Item 1. Business.
(a) Business Development
C2 Blockchain, Inc. 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.
On
March 31, 2022, the Company entered into a “Agreement and Plan of Merger”, whereas it agreed to, and subsequently participated
in, a Nevada holding company reorganization pursuant to NRS 92A.180, NRS 92A.200, NRS 92A.230 and NRS 92A.250 (“Reorganization”).
The constituent corporations 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 corporation 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 Sub filed Articles of Merger with the Nevada Secretary of State. The merger became
effective on April 1, 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. Each share of Predecessor common stock issued and outstanding
immediately prior to the Effective Time was converted into one validly issued, fully paid and non-assessable share of Perfect Solutions
Group, Inc.’s (“Successors”) common stock.
On
May 23, 2022, C2 Blockchain, Inc., as successor issuer to American Estate Management Company began a quoted market in its common
stock which was the market effective date for our corporate action.
The
Company believes that the Reorganization, deemed effective on April 1, 2022, was not a transaction of the type described in subparagraph
(a) of Rule 145 under the Securities Act of 1933 and the consummation of the Reorganization will not be deemed to involve 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 consummated without the vote or consent of the Company’s stockholders. In addition, the provisions
of NRS 92A.180 did not provide a stockholder of the Company with 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 for fair value, the Reorganization could not be deemed to involve an “offer” “offer to sell”;
or “sale” within the meaning of Section 2(3) of the Securities Act of 1933.”
On
April 1, 2022, after the completion of the Holding Company Reorganization, we cancelled all of the stock we held in AEMC resulting in
AEMC as a stand-alone company. Pursuant to the holding company merger agreement and effects of merger, all of the assets and liabilities,
if any, remain with AEMC after the Reorganization. Levi Jacobson, the Director of AEMC, did not discover any assets of AEMC from the time
he was appointed Director until the completion of the Reorganization and subsequent separation of AEMC as a stand-alone company.
Given
that the former business plan and objectives of AEMC and the present day business plan and objectives of CBLO substantially differ from
one another, we conducted the corporate separation with AEMC immediately after the effective time of the Reorganization in order to avoid
any shareholder confusion. The former business plan of AEMC under the leadership of its former directors, does not, in any way, represent
the current day blank check business plan of CBLO. The result of corporate separation ameliorated shareholder confusion about our identity
and/or corporate objectives. Furthermore, we wanted to continue trading in the OTC MarketPlace.
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.
The
corporate actions taken by the Company, including, but not limited to, the corporate structuring of the transactions, was deemed, in the
discretion of our sole director, to be for the benefit of the corporation and its shareholders. Former shareholders of AEMC are now the
shareholders of CBLO. Each and every shareholder of AEMC became a shareholder of CBLO with each share of capital stock of AEMC held by
former AEMC shareholder becoming an equivalent amount of capital stock held in CBLO. The former shareholders of AEMC now have the opportunity
to benefit under 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 given a CUSIP number by CUSIP
Global Services of 12675R 109. The announcement of our Predecessor’s corporate action was posted on the FINRA daily list on May
20, 2022. The Market Effective date was May 23, 2022.
Our
Common Stock is currently quoted on the 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 back to a blank check company.
The Company intends to serve as a vehicle to
affect an asset acquisition, merger, exchange of capital stock or other business combination with a domestic or foreign business. As
of the date of this report, the Company had not yet commenced any such operations.
Currently,
Mendel Holdings, LLC, a Delaware Limited Liability Company, owned and controlled by Levi Jacobson, our sole director is our controlling
shareholder, owning 200,000,000 shares of our common stock representing approximately 78.76 % voting control.
- 1 -
Table of Contents
We use the commercial office space
owned by our director at no cost.
The Company has been engaged in organizational efforts and obtaining initial
financing. The Company seeks to serve as a vehicle to pursue a business combination and has made no efforts thus far to identify a possible
business combination. As a result, the Company has not conducted negotiations or entered into a letter of intent concerning any target
business. The business purpose of the Company is to seek the acquisition of or merger with an existing company.
The Company is an “emerging growth company” (“EGC”),
that is exempt from certain financial disclosure and governance requirements for up to five years as defined in the Jumpstart Our Business
Startups Act (the JOBS Act), that eases restrictions on the sale of securities; and increases the number of shareholders a company must
have before becoming subject to the U.S. Securities and Exchange Commissions (SEC’s) reporting and disclosure rules (See Emerging
Growth Companies Section Below).
(b) Business Summary
The
Company, based on proposed business activities, is a "blank check" company. The U.S. Securities and Exchange Commission (the SEC) defines
those companies as "any development stage company that is issuing a penny stock, within the meaning of Section 3 (a)(51)-1 of the Securities
Exchange Act of 1934, as amended (the Exchange Act), and that has no specific business plan or purpose, or has indicated that its business
plan is to engage in a merger or acquisition with an unidentified company or companies or other entity or person." Under SEC Rule 12b-2
under the Exchange Act, the Company also qualifies as a shell company, because it has no or nominal assets (other than cash) and no or
nominal operations. Many states have enacted statutes, rules and regulations limiting the sale of securities of "blank check" companies
in their respective jurisdictions. Management does not intend to undertake any efforts to cause a market to develop in our securities,
either debt or equity, until we have successfully concluded a business combination. The Company intends to comply with the periodic reporting
requirements of the Exchange Act for so long as it is subject to those requirements.
The Company intends to comply with the periodic reporting requirements
of the Exchange Act for so long as it is subject to those requirements.
The Company was organized as a vehicle to investigate and, if such investigation
warrants, acquire a target company or business seeking the perceived advantages of being a publicly held corporation. The Company’s
principal business objective for the next 12 months and beyond such time will be to achieve long-term growth potential through a combination
with a business rather than immediate, short-term earnings. The Company will not restrict its potential candidate target companies to
any specific business, industry or geographical location and, thus, may acquire any type of business. The company may merge with or acquire
another company in which the promoters, management, or promoters’ or managements’ affiliates or associates, directly or indirectly,
have an ownership interest.
The analysis of new business opportunities will be undertaken by,
or under the supervision of, Levi Jacobson, the sole officer and director of the Registrant. As of this date, the Company has not entered
into any definitive agreement with any party, nor have there been any specific discussions with any potential business combination candidate
regarding business opportunities for the Company. The Registrant has unrestricted flexibility in seeking, analyzing and participating
in potential business opportunities. In its efforts to analyze potential acquisition targets, the Registrant will consider the following
kinds of factors:
|
(a) |
Potential for growth, indicated by new technology, anticipated market expansion or new products; |
|
(b) |
Competitive position as compared to other firms of similar size and experience within the industry segment as well as within the industry as a whole; |
|
(c) |
Strength and diversity of management, either in place or scheduled for recruitment; |
|
(d) |
Capital requirements and anticipated availability of required funds, to be provided by the Registrant or from operations, through the sale of additional securities, through joint ventures or similar arrangements or from other sources; |
|
(e) |
The cost of participation by the Registrant as compared to the perceived tangible and intangible values and potentials; |
|
(f) |
The extent to which the business opportunity can be advanced; |
|
(g) |
The accessibility of required management expertise, personnel, raw materials, services, professional assistance and other required items; and, |
|
(h) |
Other relevant factors. |
In applying the foregoing criteria, no one of which will be controlling,
management will attempt to analyze all factors and circumstances and make a determination based upon reasonable investigative measures
and available data. Potentially available business opportunities may occur in many different industries, and at various stages of development,
all of which will make the task of comparative investigation and analysis of such business opportunities extremely difficult and complex.
Due to the Registrant's limited capital available for investigation, the Registrant may not discover or adequately evaluate adverse facts
about the opportunity to be acquired.
- 2 -
Table of Contents
Additionally, C2 Blockchain, Inc. will continue to be an insignificant
participant in the business of seeking mergers with and acquisitions of business entities. A large number of established and well-financed
entities, including venture capital firms, are active in mergers and acquisitions of companies which may be a merger or acquisition candidate
for C2 Blockchain, Inc. Nearly all such entities have significantly greater financial resources, technical expertise and managerial capabilities
than C2 Blockchain, Inc. and, consequently, we will be at a competitive disadvantage in identifying possible business opportunities and
successfully completing a business combination. Moreover, C2 Blockchain, Inc. will also compete with numerous other small public companies
in seeking merger or acquisition candidates.
Security holders who received securities from us when we became
a shell company are considered underwriters in connection with any resale of those securities until one year from the date Form 10 information
has publicly filed, as specified in Rule 144(i). Shares of our common stock which are not registered with the Securities and Exchange
Commission, but are currently held by shareholders, cannot be sold under the exemptions from registration provided by Rule 144 under or
Section 4(1) of the Securities Act (“Rule 144”) so long as the Company is designated a “shell company” and for
12 months after it ceases to be a “shell company,” provided the Company otherwise is in compliance with the applicable rules
and regulations. Compliance with the criteria for securing exemptions under federal securities laws and the securities laws of the various
states is extremely complex, especially in respect of those exemptions affording flexibility and the elimination of trading restrictions
in respect of securities received in exempt transactions and subsequently disposed of without registration under the Securities Act or
state securities laws.
If the Company engages in a registration statement offering our securities
for sale as a blank check company or with a company that would still be considered a shell company or blank check company, our securities
will require registration subject to Rule 419. The Securities and Exchange Commission has adopted a rule (Rule 419) which defines a blank
check company as (i) a development stage company, that is (ii) offering penny stock, as defined by Rule 3a51-1, and (iii) that has no
specific business plan or purpose or has indicated that its business plan is to engage in a merger or acquisition with an unidentified
company or companies. Should we file a registration statement offering of our securities for sale before we complete a business combination
with an operating company, the Company would be considered a blank check company within the meaning of Rule 419 and any sales of the stock
issued in the offering would require a registration under the Securities Act of 1933, as amended, furthermore, the registered securities
and the proceeds from an offering subject to Rule 419 require the following:
|
a) |
Deposit and investment of proceeds |
All offering proceeds, after deduction
of cash paid for underwriting commissions, underwriting expenses and dealer allowances, and amounts permitted to be released to the registrant
shall be deposited promptly into the escrow or trust account; provided, however, that no deduction may be made for underwriting commissions,
underwriting expenses or dealer allowances payable to an affiliate of the registrant.
All securities issued in connection
with the offering, whether or not for cash consideration, and any other securities issued with respect to such securities, including securities
issued with respect to stock splits, stock dividends, or similar rights, shall be deposited directly into the escrow or trust account
promptly upon issuance. The identity of the purchaser of the securities shall be included on the stock certificates or other documents
evidencing such securities.
|
c) |
Release of deposited and funds securities |
Post-effective amendment for acquisition agreement. Upon execution of an
agreement(s) for the acquisition(s) of a business(es) or assets that will constitute the business (or a line of business) of the registrant
and for which the fair value of the business(es) or net assets to be acquired represents at least 80 percent of the maximum offering proceeds,
including proceeds received or to be received upon the exercise or conversion of any securities offered, but excluding amounts payable
to non-affiliates for underwriting commissions, underwriting expenses, and dealer allowances, the registrant shall file a post-effective
amendment disclosing the entire transaction.
Mr. Jacobson, our sole officer and director, who is also our controlling
shareholder via Mendel Holdings, LLC, has no intentions of engaging in any transactions with respect to the Company's Common Stock except
in connection with or following a business combination resulting in the Company no longer being defined as a blank check issuer. Any transactions
in our Common Stock by said shareholder will require compliance with the registration requirements under the Securities Act of 1933, as
amended.
Furthermore, if we publicly offer any securities as a condition
to the closing of any acquisition or business combination while we are a blank check or shell company, we will have to fully comply with
SEC Rule 419 and deposit all funds in escrow pending advice about the proposed transaction to our stockholders fully disclosing all information
required by Regulation 14 of the SEC and seeking the vote and agreement of investment of those stockholders to whom such securities were
offered; if no response is received from these stockholders within 45 days thereafter or if any stockholder elects not to invest following
our advice about the proposed transaction, all funds that must be held in escrow by us under Rule 419, as applicable, will be promptly
returned to any such stockholder. All securities issued in any such offering will likewise be deposited in escrow, pending satisfaction
of the foregoing conditions. In addition, if we enter into a transaction with a company that would still be considered a shell company
or blank check company, the exemption from registration available from Rule 144, for the resales of our securities by our shareholders,
would not be available to us.
In addition, the ability to register or qualify for sale
any shares of stock for both initial sale and secondary trading would be limited because a number of states have enacted regulations pursuant
to their securities or "blue-sky" laws restricting or, in some instances, prohibiting, the sale of securities of "blank
check" issuers, such as the Company, within that state. In addition, many states, while not specifically prohibiting or restricting
"blank check" companies, may not register the shares for sale in their states. Because of such regulations and other restrictions,
the Company's selling efforts, if any, and any secondary market which may develop, may only be conducted in those jurisdictions where
an applicable exemption is available or a blue sky application has been filed and accepted or where the shares have been registered thus
limiting the issuers ability to complete this offering.
- 3 -
Table of Contents
Form of Acquisition
The manner in which the Registrant participates in an opportunity will
depend upon the nature of the opportunity, the respective needs and desires of the Registrant and the promoters of the opportunity, and
the relative negotiating strength of the Registrant and such promoters.
It is likely that the Registrant will acquire its participation in a business
opportunity through the issuance of common stock or other securities of the Registrant. Although the terms of any such transaction cannot
be predicted, it should be noted that in certain circumstances the criteria for determining whether or not an acquisition is a so-called
"tax free" reorganization under Section 368(a)(1) of the Internal Revenue Code of 1986, as amended (the "Code") depends
upon whether the owners of the acquired business own 80% or more of the voting stock of the surviving entity. If a transaction were structured
to take advantage of these provisions rather than other "tax free" provisions provided under the Code, all prior stockholders
would in such circumstances retain 10% or less of the total issued and outstanding shares of the surviving entity.
Our management anticipates that we will likely be able to affect only one
business combination, due primarily to our limited financing and the dilution of interest for present and prospective stockholders, which
is likely to occur as a result of our managements plan to offer a controlling interest to a target business in order to achieve a tax-free
reorganization.
We anticipate difficulty in obtaining financing from other sources since
we have no income and zero cash reserves. We are presently reliant on capital contributions towards expenses from our sole officer and
director, Levi Jacobson. Our sole officer and director has not guaranteed that he will continue to support our capital needs. Therefore,
we may not have the ability to continue as a going concern.
In addition, depending upon the transaction, the Registrants current stockholders
may be substantially diluted, potentially to less than 10% of the total issued and outstanding shares of the surviving entity and possibly
even eliminated as stockholders by an acquisition.
The present stockholders of the Registrant will likely not have control
of a majority of the voting securities of the Registrant following a reorganization transaction. As part of such a transaction, all, or
a majority of, the Registrant's directors may resign and one or more new directors may be appointed without any vote by stockholders.
The Company anticipates that prior to consummating any acquisition or merger,
the Company, if required by relevant state laws and regulations, will seek to have the transaction approved by stockholders in the appropriate
manner. Certain types of transactions may be entered into solely by Board of Directors approval without stockholder approval.
It is anticipated that the investigation of specific business opportunities
and the negotiation, drafting and execution of relevant agreements, disclosure documents and other instruments will require substantial
management time and attention and substantial cost for accountants, attorneys and others. We estimate such cost to be approximately $15,000.
If a decision is made not to participate in a specific business opportunity, the costs theretofore incurred in the related investigation
might not be recoverable. Furthermore, even if an agreement is reached for the participation in a specific business opportunity, the failure
to consummate that transaction may result in the loss to the Company of the related costs incurred.
We presently have no employees apart from our management, which consists
of one person, our sole officer and director, Mr. Levi Jacobson. Our sole officer and director is engaged in outside business activities
and anticipates that he will devote to our business approximately five (5) hours per week until the acquisition of a successful business
opportunity has been identified. We expect no significant changes in the number of our employees other than such changes, if any, incident
to a business combination.
Furthermore, the analysis of new business opportunities will be undertaken
by, or under the supervision of, Levi Jacobson, the sole officer and director of the Company, who is not a professional business analyst
and in all likelihood will not be experienced in matters relating to the target business opportunity. The inexperience of Mr. Jacobson and
the fact that the analysis and evaluation of a potential business combination is to be taken under his supervision may adversely impact
the Company’s ability to identify and consummate a successful business combination. There is no guarantee that Mr. Jacobson will be
able to identify a business combination target that is suitable for the Company. Levi Jacobson, the sole officer and director of the company,
may hire third parties to conduct an analysis for a target company or any other business opportunities.
(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 file reports with the SEC. The Company will be a reporting company and will comply with the requirements of the Exchange Act. |
|
(3) |
The public may read and copy any materials the Company files with the SEC in the SEC's Public Reference Section, Room 1580, 100 F Street N.E., Washington, D.C. 20549. The public may obtain information on the operation of the Public Reference Section by calling the SEC at 1-800-SEC-0330. Additionally, the SEC maintains an Internet site that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC, which can be found at http://www.sec.gov. |
Emerging Growth Company
We are an emerging growth company under the JOBS Act. We shall continue
to be deemed an emerging growth company until the earliest of:
|
(a) the last day of the fiscal year of the issuer during which it had total annual gross revenues of $1,070,000,000 (as such amount is indexed for inflation every 5 years by the Commission to reflect the change in the Consumer Price Index for All Urban Consumers published by the Bureau of Labor Statistics, setting the threshold to the nearest 1,000,000) or more; |
|
(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,
- 4 -
Table of Contents