BMPA 10-K & 10-Q changes, risk factors and insider trading
BMP AI Technologies, Inc. · OTC · Services-Motion Picture & Video Tape Production · CIK 1130781 · All filings on SEC.gov
At a glance
What changed in the latest 10-K
Risk Factors
New heading “Our Chief Executive Officer is our sole officer and director, and the loss of his services could adversely affect our business.”
New heading “Our platform incorporates complex software and may contain errors or security vulnerabilities.”
New heading “We rely on intellectual property acquired from third parties and may face challenges protecting or enforcing those rights.”
Removed heading “RISKS RELATED TO THE OFFERING”
Removed heading “Investing in the Company is a highly speculative investment and could result in the loss of your entire investment.”
Removed heading “The offering price of the offered securities has been arbitrarily determined by the Company and such offering price should not be used by an investor as an indicator of the fair market value of the offered securities.”
Removed heading “As there is no minimum for our offering, if only a few persons purchase shares, they could lose their investment.”
Removed heading “The Company’s management has full discretion in allocating net proceeds from the Offering.”
Removed heading “There is no firm commitment underwriting for the Offering.”
Removed heading “Our current president and chief executive officer may have other business interests.”
Removed heading “We have requirements for and there is an uncertainty of access to additional capital.”
Removed heading “We have no cash flow from operations and depend on equity financing and shareholder loans for our operations.”
Removed heading “Our international operations subject us to additional risks that may harm our operating results.”
Removed heading “Compliance with Anti-Money Laundering Rules and Regulations”
Removed heading “FCPA Considerations”
Removed heading “RISKS RELATED TO OUR BUSINESS AND INDUSTRY”
Removed heading “Risks Related to Our Business”
Removed heading “If a market for our Multidoc.ai platform fails to grow as we expect, or if businesses fail to adopt our Multidoc.ai platform, our business, operating results, and financial condition could be adversely affected.”
Removed heading “If we fail to respond to rapid technological changes, extend our Multidoc.ai platform, or develop new features and functionality, our ability to remain competitive could be impaired.”
Removed heading “We need continual development of our platform to adapt to rapidly changing technology and consumer demands.”
Removed heading “Our software is highly complex and may contain undetected errors.”
Removed heading “We are subject to the terms of open-source licenses because our platform incorporates open-source software.”
Removed heading “Further expansion into markets outside of the United States is important to the growth of our business but will subject us to risks associated with operations abroad.”
Removed heading “If we fail to raise additional capital to fund our business growth and project development, the Company’s new business could fail.”
Removed heading “Our business is subject to a large number of U.S. and non-U.S. laws, many of which are evolving.”
Removed heading “Security breaches, improper access to or disclosure of our data or our customers' data, or other cyber incidents could result in liability, cause harm to our reputation and business, or subject us to regulatory penalties.”
Removed heading “We may be subject to intellectual property claims, which are extremely costly to defend, could require us to pay significant damages and could limit our ability to use certain technologies in the future.”
Removed heading “We may be involved in litigation matters that are expensive and time consuming.”
Removed heading “We may experience fluctuations in our tax obligations and effective tax rate.”
Removed heading “We are dependent on Mr. Frank Gomez and his loss would harm our business and prevent us from continuing to implement our business plan in a timely manner.”
Removed heading “Our By-laws contain provisions indemnifying our officers and directors against all costs, charges, and expenses incurred by them.”
Removed heading “The Company has a correspondingly small financial and accounting organization. Being a public company may strain the Company’s resources, divert management’s attention and affect its ability to attract and retain qualified officers and directors.”
Largest changes
“In addition to intellectual property claims, we may become involved in other litigation matters, including class action lawsuits. Any lawsuit to which we are a party, with or without merit, may result in an unfavorable judgment. We also may decide to settle lawsuits on unfavorable terms. Any such negative outcome could result in payments of substantial damages or fines, damage to our reputation or adverse changes to our offerings or business practices. Any of these results could adversely affect our business. …”see in full comparison
“Our business may involve the collection, storage, and transmission of confidential information, including customer and employee personal information, as well as proprietary business data. We expect to experience, cyber-attacks aimed at gaining unauthorized access to our and our customers’ data and systems, which could result in data theft, reputational harm, and legal consequences. …”see in full comparison
“Security breaches, improper access to or disclosure of our data or our customers' data, or other cyber incidents could result in liability, cause harm to our reputation and business, or subject us to regulatory penalties.”see in full comparison
“We strive to comply with all applicable laws, but they may conflict with each other, and by complying with the laws or regulations of one jurisdiction, we may find that we are violating the laws or regulations of another jurisdiction. Despite our efforts, we may not have fully complied in the past and may not in the future. If we become liable under laws or regulations applicable to us, we could be required to pay significant fines and penalties, and we may be forced to change the way we operate. …”see in full comparison
“We may be involved in litigation matters that are expensive and time consuming.”see in full comparison
“Compliance with Anti-Money Laundering Rules and Regulations”see in full comparison
Full comparison: every changed paragraph (96)
RISKS RELATED TO THE OFFERING
Investing in the Company is a highly speculative investment and could result in the loss of your entire investment.
A purchase of the offered securities is significantly speculative and involves significant risks. The offered securities should not be purchased by any person who cannot afford the loss of his or her entire purchase price. The business objectives of the Company are also speculative, and we may be unable to satisfy those objectives. The stockholders of the Company may be unable to realize a substantial return on their purchase of the offered securities, or any return whatsoever, and may lose their entire investment in the Company. For this reason, each prospective purchaser of the offered securities should read this prospectus and all of its exhibits carefully and consult with their attorney, business advisor and/or investment advisor.
The offering price of the offered securities has been arbitrarily determined by the Company and such offering price should not be used by an investor as an indicator of the fair market value of the offered securities.
Currently there is limited trading in the public market for the Company’s common stock. The offering price for the offered Shares has been arbitrarily determined by the Company and does not necessarily bear any direct relationship to the assets, operations, book, or other established criteria of value of the Company. Thus, an investor should be aware that the offering price does not reflect the fair market price of the offered securities.
As there is no minimum for our offering, if only a few persons purchase shares, they could lose their investment.
Since there is no minimum with respect to the number of securities to be sold directly by the Company in this Offering, if only a few Shares are sold, we may not have enough capital to sustain our business. In such an event, it is highly likely that any investment would be lost. As such, proceeds from this Offering may not be sufficient to meet the objectives we state in this Prospectus, other corporate milestones that we may set, or to avoid a “going concern” modification in future reports of our auditors as to uncertainty with respect to our ability to continue as a going concern. If we fail to raise sufficient capital, we expect to have to significantly decrease operating expenses, which will curtail the growth of our business.
The Company’s management has full discretion in allocating net proceeds from the Offering.
We have allocated the net proceeds of the Offering in the sum of $400,000 (assuming the sale of all 40,000,000 shares of Common Stock) to product development, marketing, operations and infrastructure of the Company. As to such funds, investors will be relying on the judgment and discretion of the Company's management without specific information as to the uses, which are proposed to be made of such funds. Further, we may use any portion of the net proceeds of the Offering to acquire and/or invest in businesses related to the business of the Company (see “Use of Proceeds”).
There is no firm commitment underwriting for the Offering.
We do not have a firm commitment underwriting for the Offering. The Company is offering its Shares for sale through its officers and directors on a “self-underwritten”, “best efforts” basis without compensation. Accordingly, there is no assurance that we will sell the maximum Shares offered or any amount. If all of the Shares offered hereby are not sold, the Company will be limited in its ability to conduct its business.
We are a recently re-organized development stage company accordingly weand 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.
Since inception, we have had limited operations, and we have only recently commenced our business operations related to the Multidoc.ai platform. Accordingly, we have no way to evaluate the likelihood that our business will be successful. The likelihood of success must be considered in light of the problems, expenses, difficulties, complications and delays encountered in connection with the operations that we may to undertake in the future. These potential problems include, but are not limited to, unanticipated problems relating to the market acceptance of our business, and additional costs and expenses that may exceed current estimates. We anticipate that the Company will incur increased operating expenses without realizing any revenues. We expect to incur significant losses into the foreseeable future. There is no operating history upon which to base any assumption as to the likelihood that we will prove successful, and it is doubtful that we will generate any operating revenues or ever achieve profitable operations. If we are unsuccessful in addressing these risks, our business may fail.
Our independent accountant’sregistered auditpublic reportaccounting statesfirm thathas there isexpressed substantial doubt aboutregarding our ability to continue as a going concern. We have incurred only losses since ourinception, inception raising substantial doubt aboutand our ability to continue as a going concern. Therefore, our ability to continue as a going concernoperations is highly dependent upon obtaining additional financing forto fund our planned operations. There can be no assurance that we will be able to raise any additional funds,capital on acceptable terms, or weat areall. ableFailure to raiseobtain additionalsufficient funds,financing thatcould suchrequire fundsus willto be in the amounts requiredcurtail or oncease terms favorable to us.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 current president and chief executive officer may have other business interests.
Mr. Frank Gomez, our President and Chief Executive Officer, currently devotes approximately 20 hours per week providing management services to us. While he presently possesses adequate time to attend to our interest, it is possible that the demands on his from other obligations could increase, with the result that he would no longer be able to devote sufficient time to the management of our business. The loss of Mr. Gomez to our company could negatively impact our business development.
Our officerscontrolling andshareholder director control approximately 94.91% of the Company giving themhas significant voting power, which allowsmay themlimit the ability of other shareholders to takeinfluence actionscorporate that may not be in the best interest of all other shareholders.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.
Mr. Frank Gomez, our President, Chief Executive Officer, and a member of our Board of Directors, owns approximately 94.91% of our current outstanding shares of common stock. Accordingly, he is able to exert significant control over our management and affairs requiring stockholder approval, including approval of significant corporate transactions. He may also be able to determine their compensation. Mr. Gomez also has significant influence in determining the outcome of any corporate transaction or other matters submitted to our shareholders for approval, including mergers and acquisitions, consolidations, and the sale of all or substantially all of our assets, the election of directors and other significant corporate actions. In addition to his stock ownership, he is key to our operations and will have significant influence regarding our daily operation decisions. This concentration of ownership and influence over our decision-making may also discourage, delay, or prevent a change in control of the Company, which could deprive our other shareholders of an opportunity to receive a premium for their common stock as part of a sale of the Company and might reduce the price of our common stock.
Since management is not a resident of the United States, shareholders may face difficulty in enforcing a U.S. judgment for claims brought against such persons.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.
Our management team, including our Chief Executive Officer, have their primary residences and business offices in Colombia, and some portion of the assets of these directors are located outside the United States. As a result, it may be more difficult for shareholders to enforce a lawsuit within the United States against these non-U.S. residents than if they were residents of the United States. Also, it may be more difficult for shareholders to enforce any judgment obtained in the United States against the assets of our non-U.S. resident management located outside the United States than if these assets were located within the United States. A foreign court may not enforce liabilities predicated on U.S. federal securities laws in original actions commenced in certain foreign jurisdictions, or judgments of U.S. courts obtained in actions based upon the civil liability provisions of U.S. federal securities laws.
We have requirements for and there is an uncertainty of access to additional capital.
Ultimately, our ability to continue our business operations depends in part on our ability to obtain financing through, debt financing, equity financing, or commence operations and generate revenues or some combination of these or other means. There can be no assurance that we will be able to obtain any such financing.
We have no cash flow from operations and depend on equity financing and shareholder loans for our operations.
Our current operating funds are less than necessary to complete our intended plan of operations. We will need additional funds. Our failure to obtain such additional financing could result in delay or indefinite postponement of further of any subsequent operations which would have a material adverse effect on our business. Our operating results are likely to fluctuate significantly in the future due to a variety of factors, many of which we have no control over. Factors that may cause our operating results to fluctuate significantly include: our ability to generate enough working capital from future sales; the level of commercial acceptance by the public of the services/products we may develop; fluctuations in the demands of any products; the amount and timing operating costs and capital expenditures relating to expansion of subsequent business, operations, infrastructure, and general economic conditions. If realized, any of these factors could have a material effect on our business, financial condition, and operating results.
Our international operations subject us to additional risks that may harm our operating results.
Our international operations make us subject to various international laws and regulations, including those relating to antitrust, data protection, and business dealings with both commercial and governmental officials and organizations. Our international operations subject us to a variety of additional risks, including:
As we continue to expand our business globally, our success will depend, in large part, on our ability to anticipate and effectively manage these and other risks associated with our international operations. Our failure to manage any of these risks successfully, or to comply with these laws and regulations, could harm our operations, reduce our sales, and harm our business, operating results, and financial condition. For example, in certain foreign countries, particularly those with developing economies, certain business practices that are prohibited by laws and regulations applicable to us, such as the Foreign Corrupt Practices Act, may be more commonplace. Although we implement policies and procedures with the intention of ensuring compliance with these laws and regulations, our employees, contractors, and agents, as well as channel partners involved in our international sales, may take actions in violation of our policies. Any such violation could have an adverse effect on our business and reputation.
Foreign currencies periodically experience rapid fluctuations in value against the U.S. dollar. Any foreign currency devaluation against the U.S. dollar increases the real cost of our products to our operators and partners in foreign markets where we sell in U.S. dollars, which has resulted in the past and may result in the future in delayed or cancelled use of our products and, as a result, lower revenues. In addition, this increase in cost increases the risk to us that we will be unable to collect amounts owed to us by such operators or partners, which in turn would impact our revenues and could materially adversely impact our business and financial results. Any devaluation may also lead us to discount our prices more aggressively in foreign markets in order to maintain competitive pricing, which would negatively impact our revenues and gross margins. Conversely, a weakened U.S. dollar could increase the cost of local operating expenses and procurement of raw materials to the extent we purchase components in foreign currencies.
Compliance with Anti-Money Laundering Rules and Regulations
As part of the Board of Directors’ responsibility for the prevention of money laundering under the Uniting and Strengthening America by Providing Appropriate Tools Required to Interrupt and Obstruct Terrorism Act of 2001 (the “PATRIOT Act”) and similar laws in effect in foreign countries and in response to increased regulatory concerns with respect to the sources of funds used in investments and other activities, the Board of Directors may request prospective and existing shareholders to provide documentation verifying, among other things, such shareholder's identity and the source of funds used to purchase such shareholder's interest in the Company. The Board of Directors may decline to accept a subscription if this information is not provided or on the basis of such information that is provided. Requests for documentation and additional information may be made at any time during which a shareholder holds an interest in the Company. The Board of Directors may be required to provide this information, or report the failure to comply with such requests, to appropriate governmental authorities, in certain circumstances without notifying the shareholders that the information has been provided.
FCPA Considerations
The Board of Directors and the Company intend to comply with the U.S. Foreign Corrupt Practices Act ("FCPA") and other anti-corruption laws, anti-bribery laws and regulations, as well as anti-boycott regulations, to which they are subject. FCPA, which generally prohibits U.S. companies and their intermediaries from making improper payments to foreign officials for the purpose of obtaining or retaining business, and the anti-bribery laws of other jurisdictions. Any violation of the FCPA or similar laws and regulations could result in significant expenses, divert management attention, and otherwise have a negative impact on us. Any determination that we have violated the FCPA or laws of any other jurisdiction could subject us to, among other things, penalties and legal expenses that could harm our reputation and have a material adverse effect on our financial condition and results of operation. Because our foreign presence, the possibility of violations of foreign law or the FCPA may increase.
In recent years, the U.S. Department of Justice and the SEC have devoted greater resources to enforcement of the FCPA. In addition, the United Kingdom has recently significantly expanded the reach of its anti-bribery laws. Despite the Board of Directors’ efforts to ensure compliance with the FCPA, such efforts may not in all instances prevent violations.
RISKS RELATED TO OUR BUSINESS AND INDUSTRY
Risks Related to Our Business
BecauseWe weexpect willto derive substantially all of our future revenue from ourthe Multidoc.aiBMP AI platform, and failure of this platform to satisfy customer demands or to achieve increased market acceptance would adversely affect our business, results of operations, financial condition, and growth prospects.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.
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 expect to derive substantially all of our revenue from our Multidoc.ai platform. As such, the market acceptance of the Multidoc.ai platform is critical to our continued success. Demand for our Multidoc.ai platform is affected by a number of other factors, some of which are beyond our control. These factors include market acceptance of our Multidoc.ai platform, the pace at which existing customers realize benefits from the use of our Multidoc.ai platform and decide to expand deployment of our Multidoc.ai platform across their business, the timing of development and release of new products by our competitors, technological change, reliability and security, the pace at which enterprises undergo digital transformation, and developments in data privacy regulations. We expect that the needs of our customers will continue to rapidly change and increase in complexity. We will need to improve the functionality and performance of our Multidoc.ai platform continually to meet those rapidly changing, complex demands. If we are unable to continue to meet customer demands or to achieve more widespread market acceptance of Multidoc.ai platform, our business operations, financial results, and growth prospects will be materially and adversely affected.
If a market for our Multidoc.ai platform fails to grow as we expect, or if businesses fail to adopt our Multidoc.ai platform, our business, operating results, and financial condition could be adversely affected.
It is difficult to predict customer adoption rates and demand for our Multidoc.ai platform, the entry of competitive platforms, or the future growth rate and size business software markets. A substantial majority of our revenue will come from sales of our subscription-based software products, which we expect to continue for the foreseeable future. Although demand for machine learning and analytics platforms and applications has grown in recent years, the market for these platforms and applications continues to evolve. We cannot be sure that this market will continue to grow or, even if it does grow, that businesses will adopt our Multidoc.ai platform. Our future success will depend in large part on our ability to further penetrate the existing market for Multidoc.ai platform. Additionally, potential customers may have made significant investments in legacy analytics software systems and may be unwilling to invest in new platforms and applications. If the market fails to grow or grows more slowly than we currently expect or businesses fail to adopt our Multidoc.ai platform, our business, operating results, and financial condition could be adversely affected.
If we fail to respond to rapid technological changes, extend our Multidoc.ai platform, or develop new features and functionality, our ability to remain competitive could be impaired.
The market for our Multidoc.ai platform is characterized by rapid technological change and frequent new platform and application introductions and enhancements, changing customer demands, and evolving industry standards. The introduction of platforms and applications embodying new technologies can quickly make existing platforms and applications obsolete and unmarketable. Machine learning, and analytics platforms and applications are inherently complex, and it can take a long time and require significant research and development expenditures to develop and test new or enhanced platforms and applications. The success of any enhancements or improvements to our existing Multidoc.ai platform or any new applications depends on several factors, including timely completion, competitive pricing, adequate quality testing, integration with existing technologies, and overall market acceptance.
Our ability to grow our customer base and generate revenue from customers will depend heavily on our ability to enhance and improve our Multidoc.ai platform, to develop additional functionality and use cases, introduce new features and applications and interoperate across an increasing range of devices, operating systems, and third-party applications. When we develop a new enhancement or improvement to our Multidoc.ai platform, we will incur expenses and expend resources upfront to develop, market and promote the new enhancement and improvement. Therefore, when we develop and introduce new enhancements and improvements to our Multidoc.ai platform, they must achieve high levels of market acceptance in order to justify the amount of our investment in developing and bringing them to market. There is no assurance that our enhancements to our Multidoc.ai platform or our new application experiences, functionality, use cases, features, or capabilities will be compelling to our customers or gain market acceptance. If our research and development investments do not accurately anticipate customer demand, or if we fail to develop our Multidoc.ai platform in a manner that satisfies customer preferences in a secure, timely and cost-effective manner, we may fail to retain our existing customers or increase demand for our Multidoc.ai platform.
Any failure of our Multidoc.ai platform to operate effectively with future infrastructure platforms and technologies could reduce the demand for our Multidoc.ai platform. If we are unable to respond to these changes in a timely and cost-effective manner, our Multidoc.ai platform may become less marketable, less competitive, or obsolete, and our business may be adversely affected. Also, the introduction of new AI platforms and applications by competitors or the development of entirely new technologies to replace existing offerings could make our Multidoc.ai platform obsolete or adversely affect our business, results of operations, and financial condition. We may experience difficulties with software development, design, or marketing that could delay or prevent our development, introduction, or implementation of new Multidoc.ai platform experiences, features, or capabilities.
We need continual development of our platform to adapt to rapidly changing technology and consumer demands.
We face intense competition in the marketplace and are confronted by rapidly changing technology, evolving industry standards, and consumer preferences, regulatory changes, and the frequent introduction of new solutions by our competitors that we must adapt and respond to. We need to continuously update our platform and the technology we invest in and develop, including our machine learning and other proprietary algorithms, in order to attract publishers and buyers and keep ahead of changes in technology, evolving industry standards and regulatory requirements. Our failure to adapt to a rapidly changing market, anticipate publisher and buyer demand, or attract and retain publishers would cause our revenue or revenue growth rate to decline, and adversely affect our business, results of operations, and financial condition.
Our software is highly complex and may contain undetected errors.
The software underlying our platform is highly complex and may contain undetected errors or vulnerabilities, some of which may only be discovered after the code has been released. Any errors or vulnerabilities discovered in our code after release could result in damage to our reputation, loss of members, loss of revenue or liability for damages, any of which could adversely affect our growth prospects and our business.
We are subject to the terms of open-source licenses because our platform incorporates open-source software.
The software powering our Multidoc.ai platform may incorporate software covered by open-source licenses. The terms of many open-source licenses have not been interpreted by U.S. courts and there is a risk that the licenses could be construed in a manner that imposes unanticipated conditions or restrictions on our ability to operate our marketplace. Under certain open-source licenses, we could be required to publicly release the source code of our software or to make our software available under open-source licenses. To avoid the public release of the affected portions of our source code, we could be required to expend substantial time and resources to re-engineer some or all of our software. In addition, use of open-source software can lead to greater risks than use of third-party commercial software because open-source licensors generally do not provide warranties or controls on the origin of the software. Use of open-source software may also present additional security risks because the public availability of such software may make it easier for hackers and other third parties to determine how to compromise our platform. Additionally, because any software source code we contribute to open-source projects is publicly available, our ability to protect our intellectual property rights in such software source code may be limited or lost entirely, and we will be unable to prevent our competitors or others from using such contributed software source code. Any of these risks could be difficult to eliminate or manage and, if not addressed, could adversely affect our business, financial condition, and results of operations.
Management's Discussion & Analysis (MD&A)
Largest changes
Our other expenses for the year ended December 31,see in full comparison2024,2025, 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.Our other expenses for the year ended December 31, 2023 consisted mainly of interest expense and a loss on acquisition of assets.
Operating expensessee in full comparisondecreasedincreased to $241,232 for the year ended December 31, 2025, from $76,877 for the year ended December 31,2024, from $247,709 for the year ended December 31, 2023.2024. The increase in operating expenses was the result ofdecreasedincreased stock-based compensation for the year ended December 31,2024.2025.
“We had other income of $1,355,209 for the year ended December 31, 2024, as compared with other expenses of $414,273 for the year ended December 31, 2023.”see in full comparison
“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.”see in full comparison
“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.”see in full comparison
“We recorded a net loss of $1,278,332 for the year ended December 31, 2024, as compared with a net loss of $414,273 for the year ended December 31, 2023.”see in full comparison
Full comparison: every changed paragraph (6)
Operating expenses decreasedincreased to $241,232 for the year ended December 31, 2025, from $76,877 for the year ended December 31, 2024, from $247,709 for the year ended December 31, 2023.2024. The increase in operating expenses was the result of decreasedincreased stock-based compensation for the year ended December 31, 2024.2025.
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.
We had other income of $1,355,209 for the year ended December 31, 2024, as compared with other expenses of $414,273 for the year ended December 31, 2023.
Our other expenses for the year ended December 31, 2024,2025, 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. Our other expenses for the year ended December 31, 2023 consisted mainly of interest expense and a loss on acquisition of assets.
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.
We recorded a net loss of $1,278,332 for the year ended December 31, 2024, as compared with a net loss of $414,273 for the year ended December 31, 2023.
What changed in the latest 10-Q
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.
No wording changes found in this section.
Full comparison: every changed paragraph (0)
Management's Discussion & Analysis (MD&A)
New heading “Results of Operations for the Three Months Ended June 30, 2026 and 2025”
New heading “Off Balance Sheet Arrangements”
Largest changes
“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 $4,326,072 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. …”see in full comparison
“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 three months ended March 31, 2026, the Company incurred a net loss of $38,398, and a accumulated deficit of $4,268,109. These conditions raise substantial doubt about the Company's ability to continue as a going concern.”see in full comparison
“Results of Operations for the Three Months Ended June 30, 2026 and 2025”see in full comparison
“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. …”see in full comparison
see in full comparisonWe had otherOperating expensesofdecreased$6,075to $11,105 for the three months endedMarchJune31,30, 2026,asfromcompared with other expenses of $4,959$126,683 for thethreesame period ended June 30, 2025. Operating expenses decreased to $43,428 for the six months endedMarchJune31,30, 2026, from $143,121 for the same period ended June 30, 2025. Theincreasedecrease inotheroperating expenses isprimarilymainlyathe result ofincreased interest expense resulting fromtheCompanydecreaseissuinginadditionalwagesnotespaidduringto2026.our former CEO.
Full comparison: every changed paragraph (21)
Results of Operations for the Three Months Ended June 30, 2026 and 2025
Overview
Results of Operations
We had no revenue for the three or six months ended June 30, 2026 and 2025
There was no revenue for the three months ended March 31, 2026 and 2025 Operating Expenses Operating expenses increased to $38,398 for the three months ended March 31, 2026, from $16,438 for the same period ended March 31, 2025.
Our operating expenses for all periods consisted mainly of professional fees and selling, general and administrative expenses. The increase in operating expenses was primarily a result of an increase in accounting fees during the three months ended March 31, 2026.
OtherOperating Income (Expenses)
We had otherOperating expenses ofdecreased $6,075to $11,105 for the three months ended MarchJune 31,30, 2026, asfrom compared with other expenses of $4,959$126,683 for the threesame period ended June 30, 2025. Operating expenses decreased to $43,428 for the six months ended MarchJune 31,30, 2026, from $143,121 for the same period ended June 30, 2025. The increasedecrease in otheroperating expenses is primarilymainly athe result of increased interest expense resulting from the Companydecrease issuingin additionalwages notespaid duringto 2026.our former CEO.
Other Expense
We had other expense of $7,858 for the three months ended June 30, 2026, as compared with other expenses of $6,587 for the three months ended June 30, 2025. We had other expense of $13,933 for the six months ended June 30, 2026, as compared with other expenses of $11,546 for the six months ended June 30, 2025. The increase in other expenses is mainly the result of an increase in interest expense resulting from the issuance of additional debt during 2026.
We recorded a net loss of $38,398$18,963 for the three months ended MarchJune 31,30, 2026, as compared with a net loss of $21,397$133,270 for the three months ended MarchJune 31,30, 2025. TheWe increaserecorded ina net loss isof $57,361 for the resultsix months ended June 30, 2026, as compared with a net loss of $154,667 for the factorssix discussedmonths above.ended June 30, 2025.
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 $4,326,072 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 condensed consolidated financial statements of the Company do not include any adjustments that may result from the outcome of these aforementioned uncertainties.
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 three months ended March 31, 2026, the Company incurred a net loss of $38,398, and a accumulated deficit of $4,268,109. These conditions raise substantial doubt about the Company's ability to continue as a going concern.
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.
As of MarchJune 31,30, 2026,2025, we had nototal current assets in the amount of $0. Our total current liabilities as of MarchJune 31,30, 2026 were $799,915.$818,877. We had a working capital deficit of $799,915$818,877 as of MarchJune 31,30, 2026, compared with a working capital deficit of $761,517 as of December 31, 2025.
Operating activities used $35,124$35,235 in cash for the threesix months ended MarchJune 31,30, 2026, as compared with $10,594$155,346 used for the threesix months ended MarchJune 31,30, 2025. Our negative operating cash flows for 2026 and 2025 waswere largely the result of our net loss for those quarters, mainly offset by changes in operating assets and liabilities and the amortization of debt discount and amortization.
We used no cash in investing activities for the three months ended March 31, 2026 and 2025.
Cash flow provided from financing activities was $27,240$35,235 for the threesix months ended MarchJune 31,30, 2026, as compared with $28,155$155,346 provided by cash flows for financing activities during the threesix months ended MarchJune 31,30, 2025. Our debt from financing activities consist the issuance of notes payable.
The features of the debt instruments and payables concerning our financing activities are detailed in the footnotes to our financial statements.
Off Balance Sheet Arrangements
As of June 30, 2026, there were no off-balance sheet arrangements.
BMPA insider buying and selling (Form 4)
Since 2026-04-11, insiders reported open-market purchases in 0 Form 4 filings and open-market sales in 0 filings. Totals add up every open-market (code P and S) line in those filings, using the prices reported in the filings. Awards, option exercises, tax withholding and gifts are listed below but not counted.
No Form 4 stock transactions in this period.
Well-known investors holding BMPA (13F)
None of the 59 investors we track reported a position in their latest 13F.