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, included
estimates, projections, statements related to our business plans, goals,
and expected operating results, and the assumptions underlying these statements
are based, are “forward-looking statements.”
These forward-looking statements are generally identified by the words
“believes”, “projects”, “expects”, “assumes”, “estimates”, “intends”
“strategy”, “plan”, “can”, “will”, “would”, “will be”, “will continue”, “will
probable result,” and similar expressions.
Forward-looking statements are based on current expectations and assumptions
which are subject to risks and uncertainties that may lead to actual results
deviate significantly from forward-looking statements. Our ability to predict
results or the actual effect of future plans or strategies are inherent
unsure. Factors that can have a significant negative effect on our business
and future prospects on a consolidated basis include, but are not limited to:
changes in financial conditions, changes in laws/regulations, availability of
capital, interest, competition and generally accepted accounting
principles. These risks and uncertainties should also be considered in
Evaluation of forward-looking statements and undue reliance should not be placed on them
such statements.
Company Overview
Corporate History
C2 Blockchain, Inc. was incorporated on June 30, 2021 in the state of Nevada.
On June 30, 2021, Levi Jacobson was named CEO, Chief
Chief Financial Officer and Director of C2 Blockchain, Inc.
On 31 March 2022, the company entered into an “agreement and merger plan”,
while it agreed to, and later participated in, a holding company in Nevada
reorganization according 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 Sub”). Our
director is, and was, the sole director/officer of each constituent company
in the reorganization.
C2 Blockchain, Inc. issued 1,000 common shares of its common stock to
Predecessor and Merger Sub issued 1,000 shares of its common stock to C2
Blockchain, Inc. immediately prior to the reorganization. As such immediately
prior to the merger, C2 Blockchain, Inc. became a wholly owned direct subsidiary
of American Estate Management Company and Merger Sub became a wholly owned and
direct subsidiary of C2 Blockchain, Inc.
On March 31, 2022, Merger filed articles of merger with the Nevada Secretary
by the state. The merger entered into force on 1 April 2022 at 4:00 PM PST
(“Effective Time”). At the Effective Time, Predecessor was merged with and into
Merger Sub (the “Merger”) and Predecessor became the surviving corporation
share of predecessor ordinary shares issued and outstanding immediately before
the effective time was converted to a valid issued, fully paid and
non-assessable share of C2 Blockchain, Inc.’s (“Successors”) common stock.
May 23, 2022, C2 Blockchain, Inc., Successor Issuer to American Estate
The Management Company started an IPO in its ordinary stock which was
market effect date of our corporate action.
The company believes that the reorganization, which is considered to have effect from 1 April 2022,
was not a transaction of the type described in sub-paragraph (a) of rule 145
under the Securities Act of 1933 and the consummation 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
The reorganization was completed without the company’s vote or consent
shareholders. In addition, the provisions of NRS 92A.180 did not provide a
shareholder in the Company with appraisal rights in connection with
Reorganization. The company believes that in the absence of any right to any of
the company’s shareholders to vote with respect to the reorganization or to
insist that their shares be bought at fair value, the reorganization may
not be deemed to constitute an “offer” “offer to sell”; or “sales” within
meaning of section 2(3) of the Securities Act of 1933.”
On 1 April 2022, after the completion of the holding company reorganisation, we have
canceled all the shares we held in AEMC, resulting in AEMC as a standalone
company. Pursuant to the holding company merger agreement and effects of merger,
all assets and liabilities, if any, remain with AEMC after
Reorganization. Levi Jacobson, the director of AEMC, detected no assets
from AEMC from the time he was appointed as a Director until the completion of
Reorganization and subsequent spin-off of AEMC as an independent company.
Given that the previous business plan and objectives of AEMC and today
business plan and objectives of CBLO are significantly different from each other, vi
carried out the corporate separation with AEMC immediately after the effective date
the timing of the reorganization to avoid shareholder confusion. The
previous business plan for AEMC under the leadership of its former directors, does
does not in any way represent the current blank check business plan for CBLO.
The result of corporate separation enhanced shareholder confusion about our
identity and/or the company’s goals. Furthermore, we wanted to continue trading
on the OTC MarketPlace.
On April 1, 2022, the company transformed its business plan from a blank
check shell company of a business combination related shell company with a
holding company foundation pursuant to a reorganization with American Estate
Management company.
The Company’s actions taken by the Company, including but not limited to
company structuring of the transactions, was considered at our discretion
sole director, to benefit the company and its shareholders.
Former shareholders of AEMC are now the shareholders of CBLO. Every
a shareholder in AEMC became a shareholder in CBLO with each share
shares in AEMC held by former AEMC shareholders will be a corresponding amount of
shares held in CBLO. The former shareholders of AEMC now have
opportunity to take advantage of our business plan and we have the opportunity to
grow organically from our shareholder base and new leadership under our sole
director.
FINRA completed its review of our corporate action pursuant to our
Reorganization. On April 26, 2022, CBLO was granted a CUSIP number by CUSIP Global
Services to 12675R 109. The announcement of our predecessor’s corporate action
was posted to FINRA’s daily list on May 20, 2022. Market 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 Holding company Reorganization 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 acquisition of assets,
merger, exchange of shares or other business combination with a domestic
or foreign business. At the date of this report, the company had not yet
started such operations.
Currently owns Mendel Holdings, LLC, a Delaware Limited Liability Company, and
controlled by Levi Jacobson, our sole director, is our controlling shareholder,
owns 200,000,000 shares of our ordinary shares, representing approx. 78.76%
voice control.
Liquidity and capital resources
Our cash balance is $0 as of December 31, 2022.
We rely on our sole officer and director, Levi Jacobson, for financing. MR.
Jacobson has no formal obligation, arrangement or legal obligation to promote or
lend funds to the company. To implement our operating plan for
next twelve-month period we may need additional financing. Being a startup phase
The company has a very limited operating history. After a twelve month period we
may need additional funding, but currently have no arrangements for
such financing.
If we need additional money and cannot raise it, we will either have to suspend
operations until we raise the cash we need, or cease operations altogether.
The company’s sole manager and director, Levi Jacobson, paid expenses on its behalf
by the Company totaling $2,419 during the three months ended December 31, 2022.
These payments are considered a loan to the company which is not
interest-bearing, unsecured and payable on demand.
Net Loss
We recorded a net loss of $2,419 for the three months ended December 31, 2022
and $2,300 for the three months ending December 31, 2021.
We recorded a net loss of $7,288 for the six months ended December 31, 2022 and
$4,300 for the six months ending December 31, 2021.
Loan
The company’s sole manager and director, Levi Jacobson, paid expenses on its behalf
of the Company totaling $7,288 in the period ended December 31, 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 Jacobson, paid expenses on its behalf
of the Company totaling $12,657 in the period ended June 30, 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 general
accepted accounting principles that apply to continuing operations that consider
realization of assets and settlement of debts in the normal course of
business.
The company shows unfavorable conditions that raise considerable doubt
the company’s ability to continue operations for one year after
issuance of these accounts. These adverse conditions are negative
economic trends, no income, operating losses, lack of working capital and
other unfavorable financial key figures.
The company has not established a source of income to cover operations
costs.
The annual accounts do not include any adjustments related to
recoverability and classification of registered assets, or the amounts and
classification of obligations that may be required in the event that
The company cannot continue as a going concern.
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