| Note 1 - Organization and Description of Business | Note
1 - Organization and Description of Business C2 Blockchain, Inc. was incorporated on June 30, 2021 in the State of Nevada. On June 30, 2021, Levi Jacobson was appointed Chief Executive Officer, Chief Financial Officer, and Director of C2 Blockchain, Inc. On
March 31, 2022, the Company entered into a “Agreement and Plan of Merger”, whereas it agreed to, and subsequently participated
in, a Nevada holding company reorganization pursuant to NRS 92A.180, NRS 92A.200, NRS 92A.230 and NRS 92A.250 (“Reorganization”).
The constituent corporations in the Reorganization were American Estate Management Company (“AEMC” or “Predecessor”),
C2 Blockchain, Inc. (“Successor” or “CBLO”), and AEMC Merger Sub, Inc. (“Merger Sub”). Our director
is, and was, the sole director/officer of each constituent corporation in the Reorganization. C2
Blockchain, Inc. issued 1,000 common shares of its common stock to Predecessor and Merger Sub issued 1,000 shares of its common stock
to C2 Blockchain, Inc. immediately prior to the Reorganization. As such, immediately prior to the merger, C2 Blockchain, Inc. became a
wholly owned direct subsidiary of American Estate Management Company and Merger Sub became a wholly owned and direct subsidiary of C2
Blockchain, Inc. On
March 31, 2022 , Merger Sub filed Articles of Merger with the Nevada Secretary of State. The merger became
effective on April 1, 2022 at 4:00 PM PST (“Effective Time”). At the Effective Time, Predecessor was merged with and into
Merger Sub (the “Merger), and Predecessor became the surviving corporation. Each share of Predecessor common stock issued and outstanding
immediately prior to the Effective Time was converted into one validly issued, fully paid and non-assessable share of C2 Blockchain, Inc.’s (“Successors”) common stock. On
May 23, 2022, The
Company believes that the Reorganization, deemed effective on April 1, 2022, was not a transaction of the type described in subparagraph
(a) of Rule 145 under the Securities Act of 1933 and the consummation of the Reorganization will not be deemed to involve an “offer”,
“offer to sell”, “offer for sale” or “sale” within the meaning of Section 2(3) of the Securities Act
of 1933. The Reorganization was consummated without the vote or consent of the Company’s stockholders. In addition, the provisions
of NRS 92A.180 did not provide a stockholder of the Company with appraisal rights in connection with the Reorganization. The Company believes
that in the absence of any right of any of the Company’s stockholders to vote with respect to the Reorganization or to insist that
their shares be purchased for fair value, the Reorganization could not be deemed to involve an “offer” “offer to sell”;
or “sale” within the meaning of Section 2(3) of the Securities Act of 1933.” On
April 1, 2022, after the completion of the Holding Company Reorganization, we cancelled all of the stock we held in AEMC resulting in
AEMC as a stand-alone company. Pursuant to the holding company merger agreement and effects of merger, all of the assets and liabilities,
if any, remain with AEMC after the Reorganization. Levi Jacobson, the Director of AEMC, did not discover any assets of AEMC from the time
he was appointed Director until the completion of the Reorganization and subsequent separation of AEMC as a stand-alone company. Given
that the former business plan and objectives of AEMC and the present day business plan and objectives of CBLO substantially differ from
one another, we conducted the corporate separation with AEMC immediately after the effective time of the Reorganization in order to avoid
any shareholder confusion. The former business plan of AEMC under the leadership of its former directors, does not, in any way, represent
the current day blank check business plan of CBLO. The result of corporate separation ameliorated shareholder confusion about our identity
and/or corporate objectives. Furthermore, we wanted to continue trading in the OTC MarketPlace. On April 1, 2022, the Company transmuted its business plan from that of
a blank check shell company to a business combination related shell company with a holding company formation pursuant to a reorganization
with American Estate Management Company. The
corporate actions taken by the Company, including, but not limited to, the corporate structuring of the transactions, was deemed, in the
discretion of our sole director, to be for the benefit of the corporation and its shareholders. Former shareholders of AEMC are now the
shareholders of CBLO. Each and every shareholder of AEMC became a shareholder of CBLO with each share of capital stock of AEMC held by
former AEMC shareholder becoming an equivalent amount of capital stock held in CBLO. The former shareholders of AEMC now have the opportunity
to benefit under our business plan and we have the opportunity to grow organically from our shareholder base and new leadership under
our sole director. FINRA
completed its review of our corporate action pursuant to our Reorganization. On April 26, 2022, CBLO was given a CUSIP number by CUSIP
Global Services of 12675R 109. The announcement of our Predecessor’s corporate action was posted on the FINRA daily list on May
20, 2022. The Market Effective date was May 23, 2022. Our
Common Stock is currently quoted on the OTC Markets Group Inc’s Pink® Open Market under the symbol “CBLO”. After completion of the Holding Company Reorganization and separation
of AEMC as a wholly owned subsidiary, the Company reverted back to a blank check company. The Company intends to serve as a vehicle to
affect an asset acquisition, merger, exchange of capital stock or other business combination with a domestic or foreign business. As
of the date of this report, the Company had not yet commenced any such operations. Currently,
Mendel Holdings, LLC, a Delaware Limited Liability Company, owned and controlled by Levi Jacobson, our sole director, is our controlling
shareholder, owning 200,000,000 shares of our common stock representing approximately 78.76 % voting control. As of December 31, 2022, the Company
had not yet commenced any operations. The Company has elected June 30th
as its year end. |
