| Note 1 - Organization and Description of Business | 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. 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 Blockchai 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, 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. 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, the above noted reorganization, 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”. The
Company’s business plan is to concentrate on cryptocurrency related investments and development opportunities including but not
limited to cryptocurrency mining, primarily for Bitcoin, for our own account, investments in private and/or public entities, joint ventures
and acquisitions of blockchain related companies. C2
Blockchain, Inc. has no material operations at this time but has a definitive business plan to become a bitcoin mining company. We plan
to buy real estate in the state of Georgia and construct a warehouse for hosting a data center to include an undetermined certain number
of application specific integrated circuit miners (“ASICs”). The number of ASIC’s we may purchase in the future will
depend upon our future financial condition. 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. At this time our office space is provided to us rent free by our director. Our office space is located at 123 SE 3RD Ave, #130, Miami,
FL 33131. The
Company has elected June 30th as its year end. - F7 - Table of Contents |
