BSAI

We rely on the existing U.S. energy grid.
Additionally, there are risks related to the U.S. energy grid.
We operate in a highly competitive and growing market.
BluSky AI operates in a highly competitive data center market that is rapidly evolving in response to the growing demand for AI computing, particularly GPU on-demand services.
Since our inception in 2007, we have incurred operating losses.
As of December 31, 2025, our accumulated deficit since inception was $34,378,880.
We have substantial current obligations and at December 31, 2025, we had $3,416,051 of current liabilities as compared to $1,122,661 of current assets.
During the year ending December 31, 2025, we have been able to raise minimal capital, and we have minimal cash on hand.
Accordingly, the Company does not have sufficient cash resources or current assets to pay its current obligations, and we have been meeting many of our obligations through the issuance of our common stock to our employees, consultants, and advisors as payment for goods and services.
These circumstances raise substantial doubt about our ability to continue as a going concern, which is further described in an explanatory paragraph to our independent registered public accounting firm’s report on our audited financial statements as of and for the year ended December 31, 2025.
We face advanced security requirements and risks due to cybersecurity and data protection regulations.
Although BluSky AI leverages quantum encryption to enhance data protection, the integration of such advanced security measures is not without risk.
In their audit opinion issued in connection with our consolidated balance sheets as of December 31, 2025, and our related consolidated statements of operations and comprehensive loss, stockholders’ deficit, and cash flows for the year ended December 31, 2025, our auditors have expressed substantial doubt about our ability to continue as a going concern given our recurring net losses, negative cash flows from operations and the limited amount of funds on our balance sheet.
Our common stock is quoted on the OTCID Basic Market tier of the OTC Link ATS (alternative trading system), the over-the-counter markets administered by OTC Markets Group, Inc., under the symbol “BSAI,” but the common stock is currently not eligible for proprietary broker-dealer quotations.
Moreover, the Over-the-Counter markets are not a stock exchange, and trading of securities on the over-the-counter markets is often more sporadic than the trading of securities listed on other stock exchanges such as the NASDAQ Stock Market, NYSE American stock exchange.
Our shares have recently been classified as penny stocks and are covered by Section 15(g) of the Securities Exchange Act of 1934 (the “Exchange Act”) which imposes additional sales practice requirements on broker-dealers who sell our securities in this offering or in the aftermarket.
Federal legislation, including the Sarbanes-Oxley Act of 2002 and the Jumpstart our Business Startups Act of 2012, among others, has resulted in the adoption of various corporate governance measures designed to promote the integrity of the corporate management and the securities markets.
We have not yet adopted any of these corporate governance measures and, since our securities are not listed on a national securities exchange or NASDAQ, we are not required to do so.

Gone since FY2024

We rely on the existing U.S. energy grid Additionally, there are risks related to the U.S. energy grid.
We operate in a highly competitive and growing market BluSky AI operates in a highly competitive data center market that is rapidly evolving in response to the growing demand for AI computing, particularly GPU on-demand services.
Since our inception in 2007 and until the Merger in 2015, we had nominal operations and incurred operating losses.
As of December 31, 2024, our accumulated deficit since inception was $29,863,364.
We have substantial current obligations and at December 31, 2024, we had $3,346,850 of current liabilities compared to $0 of current assets.
Since inception, we have been able to raise only minimal additional capital, and we have minimal cash on hand.
Accordingly, the Company does not have sufficient cash resources or current assets to pay its current obligations, and we have been meeting many of our obligations through the issuance of our common stock to our employees, consultants, and advisors as payment for the goods and services.
These circumstances raise substantial doubt about our ability to continue as a going concern as described in an explanatory paragraph to our independent registered public accounting firm’s report on our audited financial statements as of and for the year ended December 31, 2024.
We face advanced security requirements and risks due to cybersecurity and data protection regulations.: Although BluSky AI leverages quantum encryption to enhance data protection, the integration of such advanced security measures is not without risk.
In their audit opinion issued in connection with our consolidated balance sheets as of December 31, 2024 and our related consolidated statements of operations and comprehensive loss, stockholders’ deficit, and cash flows for the year ended December 31, 2024, our auditors have expressed substantial doubt about our ability to continue as a going concern given our recurring net losses, negative cash flows from operations and the limited amount of funds on our balance sheet.
Our common stock is quoted on the OTC Pink tier of the over-the-counter markets administered by OTC Markets Group, Inc. under the symbol “BSAI”.
Moreover, the Over-the-Counter markets are not a stock exchange, and trading of securities on the over the counter markets is often more sporadic than the trading of securities listed on other stock exchanges such as the NASDAQ Stock Market, New York Stock Exchange or American Stock Exchange.
Our shares are classified as penny stocks and are covered by Section 15(g) of the Securities Exchange Act of 1934 (the “Exchange Act”) which imposes additional sales practice requirements on broker-dealers who sell our securities in this offering or in the aftermarket.
Recent federal legislation, including the Sarbanes-Oxley Act of 2002 and the Jumpstart our Business Startups Act of 2012, among others, has resulted in the adoption of various corporate governance measures designed to promote the integrity of the corporate management and the securities markets.
While our Board of Directors has adopted a Code of Ethics and Business Conduct, we have not yet adopted any of these corporate governance measures and, since our securities are not listed on a national securities exchange or NASDAQ, we are not required to do so.

Sentence-level comparison of Item 1A in the two most recent 10-Ks (FY2024 ↗, FY2025 ↗). A reworded sentence counts as one dropped and one added, so heavy edits read as low “kept”. Headings and page furniture are stripped; nothing is summarised by a model.

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