BMP AI Technologies (BMPA) posts 2025 loss and flags going-concern risk
Rhea-AI Filing Summary
BMP AI Technologies, Inc. is a development-stage enterprise AI software company that reported no revenue for 2024 and 2025 while refocusing on its BMP AI platform for regulated, document-grounded use cases.
For 2025, it recorded a net loss of $264,354 and has accumulated deficits of $4,229,711. The balance sheet is weak, with $50,000 of intangible assets, no cash, current liabilities of $761,517, total liabilities of $807,517, and a stockholders’ deficit of $757,517. The auditor and management highlight substantial doubt about the company’s ability to continue as a going concern.
The company has undergone major restructuring, divesting its prior Multidoc.ai business, acquiring the BMP AI platform, and completing a 1-for-7,500 reverse split and cancellation of 24,000,000 common shares. As of early 2026, there were 51,783,583 common shares outstanding, with CEO Vighnesh Dobale controlling about 67.59%. The stock trades on the OTCQB as a penny stock, recently at $0.125 per share, and the company discloses material weaknesses in internal controls and dependence on a single executive.
Positive
- None.
Negative
- Going concern risk: Recurring losses, no revenue in 2024 and 2025, and an accumulated deficit of $4,229,711 led the auditor and management to state substantial doubt about the company’s ability to continue as a going concern.
- Weak balance sheet and liquidity: As of December 31, 2025, the company reported no cash, only $50,000 of intangible assets, current liabilities of $761,517, total liabilities of $807,517, and a stockholders’ deficit of $757,517.
- Dependence on external financing: Operations are being funded by notes payable and modest equity sales, with 2025 operating cash outflows of $254,333 fully covered by $254,333 of financing inflows, and no committed future funding disclosed.
- Concentration of control and governance risks: CEO Vighnesh Harinarayan Dobale owns 35,000,000 shares (67.59% of outstanding common stock) and serves as sole officer and director, while internal control over financial reporting has disclosed material weaknesses.
- Penny stock and dilution exposure: The stock trades on the OTCQB at $0.125 per share and is classified as a penny stock, with 2.5 billion common shares authorized versus 51,783,583 outstanding, allowing management to issue substantial additional equity that could dilute existing holders.
Insights
2025 10-K shows no revenue, deep deficits, and going-concern risk.
BMP AI Technologies has repositioned around an enterprise AI platform but generated $0 revenue in both 2024 and 2025. Operating expenses climbed to $241,232 in 2025, driving a net loss of $264,354 and cumulative deficits of $4,229,711.
The balance sheet is highly stressed: $50,000 of intangible assets, no cash, current liabilities of $761,517, and total liabilities of $807,517, leaving a stockholders’ deficit of $757,517. The auditor and management explicitly raise substantial doubt about the company’s ability to continue as a going concern.
Financing is coming from notes payable and small equity issuances, while the company has authorized 2.5 billion common shares but only 51,783,583 outstanding as of March 1, 2026, implying significant potential dilution. Control rests with CEO Vighnesh Dobale, who owns 35,000,000 shares (67.59%), and internal control over financial reporting has material weaknesses.
Key Figures
Key Terms
going concern financial
penny stock financial
retrieval-augmented generation (RAG) technical
material weaknesses financial
Economic Injury Disaster Loan Program (EDIL loan) financial
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |
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Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act:
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
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Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act.
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Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 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.
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
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,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
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☒ | Smaller Reporting Company | ||
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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 has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements.
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Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes
The aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day of the registrant’s most recently completed second fiscal quarter was approximately $
As of April 24, 2026, there were
BMP AI TECHNOLOGIES, INC.
Report on Form 10-K
TABLE OF CONTENTS
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PART I. |
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Item 1. | Business |
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Item 1A. | Risk Factors |
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Item 1B. | Unresolved Staff Comments |
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Item 1C | Cybersecurity |
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Item 2. | Properties |
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Item 3. | Legal Proceedings |
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Item 4. | Mine Safety Disclosures |
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PART II. |
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Item 5. | Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities |
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Item 6. | [Reserved] |
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Item 7. | Management’s Discussion and Analysis of Financial Condition and Results of Operations |
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Item 7A. | Quantitative and Qualitative Disclosures About Market Risk |
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Item 8. | Financial Statements and Supplementary Data |
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Item 9. | Changes in and Disagreements with Accountants on Accounting and Financial Disclosure |
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Item 9A. | Controls and Procedures |
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Item 9B. | Other Information |
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Item 9C. | Disclosure Regarding Foreign Jurisdictions that Prevent Inspections |
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PART III. |
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Item 10. | Directors, Executive Officers and Corporate Governance |
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Item 11. | Executive Compensation |
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Item 12. | Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters |
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Item 13. | Certain Relationships and Related Transactions, and Director Independence |
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Item 14. | Principal Accountant Fees and Services |
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PART IV. |
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Item 15. | Exhibits and Financial Statement Schedules |
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Item 16. | Form 10-K Summary |
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PART I
FORWARD LOOKING STATEMENTS
Except for statements of historical fact, certain information described in this Annual Report on Form 10-K (“Annual Report”) contains “forward-looking statements” that involve substantial risks and uncertainties. You can identify these statements by forward-looking words such as “anticipate,” “believe,” “could,” “estimate,” “expect,” “intend,” “may,” “should,” “will,” “would” or similar words. The statements that contain these or similar words should be read carefully because these statements discuss the Company’s future expectations, including its expectations of its future results of operations or financial position, or state other “forward-looking” information. BMP AI Technologies, Inc. believes that it is important to communicate its future expectations to its investors. However, there may be events in the future that the Company is not able to accurately predict or to control. Further, the Company urges you to be cautious of the forward-looking statements which are contained in this Annual Report because they involve risks, uncertainties and other factors affecting its operations, market growth, service, products, and licenses. The risk factors in the section captioned “Risk Factors” in Item 1A of the Company’s Annual Report, as well as other cautionary language in this Annual Report, describe such risks, uncertainties and events that may cause the Company’s actual results and achievements, whether expressed or implied, to differ materially from the expectations the Company describes in its forward-looking statements. The occurrence of any of the events described as risk factors could have a material adverse effect on the Company’s business, results of operations and financial position.
ITEM 1. BUSINESS.
Business Description
BMP AI Technologies, Inc. (the “Company”) is an artificial intelligence software company focused on the development, commercialization, and integration of enterprise-grade AI solutions designed for use in regulated and compliance-sensitive environments.
Pursuant to an Asset Purchase Agreement, the Company completed the acquisition of BMP AI, formerly known as Nosha AI, a next-generation artificial intelligence software platform engineered for enterprise deployment. In connection with this transaction, the Company divested its Multidoc.ai business and strategically realigned its operations to focus exclusively on the BMP AI platform and related opportunities within the enterprise AI market.
Through the acquisition of BMP AI, the Company is concentrating on providing a secure, document-grounded AI platform that enables organizations to deploy intelligent assistants capable of generating responses, automating workflows, and delivering insights based solely on verified internal documents, data, and knowledge bases. The platform is designed to reduce reliance on general-purpose AI models trained on public data and to support use cases that require accuracy, traceability, and auditability.
The Company believes this strategic realignment positions it to address increasing demand for enterprise AI solutions that prioritize compliance, data privacy, and controlled information access, particularly within regulated industries such as healthcare, financial services, legal operations, and enterprise governance.
BMP AI Platform Overview
As used herein, “BMP AI” refers to the enterprise-grade artificial intelligence platform acquired by the Company. The platform integrates document ingestion, vector-based semantic search, retrieval-augmented generation (“RAG”), and compliance-oriented tooling to support the deployment of domain-specific AI assistants.
BMP AI is designed to generate outputs grounded exclusively in an organization’s own internal materials rather than relying on public internet data. This document-grounded approach is intended to support mission-critical use cases where accuracy, explainability, and regulatory compliance are essential.
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Technology Architecture
The BMP AI platform operates through a layered architecture that includes:
| · | Document ingestion: Secure uploading and parsing of structured and unstructured content, including PDFs, word-processing documents, and HTML files. |
| · | Vector embeddings and semantic search: Conversion of ingested content into searchable vector representations to enable contextual matching and retrieval. |
| · | Retrieval-augmented generation (RAG): Response generation based exclusively on retrieved internal content. |
| · | Compliance and privacy layer: Features including encryption, access controls, audit logging, and data residency management. |
| · | Output interfaces: Delivery of results through chat-based interfaces, application programming interfaces (APIs), dashboards, and third-party system integrations. |
This architecture is intended to support enterprise requirements for transparency, auditability, and deployment in privacy-regulated environments.
Use Cases and Applications
BMP AI may be deployed across a variety of enterprise and regulated-sector use cases, including:
| · | Healthcare: Internal assistants supporting protocol guidance and documentation access in compliance-sensitive environments. |
| · | Financial services: Automation of internal policy navigation, regulatory inquiries, and onboarding workflows. |
| · | Legal operations: Support for contract analysis, legal research, and compliance-related processes. |
| · | Enterprise functions: AI-driven assistants for human resources, information technology support, and internal training. |
| · | E-commerce and customer operations: Assistance with product support, order inquiries, and operational workflows. |
Research and Development
The Company’s near-term research and development priorities include:
| · | Enhancements to retrieval-augmented generation capabilities |
| · | Development of sector-specific configurations for healthcare, financial, and legal use cases |
| · | Expansion of no-code and low-code workflow tools |
| · | Continued strengthening of privacy, security, and governance features |
| · | Development of software development kits (SDKs) and partner enablement tools |
Go-to-Market Strategy
The Company intends to pursue a multi-channel commercialization strategy, which may include:
| · | Direct enterprise sales in targeted vertical markets |
| · | Strategic partnerships with software vendors and systems integrators |
| · | Self-service offerings for small and mid-sized organizations |
| · | Targeted account-based marketing initiatives |
Regulatory and Compliance Considerations
The Company recognizes that enterprise AI solutions, particularly those deployed in regulated environments, must comply with evolving legal, regulatory, and governance standards. The BMP AI platform is being developed with features intended to support alignment with applicable privacy, security, and oversight frameworks, including data protection, access controls, auditability, and human-in-the-loop workflows.
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General Development of the Business
BMP AI Technologies, Inc. (the “Company”) was originally organized on March 21, 2000, in the State of California under the name Acquisitions Solutions, Ltd. On February 13, 2001, the Company changed its name to Mc Smoothies, Inc. In May 2002, the Company acquired the assets of Ameridream Entertainment, Inc., a Nevada corporation engaged in film production, and subsequently changed its name to Ameridream Entertainment, Inc., commencing operations as a producer of feature films.
From February 25, 2002 through July 7, 2002, the Company’s common stock was quoted on the OTC Bulletin Board under the trading symbol MCSO, and from July 8, 2002 through February 29, 2003 under the trading symbol AMDR. On or about March 29, 2003, due to the failure of former management to file a quarterly report on Form 10-QSB, the Company’s quotation was removed from the OTC Bulletin Board and the Company’s securities began trading on the Pink Sheets under the trading symbol IPEI.
In September 2003, pursuant to the settlement of litigation involving the Company’s controlling shares, the Company underwent a change in management and changed its name to Soleil Film & Television, Inc., effective October 2003. The Company continued operations in the business of developing, producing, and distributing feature films and television content. On October 19, 2004, the Company filed a Form 15 to terminate its registration under the Securities Exchange Act of 1934.
In September 2006, the Company changed its state of incorporation from California to Nevada. On August 11, 2011, the Company changed its name from Imperia Entertainment, Inc. to Viratech Corp.
Recent Transactions and Strategic Repositioning
On March 8, 2023, the Company entered into an Asset Purchase Agreement (the “Original APA”) with Blackwell Properties, LLC, a Dubai limited liability company, and Charandeep Gopishetty, the sole officer, director, and shareholder of Blackwell (collectively, the “Seller”), pursuant to which the Company acquired certain assets in exchange for the issuance of 9,000,000 shares of the Company’s Series A Preferred Stock.
On May 16, 2024, the Company, Blackwell, and Mr. Gopishetty entered into an Unwind Agreement and Mutual Release, pursuant to which the parties mutually agreed to unwind and render void the Original APA. Under the terms of the Unwind Agreement, the Seller agreed to cancel and return to the Company’s treasury the 9,000,000 shares of Series A Preferred Stock issued in connection with the Original APA, and the Company agreed to return all assets previously acquired. The parties also provided customary mutual releases and representations.
Concurrently with the execution of the Unwind Agreement, on May 16, 2024, the Company entered into a separate Asset Purchase Agreement with Frank Gomez and Grupo FG SAS, an entity formed to hold certain artificial intelligence assets related to a document-grounded AI technology known as Multidoc AI. Pursuant to this agreement, the Company acquired all assets associated with the Multidoc AI platform in exchange for the issuance of 9,000,000 shares of the Company’s Series A Preferred Stock, subject to customary representations, warranties, covenants, and indemnities.
In connection with the Unwind Agreement, Mr. Gopishetty resigned as the sole officer and director of the Company on May 16, 2024. The resignation was not the result of any disagreement with the Company on any matter relating to its operations, policies, or practices. Following this resignation, Mr. Frank Gomez was appointed to serve as the sole officer and director of the Company.
Change in Control and Current Business Focus
On May 14, 2025, Vighnesh Harinarayan Dobale acquired a controlling equity interest in the Company through a private transaction not involving the Company. As a result of this transaction, Mr. Dobale became the Company’s controlling shareholder. On May 20, 2025, Mr. Gomez resigned from all officer and director positions, and Mr. Dobale was appointed as the Company’s Chief Executive Officer, President, Chief Financial Officer, Secretary, Treasurer, and sole director, as disclosed in the Company’s Current Report on Form 8-K filed on May 21, 2025.
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In connection with this change in control, the Company divested the Multidoc AI business and completed the acquisition of BMP AI (formerly Nosha AI) pursuant to an Asset Purchase Agreement. The Company has since redirected its operations to focus on the development and commercialization of the BMP AI enterprise artificial intelligence platform.
Capital Structure Actions
On November 27, 2024, the Company effected a 1-for-7,500 reverse stock split of its issued and outstanding common stock. The reverse stock split did not change the number of authorized shares of common stock. No fractional shares were issued, and any fractional shares resulting from the reverse stock split were rounded up to the nearest whole share. All share and per-share amounts in this Annual Report on Form 10-K have been retroactively adjusted to reflect the reverse stock split for all periods presented.
In October 2025, the Company cancelled 24,000,000 shares of common stock as part of a capital structure streamlining initiative. The cancellation did not involve any transfer of securities and did not affect the Company’s controlling shareholder.
EMPLOYEES
We have no full-time employees and no part-time employees. None of our employees are expected to be subject to a collective bargaining agreement or represented by a trade or labor union. We consider our employee relations to be good.
AVAILABLE INFORMATION
The Company prepares and files annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and certain other information with the SEC. The SEC maintains an Internet site that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC at http://www.sec.gov.
ITEM 1A. RISK FACTORS.
Investing in our common stock involves a high degree of risk. You should carefully consider the risks described below, as well as the other information in this Annual Report, including our financial statements and the related notes and “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” before deciding whether to invest in our securities. The occurrence of any of the events or developments described below could harm our business, financial condition, operating results, and growth prospects. In such an event, the market price of our common stock could decline, and you may lose all or part of your investment. Additional risks and uncertainties not presently known to us or that we currently deem immaterial also may impair our business operations.
RISKS RELATED TO OUR COMPANY
We are a recently re-organized development stage company and expect to incur operating losses for the foreseeable future.
We have had limited operations and have only recently re-organized our business following the acquisition of the BMP AI business (formerly Nosha AI) pursuant to an Asset Purchase Agreement entered into in May 2025. In connection with this transaction, the Company divested its prior Multidoc.ai business and redirected its operations to focus on the development and commercialization of the BMP AI platform. As a result, we have limited operating history under our current business model upon which to evaluate our prospects.
The likelihood of success must be considered in light of the expenses, difficulties, delays, and risks associated with developing, integrating, and commercializing a new enterprise AI platform. We anticipate that we will incur increased operating expenses related to research and development, compliance, infrastructure, sales and marketing, and public company reporting obligations without generating significant revenues in the near term. We expect to incur losses for the foreseeable future, and there can be no assurance that we will ever achieve profitable operations. If we are unsuccessful in executing our business strategy, our business may fail and investors could lose all or a portion of their investment.
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We may not be able to continue as a going concern if we do not obtain additional financing.
Our independent registered public accounting firm has expressed substantial doubt regarding our ability to continue as a going concern. We have incurred losses since inception, and our ability to continue operations is dependent upon obtaining additional financing to fund our planned operations. There can be no assurance that we will be able to raise additional capital on acceptable terms, or at all. Failure to obtain sufficient financing could require us to curtail or cease operations.
Our Chief Executive Officer is our sole officer and director, and the loss of his services could adversely affect our business.
Effective May 20, 2025, Vighnesh Dobale was appointed as Chief Executive Officer, President, Chief Financial Officer, Secretary, Treasurer, and sole director of the Company. The Company is highly dependent on the continued services of Mr. Dobale for the execution of its business strategy, day-to-day operations, and overall management. The loss of Mr. Dobale’s services, whether due to resignation, incapacity, or other reasons, could have a material adverse effect on the Company’s business, financial condition, and prospects. The Company does not currently maintain key person life insurance on Mr. Dobale.
Our controlling shareholder has significant voting power, which may limit the ability of other shareholders to influence corporate matters.
As disclosed in the Company’s Form 8-K filed on May 21, 2025, Vighnesh Dobale acquired a controlling equity interest in the Company through a private transaction not involving the Company. As a result, Mr. Dobale has the ability to exercise significant control over matters requiring stockholder approval, including the election of directors, approval of significant corporate transactions, and other matters submitted to shareholders. This concentration of ownership may discourage, delay, or prevent a change in control of the Company and could adversely affect the market price of the Company’s common stock.
Since management is not a resident of the United States, shareholders may face difficulty enforcing U.S. judgments.
Our Chief Executive Officer and sole director resides outside the United States, and a substantial portion of his assets may be located outside the United States. As a result, it may be difficult for shareholders to effect service of process within the United States or to enforce judgments obtained in U.S. courts against non-U.S. residents or their assets. Foreign courts may not recognize or enforce judgments predicated upon U.S. federal securities laws.
We expect to derive substantially all of our future revenue from the BMP AI platform, and failure of this platform to achieve market acceptance would adversely affect our business.
Following the divestiture of Multidoc.ai, we expect that substantially all of our future revenue, if any, will be derived from the commercialization of the BMP AI platform acquired in May 2025. Market acceptance of BMP AI is critical to our success and depends on numerous factors, including customer confidence in AI-generated outputs, regulatory and compliance requirements, security and privacy considerations, integration complexity, pricing, and competition. If we fail to achieve sufficient market acceptance or customer adoption, our business, results of operations, and financial condition could be materially adversely affected.
Our platform incorporates complex software and may contain errors or security vulnerabilities.
BMP AI is a complex software platform that integrates document ingestion, retrieval-augmented generation, and compliance-related features. Such software may contain undetected errors, defects, or vulnerabilities that could be discovered after deployment. Any failures, security breaches, or performance issues could harm our reputation, delay adoption, result in liability, or require costly remediation efforts.
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We rely on intellectual property acquired from third parties and may face challenges protecting or enforcing those rights.
Pursuant to the Asset Purchase Agreement, the Company acquired all right, title, and interest in the intellectual property, software, code, and technology associated with the BMP AI platform. Although the Company believes it has acquired the necessary rights to operate its business, there can be no assurance that third parties will not assert claims challenging ownership, validity, or scope of such intellectual property. Defending against such claims could be costly, time-consuming, and could require us to modify or discontinue aspects of our platform.
We may be subject to intellectual property infringement claims.
Companies operating in the artificial intelligence and software industries are frequently subject to claims of intellectual property infringement or misappropriation. Third-party claims, whether or not meritorious, could require us to expend significant resources to defend, could result in liability for damages, or could restrict our ability to use or commercialize certain technologies. Any such outcome could have a material adverse effect on our business.
RISKS ASSOCIATED WITH THIS REGISTRATION STATEMENT
Our common stock is subject to the “penny stock” rules of the Securities and Exchange Commission, and the trading market in our securities is limited, which makes transactions in our stock cumbersome and may reduce the value of an investment in our stock.
Under U.S. federal securities legislation, our common stock will constitute “penny stock”. Penny stock is any equity security that has a market price of less than $5.00 per share, subject to certain exceptions. For any transaction involving a penny stock, unless exempt, the rules require that a broker or dealer approve a potential investor’s account for transactions in penny stocks, and the broker or dealer receive from the investor a written agreement to the transaction, setting forth the identity and quantity of the penny stock to be purchased. In order to approve an investor’s account for transactions in penny stocks, the broker or dealer must obtain financial information and investment experience objectives of the person and make a reasonable determination that the transactions in penny stocks are suitable for that person and the person has sufficient knowledge and experience in financial matters to be capable of evaluating the risks of transactions in penny stocks. The broker or dealer must also deliver, prior to any transaction in a penny stock, a disclosure schedule prepared by the Commission relating to the penny stock market, which, in highlight form sets forth the basis on which the broker or dealer made the suitability determination. Brokers may be less willing to execute transactions in securities subject to the “penny stock” rules. This may make it more difficult for investors to dispose of our common stock and cause a decline in the market value of our stock. Disclosure also must be made about the risks of investing in penny stocks in both public offerings and in secondary trading and about the commissions payable to both the broker-dealer and the registered representative, current quotations for the securities and the rights and remedies available to an investor in cases of fraud in penny stock transactions. Finally, monthly statements must be sent disclosing recent price information for the penny stock held in the account and information on the limited market in penny stocks.
The Company’s management could issue additional shares.
The Company has 2,500,000,000 authorized common shares, of which 51,783,583 are currently issued and outstanding. The Company’s management could, without the consent of the existing shareholders, issue substantially more shares, causing a further dilution in the equity portion of the Company’s current shareholders. Additionally, large share issuances would generally have a negative impact on the Company’s share price.
We do not anticipate paying dividends.
We do not anticipate paying dividends on our common stock in the foreseeable future, but plan rather to retain earnings, if any for the operation, growth, and expansion of our subsequent business. Because the Company does not anticipate paying cash dividends in the foreseeable future which may lower expected returns for investors, and as such our stockholders will not be able to receive a return on their investment unless they sell their shares of common stock.
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INDUSTRY AND OTHER DATA
This Annual Report contains statements regarding industry, market, and competitive position information based on the Company’s internal estimates, management’s experience, and publicly available information. The Company has not relied on or commissioned any independent third-party industry publications, surveys, or studies in connection with this Annual Report. Management’s estimates are subject to uncertainty and may differ materially from actual industry results or from estimates prepared by third parties.
ITEM 1B. UNRESOLVED STAFF COMMENTS.
This item is not applicable to the Company because the Company is a smaller reporting company as defined by Rule 12b-2 under the Securities Exchange Act of 1934.
ITEM 1C. CYBERSECURITY
Risk Management and Strategy
Our cybersecurity policies, standards, processes, and practices are based on applicable laws and regulations and informed by industry standards and industry-recognized practices. Our strategy to assess, identify, and manage material cybersecurity risks is through a comprehensive, cross-functional approach that is focused on preserving the confidentiality, security, and availability of our information systems and data. We implement security measures and processes to identify, prevent, and mitigate cybersecurity threats and to effectively respond to cybersecurity incidents when they occur. Our cyber risk management includes: (1) enterprise risk management to identify top cybersecurity risks; (2) vulnerability management to identify software vulnerabilities and risks related to compute infrastructure; (3) vendor risk management to identify risks related to third parties and business partners, which includes pre-engagement review, use of contractual security provisions, and continued monitoring, as applicable; (4) privacy risk management to identify privacy risks in our product and platforms and ensure regulatory compliance; (5) security monitoring to analyze and assess threat activity in real time; and (6) security incident response to investigate, respond to, and mitigate cyber threats. We regularly engage third parties to identify risks in our underlying software and infrastructure, to provide threat intelligence, and to assist in triaging, identifying, and responding to cyber threats.
We have
Governance
Our Board of Directors
ITEM 2. PROPERTIES.
Our office is located in a shared office space which presently is sufficient for our needs, and provided by our sole-officer and director, free of charge, which we believe will suffice for our immediate needs. Management does not anticipate any issue in locating and securing additional office space as we implement our plan of operation and the business grows.
ITEM 3. LEGAL PROCEEDINGS.
The Company may, from time to time, be involved in various legal proceedings incidental to the conduct of our business. Historically, the outcome of all such legal proceedings has not, in the aggregate, had a material adverse effect on our business, financial condition, results of operations or liquidity. There are no material pending or threatened legal proceedings at this time.
ITEM 4. MINE SAFETY DISCLOSURES.
Not applicable.
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PART II
ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES.
Market Information
The Company’s common stock is currently traded under the symbol “BMPA” on the OTCQB Marketplace, prior to October 8, 2025, the Company’s symbol was “NBBI”. On March 31, 2026, the closing bid price of our Common Stock was $0.125 per share. The trading market for the common stock has been extremely limited and sporadic and as of the date of this document, there is no established public trading market for our common equity, and our shares are thinly traded.
Holders
As of March 1, 2026, we had 51,783,583 shares of common stock, par value $0.0001 per share, issued and outstanding, which were held by approximately 134 shareholders of record. The Transfer Agent for shares of the Company’s securities is Standard Registrar and Transfer Co., located at 440 E S Suite 200 Salt Lake City, UT 84111.
Recent Sales of Unregistered Securities
Below is a description of all unregistered securities issued by the Company during and subsequent to the quarter ended December 31, 2025, through the date of this report. Each of the issuances identified below were issued in transactions exempt from registration under the Securities Act of 1933, as amended, in reliance on Section 3(a)(9) and/or 4(2) thereof.
Issuances During the Quarter Ended December 31, 2025
None.
Issuances Subsequent to December 31, 2025
None.
ITEM 6. [RESERVED]
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ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.
The following discussion and analysis is intended as a review of significant factors affecting the Company’s financial condition and results of operations for the periods indicated. The discussion should be read in conjunction with the Company’s financial statements and the notes presented herein. In addition to historical information, the following Management’s Discussion and Analysis of Financial Condition and Results of Operations contains forward-looking statements that involve risks and uncertainties. The Company’s actual results could differ significantly from those anticipated in these forward-looking statements as a result of the risk factors set forth above in Item 1A and other factors discussed in this Annual Report.
Results of Operations for the Years Ended December 31, 2025 and 2024
Revenues
We had no revenue for the years ended December 31, 2025 and 2024, respectively.
Operating Expenses
Operating expenses increased to $241,232 for the year ended December 31, 2025, from $76,877 for the year ended December 31, 2024. The increase in operating expenses was the result of increased stock-based compensation for the year ended December 31, 2025.
Other Income (Expenses)
We had other expenses of $23,122 for the year ended December 31, 2025, as compared with other income of $1,355,209 for the year ended December 31, 2024.
Our other expenses for the year ended December 31, 2025, consisted mainly of interest expense and a gain on settlement of debt. Our other expenses for the year ended December 31, 2024 consisted mainly of interest expense and loss on acquisition of assets netted against a gain on settlement of debt.
Net income (Loss)
We recorded a net loss of $264,354 for the year ended December 31, 2025, as compared with a net loss of $1,278,332 for the year ended December 31, 2024.
Liquidity and Capital Resources
Going concern – The accompanying financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The Company has incurred cumulative net losses of $4,229,711 since its inception and requires capital for its contemplated operational and marketing activities to take place. The Company’s ability to generate the necessary funds through licensing of its core products or the ability to raise additional capital through the future issuances of common stock or debt is unknown. The obtainment of additional financing, the successful development of the Company’s contemplated plan of operations, and its transition, ultimately, to the attainment of profitable operations are necessary for the Company to continue operations. These factors, among others, raises substantial doubt about the Company’s ability to continue as a going concern. The consolidated financial statements of the Company do not include any adjustments that may result from the outcome of these aforementioned uncertainties.
As of December 31, 2025, we had total current assets of $0 and total assets in the amount of $50,000. Our total current liabilities as of December 31, 2025, were $761,517. We had a working capital deficit of $761,517 as of December 31, 2025, compared with a working capital deficit of $662,997 as of December 31, 2024.
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Operating activities used $254,333 in cash for the year ended December 31, 2025, as compared with $63,268 used for the year ended December 31, 2024. Our negative operating cash flows for 2025 was the result of our net loss for the year, mainly offset by changes in operating assets and liabilities and a loss on acquisition of assets. Our negative operating cash flows for 2024 was the result of our net loss for the year, mainly offset by changes in operating assets and liabilities, a loss on acquisition of assets.
Cash flows provided by financing activities during the year ended December 31, 2025 amounted to $254,333, as compared with cash provided of $63,268 for the year ended December 31, 2024. Our positive financing cash flow for the year ended December 31, 2025 and 2024 resulted from proceeds from notes payable.
The features of the debt instruments and payables concerning our financing activities are detailed in the footnotes to our financial statements.
Based upon our current financial condition, we do not have sufficient cash to operate our business at the current level for the next twelve months. We intend to fund operations through increased sales and debt and/or equity financing arrangements, which may be insufficient to fund expenditures or other cash requirements. We plan to seek additional financing in a private equity offering to secure funding for operations. There can be no assurance that we will be successful in raising additional capital.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
This item is not applicable to the Company because the Company is a smaller reporting company as defined by Rule 12b-2 under the Securities Exchange Act of 1934.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.
All financial information required by this Item is included on the pages immediately following the Index to Financial Statements appearing on page F-1 and is hereby incorporated by reference.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.
None
ITEM 9A. CONTROLS AND PROCEDURES.
Disclosure Controls and Procedures
Based on an evaluation as of the date of the end of the period covered by this report, the Company’s Chief Executive Officer and Chief Financial Officer conducted an evaluation of the effectiveness of the design and operation of the Company’s disclosure controls and procedures, as required by Rule 13a-15 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Based on that evaluation, the Company’s Chief Executive Officer and Chief Financial Officer concluded that, because of the disclosed material weaknesses in the Company’s internal control over financial reporting, the Company’s disclosure controls and procedures were ineffective as of the end of the period covered by this report to ensure that information required to be disclosed by the Company in the reports that the Company files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified by the SEC’s rules and forms.
Disclosure controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed in the Company’s reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in the Company’s reports filed under the Exchange Act is accumulated and communicated to management, including the Company’s Chief Executive Officer and the Company’s Chief Financial Officer, to allow timely decisions regarding required disclosure.
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Management’s Annual Report on Internal Control Over Financial Reporting
Management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Exchange Act Rule 13a-15(f). Management conducted an evaluation of the effectiveness of the internal control over financial reporting as of December 31, 2025, using the criteria established in Internal Control – Integrated Framework (2013 framework) issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”). Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, 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.
A material weakness is a control deficiency, or combination of control deficiencies, that results in more than a remote likelihood that a material misstatement of the annual or interim financial statements will not be prevented or detected. As a result of management’s assessment, management has determined that there are material weaknesses due to the lack of segregation of duties and, due to the limited resources based on the size of the Company. Due to the material weaknesses management concluded that as of December 31, 2025, the Company’s internal control over financial reporting was ineffective. In order to address and resolve the weaknesses, the Company will endeavor to locate and appoint additional qualified personnel to the board of directors and pertinent officer positions as the Company’s financial means allow. To date, the Company’s limited financial resources have not allowed the Company to hire the additional personnel necessary to address the material weaknesses.
This annual report does not include an attestation report of the Company’s registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by the Company’s registered public accounting firm pursuant to temporary rules of the Securities and Exchange Commission that permit the Company to provide only management’s report in this Annual Report.
Changes in Internal Control Over Financial Reporting
There have been no changes in the Company’s internal control over financial reporting that occurred during the Company’s last fiscal quarter (the Company’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.
The term “internal control over financial reporting” is defined as a process designed by, or under the supervision of, the registrant’s principal executive and principal financial officers, or persons performing similar functions, and effected by the registrant’s board of directors, management and other personnel, 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 and includes those policies and procedures that:
(a) | Pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the registrant; |
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(b) | Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the registrant are being made only in accordance with authorizations of management and directors of the registrant; and |
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(c) | Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the registrant’s assets that could have a material effect on the financial statements. |
ITEM 9B. OTHER INFORMATION.
During the year ended December 31, 2025, none of our directors or executive officers adopted or terminated a Rule 10b5-1 trading plan or a non-Rule 10b5-1 trading arrangement (as defined in Item 408(c) of Regulation S-K).
ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS
Not applicable.
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PART III
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE.
The Company’s current directors and executive officers are as follows:
Name |
| Age |
| Position(s) |
Vighnesh Dobale |
| 26 |
| President, Chief Executive Officer, Chief Financial Officer, Secretary, and Chairman of the Board of Directors |
Term of Office
All the Company’s directors hold office until the next annual meeting of the stockholders or until their successors is elected and qualified. The Company’s executive officers are appointed by the Company’s board of directors and hold office until their resignation, removal, death or retirement.
Background and Business Experience
The business experience during the past five years of each of the Company’s directors and executive officers is as follows:
Mr. Dobale has over five years of experience in fund management, trading, and financial services leadership. Since May 2023, he has served as Managing Director of Loyalty Liquidity, where he provides strategic leadership, oversees trading platform operations, implements compliance frameworks, and leads product development initiatives. From December 2021 to April 2023, Mr. Dobale was the Founder and Director of Loyalty FX Markets Limited, where he directed business growth, trading technology enhancements, and platform innovation. From January 2020 to November 2022, he worked as a Fund Manager and Trader at Future FX Markets Limited, where he developed and implemented investment strategies, conducted market analysis, and ensured regulatory compliance. Additionally, from 2021 through 2023, Mr. Dobale operated as a franchisee of Jio India, overseeing operational activities and customer engagement. From 2018 through 2019, he engaged in professional development and preparatory work in the financial markets sector. Mr. Dobale holds a Diploma from the University of Pune, earned between 2015 and 2018.
Section 16(a) Beneficial Ownership Reporting Compliance
Section 16(a) of the Securities Exchange Act of 1934 requires the Company’s executive officers, directors and persons who own more than 10% of the Company’s common stock to file with the SEC initial reports of beneficial ownership on Form 3, changes in beneficial ownership on Form 4, and an annual statement of beneficial ownership on Form 5. Such executive officers, directors and greater than 10% stockholders are required by SEC rules to furnish the Company with copies of all such forms that they have filed.
Based solely on its review of such forms filed with the SEC and received by the Company and representations from certain reporting persons, the Company believes that all reports required to be filed by each of each of its executive officers, directors and 10% stockholders were filed during the year ended December 31, 2025.
Code of Ethics
The Company’s Board of Directors has not adopted a code of ethics that applies to the principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions, because of the Company’s limited number of executive officers and employees that would be covered by such a code and the Company’s limited financial resources. The Company anticipates that it will adopt a code of ethics after it increases the number of executive officers and employees and obtain additional financial resources.
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Audit Committee and Audit Committee Financial Expert
As of the date of this Offering Circular, the Company has not established an audit committee, and therefore, the Company’s full board of directors performs the functions that customarily would be undertaken by an audit committee. The Company’s Board of Directors during 2025 and 2024 was comprised of two directors, one of whom the Company had determined satisfied the general independence standards of the NASDAQ listing requirements.
The Company’s Board of Directors has determined that none of its current members qualifies as an “audit committee financial expert,” as defined by the rules of the SEC. In the future, the Company intends to establish board committees and to appoint such persons to those committees as are necessary to meet the corporate governance requirements imposed by a national securities exchange, although it is not required to comply with such requirements until the Company elects to seek listing on a national securities exchange.
ITEM 11. EXECUTIVE COMPENSATION.
No officer or director has received any compensation from the Company since the inception of the Company. Until the Company acquires additional capital, it is not anticipated that any officer or director will receive compensation from the Company other than reimbursement for out-of-pocket expenses incurred on behalf of the Company. Our officer and director intend to devote very limited time to our affairs.
The Company has no stock option, retirement, pension, or profit-sharing programs for the benefit of directors, officers, or other employees, but our sole officer and director may recommend adoption of one or more such programs in the future.
There are no understandings or agreements regarding compensation our management will receive after a business combination that is required to be disclosed. The Company does not have a standing compensation committee or a committee performing similar functions, since the Board of Directors has determined not to compensate the officer and director until such time that the Company completes a reverse merger or business combination.
Outstanding Equity Awards at Fiscal Year-End
There are no current outstanding equity awards to our executive officers.
Long-Term Incentive Plans
There are no arrangements or plans in which we provide pension, retirement or similar benefits for directors or executive officers.
Compensation of Directors
Our directors receive no annual salary or bonus for their service as members of the Company’s board of directors.
Security Holders Recommendations to Board of Directors
Shareholders can direct communications to our Chief Executive Officer, Mr. Dobale, at our executive offices. However, while we appreciate all comments from shareholders, we may not be able to individually respond to all communications. We attempt to address shareholder questions and concerns in our press releases and documents filed with the SEC so that all shareholders have access to information about us at the same time. Mr. Dobale collects and evaluates all shareholder communications. All communications addressed to our directors and executive officers will be reviewed by those parties unless the communication is clearly frivolous.
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CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS.
The following table sets forth information regarding the beneficial ownership of the Company’s common stock as of March 1, 2026, by: (i) each director and executive officer of the Company; (ii) all directors and executive officers as a group; and (iii) each person known by the Company to beneficially own more than five percent (5%) of the Company’s outstanding common stock.
Beneficial ownership is determined in accordance with the rules of the Securities and Exchange Commission and generally includes voting or investment power with respect to securities. Except as otherwise indicated in the footnotes below, the Company believes that the beneficial owners listed below have sole voting and dispositive power with respect to the shares shown.
As of March 1, 2026, there were 51,783,583 shares of the Company’s common stock outstanding, which reflects the cancellation of 24,000,000 shares of common stock in October 2025 as part of a capital structure streamlining initiative.
Name of Beneficial Owner |
| Position |
|
| Shares of Common Stock Beneficially Owned |
|
| Percentage of Outstanding Common Stock |
| |||
Vighnesh Harinarayan Dobale |
| Chief Executive Officer, President, Chief Financial Officer, Secretary, Treasurer and Sole Director |
|
|
| 35,000,000 |
|
|
| 67.59 | % | |
All directors and executive officers as a group (1 person) |
|
| — |
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|
| 35,000,000 |
|
|
| 67.59 | % |
Footnotes: (1) The number of shares beneficially owned by each stockholder is determined in accordance with the rules issued by the Securities and Exchange Commission, and the information is not necessarily indicative of beneficial ownership for any other purpose. Under these rules, beneficial ownership includes any shares as to which the individual or entity has sole or shared voting power or investment power, which includes the power to dispose of or to direct the disposition of such securities. Except as indicated in these footnotes, the Company believes, based on information furnished to it, that the individuals and entities named above have sole voting and investment power with respect to all shares of Common Stock beneficially owned by them, subject to applicable community property laws. In computing the number of shares beneficially owned by an individual or entity and the percentage ownership of that person, shares of Common Stock subject to options, warrants, conversion rights or other rights exercisable within 60 days of the measurement date are deemed outstanding for purposes of calculating that person’s ownership, but not for purposes of calculating the ownership of any other person.
(2) On May 14, 2025, Vighnesh Harinarayan Dobale acquired a controlling equity interest in the Company through a private transaction not involving the Company, as disclosed in the Company’s Current Report on Form 8-K filed on May 21, 2025. Mr. Dobale is the Company’s sole officer and director and exercises voting and dispositive control over the securities reported above.
(3) In October 2025, the Company cancelled 24,000,000 shares of common stock as part of a capital structure streamlining initiative. The share cancellation did not involve any transfer of securities and did not affect the Company’s controlling shareholder. All ownership percentages in this table are calculated based on shares outstanding after giving effect to the cancellation.
Changes in Control
On May 14, 2025, Vighnesh Dobale acquired a controlling interest in the Company through the acquisition of common and preferred stock in a private transaction not involving the Company. As a result of this transaction, Mr. Dobale became, and remains, the Company’s controlling shareholder.
Other than the foregoing, there are no arrangements, including any pledge of securities, the operation of which may at a subsequent date result in a change in control of the Company.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE.
The Board of Directors is currently composed of one member accordingly we have no independent directors at this time.
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ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES.
Audit Fees
The aggregate fees incurred by the Company’s principal accountant for the audit of the Company’s annual financial statements, review of financial statements included in the quarterly reports and other fees that are normally provided by the accountant in connection with statutory and regulatory filings or engagements for the years ended December 31, 2025 and 2024 were $20,000 and $20,000, respectively, all of which was paid to Beckles & Co. Inc.
Audit Related Fees
The aggregate fees billed for professional services that are reasonably related to the performance of the audit or review of the Company’s financial statements but are not reported “Audit Fees” for the years ended December 31, 2025 and 2024 in the amounts of $0.00 and $0.00, respectively. All services performed by the Company’s Registered Public Accounting Firm, Beckles & Co. Inc. have been pre-approved by the Company’s Board of Directors.
All Other Fees
Other fees billed for products or services provided by the Company’s principal accountant during the years ended December 31, 2025 and 2024. There were no fees incurred to Beckles & Co. Inc. related to all other fees.
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PART IV
ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.
(a) Documents filed as part of this Report.
1. | Financial Statements. The Company’s Balance Sheets as of December 31, 2025 and 2024, the Statements of Operations for the years ended December 31, 2025 and 2024, the Statements of Changes in Stockholders’ Equity for the years ended December 31, 2025 and 2024, and the Statements of Cash Flows for the years ended December 31, 2025 and 2024, together with the notes thereto and the reports of Beckles & Co. Inc., as required by Item 8 are included in this 2025 Annual Report on Form 10-K as set forth in Item 8 above. |
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2. | Financial Statement Schedules. All financial statement schedules have been omitted since they are either not required or not applicable, or because the information required is included in the financial statements or the notes thereto. |
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3. | Exhibits. The following exhibits are either filed as a part hereof or are incorporated by reference. Exhibit numbers correspond to the numbering system in Item 601 of Regulation S-K. |
ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
(a) Exhibits
Exhibit No. |
| Description |
3.1 |
| Articles of Incorporation of the Company (Nevada), as amended (1) |
3.2 |
| Amended and Restated Bylaws of the Company (1) |
21.1 |
| Subsidiaries of the Registrant |
31.1 |
| Certification of Principal Executive Officer pursuant to Rule 13a-14(a) |
31.2 |
| Certification of Principal Financial Officer pursuant to Rule 13a-14(a) |
32.1 |
| Certification of Principal Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act |
32.2 |
| Certification of Principal Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act |
Exhibit Footnotes:
| (1) | Filed as exhibits to the Company’s Registration Statement on Form 10-12G originally filed with the Commission on July 26, 2024. |
| (2) | Filed as an exhibit to the Company’s Current Report on Form 8-K filed with the Commission on December 10, 2024. |
(b) Financial Statement Schedules
All financial statement schedules are omitted because the information called for is not required or is shown either in the financial statements or in the notes thereto.
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| BMP AI TECHNOLOGIES, INC. |
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Date: May 1, 2026 | By: | /s/ Vighnesh Dobale |
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| Name: | Vighnesh Dobale |
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| Title: | Chief Executive Officer |
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Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.
Date: May 1, 2026 | By: | /s/ Vighnesh Dobale |
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| Name: | Vighnesh Dobale |
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| Title: | Chief Executive Officer |
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| (Principal Executive Officer and Principal Financial and Accounting Officer) |
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BMP AI TECHNOLOGIES, INC.
Index to Financial Statements
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Report of Independent Registered Public Accounting Firm |
| F-2 |
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Financial Statements: |
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Balance Sheets as of December 31, 2025 and 2024 |
| F-3 |
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Statements of Operations for the years ended December 31, 2025 and 2024 |
| F-4 |
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Statement of Changes in Stockholders’ Equity for the years ended December 31, 2025 and 2024 |
| F-5 |
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Statements of Cash Flow for the years ended December 31, 2025 and 2024 |
| F-6 |
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Notes to Financial Statements |
| F-7 |
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Report of Independent Registered Public Accounting Firm
To the shareholders and the board of directors of BMP Technologies AI, Inc.
Opinion on the Financial Statements
We have audited the accompanying balance sheets of BMP Technologies AI, Inc as of December 31, 2025 and 2024, the related statements of operations, stockholders’ (deficit), and cash flows for the years then ended, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2025 and 2024, and the results of its operations and its cash flows for the years then ended, in conformity with accounting principles generally accepted in the United States.
Substantial Doubt about the Company’s Ability to Continue as a Going Concern
The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 2 to the financial statements, the Company has suffered recurring losses from operations and has a significant accumulated deficit. In addition, the Company continues to experience negative cash flows from operations. These factors raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plans in regard to these matters are also described in Note 2. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
Basis for Opinion
These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.
Our audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provides a reasonable basis for our opinion.
Critical Audit Matters
The critical audit matters communicated below are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole10, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.
No matters identified in the audit were considered to be critical audit matters.
/S/
Beckles & Co. Inc. (PCAOB ID
We have served as the Company’s auditor since 2024
May 1, 2026
400 Columbia Drive, Suite 101
West Palm Beach, FL 33409
Ph.561 689-4093
Fax: 954 827-0968
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BMP AI TECHNOLOGIES INC AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(Audited)
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ASSETS |
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Current assets |
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Cash |
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Total current assets |
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Other Assets |
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Intangible assets |
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Total assets |
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LIABILITIES AND STOCKHOLDERS' DEFICIT |
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Current liabilities |
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Accounts payable and accrued liabilities |
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Advances |
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Advances - Related party |
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Judgement payable |
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Notes payable - related party |
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Notes payable |
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Total current liabilities |
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Notes payable, net of debt discount |
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Total liabilities |
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Stockholders' deficit |
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Preferred stock, $ |
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December 31, 2025 and 2024, respectively |
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Class A Preferred stock, $ |
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December 31, 2025 and 2024, respectively |
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Class B Preferred stock, $ |
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December 31, 2025 and 2024, respectively |
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Common stock, $ |
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December 31, 2025 and 2024, respectively |
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Additional paid in capital |
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Accumulated deficit |
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Total stockholders' deficit |
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Total liabilities and stockholders' deficit |
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See accompanying notes to the audited consolidated financial statements
| F- 3 |
| Table of Contents |
BMP AI TECHNOLOGIES INC AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(Audited)
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| For the years ended |
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| December 31, 2025 |
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| December 31, 2024 |
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Revenue |
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Cost of goods sold |
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Gross profit |
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Operating expenses |
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General and administrative |
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Professional fees |
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Total operating expenses |
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Loss from operations |
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Other income (expenses) |
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Interest expense |
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Gain on conversion of debt |
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Loss on acquisition of intangible assets |
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Total other income (expenses) |
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Net loss before tax provision |
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Tax provision |
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Net income (loss ) |
| $ | ( | ) |
| $ |
| |
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Net income (loss) per common share - basic and diluted |
| $ | ( | ) |
| $ |
| |
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Weighted average number of common shares outstanding - basic and diluted |
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See accompanying notes to the audited consolidated financial statements
| F- 4 |
| Table of Contents |
BMP AI TECHNOLOGIES INC AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' DEFICIT
(Audited)
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| Total |
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| Class A Preferred Stock |
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| Class B Preferred Stock |
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| Common Stock |
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| Additional |
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| Accumulated |
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| Stockholders' |
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| Shares |
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| Amount |
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| Shares |
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| Amount |
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| Shares |
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| Amount |
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| Paid-in Capital |
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| Deficit |
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| Deficit |
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Balance, December 31, 2023 |
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| ( | ) |
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Return of shares issued for asset purchase agreement |
|
| ( | ) |
|
| ( | ) |
|
| - |
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| - |
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Shares issued for services |
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Net loss |
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| - |
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| - |
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| - |
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Balance, December 31, 2024 |
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| ( | ) |
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Conversion of Class A Preferred Stock to Common stock |
|
| ( | ) |
|
| ( | ) |
|
| - |
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| ( | ) |
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Common shares issued for cash |
|
| - |
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| - |
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Common shares issued to settle notes payable and interest |
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Conversion of Common stock to Class A Preferred Stock |
|
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| - |
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| ( | ) |
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| ( | ) |
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Shares issued for asset purchase agreement |
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Net loss |
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| - |
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| - |
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| - |
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| ( | ) |
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Balance, December 31, 2025 |
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See accompanying notes to the audited consolidated financial statements
| F- 5 |
| Table of Contents |
BMP AI TECHNOLOGIES INC AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Audited)
|
| For the years ended |
| |||||
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| December 31, 2025 |
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| December 31, 2024 |
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Cash Flows from Operating Activities |
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Net loss |
| $ | ( | ) |
| $ |
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Adjustments to reconcile net loss to net cash provided by operating activities: |
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Impairment of goodwill |
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Gain on settlement of notes payable and accrued liabilities |
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Allowance on note receivable |
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Changes in assets and liabilities |
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Accounts payable and accrued liabilities |
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Net cash used in operating activities |
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Cash Flows from Financing Activities: |
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| - |
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Common stock issued for cash |
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Proceeds from notes payable |
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Net cash used in financing activities |
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Net increase in cash |
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Cash, beginning of period |
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Cash, end of period |
| $ |
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Supplemental disclosure of cash flow information |
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Cash paid for interest |
| $ |
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| $ |
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Cash paid for taxes |
| $ |
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| $ |
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SUPPLEMENTARY DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES: |
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Shares issued to settle debt |
| $ |
|
| $ |
| ||
Shares issued to acquire intangible assets |
| $ |
|
| $ |
| ||
See accompanying notes to the audited consolidated financial statements
| F- 6 |
| Table of Contents |
BMP AI TECHNOLOGIES INC AND SUBSIDIARIES
(FKA NEURALBASE AI LTD)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2025
NOTE 1 – NATURE OF BUSINESS AND OPERATIONS
Organization
NEURALBASE AI LTD. AND SUBSIDIARIES (formerly known as Viratech Corp, Imperia Entertainment, Soleil Film and Television, Inc. Ameridream Entertainment, Inc. and Mc Smoothie’s, Inc. (the Company) was incorporated under the laws of the state of California as Acquisition Solutions on March 21, 2000. It became a Nevada corporation on July 18, 2006.
On March 7, 2023, the Company received notice of resignation from Mr. Henry Chang Manayan (“Mr. Manayan”) sole-officer and director of the Company (the “Resignation”), Mr. Manayan stated that his resignation was not the result of any disagreements between himself and the Company relating to the Company’s operations, policies, or practices. Effective immediately upon the resignation of Mr. Manayan, the Company appointed Mr. Charandeep Gopishetty (“Mr. Gopishetty”) to serve as President, Chief Executive Officer, Treasurer, Chief Financial Officer, and Director of the Company to serve until the next annual meeting of the Company or until his respective successor is duly appointed. Mr. Gopishetty accepted the appointments, effective as of March 7, 2023.
On May 16, 2024, the Company, Gopishetty, and Blackwell entered an Unwind Agreement and Mutual Release (the “Unwind Agreement”), for the purpose of unwinding, and rendering void, the Purchase Agreement (“Original APA”) executed by and between the Company, Gopishetty, and Blackwell. The Parties have mutually and voluntarily agreed to unwind the transaction contemplated by the Original APA. Accordingly, the Company shall return all the Assets acquired pursuant to the terms and conditions of the Original APA once Gopishetty has cancelled, and returned to the Company’s treasury, the
Concurrently with the execution of the Unwind Agreement, on May 16, 2024, the Company entered into an Asset Purchase Agreement (“Purchase Agreement”), with Mr. Frank Gomez and Grupo FG SAS, which is the alter-ego of Mr. Gomez (the “Seller”). Grupo FG SAS does not currently conduct any business and was formed specifically to hold various proprietary Artificial Intelligence (“AI”) assets relating to that certain technology known as “Multidoc AI”. Multidoc AI is an artificial intelligence system that allows businesses and organizations to create their own AI assistants capable of resolving queries by extracting information from the universe of documents within the client company itself. Multidoc AI allows organizations to manage their own digital, scanned, or handwritten documents and when a queried, Multidoc AI not only resolves the request but also indicates from which paragraphs and documents it extracted the information to corroborate the answer accuracy (collectively, all assets held by Grupo FG and all related proprietary and non-proprietary technology, know-how, and all other facets of Seller’s operations are referred to as the “Acquired Assets”). The Company acquired the Acquired Assets in exchange for
On May 16, 2024, and in connection with the aforementioned Unwind Agreement, Charandeep Gopishetty resigned as Sole-Officer and Director of the Company. The resignations were not the result of any disagreement with the Company on any matter relating to the Company’s operations, policies, or practices.
Effective immediately upon the foregoing resignation, the Corporation appointed Mr. Frank Gomez (“Mr. Gomez”) to serve as Sole-Officer and Director of the Corporation to serve until the next annual meeting of the Corporation or until his respective successor is duly appointed. Mr. Gomez accepted the appointments dated even herewith (the “Appointment Date”).
| F- 7 |
| Table of Contents |
NOTE 2 – GOING CONCERN
The accompanying financial statements have been prepared in US dollars and in accordance with accounting principles generally accepted in the United States (“GAAP”) on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities and commitments in the normal course of business. During the year ended December 31, 2025, the Company incurred net loss from operations of $
We are entirely dependent on our ability to attract and receive funding from either the sale of securities or outside sources such as private investment or a strategic partner. We currently have no firm agreements or arrangements with respect to any such financing and there can be no assurance that any needed funds will be available to us on acceptable terms or at all. The inability to obtain sufficient funding of our operations in the future will restrict our ability to grow and reduce our ability to continue to conduct business operations. Our failure to raise additional funds will adversely affect our business, and may require us to suspend our operations, which in turn may result in a loss to the purchasers of our common stock. If we are unable to obtain necessary financing, we will likely be required to curtail our development plans. Any additional equity financing may involve substantial dilution to our then existing stockholders.
NOTE 3 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Principles of consolidation
The consolidated financial statements include the accounts of Viratech, Corp. and its wholly owned subsidiaries Cambridge Golf, LLC, Body Symphony, LLC, and Medori, LLC. All significant inter-company transactions and balances have been eliminated.
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 revenue and expenses during the reporting period. Actual results could differ significantly from those estimates.
Cash and Cash Equivalents
For purposes of the statement of cash flows, the Company considers all highly liquid debt instruments purchased with a maturity of three months or less to be cash equivalents to the extent the funds are not being held for investment purposes.
Intangible assets
The Company follows Financial Accounting Standard Board’s (FASB) Codification Topic 350-10 (“ASC 350-10”), “Intangibles – Goodwill and Other”. According to this statement, intangible assets with indefinite lives are no longer subject to amortization, but rather an annual assessment of impairment by applying a fair-value based test. Under ASC 350-10, the carrying value of assets are calculated at the lowest level for which there are identifiable cash flows.
Stock-based compensation
The Company follows ASC 718-10, “Stock Compensation”, which addresses the accounting for transactions in which an entity exchanges its equity instruments for goods or services, with a primary focus on transactions in which an entity obtains employee services in share-based payment transactions. ASC 718-10 is a revision to SFAS No. 123, “Accounting for Stock-Based Compensation,” and supersedes Accounting Principles Board (“APB”) Opinion No. 25, “Accounting for Stock Issued to Employees,” and its related implementation guidance. ASC 718-10 requires measurement of the cost of employee services received in exchange for an award of equity instruments based on the grant-date fair value of the award (with limited exceptions). Incremental compensation costs arising from subsequent modifications of awards after the grant date must be recognized.
| F- 8 |
| Table of Contents |
Income Taxes
The Company’s calculation of its tax liabilities involves dealing with uncertainties in the application of complex tax laws and regulations in various taxing jurisdictions. The Company recognizes tax liabilities for uncertain tax positions based on management’s estimate of whether it is more likely than not that additional taxes will be required. The Company had no uncertain tax positions as of December 31, 2025 and 2024.
Deferred income taxes are recognized in the consolidated financial statements for the tax consequences in future years of differences between the tax basis of assets and liabilities and their financial reporting amounts based on enacted tax laws and statutory tax rates. Temporary differences arise from net operating losses, differences in depreciation methods of archived images, and property and equipment, stock-based and other compensation, and other accrued expenses. A valuation allowance is established when it is determined that it is more likely than not that some or all of the deferred tax assets will not be realized.
The application of tax laws and regulations is subject to legal and factual interpretation, judgment and uncertainty. Tax laws and regulations themselves are subject to change as a result of changes in fiscal policy, changes in legislation, the evolution of regulations and court rulings. Therefore, the actual liability for U.S., or the various state jurisdictions, may be materially different from management’s estimates, which could result in the need to record additional tax liabilities or potentially reverse previously recorded tax liabilities. Interest and penalties are included in tax expense.
The Company includes interest and penalties arising from the underpayment of income taxes in the statements of operation in the provision for income taxes. As of December 31, 2025 and 2024, the Company had no accrued interest or penalties related to uncertain tax positions.
Concentration of Credit Risk
The Company has no off-balance-sheet concentrations of credit risk such as foreign exchange contracts, options contracts or other foreign hedging arrangements. The Company maintains all of its cash balances with two financial institutions in the form of demand deposits.
Loss per Share
The Company follows ASC Topic 260 to account for the earnings per share. Basic earnings per common share (“EPS”) calculations are determined by dividing net income by the weighted average number of shares of common stock outstanding during the year. Diluted earnings per common share calculations are determined by dividing net income by the weighted average number of common shares and dilutive common share equivalents outstanding. During periods when common stock equivalents, if any, are anti-dilutive they are not considered in the computation.
Revenue Recognition
The Company recognizes revenue from its contracts with customers in accordance with ASC 606 – Revenue from Contracts with Customers. The Company recognizes revenues when satisfying the performance obligation of the associated contract that reflects the consideration expected to be received based on the terms of the contract.
Revenue related to contracts with customers is evaluated utilizing the following steps: (i) Identify the contract, or contracts, with a customer; (ii) Identify the performance obligations in the contract; (iii) Determine the transaction price; (iv) Allocate the transaction price to the performance obligations in the contract; (v) Recognize revenue when the Company satisfies a performance obligation.
Fair Value of Financial Instruments
The Company measures fair value in accordance with ASC 820 - Fair Value Measurements. ASC 820 defines fair value and establishes a three-level valuation hierarchy for disclosures of fair value measurements. ASC 820 establishes a framework for measuring fair value in generally accepted accounting principles, and expands disclosures about fair value measurements. To increase consistency and comparability in fair value measurements and related disclosures, ASC 820 establishes a fair value hierarchy which prioritizes the inputs to valuation techniques used to measure fair value into three (3) broad levels. The fair value hierarchy gives the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. The three (3) levels of fair value hierarchy defined by ASC 820 are:
| F- 9 |
| Table of Contents |
Level 1 - Inputs are unadjusted, quoted prices in active markets for identical assets or liabilities at the measurement date.
Level 2 - Inputs (other than quoted market prices included in Level 1) are either directly or indirectly observable for the asset or liability through correlation with market data at the measurement date and for the duration of the instrument’s anticipated life.
Level 3 - Inputs reflect management’s best estimate of what market participants would use in pricing the asset or liability at the measurement date. Consideration is given to the risk inherent in the valuation technique and the risk inherent in the inputs to the model. Valuation of instruments includes unobservable inputs to the valuation methodology that are significant to the measurement of fair value of assets or liabilities.
As defined by ASC 820, the fair value of a financial instrument is the amount at which the instrument could be exchanged in a current transaction between willing parties, other than in a forced or liquidation sale, which was further clarified as the price that would be received to sell an asset or paid to transfer a liability (“an exit price”) in an orderly transaction between market participants at the measurement date
The reported fair values for financial instruments that use Level 2 and Level 3 inputs to determine fair value are based on a variety of factors and assumptions. Accordingly, certain fair values may not represent actual values of the Company’s financial instruments that could have been realized as of December 31, 2025 and 2024 or that will be recognized in the future, and do not include expenses that could be incurred in an actual settlement. The carrying amounts of the Company’s financial assets and liabilities, such as cash, accounts receivable, receivables from related parties, prepaid expenses and other, accounts payable, accrued liabilities, and related party and third-party notes payables approximate fair value due to their relatively short maturities. The Company’s notes payable approximates the fair value of such instrument based upon management’s best estimate of terms that would be available to the Company for similar financial arrangements at December 31, 2025 and 2024.
Recent Accounting Pronouncements
In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures. The amendments in this ASU require disclosures, on an annual and interim basis, of significant segment expenses that are regularly provided to the chief operating decision maker (“CODM”), as well as the aggregate amount of other segment items included in the reported measure of segment profit or loss. This ASU requires that a public entity disclose the title and position of the CODM and an explanation of how the CODM uses the reported measure(s) of segment profit or loss in assessing segment performance and deciding how to allocate resources. This ASU is effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years, with early adoption permitted. The amendments in this ASU should be applied retrospectively to all prior periods presented in the financial statements. The Company adopted the ASU and determined that its adoption did not have a material impact on the Company’s consolidated financial statements and related disclosures. As defined in the ASU, operating segments are components of an enterprise about which discrete financial information is regularly provided to the CODM in making decisions on how to allocate resources and assess performance for the organization. The Company operates and manages its business as one reportable and operating segment. The Company’s CODM is the Chief Executive Officer. The Company’s CODM reviews consolidated operating results to make decisions about allocating resources and assessing performance for the entire Company.
The Company does not believe that other standards, which have been issued but are not yet effective, will have a significant impact on its financial statements.
| F- 10 |
| Table of Contents |
NOTE 4 – ASSET PURCHASE AGREEMENT
On May 19, 2023, the Company entered into an Asset Purchase Agreement pursuant to which the Company acquired various proprietary assets and intellectual property for
The Company evaluated the Asset Purchase Agreement in accordance with ASC 805 – Business Combinations which notes the threshold requirements of a business combination that includes the expanded definition of a “business” and defines elements that are to be present to be determined whether an acquisition of a business occurred. No “activities” of the acquiree were acquired. Instead, the Company obtained control of a set of inputs (the acquired assets). Thus, the Company determined agreement is an acquisition of assets, not an acquisition of a business in accordance with ASC 805. Management evaluated the assets and determined the value to $
NOTE 5 – NOTES PAYABLE
Promissory notes payable as of December 31, 2025 and 2024 consists of the following:
December 31, 2025 |
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The Company has issued various promissory notes amounting to $
The Company received approval from the U.S. Small Business Administration to fund the Company’s request for a loan under the SBA’s Economic Injury Disaster Loan Program (EDIL loan). In connection with the EDIL Loan, the Company has entered into the promissory note in principal amount of $
| F- 11 |
| Table of Contents |
During the year ended December 31, 2025, the Company issued various promissory notes amounting to $
During the year ended December 31, 2025 and 2024, the Company recorded interest expense of $
NOTE 6 – RELATED PARTY TRANSACTIONS
The Company has issued a promissory note amounting to $
As of December 31, 2025 and 2024, the Company had advances due to related parties of $
NOTE 7 – COMMITMENTS AND CONTINGENCIES
From time to time, the Company may become involved in various lawsuits and legal proceedings, which arise in the ordinary course of business. Litigation is subject to inherent uncertainties, and an adverse result in these or other matters may arise from time to time that may harm business. Management is currently not aware of any such legal proceedings or claims that could have, individually or in the aggregate, a material adverse effect on our business, financial condition, or operating results.
NOTE 8 – STOCKHOLDERS’ EQUITY
As of December 31, 2025 and 2024, the Company had
As of December 31, 2025 and 2024, the Company had
As of December 31, 2025 and 2024, the Company had
On January 24, 2025, a shareholder converted
During the year ended December 31, 2025, the Company sold
On May 19, 2023, the Company entered into an Asset Purchase Agreement pursuant to which the Company acquired various proprietary assets and intellectual property for
On August 7, 2025, a shareholder agreed to return and cancel
On August 12, 2025, the noteholder agreed to settle three notes and accrued interest dated May 4, 2023, June 30, 2023, and August 9, 2023 amounting to $
NOTE 9 – SUBSEQUENT EVENTS
In accordance with ASC Topic 855-10, the Company has analyzed its operations subsequent to December 31, 2025 to the date these financial statements were available to be issued and has determined that it does not have any material subsequent events to disclose in these financial statements.
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