C2 BLOCKCHAIN, INC. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITIONS AND RESULTS OF OPERATIONS (form 10-Q)

Forward-looking statements

Certain statements, other than purely historical information, including estimates, projections, statements relating to our business plans, objectives and expected operating results, and the assumptions on which these statements are based, are “forward-looking statements.”

These forward-looking statements are generally identified by the words “believes,” “projects,” “expects,” “anticipates,” “estimates,” “intends,” “strategy,” “plans,” “may,” “will,” ” would”, “will be”, “will continue”, “will likely result” and similar expressions.

Forward-looking statements are based on current expectations and assumptions that are subject to risks and uncertainties that may cause actual results to deviate significantly from forward-looking statements. Our ability to predict results or the actual effect of future plans or strategies is inherently uncertain. Factors that could have a material adverse effect on our business and future prospects on a consolidated basis include, but are not limited to: changes in economic conditions, legal/regulatory changes, availability of capital, interest rates, competition and generally accepted accounting principles. These risks and uncertainties should also be considered when evaluating forward-looking statements and undue reliance should not be placed on such statements.

Company Overview

Corporate History

C2 Blockchain, Inc. was incorporated on 30 June 2021 in state of Nevada.

On 30 June 2021, Levi Jacobson was appointed managing director, financial director and director of C2 Blockchain, Inc.

On 31 March 2022the company entered into an “agreement and plan of merger”, while it agreed to and later participated in one Nevada reorganization of holding company pursuant to NRS 92A.180, NRS 92A.200, NRS 92A.230 and NRS 92A.250 (“Reorganization”). The constituent companies in the reorganization were
American Estate Management Company (“AEMC” or “Predecessor”), C2 Blockchain, Inc. (“Successor” or “CBLO”), and AEMC Merger Sub, Inc. (“Merger”). Our director is, and was, the sole director/officer of each constituent company in the reorganization.

C2 Blockchain, Inc. issued 1,000 ordinary shares to Predecessor and Merger Sub issued 1,000 ordinary shares to C2 Blockchain, Inc. just before the reorganization. As such, immediately prior to the merger, C2 Blockchain, Inc. became a wholly owned direct subsidiary of American Estate Management Company and Fusjon Sub became a wholly owned and direct subsidiary of C2 Blockchain, Inc.

On 31 March 2022Merger Sub filed articles of incorporation with Nevada Secretary of State. The merger entered into force on 1 April 2022 on 4:00 PM PST
(“Effective Time”). At the Effective Time, Predecessor was merged with and into Merger Sub (the “Merger), and Predecessor became the surviving corporation. Each share of Predecessor Common Stock issued and outstanding immediately prior to the Effective Time was converted into a validly issued, fully paid and nonassessable share of C2 Blockchain, Inc.’s (“Successors”) common shares.

On 23 May 2022, C2 Blockchain, Inc.which succeeds the issuer to American Estate Management Company started a listed market in its ordinary shares, which was the market’s effective date for our corporate action.

The company believes that the reorganization is considered to have effect as of 1 April 2022was not a transaction of the type described in subsection (a) of Rule 145 under the Securities Act of 1933, and the completion of the Reorganization will not be deemed to constitute an “offer,” “offer to sell,” “offer for sale” “or “sale” within the meaning of section 2(3) of the Securities Act of 1933. The Reorganization was completed without the vote or consent of the Company’s stockholders. In addition, the provisions of NRS 92A.180 did not give a stockholder of the Company appraisal rights in connection with the Reorganization. The Company believes that in the absence of any right of any of the Company’s stockholders to vote with respect to the Reorganization or to insist that their shares be purchased at fair value, the Reorganization cannot be deemed to constitute an “offer” “offer to sell”; or “sale ” within the meaning of section 2(3) of the Securities Act of 1933.”

On 1 April 2022, following the completion of the reorganization of the Holding Company, we canceled all of the shares we held in AEMC, resulting in AEMC as a stand-alone company. Pursuant to the holding company merger agreement and the effects of the merger, all assets and liabilities, if any, will remain with AEMC after the reorganization. Levi Jacobsonthe director of AEMC, discovered no assets of AEMC from the time of his appointment as a director until the completion of the reorganization and subsequent separation of AEMC as a standalone company.

Given that the former business plan and objectives of AEMC and the current business plan and objectives of CBLO differ materially from each other, we effected the corporate separation with AEMC immediately after the effective time of the reorganization to avoid shareholder confusion. The previous business plan of AEMC under the leadership of its former directors does not in any way represent the current blank check business plan of CBLO. The result of corporate separation improved shareholder confusion about our identity and/or corporate objectives. Furthermore, we wanted to continue trading on the OTC MarketPlace.

On 1 April 2022the company transformed its business plan from the plan of a blank check shell company to a business combination related shell company with a holding company formation pursuant to a reorganization with American Estate Management Company.

The corporate actions taken by the Company, including, but not limited to, the corporate structure of the Transactions, were, in the sole discretion of our Director, deemed to be for the benefit of the Company and its stockholders. Former shareholders of AEMC are now the shareholders of CBLO. Each and every shareholder of AEMC became a shareholder of CBLO, and each share of AEMC held by former AEMC shareholders became a corresponding amount of capital in CBLO. The former shareholders of AEMC now have the opportunity to benefit from our business plan and we have the opportunity to grow organically from our shareholder base and new leadership under our sole director.

FINRA completed its review of our corporate action pursuant to our reorganization. On 26 April 2022CBLO was assigned a CUSIP number by CUSIP Global Services at 12675R 109. The notice of our predecessor’s corporate action was posted on FINRA daily list on 20 May 2022. The market’s effective date was 23 May 2022.

Our common stock is currently listed on OTC Markets Group Inc’s Pink® Open Market under the symbol “CBLO”.

After completion of the reorganization of the Holding Company and separation of AEMC as a wholly owned subsidiary, the company reverted to a blank check company.

The Company intends to serve as a vehicle for effecting an asset acquisition, merger, stock exchange or other business combination with a domestic or foreign business. At the date of this report, the company had not yet commenced such operations.

Currently, Mendel Holdings, LLCa Delaware Limited Liability Companyowned and controlled by Levi Jacobsonis our sole director our controlling shareholder, owning 200,000,000 shares of our common stock representing approximately 78.76% voting control.

Liquidity and capital resources

Our cash balance is $0 per 30 September 2022.

Levi Jacobson has no formal obligation, arrangement or legal obligation to advance or lend funds to the company. In order to implement our operating plan for the next twelve month period, we may need additional financing. As a start-up company, we have very limited operating history. After a twelve-month period, we may need additional funding, but currently have no arrangements for such funding.

If we need additional cash and cannot obtain it, we will either have to suspend operations until we raise the cash we need, or suspend operations altogether.

The company’s sole manager and director, Levi Jacobsonexpenses paid on behalf of the company in total $4,869 during the past three months 30 September 2022. These payments are considered a loan to the company that is non-interest bearing, unsecured and payable on demand.

Net Loss

We recorded a net loss of $4,869 for the three months ended 30 September 2022
and $2000 for the three months ended 30 September 2021.

Cash flows

The company’s sole manager and director, Levi Jacobsonexpenses paid on behalf of the company in total $4,869 during the period ended 30 September 2022. These payments are considered a loan to the company that is non-interest bearing, unsecured and payable on demand.

The company’s sole manager and director, Levi Jacobsonexpenses paid on behalf of the company in total $12,657 during the period ended 30 June 2022. These payments are considered a loan to the company that is non-interest bearing, unsecured and payable on demand.

Going Concern

The company’s accounts have been prepared in accordance with generally accepted accounting principles that apply to continuing operations, which assess the realization of assets and liquidation of debts in normal business.

The company shows unfavorable conditions that raise considerable doubt about the company’s ability to continue operations for one year after the publication of these accounts. These adverse conditions are negative economic trends, no income, operating losses, lack of working capital and other unfavorable financial ratios.

The company has not established a source of income to cover operating costs.

The annual accounts do not include any adjustments related to the recoverability and classification of assets accounted for, or the amount and classification of liabilities that may be necessary in the event that the company cannot continue as a going concern.

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