NBBI Q3 2025: Loss widens, liquidity tight, control weaknesses
BMP AI Technologies Inc. (NBBI) filed its Q3 2025 10-Q, reporting no revenue and a quarterly net loss of $89,134. Operating expenses rose to $85,120 from $17,505 a year ago, driven mainly by higher professional fees. For the nine months, the company posted a net loss of $243,801 with $228,241 in operating expenses and $18,725 in interest expense.
The balance sheet remains constrained: total assets were $50,000 (intangible assets) against total liabilities of $786,964, resulting in a stockholders’ deficit of $736,964. Current liabilities were $740,964, producing a working capital deficit of the same amount and management disclosed substantial doubt about continuing as a going concern. Financing activity included $145,900 raised from issuing 14,590,000 common shares and settling $19,934 of notes via 1,993,400 shares. As of November 12, 2025, common shares outstanding were 51,783,583. The company holds a $46,000 SBA EIDL loan at 3.75% maturing in 2052 and reported material weaknesses in internal control over financial reporting.
Positive
- None.
Negative
- Going concern: management cites substantial doubt about continuing operations
- Liquidity strain: $0 cash, $740,964 working capital deficit, and $786,964 liabilities
Insights
No revenue, losses, and going concern highlight financial strain.
BMP AI Technologies reported zero revenue and a net loss of $89,134 for Q3 2025, reflecting increased operating costs. For the nine months, losses reached $243,801, while total assets were just $50,000 (intangible) against total liabilities of $786,964, producing a stockholders’ deficit of $736,964.
The filing explicitly states substantial doubt about the ability to continue as a going concern. Liquidity is tight with current liabilities of $740,964 and no cash, offset partly by capital raises of $145,900 and debt settlements using equity.
Debt includes a $46,000 SBA EIDL at 3.75% (maturing 2052) and various demand notes. Material weaknesses in disclosure controls and internal control persist. Subsequent filings may detail any new financings or revenue progress.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
(Mark One)
| QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the Quarterly Period Ended:
OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the Transition Period From ____________ to ____________.
(Exact name of registrant as specified in its charter) |
|
| N/A | ||
(State or other jurisdiction of Incorporation) |
| (Commission File Number) |
| (IRS Employer Identification No.) |
(Address of principal executive offices, including zip code.)
(
(Telephone number, including area code)
Securities registered under Section 12(b) of the Act: None
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 (§232.405 of this chapter) 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.
Large accelerated filer | ☐ | Accelerated filer | ☐ |
☐ | Smaller reporting company | ||
|
| Emerging growth company |
If an emerging growth company, indicate by check mark if the Company has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes
As of November 12, 2025, the registrant had
BMP AI TECHNOLOGIES INC.
(FKA NEURALBASE AI LTD)
FORM 10-Q
Index
PART I. FINANCIAL INFORMATION |
| |
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|
Item 1. | Condensed Financial Statements. | 4 |
| CONDENSED CONSOLIDATED BALANCE SHEETS | 4 |
| CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED) | 5 |
| CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) | 7 |
| CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS’ EQUITY (UNAUDITED) | 6 |
| NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) | 8 |
Item 2. | Management’s Discussion and Analysis of Financial Conditions and Results of Operations. | 15 |
Item 3. | Quantitative and Qualitative Disclosures about Market Risk. | 17 |
Item 4. | Controls and Procedures. | 17 |
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PART II. OTHER INFORMATION |
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Item 1. | Legal Proceedings. | 19 |
Item 1A. | Risk Factors. | 19 |
Item 2. | Unregistered Sales of Equity Securities and Use of Proceeds. | 19 |
Item 3. | Defaults Upon Senior Securities. | 19 |
Item 4. | Mine Safety Disclosures. | 19 |
Item 5. | Other Information. | 19 |
Item 6. | Exhibits. | 20 |
| 2 |
| Table of Contents |
SPECIAL NOTE REGARDING FORWARD-LOOKING INFORMATION
This quarterly report on Form 10-Q and other publicly available documents, including the documents incorporated herein by reference, contain, and our officers and representatives may from time to time make, “forward-looking” statements within the meaning of the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995. Forward-looking statements can be identified by words such as: “anticipate,” “believe,” “expect,” “future,” “likely,” “may,” “plan,” “seek,” “will” and similar references to future periods actions or results. Examples of forward-looking statements include our prospects for one or more future material transactions, potential sources of financing, and expenses for future periods.
Forward-looking statements are neither historical facts nor assurances of future performance. Instead, they are based only on our current beliefs, expectations and assumptions regarding the future of our business, future plans and strategies, projections, anticipated events and trends, the economy and other future conditions. Because forward-looking statements relate to the future, they are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict and many of which are outside of our control. Our actual results and financial condition may differ materially from those indicated in the forward-looking statements. Therefore, you should not rely on any of these forward-looking statements.
Any forward-looking statement made by us in this quarterly report on Form 10-Q is based only on information currently available to us and speaks only as of the date on which it is made. We undertake no obligation to publicly update any forward-looking statement, whether written or oral, that may be made from time to time, whether as a result of new information, future developments or otherwise.
Factors that could cause or contribute to such differences may include, but are not limited to, those described under the heading “Risk Factors” which may be included in the Company’s Registration Statement on Form 10 as previously filed with the Securities and Exchange Commission. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this report. The Company undertakes no obligation to revise any forward-looking statements in order to reflect events or circumstances that may subsequently arise. Readers are urged to carefully review and consider the various disclosures made by the Company in this report and in the Company’s other reports filed with the Commission that advise interested parties of the risks and factors that may affect the Company’s business.
| 3 |
| Table of Contents |
PART I. FINANCIAL INFORMATION
Item 1. Condensed Financial Statements.
BMP AI TECHNOLOGIES INC. AND SUBSIDIARIES
(FKA NEURALBASE AI LTD.)
CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited)
|
| September 30, 2025 |
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| December 31, 2024 |
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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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Class A Preferred stock, $ |
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Class B Preferred stock, $ |
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Common stock, $ |
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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 condensed consolidated financial statements
| 4 |
| Table of Contents |
BMP AI TECHNOLOGIES INC. AND SUBSIDIARIES
(FKA NEURALBASE AI LTD.)
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
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| For the three months ended |
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| For the nine months ended |
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|
| September 30, 2025 |
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| September 30, 2024 |
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| September 30, 2025 |
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| September 30, 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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| $ |
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Net income (loss) per common share - basic and diluted |
| $ | ( | ) |
| $ |
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| $ | ( | ) |
| $ |
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Weighted average number of common shares outstanding - basic and diluted |
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See accompanying notes to the condensed consolidated financial statements
| 5 |
| Table of Contents |
BMP AI TECHNOLOGIES INC. AND SUBSIDIARIES
(FKA NEURALBASE AI LTD.)
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' DEFICIT
(Unaudited)
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| Class A |
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| Class B |
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| Additional |
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| Total |
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| Preferred Stock |
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| Preferred Stock |
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| Common Stock |
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| Paid-in |
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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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| Capital |
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| Deficit |
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| Deficit |
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Balance, December 31, 2024 |
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Conversion of Class A Preferred Stock to Common stock |
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| - |
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Net loss |
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| - |
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| - |
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| - |
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Balance, March 31, 2025 |
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Common shares issued for cash |
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| - |
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| - |
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Net loss |
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| - |
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| - |
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| - |
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Balance, June 30, 2025 |
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| ( | ) |
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| ( | ) | |||||||
Common shares issued for cash |
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| - |
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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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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, September 30, 2025 |
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| Class A |
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| Class B |
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| Additional |
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| Total |
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| Preferred Stock |
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| Preferred Stock |
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| Common Stock |
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| Paid-in |
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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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| 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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| - |
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| - |
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Balance, March 31, 2024 |
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Return of shares issued for asset purchase agreement |
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| - |
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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, June 30, 2024 |
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| ( | ) | |||||||
Net loss |
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| - |
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| - |
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| - |
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Balance, September 30, 2024 |
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| ( | ) |
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| ( | ) | |||||||
See accompanying notes to the condensed consolidated financial statements
| 6 |
| Table of Contents |
BMP AI TECHNOLOGIES INC. AND SUBSIDIARIES
(FKA NEURALBASE AI LTD.)
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
|
| For the nine months ended |
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| September 30, 2025 |
|
| September 30, 2024 |
| ||
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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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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| $ |
| ||
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Supplemental disclosure of cash flow information |
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Cash paid for interest |
| $ |
|
| $ |
| ||
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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See accompanying notes to the condensed consolidated financial statements
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BMP AI TECHNOLOGIES INC
(FKA NEURALBASE AI LTD)
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2025
NOTE 1 – NATURE OF BUSINESS AND OPERATIONS
Organization
BMP AI Technologies Inc. and subsidiaries (formerly known as NEURALBASE AI LTD) (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.
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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”).
NOTE 2 – GOING CONCERN
The accompanying condensed consolidated 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 nine months ended September 30, 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 six 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.
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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:
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 September 30, 2025 and December 31, 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 September 30, 2025 and December 31, 2024.
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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.
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 $
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NOTE 5 –PROMISSORY NOTES
Promissory notes payable as of September 30, 2025 and December 31, 2024 consists of the following:
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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 $
During the nine months ended September 30, 2025, the Company issued various promissory notes amounting to $
During the nine months ended September 30, 2025 and 2024, the Company recorded interest expense of $
NOTE 6 – RELATED PARTY TRANSACTIONS
The Company has issued a promissory note amounting to $
During the nine months ended September 30, 2025 and 2024, the Company recorded interest expense of $
As of September 30, 2025 and December 31, 2024, the Company had advances due to related parties of $
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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’ DEFICIT
As of September 30, 2025 and December 31, 2024, the Company had
As of September 30, 2025 and December 31, 2024, the Company had
As of September 30, 2025 and December 31, 2024, the Company had
On January 24, 2025, a shareholder converted
During the nine months ended September 30, 2025, the Company sold
On May 19, 2025, 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 September 30, 2025 to November 12, 2025 and has determined that it does not have any material subsequent events to disclose in these financial statements.
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Item 2. Management’s Discussion and Analysis of Financial Conditions and Results of Operations.
FORWARD-LOOKING STATEMENTS
The following discussion may contain forward-looking statements regarding the Company, its business prospects and its results of operations that are subject to certain risks and uncertainties posed by many factors and events that could cause the Company’s actual business, prospects and results of operations to differ materially from those that may be anticipated by such forward-looking statements. These forward-looking statements reflect our view only as of the date of this report. The Company cannot guarantee future results, levels of activity, performance, or achievement. The Company does not undertake any obligation to update or correct any forward-looking statements.
Results of Operations for the three months ended September 30, 2025 and 2024
Revenues
We earned no revenues for three ended September 30, 2025 or 2024.
Operating Expenses
We incurred $85,120 in operating expenses for the three months ended September 30, 2025, as compared with $17,505 in the three months ended September 30, 2024. The increase in operating expenses is the result of the increase in professional fees during the three months ended September 30, 2025. We expect our operating expenses will increase in future years as a result of the costs associated with the increased operating activity under our business model.
Other Income/Expenses
We had other expenses of $4,014 for the three months ended September 30, 2025, compared to other income of $2,087,509 for the three months ended September 30, 2024. The increase in other expenses was the result of interest expense incurred on additional debt incurred during the period netted against a gain conversion of debt of $2,092,457 in 2024.
Net Loss
We recorded a net loss of $89,134 for the three months ended September 30, 2025, compared to a net income $2,070,004 for the three months ended September 30, 2024. The decrease in net loss was associated with the factors discussed above.
Results of Operations for the nine months ended September 30, 2025 and 2024
Revenues
We earned no revenues for nine months ended September 30, 2025 or 2024.
Operating Expenses
We incurred $228,241 in operating expenses for the nine months ended September 30, 2025, as compared with $57,260 in the nine months ended September 30, 2024. The increase in operating expenses is the result of the increase in stock-based compensation during the nine months ended September 30, 2025. We expect our operating expenses will increase in future years as a result of the costs associated with the increased operating activity under our business model.
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Other Income/Expenses
We had other expenses of $15,560 for the nine months ended September 30, 2025, compared to other income of $1,360,033 for the nine months ended September 30, 2024. The increase in other expenses was the result of interest expense incurred on additional debt incurred during the period netted against a gain conversion of debt of $2,092,457 in 2024.
Net Loss
We recorded a net loss of $243,801 for the nine months ended September 30, 2025, compared to a net loss $1,302,773 for the nine months ended September 30, 2024. The decrease in net loss was associated with the factors discussed above.
Liquidity and Capital Resources
Our financing objective is to maintain financial flexibility to meet the material, equipment and personnel needs to support our project commitments, and pursue our expansion and diversification objectives.
As of September 30, 2025, we had total current assets of $0 and total current liabilities of $740,964. We had a working capital deficit of $740,964 as of September 30, 2025.
Net cash used by operating activities was $240,466 for the nine months ended September 30, 2025, as compared with $57,345 cash used for the nine months ended September 30, 2024. Our negative operating cash flow for both periods was our net losses, as adjusted to reconcile net loss to net cash provided by operating activities.
Financing activities provided $240,466 in cash for the nine months ended September 30, 2025, as compared with $57,345 for the nine months ended September 30, 2024. Our positive financing cash flow for 2025 and 2024 mainly consisted of proceeds from notes.
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Item 3. Quantitative and Qualitative Disclosures about Market Risk
As a smaller reporting company, we are not required to provide the information required by this Item.
ITEM 4. CONTROLS AND PROCEDURES
Management’s Responsibility for Controls and Procedures
The Company’s management is responsible for establishing and maintaining adequate internal control over the Company’s financial reporting. The Company’s controls over financial reporting are designed under the supervision of the Company’s Principal Executive Officer and Principal Financial Officer to ensure that information required to be disclosed by the Company in the reports that the Company files or submits under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), is accumulated and communicated to the Company’s management, including the Company’s principal executive officer and principal financial officer, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.
Evaluation of Disclosure Controls and Procedures
Under the supervision and with the participation of our Principal Executive Officer and Chief Financial Officer, the Company conducted an evaluation of the effectiveness of the design and operation of its disclosure controls and procedures, as such term is defined under Rule 13a-15(e) promulgated under the Exchange Act, as of September 30, 2025. Based on this evaluation, management concluded that our financial disclosure controls and procedures were not effective so as to timely record, process, summarize and report financial information required to be included on our SEC reports due to the Company’s limited internal resources and lack of ability to have multiple levels of transaction review. However, as a result of our evaluation and review process, management believes that the financial statements and other information presented herewith are materially correct.
Internal Control Over Financial Reporting
As of September 30, 2025, under the supervision and with the participation of our management, we conducted an evaluation of the effectiveness of the design and operations of our internal control over financial reporting, as defined in Rules 13a-15(f) or 15d-15(f) promulgated under the Securities Exchange Act of 1934 and based on the criteria for effective internal control described in Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (as revised). Based on our evaluation, management concluded that our internal control over financial reporting was not effective so as to timely record, process, summarize and report financial information required to be included on our Securities and Exchange Commission (“SEC”) reports due to the Company’s limited internal resources and lack of ability to have multiple levels of transaction review. However, as a result of our evaluation and review process, management believes that the financial statements and other information presented herewith are materially correct.
The management including its Principal Executive Officer/Principal Financial Officer, does not expect that its disclosure controls and procedures, or its internal controls over financial reporting will prevent all error and all fraud. A control system no matter how well conceived and operated, can provide only reasonable not absolute assurance that the objectives of the control system are met. Further, the design of the control system must reflect the fact that there are resource constraints, and the benefit of controls must be considered relative to their costs.
Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the Company have been detected.
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The Company has limited resources and as a result, a material weakness in financial reporting currently exists, because of our limited resources and personnel, including those described below.
* | The Company has an insufficient quantity of dedicated resources and experienced personnel involved in reviewing and designing internal controls. As a result, a material misstatement of the interim and annual financial statements could occur and not be prevented or detected on a timely basis. |
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* | We have not achieved the optimal level of segregation of duties relative to key financial reporting functions. |
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* | We do not have an audit committee or an independent audit committee financial expert. While not being legally obligated to have an audit committee or independent audit committee financial expert, it is management’s view that to have an audit committee, comprised of independent board members, and an independent audit committee financial expert is an important entity-level control over the Company’s financial statements. |
A material weakness is a deficiency (within the meaning of the Public Company Accounting Oversight Board (PCAOB) auditing standard 5) or combination of deficiencies in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of the Company’s annual or interim financial statements will not be prevented or detected on a timely basis. Management has determined that a material weakness exists due to a lack of segregation of duties, resulting from the Company’s limited resources and personnel.
Remediation Efforts to Address Deficiencies in Internal Control Over Financial Reporting
As a result of these findings, management, upon obtaining sufficient capital and operations, intends to take practical, cost-effective steps in implementing internal controls, including the possible remedial measures set forth below. As of September 30, 2025, we did not have sufficient capital and/or operations to implement any of the remedial measures described below.
* | Assessing the current duties of existing personnel and consultants, assigning additional duties to existing personnel and consultants, and, in a cost effective manner, potentially hiring additional personnel to assist with the preparation of the Company’s financial statements to allow for proper segregation of duties, as well as additional resources for control documentation. |
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* | Assessing the duties of the existing officers of the Company and, in a cost effective manner, possibly promote or hire additional personnel to diversify duties and responsibilities of such executive officers. |
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* | Board to review and make recommendations to shareholders concerning the composition of the Board of Directors, with particular focus on issues of independence. The Board of Directors will consider nominating an audit committee and audit committee financial expert, which may or may not consist of independent members. |
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* | Interviewing and potentially hiring outside consultants that are experts in designing internal controls over financial reporting based on criteria established in Internal Control Integrated Framework issued by Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) (as revised). |
(b) Change in Internal Control Over Financial Reporting
The Company has not made any change in our internal control over financial reporting during the period ended September 30, 2025.
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PART II. OTHER INFORMATION
Item 1. Legal Proceedings.
We are not party to any material legal proceedings. From time to time, we may be involved in legal proceedings or subject to claims incident to the ordinary course of business. The outcome of litigation is inherently uncertain, and there can be no assurances that favorable outcomes will be obtained. In addition, regardless of the outcome, such proceedings or claims can have an adverse impact on us, which may be material because of defense and settlement costs, diversion of resources and other factors.
Item 1A. Risk Factors.
The risks described under the heading “Risk Factors” in our Factors that could cause or contribute to such differences may include, but are not limited to, those described under the heading “Risk Factors” which are included in the Company’s Registration Statement on Form 10, as amended, which was previously filed with the Securities and Exchange Commission. The risks and uncertainties described therein are not the only ones we face. Additional risks and uncertainties that we are unaware of or that we currently deem immaterial may also become important factors that adversely affect our business.
You should carefully read and consider such risks, together with all of the other information in our Registration Statement on Form 10 and in this Quarterly Report on Form 10-Q (including the disclosures in the section titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and in our condensed consolidated financial statements and related notes), and in the other documents that we file with the SEC.
There have been no material changes from the risk factors previously disclosed under the heading “Risk Factors” in our Registration Statement on Form 10, as amended.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.
(a) During the quarter ended September 30, 2025, there were no unregistered sales of our securities that were not reported in a Current Report on Form 8-K, if any.
(b) Not applicable.
(c) None.
Item 3. Defaults Upon Senior Securities.
None.
Item 4. Mine Safety Disclosures.
Not Applicable.
Item 5. Other Information.
None
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ITEM 6 - EXHIBITS
Exhibit No. |
| Document Description |
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3.1 |
| Amended and Restated Articles of Incorporation(1) |
3.2 |
| Certificate of Amendment filed with the Nevada Secretary of State (2) |
3.3 |
| Certificate of Change Pursuant to NRS 78.209 citing Reverse Stock Split (2) |
3.3 |
| Bylaws(1) |
31.1 |
| Certification of Chief Executive Officer and Chief Financial Officer |
32.1 |
| Certifications of Chief Executive Officer and Chief Financial Officer |
101.INS |
| Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document) |
101.SCH |
| Inline XBRL Taxonomy Extension Schema Document |
101.CAL |
| Inline XBRL Taxonomy Extension Calculation Linkbase Document |
101.DEF |
| Inline XBRL Taxonomy Extension Definition Linkbase Document |
101.LAB |
| Inline XBRL Taxonomy Extension Labels Linkbase Document |
101.PRE |
| Inline XBRL Taxonomy Extension Presentation Linkbase Document |
104 |
| Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) |
______________
(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 August 16, 2024
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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: November 14, 2025 | By: | /s/ Vighnesh Dobale |
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| Name: | Vighnesh Dobale |
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| Title: | Chief Executive Officer & Chief Financial Officer |
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