OTC: CBLO

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.

Following
the Reorganization, on April 1, 2022, the Company cancelled all of the stock it held in AEMC, resulting in AEMC becoming a stand-alone
entity. Under the holding company merger agreement, all assets and liabilities, if any, remained with AEMC following the separation.
From the time Levi Jacobson was appointed Director of AEMC through the Reorganization and separation, no assets were identified within
AEMC.

The
Company undertook the corporate separation to avoid shareholder confusion, given that the business plans and objectives of AEMC and CBLO
materially differ. CBLO did not adopt the business model of AEMC’s prior leadership.

In
May 2023, while still a shell company, the Company shifted its business focus to exploring potential opportunities in cryptocurrency
mining and related digital asset activities.

Subsequently,
the Company ceased to be a shell company as of January 2025 and is now a development-stage entity focused on the buildout of infrastructure
intended to support future cryptocurrency mining operations and other related digital asset activities. C2 Blockchain Inc. is currently
engaged in the planning and development of foundational systems to support those future operations but does not yet conduct its own mining
operations.

The
Company has also initiated efforts to explore the integration of artificial intelligence into its prospective infrastructure, including
an application related to cryptocurrency mining analytics and decentralized AI. Development of a previously initiated AI-powered crypto
chatbot has been paused as resources are being allocated to other business expenditures.

In
addition to its infrastructure efforts, the Company maintains a digital asset treasury. As of September 4, 2025, the Company holds approximately
400,166,828 DOG Coins, a meme-native digital asset operating on the Bitcoin network. A public dashboard tracking these holdings is maintained
at C2DOG.com.

Any
and all of the Company’s business plans, development activities, and investment strategies are subject to various risks and uncertainties.
There is no assurance that any such initiatives will be successfully completed, implemented, or yield any material results.

Non-Binding
Agreements and Letters of Intent

On
March 9, 2025, C2 Blockchain, Inc. and CoinEdge Inc., a Florida corporation, entered into a non-binding Shareholder Agreement outlining
the Company’s intent to invest $100,000 in CoinEdge in exchange for a 10% equity stake. Under the Agreement, CoinEdge retains full
operational control, while the Company is entitled to proportional voting rights without day-to-day management or board participation.
The Company expects to consummate the investment within the coming months and will file a Form 8-K upon funding and closing. As of the
date of this filing, the Company has not funded or consummated this or any other non-binding agreements.

On
July 1, 2025, C2 Blockchain entered into a non-binding Letter of Intent with A.R.T. Digital Holdings Corp. regarding a potential acquisition
of a 20% equity interest in the “McAllen Project,” a digital infrastructure project located in Texas and owned by a wholly
owned subsidiary of A.R.T. Digital. The proposed purchase price is $1,000,000, payable in one or more tranches over 90 days, subject
to extension. This investment remains subject to negotiation of definitive agreements, due diligence, and funding. As of the date of
this filing, no funds have been advanced, and no transaction has been consummated.

Corporate
Status

The
Company is a development-stage company focused on cryptocurrency mining and related digital asset investments. The Company utilizes home
office space provided at no cost by its sole officer and director, Levi Jacobson. The Company’s principal address is 12818 SW 8th
St Unit #2008 Miami, FL 33184, and its phone number is 888-437-3432. The Company has elected June 30 as its fiscal year end.

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(b)
Business Summary

Business
Focus

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

Cryptocurrency Mining Facility

The Company
plans to establish a 14-megawatt (MW) Bitcoin mining facility, with a proposed location in Atlanta, Georgia, due to the availability
of relatively low-cost electricity and environmental conditions favorable for equipment cooling. As of the date of this filing, the Company
has not identified, secured, or negotiated any specific site for the facility. The Company is evaluating potential locations and related
financial feasibility before committing to procurement or construction activities. No revenues have been generated from this planned
operation, and there is no assurance that it will become operational or profitable.

The planned
facility would be custom-designed with ventilation and cooling systems to support mining hardware performance and longevity, and would
connect to the local power grid as its primary electricity source. The Company intends to use Application-Specific Integrated Circuit
(ASIC) miners, specifically the S19 XP model, designed to mine cryptocurrencies using the SHA-256 algorithm, such as Bitcoin.

The mining operation
is intended to be scalable, allowing for the addition of mining hardware as funding becomes available. The Company believes it will require
a minimum of approximately $200,000 to secure a location and begin operations at a limited scale with at least ten mining machines. However,
access to such funds does not guarantee that a site will be secured, as the Company must also evaluate suitability, terms, and economic
feasibility. The Company may elect not to use available capital for site acquisition if conditions are unfavorable or if other operational
priorities arise.

Each ASIC S19
XP miner consumes approximately 3,010 watts at full capacity. Ten units would consume roughly 722.4 kilowatt-hours per day. Based on
an average industrial electricity rate of $0.075 per kilowatt-hour in Georgia, estimated operating costs for ten miners would be approximately
$54.18 per day, or $1,648 per month.

The Company’s
internal estimates suggest that, under current Bitcoin prices, electricity rates, and depreciation assumptions, each Antminer S19 XP
miner could generate approximately $1.59 in net daily earnings, with a projected investment break-even period of 2.5 to 3 years. These
estimates are based on assumptions that may not prove accurate, and there is no assurance that the operation will achieve break-even
or any profitability.

The Company
has not purchased any machinery, mining rigs, or related infrastructure to date. Progress remains contingent on available financing,
the identification of suitable, properly zoned, energy-efficient, and economically viable locations, and the prioritization of operational
objectives, which may result in the mining facility not being pursued as the Company’s top priority if deemed less critical than
other initiatives.

AI-Powered Crypto Chatbot

On May 5, 2025, the Company announced the beta launch of
its proprietary AI-powered crypto chatbot, designed to integrate blockchain analytics, machine learning, and real-time market data to
assist users with trading insights. The Company does not hold patents, registered copyrights, or other intellectual property rights with
respect to the chatbot. A subscription-based revenue model was introduced for both retail and institutional users. Development has since
been paused while the Company focuses on other business priorities. As of the date of this filing, the chatbot has not generated any
revenue, and there is no assurance that it will be further developed, commercialized, or become profitable.

Digital Asset Treasury

The Company
maintains a digital asset treasury as a long-term reserve, with a strategy to acquire, manage, and selectively reallocate blockchain-based
assets to support stability, growth, and alignment with its broader treasury objectives.

During the fiscal
year ended June 30, 2025, the Company utilized a portion of its available funds to acquire Cardano (ADA) tokens as part of its initial
digital asset treasury strategy. As of June 30, 2025, the Company did not hold any DOG Coins, and its digital asset treasury consisted
solely of ADA tokens. At that time, management believed ADA represented a viable long-term blockchain asset with potential for growth
and ecosystem development.

Subsequent to
June 30, 2025, the Company fully divested its ADA token holdings. In connection with this divestment, the Company realized an approximate
loss of $12,668. This figure has not been audited or reviewed, and actual results may differ. The proceeds from the divestment were used
to acquire DOG Coins, a Bitcoin-native token built on the Runes protocol, which enables the issuance of new digital assets directly on
the Bitcoin blockchain.

The Company
believes DOG offers unique advantages relative to other digital assets, including:

- Bitcoin Integration:
DOG is issued directly on the Bitcoin blockchain, benefitting from Bitcoin’s security and network effects.

- Scarcity and
Cultural Adoption: DOG has a fixed supply and growing adoption as a meme-driven, community-supported asset, which management believes
enhances its visibility and potential for long-term value.

- Alignment
with Treasury Goals: By concentrating its digital asset strategy in DOG, the Company seeks to simplify its treasury management and align
with a Bitcoin-centric thesis, consistent with the broader industry trend of institutional adoption of Bitcoin-related assets.

This shift reflects
a deliberate move from holding multiple blockchain tokens to focusing on a single Bitcoin-native asset class that management believes
better positions the Company for both stability and growth within its digital asset holdings.

Certain Company
digital assets - including DOG Coin holdings - are stored with or managed by unaffiliated third-party service providers. The Company
has limited ability to monitor or control the cybersecurity measures used by these providers, and any compromise of their systems could
result in the partial or total loss of these assets.

Use of Investor Funds

Investor capital raised to date has primarily been allocated
to operational expenses, including legal, compliance, investor relations, public filings, and administrative overhead. Additionally,
capital has been directed toward the acquisition of digital assets, including Cardano (ADA) tokens purchased during the fiscal year ended
June 30, 2025, and, following the full divestment of ADA, DOG Coins. Investor funds have also been used for other general corporate purposes.

Disclaimer: The Company may never have the financial
or operational capacity to execute any of the objectives described above or herein. There can be no assurance that any plans discussed
within this report will be completed as contemplated, or at all. Any investment in the Company involves a high degree of risk, and investors
may lose some or all of their investment.

Non-Binding Agreements and Letters of Intent

The Company has entered into certain non-binding agreements
and letters of intent with third parties related to potential investments and acquisitions. These include a non-binding Shareholder Agreement
with CoinEdge Inc. regarding an intended $100,000 investment for a 10% equity interest, and a non-binding Letter of Intent with A.R.T.
Digital Holdings Corp. concerning a potential acquisition of a 20% equity interest in a digital infrastructure project known as the McAllen
Project in Texas.

No payments have been made under these agreements, and the
Company has not consummated any related transactions. There is no assurance that these agreements will be finalized or that the proposed
transactions will be completed on the terms contemplated or at all.

Forward-Looking Statements

Certain statements and information included in this Annual
Report on Form 10-K for the year ended June 30, 2025, contain forward-looking statements within the meaning of Section 27A of the Securities
Act of 1933 and Section 21E of the Securities Exchange Act of 1934. These statements reflect current expectations concerning future events
and results and often include terms such as “may,” “should,” “believe,” “expect,” “intend,”
“plan,” “anticipate,” “estimate,” “potential,” “continue,” “will,”
and similar expressions.

Forward-looking statements involve risks, uncertainties,
and other factors, some beyond the Company’s control, which may cause actual results or achievements to differ materially from
those expressed or implied. These factors include but are not limited to the ability to secure suitable site locations, obtain financing,
successfully develop mining operations, market conditions, regulatory developments, and operational challenges.

Except as required by law, the Company undertakes no obligation
to update or revise forward-looking statements, whether due to new information, future events, or otherwise. Investors are cautioned
not to unduly rely on such statements when evaluating the Company’s prospects.

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(c)
Reports to security holders.

(1)
The
Company is not required to deliver an annual report to security holders and at this time does not anticipate the distribution of
such a report.

(2)
The
Company will continue to file reports with the SEC. The Company is an SEC reporting company and complies with the requirements of
the Exchange Act.

Emerging
Growth Company

We
are an “emerging growth company,” as defined in the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”).
We will remain an emerging growth company until the earliest of:

(a)
the last day of the fiscal year in which we have total annual gross revenues of $1,235,000,000 or more (as such amount is indexed
for inflation by the SEC every five years);

(b)
the last day of the fiscal year of the issuer following the fifth anniversary of the date of the first sale of common equity securities
of the issuer pursuant to an effective IPO registration statement;

(c)
the date on which such issuer has, during the previous 3-year period, issued more than $1,000,000,000 in non-convertible debt; or

(d)
the date on which such issuer is deemed to be a large accelerated filer, as defined in section 240.12b-2 of title 17, Code of Federal
Regulations, or any successor thereto.

As
an emerging growth company, we are exempt from Section 404(b) of Sarbanes Oxley. Section 404(a) requires Issuers to publish information
in their annual reports concerning the scope and adequacy of the internal control structure and procedures for financial reporting. This
statement shall also assess the effectiveness of such internal controls and procedures. Section 404(b) requires that the registered accounting
firm shall, in the same report, attest to and report on the assessment on the effectiveness of the internal control structure and procedures
for financial reporting.

As
an emerging growth company, we are also exempt from Section 14A (a) and (b) of the Securities Exchange Act of 1934 which require the
shareholder approval of executive compensation and golden parachutes.

We
have elected to use the extended transition period for complying with new or revised accounting standards under Section 102(b)(2) of
the Jobs Act, that allows us to delay the adoption of new or revised accounting standards that have different effective dates for public
and private companies until those standards apply to private companies. As a result of this election, our financial statements may not
be comparable to companies that comply with public company effective dates.

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