BMPA 10-Q

BMP AI Technologies, Inc. (BMPA)

10-Q 2025-11-14 For: 2025-09-30

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Added on April 06, 2026

Nevada		000-33325		N/A
(State or other jurisdiction of Incorporation)		(Commission File Number)		(IRS Employer Identification No.)

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☐	Smaller reporting company	☒
		Emerging growth company	☒

PART I. FINANCIAL INFORMATION

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

PART II. OTHER INFORMATION

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

	September 30, 2025			December 31, 2024
ASSETS
Current assets
Cash		-			-
Total current assets		-			-

Other Assets
Intangible assets		50,000			-

Total assets		50,000			-

LIABILITIES AND STOCKHOLDERS' DEFICIT
Current liabilities
Accounts payable and accrued liabilities		204,963			201,628
Advances		127,650			127,650
Advances - Related party		80,680			80,680
Judgement payable		103,000			103,000
Notes payable - related party		7,000			7,000
Notes payable		217,671			143,039
Total current liabilities		740,964			662,997

Notes payable, net of debt discount		46,000			46,000

Total liabilities		786,964			708,997

Stockholders' deficit
Preferred stock, $0.0001 par value, 480,000,000 shares authorized, 0 and 0 shares issued and outstanding as of September 30, 2025 and December 31, 2024, respectively		-			-
Class A Preferred stock, $0.0001 par value, 10,000,000 shares authorized, 9,003,774 and 9,003,774 shares issued and outstanding as of September 30, 2025 and December 31, 2024, respectively		1,200			900
Class B Preferred stock, $0.0001 par value, 10,000,000 shares authorized, 3,500,000 and 3,500,000 shares issued and outstanding as of September 30, 2025 and December 31, 2024, respectively		350			350
Common stock, $0.0001 par value, 2,500,000,000 shares authorized, 51,783,583 and 200,183 shares issued and outstanding as of September 30, 2025 and December 31, 2024, respectively		5,178			20
Additional paid in capital		3,465,466			3,255,090
Accumulated deficit		(4,209,158	)		(3,965,357	)
Total stockholders' deficit		(736,964	)		(708,997	)

Total liabilities and stockholders' deficit		50,000			-

	For the three months ended						For the nine months ended
	September 30, 2025			September 30, 2024			September 30, 2025			September 30, 2024

Revenue	$	-		$	-		$	-		$	-

Cost of goods sold		-			-			-			-

Gross profit		-			-			-			-

Operating expenses
General and administrative		51,979			9,430			161,600			21,140
Professional fees		33,141			8,075			66,641			36,120
Total operating expenses		85,120			17,505			228,241			57,260

Loss from operations		(85,120	)		(17,505	)		(228,241	)		(57,260	)

Other income (expenses)
Interest expense		(7,179	)		(4,948	)		(18,725	)		(12,424	)
Gain on conversion of debt		3,165			2,092,457			3,165			2,092,457
Loss on acquisition of intangible assets		-			-			-			(720,000	)
Total other income (expenses)		(4,014	)		2,087,509			(15,560	)		1,360,033

Net loss before tax provision		(89,134	)		2,070,004			(243,801	)		1,302,773
Tax provision		-			-			-			-
Net income (loss )	$	(89,134	)	$	2,070,004		$	(243,801	)	$	1,302,773

Net income (loss) per common share - basic and diluted	$	(0.00	)	$	10.34		$	(0.01	)	$	6.51

Weighted average number of common shares outstanding - basic and diluted		41,589,708			200,183			45,944,824			200,183

	Class A						Class B										Additional						Total
	Preferred Stock						Preferred Stock				Common Stock						Paid-in			Accumulated			Stockholders'
	Shares			Amount			Shares		Amount		Shares			Amount			Capital			Deficit			Deficit
Balance, December 31, 2024		9,003,774			900			3,500,000		350		200,183			20			3,255,090			(3,965,357	)		(708,997	)
Conversion of Class A Preferred Stock to Common stock		(1,000,000	)		(100	)		-		-		50,000,000			5,000			(4,900	)		-			-
Net loss		-			-			-		-		-			-			-			(21,397	)		(21,397	)
Balance, March 31, 2025		8,003,774			800			3,500,000		350		50,200,183			5,020			3,250,190			(3,986,754	)		(730,394	)
Common shares issued for cash		-			-			-		-		9,590,000			959			94,941			-			95,900
Net loss		-			-			-		-		-			-			-			(133,270	)		(133,270	)
Balance, June 30, 2025		8,003,774			800			3,500,000		350		59,790,183			5,979			3,345,131			(4,120,024	)		(767,764	)
Common shares issued for cash		-			-			-		-		5,000,000			500			49,500			-			50,000
Common shares issued to settle notes payable and interest												1,993,400			199			19,735			-			19,934
Conversion of Common stock to Class A Preferred Stock		4,000,000			400			-		-		(20,000,000	)		(2,000	)		1,600			-			-
Shares issued for services												5,000,000			500			49,500						50,000
Net loss		-			-			-		-		-			-			-			(89,134	)		(89,134	)
Balance, September 30, 2025		12,003,774			1,200			3,500,000		350		51,783,583			5,178			3,465,466			(4,209,158	)		(736,964	)

	For the nine months ended
	September 30, 2025			September 30, 2024
Cash Flows from Operating Activities
Net loss	$	(243,801	)	$	1,269,569
Adjustments to reconcile net loss to net cash provided by operating activities:
Impairment of goodwill		-			720,000
Gain on settlement of notes payable and accrued liabilities		(3,165	)		(2,059,292	)
Allowance on note receivable
Changes in assets and liabilities
Accounts payable and accrued liabilities		6,500			12,378
Net cash used in operating activities		(240,466	)		(57,345	)

Cash Flows from Financing Activities:

Common stock issued for cash		145,900			-
Proceeds from notes payable		94,566			57,345
Net cash used in financing activities		240,466			57,345

Net increase in cash		-			-

Cash, beginning of period		-			-

Cash, end of period	$	-		$	-

Supplemental disclosure of cash flow information
Cash paid for interest	$	-		$	-
Cash paid for taxes	$	-		$	-

SUPPLEMENTARY DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES:

Shares issued to settle debt	$	23,099		$	-
Shares issued to acquire intangible assets	$	50,000		$	-

September 30, 2025		December 31, 2024
	46,000	$	46,000
	5,000		5,000
	5,000		5,000
	28,500		28,500
	9,667		9,667
	-		12,439
	-		4,495
	-		3,000
	8,670		8,670
	3,000		3,000
	5,565		5,565
	6,500		6,500
	20,000		20,000
	3,045		3,045
	2,230		2,230
	2,500		2,500
	4,500		4,500
	13,005		13,005
	5,923		5,923
	5,000		-
	5,000		-
	4,000		-
	10,000		-
	4,155		-
	9,000		-
	2,000		-
	5,000		-
	500		-
	5,000		-
	9,791		-
	2,476		-
	3,500		-
	500		-
	5,000		-
	5,000		-
	18,644		-
	263,671	$	189,039

*	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.

*	We have not achieved the optimal level of segregation of duties relative to key financial reporting functions.

*	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.

*	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.

*	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.

*	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.

*	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).

Exhibit No.		Document Description

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)

	BMP AI Technologies Inc.

Date: November 14, 2025	By:	/s/ Vighnesh Dobale
	Name:	Vighnesh Dobale
	Title:	Chief Executive Officer & Chief Financial Officer