.

Management acknowledges material weaknesses in internal controls, including concentration of authority, absence of independent directors or an audit committee, and inadequate segregation of duties. These issues can affect oversight of related-party transactions, stock-based awards, and complex instruments such as derivative liabilities.

Subsequent events include rescission and cancellation of 245,000,000 common shares previously issued to a Jacobson-controlled entity, tied to the preferred stock issuance. Future disclosures in company reports may clarify how governance structures and ownership realignments affect control and potential conflicts.

Key Figures

Quarterly revenue: $17,523 Nine-month revenue: $17,567 Quarterly net loss: $19,278,464 +5 more

8 metrics

Quarterly revenue $17,523 Three months ended March 31, 2026

Nine-month revenue $17,567 Nine months ended March 31, 2026

Quarterly net loss $19,278,464 Three months ended March 31, 2026

Nine-month net loss $21,735,929 Nine months ended March 31, 2026

Cryptocurrency holdings $661,192 Carrying value as of March 31, 2026

Cash balance $6,305 As of March 31, 2026

Derivative liability $584,520 Fair value as of March 31, 2026

Stockholders’ deficit $213,310 As of March 31, 2026

Key Terms

going concern, derivative liability, Series A Convertible Preferred Stock, stock-based compensation, +2 more

6 terms

going concern financial

"demonstrates adverse conditions that raise substantial doubt about the Company's ability to continue as a going concern"

A going concern is a business that is expected to continue its operations and meet its obligations for the foreseeable future, rather than shutting down or selling off assets. This assumption matters to investors because it indicates stability and ongoing profitability, making the business a more reliable investment. Think of it as believing a restaurant will stay open and serve customers, rather than closing down suddenly.

derivative liability financial

"Convertible loans, net of discount ... Derivative Liability ... TOTAL LIABILITIES"

A derivative liability is an obligation a company owes because of a derivatives contract—such as an option, future, swap, or forward—that has moved against it and now has negative value. Think of it like a settled bet that turned into a bill: if market moves go the other way, the company may have to pay cash or deliver assets. Investors care because these liabilities can create sudden losses, add leverage or counterparty risk, and change a company’s true financial exposure beyond its everyday operations.

Series A Convertible Preferred Stock financial

"5,000,000 designated as Series A Convertible Preferred Stock (“Series A”) with 4,500,000 and 0 shares of Series A issued"

Series A convertible preferred stock is a class of shares sold in an early funding round that gives investors a mix of protection and upside: it pays a priority claim over common shares if the company is sold or closes, but can be converted into ordinary shares to share in future growth. Think of it like a hybrid between a safer stake and a ticket to ownership; it matters to investors because it affects who controls the company, how future gains are split, and how much their investment is protected from downside.

stock-based compensation financial

"The Company’s stock-based compensation for the periods ended March 31, 2026, and March 31, 2025, was $19,150,071 and $0, respectively"

Stock-based compensation is when a company pays employees, directors or consultants with shares or the right to buy shares instead of or in addition to cash. It matters to investors because issuing stock or options spreads ownership thinner (like cutting a pie into more slices), which can reduce each existing share’s claim on profits and can also change reported earnings; investors watch it to assess true cost of running the business and how management is incentivized.

Regulation A+ Tier II regulatory

"10,000,000 shares to an investor pursuant to its qualified Regulation A+ Tier II offering"

material weaknesses financial

"concluded that the disclosure controls and procedures were not effective ... due to material weaknesses identified below"

Material weaknesses are significant flaws in a company’s systems for ensuring its financial reports are accurate and reliable. Like a broken lock on a safe, they increase the chance that financial statements contain big errors or omissions, which can mislead investors about performance and risk; discovering one often raises questions about management oversight, may lead to restated results, and can affect investor confidence and a company’s valuation.

Earnings Snapshot

Revenue: $17,523

Q3 2026

Revenue $17,523 Compared to $13 in the prior-year quarter

Net loss $19,278,464 Compared to $100,611 in the prior-year quarter

Nine-month net loss $21,735,929 Compared to $113,175 in the prior-year period

Cryptocurrency holdings $661,192 Up from $62,474 as of June 30, 2025

10-Q Quarterly Reports: What Changes Quarter to Quarter →

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

FOR THE QUARTERLY PERIOD ENDED March 31, 2026

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: 000-56340

C2 Blockchain, Inc.

(Exact name of registrant as specified in its charter)

	NV	87-2645378
	(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
	c/o Levi Jacobson 12818 SW 8th St Unit #2008 Miami, Florida	33184
	(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] Yes [ ] No

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] Yes [  ] No

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  ☐		Non-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] No

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 19, 2026, there were 224,735,905 shares of common stock issued and outstanding.

-1-

INDEX

			Page
PART I - FINANCIAL INFORMATION
ITEM 1	FINANCIAL STATEMENTS - UNAUDITED		F1
Balance Sheet - UNAUDITED			F1
Statement of Operations - UNAUDITED			F2
STATEMENT OF CHANGES IN STOCKHOLDER (Deficit) - UNAUDITED			F3
Statement of Cash Flows - unaudited			F4
Notes to the Financial Statements - unaudited			F5
ITEM 2	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITIONS AND RESULTS OF OPERATIONS		3
ITEM 3	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK		3
ITEM 4	CONTROLS AND PROCEDURES		4
PART II - OTHER INFORMATION
ITEM 1	LEGAL PROCEEDINGS		5
ITEM 1A	RISK FACTORS
ITEM 2	UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS		5
ITEM 3	DEFAULTS UPON SENIOR SECURITIES		5
ITEM 4	MINE SAFETY DISCLOSURES		5
ITEM 5	OTHER INFORMATION		5
ITEM 6	EXHIBITS		5
SIGNATURES			6

-2-

Table of Contents

PART I - FINANCIAL INFORMATION

C2 Blockchain, Inc.

Balance Sheets

(Unaudited)

		March 31, 2026			June 30, 2025  (Audited)
ASSETS
CURRENT ASSETS
Cash and cash equivalents	$	6,305		$	9
Inventory		7,943			-
Prepaid Expenses		625			13,068
Total Current Assets		14,873			13,077
NON-CURRENT ASSETS
Company vehicle	$	-		$	-
Intangible assets - cryptocurrency		661,192			62,474
TOTAL ASSETS	$	676,065		$	75,551
LIABILITIES AND STOCKHOLDERS’ DEFICIT
CURRENT LIABILITIES
Accrued liabilities	$	123,000		$	84,000
Loan - company vehicle		-			-
Loan to company		77,500			-
Loan to company – related party		150			-
Convertible loans, net of discount		104,205			-
Derivative Liability		584,520			-
TOTAL LIABILITIES	$	889,375		$	84,000
Stockholders’ Equity (Deficit)
Preferred stock ($0.001 par value, 20,000,000 shares authorized; 5,000,000 designated as Series A Convertible Preferred Stock (“Series A”) with 4,500,000 and 0 shares of Series A issued and outstanding as of March 31, 2026, and June 30, 2025, respectively)		4,500			-
Common stock ($0.001 par value, 1,500,000,000 shares authorized, 465,935,905 and 274,736,005 shares issued and outstanding as of March 31, 2026, and June 30, 2025, respectively)		465,936			274,736
Additional paid-in capital		21,349,967			(35,401)
Shares payable		-			50,000
Accumulated deficit		(22,033,713)			(297,784)
Total Stockholders’ Equity (Deficit)		(213,310)			(8,449)
TOTAL LIABILITIES & STOCKHOLDERS’ EQUITY (DEFICIT)	$	676,065		$	75,551

The accompanying notes are an integral part of these unaudited financial statements.

F-1

Table of Contents

 C2 Blockchain, Inc.

Statement of Operations

(Unaudited)

		Three Months Ended March 31, 2026			Three Months Ended March 31, 2025			Nine Months Ended March 31, 2026			Nine Months Ended March 31, 2025
Revenue
Sales	$	17,523		$	-		$	17,523		$	-
Staking rewards		-			13			44			13
Total revenue		17,523			13			17,567			13
Cost of Sales		8,162			-			8,162			-
Gross Profit	$	9,361		$	13		$	9,405		$	13
Operating expenses
General and administrative expenses	$	19,316,202		$	100,624		$	19,781,825		$	113,188
Total operating expenses		19,316,202			100,624			19,781,825			113,188
Operating Income (Loss)	$	(19,306,841)		$	(100,611)		$	(19,772,420)		$	(113,175)
Other Income/(Loss)
Interest Expense	$	(375,203)		$	-		$	(1,052,026)		$	-
Gain (loss) on sale of asset		(1,551)			-			(1,551)			-
Gain (loss) on sale of cryptocurrency		-			-			(12,729)			-
Gain (loss) on change in fair market value of derivative liability		626,354			-			437,344			-
Gain (loss) on change in fair value of cryptocurrency		(221,223)			-			(1,334,547)			-
Total Other Income (Loss)		28,377			-			(1,963,509)			-
Net income (Loss)	$	(19,278,464)		$	(100,611)		$	(21,735,929)		$	(113,175)
Other Comprehensive Income (Loss)
Unrealized gain (loss) on investment	$	-		$	(2,996)		$	-		$	(2,996)
Total Other Comprehensive Income (Loss)		(19,278,464)			(103,607)			(21,735,929)			(116,171)
Basic and Diluted net loss per common share	$	(.04)		$	(0.00)		$	(0.04)		$	(0.00)
Weighted average number of common shares outstanding - Basic and Diluted		448,209,301			255,713,783			594,502,782			254,519,947

The accompanying notes are an integral part of these unaudited financial statements.

F-2

Table of Contents

C2 Blockchain, Inc.

Statement of Changes in Stockholders’ (Deficit)

For the Period June 30, 2025, to March 31, 2026

(Unaudited)

		Common Shares		Par Value Common Shares	Preferred Shares		Par Value Preferred Shares		Additional Paid-in Capital		Shares Payable		Accumulated Deficit		Total
Balances, June 30, 2025		274,736,005	$	274,736	-		-		(35,401)	$	50,000	$	(297,784)	$	(8,449)
Common shares sold		108,583,333		108,583	-		-		1,616,417		(50,000)		-		1,675,000
Cash received for shares not yet issued		-		-	-		-		-		75,000		-		75,000
Shares issued as loan guarantee		5,000,000		5,000	-		-		(5,000)		-		-		-
Shares issued as financing cost		5,000,000		5,000	-		-		(5,000)		-		-		-
Net loss		-		-	-		-		-		-		(2,369,980)		(2,369,980)
Balances, September 30, 2025		393,319,338	$	393,319	-	$	-	$	1,571,016	$	75,000	$	(2,667,764)	$	(628,429)
Common shares sold		17,166,667		17,167	-		-	-	332,833		(75,000)		-		275,000
Net loss		-		-	-		-	-	-		-		(87,485)		-
Balances, December 31, 2025		410,486,055	$	410,486	-	$	-	$	1,903,849	$	-	$	(2,755,250)	$	(440,915)
Common shares sold		10,449,900		10,450	-		-		345,547		-		-		355,997
Common shares issued as compensation		45,000,000		45,000	-		-		8,505,000		-		-		8,550,000
Series A Preferred shares issued as compensation		-		-	4,500,000		4,500		10,595,571		-		-		10,600,071
Net loss		-		-					-		-		(19,278,464)		(19,278,464)
Balances, March 31, 2026		465,935,905	$	465,936	4,500,000	$	4,500	$	21,349,967	$	-	$	(22,033,713)	$	(213,310)

C2 Blockchain, Inc.

Statement of Changes in Stockholders’ (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	$	253,936	$	(252,601)	$	-	$	-	$	(62,519)	$	(61,184)
Net loss		-		-		-		-		-		(7,784)		(7,784)
Balances, September 30, 2024		253,936,005	$	253,936	$	(252,601)	$	-	$	-	$	(70,303)	$	(68,968)
Net loss		-		-		-		-		-		(4,780)		(4,780)
Balances, December 31, 2024		253,936,005	$	253,936	$	(252,601)	$	-	$	-	$	(75,083)	$	(73,748)
Common shares sold		8,000,000		8,000		102,000		-		-		-		110,000
Cash received for shares not yet issued		-		-		-		28,000		-		-		28,000
Unrealized loss on investment		-		-		-		-		(2,996)		-		(2,996)
Net loss		-		-		-		-		-		(100,611)		(100,611)
Balances, March 31, 2025		261,936,005	$	261,936	$	(150,601)	$	28,000	$	(2,996)	$	(175,694)	$	(39,355)

The accompanying notes are an integral part of these unaudited financial statements. 

F-3

Table of Contents

C2 Blockchain, Inc.

Statement of Cash Flows

(Unaudited)

		Nine Months Ended March 31, 2026			Nine Months Ended March 31, 2025
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss	$	(21,735,929)		$	(113,175)
Adjustment to reconcile net loss to net cash used in operating activities:
Depreciation		-			-
Amortization of debt discounts		99,205			-
Common shares issued as compensation		8,550,000			-
Preferred shares issued as compensation		10,600,071			-
Day one derivative loss charged to interest expense		949,865			-
Change in fair value of derivative liabilities		(437,345)			-
Change in fair value of cryptocurrency		1,334,547			-
Changes in current assets and liabilities:
Inventory		(7,943)			-
Prepaid expenses		12,442			-
Accrued expenses		39,000			40,000
Net cash used in operating activities		(596,086)			(73,175)
CASH FLOWS FROM INVESTING ACTIVITIES
Cash paid for cryptocurrency	$	(1,933,265)		$	(19,413)
Purchase of company vehicle		-			-
Net cash used in investing activities		(1,933,265)			(19,413)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from the sale of common shares	$	2,380,997		$	110,000
Cash received for shares not yet issued		-			28,000
Proceeds from issuance of convertible notes		242,000			-
Repayments on convertible notes		(165,000)			-
Loan to company		77,500			-
Loan from related party		150			-
Payments to reduce loan from related party		-			(24,646)
Net cash provided by financing activities		2,535,647			113,354
Net change in cash	$	6,296		$	20,766
Beginning cash balance		9			30
Ending cash balance	$	6,305		$	20,796
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Interest paid	$	-		$	-
Income taxes paid	$	-		$	-
SUPPLEMENTAL DISCLOSURE OF NONCASH FINANCING INFORMATION:
Derivative liability upon note issuance recorded as discount on notes	$	72,000		$	-

The accompanying notes are an integral part of these unaudited financial statements.

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C2 Blockchain, Inc.

Notes to the Unaudited Financial Statements

Note 1 - Organization and Description of Business

C2 Blockchain, Inc. (“we,” “us,” “our,” or the “Company”) 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.

The Company is a development-stage blockchain infrastructure business engaged in cryptocurrency mining, digital asset treasury management, and related technology initiatives. The Company is in the early stages of operations and faces substantial operational and financial constraints that may impact the timing, scope, and execution of its planned activities.

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. The results for the nine months ended March 31, 2026 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 consolidated financial statements and footnotes thereto included in the Company’s Annual Report on Form 10-K for the year ended June 30, 2025, filed with the Securities and Exchange Commission.

The accompanying condensed financial statements have been prepared by the Company without audit. In the opinion of management, all adjustments (which include only normal recurring adjustments) are necessary to present fairly the financial position, results of operations, and cash flows at March 31, 2026, and for the related periods presented.

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, 2026, and June 30, 2025, were $6,305 and $9, respectively. 

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, 2026, and June 30, 2025.

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Basic Earnings (Loss) Per Share

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, 2026, 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, 2026. 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.

Indefinite-Lived Intangible Assets

The Company follows ASC 2023-08, “Intangibles—Goodwill and Other—Crypto Assets", for the reporting of its investment in cryptocurrencies. The Company records cryptocurrency holdings at fair market value. The Company measures these assets for each reporting period and changes in the fair value of crypto assets are recognized as gains or losses in operating income. 

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, 2026, and June 30, 2025.

The Company’s stock-based compensation for the periods ended March 31, 2026, and March 31, 2025, was $19,150,071 and $0, respectively (See Note 12).

Recently Issued Accounting Pronouncements

In November 2024, the FASB issued ASU 2024-03, Disaggregation of Income Statement Expenses, and in January 2025, the FASB issued ASU 2025-01, Clarifying the Effective Date (“ASU 2025-01”). The amendments are intended to enhance disclosures regarding an entity’s costs and expenses by requiring additional disaggregated information disclosures about certain income statement expense line items. The amendments, as clarified by ASU 2025-01, are effective for fiscal years beginning after December 15, 2026 and interim periods within fiscal years beginning after December 15, 2027. Early adoption is permitted. The Company is currently evaluating the effect of this pronouncement on its disclosures.

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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 substantive source of revenue to cover its operating expenses. Revenue generated to date, including staking rewards, is negligible compared to operating costs. Management intends to fund operations through related-party contributions and the sale of the Company’s stock. There can be no assurance that these measures will be successful. The accompanying financial statements do not include any adjustments that might be required if the Company is unable to continue as a going concern, including adjustments to the recoverability or classification of assets or the amounts and classification of liabilities.

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 $22,033,714 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, 2026, and June 30, 2025, 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.  

As of March 31, 2026, the Company is in dispute with a vendor regarding services to the Company totaling $12,500. The Company considers the payment of this disputed amount to be uncertain at the time of the filing of this report. No liability was recorded as of March 31, 2026, for this disputed amount.

Note 6 - Prepaid Expenses 

During the year ended June 30, 2025, the Company prepaid a one-year invoice for OTC Markets news & disclosure service totaling $7,500 and prepaid a 66-day invoice for advertising totaling $7,500. These were expensed through March 31, 2026, with the prepayment for advertising fully expensed during the period.

Note 7 - Company Vehicle

In October 2025, the Company purchased a corporate vehicle for use in Company operations. This asset was being depreciated for five years using the straight-line method. However, on March 1, 2026, the Company sold the vehicle. The associated vehicle loan was paid in full and the Company posted a $1,551 loss on the sale of the asset. As of March 1, 2026, depreciation expense totaled $4,039.

Note 8 - Intangible Asset - Cryptocurrency

The Company has holdings of cryptocurrency as a long-term reserve and investment. During the period ended March 31, 2026, the Company purchased cryptocurrency totaling $1,933,265 and sold cryptocurrency which resulted in a loss of $12,729 (see below).

During the fiscal year ended June 30, 2025, the Company purchased Cardano (ADA) tokens as a long-term reserve and investment. At the time of purchase, management believed ADA represented a viable long-term blockchain asset with potential for growth and ecosystem development. However, during the period ended September 30, 2025, management made the decision to fully divest its ADA token holdings. The Company realized an approximate loss of $12,666 with the sale of these assets. This was recognized as an impairment expense in the financial reports for the 2025 fiscal year end filing at the approximated amount of $12,668.  

The following table shows the cryptocurrency activity for the nine months ended, March 31, 2026:

June 30, 2025		$	62,474
Cryptocurrency purchased for cash			1,933,265
Change in fair value of cryptocurrency			(1,334,547)
March 31, 2026		$	661,192

Note 9 - Accrued Expenses

During the period ended March 31, 2026, the Company accrued salary of $39,000 payable to our sole officer and director, Levi Jacobson, pursuant to the employment agreement dated February 1, 2025 (see Note 5).

During the year ended June 30, 2025, the Company accrued salary of $84,000 payable to our sole officer and director, Levi Jacobson, pursuant to the employment agreement dated February 1, 2025 (see Note 5).

The total accrued salary for Mr. Jacobson as of March 31, 2026, was $123,000.

Note 10 - Loan Payable - Company Vehicle

In October 2025, the Company was loaned funds totaling $25,958 to assist in purchasing a Company Vehicle (see Note 7). The Company made monthly payments of $748 through February 2026 toward principal and interest and will pay off the loan. On March 1, 2026, the Company sold the vehicle, and the associated vehicle loan was paid in full by the purchaser.

Note 11 - Convertible Notes Payable and Derivative Liability

Convertible Notes

On July 22, 2025, the Company entered into an agreement with third party Coventry Enterprises LLC (“Coventry”) in which the Company issued a $200,000 promissory note to Coventry (the “Coventry Note”) at 10% annual interest. The Coventry Note includes $20,000 of guaranteed interest and was issued with an original issue discount of $20,000 and $10,000 allocated to legal documentation fees, resulting in net proceeds to the Company of $170,000. The Coventry Note is repayable in 12 equal monthly installments of $18,333.33 beginning on August 22, 2025, and maturing on July 22, 2026. In the event of default this note is convertible into shares of the Company’s common stock at a conversion price based on the lowest trading price for the twenty days previous to the conversion date if the Company fails to pay the note by July 22, 2026. During the period ended March 31, 2026, the Company made payments totaling $165,000 and intends to make monthly payments of $18,333 through July 2026 to pay the note in full. The Company has deemed that this convertible loan does not require adjustments to bifurcate the conversion option from the host instrument and account for it as a free-standing derivative financial instrument under ASC 815, Derivatives and Hedging Activities as the loan is only convertible upon default. The aggregate debt discount of $50,000 is being amortized to interest expense over the respective term of the note. As of March 31, 2026, the note had $15,479 of unamortized discount remaining to be amortized through the maturity date.

In connection with the Coventry Note the Company issued 5,000,000 shares of its restricted common stock Coventry as commitment stock (the “Commitment Stock”). If the Company repays all of its obligations in full and in accordance with the terms of the Coventry Note and is never in default during the term of the Coventry Note, then Coventry shall, within ten calendar days thereafter, return the 5,000,000 of the Commitment Stock shares to the Company’s treasury for cancellation. As a result of the cancellation terms, the Company has not allocated any proceeds to the relative fair value of the commitment shares as they have not been earned as of March 31, 2026.

On July 22, 2025, the Company entered into a share purchase agreement with third party Quick Capital LLC (“Quick Capital”) in which the Company issued a $55,556 promissory note to Quick Capital (the “QC Note”) which matures in nine months. The QC Note includes $6,667 of guaranteed interest and was issued with an original issue discount of $5,556 and $3,000 allocated to legal documentation fees, resulting in net proceeds to the Company of $47,000. The combined $62,222 total owed to Quick Capital is convertible into shares of the Company’s common stock at a fixed conversion price of $.01 per share or, at the discretion of Quick Capital, at a variable conversion price of 65% of the lowest trading price for the twenty trading days previous to the conversion date. In connection with the Purchase Agreement, the Company also issued to Quick Capital a warrant resulting in the issuance of 2,777,778 warrant shares at an exercise price of $.02 per share with a 5-year term. The warrants had a relative fair value of $43,044 which was recorded as a discount on the note.

The Company has deemed that this convertible loan requires adjustments to bifurcate the conversion option from the host instrument and account for it as a free-standing derivative financial instrument under ASC 815, Derivatives and Hedging Activities. The fair value of the derivative on the date of issuance was recorded as a debt discount up to the face value of the note with the excess being charged directly to interest expense. The aggregate debt discount of $62,222 is being amortized to interest expense over the respective term of the note. As of March 31, 2026, the note had $4,996 of unamortized discount remaining to be amortized through the maturity date.

On February 5, 2026, the Company entered into an agreement with third party Solomon Bokchin in which the Company issued a $25,000 promissory note (the “Bokchin Note”) which matures in six months and accrues interest at a rate of 10%. The Bokchin Note is convertible into shares of the Company’s common stock at a fixed conversion price of $.01 per share or, at the discretion of Bokchin, at a variable conversion price of 50% of the lowest trading price for the ten trading days previous to the conversion date.

The Company has deemed that this convertible loan requires adjustments to bifurcate the conversion option from the host instrument and account for it as a free-standing derivative financial instrument under ASC 815, Derivatives and Hedging Activities. The fair value of the derivative on the date of issuance was recorded as a debt discount up to the face value of the note with the excess being charged directly to interest expense. The aggregate debt discount of $25,000 is being amortized to interest expense over the respective term of the note. As of March 31, 2026, the note had $4,996 of unamortized discount remaining to be amortized through the maturity date.

Derivative Liabilities

The fair values of the conversion option of outstanding convertible notes payable and common stock warrants were determined to be derivative liabilities under ASC 815 due to variable conversion features on convertible notes payable disclosed above. In addition, as a result of the variable conversion features, all other potentially dilutive instruments must also be recorded at fair value pursuant to ASC 815. The fair value of the derivative liabilities was estimated using a black-scholes model with the following assumptions:

		As of March 31, 2026
		Conversion Option				Warrants
Volatility			253.70%				334.30%
Dividend Yield			0%				0%
Risk-free rate			3.72%				3.92%
Expected term			0.5 year				4.31 years
Stock price		$	0.07			$	0.07
Exercise price		$	0.01			$	0.02
Derivative liability fair value		$	546,871			$	194,396
Number of shares issued upon conversion, exercise, or satisfaction of required conditions as of March 31, 2026			8,722,223				2,777,778

All fair value measurements related to the derivative liabilities are considered significant unobservable inputs (Level 3) under the fair value hierarchy of ASC 820.

The table below presents the change in the fair value of the derivative liability during the nine months ended March 31, 2026:

Fair value as of June 30, 2025		$	-
Establishment of derivative liability upon issuance of notes			813,541
Establishment of derivative liability on tainted warrants			208,325
Change in fair value of derivatives			(437,344	)
Fair value as of March 31, 2026		$	584,520

The total impact of derivative liabilities recognized in the Company’s consolidated statements of operations includes the change in fair value of derivatives, with the Company recognizing a total gain of $626,355 for the three months ended March 31, 2026 and a total gain of $437,344 during the nine months ended March 31, 2026 and a day one loss charged to interest expense of $949,865.

Note 12 - Shareholder Equity

Preferred Stock

The authorized preferred stock of the Company consists of 20,000,000 shares with a par value of $0.001; 5,000,000 designated as Series A Convertible Preferred Stock (“Series A”) with 4,500,000 and 0 shares of Series A issued and outstanding as of March 31, 2026, and June 30, 2025, respectively. Series A shares are convertible into common shares at a conversion ratio of 100 common shares for each share of Series A stock.

On March 11, 2026, the Company issued 4,500,000 shares of Series A preferred stock to our sole officer and director, Levi Jacobson, in connection with services rendered to the Company and the restructuring and realignment of existing ownership and control interests within the Company. The shares were valued by a third-party entity which considered the return of 245,000,000 shares of common stock in its evaluation (See Common Stock below and Note 13 - Shares Based Compensation).

Common Stock

The authorized common stock of the Company consists of 1,500,000,000 shares with a par value of $0.001. There were 465,935,905 and 274,736,005 shares of common stock issued and outstanding as of March 31, 2026 and June 30, 2025, respectively.

On January 22, 2026, the Company issued 45,000,000 shares of common stock to Mendel Holdings LLC, an entity controlled by our sole officer and director, as compensation for services rendered to the Company. The shares were valued at the fair market value of $0.19 per share, representing the closing market price of the Company’s common stock on the date of issuance (See Note 13 - Shares Based Compensation). In April 2026, these shares, along with 200,000,000 common shares previously issued to Mendel Holdings LLC, were returned to the Company’s treasury in connection with the restructuring and realignment of ownership and control interests associated with the issuance of the Series A Preferred Stock to Levi Jacobson (see above Preferred Stock and Note 14 – Subsequent Events).  

During the nine months ended March 31, 2026, the Company sold an aggregate of 10,000,000 shares to an investor pursuant to its qualified Regulation A+ Tier II offering, for total proceeds of $100,000. In addition, the Company issued a total of 115,750,000 shares of restricted common stock to 22 accredited investors in private placement transactions exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended, and Rule 506 of Regulation D promulgated thereunder, for aggregate proceeds of $1,850,000. Of these, 416,667 shares were sold at a purchase price of $0.06 per share for proceeds of $25,000, 5,000,000 shares were sold at a purchase price of $.05 per share for proceeds of $250,000, 4,000,000 shares were sold at a purchase price of $0.04 per share for proceeds of $160,000, 6,533,333 shares were sold at a purchase price of $0.03 per share for proceeds of $195,997, 55,250,000 shares were sold at a purchase price of $0.02 per share for proceeds of $1,105,000, 52,000,000 shares were sold at a purchase price of $0.01 for total proceeds of $520,000 and 3,000,000 shares were sold at a purchase price of $0.025 for proceeds of $75,000. The restricted shares are subject to transfer restrictions and bear appropriate restrictive legends.

During the period ended March 31, 2026, the Company issued 5,000,000 shares of common stock to Coventry as commitment shares related to the note payable to Coventry (see Note 11). These shares are to be held as a loan guaranty by Coventry until the loan is paid in full, when the shares will be returned to the Company.

Coventry Enterprises LLC Equity Line Agreement

The Company entered into a Common Stock Purchase Agreement (the “Equity Line Agreement”) with Coventry, pursuant to which Coventry committed to purchase up to $10,000,000 of the Company’s common stock over a 36-month period beginning on the effective date of the registration statement required under the agreement.

As an inducement to Coventry entering into this Equity Line Agreement, the Company shall, as of the date of this Agreement and for no additional consideration, issue to Coventry an aggregate of 5,000,000 shares of Common Stock (the “Commitment Shares”). Upon issuance, the Commitment Shares shall be duly authorized, fully paid, and non-assessable.

As of March 31, 2026, the registration statement had not been filed or deemed effective. On November 10, 2025, the Company requested from Coventry the return of the 5,000,000 shares and canceled the Equity Line agreement with Coventry. The fair value of the shares has been recorded as a reduction to paid in capital until the resolution of the commitment shares.

Shares payable

During the year ended June 30, 2025, the Company received funds totaling $50,000 from a prospective shareholder. These shares were issued during the period ended September 30, 2025.

Warrants

Stock Warrants

The following table summarizes the stock warrant activity for the three months ended March 31, 2026: 

		Warrants				Weighted-Average Exercise Price Per Share
Outstanding, June 30, 2025			-			$	-
Granted			2,777,778				0.02
Exercised			-				-
Forfeited			-				-
Expired			-				-
Outstanding, March 31, 2026			2,777,778			$	0.02

Note 13 - Related-Party Transactions

Share Based Compensation

On January 22, 2026, the Company issued 45,000,000 shares of common stock to Mendel Holdings LLC as compensation for services rendered to the Company. Mendel Holdings LLC is controlled by our sole officer and director, Levi Jacobson. This compensation is for services rendered to the Company by Mr. Jacobson in addition to his role as sole officer and director. The shares were valued at the fair market value of $.19 per share, the trading price of the Company’s stock on the date the shares were issued (See Note 12 - Common Stock). In April 2026, these shares, along with 200,000,000 common shares previously issued to Mendel Holdings LLC, were returned to the Company’s treasury in connection with the restructuring and realignment of ownership and control interests associated with the issuance of 4,500,000 shares of Series A Preferred Stock to our CEO (see below and Note 14 – Subsequent Events). 

On March 11, 2026, the Company issued 4,500,000 shares of Series A preferred stock to our CEO and sole director, Levi Jacobson, in connection with services rendered to the Company. The issuance was also made in connection with the restructuring and realignment of existing ownership and control interests within the Company. The shares were valued by a third-party entity which considered the return of 245,000,000 shares of common stock in its evaluation (See Note 12 - Preferred Stock).  

Consulting Fees

During the period ended March 31, 2026, the Company paid $215,900 to Simple Simon Says LLC (“Consultant”) for consulting services. Simple Simon Says LLC is controlled by the father of the Company’s sole officer and director, Levi Jacobson. Pursuant to the consulting agreement, Consultant provided business development, strategic advisory, and consulting services to the Company. Consultant acted as an independent contractor and not as an employee or partner of the Company.

During the year ended June 30, 2025, the Company paid $15,000 to Simple Simon Says LLC (“Consultant”) for consulting services. Simple Simon Says LLC is controlled by the father of the Company’s sole officer and director, Levi Jacobson. Pursuant to the consulting agreement, Consultant provided business development, strategic advisory, and consulting services to the Company from May 1, 2025, through June 1, 2025. Consultant acted as an independent contractor and not as an employee or partner of the Company.

The engagement of Consultant, as a related party transaction, was approved by Levi Jacobson, the Company’s Chief Executive Officer and sole director.

Office Space  

We utilize the home office space and equipment of our management at no cost.

Note 14 - Subsequent Events

The Company has evaluated subsequent events through May 20, 2026, the most recent practicable date prior to the filing of this report, which is the date the financial statements were available to be issued and has noted no material subsequent events to report except for the following:

On April 15, 2026, the Board of Directors of C2 Blockchain, Inc. (the “Company”) approved the rescission and cancellation of an aggregate of 245,000,000 shares of the Company’s common stock previously issued to Mendel Holdings LLC, an entity owned and controlled by Levi Jacobson, the Company’s sole officer and director. Mendel Holdings LLC agreed in writing to voluntarily return the shares to the Company for cancellation and to relinquish all rights, title, and interest therein. The shares have been returned to the status of authorized but unissued shares of common stock. No consideration was paid by the Company in connection with the cancellation of these shares. The cancellation of the shares was considered as part of the overall restructuring and realignment of the Company’s ownership and control structure and was considered by the third-party valuation firm in connection with its valuation analysis of the Series A Preferred shares issued on March 11, 2026, to Levi Jacobson. 

On April 23, 2026, C2 Blockchain, Inc. (the “Company”) issued a convertible promissory note (the “Note”) to Labrys Fund II, L.P. (the “Holder”) in the principal amount of $120,000, reflecting a purchase price of $100,000 and an original issue discount of $20,000. The Company received gross proceeds of $100,000 from the issuance of the Note.

On April 28, 2026, the Company issued 3,000,000 shares of the Company’s common stock to an accredited investor at a purchase price of $0.01 per share for aggregate gross proceeds of $30,000.

On April 30, 2026, the Company issued 800,000 shares of the Company’s common stock to an accredited investor at a purchase price of $0.01 per share for aggregate gross proceeds of $8,000.

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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.

Business Overview

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

The Company’s primary current focus has been maintaining holdings of DOG Coin and evaluating potential digital asset-related opportunities. DOG Coin is a Bitcoin-native token issued on the Runes protocol and is distinct from Dogecoin (“DOGE”). Digital asset markets are highly volatile and subject to substantial fluctuations in value, which may materially impact the Company’s financial condition and operating results.

As of March 31, 2026, the Company’s cryptocurrency holdings had a carrying value of approximately $661,192 and were recorded on the balance sheet as intangible assets - cryptocurrency.

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.

The Company currently has one officer and director, Levi Jacobson, who serves as Chief Executive Officer, Chief Financial Officer, President, Treasurer, and sole director. The Company’s business activities, financing decisions, digital asset acquisitions, and strategic direction are directed solely by Levi Jacobson.

Revenues

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.

Operating Expenses

Total operating expenses totaled $19,316,202 for the three months ended March 31, 2026, compared to $100,624 for the three months ended March 31, 2025. Total operating expenses totaled $19,781,825 for the nine months ended March 31, 2026, compared to $113,188 for the nine months ended March 31, 2025.

The increase in operating expenses for the three and nine months ended March 31, 2026, was primarily attributable to stock-based compensation expense, consulting expenses, professional fees, and expenses associated with the Company’s operations and digital asset activities.

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.

Other Income (Loss)

Total other income for the three months ended March 31, 2026, totaled $28,377 compared to $0 for the three months ended March 31, 2025. Total other income during the three months ended March 31, 2026 consisted primarily of a $626,354 non-cash gain from the change in fair value of derivative liabilities associated with convertible instruments, partially offset by $375,203 of interest expense related to convertible notes and amortization of debt discounts, a $221,223 loss from the change in fair value of cryptocurrency holdings, and a $1,551 loss on sale of a company vehicle.

Total other loss for the nine months ended March 31, 2026, totaled $1,963,509 compared to $0 for the nine months ended March 31, 2025. Total other loss during the nine months ended March 31, 2026 consisted primarily of $1,052,026 of interest expense related to convertible notes and amortization of debt discounts, a $1,334,547 loss from the change in fair value of cryptocurrency holdings, and a $12,729 loss on the sale of cryptocurrency, partially offset by a $437,344 non-cash gain from the change in fair value of derivative liabilities associated with convertible instruments.

Net Loss

The Company reported a net loss of $19,278,464 for the three months ended March 31, 2026, compared to a net loss of $100,611 for the three months ended March 31, 2025.

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.

For the nine months ended March 31, 2026, the Company reported a net loss of $21,735,929 compared to a net loss of $113,175 for the nine months ended March 31, 2025.

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.

Liquidity and Capital Resources

As of March 31, 2026, the Company had cash and cash equivalents of approximately $6,305 compared to $9 as of June 30, 2025.

As of March 31, 2026, total current assets were $14,873 compared to $13,077 as of June 30, 2025. Total current liabilities were $889,375 as of March 31, 2026, compared to $84,000 as of June 30, 2025. The increase in liabilities was primarily attributable to accrued compensation, derivative liabilities, convertible notes payable, and loans payable.

As of March 31, 2026, total assets were $676,065 compared to $75,551 as of June 30, 2025. The increase in total assets was primarily attributable to acquisitions 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.

Net cash used in operating activities during the nine months ended March 31, 2026, was $596,086 compared to $73,175 for the nine months ended March 31, 2025. Cash used in operating activities during the nine months ended March 31, 2026, was primarily attributable to operating expenses, professional fees, consulting expenses, and changes in working capital.

Net cash used in investing activities during the nine months ended March 31, 2026, was $1,933,265 compared to $19,413 for the nine months ended March 31, 2025. Cash used in investing activities during the nine months ended March 31, 2026, consisted primarily of purchases of cryptocurrency holdings.

Net cash provided by financing activities during the nine months ended March 31, 2026, was $2,535,647 compared to $113,354 for the nine months ended March 31, 2025. Cash provided by financing activities during the nine months ended March 31, 2026, was primarily attributable to proceeds from issuances of common stock, proceeds from convertible promissory notes, and loan proceeds.

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.

Digital Asset Market Risk and Volatility

The Company’s financial condition and results of operations are significantly influenced by the market value of its cryptocurrency holdings, which primarily consist of DOG Coins. As of March 31, 2026, the Company’s cryptocurrency holdings had a carrying value of approximately $661,192 and were recorded on the balance sheet as intangible assets – cryptocurrency.

Digital asset markets are highly volatile and subject to significant price fluctuations. Changes in the fair value of the Company’s cryptocurrency holdings may result in substantial gains or losses and may materially affect the Company’s results of operations and financial condition. During the nine months ended March 31, 2026, the Company recognized losses associated with changes in the fair value of cryptocurrency holdings, illustrating the potential impact of market volatility.

Cryptocurrency assets are subject to additional risks, including market illiquidity, technological vulnerabilities, cybersecurity breaches, loss or theft, regulatory developments, and changes in market sentiment. Any of these factors could result in declines in the value of the Company’s digital assets or impair the Company’s ability to access or liquidate such assets.

Given the Company’s concentration in digital assets and its early stage of operations, adverse changes in cryptocurrency markets could materially affect the Company’s business, financial condition, results of operations, and ability to continue operations.

Going Concern

The Company’s financial statements have been prepared assuming that the Company will continue as a going concern. The Company has incurred recurring losses from operations and has generated limited revenue. These conditions raise substantial doubt about the Company’s ability to continue as a going concern.

The Company has not established a substantive source of revenue sufficient to cover operating expenses. Management intends to fund operations through equity financing, convertible instruments, related party contributions, and other financing activities. There can be no assurance that these measures will be successful.

The accompanying financial statements do not include any adjustments that might result from the outcome of this uncertainty, including adjustments to the recoverability and classification of assets or the amounts and classification of liabilities.

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 principal accounting officer) to allow for timely decisions regarding required disclosure.

As of March 31, 2026, our Chief Executive Officer and Chief Financial Officer carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures. Our sole officer and director 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 were the concentration of authority in a single individual without adequate compensating controls; the lack of independent directors and an audit committee, resulting in ineffective oversight in the establishment and monitoring of required internal controls and procedures; and inadequate segregation of duties consistent with control objectives. 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, including the possibility of human error, the circumvention of controls through collusion, and improper management override. Because of these inherent limitations, internal control over financial reporting may not prevent or detect misstatements on a timely basis. 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 control over financial reporting that occurred during the quarter ended March 31, 2026, that materially affected, or are reasonably likely to materially affect, our internal control 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.

However, as of March 31, 2026, the Company is in dispute with a vendor regarding services totaling approximately $12,500. No legal proceedings have been initiated in connection with this matter, and the Company has not recorded a liability related to the disputed amount.

ITEM 1A RISK FACTORS

As a smaller reporting company, we are not required to provide the information required by this Item.

ITEM 2 UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

This section sets forth information regarding all unregistered sales of the Company’s equity securities for the nine months ended March 31, 2026.

The dates referenced below reflect the execution dates of the applicable subscription agreements and instruments and do not necessarily correspond to the dates on which payment was received or when the shares were issued or recorded by the Company’s transfer agent.

During the nine months ended March 31, 2026, the Company issued shares of its common stock in private placement transactions to accredited investors in reliance upon the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended, and Rule 506(b) of Regulation D promulgated thereunder.

During this period, the Company issued an aggregate of 115,750,000 shares of restricted common stock to accredited investors in private placement transactions for total proceeds of $1,850,000 and issued an additional 17,166,667 shares of common stock for proceeds of $275,000. The Company also issued 5,000,000 shares of common stock as commitment shares in connection with a note payable.

On July 22, 2025, the Company issued a convertible promissory note to Quick Capital LLC. In connection with this transaction, the Company issued warrants to purchase 2,777,778 shares of its common stock at an exercise price of $0.02 per share. The note is convertible into shares of the Company’s common stock at the holder’s election pursuant to its terms.

On July 22, 2025, the Company issued a promissory note to Coventry Enterprises LLC and issued 5,000,000 shares of common stock as commitment shares in connection with the note. The commitment shares were issued in connection with the note and may be returned to the Company upon satisfaction of the terms of the note.

On or about October 3, 2025, the Company issued 10,000,000 shares of restricted common stock at a purchase price of $0.01 per share for gross proceeds of $100,000 pursuant to a subscription agreement with an accredited investor. The agreement provided for an optional second tranche of an additional 10,000,000 shares at the same purchase price; however, the second tranche was not funded and no additional shares were issued.

On January 22, 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.

On March 11, 2026, the Company 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 securities described above were offered and sold without registration under the Securities Act in reliance upon exemptions from registration. Each investor represented that the securities were acquired for investment purposes and not with a view to distribution. The shares are subject to transfer restrictions and bear restrictive legends. No underwriting discounts, commissions, placement agent fees, or finder’s fees were paid in connection with these transactions.

The proceeds from these transactions were used for general corporate purposes, including working capital and operating expenses.

Additional information regarding these transactions is incorporated by reference from Notes 11, 12, and 13 to the financial statements included in this Quarterly Report on Form 10-Q.

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 2002. (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, thereunto duly authorized.

C2 Blockchain, Inc.

(Registrant)

By: /s/ Levi Jacobson 

Name: Levi Jacobson

Chief Executive Officer and Chief Financial Officer

Dated: May 20, 2026 

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FAQ

What were C2 Blockchain (CBLO)’s revenues and net loss for the quarter ended March 31, 2026?

C2 Blockchain reported quarterly revenue of about $17,523, all from collectible silver medallion sales. The company recorded a net loss of roughly $19,278,464 for the same period, driven by stock-based compensation, consulting, interest on convertible notes, and cryptocurrency fair value changes.

How strong is C2 Blockchain (CBLO)’s balance sheet and liquidity as of March 31, 2026?

As of March 31, 2026, C2 Blockchain held only $6,305 in cash and total current assets of $14,873, against current liabilities of $889,375. The company reported total assets of $676,065, including $661,192 in cryptocurrency, and a stockholders’ deficit of $213,310.

Does C2 Blockchain (CBLO) face a going concern risk according to this 10-Q?

Yes. Management explicitly states that recurring losses, limited revenue, and working capital deficiency raise substantial doubt about C2 Blockchain’s ability to continue as a going concern. The company expects to rely on equity financings, convertible instruments, and potential related-party support to fund operations.

How significant are C2 Blockchain (CBLO)’s cryptocurrency holdings and related gains or losses?

As of March 31, 2026, C2 Blockchain’s cryptocurrency holdings had a carrying value of about $661,192. During the nine months, it recognized a $1,334,547 loss from changes in fair value and a $12,729 loss on cryptocurrency sales, illustrating material exposure to digital asset price volatility.

What related-party transactions and stock-based compensation did C2 Blockchain (CBLO) record?

During the nine months, an entity controlled by the CEO received 45,000,000 common shares as compensation, and the CEO received 4,500,000 Series A preferred shares. A consulting firm controlled by his father was paid about $215,900, and total stock-based compensation expense reached $19,150,071.

What convertible debt and derivative liabilities does C2 Blockchain (CBLO) have outstanding?

The company issued several convertible notes, including agreements with Coventry Enterprises, Quick Capital, and Solomon Bokchin. As of March 31, 2026, convertible loans (net of discount) totaled $104,205, and associated conversion options and warrants were recorded as derivative liabilities of $584,520 using Level 3 fair value measurements.

What internal control issues did C2 Blockchain (CBLO) disclose in this filing?

C2 Blockchain’s sole officer and director concluded disclosure controls and procedures were not effective as of March 31, 2026. Material weaknesses include concentration of authority in a single individual, lack of independent directors and audit committee, and inadequate segregation of duties across financial reporting processes.