C2 Blockchain, Inc 10-Q for FY2026 Q2
C2 Blockchain, Inc. (CBLO)
About this 10-Q
C2 Blockchain, Inc filed this 10-Q on February 20, 2026, covering the quarter ended December 31, 2025 (FY2026 Q2).
Headline figures
Quarter ended December 31, 2025, as reported in this filing, compared with the same period a year earlier where the filing states it.
- Net loss
- $87.49K
- compared with a net loss of $4780 a year earlier
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
FOR
THE QUARTERLY PERIOD ENDED
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:
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification No.) | ||
c/o Levi Jacobson |
|||
| (Address of Principal Executive Offices) | (Zip Code) |
Issuer's telephone number: (888) 437-3432
Indicate
by check mark whether the registrant (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act 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]
Indicate
by check mark whether the registrant has submitted electronically and posted on its corporate web site, if any, every Interactive Data
File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (Section 232.405 of this chapter) during the preceding
12 months (or for such shorter period that the registrant was required to submit and post such files). [ ] Yes
[X]
Indicate 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” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer ☐ | 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. [ ]
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
[ ]
Yes [X]
Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.
As of February 20, 2026, there were shares of common stock issued and outstanding.
-1-
INDEX
-2-
PART I - FINANCIAL INFORMATION
C2 Blockchain, Inc.
Balance Sheets
(Unaudited)
December 31, 2025 |
June 30, 2025 (Audited) | ||||
| ASSETS | |||||
| CURRENT ASSETS | |||||
| Cash and cash equivalents | $ | $ | |||
| Prepaid Expenses | |||||
| Total Current Assets | |||||
| NON-CURRENT ASSETS | |||||
| Company vehicle | $ | 58,570 | $ | - | |
| Intangible assets - cryptocurrency | |||||
| TOTAL ASSETS | $ | $ | |||
| LIABILITIES AND STOCKHOLDERS’ DEFICIT | |||||
| CURRENT LIABILITIES | |||||
| Accrued liabilities | $ | $ | | ||
| Loan - company vehicle | |||||
| Convertible loans, net of discount | |
||||
| Derivative Liability | |||||
| TOTAL LIABILITIES | $ | $ | |||
| Stockholders’ Equity (Deficit) | |||||
| Preferred stock ($ par value, shares authorized; issued and outstanding as of December 31, 2025, and June 30, 2025) | |||||
| Common stock ($ par value, shares authorized, and shares issued and outstanding as of December 31, 2025, and June 30, 2025, respectively) | |||||
| Additional paid-in capital | ( | ||||
| Shares payable | |||||
| Accumulated deficit | ( |
( | |||
| Total Stockholders’ Equity (Deficit) | ( |
( | |||
| TOTAL LIABILITIES & STOCKHOLDERS’ EQUITY (DEFICIT) | $ | $ |
The accompanying notes are an integral part of these unaudited financial statements.
F-1
C2 Blockchain, Inc.
Statement of Operations
(Unaudited)
Three Months Ended December 31, 2025 |
Three Months Ended December 31, 2024 | Six Months Ended December 31, 2025 | Six Months Ended December 31, 2024 | ||||||||
| Revenue | |||||||||||
| Staking rewards | $ | $ | $ | $ | |||||||
| Total revenue | |||||||||||
| Operating expenses | |||||||||||
| General and administrative expenses | $ |
$ | $ |
$ | |||||||
| Total operating expenses | |||||||||||
| Operating Income (Loss) | $ | ( |
$ | ( |
$ | ( |
$ | ( | |||
| Other Income/(Loss) | |||||||||||
| Interest Expense | $ | ( |
$ | $ | ( |
$ | |||||
| Gain (loss) on change in fair market value of derivative liability |
|
( |
|||||||||
| Gain (loss) on change in fair value of cryptocurrency | ( |
( |
|||||||||
| Total Other Income (Loss) | ( |
||||||||||
| Net income (loss) | $ | ( |
$ | ( |
$ | ( |
$ | ( | |||
| Basic and Diluted net loss per common share | $ | ( |
$ | ( |
$ | ( |
$ | ( | |||
| Weighted average number of common shares outstanding - Basic and Diluted |
|
|
The accompanying notes are an integral part of these unaudited financial statements.
F-2
C2 Blockchain, Inc.
Statement of Changes in Stockholders’ (Deficit)
For the Period June 30, 2025, to December 31, 2025
(Unaudited)
| Common Shares | Par Value Common Shares | Additional Paid-in Capital | Shares Payable | Accumulated Deficit | Total | ||||||||
| Balances, June 30, 2025 | $ | $ | ( |
$ |
|
$ | ( |
$ | ( |
||||
| Common shares sold | ( |
||||||||||||
| Cash received for shares not yet issued | - | ||||||||||||
| Shares issued as loan guarantee | ( |
||||||||||||
| Shares issued as financing cost | ( |
||||||||||||
| Net loss | - | ( |
( |
||||||||||
| Balances, September 30, 2025 | $ | $ | $ | $ | ( |
$ | ( |
||||||
| Common shares sold | ( |
||||||||||||
| Net loss | - | ( |
( |
||||||||||
| Balances, December 31, 2025 | $ | $ | $ | $ | ( |
$ | ( |
C2 Blockchain, Inc.
Statement of Changes in Stockholders’ (Deficit)
For the Period June 30, 2024, to December 31, 2024
(Unaudited)
| Common Shares | Par Value Common Shares | Additional Paid-in Capital | Accumulated Deficit | Total | |||||||
| Balances, June 30, 2024 | $ | $ | ( |
$ | ( |
$ | ( |
||||
| Net loss | - | ( |
( |
||||||||
| Balances, September 30, 2024 | $ | $ | ( |
$ |
( |
$ |
( |
||||
| Net loss | - | ( |
( |
||||||||
| Balances, December 31, 2024 | $ | $ | ( |
$ |
( |
$ |
( |
The accompanying notes are an integral part of these unaudited financial statements.
F-3
C2 Blockchain, Inc.
Statement of Cash Flows
(Unaudited)
|
Six Months Ended December 31, 2025 |
Six Months Ended December 31, 2024 | ||||
| CASH FLOWS FROM OPERATING ACTIVITIES | |||||
| Net loss | $ | ( |
$ | ( | |
| Adjustment to reconcile net loss to net cash used in operating activities: | |||||
| Depreciation | |||||
| Amortization of debt discounts | |||||
| Day one derivative loss charged to interest expense | |||||
| Change in fair value of derivative liabilities | |||||
| Change in fair value of cryptocurrency | |||||
| Cryptocurrency impairment loss | |||||
| Changes in current assets and liabilities: | |||||
| Prepaid expenses | |||||
| Accrued expenses | |||||
| Net cash used in operating activities | ( |
( | |||
| CASH FLOWS FROM INVESTING ACTIVITIES | |||||
| Cash paid for cryptocurrency | $ | ( |
$ | ||
| Purchase of company vehicle | ( |
||||
| Net cash used in investing activities | ( |
||||
| CASH FLOWS FROM FINANCING ACTIVITIES | |||||
| Proceeds from the sale of common shares | $ | $ | |||
| Cash received for shares not yet issued | |||||
| Loan - company vehicle | |||||
| Payments to reduce vehicle loan | ( |
||||
| Proceeds from issuance of convertible notes | |||||
| Repayments on convertible notes | ( |
||||
| Loan from related party | |||||
| Net cash provided by financing activities | |||||
| Net change in cash | $ | $ | ( | ||
| Beginning cash balance | |
||||
| Ending cash balance | $ | $ | |||
| SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION: | |||||
| Interest paid | $ | $ | |||
| Income taxes paid | $ | $ | |||
| SUPPLEMENTAL DISCLOSURE OF NONCASH FINANCING INFORMATION: | |||||
| Derivative liability upon note issuance recorded as discount on notes | $ | $ |
The accompanying notes are an integral part of these unaudited financial statements.
F-4
C2 Blockchain, Inc.
Notes to the Unaudited 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 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. The results for the six months ended December 31, 2025 are not necessarily indicative of the results of operations for the full year. These financial statements and related footnotes should be read in conjunction with the consolidated financial statements and footnotes thereto included in the Company’s Annual Report on Form 10-K for the year ended June 30, 2025, filed with the Securities and Exchange Commission.
The accompanying condensed financial statements have been prepared by the Company without audit. In the opinion of management, all adjustments (which include only normal recurring adjustments) are necessary to present fairly the financial position, results of operations, and cash flows at December 31, 2025, and for the related periods presented.
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 December 31, 2025, and June 30, 2025, were $
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 December 31, 2025, and June 30, 2025.
F-5
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 had potentially dilutive instruments outstanding as of December 31, 2025; however, because the Company reported a net loss for the periods presented, the effect of these instruments was anti-dilutive and therefore excluded from diluted earnings (loss) per share.
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 December 31, 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.
Related Parties
The Company follows ASC 850, Related Party Disclosures, for the identification of related parties and disclosure of related party transactions.
Indefinite-Lived Intangible Assets
The Company follows ASC 2023-08, “Intangibles-Goodwill and Other-Crypto Assets”, for the reporting of its investment in cryptocurrencies. The Company records cryptocurrency holdings at fair market value. The Company measures these assets for each reporting period and changes in the fair value of crypto assets are recognized as gains or losses in operating income.
Share-Based Compensation
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 December 31, 2025, and June 30, 2025.
The Company’s stock-based compensation for the periods ended December 31, 2025, and December 31, 2024, was $ for both periods.
Recently Issued Accounting Pronouncements
In November 2024, the FASB issued ASU 2024-03, Disaggregation of Income Statement Expenses, and in January 2025, the FASB issued ASU 2025-01, Clarifying the Effective Date (“ASU 2025-01”). The amendments are intended to enhance disclosures regarding an entity’s costs and expenses by requiring additional disaggregated information disclosures about certain income statement expense line items. The amendments, as clarified by ASU 2025-01, are effective for fiscal years beginning after December 15, 2026 and interim periods within fiscal years beginning after December 15, 2027. Early adoption is permitted. The Company is currently evaluating the effect of this pronouncement on its disclosures.
F-6
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 $
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, Loss 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 December 31, 2025, and June 30, 2025, 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 December 31, 2025,
the Company is in dispute with a vendor regarding services to the Company totaling $
Note 6 - Prepaid Expenses
During
the year ended June 30, 2025, the Company prepaid a one-year invoice for OTC Markets news & disclosure service totaling $
Note 7 - Company Vehicle
In October 2025, the Company purchased a corporate vehicle for use in Company operations. This asset is being depreciated over five years
using the straight-line method. As of December 31, 2025, depreciation expense totaled $
Note 8 - Intangible Asset - Cryptocurrency
The Company has holdings of cryptocurrency as a long-term reserve and
investment. During the period ended December 31, 2025, the Company purchased cryptocurrency totaling $
During 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, during the period ended September 30, 2025, management made the decision
to fully divest its ADA token holdings. The Company realized an approximate loss of $
The following table shows the cryptocurrency activity for the six months ended, December 31, 2025:
| June 30, 2025 | $ | 62,474 | ||
| Cryptocurrency purchased for cash | ||||
| Change in fair value of cryptocurrency | ( |
|||
| December 31, 2025 | $ | 597,465 |
Note 9 - Accrued Expenses
During the period ended December 31, 2025, the Company accrued salary of $
During the year ended June 30, 2025, the Company accrued salary of $
The total accrued salary for Mr. Jacobson as of December 31, 2025 was $
Note 10 - Loan Payable - Company Vehicle
In October 2025, the Company was loaned funds totaling $
Note 11 - Convertible Notes Payable and Derivative Liability
On July 22, 2025, the Company entered into an agreement with third
party Coventry Enterprises LLC (“Coventry”) in which the Company issued a $
In connection with the Coventry Note the Company issued 5,000,000 shares of its restricted common stock 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 Coventry Note, and is never in default during the term of the Coventry Note, then Coventry shall, within ten calendar days thereafter, return the 5,000,000 of the Commitment Stock shares to the Company’s treasury for cancellation. As a result of the cancellation terms, the Company has not allocated any proceeds to the relative fair value of the commitment shares as they have not been earned as of December 31, 2025.
On July 22, 2025, the Company entered into a share purchase agreement
with third party Quick Capital LLC (“Quick Capital”) in which the Company issued a $
The Company has deemed that this convertible loan requires adjustments
to bifurcate the conversion option from the host instrument and account for it as a free-standing derivative financial instrument under
ASC 815, Derivatives and Hedging Activities. The fair value of the derivative on the date of issuance was recorded as a debt
discount up to the face value of the note with the excess being charged directly to interest expense. The aggregate debt discount of $62,222
is being amortized to interest expense over the respective term of the note. As of December 31, 2025, the note had $
| As of December 31, 2025 | ||||||||
| Conversion Option | Warrants | |||||||
| Volatility | 335.55% | 346,19% | ||||||
| Dividend Yield | 0% | 0% | ||||||
| Risk-free rate | 3.48% | 3.73% | ||||||
| Expected term | 1 year | 5 years | ||||||
| Stock price | $ | 0.10 | $ | 0.10 | ||||
| Exercise price | $ | 0.01 | $ | 0.02 | ||||
| Derivative liability fair value | $ | $ | 277,754 | |||||
| Number of shares issued upon conversion, exercise, or satisfaction of required conditions as of December 31, 2025 | 6,222,223 | 2,777,778 | ||||||
All fair value measurements related to the derivative liabilities are considered significant unobservable inputs (Level 3) under the fair value hierarchy of ASC 820.
The table below presents the change in the fair value of the derivative liability during the six months ended December 31, 2025:
| Fair value as of June 30, 2025 | $ | - | ||
| Establishment of derivative liability upon issuance of notes | 455,310 | |||
| Establishment of derivative liability on tainted warrants | 208,325 | |||
| Change in fair value of derivatives | 189,010 | |||
| Fair value as of December 31, 2025 | $ | |||
The total impact of derivative liabilities recognized in the Company’s consolidated statements of operations includes the change in fair value of derivatives, with the Company recognizing a total gain of $744,870 for the three months ended December 31, 2025 and a total loss of $189,009 during the six months ended December 31, 2025 and a day one loss charged to interest expense of $659,679.
Note 12 - Shareholder Equity
Preferred Stock
The authorized preferred stock of the Company consists of shares with a par value of $0.001. There were no shares issued and outstanding as of December 31, 2025, and June 30, 2025.
Common Stock
The authorized common stock of the Company consists of shares with a par value of $0.001. There were and shares of common stock issued and outstanding as of December 31, 2025 and June 30, 2025, respectively.
During the period ended December 31, 2025, the Company sold an aggregate of 10,000,000 shares to an investor pursuant to its qualified Regulation A+ Tier II offering, for total proceeds of $100,000. In addition, the Company issued a total of 115,750,000 shares of restricted common stock to 17 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 $1,850,000. Of these, 416,667 shares were sold at a purchase price of $0.06 per share for proceeds of $25,000, 3,750,000 shares were sold at a purchase price of $0.04 per share for proceeds of $150,000, 4,333,333 shares were sold at a purchase price of $0.03 per share for proceeds of $130,000, 55,250,000 shares were sold at a purchase price of $0.02 per share for proceeds of $1,105,000, 49,000,000 shares were sold at a purchase price of $0.01 for total proceeds of $440,000 and 3,000,000 shares were sold at a purchase price of $0.025 for proceeds of $75,000. The restricted shares are subject to transfer restrictions and bear appropriate restrictive legends.
During the period ended December 31, 2025, the Company issued 5,000,000 shares of common stock to Coventry as commitment shares related to the note payable to Coventry (see Note 9). These shares are to be held as a loan guaranty by Coventry until the loan is paid in full, when the shares will be returned to the Company,
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.
During 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.
Coventry Enterprises LLC Equity Line Agreement
The
Company entered into a Common Stock Purchase Agreement (the “Equity Line Agreement”) with Coventry, pursuant to which Coventry
committed to purchase up to $
As an inducement to 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 shares of Common Stock (the “Commitment Shares”). Upon issuance, the Commitment Shares shall be duly authorized, fully paid, and non-assessable.
As of December 31, 2025, the registration statement had not been filed or deemed effective. On November 10, 2025, the Company requested from Coventry the return of the shares and canceled the Equity Line agreement with Coventry. The fair value of the shares has been recorded as a reduction to paid in capital until the resolution of the commitment shares.
Shares payable
During the year ended June 30, 2025, the Company received funds totaling $ from a prospective shareholder. These shares were issued during the period ended September 30, 2025.
Warrants
Stock Warrants
The following table summarizes the stock warrant activity for the three months ended December 31, 2025:
| Warrants | Weighted-Average Exercise Price Per Share | ||||||
| Outstanding, June 30, 2025 | - | $ | - | ||||
| Granted | 2,777,778 | 0.02 | |||||
| Exercised | - | - | |||||
| Forfeited | - | - | |||||
| Expired | - | - | |||||
| Outstanding, December 31, 2025 | 2,777,778 | $ | 0.02 | ||||
Note 13 - Related-Party Transactions
Consulting Fees
During
the period ended December 31, 2025, the Company paid $
During
the year ended June 30, 2025, the Company paid $
The engagement of Consultant, as a related party transaction, was approved by Levi Jacobson, the Company’s Chief Executive Officer and sole director.
Office Space
We utilize the home office space and equipment of our management at no cost.
Note 14 - Subsequent Events
The Company has evaluated subsequent events through February 10, 2026, the date the financial statements were available to be issued.
On January 21, 2026, the Company approved the issuance of restricted shares of common stock to Mendel Holdings, LLC, an entity controlled by the Company’s sole officer and director, Levi Jacobson, in consideration for services rendered. On February 3, 2026, the Board ratified and corrected the authorization to reflect the issuance of 45,000,000 restricted shares of common stock in full satisfaction of such services.
On or about February 5, 2026, the Company entered into a Convertible Promissory Note pursuant to a Note Purchase Agreement for aggregate gross proceeds of $25,000. The Company received the proceeds on February 11, 2026. The note bears interest at 10% per annum, matures on August 5, 2026, and is convertible into shares of the Company’s common stock at the holder’s election pursuant to the terms of the note.
These events occurred subsequent to December 31, 2025 and, accordingly, have not been reflected in the accompanying financial statements.
F-7
| ITEM 2 | MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS |
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 upon which those statements are based, are “forward-looking statements.”
These forward-looking statements generally are identified by the words “believes,” “project,” “expects,” “anticipates,” “estimates,” “intends,” “strategy,” “plan,” “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 which may cause actual results to differ materially from the forward-looking statements. Our ability to predict results or the actual effect of future plans or strategies is inherently uncertain. Factors which could have a material adverse effect on our operations and future prospects on a consolidated basis include, but are not limited to: changes in economic conditions, legislative/regulatory changes, availability of capital, interest rates, competition, and generally accepted accounting principles. These risks and uncertainties should also be considered in evaluating forward-looking statements and undue reliance should not be placed on such statements.
Business Overview
C2 Blockchain, Inc. is a development-stage blockchain infrastructure company. Our primary current activity is maintaining a digital asset treasury consisting of DOG Coins, a Bitcoin-native token issued on the Runes protocol. DOG Coins are distinct from Dogecoin (“DOGE”). Digital asset markets are highly volatile and subject to significant price fluctuations, which may materially affect the Company’s financial condition and results of operations.
As of December 31, 2025, our cryptocurrency holdings had a carrying value of $597,465 and are recorded on the balance sheet as intangible assets - cryptocurrency.
All decisions regarding the purchase, sale, or management of digital assets are made solely by our sole officer and director, Levi Jacobson, who does not hold formal financial or investment accreditations. There can be no assurance that such decisions will be profitable.
The Company launched a proprietary AI-powered crypto chatbot in beta during May 2025; however, development has been paused while resources are directed toward other priorities. The chatbot has not generated revenue, and no patents or other intellectual property protections have been filed.
We are also evaluating additional initiatives, including establishing a 14-megawatt Bitcoin mining facility and exploring potential acquisitions in the digital asset and blockchain infrastructure sector. These initiatives remain in preliminary stages and have not generated revenue.
The Company has engaged in limited ancillary activities, including the sale of collectible silver coins featuring DOG-themed artwork. These items are memorabilia only and do not confer rights to digital assets. We do not expect such sales to represent a material portion of revenues.
The Company has one executive officer and director, Levi Jacobson, who serves as President, Chief Executive Officer, Chief Financial Officer, Treasurer, and sole director.
Revenues
The Company generated no revenue for the three months ended December 31, 2025 and December 31, 2024. For the six months ended December 31, 2025, the Company generated revenue of $44 from staking rewards. The Company generated no revenue for the six months ended December 31, 2024.
Operating Expenses
Operating expenses totaled $162,691 for the three months ended December 31, 2025, compared to $4,780 for the same period in 2024. For the six months ended December 31, 2025, operating expenses totaled $465,624, compared to $12,564 for the six months ended December 31, 2024.
The increase in operating expenses was primarily attributable to higher general and administrative costs, including consulting expenses and costs associated with financing activities.
Other Income (Loss)
Other income totaled $75,206 for the three months ended December 31, 2025, compared to $0 for the three months ended December 31, 2024. Other income for the three months ended December 31, 2025 consisted primarily of a $744,870 non-cash gain from the change in fair value of derivative liabilities associated with convertible instruments, partially offset by $34,703 of interest expense related to convertible notes and amortization of debt discounts and a $634,961 loss from the change in fair value of cryptocurrency.
For the six months ended December 31, 2025, other loss totaled $1,991,885, compared to $0 for the six months ended December 31, 2024. Other loss for the six months ended December 31, 2025 consisted primarily of $676,823 of interest expense related to convertible notes and amortization of debt discounts, a $189,009 loss from the change in fair value of derivative liabilities, and a $1,126,053 loss from the change in fair value of cryptocurrency.
Net Loss
The Company reported a net loss of $87,485 for the three months ended December 31, 2025, compared to a net loss of $4,780 for the three months ended December 31, 2024.
For the six months ended December 31, 2025, the Company reported a net loss of $2,457,466, compared to a net loss of $12,564 for the six months ended December 31, 2024. The increased net loss was primarily attributable to higher operating expenses, interest expense, derivative-related fair value adjustments, and losses associated with changes in the fair value of cryptocurrency.
Liquidity and Capital Resources
As of December 31, 2025, the Company had cash and cash equivalents of $1,177, compared to $9 as of June 30, 2025. The Company’s limited cash resources reflect its development-stage operations and reliance on external financing to fund operations and strategic initiatives.
Total current assets were $3,677 as of December 31, 2025, compared to $13,077 as of June 30, 2025. Current liabilities totaled $1,100,628 as of December 31, 2025, compared to $84,000 as of June 30, 2025. The increase in current liabilities was primarily attributable to accrued expenses, convertible notes payable, derivative liabilities, and obligations related to the Company vehicle loan.
Total assets were $659,713 as of December 31, 2025, compared to $75,551 as of June 30, 2025. The increase in total assets was primarily attributable to the acquisition of cryptocurrency holdings and the purchase of a company vehicle.
As of December 31, 2025, we had stockholders’ equity (deficit) of $(440,915), compared to $(8,449) as of June 30, 2025. The change reflects net losses during the period, partially offset by proceeds from the issuance of common stock.
Cash Flows
Net cash used in operating activities for the six months ended December 31, 2025 was $453,201, compared to $12,564 for the six months ended December 31, 2024. Cash used in operating activities was primarily attributable to net loss adjusted for non-cash expenses and changes in working capital.
Net cash used in investing activities for the six months ended December 31, 2025 was $1,721,634, compared to $0 for the six months ended December 31, 2024. Cash used in investing activities consisted primarily of the purchase of cryptocurrency and the purchase of a company vehicle.
Net cash provided by financing activities for the six months ended December 31, 2025 was $2,176,003, compared to $12,554 for the six months ended December 31, 2024. Cash provided by financing activities during the current period was primarily attributable to proceeds from the sale of common stock, proceeds from convertible notes, and funds received in connection with the Company vehicle loan.
Digital Asset Market Risk and Volatility
The Company’s financial condition and results of operations are significantly influenced by the market value of its cryptocurrency holdings, which consist of DOG Coins. As of December 31, 2025, these holdings had a carrying value of $597,465 and are recorded on the balance sheet as intangible assets - cryptocurrency.
Digital asset markets are highly volatile and subject to significant price fluctuations. Changes in the fair value of the Company’s cryptocurrency holdings may result in substantial gains or losses and may materially affect the Company’s results of operations and financial position. During the six months ended December 31, 2025, the Company recognized losses from changes in the fair value of cryptocurrency, illustrating the potential impact of market volatility.
Cryptocurrency assets are subject to additional risks, including market illiquidity, technological vulnerabilities, cybersecurity breaches, loss or theft, regulatory developments, and changes in market sentiment. Any of these factors could result in a decline in the value of the Company’s digital assets or impair the Company’s ability to access or liquidate such assets.
Given the Company’s concentration in digital assets and its early stage of operations, adverse changes in cryptocurrency markets could materially affect the Company’s ability to continue operations and could result in the loss of some or all of our stockholders’ investment.
Going Concern
The Company’s financial statements have been prepared assuming that the Company will continue as a going concern. The Company has incurred recurring losses from operations and has generated insignificant revenue. These conditions raise substantial doubt about the Company’s ability to continue as a going concern within one year after the date that these financial statements are issued.
The Company has not established a substantive source of revenue sufficient to cover its operating expenses. Management intends to fund operations through equity financings, convertible instruments, and related-party contributions. 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 and classification of assets or the amounts and classification of liabilities.
| ITEM 3 | QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK |
As a smaller reporting company, as defined in Rule 12b-2 of the Exchange Act, we are not required to provide the information called for by this Item.
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| ITEM 4 | CONTROLS AND PROCEDURES |
Management’s Report on Disclosure Controls and Procedures
We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our reports filed under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission's rules and forms, and that such information is accumulated and communicated to our management, including our chief executive officer and our chief financial officer, Levi Jacobson (who is acting as our principal executive officer, principal financial officer and principal accounting officer) to allow for timely decisions regarding required disclosure.
As of December 31, 2025, we carried out an evaluation, under the supervision of our chief executive officer, who also serves as our chief financial officer, of the effectiveness of the design and operation of our disclosure controls and procedures. Our sole officer concluded that the disclosure controls and procedures were not effective as of the end of the period covered by this report due to material weaknesses identified below.
The matters involving internal controls and procedures that our management considered to be material weaknesses were the concentration of authority in a single individual without adequate compensating controls; the lack of independent directors and an audit committee, resulting in ineffective oversight in the establishment and monitoring of required internal controls and procedures; and inadequate segregation of duties consistent with control objectives. These material weaknesses were identified by our Chief Executive Officer, who also serves as our Chief Financial Officer, in connection with the above evaluation.
Inherent Limitations on Effectiveness of Controls
Internal control over financial reporting has inherent limitations, including the possibility of human error, the circumvention of controls through collusion, and improper management override. Because of these inherent limitations, internal control over financial reporting may not prevent or detect misstatements on a timely basis. Even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation. Projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions or that the degree of compliance with the policies or procedures may deteriorate.
Changes in Internal Control over Financial Reporting
There have been no changes in our internal control over financial reporting that occurred during the quarter ended December 31, 2025 that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
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PART II-OTHER INFORMATION
| ITEM 1 | LEGAL PROCEEDINGS |
There are no legal proceedings against the Company and the Company is unaware of such proceedings contemplated against it.
However, as of December 31, 2025, the Company is in dispute with a vendor regarding services totaling approximately $12,500. No legal proceedings have been initiated in connection with this matter, and the Company has not recorded a liability as payment of the disputed amount is uncertain.
| ITEM 1A | RISK FACTORS |
As a smaller reporting company, we are not required to provide the information required by this Item.
| ITEM 2 | UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS |
This section sets forth information regarding all unregistered sales of the Company’s equity securities for the six-month period ended December 31, 2025.
The dates referenced below reflect the execution dates of the applicable subscription agreements and instruments and do not necessarily correspond to the dates on which payment was received or when the shares were issued or recorded by the Company’s transfer agent.
During the six-month period ended December 31, 2025, the Company issued shares of its common stock in private placement transactions to accredited investors in reliance upon the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended, and Rule 506(b) of Regulation D promulgated thereunder.
During this period, the Company issued an aggregate of 115,750,000 shares of restricted common stock to accredited investors in private placement transactions for total proceeds of $1,850,000 and issued an additional 17,166,667 shares of common stock for proceeds of $275,000. The Company also issued 5,000,000 shares of common stock as commitment shares in connection with a note payable.
On July 22, 2025, the Company issued a convertible promissory note to Quick Capital LLC. In connection with this transaction, the Company issued warrants to purchase 2,777,778 shares of its common stock at an exercise price of $0.02 per share. The note is convertible into shares of the Company’s common stock at the holder’s election pursuant to its terms.
On July 22, 2025, the Company issued a promissory note to Coventry Enterprises LLC and issued 5,000,000 shares of common stock as commitment shares in connection with the note. The commitment shares serve as a guaranty of the Company’s obligations and may be returned to the Company upon satisfaction of the terms of the note.
On or about October 3, 2025, the Company issued 10,000,000 shares of restricted common stock at a purchase price of $0.01 per share for gross proceeds of $100,000 pursuant to a subscription agreement with an accredited investor. The agreement provided for an optional second tranche of an additional 10,000,000 shares at the same purchase price; however, the second tranche was not funded and no additional shares were issued.
The securities described above were offered and sold without registration under the Securities Act in reliance upon exemptions from registration. Each investor represented that the securities were acquired for investment purposes and not with a view to distribution. The shares are subject to transfer restrictions and bear restrictive legends. No underwriting discounts, commissions, placement agent fees, or finder’s fees were paid in connection with these transactions.
The proceeds from these transactions were used for general corporate purposes, including working capital and operating expenses.
Additional information regarding these transactions is incorporated by reference from Notes 11 and 12 to the financial statements included in this Quarterly Report on Form 10-Q. The foregoing issuances contributed to the increase in the Company’s issued and outstanding common stock during the period.
| ITEM 3 | DEFAULTS UPON SENIOR SECURITIES |
None.
| ITEM 4 | MINE SAFETY DISCLOSURES |
Not applicable.
| ITEM 5 | OTHER INFORMATION |
None.
| ITEM 6 | EXHIBITS |
| Exhibit No. | Description | |
| 3.1 | Certificate of Incorporation, as amended (1) | |
| 3.2 | Amended and Restated Bylaws (2) | |
| 31 | Certification of the Company’s Principal Executive and Principal Financial Officer pursuant to the Securities Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. (3) | |
| 32 | 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 | Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document). | |
| 101.SCH | Inline XBRL Taxonomy Extension Schema | |
| 101.CAL | Inline XBRL Taxonomy Extension Calculation Linkbase | |
| 101.DEF | Inline XBRL Taxonomy Extension Definition Linkbase | |
| 101.LAB | Inline XBRL Taxonomy Extension Label Linkbase | |
| 101.PRE | Inline XBRL Taxonomy Extension Presentation Linkbase | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | |
| (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. |
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SIGNATURES
In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, there unto duly authorized.
C2 Blockchain, Inc.
(Registrant)
By: /s/ Levi Jacobson
Name: Levi Jacobson
Chief Executive Officer and Chief Financial Officer
Dated: February 20, 2026
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EXHIBIT 31.1
C2 Blockchain, INC.
OFFICER'S CERTIFICATE PURSUANT TO SECTION 302
I, Levi Jacobson, certify that:
1. I have reviewed this report on Form 10-Q of C2 Blockchain, Inc.;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the small business issuer as of, and for, the periods presented in this report;
4. The small business issuer’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the small business issuer and have:
a. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the small business issuer, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b. Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, 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;
c. Evaluated the effectiveness of the small business issuer's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d. Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
5. The small business owner’s other certifying officer and I have disclosed, based on my most recent evaluation of internal control over financial reporting, to the small business issuer's auditors and the audit committee of the small issuer's board of directors (or persons performing the equivalent functions):
a. All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the small business issuer's ability to record, process, summarize and report financial information; and
b. Any fraud, whether or not material, that involves management or other employees who have a significant role in the small business issuer's internal control over financial reporting.
Dated: February 20, 2026
By: /s/ Levi Jacobson
Levi Jacobson,
Chief Executive Officer
(Principal Executive Officer)
EXHIBIT 31.2
C2 Blockchain, INC.
OFFICER'S CERTIFICATE PURSUANT TO SECTION 302
I, Levi Jacobson, certify that:
1. I have reviewed this report on Form 10-Q of C2 Blockchain, Inc.;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the small business issuer as of, and for, the periods presented in this report;
4. The small business issuer’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the small business issuer and have:
a. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the small business issuer, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b. Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, 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;
c. Evaluated the effectiveness of the small business issuer's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d. Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
5. The small business owner’s other certifying officer and I have disclosed, based on my most recent evaluation of internal control over financial reporting, to the small business issuer's auditors and the audit committee of the small issuer's board of directors (or persons performing the equivalent functions):
a. All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the small business issuer's ability to record, process, summarize and report financial information; and
b. Any fraud, whether or not material, that involves management or other employees who have a significant role in the small business issuer's internal control over financial reporting.
Dated: February 20, 2026
By: /s/ Levi Jacobson
Levi Jacobson,
Chief Financial Officer
(Principal Financial Officer)
EXHIBIT 32.1
C2 Blockchain, INC.
CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO SECTION 906 OF
THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of C2 Blockchain, Inc. (the Company) on Form 10-Q for the quarterly period ended December 31, 2025, as filed with the Securities and Exchange Commission on the date hereof (the Report), I, Levi Jacobson, Principal Executive Officer of the Company, certify, pursuant to 18 U.S.C. ss.1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:
(1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
A signed original of this written statement required by Section 906 has been provided to Levi Jacobson and will be retained by C2 Blockchain, Inc. and furnished to the Securities and Exchange Commission or its staff upon request.
Dated: February 20, 2026
By: /s/ Levi Jacobson
Levi Jacobson,
Chief Executive Officer
(Principal Executive Officer)
EXHIBIT 32.2
C2 Blockchain, INC.
CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO SECTION 906 OF
THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of C2 Blockchain, Inc. (the Company) on Form 10-Q for the quarterly period ended December 31, 2025, as filed with the Securities and Exchange Commission on the date hereof (the Report), I, Levi Jacobson, Principal Financial Officer of the Company, certify, pursuant to 18 U.S.C. ss.1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:
(1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
A signed original of this written statement required by Section 906 has been provided to Levi Jacobson and will be retained by C2 Blockchain, Inc. and furnished to the Securities and Exchange Commission or its staff upon request.
Dated: February 20, 2026
By: /s/ Levi Jacobson
Levi Jacobson,
Chief Financial Officer
(Principal Financial Officer)