false 2024 FY --06-30 false 0001882781

 2024-12-31

 2025-09-04

 2025-04-10

 2025-07-01
 2025-09-04

 2025-07-15

 2025-07-29

 2025-08-10

 2025-08-14

 2025-08-19

 2025-08-21

 2025-08-25

 2025-07-22

 UNITED
STATES

 SECURITIES
AND EXCHANGE COMMISSION

 Washington,
D.C. 20549

 FORM

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

 FOR
THE FISCAL YEAR ENDED June 30, 2025

 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

 (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,
 FL

 33184

 (Address of Principal
 Executive Offices)

 (Zip Code)

 Securities
to be registered under Section 12(b) of the Act:

 Title
 of each class

 Name
 of each exchange on which registered

 Stock, $0.001

 N/A

 Securities
to be registered under Section 12(g) of the Exchange Act:

stock, par value of $0.001 par value

by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

 [
] Yes [X] No

by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.

 [
] Yes [X] No

by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 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

by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule
405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant
was required to submit such files).

 [X]
 Yes [ ]
No

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,"
"smaller reporting company," and "emerging growth 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. [ ]

by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).

 [ ]
Yes [X] No

 As
of December 31, 2024, the last business day of the registrant's most recently completed second fiscal quarter, the aggregate market
value of the voting common stock held by non-affiliates of the registrant was approximately $ 274,018 based on the closing price per share (or $0.0051), of the registrant's
common stock as reported by OTC Markets Group Inc.

the number of shares outstanding of each of the issuer's classes of stock, as of the latest practicable date:

 379,236,005 shares of common stock, $0.001 par value, issued and outstanding
as of September 4, 2025.

shares of preferred stock, $0.001 par value, issued and outstanding as of September 4, 2025.

 Table

 TABLE
OF CONTENTS

 C2

 PART
 I

 PAGE

 Item

 Business

 Item
 1A

 Risk
 Factors

 Item
 1B

 Unresolved
 Staff Comments

 Item
 1C

 Cybersecurity

 Item

 Properties

 Item

 Legal
 Proceedings

 Item

 Mine
 Safety Disclosures

 PART
 II

 Item

 Market
 for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

 Item

 Selected
 Financial Data

 Item

 Management's
 Discussion and Analysis of Financial Condition and Results of Operations

 Item
 7A

 Quantitative
 and Qualitative Disclosures about Market Risk

 Item

 Financial
 Statements and Supplementary Data

 F1-F10

 Item

 in and Disagreements with Accountants on Accounting and Financial Disclosure

 Item
 9A

 Controls
 and Procedures

 Item
 9B

 Other
 Information

 PART
 III

 Item

 Directors,
 Executive Officers and Corporate Governance

 Item

 Executive

 Item

 Security
 Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

 Item

 Certain
 Relationships and Related Transactions, and Director Independence

 Item

 Principal
 Accounting Fees and Services

 PART
 IV

 Item

 Exhibits,
 Financial Statement Schedules

 Item

 Form
 10-K Summary

 Signatures

 Table

 Note:
"We," "us," "our," "the Registrant," the "Company," and "C2 Blockchain"
are synonymous with C2 Blockchain, Inc., unless otherwise indicated.

 CAUTIONARY
STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

 Certain
statements and information included in this Annual Report on Form 10-K for the year ended June 30, 2025 (this "Report"),
contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the "Securities
Act"), and Section 21 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). Forward-looking statements
are not statements of historical facts, but rather reflect our current expectations concerning future events and results. We generally
use the words "may," "should," "believe," "expect," "intend," "plan,"
"anticipate," "likely," "estimate," "potential," "continue," "will,"
and similar expressions to identify forward-looking statements. Such forward-looking statements, including those concerning our expectations,
involve risks, uncertainties and other factors, some of which are beyond our control, which may cause our actual results, performance,
or achievements, or industry results to be materially different from any future results, performance, or achievements expressed or implied
by such forward-looking statements. Except as required by applicable law, including the securities laws of the United States, we undertake
no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events, or
otherwise. You are cautioned not to unduly rely on such forward-looking statements when evaluating the information presented in this
Report.

 GLOSSARY
OF TERMS AND INDUSTRY DATA

 Bitcoin
– A type of digital asset based on an open-source math-based protocol existing on the Bitcoin Network and utilizing cryptographic
security.

 ADA –
A type of digital asset issued by the Cardano blockchain platform. ADA tokens may be used for transferring value, staking, and participating
in network governance.

 DOG Coin
or DOG – A Bitcoin-native, meme-driven digital asset built on the Runes protocol that allows issuance of new digital assets
directly on the Bitcoin blockchain. DOG Coins are managed in the Company's digital asset treasury and tracked publicly at C2DOG.com.
The Company views DOG as a Bitcoin-integrated asset with fixed supply, community adoption, and alignment with its treasury strategy.

 Bitcoin Exchange
– An electronic marketplace where exchange participants may trade, buy, and sell bitcoins based on bid-ask trading. The largest
Bitcoin Exchanges are online and typically operate 24 hours, publishing transaction prices and volume data.

 Bitcoin Exchange
Market – The global Bitcoin Exchange market for trading bitcoins, consisting of transactions on electronic Bitcoin Exchanges.

 Bitcoin Network
– The online, end-user-to-end-user network hosting the public transaction ledger, known as the Blockchain, and the source code
forming the basis for the math-based protocols and cryptographic security governing the Bitcoin Network.

 Blockchain
– The public transaction ledger of the Bitcoin Network on which miners or mining pools solve algorithmic equations to add records
of recent transactions (called "blocks") to the chain in exchange for an award of bitcoins and any applicable transaction
fees.

 Blockchain
Infrastructure – The foundational technology and systems enabling the operation, maintenance, and development of blockchain
networks, including hardware, software, protocols, and services required to create, secure, validate, and distribute blockchain data
and transactions.

 CEA –
Commodity Exchange Act of 1936, as amended.

 CFTC
– The U.S. Commodity Futures Trading Commission, an independent agency that regulates commodity futures and options markets in
the United States.

 Code
– The U.S. Internal Revenue Code of 1986, as amended.

 Digital Asset
– Collectively, all digital assets based upon a computer-generated math-based and/or cryptographic protocol that may be used to
buy and sell goods or pay for services. Bitcoins represent one type of digital asset.

 DDoS Attack
– Distributed denial of service attacks are coordinated hacking attempts to disrupt websites, web servers, or computer networks
by overwhelming a target with a large volume of external requests, preventing it from processing legitimate user requests.

 Exchange
Act – The Securities Exchange Act of 1934, as amended.

 FDIC
– The Federal Deposit Insurance Corporation.

 FinCEN
– The Financial Crimes Enforcement Network, a bureau of the U.S. Department of the Treasury.

 FINRA
– The Financial Industry Regulatory Authority, Inc., the primary regulator in the United States for broker-dealers.

 Fiat Currency
– Currency declared legal tender by a government but not backed by a physical commodity. Its value derives from supply and demand
rather than intrinsic material value.

 Hash Rate
– A measure of computational power on a blockchain network, determined by how many guesses are made per second. Hash rate helps
determine the security and mining difficulty of a blockchain network.

 IRS –
The U.S. Internal Revenue Service, a bureau of the U.S. Department of the Treasury.

 Meme Native
Digital Asset – A type of digital asset, typically issued and transacted on a blockchain, that derives its primary market recognition
or community engagement from internet culture, humor, or social media trends rather than a defined underlying utility. Value may be influenced
by online popularity, community sentiment, or speculative interest.

 Mining
– The process by which Bitcoins are created, involving programmers solving complex math problems with computers in the Bitcoin
Network.

 SEC –
The U.S. Securities and Exchange Commission.

 Securities
Act – The Securities Act of 1933, as amended.

 SIPC
– The Securities Investor Protection Corporation.

 Table

 PART
I

 Item
1. Business.

 (a)
Business Development

 Corporate
History and Business Summary

 C2
Blockchain, Inc. ("CBLO" or the "Company") was incorporated in the State of Nevada on June 30, 2021. On the same
date, Levi Jacobson was appointed as Chief Executive Officer, Chief Financial Officer, and sole Director.

 On
March 31, 2022, the Company entered into an Agreement and Plan of Merger pursuant to a Nevada holding company reorganization under NRS
92A.180, 92A.200, 92A.230, and 92A.250 (the "Reorganization"). The constituent corporations involved were American Estate
Management Company ("AEMC" or "Predecessor"), C2 Blockchain, Inc. ("Successor" or "CBLO"),
and AEMC Merger Sub, Inc. ("Merger Sub"). The Company's sole director was also the sole officer and director of each
constituent corporation.

 Immediately
prior to the Reorganization, C2 Blockchain, Inc. issued 1,000 shares of its common stock to AEMC, and Merger Sub issued 1,000 shares
of its common stock to C2 Blockchain, Inc. As a result, C2 Blockchain, Inc. became a wholly owned direct subsidiary of AEMC, and Merger
Sub became a wholly owned direct subsidiary of C2 Blockchain, Inc.

 On
March 31, 2022, Merger Sub filed Articles of Merger with the Nevada Secretary of State, with the merger becoming effective on April 1,
2022, at 4:00 p.m. PST (the "Effective Time"). At the Effective Time, AEMC merged with and into Merger Sub, with AEMC surviving.
Each share of AEMC common stock issued and outstanding immediately prior to the merger was converted into one validly issued, fully paid,
and non-assessable share of C2 Blockchain, Inc.'s common stock.

 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.

 -
1 -

 Table

 (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

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.

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

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.

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.

 -
2 -

 Table

 (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.

 -
3 -

 Table

 Item
1A. Risk Factors.

 An
investment in our securities involves a high degree of risk. You should carefully consider the risks described below, together with all
of the other information contained in this Annual Report on Form 10-K, before deciding whether to invest in our securities. If any of
the following risks actually occur, our business, financial condition, and results of operations could be materially and adversely affected.
In such a case, the trading price of our common stock could decline, and you could lose part or all of your investment.

 There
is substantial doubt about our ability to continue as a going concern.

 Given
our limited operating history, lack of revenues, accumulated losses, and reliance on external financing, there is substantial doubt about
our ability to continue as a going concern. If we cannot obtain sufficient funding to cover our operating expenses and pursue our business
plan, we may be forced to cease operations, liquidate our assets, or seek bankruptcy protection.

 Our
short operating history limits the ability to assess future performance.

 The
Company's limited operating history provides investors with little basis to evaluate future financial results, operational success,
or prospects.

 We
are a development-stage company and may never generate revenues or achieve profitability.

 We
are in the early stages of development and have generated no revenues to date except for negligible staking rewards. Our business model
and proposed projects, including but not limited to a cryptocurrency mining facility and an AI powered crypto chatbot, remain unproven.
Because we have a limited operating history, investors have little basis upon which to evaluate our future prospects. There can be no
assurance that we will ever generate revenues beyond staking rewards or achieve profitability.

 A
significant portion of our assets was held in cryptocurrency, which is highly volatile.

 As
of June 30, 2025, the Company held approximately $62,474 in Cardano (ADA) tokens. For the year then ended, the Company recognized an
impairment expense of $(12,668) on these holdings. The ADA tokens were later sold at a loss of roughly the same amount, and the proceeds
were used to acquire DOG Coins. Future changes in the value of DOG Coins or other cryptocurrencies may materially affect the Company's
liquidity, stockholders' equity, and overall financial results.

 We
have a history of losses and may continue to incur significant losses in the future.

 Subsequent
to June 30, 2025, the Company fully divested its ADA token holdings, which resulted in a realized loss approximately equal to the previously
recorded impairment expense of $(12,668). While this realized loss has not been audited or reviewed and may ultimately differ, it is
expected to be in line with that amount. The proceeds were used to acquire DOG Coins, a Bitcoin-native token built on the Runes protocol
that enables the issuance of new digital assets directly on the Bitcoin blockchain. Future realized losses may be greater should the
value of DOG Coins or other digital assets decline. We expect to continue incurring operating losses as we pursue our business objectives,
and we may never achieve profitability.

 We
will need to raise additional capital in the future, and we may not be able to obtain financing on favorable terms or at all.

 Our
business plan requires substantial additional capital for site acquisition, mining equipment purchases, and operating expenses. We expect
to rely on future debt or equity financing to fund our operations. There can be no assurance that additional financing will be available
to us on favorable terms or at all. If we cannot obtain financing, we may have to delay, scale back, or abandon some or all of our planned
activities.

 We may, and
plan to, issue additional shares of common stock or other securities in the future, which could substantially dilute existing stockholders
and adversely affect the market price of our common stock.

 We have historically
issued, and intend to continue issuing, large numbers of shares of our common stock, both restricted and freely transferable, in connection
with private placements, equity financing, or other corporate purposes. Any such issuances could significantly dilute the ownership interests
of existing stockholders and may reduce the value of your investment. Investors who purchase shares may experience substantial dilution,
and in extreme cases, could lose some or all of their investment. There can be no assurance that future issuances will not depress the
market price of our common stock or make it more difficult to sell shares at favorable prices.

 We
have limited cash reserves, which may impair our ability to meet operating needs.

 As
of June 30, 2025, our balance of cash and cash equivalents was only $9. This limited liquidity increases the Company's dependence
on external financing to fund operations, and there can be no assurance that such financing will be available on favorable terms or at
all.

 Liquidity
may depend on selling cryptocurrency holdings at favorable prices.

 The
Company may need to sell digital assets to generate cash. If cryptocurrency markets decline, become illiquid, or trading is otherwise
constrained, the Company may be unable to convert its digital assets into cash on favorable terms or at all, which could materially impair
its ability to fund operations or meet obligations.

 We
may face risks related to our reliance on equity sales and related-party financing.

 Historical
financing has included the sale of equity and loans from related parties. Future reliance on equity issuances or related-party funding
could present conflicts of interest and create uncertainty regarding the availability or terms of such support.

 -
4 -

 Table

 We
have negative stockholders' equity, which may limit our ability to continue operations or obtain financing.

 As
of June 30, 2025, the Company had a negative stockholders' equity of $8,449. This deficit may limit our ability to obtain financing,
cover obligations, or continue operations. There can be no assurance that we will be able to raise sufficient capital to sustain operations.

 Realized
and unrealized losses on cryptocurrency investments may materially affect our financial statements.

 For the year
ended June 30, 2025, the Company recorded an impairment expense of approximately $(12,668) related to its ADA holdings (a cryptocurrency)
and reported a realized loss of $2 under the line item "Gain (loss) on sale of cryptocurrency." Subsequent to June 30, 2025,
the Company fully divested its ADA holdings, which resulted in a realized loss approximately equal to the previously recorded impairment
amount, though the final figure has not been audited or reviewed and may differ. Future realized or unrealized losses, including those
related to DOG Coins or other cryptocurrencies, may be significant and could adversely affect the Company's equity and results
of operations.

 We
may be unable to manage growth or scale operations effectively.

 Rapid
accumulation of cryptocurrency assets without corresponding operational infrastructure may strain management, internal controls, and
oversight. Failure to manage growth could adversely affect our business, financial condition, and results of operations.

 Valuation
of cryptocurrency holdings involves significant judgments and estimates.

 The
fair value of digital assets is subject to significant assumptions, and changes in valuation could materially affect reported results
and stockholders' equity.

 Our
future revenue and/or success depends on our business plan and the value of cryptocurrency.

 The
Company's future performance relies on the development and commercialization of the Bitcoin mining facility and the AI-powered
crypto chatbot, neither of which has generated revenue and may never be carried out. The Company also holds or may hold digital assets,
including DOG Coins and other cryptocurrencies, with the expectation that their value will increase. There can be no assurance that these
digital assets will appreciate or even maintain their value. Failure, delay, or unfavorable market conditions could materially affect
the Company's future revenue and/or success and its ability to achieve profitability.

 We
may never be able to develop, finance, or operate our proposed cryptocurrency mining facility.

 We
have announced plans to establish a 14-megawatt Bitcoin mining facility in Atlanta, Georgia, but we have not identified or secured a
site, purchased equipment, or commenced construction. We may never acquire a site or mining rigs. Establishing such a facility requires
significant capital, permits, and infrastructure. Even if financing is available, there is no assurance that we will be able to secure
a suitable location on acceptable terms, obtain necessary approvals, or successfully construct and operate the facility. Additionally,
other business agenda items may take precedence over these plans, which could further delay or prevent the development of the mining
facility.

 Our
business is highly dependent on the market price of Bitcoin and other cryptocurrencies, which are volatile and may decline significantly.

 The
success of our planned mining operations, which have not yet commenced, and the value of our digital asset holdings, including DOG Coins,
depends heavily on the prevailing market prices of Bitcoin, DOG Coins, and cryptocurrency in general. Cryptocurrency markets are highly
volatile, and prices can fluctuate widely in response to various factors, including regulatory developments, technological changes, market
sentiment, macroeconomic conditions, and speculative activity. A sustained decline in the prices of Bitcoin, DOG Coins, or other cryptocurrencies
could render our planned mining operations unprofitable or our current digital asset holdings significantly less valuable or even worthless.

 Future
acquisitions of digital assets may result in losses.

 The
Company may choose to acquire additional cryptocurrencies or other digital assets as part of its business plan or treasury strategy.
There can be no assurance that any newly acquired digital assets will retain value, appreciate, or be marketable. Purchases of digital
assets that decline significantly in value or become worthless could materially and adversely affect the Company's financial condition,
results of operations, and ability to achieve profitability.

 Our
internal financial projections for cryptocurrency mining may prove inaccurate and we may not achieve break-even or profitability.

 Our
estimates regarding the potential profitability of using ASIC S19 XP miners assume certain electricity costs, Bitcoin prices, and equipment
performance. These assumptions may prove inaccurate or may change materially over time. As a result, we may not achieve the projected
break-even period of 2.5 to 3 years, and our mining operations may not become profitable at all.

 We
have incurred significant net losses and expect to continue incurring losses in the future.

 For
the year ended June 30, 2025, the Company reported a net loss of $235,265, with operating expenses significantly exceeding revenues.
We may continue to incur substantial losses in the future as we pursue our business objectives, and there can be no assurance that we
will ever achieve profitability.

 Our
mining operations, if developed, would be highly dependent on the availability and cost of electricity.

 Cryptocurrency
mining is energy-intensive, and profitability depends on access to reliable and cost-effective electricity. Increases in electricity
rates, power shortages, or disruptions in energy supply could materially and adversely affect the economics of our planned operations.

 Our
mining hardware, if acquired, may quickly become obsolete and lose value.

 We
intend to use ASIC mining rigs, including the S19 XP model, which are subject to rapid technological change. More efficient machines
may be introduced by competitors, reducing the competitiveness of our equipment. We may be required to make significant additional investments
in new hardware to remain viable, and there is no assurance that such investments would be successful or available to us.

 We
may never commercialize or generate revenues from our AI-powered crypto chatbot.

 Although
we announced the beta launch of an AI-powered crypto chatbot in May 2025, development has since been paused, and the project has not
generated any revenues. We do not own patents, copyrights, or other intellectual property rights with respect to the chatbot. There is
no assurance that we will resume development, commercialize the chatbot, or derive any revenues from this initiative.

 Our
reliance on DOG Coin as the sole digital asset in our treasury strategy exposes us to concentration and volatility risks.

 We
have shifted our treasury strategy to focus exclusively on DOG Coin, a meme-driven, community-supported asset built on the Bitcoin blockchain.
This concentration increases our exposure to fluctuations in the price, adoption, and cultural relevance of DOG Coin. A significant decline
in DOG Coin's value or demand could materially and adversely affect our financial condition and results of operations.

 We
rely on third-party custodians and service providers for safeguarding our digital assets, which exposes us to cybersecurity and operational
risks.

 Our
digital assets, including DOG Coin, are stored with or managed by unaffiliated third-party service providers. We have limited ability
to monitor or control the cybersecurity practices of these providers. A breach or failure of their systems could result in the partial
or total loss of our assets. Unlike bank deposits or securities accounts, digital assets may not be recoverable if stolen or inaccessible,
which could materially and adversely impact our financial condition.

 We
do not maintain a formal cybersecurity risk management program, which increases our vulnerability to cyber threats.

 Given
our small size and early stage of operations, we have not developed or implemented an enterprise-wide cybersecurity program. Our current
measures, such as multi-factor authentication, password protection, and encryption, may not be sufficient to prevent or detect sophisticated
cyberattacks. We also lack dedicated cybersecurity personnel and rely on our sole officer and director for oversight. If our systems
or those of our providers are compromised, we could suffer irretrievable losses of digital assets, business disruptions, reputational
harm, and potential legal liability.

 We
rely on a single officer and director, which limits our management resources and oversight.

 Our
sole officer and director, Levi Jacobson, is responsible for all aspects of our management, operations, and oversight, including cybersecurity
risk. The lack of additional executive officers, directors, or independent oversight increases our vulnerability to mismanagement, conflicts
of interest, and operational inefficiencies. This concentration of responsibility may adversely affect our ability to execute our business
plan and respond effectively to challenges.

 Our
non-binding agreements and letters of intent may never result in completed transactions.

 We
have entered into non-binding agreements and letters of intent with third parties, including CoinEdge Inc. and A.R.T. Digital Holdings
Corp., but we have not consummated any related transactions or made any payments. There is no assurance that these agreements will be
finalized or that the proposed transactions will occur on the contemplated terms, if at all. If we are unable to execute these transactions,
our growth prospects and business development strategy may be adversely affected.

in laws, regulations, or governmental policies affecting blockchain or digital assets could adversely affect our business.

 The
regulatory environment surrounding blockchain technology, cryptocurrency mining, and digital assets is uncertain and rapidly evolving.
Changes in federal, state, or foreign laws and regulations, or in governmental policies, could increase our costs, restrict our operations,
or otherwise adversely affect our ability to conduct business.

 Our
common stock is quoted on the OTC Markets Group, Inc.'s OTCID tier, which subjects it to volatility, illiquidity, and limited investor
interest.

 Our
common stock is quoted on the OTC Markets Group, Inc.'s OTCID tier under the symbol "CBLO." Securities traded on the
OTC market are often thinly traded, subject to extreme price fluctuations, and may not provide a liquid market for investors. As a result,
investors may have difficulty buying or selling our shares, and the market price of our common stock may not reflect its underlying value.

 -
5 -

 Table

 The
market price of our common stock may fluctuate significantly, and investors may lose all or part of their investment.

 The
trading price of our common stock may be highly volatile and subject to wide fluctuations in response to numerous factors, including
operating results, changes in our business strategy, market conditions for blockchain and cryptocurrency companies, announcements by
competitors, regulatory developments, and general market sentiment. As a result, investors may experience substantial losses.

 We
may issue additional shares of common stock or other securities in the future, which could dilute existing stockholders and adversely
affect the market price of our common stock.

 We
may issue additional equity securities to raise capital, acquire assets, or for other purposes. Any such issuances may dilute the ownership
interests of existing stockholders and could depress the market price of our common stock.

 Our
common stock is currently considered to be a "penny stock," which could make it more difficult for investors to sell their
shares.

 Because
our common stock trades on the OTC Markets Group, Inc.'s OTCID tier at prices below $5.00 per share, it is likely considered a
"penny stock" under SEC rules. Broker-dealers who recommend penny stocks must provide investors with a standardized risk
disclosure document, make a suitability determination for each purchaser, and obtain the purchaser's written consent prior to executing
a transaction. These additional requirements may limit the willingness of broker-dealers to make a market in our stock or recommend it
to investors, which may reduce the liquidity and market price of our shares.

 The
risks described in this report may not include all of the risks that we face, and you may lose some or all of your investment.

 The
risks and uncertainties described in this report are not the only ones we face. Additional risks that are not currently known to us,
that we consider immaterial at this time, or that are otherwise apparent could also negatively affect our business. Investing in our
securities involves a high degree of risk, and there is no guarantee of any return. Investors should be aware that they may lose part
or all of their investment by investing in our common stock.

 Item
1B. Unresolved Staff Comments.

 As
a "smaller reporting company" as defined by Item 10 of Regulation S-K, the Company is not required to provide the information
required by this Item 1B.

 Item
1C. Cybersecurity

 We face cybersecurity
risks that could materially affect our business, financial condition, and results of operations. Cybersecurity threats include unauthorized
access, data breaches, theft, misuse, disruption, or destruction of systems, digital assets, or confidential information. These risks
are heightened given our reliance on digital asset custodians, cryptocurrency wallet providers, online hosting services, and other unaffiliated
third-party service providers.

 Because a substantial
portion of our current and past assets are maintained in the form of digital assets such as DOG Coin, and as of June 30, 2025, Cardano
(ADA) tokens, our exposure to cybersecurity threats is significant. If the systems of our third-party wallet providers, custodians, or
other service providers are compromised, or if our own limited internal protections fail, we could suffer an immediate and total loss
of such assets. Unlike traditional bank accounts or securities held with registered brokers, digital assets may not be recoverable if
stolen or rendered inaccessible due to a cyber incident. Any such loss could have a material adverse effect on our financial condition,
business prospects, and results of operations.

 We have not
developed or implemented a formal, enterprise-wide cybersecurity risk management program due to our small size, limited personnel, and
early stage of operations. Our approach to cybersecurity consists primarily of commercially available tools such as multi-factor authentication,
password protection, and encryption for certain Company accounts. We also rely on third-party custodians and wallet service providers
for safeguarding digital assets, and we informally monitor industry alerts and provider communications for potential risks. These measures
may not be sufficient to detect or prevent sophisticated or evolving threats, and our ability to evaluate or influence the cybersecurity
practices of third-party service providers is limited.

 Oversight of
cybersecurity matters rests with our sole officer and director, Levi Jacobson, who evaluates service providers, monitors for potential
incidents, and would be responsible for coordinating any response. We do not currently employ dedicated cybersecurity personnel or maintain
outside consultants on a continuing basis, though we may engage external advisors in the event of a material incident. As we currently
have only one director, board-level oversight and management responsibilities are consolidated.

 To date, we
have not experienced any known material cybersecurity incidents. However, there can be no assurance that our systems or those of our
service providers will not be compromised in the future. A successful attack could result in the theft or complete loss of our DOG Coin
or other digital asset holdings, disruption of planned operations, reputational harm, potential legal liability, and the diversion of
resources.

 Item
2. Properties.

 We
currently do not rent or own any properties. We utilize office space and equipment provided by our management at no cost.

 Item
3. Legal Proceedings.

 From
time to time, we may become party to litigation or other legal proceedings that we consider to be a part of the ordinary course of our
business. We are not currently involved in legal proceedings that could reasonably be expected to have a material adverse effect on our
business, prospects, financial condition, or results of operations. To the best of our knowledge, no adverse legal activity is anticipated
or threatened.

 Item
4. Mine Safety Disclosures.

 Not
applicable.

 PART
II

 Item
5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.

 Market
Information

 Our
common stock is quoted on the OTC Markets Group Inc.'s OTCID market tier under the ticker symbol "CBLO."

 There is generally
a limited trading market for our common stock. Our shares tend to be thinly traded, meaning they may not be easily bought or sold and
daily trading volume is often low. This limited liquidity can cause significant volatility in the market price of our shares.

 Investors should
be aware that the generally low trading volume may make it difficult to sell shares at or near their market price.

 Over-the-counter
market quotations reflect inter-dealer prices, without retail mark-up, mark-down or commission and may not necessarily represent actual
transactions.

 Quarter
 Ended

 High
 Bid

 Low
 Bid

 June 30, 2025

 $0.0800

 $0.0700

 March 31, 2025

 $0.0489

 $0.0090

 December 31, 2024

 $0.0051

 $0.0051

 September 30, 2024

 $0.0138

 $0.0138

 June 30, 2024

 $0.0188

 $0.0188

 March 31, 2024

 $0.0348

 $0.0348

 December 31, 2023

 $0.0400

 $0.0400

 September 30, 2023

 $0.0730

 $0.0730

 -6
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 Table

 Holders

 As
of June 30, 2025, the end of our most recent fiscal year, we had 274,726,005 shares of Common Stock, par value $0.001 per share, issued
and outstanding. We had no shares of Preferred Stock, par value $0.001 per share, issued and outstanding.

 As
of September 4, 2025, the most recent practicable date prior to the filing of this Annual Report, we had 379,236,005 shares of Common
Stock issued and outstanding.

 As
of September 4, 2025, we had approximately 42 holders of record of our Common Stock. This figure includes Cede & Co., the nominee
of The Depository Trust Company (DTC), which holds shares on behalf of numerous beneficial owners.

 Voting

 Each
share of common stock has voting rights of one vote per share.

 Dividends
and Share Repurchases

 We
have not paid any dividends to our stockholders. There are no restrictions, which would limit our ability to pay dividends on common
equity or that are likely to do so in the future.

 Issuer
Purchases of Equity Securities

 None.

 Equity
Compensation Plan Information

 We
do not have any equity compensation plans, either approved or not approved, by our security holders.

 Recent
Sales of Unregistered Securities; Uses of Proceeds from Registered Securities

 Note:
 The information regarding recent sales of securities below is presented through the date of the certified shareholder list, dated
September 4, 2025. Certain transactions may not be reflected because, although the related subscription agreements were signed on or
before that date, the shares had not yet been issued due to processing or because the Company had not yet received payment. Accordingly,
the dates described below for each transaction are presented on or about the date of the subscription agreement and may not represent
the actual date the shares were issued. The transactions detailed below, however, are included on the certified shareholder list as of
September 4, 2025.

 From approximately
February 20, 2025 through September 4, 2025, the Company issued securities in private placements that were exempt from registration under
Section 4(a)(2) of the Securities Act of 1933, as amended (the "Securities Act"), and Rule 506(b) of Regulation D. Each investor
represented that the securities were acquired for investment purposes and not with a view to distribution. No underwriting discounts,
commissions, or placement agent fees were paid. The proceeds were or may be used for general corporate purposes, including working capital,
as deemed appropriate by the Company's sole officer and director. All securities issued are subject to transfer restrictions and
bear appropriate legends.

 The descriptions
of the transactions below reflect the private placements and other securities issuances conducted pursuant to the terms described in
the preceding paragraph.

Stock Issuances - Restricted Stock

issued the following shares of restricted common stock to accredited investors. On or about February 20, 2025, the Company issued 1,000,000
shares at a purchase price of $0.04 per share for total proceeds of $40,000. On or about May 13, 2025, 5,000,000 shares were issued at
$0.01 per share for total proceeds of $50,000. On or about June 19, 2025, the Company issued 1,500,000 shares at $0.01 per share for
total proceeds of $15,000. On or about July 15, 2025, the Company issued 5,000,000 shares at $0.02 per share for total proceeds of $100,000
under a subscription agreement granting piggyback registration rights, and also issued 10,000,000 shares at $0.02 per share for total
proceeds of $200,000. On or about July 29, 2025, 12,500,000 shares were issued at $0.02 per share for total proceeds of $250,000. On
or about August 10, 2025, the Company issued 1,000,000 shares at a purchase price of $0.03 per share for total proceeds of $30,000. On
or about August 14, 2025, the Company issued 12,500,000 shares at a purchase price of $0.02 per share for total proceeds of $250,000.
On or about August 19, 2025, the Company issued 12,500,000 shares at a purchase price of $0.02 per share for total proceeds of $250,000.
On or about August 21, 2025, the Company issued 1,500,000 shares at $0.02 per share for total proceeds of $30,000. On or about August
25, 2025, the Company issued 10,000,000 shares at $0.01 per share for total proceeds of $100,000. On or about August 25, 2025, the Company
issued (i) 500,000 shares at $0.02 per share for total proceeds of $10,000, (ii) 10,000,000 shares at $0.01 per share for total proceeds
of $100,000, and (iii) 4,000,000 shares at $0.01 per share for total proceeds of $40,000.

 Quick
Capital, LLC Note Purchase Agreement and Convertible Promissory Note

 On
July 22, 2025, the Company entered into a Note Purchase Agreement (the "Purchase Agreement") with Quick Capital, LLC, a Wyoming
limited liability company ("QC"), pursuant to which the Company issued a convertible promissory note in the principal amount
of $55,555.56 (the "QC Note").

 The
QC Note carries a one-time guaranteed interest charge of $6,666.67 (equivalent to 12%), includes an original issue discount of $5,555.56,
and allocates $3,000.00 for QC's legal fees, resulting in net proceeds to the Company of $47,000.00.

 The
QC Note matures on or about April 22, 2026 (nine months after the issue date) and is convertible at QC's option into shares of
the Company's common stock at a conversion price selected by QC, which may be either:

 -A
fixed conversion price of $0.01, or

 -65%
of the lowest trading price of the Company's common stock during the 20 trading days prior to conversion (the "Variable Conversion
Price").

 The
Company shall include on any registration and/or offering statement subsequently filed with the SEC, including without limitation any
offering statement on Form 1-A, all Conversion Shares and all Warrant Shares for resale by Quick Capital, LLC (the "Buyer").
In addition to all other remedies available at law, in equity, or under this Agreement or any other Transaction Documents, failure to
comply with this obligation shall result in liquidated damages of $20,000.00 being immediately due and payable to the Buyer, at the Buyer's
election, in the form of a cash payment.

 In
the event of default, the QC Note accrues interest at a rate of 24% per annum or the maximum rate permitted by law, whichever is less.
The QC Note also contains standard adjustments for stock splits, dividends, recapitalizations, and includes anti-dilution protections.

 In
connection with the Purchase Agreement, the Company also issued to QC 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 equivalent to 100% warrant coverage, entitling QC to purchase shares of common
stock equal to 100% of the principal amount of the QC Note. The Company covenants that while the Note and/or Warrant remain outstanding,
the Company will reserve from its authorized and unissued Common Stock, three times (300%) of the number of shares of Common Stock, free
from pre-emptive rights, that would be issuable upon full, unconditioned conversion of the Note and exercise of the Warrant calculated
on the basis of the conversion price and exercise price, respectively, in effect as the Closing Date, which such reserved amounts shall
be increased by the Company from time to time in accordance with its obligations under such Securities. In addition to all other rights
in this Agreement and the Note, in the event that on any date (the "Reserve Depletion Date") the Company does not have available
enough authorized shares of Common Stock to satisfy any conversion request regarding the Note, or exercise of the Warrant, the Company
shall repay all outstanding amounts owed under the Note in full within sixty (60) days of the Reserve Depletion Date.

 The
QC Note and the related securities were issued in reliance on an exemption from registration under Section 4(a)(2) of the Securities
Act of 1933, as amended, and Rule 506 of Regulation D promulgated thereunder.

 -
7 -

 Table

 Coventry
Enterprises LLC Securities Purchase Agreement and Promissory Note

 On
July 22, 2025, the Company entered into a Securities Purchase Agreement with Coventry Enterprises LLC, a Delaware limited liability company
("Coventry"), pursuant to which the Company issued a promissory note in the principal amount of $200,000.00 (the "Coventry
Note").

 The
Coventry Note includes $20,000.00 of guaranteed interest, and was issued with an original issue discount of $20,000.00 and $10,000.00
allocated to legal documentation fees, resulting in gross proceeds to the Company of $170,000.00.

 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.

 The
Company shall issue ten million (10,000,000) shares of its restricted common stock (in book entry form) to Coventry Enterprises LLC ("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 Promissory Note, and was never in default during the term of the Note (independently of any cure period), then Coventry
shall, within ten (10) calendar days thereafter, return five million (5,000,000) of the Commitment Stock shares to the Company's
treasury for cancellation.

 The
Company shall include on any registration and/or offering statement subsequently filed with the SEC, including without limitation any
offering statement other than a registration statement on Form S-8 or S-4, all Commitment Stock, Conversion Shares, and any shares issuable
upon conversion of the Promissory Note (collectively, the "Shares") for resale by Coventry Enterprises LLC, notwithstanding
that Coventry may rely on another exemption, including Rule 144, to sell such Shares.

 The
Company shall reserve thirty million (30,000,000) shares of its common stock for issuance to Coventry upon conversion of the Promissory
Note.

 The
Coventry Note is not convertible under ordinary circumstances, but provides Coventry the option to convert the outstanding balance into
shares of common stock solely upon an event of default. In such event, the initial conversion price is equal to 102% of the lowest per-share
trading price during the twenty (20) trading day period prior to the conversion date (the "Calculated Conversion Price").
The note also provides that if the Company conducts a lower-priced equity financing within 90 days of such conversion, Coventry may elect
to apply the lower price (the "Alternative Conversion Price") in place of the Calculated Conversion Price, or receive additional
shares to reflect the difference.

 Coventry
Enterprises LLC Equity Line Agreement

 The
Company entered into a Common Stock Purchase Agreement (the "Equity Line Agreement") with Coventry Enterprises LLC, pursuant
to which Coventry committed to purchase up to $10,000,000.00 of the Company's common stock over a 36-month period beginning on
the effective date of the registration statement required under the agreement.

 -Under
the Equity Line Agreement, the Company may deliver drawdown notices from time to time, in amounts up to the lesser of:

 a.
$250,000 per drawdown,

 b.
No more than 200% of the average daily trading volume (based on dollar value) over the preceding 10 business days; and

 c.
Only to the extent that such purchase would not cause Coventry's beneficial ownership to exceed 4.99% of the Company's outstanding
common stock.

 -The
purchase price per share will be the lesser of:

 a.
80% of the lowest trading price of the Company's common stock during the 20 trading days prior to the closing date of the applicable
drawdown; or

 b.
The effective price per share of any equity security issued by the Company at a lower price within the 30 business days prior to the
drawdown notice.

 As
an inducement to Coventry Enterprises LLC ("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 five million (5,000,000) shares of
Common Stock (the "Commitment Shares"). Upon issuance, the Commitment Shares shall be duly authorized, fully paid, and non-assessable.
In lieu of delivering a physical certificate for the Commitment Shares, the Company shall cause its transfer agent to record such shares
in electronic book entry format on its books and records and shall provide Coventry with a statement documenting such notation.

 The
Company shall include on any registration and/or offering statement subsequently filed with the SEC, including without limitation any
offering statement other than a registration statement on Form S-8 or S-4, all Commitment Shares for resale by Coventry Enterprises LLC,
notwithstanding that Coventry may rely on another exemption, including Rule 144, to sell such shares.

 The
Equity Line Agreement references the following: 1) "Commitment Period" shall mean the thirty-six (36) months immediately
following the initial date of effectiveness of the S-1 Registration Statement.

 2)
"Transaction Documents" shall mean this Agreement and all schedules and exhibits hereto and thereto, including, but not limited
to, the Registration Rights Agreement by and between the Parties of even date herewith, attached hereto as Exhibit B.

 3)
IV.9.REGISTRATION RIGHTS.

 Except
as set forth on Schedule 4.9, in the Registration Rights Agreement by and between the Parties of even date herewith, attached hereto
as Exhibit B, no Person (other than the Investor) has any right to cause the Company to effect the registration under the Securities
Act of any securities of the Company or any Subsidiary.

 4)
Schedule 4.9 – Registration Rights

 5)
DEPOSITING SHARES. In the event that the investor cannot deposit the shares for any reason, for example the Stock is not "DWAC
Eligible", the price is too low or it is subject to a "DTC chill," the Drawdown will be delayed until the shares can
be deposited.

 No
Registration Rights Agreement has been made available to the Company as of the filing date of this Form 10-K.

 The
descriptions of the Quick Capital, LLC Note Purchase Agreement and Convertible Promissory Note, Coventry Enterprises LLC Securities
Purchase Agreement and Promissory Note, Coventry Enterprises LLC Equity Line Agreement collectively, (the "Agreements")
contained herein are summaries and do not purport to be complete. The full terms of each Agreement are included herein as exhibits to
this Annual Report (see Exhibit 10.2-10.7).

Stock Issuances – Restricted Stock for Services Rendered

 On
or about April 10, 2025, the Company issued 1,500,000 shares of restricted common stock at a value of $0.01 per share, for total non-cash
consideration of $15,000, to Root Ventures LLC in exchange for investor relations and related services. The shares were issued as a consulting
fee.

 The issuance
was made to an accredited investor in reliance on an exemption from registration under Section 4(a)(2) of the Securities Act and Rule
506(b) of Regulation D promulgated thereunder. The shares were issued for bona fide services and not for fundraising purposes. All shares
are subject to applicable transfer restrictions and bear appropriate restrictive legends.

 Purchases
of Equity Securities by the Issuer and Affiliated Purchasers

 None.

 -
8 -

 Table

 Item
6. Selected Financial Data.

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

 Item
7. Management's Discussion and Analysis of Financial Condition and Results of Operations.

 Forward
Looking Statements

 This
section includes 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, as added by the Private Securities Litigation Reform Act of 1995. These statements are based on management's
current expectations and assumptions, and such statements are subject to risks and uncertainties. There can be no assurance that any
of our plans, objectives, or projections will be achieved. It is possible that any of our planned initiatives may not materialize, and
investors could lose some or all of their invested capital. Forward-looking statements speak only as of the date they are made, and we
do not undertake any obligation to update them unless required by law.

 Business
Overview

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

 For
a detailed discussion of the Company's business, plans, and related information, please refer to Item 1 "Business"
of this annual report.

 Results
of Operations (For the Fiscal Year Ended June 30, 2025, and June 30, 2024)

 Revenues

the fiscal year ended June 30, 2025, we generated $185 in revenue from staking rewards, which constituted all of our revenue for that
period. These staking rewards were solely earned from holding and staking Cardano (ADA) tokens. Staking rewards, as defined herein, are
earnings received for participating in the network's validation process by locking certain cryptocurrencies to help secure the
blockchain and process transactions. During this period, the Company did not hold any Dog Coin (DOG) tokens, and therefore no staking
rewards were generated from DOG. During the fiscal year ended June 30, 2024, the Company did not generate any revenue.

 Operating
Expenses

 Our
operating expenses for the fiscal year ended June 30, 2025, were $222,780, all of which were general and administrative expenses. This
represents an increase compared to operating expenses of $30,020 for the fiscal year ended June 30, 2024, which were also entirely general
and administrative expenses. The increase was primarily due to the Company's increased level of operations, including $84,000 in
accrued officer compensation under an employment agreement entered into in February 2025, as well as increased professional and administrative
fees.

 Other
Income (Loss)

the fiscal year ended June 30, 2025, we recorded a nominal loss of $2 from the sale of cryptocurrency and an impairment loss of $12,668.
There was no comparable activity during the fiscal year ended, June 30, 2024.

 Net
Loss

 Our
net loss for the fiscal year ended June 30, 2025 was $235,265, compared to a net loss of $30,020 for the fiscal year ended June 30, 2024.
The increase in net loss primarily reflects higher operating expenses due to the increased level of operations, including professional
and administrative fees and officer compensation.

 Liquidity
and Capital Resources

 As
of June 30, 2025, the Company had total assets of $75,551 (including $9 in cash, $62,474 in cryptocurrency, all of which was ADA tokens,
and $13,068 in prepaid expenses), total liabilities of $84,000 (all accrued officer compensation), and a stockholders' deficit
of $8,449. Net cash used in operating activities was $149,333 for the fiscal year ended June 30, 2025, compared to $30,020 for the
fiscal year ended June 30, 2024, reflecting increased corporate expenses and compensation accruals. Net cash used in investing activities
was $62,474 for the fiscal year ended June 30, 2025, related to cryptocurrency purchases, with no investing activities in fiscal 2024.
Net cash provided by financing activities was $211,786 for the fiscal year ended June 30, 2025, primarily attributable to sales of our
common stock, including $223,000 in common stock sales and $50,000 in proceeds for shares payable, partially offset by repayment of a
$61,214 related-party loan. In fiscal 2024, financing activities consisted solely of a $30,050 loan from our sole officer and director.
We have incurred recurring losses from operations since inception and expect to continue incurring losses until such time as we commence
profitable cryptocurrency mining operations or other revenue-generating activities. We will require additional funding, likely through
equity financing or related-party contributions, to sustain operations. There can be no assurance that such funding will be available
on acceptable terms or at all.

 Going
Concern

 We
have incurred recurring losses from operations since inception and expect to continue incurring losses until such time as we commence
profitable cryptocurrency mining operations or other revenue-generating activities, including but not limited to digital asset management
and related initiatives. Our recurring operating loss, accumulated deficit of $298,184 as of June 30, 2025, and minimal cash balance
raise substantial doubt about our ability to continue as a going concern for the next twelve months. Management's plans include
raising additional capital and pursuing our proposed cryptocurrency mining operations; however, there is no assurance that these plans
will be successful.

 Item
7A. Quantitative and Qualitative Disclosures about Market Risk.

 We
qualify as a smaller reporting company, as defined by Item 10 of Regulation S-K and, thus, are not required to provide the information
required by this Item.

 -
9 -

 Table

 Item
8. Financial Statements and Supplementary Data.

 C2

 FINANCIAL
STATEMENTS

TO FINANCIAL STATEMENTS

 Pages

 Report
 of Independent Registered Public Accounting Firm

 F2

 Balance
 Sheets

 F3

 Statements
 of Operations

 F4

 Statements
 of Changes in Stockholders' Deficit

 F5

 Statements
 of Cash Flows

 F6

 Notes
 to Financial Statements

 F7-F9

 -
F1 -

 Table

 MICHAEL GILLESPIE & ASSOCIATES, PLLC

 CERTIFIED PUBLIC ACCOUNTANTS

 Vancouver, WA 98666

 206.353.5736

 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM

 To
the Shareholders & Board of Directors

 C2

 Opinion
on the Financial Statements

 We
have audited the accompanying balance sheets of C2 Blockchain, Inc. (the Company) as of June 30, 2025 and 2024 and the related statements
of operations, changes in stockholders' deficit, cash flows, and the related notes (collectively referred to as "financial
statements") for the fiscal years then ended. In our opinion, the financial statements present fairly, in all material respects,
the financial position of the Company as of June 30, 2025 and 2024 and the results of its operations and its cash flows for the fiscal
years then ended in conformity with accounting principles generally accepted in the United States of America.

 Going
Concern

 The
accompanying financial statements have been prepared assuming the Company will continue as a going concern. As discussed in Note #3 to
the financial statements, although the Company has limited operations it has yet to attain profitability. This raises substantial doubt
about its ability to continue as a going concern. Management's plan in regard to these matters is also described in Note #3. The
financial statements do not include any adjustments that might result from the outcome of this uncertainty.

 Basis
for Opinion

 These
financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's
financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board
(United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities
laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

 We
conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company
is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audit,
we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion
on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion.

 Our
audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error
or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding
the amounts and disclosures in the financial statements. Our audit also included evaluating the accounting principles used and significant
estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provides
a reasonable basis for our opinion.

 /S/
 MICHAEL GILLESPIE & ASSOCIATES, PLLC

 We
have served as the Company's auditor since 2024.

 PCAOB
ID: 6108

 Vancouver,
Washington

 September
4, 2025

 -
F2 -

 Table

 C2

 Balance
Sheets

 (Audited)

 June
 30, 2025

 June
 30, 2024

 ASSETS

 CURRENT
 ASSETS

 Cash
 and cash equivalents

 $

 $

 Prepaid
 Expenses

 13,068

 -

 Total
 Current Assets

 13,077

 NON-CURRENT
 ASSETS

 Intangible
 assets – cryptocurrency

 $

 62,474

 $

 -

 TOTAL
 ASSETS

 $

 75,551

 $

 LIABILITIES
 AND STOCKHOLDERS' DEFICIT

 CURRENT
 LIABILITIES

 Accrued
 liabilities

 $

 84,000

 $

 -

 Loan
 to Company - related party

 -

 61,214

 TOTAL
 LIABILITIES

 $

 84,000

 $

 61,214

 Stockholders'
 Equity (Deficit)

 Preferred
 stock ($.001 par value, 20,000,000 shares authorized; 0 issued and outstanding as of June 30, 2025, and
 June 30, 2024)

 -

 -

 stock ($.001 par value, 500,000,000 shares authorized, 274,736,005 and 253,936,005 shares issued and outstanding
 as of June 30, 2025, and June 30, 2024, respectively)

 274,736

 253,936

 Additional
 paid-in capital

 ( 35,401)

 ( 252,601)

 payable

 -

 Accumulated
 deficit

 ( 297,784)

 ( 62,519)

 Total
 Stockholders' Equity (Deficit)

 ( 8,449)

 ( 61,184)

 TOTAL
 LIABILITIES & STOCKHOLDERS' EQUITY (DEFICIT)

 $

 75,551

 $

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

 -
F3 -

 Table

 C2

 Statement
of Operations

 (Audited)

 Year
 Ended June 30, 2025

 Year
 Ended June 30, 2024

 Revenue

 Staking
 rewards

 $

 $

 -

 Total
 revenue

 -

 Operating
 expenses

 General
 and administrative expenses

 $

 222,780

 $

 30,020

 Total
 operating expenses

 222,780

 30,020

 Operating
 Income (Loss)

 $

 ( 222,595)

 $

 Other
 Income/(Loss)

 Impairment
 expense

 $

 ( 12,668)

 $

 -

 Gain (loss)
 on sale of cryptocurrency

 ( 2)

 -

 Total
 Other Income (Loss)

 ( 12,670)

 -

 Net
 loss

 $

 ( 235,265)

 $

 Basic
 and Diluted net loss per common share

 $

 ( 0.00)

 $

 ( 0.00)

 Weighted
 average number of common shares outstanding - Basic and Diluted

 258,563,676

 253,936,005

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

 -
F4 -

 Table

 C2

 Statement
of Changes is Stockholder (Deficit)

 For
the Period June 30, 2023, to June 30, 2025

 (Audited)

 Par
 Value Common Shares

 Additional
 Paid-in Capital

 Payable

 Accumulated
 Deficit

 Total

 Balances,
 June 30, 2023

 253,936,005

 $

 253,936

 $

 ( 252,601)

 $

 -

 $

 ( 32,499)

 $

 ( 31,164)

 Net
 loss

 -

 -

 -

 -

 Balances,
 June 30, 2024

 253,936,005

 $

 253,936

 $

 ( 252,601)

 $

 -

 $

 ( 62,519)

 $

 ( 61,184)

 shares sold

 19,300,000

 19,300

 203,700

 -

 -

 223,000

 Cash
 received for shares not yet issued

 -

 -

 -

 -

 issued as compensation

 1,500,000

 1,500

 13,500

 -

 -

 15,000

 Net
 loss

 -

 -

 -

 -

 ( 235,265)

 ( 235,265)

 Balances,
 June 30, 2025

 274,736,005

 $

 274,736

 $

 ( 35,401)

 $

 $

 ( 297,784)

 $

 ( 8,449)

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

 -
F5 -

 Table

 C2

 Statement
of Cash Flows

 (Audited)

 Year
 Ended June 30, 2025

 Year
 Ended June 30, 2024

 CASH
 FLOWS FROM OPERATING ACTIVITIES

 Net
 loss

 $

 ( 235,265)

 $

 Adjustment
 to reconcile net loss to net cash used in operating activities:

 Accrued
 expenses

 84,000

 -

 Share
 based compensation

 15,000

 -

 in current assets and liabilities:

 Prepaid
 expenses

 ( 13,068)

 -

 Net
 cash used in operating activities

 ( 149,333)

 CASH
 FLOWS FROM INVESTING ACTIVITIES

 Cash
 paid for cryptocurrency

 $

 ( 62,474)

 $

 -

 Net
 cash used in investing activities

 ( 62,474)

 -

 CASH
 FLOWS FROM FINANCING ACTIVITIES

 Proceeds
 from the sale of common shares

 $

 223,000

 $

 -

 Cash
 received for shares not yet issued

 -

 Loan
 to company - related party

 -

 30,050

 Payments
 to reduce loan from related party

 ( 61,214)

 -

 Net
 cash provided by financing activities

 211,786

 30,050

 Net
 change in cash

 $

 ( 21)

 $

 Beginning
 cash balance

 -

 Ending
 cash balance

 $

 $

 SUPPLEMENTAL
 DISCLOSURE OF CASH FLOW INFORMATION:

 Interest
 paid

 $

 -

 $

 -

 Income
 taxes paid

 $

 -

 $

 -

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

 -
F6 -

 Table

 C2

 Notes
to the Audited 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 utilizes home office space provided at no cost by its sole officer and director, Levi Jacobson.

 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.

 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 June 30, 2025, and June 30, 2024, were $ 9 and $ 30, respectively.

 Comprehensive
income or loss

 ASC
Topic 220, "Comprehensive Income", establishes standards for reporting and display of comprehensive income or loss, its components
and accumulated balances. Comprehensive income or loss as defined includes all changes in equity during a period from non-owner sources.
Accumulated comprehensive income, as presented in the accompanying consolidated statements of shareholders' equity consists of
changes in unrealized gains and losses on foreign currency translation.

 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 June 30, 2025, and June 30, 2024.

 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 June 30, 2025, 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 June
30, 2025. 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.

 -
F8 -

 Table

 Related
Parties

 The
Company follows ASC 850, Related Party Disclosures, for the identification of related parties and disclosure of related
party transactions.

 Share-Based

 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 June 30, 2025, and June 30, 2024.

 The
Company's stock-based compensation for the periods ended June 30, 2025, and June 30, 2024, was $ 15,000 and $0, respectively.

 Recently
Issued Accounting Pronouncements

 The
Company has implemented all new accounting pronouncements that are in effect and that may impact its financial statements and does not
believe that there are any other new pronouncements that have been issued that might have a material impact on its financial position
or results of operations.

 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 $ 297,784 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.

 Significant
components of the Company's deferred tax assets are as follows:

 June 30, 2025

 June 30, 2024

 Deferred tax asset, generated from net operating loss

 $

 62,535

 $

 13,129

 Valuation allowance

 ( 62,535)

 ( 13,129)

 $

 -

 $

 -

 The
reconciliation of the effective income tax rate to the federal statutory rate is as follows:

 Federal
 income tax rate 21.0%

 21.0

 %

 Increase
 in valuation allowance (21.0%)

 (21.0

 %)

 Effective
 income tax rate 0.0%

 0.0

 %

 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, Los s 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 June 30, 2025, and June 30, 2024 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 June 30, 2025, the Company is in dispute with a vendor regarding services to the Company totaling $ 12,500. Based on the Company's
analysis pursuant to ASC 450-20, Loss Contingencies, the payment of this disputed amount is considered uncertain at the time of filing
this report. No liability was recorded as of June 30, 2025 for this disputed amount.

 Note
 6 - Prepaid Expenses

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 June 30, 2025, with the remaining balance of $ 13,068
to be expensed in the next fiscal year.

 Note 7 - Intangible Asset - Cryptocurrency

 The
Company has holdings of cryptocurrency as a long-term reserve and investment. During the year ended June 30, 2025, the Company purchased
cryptocurrency totaling $ 75,142, consisting entirely of Cardano (ADA) tokens. The Company recorded an impairment expense of $ 12,668 at
June 30, 2025 related to this cryptocurrency asset (see Note 9).

 -
F9 -

 Table

 Note
8 - Accrued Expenses

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

 Note
9 - Impairment Expense

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, subsequent to June 30, 2025, management made the decision to fully divested its ADA token holdings. The Company realized an
approximate loss of $ 12,668 with
the sale of these assets. This amount was recognized as an impairment expense in the financial reports for the 2025 fiscal year end filing.

 Note
10 - Shareholder Equity

 Preferred
Stock

 The
authorized preferred stock of the Company consists of 20,000,000 shares with a par value of $ 0.001. There were no shares issued and outstanding
as of June 30, 2025, and June 30, 2024.

Stock

 The
authorized common stock of the Company consists of 500,000,000 shares with a par value of $ 0.001. There were 274,736,005 and 253,936,005
shares of common stock issued and outstanding as of June 30, 2025 and June 30, 2024, respectively.

 On
or about April 10, 2025, the Company issued 1,500,000 shares of restricted common stock at a value of $ 0.01 per share, for total non-cash
consideration of $ 15,000, to Root Ventures LLC in exchange for investor relations and related services. The shares were issued as a consulting
fee.

 The issuance
was made to an accredited investor in reliance on an exemption from registration under Section 4(a)(2) of the Securities Act and Rule
506(b) of Regulation D promulgated thereunder. The shares were issued for bona fide services and not for fundraising purposes.

the year ended June 30, 2025, the Company sold an aggregate of 16,800,000 shares of common stock to eight investors pursuant to its qualified
Regulation A+ Tier II offering, for total proceeds of $168,000. In addition, the Company issued a total of 2,500,000 shares of restricted
common stock to two 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 $55,000. Of these, 1,000,000
shares were sold at a purchase price of $0.04 per share for proceeds of $40,000, and 1,500,000 shares were sold at a purchase price of
$0.01 per share for proceeds of $15,000. The restricted shares are subject to transfer restrictions and bear appropriate restrictive
legends.

payable

the year ended June 30, 2025, the Company received funds totaling $ 50,000 from a prospective shareholder. As of June 30, 2025, the subscribed
shares had not yet been issued.

 Note
11 - Related-Party Transactions

 Consulting
Fees

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.

 Loan

 The
Company's sole officer and director, Levi Jacobson, paid expenses on behalf of the company totaling $ 30,050 during the period
ended June 30, 2024. These payments were considered as a loan to the Company which was noninterest-bearing, unsecured and payable on
demand. As of June 30, 2024, the related party loan to the Company totaled $ 61,214.

the year ended June 30, 2025, the Company made payments to our sole officer and director, Levi Jacobson, totaling $ 61,214 to pay off
the loan in full.

 Office
Space

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

 Note
12 - Subsequent Events

has evaluated subsequent events through September 4, 2025, the most recent practicable date prior to the filing of this Annual Report,
which is the date the financial statements were available to be issued.

 Note:
The information regarding recent sales of securities below is presented through the date of the certified shareholder list, dated September
4, 2025. Certain transactions may not be reflected because, although the related subscription agreements were signed on or before that
date, the shares had not yet been issued due to processing or because the Company had not yet received payment. Accordingly, the dates
described below for each transaction are presented on or about the date of the subscription agreement and may not represent the
actual date the shares were issued. The transactions detailed below, however, are included on the certified shareholder list as of September
4, 2025.

 Events or transactions
occurring after June 30, 2025, but before September 4, 2025, that would require recognition or disclosure in the financial statements
have been considered. Certain subscription agreements signed on or prior to September 4, 2025, may not be reflected if the shares had
not yet been processed for reasons such as, but not limited to, the Company not having received payment for the shares.

 Pursuant
to a subscription agreement executed prior to the fiscal year ended June 30, 2025, the Company received $ 50,000 in proceeds for the sale
of 5,000,000 freely transferable shares of common stock to an accredited investor under its qualified Regulation A+ Tier II offering
statement. The shares were subsequently issued on or about July 1, 2025. (see Note 10 - Shares Payable).

 Subsequent
to June 30, 2025, the Company completed the following equity issuances to accredited investors:

 On
or about July 15, 2025, the Company issued 10,000,000 shares of restricted common stock at $0.02 per share in a private placement.

 On
or about July 15, 2025, the Company issued 5,000,000 shares of restricted common stock at $0.02 per share under a separate subscription
agreement, granting piggyback registration rights.

 On
or about July 29, 2025, the Company issued 12,500,000 shares of restricted common stock at $0.02 per share.

 On
or about August 10, 2025, the Company issued 1,000,000 shares of restricted common stock at $0.03 per share.

 On
or about August 14, 2025, the Company issued 12,500,000 shares of restricted common stock at $0.02 per share.

 On
or about August 19, 2025, the Company issued 12,500,000 shares of restricted common stock at $0.02 per share.

 On or about August 21, 2025, the Company issued 1,500,000 shares of restricted common
stock at $0.02 per share.

 On or about August 25, 2025, the Company issued 10,000,000 shares of restricted common
stock at $0.01 per share.

 On or about August 25, 2025, the Company issued (i) 500,000 shares of restricted common
stock at $0.02 per share, (ii) 10,000,000 shares of restricted common stock at $0.01 per share, and (iii) 4,000,000 shares of restricted
common stock at $0.01 per share.

 All
restricted issuances were made in reliance on exemptions under Section 4(a)(2) and Rule 506(b) of Regulation D. No underwriting discounts
or commissions were paid, and proceeds are intended for general corporate purposes.

 Additional
Information:

 Quick
Capital, LLC Note Purchase Agreement and Convertible Promissory Note

 On
July 22, 2025, the Company entered into a Note Purchase Agreement (the "Purchase Agreement") with Quick Capital, LLC, a Wyoming
limited liability company ("QC"), pursuant to which the Company issued a convertible promissory note in the principal amount
of $ 55,555.56 (the "QC Note").

 In
connection with the Purchase Agreement, the Company also issued to QC 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 equivalent to 100% warrant coverage, entitling QC to purchase shares of common
stock equal to 100% of the principal amount of the QC Note.

 The
QC Note and the related securities were issued in reliance on an exemption from registration under Section 4(a)(2) of the Securities
Act of 1933, as amended, and Rule 506 of Regulation D promulgated thereunder.

 Coventry
Enterprises LLC Securities Purchase Agreement and Promissory Note

 On
July 22, 2025, the Company entered into a Securities Purchase Agreement with Coventry Enterprises LLC, a Delaware limited liability company
("Coventry"), pursuant to which the Company issued a promissory note in the principal amount of $ 200,000.00 (the "Coventry
Note").

 The
Coventry Note includes $ 20,000.00 of guaranteed interest, and was issued with an original issue discount of $ 20,000.00 and $ 10,000.00
allocated to legal documentation fees, resulting in gross proceeds to the Company of $ 170,000.00.

 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.

 The
Company shall issue ten million ( 10,000,000) shares of its restricted common stock (in book entry form) to Coventry Enterprises LLC ("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 Promissory Note, and was never in default during the term of the Note (independently of any cure period), then Coventry
shall, within ten (10) calendar days thereafter, return five million ( 5,000,000) of the Commitment Stock shares to the Company's
treasury for cancellation.

 The
Company shall reserve thirty million ( 30,000,000) shares of its common stock for issuance to Coventry upon conversion of the Promissory
Note.

 Coventry
Enterprises LLC Equity Line Agreement

 The
Company entered into a Common Stock Purchase Agreement (the "Equity Line Agreement") with Coventry Enterprises LLC, pursuant
to which Coventry committed to purchase up to $ 10,000,000.00 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 Enterprises LLC ("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 five million (5,000,000) shares of
Common Stock (the "Commitment Shares"). Upon issuance, the Commitment Shares shall be duly authorized, fully paid, and non-assessable.
In lieu of delivering a physical certificate for the Commitment Shares, the Company shall cause its transfer agent to record such shares
in electronic book entry format on its books and records and shall provide Coventry with a statement documenting such notation.

 The
descriptions of the Quick Capital, LLC Note Purchase Agreement and Convertible Promissory Note, Coventry Enterprises LLC Securities Purchase
Agreement and Promissory Note, and Coventry Enterprises LLC Equity Line Agreement (collectively, the "Agreements") provided
herein are summaries and do not contain all the details. Complete copies of each Agreement are included as exhibits to this Annual Report
(see Exhibits 10.2 through 10.7).

 -
F10 -

 Table

 Item
9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.

 On
May 3, 2024, the Board of Directors of C2 Blockchain, Inc. (the "Company"), consisting solely of Levi Jacobson, approved
the dismissal of BF Borgers CPA PC ("BF Borgers") as the Company's independent registered public accounting firm.

 The
audit reports issued by BF Borgers for the fiscal years ended June 30, 2023, and June 30, 2022, did not contain any adverse opinions
or disclaimers of opinion and were not qualified or modified with respect to uncertainty, audit scope, or accounting principles, except
for an explanatory paragraph regarding the Company's ability to continue as a going concern.

the fiscal years ended June 30, 2023, and June 30, 2022, and up to the termination date of May 3, 2024, there were no disagreements with
BF Borgers on any matters of accounting principles or practices, financial statement disclosures, or auditing scope or procedures that
would have required BF Borgers to reference such disagreements in its reports.

 Additionally,
during these periods and through May 3, 2024, there were no "reportable events," as defined in Item 304(a)(1)(iv) and Item
304(a)(1)(v) of Regulation S-K, except for the material weaknesses in internal control over financial reporting previously disclosed
in the Company's Annual Report.

 The
Company provided BF Borgers with a copy of the disclosure made herein in response to Item 304(a) of Regulation S-K. BF Borgers is not
currently permitted to appear or practice before the Securities and Exchange Commission ("SEC"), as noted in the SEC's
Staff Statement on Issuer Disclosure and Reporting Obligations in Light of Rule 102(e) Order against BF Borgers CPA PC, issued on May
3, 2024. Accordingly, if BF Borgers does not furnish a letter to the SEC pursuant to Item 304(a)(3) of Regulation S-K stating whether
it agrees with the statements made herein, no further action will be taken by the Company.

 On
May 9, 2024, the sole director approved the engagement of Michael Gillespie & Associates, PLLC (PCAOB ID: 6108) as the Company's
independent registered public accounting firm, effective immediately. Michael Gillespie & Associates, PLLC has since conducted the
audit of the fiscal year ended June 30, 2024, performed reviews of interim quarterly financial reports, and, as of the date of this filing,
has completed the audit of the fiscal year ended June 30, 2025.

 Item
9A Controls and Procedures.

 Evaluation
of Disclosure Controls and Procedures

 We
maintain "disclosure controls and procedures," as such term is defined in Rule 13a-15e and Rule 15d-15(e) under the Exchange
Act that are designed to ensure that information required to be disclosed in our reports filed under the Exchange Act is recorded, processed,
summarized and reported within the time periods specified in the SEC's rules and forms, and that such information is accumulated and
communicated to our management, which currently consists solely of our officer and director, Levi Jacobson.

 As
of June 30, 2025, the end of the year covered by this Report, we carried out an evaluation, under the supervision of Levi Jacobson, our
sole officer and director, of the effectiveness of the design and operation of our disclosure controls and procedures. Mr. Jacobson concluded
that the disclosure controls and procedures were not effective as of the end of the year covered by this Report due to material weaknesses
identified below.

 Management's
Annual Report on Internal Control Over Financial Reporting

 Levi
Jacobson, our sole officer and director, is responsible for establishing and maintaining adequate internal control over our financial
reporting (as defined in Rule 13a-15(f) under the Exchange Act). Internal control over financial reporting is a process, including policies
and procedures, designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial
statements for external reporting purposes in accordance with U.S. generally accepted accounting principles. Our sole officer, Mr. Jacobson,
assessed our internal control over financial reporting using the criteria in Internal Control – Integrated Framework (2013), issued
by the Committee of Sponsoring Organizations of the Treadway Commission ("COSO"). A system of internal control over financial
reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial
statements for external purposes in accordance with generally accepted accounting principles. Because of its inherent limitations, internal
control over financial reporting may not prevent or detect misstatements.

 Based
on our evaluation under the framework in COSO, our sole officer and director, Levi Jacobson, concluded that our internal control over
financial reporting was ineffective as of June 30, 2025 based on such criteria. Deficiencies existed in the design or operation of our
internal control over financial reporting that adversely affect our internal controls and that may be considered material weaknesses.
A material weakness is a significant deficiency, or combination of deficiencies, in internal control over financial reporting that results
in more than a remote likelihood that a material misstatement of the annual or interim financial statements will not be prevented or
detected. As a result of the determination that there was a lack of resources to provide segregation of duties consistent with control
objectives, the lack of a formal audit committee, and the lack of a formal review process that includes multiple levels of review over
financial disclosure and reporting processes, our sole officer and director, Mr. Jacobson, has determined that material weaknesses existed
as of June 30, 2025.

 The
weaknesses and the related risks are not uncommon in a company of our size because of the limitations in the size and number of our staff.
To address these material weaknesses, and subject to the receipt of additional financing or cash flows, we intend to undertake remediation
measures to address the material weaknesses described in this Report, including implementing procedures pursuant to which we can ensure
segregation of duties and hire additional resources to ensure appropriate review and oversight.

 A
control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of
the control system are met under all potential conditions, regardless of how remote, and may not prevent or detect all errors and all
fraud. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all
control issues, if any, within the Company have been detected. These inherent limitations include the realities that judgments in decision-making
can be faulty and that breakdowns can occur because of a simple error or mistake. Our internal control over financial reporting is designed
to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external
purposes in accordance with generally accepted accounting principles.

 Auditor's
Report on Internal Control Over Financial Reporting

 This
Report does not include an attestation report of our independent registered public accounting firm regarding internal control over financial
reporting. The report of our sole officer and director, Levi Jacobson, was not subject to attestation by our independent registered public
accounting firm pursuant to the rules of the SEC that permit us to provide only management's report in this Report.

in Internal Control Over Financial Reporting

 There
have been no changes in our internal control over financial reporting (as that term is defined in Rules 13(a)-15(f) and 15(d)-15(f) of
the Exchange Act) that have occurred during the fourth quarter ended June 30, 2025, that have materially affected, or are reasonably
likely to materially affect, our internal control over financial reporting.

 Item
9B. Other Information.

 None.

 -
10 -

 Table

 PART
III

 Item
10. Directors, Executive Officers and Corporate Governance.

 Each
of our directors holds office until the next annual meeting of our stockholders or until his successor has been elected and qualified,
or until his death, resignation, or removal. Our executive officers are appointed by our board of directors and hold office until their
death, resignation, or removal from office.

 Our
current executive officers and directors and additional information concerning them are as follows:

 Name

 Age

 Position(s)

 Levi
 Jacobson

 Chief
 Executive Officer, Chief Financial Officer, Chief Accounting Officer, President, Secretary, and Director

 Levi
Jacobson - Chief Executive Officer, Chief Financial Officer, Chief Operations Officer, Chief Accounting Officer, President, Secretary
and sole Director.

 On June 30, 2021, Mr. Levi Jacobson was appointed Chief
Executive Officer, Chief Financial Officer, President, Secretary, Treasurer, and Director of C2 Blockchain, Inc., positions he continues
to hold.

 He previously served as a director and sole officer of Elektros,
Inc. from December 1, 2020, until his resignation on July 1, 2021. Mr. Jacobson also served as Chief Executive Officer and sole director
of China Xuefeng Environmental Engineering Group from November 19, 2020, until July 1, 2021, when he resigned from those roles. Since
November 13, 2015, he has been the CEO and sole director of Hemp Naturals, Inc.; however, he does not currently devote material time
to that role as the operations of Hemp Naturals are inactive. In addition, he has served as CEO and sole director of American Estate
Management Company since July 7, 2021, though he does not devote material time to that position as the operations of the entity are also
inactive. From 2016 to 2019, Mr. Jacobson was employed by Bluejay Management LLC, a real estate development firm in Hewlett, NY, where
he assisted with property management, rent collection, and remodeling.

 Mr. Jacobson's
extensive business acumen and experience as an officer and director across various companies culminated in his appointment as the sole
officer and director of C2 Blockchain, Inc.

 -
11 -

 Table

 Committees
of the Board

 We
currently do not have nominating, compensation, or audit committees, or committees performing similar functions, nor do we have a written
nominating, compensation, or audit committee charter. Our sole officer and director, Levi Jacobson, believes that it is not necessary
to have such committees given the Company's current size and the limited scope of its business. Currently, Mr. Jacobson is performing
the functions of these committees.

 In
lieu of an Audit Committee, our board of directors, which consists solely of our officer and director, Levi Jacobson, is responsible
for reviewing and making recommendations concerning the selection of outside auditors, reviewing the scope, results, and effectiveness
of the annual audit of our financial statements and other services provided by our independent registered public accounting firm. Mr.
Jacobson also reviews our internal accounting controls, practices, and policies.

 Audit
Committee Financial Expert

 Our
board of director(s) has determined that we do not have a board member that qualifies as an "audit committee financial expert"
as defined in Item 407(d)(5) of Regulation S-K. We believe that given our current size and the limited scope of our business, retaining
an independent director who would qualify as an audit committee financial expert would be overly costly and burdensome. We will consider
establishing an Audit Committee, and identifying an individual to serve as an independent director and as the audit committee financial
expert when so required.

 Involvement
in Certain Legal Proceedings

 None
of our executive officers and directors, of which we have only one, Levi Jacobson, has been involved in or a party to any of the following
events or actions during the past ten years:

 1.

 Any petition
 under the federal bankruptcy laws or any state insolvency laws filed by or against, or an appointment of a receiver, fiscal agent,
 or similar officer by a court for the business or property of such person, a partnership in which such person was a general partner
 at or within two years before the time of such filing, or any corporation or business association of which such person was an executive
 officer either at or within two years prior to the time of such filing;

 2.

 Any conviction in a criminal
 proceeding or being subject to a pending criminal proceeding (excluding traffic violations and other minor offenses);

 3.

 Being subject to any order,
 judgment, or decree, not subsequently reversed, suspended, or vacated, of any court of competent jurisdiction, permanently or temporarily
 enjoining, such person from, or otherwise limiting, the following activities: (i) acting as a futures commission merchant,
 introducing broker, commodity trading advisor, commodity pool operator, floor broker, leverage transaction merchant, any other person
 regulated by the Commodity Futures Trading Commission, or an associated person of any of the foregoing, or as an investment advisor,
 underwriter, broker or dealer in securities, or as an affiliated person, director, or employee of any investment company, bank, savings
 and loan association, or insurance company, or engaging in or continuing any conduct or practice in connection with such activity;
 (ii) engaging in any type of business practice; or (iii) engaging in any activity in connection with the purchase or sale of any
 security or commodity or in connection with any violation of federal or state securities laws or federal commodities laws;

 4.

 Being the subject of any
 order, judgment or decree, not subsequently reversed, suspended or vacated, of any federal or state authority barring, suspending
 or otherwise limiting for more than 60 days the right of such person to engage in any activity described in paragraph (3)(i) above,
 or to be associated with persons engaged in any such activity;

 5.

 Being found by a court
 of competent jurisdiction (in a civil action) or the SEC to have violated a Federal or State securities law, and the judgment has
 not been subsequently reversed, suspended, or vacated;

 6.

 Being found by a court
 of competent jurisdiction in a civil action or by the Commodity Futures Trading Commission to have violated any Federal commodities
 law, and the judgment in such civil action or finding by the Commodity Futures Trading Commission has not been subsequently reversed,
 suspended, or vacated;

 7.

 Being the subject of, or
 a party to, any Federal or State judicial or administrative order, judgment, decree, or finding, not subsequently reversed, suspended
 or vacated, relating to an alleged violation of:(i) any Federal or State securities or commodities law or regulation; (ii) any law
 or regulation respecting financial institutions or insurance companies including, but not limited to, a temporary or permanent injunction,
 order of disgorgement or restitution, civil money penalty or temporary or permanent cease-and-desist order, or removal or prohibition
 order; or (iii) any law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity; or

 8.

 Being the subject of, or
 a party to, any sanction or order, not subsequently reversed, suspended, or vacated, of any self-regulatory organization (as defined
 in Section 3(a)(26) of the Exchange Act (15 U.S.C. 78c(a)(26))), any registered entity (as defined in Section 1(a)(29) of the Commodity
 Exchange Act (7 U.S.C. 1(a)(29))), or any equivalent exchange, association, entity or organization that has disciplinary authority
 over its members or persons associated with a member.

 Code
of Ethics

 We
have not adopted a formal Code of Ethics. The Company has material operations but currently has only one employee, our sole officer and
director, Levi Jacobson. In the event the number of employees, officers, and/or directors increases in the future, we may take actions
to adopt a formal Code of Ethics.

 Nomination
of Directors

 As
of September 4, 2025, we had not effected any material changes to the procedures by which our stockholders may recommend nominees to
our board of directors. We do not have any defined policy or procedural requirements for stockholders to submit recommendations or nominations
for directors. Our sole officer and director, Levi Jacobson, believes that, given the stage of our development, a specific nominating
policy would be premature and of little assistance until our business operations develop to a more advanced level. We do not currently
have any specific or minimum criteria for the election of nominees to our board of directors and we do not have any specific process
or procedure for evaluating such nominees. Mr. Jacobson will assess all candidates, whether submitted by management or stockholders,
and make recommendations for election or appointment.

 A
stockholder who wishes to communicate with our board of directors may do so by directing a written request addressed to the Company at
the address appearing on the first page of this Report. Such communications will be received and reviewed by our sole director, Levi
Jacobson.

 Delinquent
Section 16(a) Reports

 Section
16(a) of the Exchange Act requires the Company's executive officers, directors, and persons who beneficially own more than ten
percent of a registered class of the Company's equity securities, to file with the SEC initial reports of ownership and reports
of changes in ownership of the Company's common stock. Such officers, directors, and persons are required by SEC regulation
to furnish the Company with copies of all Section 16(a) forms that they file with the SEC.

 The
Company has one executive officer and director, Levi Jacobson. Mr. Jacobson controls the Company through his ownership of Mendel Holdings,
LLC, which holds a controlling interest in the Company. Mr. Jacobson has not filed the required Section 16(a) ownership reports, including
reports that would have reflected his beneficial ownership of the Company's shares through Mendel Holdings, LLC. Mr. Jacobson has
advised the Company that he intends to file the missing beneficial ownership reports as soon as practicable.

 Family
Relationships

 There
are no family relationships among our directors or executive officers, and the Company currently has only one officer and director, Levi
Jacobson.

 Arrangements

 There
are no arrangements or understandings between our executive officer or director and any other person pursuant to which he or she was
selected as an executive officer or director. The Company currently has only one officer and director, Levi Jacobson.

 -
12 -

 Table

 Item
11. Executive Compensation.

 The
table below summarizes all compensation awarded to, earned by, or paid to our named executive officers, which is defined as follows:
(i) all individuals serving as our principal executive officer during the year ended June 30, 2025 and or June 30, 2024; (ii) each of
our two most highly compensated executive officers who were serving as executive officers at the end of the year ended June 30, 2025
and or June 30, 2024; and (iii) up to two additional individuals for whom disclosure would have been required but for the fact that the
individual was not serving as an executive officer as of the end of the year ended June 30, 2025 and or June 30, 2024.

 Levi
Jacobson is the named executive officer shown below and currently serves as our sole officer and director.

 Name
 and

 principal
 position

 Fiscal
 Year Ended June 30,

 Salary*

 ($)

 Bonus

 ($)

 Stock

 Awards

 ($)

 Option

 Awards

 ($)

 Non-Equity

 Incentive
 Plan

 ($)

 Deferred

 Compensation**

 Earnings
 ($)

 Nonqualified

 Deferred

 Earnings
 ($)

 All
 Other

 ($)

 Total

 ($)

 Levi
 Jacobson, President, CEO, CFO, Treasurer, and Director

 2025

 16,000

 84,000

 100,000

 2024

 *
The column titled "Salary" reflects the total salary paid to the Company's sole officer and director, Levi Jacobson,
through the respective year-end indicated above.

 **
The column titled "Deferred Compensation" shows the amount of deferred compensation that remains unpaid or outstanding to
Levi Jacobson as of the respective year-end indicated above. Please refer to Exhibit 10.1 for the complete terms of Mr. Jacobson's
Employment Agreement.

 Outstanding
Equity Awards at Fiscal Year-End

 As
of June 30, 2024 and June 30, 2025, the Company had no outstanding equity awards. No stock or option awards were granted or vested during
the fiscal years ended June 30, 2024 and June 30, 2025.

 Potential
Payments Upon Termination or Change-of-Control

 Mr.
Jacobson's Employment Agreement provides that, if he is terminated without cause, he is entitled to severance pay equal to three
(3) months of base salary, subject to the execution of a separation agreement. As Mr. Jacobson is the Company's sole officer and
director, no other individuals are entitled to payments upon termination or change of control.

 Retirement
or Similar Benefit Plans

 There
are no arrangements or plans under which we provide retirement or similar benefits to our directors or executive officers.

 Employment
Agreements

 We
have entered into an Employment Agreement with Levi Jacobson, our sole executive officer, effective February 1, 2025. The agreement provides
for a base salary of $20,000 per month and eligibility for an annual performance bonus of up to $250,000, subject to the achievement
of milestones established by the Board. Mr. Jacobson may also be considered for equity awards at the discretion of the Board. The agreement
includes standard provisions related to confidentiality, non-competition, and severance. Please refer to Exhibit 10.1 for the full terms
of the agreement.

of Directors

 We
did not pay any compensation to our directors for their service in such capacity during the fiscal years ended June 30, 2024 or June
30, 2025. All compensation paid to Mr. Jacobson during these periods was in his capacity as an executive officer and not as a director.

 -
13 -

 Table

 Item
12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.

 The
following table sets forth, as of the certified shareholder list dated September 4, 2025, the number of shares of common stock beneficially
owned by: (i) each of our current directors, (ii) each of our named executive officers, (iii) our directors and executive officers as
a group, and (iv) each stockholder known by us to be the beneficial owner of more than 5% of our outstanding common stock. Beneficial
ownership has been determined in accordance with the rules and regulations of the SEC and includes voting or investment power with respect
to shares. Unless otherwise indicated, the persons named in the table have sole voting and investment power with respect to the number
of shares indicated as beneficial owned by them.

 As
of September 4, 2025 we had 379,236,005 shares of common stock issued and outstanding.

 Name

 Amount
 and Nature of

 Beneficial
 Ownership (Common Stock)

 Percentage

 of
 Class

 Officers
 and Directors

 Levi
 Jacobson (1)

 12818
 SW 8th St Unit #2008

 Miami,
 FL 33184

 200,000,000
 (2)

 52.738%

 5%
 or Greater Shareholders

 Mendel
 Holdings, LLC (3)

 112818
 SW 8th St Unit #2008

 Miami,
 FL 33184

 200,000,000
 (2)

 52.738%

 Kron
 Tomas Purna Ltd (4)

 28,400,150

 7.489%

 Leopold
 Guttman

 19,000,000

 5.010%

 _________________________________________

 (1) Levi
Jacobson serves as Chief Executive Officer, Chief Financial Officer, President, Treasurer, and Director of the Company.

 (2)
Includes 200,000,000 shares of common stock held by Mendel Holdings, LLC, an entity over which Mr. Jacobson has sole voting and dispositive
control.

 (3)
Mr. Jacobson is the sole member of Mendel Holdings, LLC.

 (4)
Kron Tomas Purna Ltd is a Cyprus-based entity believed to have been dissolved in 2016. Ownership and control were historically attributed
to Nikos Chrysanthou, per records from the Cyprus Department of Registrar of Companies and Official Receiver.

in Control

 We
do not know of any arrangements that may, at a subsequent date, result in a change in control.

 Item
13. Certain Relationships and Related Transactions.

 Related
Party Transactions

 Other
than the transactions described below, since June 30, 2021, the date of our incorporation, there has not been, nor is there currently
proposed, any transaction or series of similar transactions to which we were or will be a party:

 In
 which the amount involved exceeds the lesser of $120,000 or one percent of the average of our total assets at year-end; and

 In
 which any director, executive officer, stockholders who beneficially own more than 5% of our common stock or any member of their
 immediate family had or will have a direct or indirect material interest.

 Office
Space and Equipment

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

 -
14 -

 Table

 Loans

 The
Company's sole officer and director, Levi Jacobson, paid expenses on behalf of the company totaling $30,050 during the period
ended June 30, 2024. These payments were considered as a loan to the Company which was noninterest-bearing, unsecured and payable on
demand. As of June 30, 2024, the related party loan to the Company totaled $61,214.

the year ended June 30, 2025, the Company made payments to our sole officer and director, Levi Jacobson, totaling $61,214 to pay off
the loan in full.

 Consulting
Agreement

 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.

 Director
Independence

 We
are not listed on any exchange that requires directors to be independent. We have not:

 Established
 our own definition for determining whether our directors or nominees for directors are "independent," nor have we adopted
 any other standard of independence employed by any national securities exchange or inter-dealer quotation system, though our current
 directors would not be deemed to be "independent" under any applicable definition given that they are officers of the
 Company; nor

 Established
 any committees of our board of directors.

 Item
14. Principal Accounting Fees and Services.

 Below
is the approximate aggregate amount of fees billed for professional services rendered by our principal accountants with respect
to our fiscal year ended June 30, 2025, and June 30, 2024 respectively.

 2025

 2024

 Audit
 and review fees

 Michael
 Gillespie & Associates, PLLC

 $

 24,000

 $

 10,200

 Audit
 and review fees

 BF Borgers
 CPA PC

 $

 $

 3,300

 Audit-related
 fees

 -

 -

 Tax
 fees

 -

 -

 All
 other fees

 -

 -

 Total

 $

 24,000

 $

 13,500

 Pre-Approval
Policies and Procedures

 Currently,
we do not have a separately designed Audit Committee. Instead, our entire board of directors performs those functions. Accordingly, our
board of directors was response for pre-approving all services provided by our independent registered public accounting firm. The above
fees were reviewed and approved by our board of directors before the services were rendered.

 -
15 -

 Table

 PART
IV

 Item
15. Exhibits, Financial Statement Schedules.

 (a)
Financial Statements

 1.
Our financial statements are listed in the index under Item 8 of this document; and

 2.
All financial statement schedules are omitted because they are not applicable, not material or the required information is shown in the
financial statements or notes thereto.

 (b)
Exhibits required by Item 601 of Regulation S-K.

 *Exhibits
10.2–10.7 presented in the chart below are unexecuted copies of the respective agreements, with all personal and contact information
redacted.

 Exhibit
 No.

 Description

 3.1

 Certificate
 of Incorporation, as amended (1)

 3.2

 Amended
 and Restated By-laws (2)

 10.1

 Employment
 Agreement - Levi Jacobson (3)

 10.2

 Note
 Purchase Agreement between C2 Blockchain and Quick Capital, LLC, dated July 22, 2025 (3)

 10.3

 Convertible
 Promissory Note issued to Quick Capital, LLC, dated July 22, 2025 (3)

 10.4

 Stock Purchase Warrant - Quick Capital, LLC, dated July 22, 2025 (3)

 10.5

 Securities
 Purchase Agreement between C2 Blockchain and Coventry Enterprises LLC, dated July 22, 2025 (3)

 10.6

 Promissory
 Note issued to Coventry Enterprises LLC, dated July 22, 2025 (3)

 10.7

 Equity
 Line Common Stock Purchase Agreement between C2 Blockchain and Coventry Enterprises LLC, dated July 22, 2025 (3)

 Certification
 of the Company's Principal Executive and Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002,
 with respect to the registrant's report on Form 10-K for the year ended June 30, 2025 (3)

 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

 101.SCH

 Taxonomy Extension Schema

 101.CAL

 Taxonomy Extension Calculation Linkbase

 101.DEF

 Taxonomy Extension Definition Linkbase

 101.LAB

 Taxonomy Extension Label Linkbase

 101.PRE

 Taxonomy Extension Presentation Linkbase

 Cover

 (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.

 Item
16. Form 10-K Summary.

 None.

 Signatures

 Pursuant
to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed
on its behalf by the undersigned, thereunto duly authorized.

 C2

 By:
 /s/ Levi Jacobson

 Levi
Jacobson

 Chief
Executive Officer and Chief Financial Officer,

 (Principal
Executive Officer and Principal Financial Officer)

 Dated:
September 29, 2025

 In
accordance with the Exchange Act, this report has been signed below by the following persons on behalf of the registrant and in the capacities
and on the dates indicated.

 By:
 /s/ Levi Jacobson

 Levi
Jacobson

 Chief
Executive Officer, Chief Financial Officer,

 President,
Treasurer, and Director

 Dated:
September 29, 2025

 -
16 -