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YoY shift: Neutral
Year-over-year tone shift - average net-tone change across Risk Factors and MD&A vs the prior 10-K. This filing is -0.00pp more bearish than last year's.
Why YoY instead of absolute: the LM lexicon has ~6.6× more negative words than positive (legal/risk-disclosure language is heavy on hedging), so every 10-K reads bearish on raw tone. Year-over-year change strips that bias and surfaces the actual shift in management's framing.
Tone shift by section
The two components the gauge averages: how Risk Factors and MD&A each shifted in net tone versus last year's 10-K. The headline above is their average, so a green needle over a soft section just means the other section carried it.
Risk Factors
-
Not scored
Net-tone change vs last year's 10-K.
MD&A
-0.00pp
Flat
Net-tone change vs last year's 10-K.
Per-snippet highlights
Sentence-level sentiment highlighting with category and subcategory filters is coming once the snippet-scoring pipeline lands. For now, dig into the actual section text on the Sections tab.
Risk Factors (Item 1A)
2,887 words
Item 1A. Risk Factors.
An investment in our securities involves a high degree of risk. You should carefully consider the risks described below, together with all of the other information contained in this Annual Report on Form 10-K, before deciding whether to invest in our securities. If any of the following risks actually occur, our business, financial condition, and results of operations could be materially and adversely affected. In such a case, the trading price of our common stock could decline, and you could lose part or all of your investment.
There is substantial doubt about our ability to continue as a going concern.
Given our limited operating history, lack of revenues, accumulated losses, and reliance on external financing, there is substantial doubt about our ability to continue as a going . If we cannot obtain sufficient funding to cover our operating expenses and pursue our business plan, we may be to operations, our assets, or seek protection.
Language change vs prior 10-K
MD&A (Item 7) - words with the biggest YoY frequency increase
Our short operating history limits the ability to assess future performance.
The Company’s limited operating history provides investors with little basis to evaluate future financial results, operational success, or prospects.
We are a development-stage company and may never generate revenues or achieveprofitability.
We are in the early stages of development and have generated no revenues to date except for negligible staking rewards. Our business model and proposed projects, including but not limited to a cryptocurrency mining facility and an AI powered crypto chatbot, remain unproven. Because we have a limited operating history, investors have little basis upon which to evaluate our future prospects. There can be no assurance that we will ever generate revenues beyond staking rewards or achieveprofitability.
A significant portion of our assets was held in cryptocurrency, which is highly volatile.
As of June 30, 2025, the Company held approximately $62,474 in Cardano (ADA) tokens. For the year then ended, the Company recognized an impairment expense of $(12,668) on these holdings. The ADA tokens were later sold at a loss of roughly the same amount, and the proceeds were used to acquire DOG Coins. Future changes in the value of DOG Coins or other cryptocurrencies may materially affect the Company’s liquidity, stockholders’ equity, and overall financial results.
We have a history of losses and may continue to incur significant losses in the future.
Subsequent to June 30, 2025, the Company fully divested its ADA token holdings, which resulted in a realized loss approximately equal to the previously recorded impairment expense of $(12,668). While this realized loss has not been audited or reviewed and may ultimately differ, it is expected to be in line with that amount. The proceeds were used to acquire DOG Coins, a Bitcoin-native token built on the Runes protocol that enables the issuance of new digital assets directly on the Bitcoin blockchain. Future realized losses may be greater should the value of DOG Coins or other digital assets decline. We expect to continue incurring operating losses as we pursue our business objectives, and we may never achieveprofitability.
We will need to raise additional capital in the future, and we may not be able to obtain financing on favorable terms or at all.
Our business plan requires substantial additional capital for site acquisition, mining equipment purchases, and operating expenses. We expect to rely on future debt or equity financing to fund our operations. There can be no assurance that additional financing will be available to us on favorable terms or at all. If we cannot obtain financing, we may have to delay, scale back, or abandon some or all of our planned activities.
We may, and plan to, issue additional shares of common stock or other securities in the future, which could substantially dilute existing stockholders and adversely affect the market price of our common stock.
We have historically issued, and intend to continue issuing, large numbers of shares of our common stock, both restricted and freely transferable, in connection with private placements, equity financing, or other corporate purposes. Any such issuances could significantly dilute the ownership interests of existing stockholders and may reduce the value of your investment. Investors who purchase shares may experience substantial dilution, and in extreme cases, could lose some or all of their investment. There can be no assurance that future issuances will not depress the market price of our common stock or make it more difficult to sell shares at favorable prices.
We have limited cash reserves, which may impair our ability to meet operating needs.
As of June 30, 2025, our balance of cash and cash equivalents was only $9. This limited liquidity increases the Company’s dependence on external financing to fund operations, and there can be no assurance that such financing will be available on favorable terms or at all.
Liquidity may depend on selling cryptocurrency holdings at favorable prices.
The Company may need to sell digital assets to generate cash. If cryptocurrency markets decline, become illiquid, or trading is otherwise constrained, the Company may be unable to convert its digital assets into cash on favorable terms or at all, which could materially impair its ability to fund operations or meet obligations.
We may face risks related to our reliance on equity sales and related-party financing.
Historical financing has included the sale of equity and loans from related parties. Future reliance on equity issuances or related-party funding could present conflicts of interest and create uncertainty regarding the availability or terms of such support.
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We have negative stockholders’ equity, which may limit our ability to continue operations or obtain financing.
As of June 30, 2025, the Company had a negative stockholders’ equity of $8,449. This deficit may limit our ability to obtain financing, cover obligations, or continue operations. There can be no assurance that we will be able to raise sufficient capital to sustain operations.
Realized and unrealized losses on cryptocurrency investments may materially affect our financial statements.
For the year ended June 30, 2025, the Company recorded an impairment expense of approximately $(12,668) related to its ADA holdings (a cryptocurrency) and reported a realized loss of $2 under the line item “Gain (loss) on sale of cryptocurrency.” Subsequent to June 30, 2025, the Company fully divested its ADA holdings, which resulted in a realized loss approximately equal to the previously recorded impairment amount, though the final figure has not been audited or reviewed and may differ. Future realized or unrealized losses, including those related to DOG Coins or other cryptocurrencies, may be significant and could adversely affect the Company’s equity and results of operations.
We may be unable to manage growth or scale operations effectively.
Rapid accumulation of cryptocurrency assets without corresponding operational infrastructure may strain management, internal controls, and oversight. Failure to manage growth could adversely affect our business, financial condition, and results of operations.
Valuation of cryptocurrency holdings involves significant judgments and estimates.
The fair value of digital assets is subject to significant assumptions, and changes in valuation could materially affect reported results and stockholders’ equity.
Our future revenue and/or success depends on our business plan and the value of cryptocurrency.
The Company’s future performance relies on the development and commercialization of the Bitcoin mining facility and the AI-powered crypto chatbot, neither of which has generated revenue and may never be carried out. The Company also holds or may hold digital assets, including DOG Coins and other cryptocurrencies, with the expectation that their value will increase. There can be no assurance that these digital assets will appreciate or even maintain their value. Failure, delay, or unfavorable market conditions could materially affect the Company’s future revenue and/or success and its ability to achieveprofitability.
We may never be able to develop, finance, or operate our proposed cryptocurrency mining facility.
We have announced plans to establish a 14-megawatt Bitcoin mining facility in Atlanta, Georgia, but we have not identified or secured a site, purchased equipment, or commenced construction. We may never acquire a site or mining rigs. Establishing such a facility requires significant capital, permits, and infrastructure. Even if financing is available, there is no assurance that we will be able to secure a suitable location on acceptable terms, obtain necessary approvals, or successfully construct and operate the facility. Additionally, other business agenda items may take precedence over these plans, which could further delay or prevent the development of the mining facility.
Our business is highly dependent on the market price of Bitcoin and other cryptocurrencies, which are volatile and may decline significantly.
The success of our planned mining operations, which have not yet commenced, and the value of our digital asset holdings, including DOG Coins, depends heavily on the prevailing market prices of Bitcoin, DOG Coins, and cryptocurrency in general. Cryptocurrency markets are highly volatile, and prices can fluctuate widely in response to various factors, including regulatory developments, technological changes, market sentiment, macroeconomic conditions, and speculative activity. A sustained decline in the prices of Bitcoin, DOG Coins, or other cryptocurrencies could render our planned mining operations unprofitable or our current digital asset holdings significantly less valuable or even worthless.
Future acquisitions of digital assets may result in losses.
The Company may choose to acquire additional cryptocurrencies or other digital assets as part of its business plan or treasury strategy. There can be no assurance that any newly acquired digital assets will retain value, appreciate, or be marketable. Purchases of digital assets that decline significantly in value or become worthless could materially and adversely affect the Company’s financial condition, results of operations, and ability to achieveprofitability.
Our internal financial projections for cryptocurrency mining may prove inaccurate and we may not achievebreak-even or profitability.
Our estimates regarding the potential profitability of using ASIC S19 XP miners assume certain electricity costs, Bitcoin prices, and equipment performance. These assumptions may prove inaccurate or may change materially over time. As a result, we may not achieve the projected break-even period of 2.5 to 3 years, and our mining operations may not become profitable at all.
We have incurred significant net losses and expect to continue incurring losses in the future.
For the year ended June 30, 2025, the Company reported a net loss of $235,265, with operating expenses significantly exceeding revenues. We may continue to incur substantial losses in the future as we pursue our business objectives, and there can be no assurance that we will ever achieveprofitability.
Our mining operations, if developed, would be highly dependent on the availability and cost of electricity.
Cryptocurrency mining is energy-intensive, and profitability depends on access to reliable and cost-effective electricity. Increases in electricity rates, power shortages, or disruptions in energy supply could materially and adversely affect the economics of our planned operations.
Our mining hardware, if acquired, may quickly become obsolete and lose value.
We intend to use ASIC mining rigs, including the S19 XP model, which are subject to rapid technological change. More efficient machines may be introduced by competitors, reducing the competitiveness of our equipment. We may be required to make significant additional investments in new hardware to remain viable, and there is no assurance that such investments would be successful or available to us.
We may never commercialize or generate revenues from our AI-powered crypto chatbot.
Although we announced the beta launch of an AI-powered crypto chatbot in May 2025, development has since been paused, and the project has not generated any revenues. We do not own patents, copyrights, or other intellectual property rights with respect to the chatbot. There is no assurance that we will resume development, commercialize the chatbot, or derive any revenues from this initiative.
Our reliance on DOG Coin as the sole digital asset in our treasury strategy exposes us to concentration and volatility risks.
We have shifted our treasury strategy to focus exclusively on DOG Coin, a meme-driven, community-supported asset built on the Bitcoin blockchain. This concentration increases our exposure to fluctuations in the price, adoption, and cultural relevance of DOG Coin. A significant decline in DOG Coin’s value or demand could materially and adversely affect our financial condition and results of operations.
We rely on third-party custodians and service providers for safeguarding our digital assets, which exposes us to cybersecurity and operational risks.
Our digital assets, including DOG Coin, are stored with or managed by unaffiliated third-party service providers. We have limited ability to monitor or control the cybersecurity practices of these providers. A breach or failure of their systems could result in the partial or total loss of our assets. Unlike bank deposits or securities accounts, digital assets may not be recoverable if stolen or inaccessible, which could materially and adversely impact our financial condition.
We do not maintain a formal cybersecurity risk management program, which increases our vulnerability to cyber threats.
Given our small size and early stage of operations, we have not developed or implemented an enterprise-wide cybersecurity program. Our current measures, such as multi-factor authentication, password protection, and encryption, may not be sufficient to prevent or detect sophisticated cyberattacks. We also lack dedicated cybersecurity personnel and rely on our sole officer and director for oversight. If our systems or those of our providers are compromised, we could suffer irretrievable losses of digital assets, business disruptions, reputational harm, and potential legal liability.
We rely on a single officer and director, which limits our management resources and oversight.
Our sole officer and director, Levi Jacobson, is responsible for all aspects of our management, operations, and oversight, including cybersecurity risk. The lack of additional executive officers, directors, or independent oversight increases our vulnerability to mismanagement, conflicts of interest, and operational inefficiencies. This concentration of responsibility may adversely affect our ability to execute our business plan and respond effectively to challenges.
Our non-binding agreements and letters of intent may never result in completed transactions.
We have entered into non-binding agreements and letters of intent with third parties, including CoinEdge Inc. and A.R.T. Digital Holdings Corp., but we have not consummated any related transactions or made any payments. There is no assurance that these agreements will be finalized or that the proposed transactions will occur on the contemplated terms, if at all. If we are unable to execute these transactions, our growth prospects and business development strategy may be adversely affected.
Changes in laws, regulations, or governmental policies affecting blockchain or digital assets could adversely affect our business.
The regulatory environment surrounding blockchain technology, cryptocurrency mining, and digital assets is uncertain and rapidly evolving. Changes in federal, state, or foreign laws and regulations, or in governmental policies, could increase our costs, restrict our operations, or otherwise adversely affect our ability to conduct business.
Our common stock is quoted on the OTC Markets Group, Inc.’s OTCID tier, which subjects it to volatility, illiquidity, and limited investor interest.
Our common stock is quoted on the OTC Markets Group, Inc.’s OTCID tier under the symbol “CBLO.” Securities traded on the OTC market are often thinly traded, subject to extreme price fluctuations, and may not provide a liquid market for investors. As a result, investors may have difficulty buying or selling our shares, and the market price of our common stock may not reflect its underlying value.
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The market price of our common stock may fluctuate significantly, and investors may lose all or part of their investment.
The trading price of our common stock may be highly volatile and subject to wide fluctuations in response to numerous factors, including operating results, changes in our business strategy, market conditions for blockchain and cryptocurrency companies, announcements by competitors, regulatory developments, and general market sentiment. As a result, investors may experience substantial losses.
We may issue additional shares of common stock or other securities in the future, which could dilute existing stockholders and adversely affect the market price of our common stock.
We may issue additional equity securities to raise capital, acquire assets, or for other purposes. Any such issuances may dilute the ownership interests of existing stockholders and could depress the market price of our common stock.
Our common stock is currently considered to be a “penny stock,” which could make it more difficult for investors to sell their shares.
Because our common stock trades on the OTC Markets Group, Inc.’s OTCID tier at prices below $5.00 per share, it is likely considered a “penny stock” under SEC rules. Broker-dealers who recommend penny stocks must provide investors with a standardized risk disclosure document, make a suitability determination for each purchaser, and obtain the purchaser’s written consent prior to executing a transaction. These additional requirements may limit the willingness of broker-dealers to make a market in our stock or recommend it to investors, which may reduce the liquidity and market price of our shares.
The risks described in this report may not include all of the risks that we face, and you may lose some or all of your investment.
The risks and uncertainties described in this report are not the only ones we face. Additional risks that are not currently known to us, that we consider immaterial at this time, or that are otherwise apparent could also negatively affect our business. Investing in our securities involves a high degree of risk, and there is no guarantee of any return. Investors should be aware that they may lose part or all of their investment by investing in our common stock.
MD&A (Item 7)
845 words
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations.
Forward Looking Statements
This section includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, as added by the Private Securities Litigation Reform Act of 1995. These statements are based on management’s current expectations and assumptions, and such statements are subject to risks and uncertainties. There can be no assurance that any of our plans, objectives, or projections will be achieved. It is possible that any of our planned initiatives may not materialize, and investors could lose some or all of their invested capital. Forward-looking statements speak only as of the date they are made, and we do not undertake any obligation to update them unless required by law.
Business Overview
The Company is a development-stage blockchain infrastructure business focused on cryptocurrency mining, digital asset treasury management, and related technology initiatives. While material corporate activities have commenced, the Company remains in the early stages of development and faces significant operational and financial constraints that may affect the timing and scope of its activities.
For a detailed discussion of the Company’s business, plans, and related information, please refer to Item 1 “Business” of this annual report.
Results of Operations (For the Fiscal Year Ended June 30, 2025, and June 30, 2024)
Revenues
During the fiscal year ended June 30, 2025, we generated $185 in revenue from staking rewards, which constituted all of our revenue for that period. These staking rewards were solely earned from holding and staking Cardano (ADA) tokens. Staking rewards, as defined herein, are earnings received for participating in the network’s validation process by locking certain cryptocurrencies to help secure the blockchain and process transactions. During this period, the Company did not hold any Dog Coin (DOG) tokens, and therefore no staking rewards were generated from DOG. During the fiscal year ended June 30, 2024, the Company did not generate any revenue.
Operating Expenses
Our operating expenses for the fiscal year ended June 30, 2025, were $222,780, all of which were general and administrative expenses. This represents an increase compared to operating expenses of $30,020 for the fiscal year ended June 30, 2024, which were also entirely general and administrative expenses. The increase was primarily due to the Company’s increased level of operations, including $84,000 in accrued officer compensation under an employment agreement entered into in February 2025, as well as increased professional and administrative fees.
Other Income (Loss)
During the fiscal year ended June 30, 2025, we recorded a nominal loss of $2 from the sale of cryptocurrency and an impairmentloss of $12,668. There was no comparable activity during the fiscal year ended, June 30, 2024.
Net Loss
Our net loss for the fiscal year ended June 30, 2025 was $235,265, compared to a net loss of $30,020 for the fiscal year ended June 30, 2024. The increase in net loss primarily reflects higher operating expenses due to the increased level of operations, including professional and administrative fees and officer compensation.
Liquidity and Capital Resources
As of June 30, 2025, the Company had total assets of $75,551 (including $9 in cash, $62,474 in cryptocurrency, all of which was ADA tokens, and $13,068 in prepaid expenses), total liabilities of $84,000 (all accrued officer compensation), and a stockholders’ deficit of $8,449. Net cash used in operating activities was $149,333 for the fiscal year ended June 30, 2025, compared to $30,020 for the fiscal year ended June 30, 2024, reflecting increased corporate expenses and compensation accruals. Net cash used in investing activities was $62,474 for the fiscal year ended June 30, 2025, related to cryptocurrency purchases, with no investing activities in fiscal 2024. Net cash provided by financing activities was $211,786 for the fiscal year ended June 30, 2025, primarily attributable to sales of our common stock, including $223,000 in common stock sales and $50,000 in proceeds for shares payable, partially offset by repayment of a $61,214 related-party loan. In fiscal 2024, financing activities consisted solely of a $30,050 loan from our sole officer and director. We have incurred recurring losses from operations since inception and expect to continue incurring losses until such time as we commence profitable cryptocurrency mining operations or other revenue-generating activities. We will require additional funding, likely through equity financing or related-party contributions, to sustain operations. There can be no assurance that such funding will be available on acceptable terms or at all.
Going Concern
We have incurred recurring losses from operations since inception and expect to continue incurring losses until such time as we commence profitable cryptocurrency mining operations or other revenue-generating activities, including but not limited to digital asset management and related initiatives. Our recurring operating loss, accumulated deficit of $298,184 as of June 30, 2025, and minimal cash balance raise substantial doubt about our ability to continue as a going concern for the next twelve months. Management’s plans include raising additional capital and pursuing our proposed cryptocurrency mining operations; however, there is no assurance that these plans will be successful.
