BSAI 10-Q
Blusky Ai Inc. (BSAI)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
For
the quarterly period ended
Commission
File No.
| (Exact Name of Registrant as Specified in Its Charter) |
(State of Other Jurisdiction of Incorporation or Organization) |
(IRS Employer Identification Number) | |
| (Address of Principal Executive Offices) | (Zip Code) |
(Registrant’s telephone number, including area code)
Copies to:
Brunson Chandler & Jones, PLLC
175 South Main Street, Suite 1410
Salt Lake City, Utah 84111
(801) 303-5721
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 and posted 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 and post such files).
Indicate by checkmark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-3 of the Exchange Act.
| Large accelerated filer | ☐ | Accelerated filer | ☐ | Emerging growth company | |
| ☒ | Smaller reporting company |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate
by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No
Securities registered to Section 12(b) of the Act: None.
As of February 4, 2026, there were
BLUSKY AI INC.
FORM 10-Q
TABLE OF CONTENTS
| 2 |
PART I – FINANCIAL INFORMATION
Item 1. Financial Statements
BluSky AI, Inc.
(FKA Inception Mining, Inc.)
Condensed Balance Sheets
| September 30, 2025 | December 31, 2024 | |||||||
| (Unaudited) | ||||||||
| ASSETS | ||||||||
| Current Assets | ||||||||
| Cash and cash equivalents | $ | $ | ||||||
| Prepaid expenses | ||||||||
| Other current assets | ||||||||
| Total Current Assets | ||||||||
| Right of use operating lease asset – related party | ||||||||
| Solar power asset | ||||||||
| Other assets | ||||||||
| Total Assets | $ | $ | ||||||
| LIABILITIES AND STOCKHOLDERS’ DEFICIT | ||||||||
| Current Liabilities | ||||||||
| Accounts payable and accrued liabilities | $ | $ | ||||||
| Accrued interest - related parties | ||||||||
| Operating lease liability – related party – current portion | ||||||||
| Note payable | ||||||||
| Notes payable - related parties | ||||||||
| Convertible notes payable - net of discount | ||||||||
| Derivative liabilities | ||||||||
| Total Current Liabilities | ||||||||
| Operating lease liability – related party, net of current portion | ||||||||
| Total Liabilities | ||||||||
| Commitments and Contingencies | ||||||||
| Stockholders’ Deficit | ||||||||
| Preferred stock, $ par value; shares authorized, shares issued and outstanding | ||||||||
| Common stock, $ par value; shares authorized, and shares issued and outstanding at September 30, 2025 and December 31, 2024, respectively | ||||||||
| Additional paid-in capital | ||||||||
| Accumulated deficit | ( | ) | ( | ) | ||||
| Total Stockholders’ Deficit | ( | ) | ( | ) | ||||
| Total Liabilities and Stockholders’ Deficit | $ | $ | ||||||
See accompanying notes to the unaudited condensed financial statements.
| F-1 |
BluSky AI, Inc.
(FKA Inception Mining, Inc.)
Condensed Statements of Operations
(Unaudited)
| For the Three Months Ended | For the Nine Months Ended | |||||||||||||||
| September 30, 2025 | September 30, 2024 | September 30, 2025 | September 30, 2024 | |||||||||||||
| Operating Expenses | ||||||||||||||||
| General and administrative | $ | $ | $ | $ | ||||||||||||
| Depreciation and amortization | ||||||||||||||||
| Total Operating Expenses | ||||||||||||||||
| Loss from Operations | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Other Income/(Expenses) | ||||||||||||||||
| Other income (expense) | ||||||||||||||||
| Interest income | ||||||||||||||||
| Change in derivative liability | ( | ) | ( | ) | ||||||||||||
| Loss on extinguishment of debt | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Initial derivative expense | ( | ) | ||||||||||||||
| Interest expense | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Total Other Income/(Expenses) | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Net Loss from Operations before Income Taxes | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Provision for Income Taxes | ||||||||||||||||
| Net Loss | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||
| Deemed dividend – solar power asset | ( | ) | ( | ) | ||||||||||||
| Net loss attributable to shareholders | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||
| Net loss per share – Basic and Diluted | $ | ) | $ | ) | $ | ) | $ | ) | ||||||||
| Weighted average number of shares outstanding during the period – Basic and Diluted | ||||||||||||||||
See accompanying notes to the unaudited condensed financial statements.
| F-2 |
BluSky AI, Inc.
(FKA Inception Mining, Inc.)
Condensed Statements of Stockholders’ Deficit
(Unaudited)
| Preferred stock | Common stock | Additional | Total | |||||||||||||||||||||||||
| ($0.00001 Par) | ($0.00001 Par) | Paid-in | Accumulated | Stockholders’ | ||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | Capital | Deficit | Deficiency | ||||||||||||||||||||||
| Balance, December 31, 2024 | $ | | $ | $ | $ | ( | ) | $ | ( | ) | ||||||||||||||||||
| Rounding shares issued with reverse split | - | |||||||||||||||||||||||||||
| Net income for the period | - | - | ||||||||||||||||||||||||||
| Balance, March 31, 2025 | ( | ) | ( | ) | ||||||||||||||||||||||||
| Shares issued for services | - | |||||||||||||||||||||||||||
| Net loss for the period | - | - | ( | ) | ( | ) | ||||||||||||||||||||||
| Balance, June 30, 2025 | ( | ) | ( | ) | ||||||||||||||||||||||||
| Shares issued for services | - | |||||||||||||||||||||||||||
| Shares issued for conversion of notes payable | - | |||||||||||||||||||||||||||
| Shares issued for conversion of accrued liabilities | - | |||||||||||||||||||||||||||
| Shares issued for solar power asset | - | |||||||||||||||||||||||||||
| Net loss for the period | - | - | ( | ) | ( | ) | ||||||||||||||||||||||
| Balance, September 30, 2025 | $ | $ | $ | $ | ( | ) | $ | ( | ) | |||||||||||||||||||
| Preferred stock | Common stock | Additional | Total | |||||||||||||||||||||||||
| ($0.00001 Par) | ($0.00001 Par) | Paid-in | Accumulated | Stockholders’ | ||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | Capital | Deficit | Deficiency | ||||||||||||||||||||||
| Balance, December 31, 2023 | $ | | $ | $ | $ | ( | ) | $ | ( | ) | ||||||||||||||||||
| Net income for the period | - | - | ( | ) | ( | ) | ||||||||||||||||||||||
| Balance, March 31, 2024 | ( | ) | ( | ) | ||||||||||||||||||||||||
| Net loss for the period | - | - | ( | ) | ( | ) | ||||||||||||||||||||||
| Balance, June 30, 2024 | ( | ) | ( | ) | ||||||||||||||||||||||||
| Shares issued with extinguishment of debt | - | |||||||||||||||||||||||||||
| Net loss for the period | - | - | ( | ) | ( | ) | ||||||||||||||||||||||
| Balance, September 30, 2024 | $ | $ | $ | $ | ( | ) | $ | ( | ) | |||||||||||||||||||
See accompanying notes to the unaudited condensed financial statements.
| F-3 |
BluSky AI, Inc.
(FKA Inception Mining, Inc.)
Condensed Statements of Cash Flows
(Unaudited)
| For the Nine Months Ended | ||||||||
| September 30, 2025 | September 30, 2024 | |||||||
| Cash Flows From Operating Activities: | ||||||||
| Net Loss | $ | ( | ) | $ | ( | ) | ||
| Adjustments to reconcile net loss to net cash used in operations | ||||||||
| Depreciation and amortization expense | ||||||||
| Common stock issued for services | ||||||||
| Loss on extinguishment of debt | ||||||||
| Change in derivative liability | ( | ) | ||||||
| Default penalty additions | ||||||||
| Expenses paid in behalf of the company by related party | ||||||||
| Amortization of right-of-use asset | ||||||||
| Amortization of debt discount | ||||||||
| Initial derivative expense | ||||||||
| Changes in operating assets and liabilities: | ||||||||
| Prepaid expenses and other current assets | ( | ) | ||||||
| Other assets | ( | ) | ||||||
| Operating lease liability – related party | ||||||||
| Accounts payable and accrued liabilities | ||||||||
| Accounts payable and accrued liabilities - related parties | ||||||||
| Net Cash Used In Operating Activities | ( | ) | ( | ) | ||||
| Cash Flows From Investing Activities: | ||||||||
| Net Cash Provided By Investing Activities | ||||||||
| Cash Flows From Financing Activities: | ||||||||
| Repayment of notes payable-related parties | ( | ) | ( | ) | ||||
| Repayment of convertible notes payable | ( | ) | ||||||
| Proceeds from notes payable-related parties | ||||||||
| Proceeds from convertible notes payable | ||||||||
| Net Cash Provided by Continuing Financing Activities | ||||||||
| Net Change in Cash | ( | ) | ||||||
| Cash at Beginning of Period | ||||||||
| Cash at End of Period | $ | $ | ||||||
| Supplemental disclosure of cash flow information: | ||||||||
| Cash paid for interest | $ | $ | ||||||
| Cash paid for taxes | $ | $ | ||||||
| Supplemental disclosure of non-cash investing and financing activities: | ||||||||
| Common stock issued for conversion of debt | $ | $ | ||||||
| Common stock issued for solar power asset | $ | $ | ||||||
| Recognition of debt discounts on convertible note payable | $ | $ | ||||||
| Origination of operating lease | $ | $ | ||||||
| Accounts payable issued for settlement of note payable | $ | $ | ||||||
| Note payable issued to related party for settlement of convertible note payable | $ | $ | ||||||
See accompanying notes to the unaudited condensed financial statements.
| F-4 |
BluSky AI, Inc.
(FKA Inception Mining, Inc.)
Notes to Condensed Financial Statements (Unaudited)
September 30, 2025
1. Nature of Business
BluSky AI, Inc. (formerly known as Inception Mining, Inc.) was incorporated under the name of Golf Alliance Corporation and under the laws of the State of Nevada on July 2, 2007. Inception Mining, Inc. was a precious metal mineral acquisition, exploration and development company. Inception Development, Inc., its wholly owned subsidiary, was incorporated under the laws of the State of Idaho on January 28, 2013.
Golf Alliance Corporation pursued its original business plan to provide opportunities for golfers to play on private golf courses normally closed to them due to the membership requirements of the private clubs. During the year ended July 31, 2010, the Company decided to redirect its business focus toward precious metal mineral acquisition and exploration.
On March 5, 2010, the Company amended its articles of incorporation to (1) change its name to Silver America, Inc. and (2) increase its authorized common stock from to . In 2020, the Company increased its authorized common stock from to . In 2022, the Company increased its authorized common stock from to .
On June 23, 2010, the Company amended its articles of incorporation to change its name to Gold American Mining Corp.
On
February 25, 2013, Gold American Mining Corp. and its majority shareholder (the “Majority Shareholder”), and its wholly owned
subsidiary,
On May 17, 2013, the Company amended its articles of incorporation to change its name to Inception Mining, Inc. (“Inception” or the “Company”).
On
October 2, 2015, the Company consummated a merger with Clavo Rico Ltd. (“Clavo Rico”). Clavo Rico is a privately held Turks
and Caicos company with principal operations in Honduras, Central America. Clavo Rico operates the Clavo Rico mining concession through
its subsidiaries Compañía Minera Cerros del Sur, S.A de C.V. and Compañía Minera Clavo Rico, S.A. de C.V.
and holds other mining concessions. Pursuant to the agreement, the Company issued shares of common stock of Inception and assumed
promissory notes in the amount of $
| F-5 |
On January 12, 2023, Inception Mining, Inc. (the “Company”) entered into a non-binding Letter of Intent (the “LOI”) with Mother Lode Mining, Inc. (“MLM”). The LOI became binding on January 24, 2023. Pursuant to the terms of the LOI, the Company agreed to sell all of the shares of its wholly-owned subsidiary, Compañía Minera Cerros Del Sur, S.A. de C.V. (“CMCS”), to MLM. CMCS is the Honduran-based company that owns the Clavo Rico mine.
Since the divestiture of the Clavo Rico Mine, the Company has been operating as a consultant and advisor to the mining industry, including to Mother Lode Mining, the new owner of the Clavo Rico mine. It also has an ongoing financial interest in the Clavo Rico Mine under the LOI, with monthly payments due through February 2025 that are secured by a net smelter royalty.
The Company underwent a significant transformation and rebranding in March 2025 to align with its new strategic direction and name change to “BluSky AI Inc.”. This change reflects BluSky AI Inc.’s commitment to advancing technology and providing unparalleled services in the data center industry. The Company’s operations are primarily in AI-driven data center solutions, combining innovation with regulatory compliance and sustainability. The Company is a modular data center provider focused on high-performance computing infrastructure, strategic site selection, and operational risk management and specializing in artificial intelligence (AI) and as a Neocloud operator). “Neocloud” refers to a new breed of cloud providers that specialize in offering high-performance computing, particularly GPU-as-a-Service (GPUaaS), tailored specifically for demanding AI and machine learning workloads. The company is dedicated to delivering state-of-the-art infrastructure and solutions tailored to meet the demands of modern AI applications and computational workloads.
The new business model centered on modular data center development and GPU-as-a-Service (GPUaaS), marking a strategic pivot toward scalable, AI-optimized infrastructure. The Company designs and deploys modular data centers engineered for rapid deployment, energy efficiency, and geographic flexibility, enabling tailored solutions for high-performance computing environments. As a Neocloud operator, BluSky AI offers GPUaaS to enterprise and institutional clients, delivering dedicated, on-demand access to advanced GPU clusters optimized for artificial intelligence, machine learning, and large-scale simulation workloads. This model integrates site-specific risk management, regulatory compliance, and sustainability into every deployment, positioning BluSky AI as a next-generation infrastructure provider for mission-critical AI applications.
“Neocloud” refers to a new breed of cloud providers that specialize in offering high-performance computing, particularly GPU-as-a-Service (GPUaaS), tailored specifically for demanding AI and machine learning workloads. Neoclouds are specialist cloud providers filling a crucial gap in the market by offering dedicated and optimized infrastructure for the rapidly expanding field of artificial intelligence.
2. Summary of Significant Accounting Policies
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. As shown in the accompanying financial statements, the Company
had a net loss of $
The Company’s existence is dependent upon management’s ability to develop profitable operations and to obtain additional funding sources. There can be no assurance that the Company’s financing efforts will result in profitable operations or the resolution of the Company’s liquidity problems. The accompanying statements do not include any adjustments that might result should the Company be unable to continue as a going concern.
Management is currently working to make changes that will result in profitable operations and to obtain additional funding sources to meet the Company’s need for cash during the next twelve months and beyond.
Basis of Presentation - The Company prepares its financial statements in accordance with accounting principles generally accepted in the United States of America.
| F-6 |
Condensed Financial Statements -The interim financial statements included herein have been prepared by BluSky AI, Inc. (“BluSky” or the “Company”) without audit, pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC” or the “Commission”). Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America (“US GAAP”) have been condensed or omitted pursuant to such rules and regulations, although the Company believes that the disclosures are adequate to make the information presented not misleading. These interim financial statements should be read in conjunction with the financial statements and notes thereto included in this filing and the Form 10-K for the year ended December 31, 2024 filed with the SEC on April 1, 2025.
In the opinion of management, all adjustments have been made consisting of normal recurring adjustments necessary to present fairly the financial position of the Company and as of September 30, 2025, the results of its statements of operations and comprehensive income (loss) for the three and nine-month period ended September 30, 2025, its condensed statement of stockholders’ deficit and its cash flows for the nine-month period ended September 30, 2025. The results of operations for the interim periods are not necessarily indicative of the results for the full year.
Use of Estimates – In preparing financial statements in conformity with generally accepted accounting principles, we are required to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and revenues and expenditures during the reported periods. Actual results could differ materially from those estimates. Estimates may include those pertaining to valuation of the estimated useful lives and valuation of properties, plant and equipment, deferred tax assets, convertible preferred stock, derivative assets and liabilities, stock-based compensation and payments, and contingent liabilities.
Cash
and Cash Equivalents -The Company considers all highly liquid temporary cash investments with an original maturity of three months
or less to be cash equivalents. At September 30, 2025 and December 31, 2024, the Company had $
Fair Value Measurements -The fair value of a financial instrument is the amount that could be received upon the sale of an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Financial assets are marked to bid prices and financial liabilities are marked to offer prices. The fair value should be calculated based on assumptions that market participants would use in pricing the asset or liability, not on assumptions specific to the entity. In addition, the fair value of liabilities should include consideration of non-performance risk, including the party’s own credit risk.
Fair value measurements do not include transaction costs. A fair value hierarchy is used to prioritize the quality and reliability of the information used to determine fair values. Categorization within the fair value hierarchy is based on the lowest level of input that is significant to the fair value measurement. The fair value hierarchy is defined into the following three categories:
| Level 1: Quoted market prices in active markets for identical assets or liabilities. | |
| Level 2: Observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities; quoted prices in markets with insufficient volume or infrequent transactions (less active markets); or model-derived valuations in which all significant inputs are observable or can be derived principally from or corroborated by observable market data for substantially the full term of the assets or liabilities. | |
| Level 3: Unobservable inputs to the valuation methodology that are significant to the measurement of fair value of assets or liabilities. |
To the extent that valuation is based on models or inputs that are less observable or unobservable in the market, the determination of fair value requires more judgment. In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, for disclosure purposes, the level in the fair value hierarchy within which the fair value measurement is disclosed and is determined based on the lowest level input that is significant to the fair value measurement.
| F-7 |
The carrying value of the Company’s cash, accounts payable, short-term borrowings (including convertible notes payable), and other current assets and liabilities approximate fair value because of their short-term maturity.
Notes
Receivable - Notes receivable include amounts due to the Company pursuant to financial agreements stipulating interest rates,
payment terms and maturity dates. As of September 30, 2025 and December 31, 2024, notes receivable balance includes one note due from
Mother Load Mining, Inc. in the amounts of $
Long-Lived Assets - We review the carrying amount of our long-lived assets for impairment whenever there are negative indicators of impairment. An asset is considered impaired when estimated future cash flows are less than the carrying amount of the asset. In the event the carrying amount of such asset is not considered recoverable, the asset is adjusted to its fair value. Fair value is generally determined based on discounted future cash flows.
Properties and Equipment - We record properties and equipment at historical cost. We provide depreciation and amortization in amounts sufficient to match the cost of depreciable assets to operations over their estimated service lives or productive value. We capitalize expenditures for improvements that significantly extend the useful life of an asset. We charge expenditures for maintenance and repairs to operations when incurred. Depreciation is computed using the straight-line method over estimated useful lives as follows:
| Building | ||||
| Vehicles and equipment | ||||
| Furniture and fixtures | ||||
| Processing and laboratory |
Stock Issued for Goods and Services - Common and preferred shares issued for goods and services are valued based upon the fair market value of our common stock or the goods and services received.
Derivative Liabilities - Derivative liabilities are recorded at fair value when issued and the subsequent change in fair value each period is recorded in other income (expense) in the statements of operations. We do not hold or issue any derivative financial instruments for speculative trading purposes.
| F-8 |
Income Taxes -The Company’s income tax expense and deferred tax assets and liabilities reflect management’s best assessment of estimated future taxes to be paid. Significant judgments and estimates are required in determining the income tax expense.
Deferred income taxes arise from temporary differences between the tax and financial statement recognition of revenue and expense. In evaluating the Company’s ability to recover its deferred tax assets, management considers all available positive and negative evidence, including scheduled reversals of deferred tax liabilities, projected future taxable income, tax planning strategies and recent financial operations. In projecting future taxable income, the Company develops assumptions including the amount of future state and federal pretax operating income, the reversal of temporary differences, and the implementation of feasible and prudent tax planning strategies. These assumptions require significant judgment about the forecasts of future taxable income and are consistent with the plans and estimates that the Company is using to manage the underlying businesses. The Company provides a valuation allowance for deferred tax assets for which the Company does not consider realization of such deferred tax assets to be more likely than not.
Changes in tax laws and rates could also affect recorded deferred tax assets and liabilities in the future. Management is not aware of any such changes that would have a material effect on the Company’s results of operations, cash flows or financial position.
Business Segments – The Company operates in one segment and therefore segment information is not presented.
Operating Lease – In accordance with ASC 842, the Company determines whether or not a contract contains a lease based on whether or not it provides the Company with the use of a specifically identified asset for a period of time, as well as both the right to direct the use of that asset and receive the significant economic benefits of the asset. The Company elected the transition relief package of practical expedients, and as a result, we did not assess 1) whether existing or expired contracts contain embedded leases, 2) lease classification for any existing or expired leases, and 3) whether lease origination costs qualified as initial direct costs. We elected the short-term lease practical expedient by establishing an accounting policy to exclude leases with a term of 12 months or less.
Recently Issued Accounting Pronouncements –From time to time, new accounting pronouncements are issued by FASB that are adopted by the Company as of the specified effective date. If not discussed, management believes that the impact of recently issued standards, which are not yet effective, will not have a material impact on the Company’s financial statements upon adoption.
| F-9 |
3. Derivative Financial Instruments
The Company adopted the provisions of ASC subtopic 825-10, Financial Instruments (“ASC 825-10”) on January 1, 2008. ASC 825-10 defines fair value as the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. When determining the fair value measurements for assets and liabilities required or permitted to be recorded at fair value, the Company considers the principal or most advantageous market in which it would transact and considers assumptions that market participants would use when pricing the asset or liability, such as inherent risk, transfer restrictions, and risk of non-performance. ASC 825-10 establishes a fair value hierarchy that requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value.
The following table provides a summary of changes in fair value of the Company’s Level 3 financial liabilities as of September 30, 2025:
Debt Derivative Liabilities | ||||
| Balance, December 31, 2024 | $ | |||
| Settlement of derivative liabilities | ( | ) | ||
| Balance, September 30, 2025 | $ | |||
Derivative Liabilities –The Company issued convertible promissory notes which are convertible into common stock, at holders’ option, at a discount to the market price of the Company’s common stock. The Company has identified the embedded derivatives related to these notes relating to certain anti-dilutive (reset) provisions. These embedded derivatives included certain conversion features. The accounting treatment of derivative financial instruments requires that the Company record fair value of the derivatives as of the inception date of debenture and to fair value as of each subsequent reporting date.
Based upon ASC 840-15-25 (EITF Issue 00-19, paragraph 11) the Company has adopted a sequencing approach regarding the application of ASC 815-40 to its outstanding convertible notes. Pursuant to the sequencing approach, the Company evaluates its contracts based upon earliest issuance date.
4. Note Receivable
On January 12, 2023, Inception Mining, Inc. (the “Company”) entered into a non-binding Letter of Intent (the “LOI”) with Mother Lode Mining, Inc. (“MLM”). The LOI became binding on January 24, 2023 when the final installment of initial payment set forth under the LOI was received by the Company. Pursuant to the terms of the LOI, the Company agreed to sell all of the shares of its wholly-owned subsidiary, Compañía Minera Cerros Del Sur, S.A. de C.V. (“CMCS”), to MLM. CMCS is the Honduran-based company that owns the Clavo Rico mine.
The
purchase price for the sale of CMCS by the Company to MLM consisted of the following cash consideration (a) $
| F-10 |
In
addition to the amounts already delivered under the LOI, an additional amount of $
The following table summarizes the note receivable of the Company as of September 30, 2025 and December 31, 2024:
| September 30, 2025 | December 31, 2024 | |||||||
| Note Receivable from Mother Load Mining, Inc. pursuant to a Letter of Intent dated effective January 12, 2023, in the original principal amount of $ | $ | $ | ||||||
| Less: Payments received | ||||||||
| Total Note Receivable outstanding | ||||||||
| Less: Allowance for Doubtful Note Receivable | ( | ) | ( | ) | ||||
| Total Note Receivable | $ | $ | ||||||
5. Solar Power Asset
On
July 7, 2025, BluSky AI Inc., entered into an Acquisition and Power Assignment Agreement with Digital Asset Medium, LLC (“DAM”),
a Wyoming limited liability company, whose managing member, Trent D'Ambrosio, is also the Company’s CEO. DAM assigned to the Company
its exclusive right to utilize solar and grid-interconnected power at a data center project located in the Milford area of Beaver County,
Utah. In exchange for the assignment of the Power Commitment in the Acquisition Agreement, the Company issued shares of its
restricted common stock to DAM. The solar
power asset was valued at $
6. Accounts Payable and Accrued Liabilities
Accounts payable and accrued liabilities at September 30, 2025 and December 31, 2024 consisted of the following:
| September 30, 2025 | December 31, 2024 | |||||||
| Accounts Payable | $ | $ | ||||||
| Deferred Salaries Payable | ||||||||
| Accrued Interest Payable | ||||||||
| Total Accrued Liabilities | $ | $ | ||||||
7. Notes Payable
Notes payable were comprised of the following as of September 30, 2025 and December 31, 2024:
| Notes Payable | September 30, 2025 | December 31, 2024 | ||||||
| Phil Zobrist | $ | $ | ||||||
| Antczak Polich Law LLC | ||||||||
| Total Notes Payable | ||||||||
| Less Short-Term Notes Payable | ( | ) | ( | ) | ||||
| Total Long-Term Notes Payable | $ | $ | ||||||
Phil
Zobrist – On January 11, 2013, the Company issued an unsecured Promissory Note to Phil Zobrist in the principal amount of $
| F-11 |
Antczak
Polich Law, LLC – On March 21, 2023, the Company issued an unsecured Promissory Note (“Note”) to Antczak
Polich Law, LLC (“Antczak”), in the principal amount of $
8. Notes Payable – Related Parties
Notes payable – related parties were comprised of the following as of September 30, 2025 and December 31, 2024:
| Notes Payable - Related Parties | Relationship | September 30, 2025 | December 31, 2024 | |||||||
| Cluff-Rich PC 401K | $ | $ | ||||||||
| Whit Cluff | ||||||||||
| Digital Asset Medium, LLC | ||||||||||
| Debra D’ambrosio | ||||||||||
| Francis E. Rich | ||||||||||
| Pine Valley Investments | ||||||||||
| Total Notes Payable - Related Parties | ||||||||||
| Less Short-Term Notes Payable - Related Parties | ( | ) | ( | ) | ||||||
| Total Long-Term Notes Payable - Related Parties | $ | $ | ||||||||
Cluff-Rich
PC 401K – On June 29, 2022, the Company issued an unsecured Short-Term Promissory Note to Cluff-Rich PC 401K in the principal
amount of
Digital
Asset Medium, LLC (Affiliate – Director) – On January 9, 2025, the Company formalized an unsecured Short-Term
Promissory Notes to Digital Asset Medium, LLC in principal amounts totaling $
D.
D’Ambrosio (Immediate Family Member of Director) – On January 1, 2023, there were six notes outstanding with outstanding
balance of the Notes of $
| F-12 |
D.
D’Ambrosio (Immediate Family Member of Director) –During June through September, 2024, the Company received funds in
the amount of $
D.
D’Ambrosio (Immediate Family Member of Director) –During October through December, 2024, the Company received funds in
the amount of $
D.
D’Ambrosio (Immediate Family Member of Director) –On January 1, 2025, the Company formalized an unsecured Short-Term
Promissory Notes to D. D’Ambrosio in principal amounts totaling $
On
September 24, 2025, the Company issued shares of common stock to D. D’Ambrosio valued at $
Francis
E. Rich –On January 1, 2023, there were two notes outstanding with outstanding balance of the Notes of $
Pine
Valley Investments, LLC –On January 1, 2023, there were three Notes outstanding with outstanding balance of the Notes of $
Whit
Cluff (Affiliate – Director) – On March 28, 2024, the Company issued an unsecured Short-Term Promissory Note to Cluff-Rich
PC 401K in the principal amount of $
9. Convertible Notes Payable
Convertible notes payable were comprised of the following as of September 30, 2025 and December 31, 2024:
| Convertible Notes Payable | September 30, 2025 | December 31, 2024 | ||||||
| 1800 Diagonal Lending | $ | $ | ||||||
| Total Convertible Notes Payable | ||||||||
| Less Unamortized Discount | ||||||||
| Total Convertible Notes Payable, Net of Unamortized Debt Discount | ||||||||
| Less Short-Term Convertible Notes Payable | ( | ) | ||||||
| Total Long-Term Convertible Notes Payable, Net of Unamortized Debt Discount | $ | $ | ||||||
| F-13 |
1800
Diagonal Lending LLC– On January 23, 2024, the Company issued an unsecured Convertible Promissory Note (“Note”)
to 1800 Diagonal Lending, LLC (“1800”), in the principal amount of $
1800
Diagonal Lending LLC– On May 3, 2024, the Company issued an unsecured Convertible Promissory Note (“Note”) to 1800
Diagonal Lending, LLC (“1800”), in the principal amount of $
On
January 9, 2025, the Company negotiated the settlement of both notes with the lender and agreed to pay $
Regulation
D Convertible Notes Payable – In August and September 2025, BluSky AI Inc. raised $
10. Operating Leases
The Company leases its corporate headquarters and administrative offices in Salt Lake City, Utah. This lease expired
in August 2024 and is now a month-to-month lease and thus is exempt from operating lease accounting under ASC 842. The
Company made cash payments of $
On
July 11, 2025, the Company entered into a Ground Lease with an Option to Purchase (the “Lease”) with Wild Mustang
Ventures LLC, a Wyoming limited liability company (the “Landlord”), through which the Company leased
The supplemental balance sheet information related to the operating lease for the periods is as follows:
| September 30, 2025 | December 31, 2024 | |||||||
| Operating leases | ||||||||
| Long-term right-of-use assets | $ | $ | ||||||
| Short-term operating lease liabilities | $ | $ | ||||||
| Long-term operating lease liabilities | ||||||||
| Total operating lease liabilities | $ | $ | ||||||
Maturities of the Company’s undiscounted operating lease liabilities are as follows:
| Year Ending | Operating Leases | |||
| 2025 | $ | |||
| 2026 | ||||
| 2027 | ||||
| 2028 | ||||
| 2029 | ||||
| Total lease payments | ||||
| Less: Imputed interest/present value discount | ( | ) | ||
| Present value of lease liabilities | $ | |||
The
Company incurred rent expense of $
11. Stockholders’ Deficit
Common Stock
The Company is authorized to issue shares of common stock with a par value of $ per share. As of September 30, 2025 and December 31, 2024, there were and shares of common stock issued and outstanding, respectively.
The
Company enacted a reverse stock split of
On
August 2, 2024, the Company issued restricted shares of Common Stock to 1800 Diagonal Lending LLC upon the conversion of $
| F-14 |
On
April 1, 2025, the Company issued restricted shares of Common Stock to an individual for services rendered at the market price
of $ per share for a total value of $
On
June 10, 2025, the Company issued restricted shares of Common Stock to five individuals for services rendered at the market
price of $ per share for a total value of $
On
June 24, 2025, the Company issued restricted shares of Common Stock to an individual for services rendered at the market price
of $ per share for a total value of $
On
July 7, 2025, BluSky AI Inc., entered into an Acquisition and Power Assignment Agreement with Digital Asset Medium, LLC (“DAM”),
a Wyoming limited liability company, whose managing member, Trent D'Ambrosio, is also the Company’s CEO (see Note 5). In exchange
for the assignment of the Power Commitment in the Acquisition Agreement, the Company issued
shares of its restricted common stock to DAM. The Company used
a large block stock valuation model to value this stock issuance, which resulted in a valuation of $
In August and September 2025, the Company issued shares of common stock at $ per share. See note 8 for more details.
On
September 4, 2025, the Company issued shares of common stock to five consultants per consulting agreements. These shares were
valued at $ per share and the Company recognized consulting fees of $
On
September 24, 2025, the Company issued shares of common stock to D. D’Ambrosio for the conversion of accrued interest of
$
On
September 30, 2025, the Company issued shares of common stock to Digital Asset Medium, LLC (“DAM”), a related entity,
for the conversion of accrued interest of $
On
September 30, 2025, the Company issued shares of common stock to a lender for the conversion of a note payable with a balance
of $
12. Related Party Transactions
Consulting
Agreement – In February 2014, the Company entered into a consulting agreement with stockholder/director Trent D’Ambrosio.
The Company agreed to pay $
Mr. Cluff currently serves as a director of the Company and has a separate agreement as a consultant of the Company effective as of October 2, 2015.
Employment
Agreements – The Company has an employment agreement with its chief executive officer, Trent D’Ambrosio. The employment
agreement was effective as of April 1, 2019 and provides for compensation of $
| F-15 |
Notes
Payable –The Company took one short-term note payable from Debra D’Ambrosio, an immediate family member related party
and one short-term note payable from Digital Asset Medium, LLC, an affiliate of a direct during the nine months ended September 30, 2025.
The Company received $
Accounts
Payable –Two officers/directors of the Company have been paying expenses for the Company on their personal credit cards. The
Company has recorded these expenses and accrued the amounts in accounts payable to the individuals. As of September 30, 2025, there is
$
Land
Lease Agreement – On July 11, 2025, the Company entered into a Ground Lease with an Option to Purchase (the “Lease”)
with Wild Mustang Ventures LLC, a Wyoming limited liability company (the “Landlord”), through which the Company leased
On June 10, 2025, the Company issued restricted shares of Common Stock to Trent D’Ambrosio for services rendered at the market price of $ per share for a total value of $.
On June 10, 2025, the Company issued restricted shares of Common Stock to Whit Cluff for services rendered at the market price of $ per share for a total value of $.
13. Commitments and Contingencies
On July 11, 2025, BluSky AI Inc, (the “Company”) entered into an Acquisition and Power Assignment Agreement (the “Acquisition Agreement”) with Digital Asset Management, LLC (“DAM”), a Wyoming limited liability company, through which DAM assigned to the Company its exclusive right to utilize of solar and grid-interconnected power (the “Power Commitment”), for the operational life of Buyer’s data center project located in the Milford area of Beaver County, Utah (the “Project”). The term of the Acquisition Agreement is the length of the Project. In exchange for the assignment of the Power Commitment in the Acquisition Agreement, the Company issued shares of its restricted common stock to DAM. The shares have been recorded at par of $ there are additional agreements that need to be completed to finalize the transaction. Including additional terms and conditions for use, a system impact study and an “energy services agreement” from the local provider. The final valuation can’t be established at this time since there isn’t a final measurement date. Since this is an entity under common control, the power rights will be recorded at its historical value.
Litigation
The Company at times is subject to other legal proceedings that arise in the ordinary course of business. The following is a summary of pending or threatened lawsuits that could reasonably be expected to have a material effect on the results of operations of the Company.
March
4, 2024, the Company filed a complaint against Mother Lode Mining, Inc., a Canadian company, and Robert Salna (the “Defendants”),
alleging an amount of not less than $
In the opinion of management, as of September 30, 2025, the amount of ultimate liability with respect to such matters, if any, may be likely to have a material impact on the Company’s business, financial position, results of operations or liquidity. However, as the outcome of litigation and other claims is difficult to predict significant changes in the estimated exposures could exist.
On
September 22, 2023, the Company entered into a consulting agreement with William McCluskey. This agreement requires the Company to pay
$
14. Subsequent Events
Management has evaluated subsequent events, in accordance with ASC 855, “Subsequent Events,” through the date which the financial statements were available to be issued and there are no material subsequent events, except as noted below.
On October 15, 2025, BluSky AI Inc. raised $
On October 31, 2025, the Company issued shares of common stock to a consultant per the consulting agreement.
On
October 15, 2025, BluSky AI Inc. raised $
On November 9, 2025, BluSky AI Inc. raised $
On December 15, 2025, the Company issued shares of common stock to a consultant per the consulting agreement.
| F-16 |
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Forward Looking Statements
The statements contained in the following MD&A and elsewhere throughout this Quarterly Report on Form 10-Q, including any documents incorporated by reference, that are not historical facts, including statements about our beliefs and expectations, are “forward-looking statements” within the meaning of the U.S. Private Securities Litigation Reform Act of 1995. Forward-looking statements include statements preceded by, followed by or that include the words “may,” “could,” “would,” “should,” “believe,” “expect,” “anticipate,” “plan,” “estimate,” “target,” “project,” “intend” and similar words or expressions. In addition, any statements that refer to expectations, projections, or other characterizations of future events or circumstances are forward-looking statements.
These forward-looking statements, which reflect our management’s beliefs, objectives, and expectations as of the date hereof, are based on the best judgement of our management. All forward-looking statements speak only as of the date on which they are made. Such forward-looking statements are subject to certain risks, uncertainties and assumptions relating to factors that could cause actual results to differ materially from those anticipated in such statements, including, without limitation, the following: economic, social and political conditions, global economic downturns resulting from extraordinary events such as the COVID-19 pandemic and other securities industry risks; interest rate risks; liquidity risks; credit risk with clients and counterparties; risk of liability for errors in clearing functions; systemic risk; systems failures, delays and capacity constraints; network security risks; competition; reliance on external service providers; new laws and regulations affecting our business; net capital requirements; extensive regulation, regulatory uncertainties and legal matters; failure to maintain relationships with employees, customers, business partners or governmental entities; the inability to achieve synergies or to implement integration plans and other consequences associated with risks and uncertainties detailed in our filings with the SEC, including our most recent filings on Forms 10-K and 10-Q.
We caution that the foregoing list of factors is not exclusive, and new factors may emerge, or changes to the foregoing factors may occur, that could impact our business. We undertake no obligation to publicly update or revise these statements, whether as a result of new information, future events or otherwise, except to the extent required by the federal securities laws.
This discussion should be read in conjunction with our financial statements on our 2024 Form 10-K, and our financial statements and the notes thereto contained elsewhere in this Quarterly Report on Form 10-Q.
Introduction to Interim Financial Statements.
The interim financial statements included herein have been prepared by BluSky AI Inc. (“BluSky AI” or the “Company”) without audit, pursuant to the rules and regulations of the Securities and Exchange Commission (the “Commission”). Certain information and footnote disclosure normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America (“US GAAP”) have been condensed or omitted pursuant to such rules and regulations, although the Company believes that the disclosures are adequate to make the information presented not misleading. These interim financial statements should be read in conjunction with the financial statements and notes thereto included in this filing.
In the opinion of management, all adjustments have been made consisting of normal recurring adjustments and consolidating entries, necessary to present fairly the financial position of the Company and subsidiaries as of September 30, 2025, the results of its statements of operations for the three and nine-month periods ended September 30, 2025 and 2024, and its cash flows for the nine-month periods ended September 30, 2025 and 2024. The results of operations for the interim periods are not necessarily indicative of the results for the full year.
The preparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect certain reported amounts and disclosures. Accordingly, actual results could differ from those estimates.
| 3 |
Overview and Plan of Operation
Overview
BluSky AI Inc., is a pioneering company in AI-driven data center solutions, combining innovation with regulatory compliance and sustainability. The Company is a modular data center provider focused on high-performance computing infrastructure, strategic site selection, and operational risk management and specializing in artificial intelligence (AI) and as a Neocloud Provider. The company is dedicated to delivering state-of-the-art infrastructure and solutions tailored to meet the demands of modern AI applications and computational workloads. The Company operates with a focus on innovation, scalability, and environmental sustainability.
Previously known as Inception Mining Inc., the company underwent a significant transformation and rebranding in March 2025 to align with its new strategic direction. This change reflects BluSky AI Inc.’s commitment to advancing technology and providing unparalleled services in the data center industry. The Company is headquartered in Salt Lake City, Utah, BluSky AI Inc.
Historically, we have operated within the mining industry, serving as a consultant to mining companies and as an operator of a mine engaged in the production of precious metals. On January 12, 2023, the Company entered into an agreement through which the Company divested its ownership interest in the Clavo Rico mine, resulting in the transfer of operations to Mother Lode Mining and full control of the Clavo Rico mine asset.
Current Operations
BluSky AI Operations
Since March 1, 2025, the Company has focused its operations on artificial intelligence compute infrastructure and participating in the dynamic and expanding AI industry. The Company has plans to grow its AI operations organically within the Company. BluSky AI was established by drawing on extensive industry expertise, insights from outside experts, and a careful evaluation of current conditions in the data center markets. The innovative concept is built around a modular design that leverages existing power infrastructure. BluSky AI plans to develop multiple data center sites across various U.S. jurisdictions, with artificial intelligence (AI) focus, specifically targeting facilities with the ability to develop power capacity or utilize existing power capacities. This strategy enables a faster time to market, scalable deployment, and a cost-effective approach that meets the evolving needs of the data center market.
BluSky AI is revolutionizing the artificial intelligence compute landscape by addressing the immediate global supply shortage with a cutting-edge, turnkey solution. Our strategy centers on rapidly deployable, plug-and-play, modular compute centers on powered land assets—sites that already possess permitted energy infrastructure. This approach not only accelerates time to market but also itends to positions BluSky AI as a premier AI compute infrastructure provider dedicated to meeting the surging demand for advanced AI services.
Results of Operations
Three months ended September 30, 2025 compared to the three months ended September 30, 2024
We had a net loss of $2,633,232 for the three-month period ended September 30, 2025, and a net loss of $279,946 for the three-month period ended September 30, 2024. This change in our results over the two periods is primarily the result of an increase in consulting expense, the change in the derivative liabilities, the increase in the loss on extinguishment of debt and an increase in interest expense. The following table summarizes key items of comparison and their related increase (decrease) for the three-month periods ended September 30, 2025 and 2024:
| Three Months Ended | Increase/ | |||||||||||
| September 30, 2025 | September 30, 2024 | (Decrease) | ||||||||||
| General and Administrative | $ | 504,153 | $ | 109,742 | $ | 394,411 | ||||||
| Depreciation and Amortization Expenses | - | 182 | (182 | ) | ||||||||
| Total Operating Expenses | 504,153 | 109,924 | 394,229 | |||||||||
| Loss from Operations | (504,153 | ) | (109,924 | ) | (394,229 | ) | ||||||
| Interest Income | 4,555 | - | 4,555 | |||||||||
| Change in Derivative Liabilities | - | (139,472 | ) | 139,472 | ||||||||
| Loss on Extinguishment of Debt | (2,101,978 | ) | (13,043 | ) | (2,088,935 | ) | ||||||
| Interest Expense | (31,656 | ) | (17,507 | ) | (14,149 | ) | ||||||
| Loss from Operations Before Taxes | (2,633,232 | ) | (279,946 | ) | (2,353,286 | ) | ||||||
| Provision for Income Taxes | - | - | - | |||||||||
| Net Loss | $ | (2,633,232 | ) | $ | (279,946 | ) | $ | (2,353,286 | ) | |||
| 4 |
General and administrative expenses increased for the three-month period ended September 30, 2025 because of an increase in consulting, legal and investor relations expenses, compared to the three-month period ended September 30, 2024.
Changes in derivative liabilities was due to the elimination of the derivative liabilities in the current year that was reported under the gain on extinguishment of debt in the first three months of the 2025 fiscal year.
Interest expense increased for the three-month period ended September 30, 2025 because of the interest expense related to additions to notes from related parties.
Nine months ended September 30, 2025 compared to the Nine months ended September 30, 2024
We had net loss of $4,014,763 for the nine-month period ended September 30, 2025, and a net loss of $1,039,455 for the nine-month period ended September 30, 2024. This change in our results over the two periods is primarily the result of an increase in consulting expense, the increase in the loss on extinguishment of debt and the elimination of derivative liabilities during the current period. The following table summarizes key items of comparison and their related increase (decrease) for the three-month periods ended September 30, 2025 and 2024:
| Nine Months Ended | Increase/ | |||||||||||
| September 30, 2025 | September 30, 2024 | (Decrease) | ||||||||||
| General and Administrative | $ | 2,191,447 | $ | 369,917 | $ | 1,821,530 | ||||||
| Depreciation and Amortization Expenses | - | 544 | (544 | ) | ||||||||
| Total Operating Expenses | 2,191,447 | 370,461 | 1,820,986 | |||||||||
| Loss from Operations | (2,191,447 | ) | (370,461 | ) | (1,820,986 | ) | ||||||
| Other Income (expense) | 96 | - | 96 | |||||||||
| Interest Income | 4,555 | - | 4,555 | |||||||||
| Change in Derivative Liabilities | 186,542 | (90,436 | ) | 276,978 | ||||||||
| Initial Derivative Expense | - | (193,582 | ) | 193,582 | ||||||||
| Loss on Extinguishment of Debt | (1,949,847 | ) | (13,043 | ) | (1,936,804 | ) | ||||||
| Interest Expense | (64,662 | ) | (371,933 | ) | 307,271 | |||||||
| Loss from Operations Before Taxes | (4,014,763 | ) | (1,039,455 | ) | (2,975,308 | ) | ||||||
| Provision for Income Taxes | - | - | - | |||||||||
| Net Loss | $ | (4,014,763 | ) | $ | (1,039,455 | ) | $ | (2,975,308 | ) | |||
General and administrative expenses increased for the nine-month period ended September 30, 2025 because of higher consulting and investor relations expenses, compared to the nine-month period ended September 30, 2024.
Changes in derivative liabilities was because of the elimination of the derivative liabilities in the current year that was reported under the gain on extinguishment of debt.
Interest expense decreased in 2025 because of the interest expense related to settled notes was lower and the decrease of amortization of existing debt discounts.
| 5 |
Liquidity and Capital Resources
Our balance sheet as of September 30, 2025 reflects assets of $1,696,470. We had cash in the amount of $1,295,261 and working capital deficit in the amount of $1,922,014 as of September 30, 2025. Thus, we do not have sufficient working capital to enable us to carry out our stated plan of operation for the next twelve months.
Working Capital
| September 30, 2025 | December 31, 2024 | |||||||
| Current assets | $ | 1,381,776 | $ | - | ||||
| Current liabilities | 3,303,790 | 3,346,850 | ||||||
| Working capital deficit | $ | (1,922,014 | ) | $ | (3,346,850 | ) | ||
We anticipate generating losses and, therefore, may be unable to continue operations in the future, if we don’t acquire additional capital and issue debt or equity or enter into a strategic arrangement with a third party.
Going Concern Consideration
As reflected in the accompanying unaudited condensed financial statements, the Company and has an accumulated deficit of $33,878,127. In addition, there is a working capital deficit of $1,922,014 as of September 30, 2025. This raises substantial doubt about its ability to continue as a going concern. The ability of the Company to continue as a going concern is dependent on the Company’s ability to raise additional capital and implement its business plan. The financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.
| Nine Months Ended | ||||||||
| September 30, 2025 | September 30, 2024 | |||||||
| Net Cash Provided by (Used in) Operating Activities | $ | (680,923 | ) | $ | (64,288 | ) | ||
| Net Cash Provided by (Used in) Investing Activities | - | - | ||||||
| Net Cash Provided by (Used in) Financing Activities | 1,976,184 | 64,286 | ||||||
| Net Increase (Decrease) in Cash | $ | 1,295,261 | $ | (2 | ) | |||
Operating Activities
Net cash flow used in operating activities during the nine months ended September 30, 2025 was $680,923, an increase of $616,635 from the $64,288 net cash used during the nine months ended September 30, 2024. This increase in the cash used in operating activities was primarily due to the increase in net loss for 2025 that used more cash from operations for the period.
Investing Activities
Investing activities during the nine months ended September 30, 2025 provided $0, a decrease of $0 from the $0 provided by investing activities during the nine months ended September 30, 2024.
Financing Activities
Financing activities during the nine months ended September 30, 2025 provided cash of $1,976,184, an increase of $1,911,898 from the $64,286 provided by financing activities during the nine months ended September 30, 2024. During the nine months ended September 30, 2025, the Company received $362,906 in proceeds from notes payable - related parties and $1,735,000 in proceeds from convertible notes payable and made $121,722 in payments on notes payable – related parties.
| 6 |
Critical Accounting Policies
Our financial statements and accompanying notes are prepared in accordance with generally accepted accounting principles used in the United States. Preparing financial statements requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue, and expenses. These estimates and assumptions are affected by management’s application of accounting policies. We believe that understanding the basis and nature of the estimates and assumptions involved with the following aspects of our financial statements is critical to an understanding of our financials.
BluSky AI Inc. (“the Company”) is a publicly traded, development-stage enterprise specializing in the design, deployment, and operation of prefabricated modular data centers that deliver GPU-as-a-Service (“GPUaaS”) infrastructure. Operating within the emerging NeoCloud sector, the Company is focused on scalable, energy-optimized compute solutions for AI-native and enterprise customers. As of the reporting date, the Company is pre-revenue and actively evaluating multiple development sites across diverse regulatory and utility jurisdictions.
The preparation of the Company’s condensed consolidated financial statements in accordance with U.S. generally accepted accounting principles (“GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, expenses, and related disclosures. These estimates are based on historical experience, current conditions, and various other factors that management believes to be reasonable under the circumstances. Actual results may differ materially from these estimates. The Company considers the following accounting policies and estimates to be critical to the understanding of its financial statements:
1. Income (Loss) per Common Share
Basic net income (loss) per common share is computed by dividing net income (loss), less the preferred stock dividends, by the weighted average number of common shares outstanding. Dilutive income (loss) per share includes any additional dilution from common stock equivalents, such as stock options and warrants, and convertible instruments, if the impact is not antidilutive. 0 and 1,027,273 common share equivalents have been excluded from the diluted loss per share calculation for the nine-month periods ended September 30, 2025 and 2024, respectively, because it would be anti-dilutive.
2. Convertible Instruments and Embedded Features
The Company has issued convertible notes with features such as mandatory conversion triggers and variable conversion prices. These instruments are assessed, Debt with Conversion and Other Options, and, Derivatives and Hedging, to determine whether embedded features require bifurcation and separate accounting. Fair value estimates of such features, when applicable, are based on inputs and require significant judgment regarding volatility, discount rates, and probability-weighted outcomes.
3. Fair Value Measurements
The Company applies, Fair Value Measurement, in the valuation of non-cash transactions, including equity issuances and debt conversions. Given the Company’s pre-revenue status and limited trading history, observable market inputs may be supplemented with internal valuation models to estimate the fair value of common stock and other instruments. These estimates impact the recognition of stock-based compensation, extinguishment of debt, and other equity-linked transactions.
4. Stock-Based Compensation
The Company will account for stock-based compensation in accordance with, Compensation—Stock Compensation. The fair value of equity awards granted to employees, directors, and consultants is estimated on the grant date using the Black-Scholes option pricing model or other appropriate valuation techniques. Key assumptions include expected volatility, risk-free interest rate, expected term, and forfeiture rates. As a public company, the Company uses its own trading history to estimate volatility, supplemented by peer data where appropriate.
5. Going Concern Assessment
In accordance, Presentation of Financial Statements—Going Concern, the Company evaluates whether there are conditions or events that raise substantial doubt about its ability to continue as a going concern within one year from the issuance of the financial statements. This assessment includes consideration of available cash, committed financing, anticipated capital raises, and the timing of potential revenue-generating deployments. Management has concluded that, while the Company is pre-revenue, its current capital structure and financing plans support its ability to continue operations for the foreseeable future.
Recent Accounting Pronouncements
For recent accounting pronouncements, please refer to the notes to financial statements in Part I, Item 1 of this Quarterly Report.
Off-Balance Sheet Arrangements
The Company does not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on the Company’s financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to investors.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
As a smaller reporting company, we are not required to include disclosures under this item.
ITEM 4. CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures
We maintain disclosure controls and procedures that are designed to ensure that material information required to be disclosed in our periodic reports filed under the Securities Exchange Act of 1934, as amended, or 1934 Act, is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms and to ensure that such information is accumulated and communicated to our management, including our chief executive officer and chief financial officer as appropriate, to allow timely decisions regarding required disclosure. We carried out an evaluation, under the supervision and with the participation of our management, including the principal executive officer and the principal financial officer (principal financial officer), of the effectiveness of the design and operation of our disclosure controls and procedures, as defined in Rule 13(a)-15(e) under the 1934 Act, as of the end of the period covered by this report. Based on this evaluation, because of the Company’s limited resources and limited number of employees, management concluded that our disclosure controls and procedures were not effective as of September 30, 2025.
Changes in Internal Control Over Financial Reporting
There have been no changes in our internal control over financial reporting that occurred during the period covered by this Quarterly Report that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
| 7 |
PART II – OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
From time to time, we may become involved in various lawsuits and legal proceedings which arise in the ordinary course of business. However, litigation is subject to inherent uncertainties and an adverse result in these or other matters may arise from time to time that may harm our business. Except as set forth below, we are currently not aware of any such pending or threatened legal proceedings or claims that we believe will have a material adverse effect on our business, financial condition or operating results.
March 4, 2024, the Company filed a complaint against Mother Lode Mining, Inc., a Canadian company, and Robert Salna (the “Defendants”), alleging an amount of not less than $2,237,800 (plus interest, additional costs and attorneys’ fees) due from Defendants as a result of their breach of their obligations and duties arising from the sale of Compañía Minera Cerros Del Sur, S.A. de C.V. in 2023 (the “Sale”). In the complaint, filed in the United States District Court for the District of Utah, Central Division, the Company asserts claims related to alleged breach of contract and unjust enrichment against the Defendants, and seeks a monetary judgment and an award of attorneys’ fees and other expenses. The complaint arises from the Defendants’ failure to convey agreed-upon consideration to the Company as contracted for the sale of CMCS. The Company was able to effect service of process on Mother Lode Mining, Inc. through Alternative Service and litigation has proceeded since that time. On May 2, 2025, Mother Lode Mining filed a Motion to Dismiss for Failure to State a Claim against the Company, and the Company disputes the premise of their argument. The Company continues to pursue the lawsuit aggressively.
ITEM 1A. RISK FACTORS
As a smaller reporting company, we are not required to include disclosure under this item. We refer readers to our Form 10-K for additional risk factor disclosures.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
Issuance of Common Stock
The Company has claimed exemption from registration under the Securities Act for the sales and issuances of securities in the following transactions under Section 4(a)(2) and 3(a)(9) of the Securities Act and/or Regulation D promulgated thereunder, in that such sales and issuances did not involve a public offering, as the shareholders were accredited and/or financially sophisticated and had adequate access, through business or other relationships, to information about the Company, and the sales did not involve a public offering of securities or any general solicitation or under Rule 701 promulgated under the Securities Act, in that they were offered and sold either pursuant to written compensatory plans or pursuant to a written contract relating to compensation.
On July 7, 2025, the Company issued 20,000,000 shares of common stock to Digital Asset Medium, LLC (“DAM”), a related entity, pursuant to an agreement dated July 7, 2025.
In August and September 2025, the Company issued promissory notes to investors in the aggregate amount of $1,735,000 through a Regulation D offering to thirteen lenders. On September 23, 2025, these notes were converted into 433,750 shares of common stock at $4.00 per share pursuant to a mandatory conversion feature of the notes.
On September 4, 2025, the Company issued 25,500 shares of common stock to five consultants per consulting agreements at $6.00 per share.
On September 24, 2025, the Company issued 9,408 shares of common stock to Debra D’Ambrosio for the conversion of accrued interest of $47,042 at $5.00 per share. The shares were valued at $5.50 per share and the Company recognized a loss on conversion of debt of $4,702.
On September 30, 2025, the Company issued 13,007 shares of common stock to DAM, a related entity, for the conversion of accrued interest of $29,129 and accounts payable of $35,908 at $5.00 per share. The shares were valued at $5.98 per share and the Company recognized a loss on conversion of debt of $12,745.
On September 30, 2025, the Company issued 11,000 shares of common stock to a lender for the conversion of a note payable $55,000 at $5.00 per share. The shares were valued at $5.98 per share and the Company recognized a loss on conversion of debt of $10,780.
| 8 |
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None.
ITEM 4. MINE SAFETY DISCLOSURES
Not applicable as the Company conducts no mining operations in the U.S. or its territories.
ITEM 5. OTHER INFORMATION
On August 26, 2025 (the “Execution Date”), BluSky AI, Inc. (the “Company”) entered into a Contract to Buy and Sell Real Estate (Land) (the “Agreement”) with Snowy River Ranches, LLC (“SRR”). The Agreement sets forth the terms through which the Company will acquire 36.06 acres in Walsenberg, Colorado, including the Purchase Price ($248,000), Earnest Money ($10,000) Due Diligence deadlines, Closing Date and other items.
| 9 |
ITEM 6. EXHIBITS
* |
Filed herewith. |
| + | Employment Agreement |
| (1) | Incorporated by reference from Form SB-2 filed with the SEC on October 31, 2007. |
| (2) | Incorporated by reference from Form 8-K filed with the SEC on March 10, 2010. |
| (3) | Incorporated by reference from Form 8-K filed with the SEC on June 28, 2010. |
| (4) | Incorporated by reference from Form 10-Q filed with the SEC on May 20, 2013. |
| (5) | Incorporated by reference from the Form S-1 filed with the SEC on June 2, 2019. |
| (6) | Incorporated by reference from the Form 8-K filed with the SEC on January 25, 2023. |
| (7) | Incorporated by reference from the Form 8-K filed with the SEC on February 8, 2023. |
| (8) | Incorporated by reference from the Form 8-K filed with the SEC on September 2, 2025. |
| 10 |
SIGNATURES
Pursuant to the requirements 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.
| BLUSKY AI INC. | ||
| Date: February 5, 2026 | By: | /s/ Trent D’Ambrosio |
| Name: | Trent D’Ambrosio | |
| Title: | Chief Executive Officer (Principal Executive Officer) | |
| Chief Financial Officer (Principal Financial and Accounting Officer) | ||
| 11 |