AI Technology Group's Losses Mount Amid Leadership Shake-Up, Acquisition Push

Ticker: AIPG · Form: 10-Q/A · Filed: Nov 20, 2025 · CIK: 1289047

Sentiment: bearish

Topics: Going Concern, No Revenue, Net Loss, Related Party Transactions, Change in Control, Proposed Acquisition, Penny Stock, Development Stage Company, Working Capital Deficit

TL;DR

**AIPG is a cash-burning shell company with no revenue, relying on related-party loans, making it a speculative gamble on a highly uncertain future acquisition.**

AI Summary

AI Technology Group Inc. (AIPG) reported no revenue for the three and nine months ended September 30, 2025, continuing its development-stage status. The company incurred a net loss of $29,628 for the three months ended September 30, 2025, a significant increase from the $750 net loss in the same period of 2024. For the nine months ended September 30, 2025, the net loss was $33,889, up from $1,962 in the prior year, primarily due to increased general and administrative expenses including $13,800 in accounting fees and $7,500 in consulting fees. AIPG's working capital deficit expanded to $75,176 as of September 30, 2025, from $41,287 at December 31, 2024. A significant change in control occurred on July 29, 2025, with Mr. Marcus Johnson acquiring 78.85% of common stock and assuming roles as Director, CEO, and CFO. The company also disclosed a proposed acquisition of AVM Biotechnology Inc. and issued 27,958,695 restricted common shares to Biomed360 Solutions Corp. on October 7, 2025, as part of a definitive agreement. The company's ability to continue as a going concern is dependent on raising additional capital through private placements and related party advances.

Why It Matters

This filing reveals a company in a precarious financial state, operating without revenue and relying on related-party financing, which is a red flag for investors. The significant increase in net loss and the expanding working capital deficit highlight severe liquidity challenges, raising substantial doubt about its going concern status. The change in control and proposed acquisition of AVM Biotechnology Inc. and issuance of shares to Biomed360 Solutions Corp. signal a strategic pivot, but the lack of revenue and heavy reliance on external funding make the success of these ventures highly uncertain. Competitively, AIPG is far from generating value, making it a high-risk proposition in the rapidly evolving AI and biotech sectors.

Risk Assessment

Risk Level: high — The company has generated no revenues since inception and incurred operating losses of $4,388,733, with a working capital deficit of $75,176 as of September 30, 2025. Auditors have issued a 'going concern' opinion, indicating substantial doubt about its ability to continue operations without significant additional capital.

Analyst Insight

Investors should exercise extreme caution and avoid AIPG stock given its lack of revenue, significant losses, and 'going concern' warning. Any investment would be highly speculative, betting solely on the success of future, unproven acquisitions and capital raises.

Financial Highlights

debt To Equity
N/A
revenue
$0
operating Margin
N/A
total Assets
$989
total Debt
$76,165
net Income
-$33,889
eps
$0.00
gross Margin
N/A
cash Position
N/A
revenue Growth
N/A

Revenue Breakdown

SegmentRevenueGrowth
Total Revenue$0N/A

Key Numbers

Key Players & Entities

FAQ

What were AI Technology Group Inc.'s revenues for the quarter ended September 30, 2025?

AI Technology Group Inc. (AIPG) reported no revenue for the three months ended September 30, 2025, continuing its trend of not generating income from operations.

What was the net loss for AI Technology Group Inc. for the nine months ended September 30, 2025?

For the nine months ended September 30, 2025, AI Technology Group Inc. (AIPG) reported a net loss of $33,889, a significant increase from the $1,962 net loss in the same period of 2024.

Did AI Technology Group Inc. experience a change in control recently?

Yes, a change in control occurred on July 29, 2025, when Mr. Wan Jia Lin and Ms. Yuanmei Lin sold 1,264,234 shares (78.85%) to a company controlled by Mr. Marcus Johnson, who was subsequently appointed Director, CEO, and CFO.

What is the 'going concern' warning for AI Technology Group Inc.?

AI Technology Group Inc.'s auditors issued a 'going concern' opinion, indicating substantial doubt about the company's ability to continue operations for the next twelve months due to no revenues, accumulated losses of $4,388,733, and a working capital deficit of $75,176.

What is AI Technology Group Inc.'s strategy for funding its operations?

AI Technology Group Inc. intends to fund its business through private placements and advances from related parties, as it currently has no substantial revenues and requires additional capital to meet ongoing obligations.

What is the status of AI Technology Group Inc.'s proposed acquisition?

AI Technology Group Inc. entered a definitive agreement on August 1, 2025, to acquire AVM Biotechnology Inc. and has already issued 27,958,695 restricted common shares to Biomed360 Solutions Corp. on October 7, 2025, as part of this agreement, though the AVM transaction is not yet closed.

How much does AI Technology Group Inc. owe to related parties?

As of September 30, 2025, AI Technology Group Inc. owed $67,375 to the previous CEO. Subsequently, as of November 14, 2025, the company owed $80,299 to its current President.

What was the primary business purpose of AI Technology Group Inc. at its incorporation?

AI Technology Group Inc., originally incorporated as Bedini Technology, Inc. on September 29, 1999, had the primary business purpose of undertaking research and development related to an electromagnetic motor.

Why did AI Technology Group Inc. file an amended 10-Q/A?

AI Technology Group Inc. filed this amended Quarterly Report on Form 10-Q/A solely to comply with Section 12(g) under the Securities Exchange Act of 1934, specifically to indicate on the cover page that the Company is a non-shell company.

What were the main drivers of the increased operating expenses for AI Technology Group Inc.?

The increased operating expenses for AI Technology Group Inc. for the nine months ended September 30, 2025, were primarily driven by $13,800 in accounting fees, $7,500 in consulting fees, and $7,955 in OTC fees.

Risk Factors

Industry Context

AI Technology Group Inc. operates in a highly competitive and rapidly evolving technology sector. The company's focus on research and development, particularly in its historical area of electromagnetic motors, places it in a niche that requires significant capital investment and innovation. The broader AI and biotech industries are characterized by substantial funding rounds, strategic partnerships, and frequent M&A activity, but also by high failure rates for early-stage companies.

Regulatory Implications

As a development-stage company, AIPG faces scrutiny regarding its financial disclosures and its ability to achieve commercial viability. The issuance of a large number of restricted shares and the proposed acquisition could trigger specific SEC reporting requirements. The company's reliance on private placements and related party advances for funding also necessitates transparency and adherence to securities regulations.

What Investors Should Do

  1. Monitor future capital raises closely: AIPG's going concern status is heavily reliant on its ability to secure additional funding. Investors should track the success and terms of any private placements or related party advances.
  2. Evaluate the progress of the AVM Biotechnology acquisition: The outcome of this proposed acquisition is critical for AIPG's future strategic direction and potential revenue streams. Investors should look for updates on closing conditions and timelines.
  3. Assess management's execution capabilities: With a recent change in control and new leadership, investors should evaluate the management team's ability to navigate the company through its development phase and execute its strategic plans.
  4. Understand the impact of share issuances: The recent issuance of 27,958,695 restricted shares needs to be analyzed for its dilutive effect and its role in the broader strategic agreements.
  5. Scrutinize related party transactions: Given the significant amounts due to related parties and the unsecured nature of these loans, investors should be aware of the potential risks and implications for the company's financial health.

Key Dates

Glossary

Going Concern
An accounting assumption that a company will continue to operate for the foreseeable future. If substantial doubt exists, it must be disclosed. (AIPG's ability to continue as a going concern is in doubt due to its operating losses and working capital deficit, requiring disclosure.)
Working Capital Deficit
Occurs when a company's current liabilities exceed its current assets, indicating potential short-term liquidity issues. (AIPG's working capital deficit has increased to $75,176, highlighting its precarious financial position.)
Accumulated Deficit
The total net losses of a company since its inception that have not been offset by net income. (AIPG has an accumulated deficit of $4,388,733, reflecting its history of unprofitability.)
Development Stage
A company that has not yet established a revenue-producing business and has no significant assets other than those used in research and development. (AIPG is in the development stage, explaining its lack of revenue and focus on R&D.)
Change in Control
A transaction or event that results in a change in the majority ownership or control of a company. (A significant change in control occurred on July 29, 2025, with Marcus Johnson acquiring a majority stake and leadership positions.)
Restricted Common Shares
Shares of stock that have limitations on their sale or transferability, often issued in private placements or as part of agreements. (A large number of restricted shares were issued on October 7, 2025, as part of a definitive agreement.)
Related Party Transactions
Transactions between a company and its management, directors, or significant shareholders, which require careful disclosure due to potential conflicts of interest. (AIPG has significant amounts due to related parties, including previous and current leadership.)
Definitive Agreement
A legally binding contract that outlines the terms and conditions of a transaction, such as an acquisition. (AIPG entered into a definitive agreement for the proposed acquisition of AVM Biotechnology Inc.)

Year-Over-Year Comparison

Compared to the prior year's filing, AI Technology Group Inc. continues to report no revenue, maintaining its development-stage status. However, operating expenses have significantly increased, leading to a much larger net loss for both the three-month period ($29,628 vs. $750) and the nine-month period ($33,889 vs. $1,962) ended September 30, 2025. The working capital deficit has also widened substantially to $75,176 from $41,287. A major development is the change in control on July 29, 2025, and the subsequent announcement of a proposed acquisition and a significant restricted share issuance, introducing new strategic elements and potential risks not present in the prior period.

Filing Stats: 4,637 words · 19 min read · ~15 pages · Grade level 12.7 · Accepted 2025-11-20 17:06:16

Key Financial Figures

Filing Documents

—FINANCIAL INFORMATION

PART I—FINANCIAL INFORMATION Item 1

Financial Statements

Financial Statements Item 2.

Management's Discussion and Analysis of Financial Condition and Results of Operations

Management's Discussion and Analysis of Financial Condition and Results of Operations 12 Item 3.

Quantitative and Qualitative Disclosures About Market Risk

Quantitative and Qualitative Disclosures About Market Risk 13 Item 4.

Controls and Procedures

Controls and Procedures 13

—OTHER INFORMATION

PART II—OTHER INFORMATION Item 1.

Legal Proceedings

Legal Proceedings 14 Item 1A.

Risk Factors

Risk Factors 14 Item 2. Unregistered Sales of Securities and Use of Proceeds 14 Item 3. Defaults Upon Senior Securities 14 Item 4. Mine Safety Disclosures 14 Item 5. Other Information 14 Item 6. Exhibits 15 2 Table of Contents AI TECHNOLOGY GROUP INC.

FINANCIAL STATEMENTS

FINANCIAL STATEMENTS (unaudited) September 30, 2025 BALANCE SHEET 4 5 6 7

NOTES TO FINANCIAL STATEMENTS

NOTES TO FINANCIAL STATEMENTS 8 3 Table of Contents AI TECHNOLOGY GROUP INC. BALANCE SHEET (Unaudited) September 30, 2025 (Unaudited) December 31, 2024 (Audited) ASSETS CURRENT ASSETS Prepaid Expenses $ 989 $ 5,445 TOTAL CURRENT ASSETS $ 989 $ 5,445 LIABILITIES AND STOCKHOLDER'S EQUITY (DEFICIT) CURRENT LIABILITIES Accounts payable $ 8,790 $ - Due to related party (Note 4) 67,375 $ 46,732 TOTAL CURRENT LIABILITIES 76,165 46,732 COMMITMENTS AND CONTINGENCIES STOCKHOLDER'S EQUITY (DEFICIT) Preferred Stock Authorized 5,000,000 shares preferred stock $ 0.001 par value - - Common stock Authorized 600,000,000 shares of common stock, $ 0.001 par value, Issued and outstanding 1,603,413 shares of common stock 1,604 1,604 Additional paid in capital 4,311,953 4,311,953 Accumulated deficit ( 4,388,733 ) ( 4,354,844 ) TOTAL STOCKHOLDER'S DEFICIT ( 75,176 ) ( 41,287 ) TOTAL LIABILITIES AND STOCKHOLDER'S EQUITY (DEFICIT) $ 989 $ 5,445 The accompanying notes are an integral part of these financial statements. 4 Table of Contents AI TECHNOLOGY GROUP INC. (Unaudited) Three months ended September 30, 2025 Three months ended September 30, 2024 Nine months ended September 30, 2025 Nine months ended September 30, 2024 REVENUE $ - $ - OPERATING EXPENSES General and administrative $ 29,628 $ 750 $ 33,889 $ 1,962 TOTAL OPERATING EXPENSES ( 29,628 ) ( 750 ) ( 33,889 ) ( 1,962 ) NET LOSS ( 29,628 ) ( 750 ) ( 33,889 ) ( 1,962 ) NET LOSS PER COMMON SHARE – BASIC AND DILUTED $ ( 0.00 ) $ ( 0.00 ) $ ( 0.00 ) $ ( 0.00 ) WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING – BASIC AND DILUTED 1,603,413 1,603,413 1,603,413 1,603,413 The accompanying notes are an integral part of these financial statements. 5 Table of Contents AI TECHNOLOGY GROUP INC.

NOTES TO FINANCIAL STATEMENTS

NOTES TO FINANCIAL STATEMENTS SEPTEMBER 30, 2025 (Unaudited) NOTE 1 – NATURE OF OPERATIONS AND BASIS OF PRESENTATION The Company was incorporated on September 29, 1999 under the laws of the State of Nevada. The primary business purpose of the Company was to undertake research and development relating to an electromagnetic motor. The Company was in the development state. The Fiscal year end of the corporation is December 31. On June 1, 2001, the Company's board of directors executed a unanimous written consent to amend its articles of incorporation to provide that the name of the Company be changed from Bedini Technology, Inc. to Energenx Inc. On Sep 28, 2019 the name of the company was changed to Al Technology Group, Inc. and its trading symbol was changed from EENX to AIPG (hereinafter "AIPG" or the "Company"). Going concern To date the Company has generated no revenues from its business operations and has incurred operating losses since inception of $ 4,388,733 . As at September 30, 2025 the Company has a working capital deficit of $ 75,176 . The Company will require additional funding to meet its ongoing obligations and to fund anticipated operating losses. The ability of the Company to continue as a going concern is dependent on raising capital to fund its initial business plan and ultimately to attain profitable operations. Accordingly, these factors raise substantial doubt as to the Company's ability to continue as a going concern. The Company intends to continue to fund its business by way of private placements and advances from related parties as may be required. These financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts, or amounts and classification of liabilities that might result from this uncertainty. NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying unaudited financial statements have been prepared in accordance with genera

NOTES TO FINANCIAL STATEMENTS

NOTES TO FINANCIAL STATEMENTS SEPTEMBER 30, 2025 (Unaudited) NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued) Loss per Common Share The basic loss per share is calculated by dividing the Company's net loss available to common shareholders by the weighted average number of common shares during the year. The diluted loss per share is calculated by dividing the Company's net loss available to common shareholders by the diluted weighted average number of shares outstanding during the year. The diluted weighted average number of shares outstanding is the basic weighted number of shares adjusted for any potentially dilutive debt or equity. Diluted loss per share is the same as basic loss per share due to the lack of dilutive items in the Company. As of September 30, 2025, there were no common stock equivalents outstanding. Income Taxes The Company follows the liability method of accounting for income taxes. Under this method, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax balances and tax loss carry-forwards. Deferred tax assets and liabilities are measured using enacted or substantially enacted tax rates expected to apply to the taxable income in the years in which those differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the date of enactment or substantive enactment. Stock-based Compensation The Company follows ASC 718-10, "Stock Compensation", which addresses the accounting for transactions in which an entity exchanges its equity instruments for goods or services, with a primary focus on transactions in which an entity obtains employee services in share-based payment transactions. ASC 718-10 is a revision to SFAS No. 123, "Accounting for Stock-

NOTES TO FINANCIAL STATEMENTS

NOTES TO FINANCIAL STATEMENTS SEPTEMBER 30, 2025 (Unaudited) NOTE 4 – RELATED PARTY TRANSACTIONS During the nine-month period ended September 30, 2025 the CEO of the Company paid expenses of $ 20,644 on behalf of the Company. Total amount owed to the previous CEO as of September 30, 2025 is $ 67,375 . The amounts due to related party are unsecured and non- interest-bearing with no set terms of repayment. On July 29,2025, a change in control occurred. Mr. Wan Jia Lin and Ms. Yuanmei Lin sold a total of 1,264,234 shares of the Company's Common Stock representing 78.85 % of the total issued and outstanding Common Stock to a company controlled Marcus Johnson the new president and director of the Company . In addition, the shareholder loan outstanding as of December 31, 2024 of $ 46,732 has been transferred to a company controlled by Mr. Johnson On July 29, 2025, in connection with the change in control, Mr. Wan Jia Lin resigned as a Director and CEO and Ms. Yuanme Lin resigned as a Director and CFO. Mr. Marcus M. Jonson was appointed as Director, CEO and CFO. NOTE 5 – PROPOSED ACQUISITION AI Technology Group Inc. entered into a definitive agreement dated August 1 with Biomed360 Solutions Corp. and AVM Biotechnology Inc. ("AVM") that contemplates the acquisition of AVM by AI through the issuance of shares of AI to the shareholders of AVM. The agreement also requires AI to provide certain convertible loans to AVM over the next several months prior to closing. Closing of this proposed transaction is subject to a number of conditions customary for transactions of this type. There is no assurance that this transaction will close. ( Refer to the Company's form 10 filed with SEC). NOTE 6 – CORRECTION OR AN ERROR/PRIOR PERIOD RESTATEMENT During this nine-month period ended September 30, 2025 and subsequent audit management incorrected recorded an expense and should have been recorded as prepaid expenses and were not properly posted. Per ASC 250-10 since the error

Management's Discussion and Analysis of Financial Condition and Results of Operations

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations. This section of this report includes a number of forward-looking statements that reflect our current views with respect to future events and financial performance. Forward looking statements are often identified by words like: believe, expect, estimate, anticipate, intend, project and similar expressions or words which, by their nature, refer to future events. You should not place undue certainty on these forward-looking statements, which apply only as of the date of this report. These forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from historical results or our predictions. Results of Operations The Company has not yet generated any revenue from its operations and has generated no revenues unrelated to its operations. Expenses for the three months ended September 30, 2025, were $29,629 resulting in a net loss of $29,629 as compared to expenses for the three months ended September 30, 2024 of $750 resulting in a net loss of $750. The net loss of $29,628 for the three months ended September 30, 2025 is a result of Office and general expenses of $29,628 consisting primarily of transfer agent fees of 1,062, filing fees of $1,581 Accounting fees of 13,800, Legal fees of $700, Consulting fees of $7,500 and OTC fees of 4,895 as compared to the net loss of $ 750 for the three months ended September 30, 2024 which was a result of Office and general expenses of $750 consisting primarily of transfer agent fees of $750. The net loss of $33,889 for the nine months ended September 30, 2025 is a result of Office and general expenses of $33,889 consisting primarily of transfer agent fees of $2,353, filing fees of $1,581 Accounting fees of 13,800, Legal fees of $700, Consulting fees of $7,500 and OTC fees of 7,955 as compared to the net loss of $1,962 for the nine months ended September 30, 2024 which

Quantitative and Qualitative Disclosures About Market Risk

Item 3. Quantitative and Qualitative Disclosures About Market Risk. The Company is a smaller reporting Company as defined by Rule 12b-2 of the Securities Act of 1934 and we are not required to provide the information under this item.

Controls and Procedures

Item 4. Controls and Procedures. Disclosure Controls and Procedures Disclosure controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed in our reports filed or submitted under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported, within the time period specified in the SEC's rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in our reports filed or submitted under the Securities Exchange Act of 1934 is accumulated and communicated to management including our principal executive officer and principal financial officer as appropriate, to allow timely decisions regarding required disclosure. In connection with this quarterly report, as required by Rule 15d-15 under the Securities Exchange Act of 1934, we have carried out an evaluation of the effectiveness of the design and operation of our company's disclosure controls and procedures. This evaluation was carried out under the supervision and with the participation of our company's management, including our company's principal executive officer and principal financial officer. Based upon that evaluation, our company's principal executive officer and principal financial officer concluded that subject to the inherent limitations noted in this Part II, Item 9A(T) as of September 30, 2025, our disclosure controls and procedures were not effective due to the existence of material weaknesses in our internal controls over financial reporting. Changes in Internal Control Over Financial Reporting There were no changes in our internal control over financial reporting (as defined in Rule 13a-15(f) or 15d-15(f)) during the quarter ended September 30, 2025 that have materially affected, or are reasonably likely to materially affect, our internal controls over financial reporting. 13 Table of Contents

—OTHER INFORMATION

PART II—OTHER INFORMATION

Legal Proceedings

Item 1. Legal Proceedings. The Company is not a party to any pending legal proceedings, and no such proceedings are known to be contemplated. No director, officer, or affiliate of the Company and no owner of record or beneficial owner of more than 5.0% of the securities of the Company, or any associate of any such director, officer or security holder is a party adverse to the Company or has a material interest adverse to the Company in reference to pending litigation.

Risk Factors

Item 1A. Risk Factors. We are a smaller reporting company as defined by Rule 12b-2 of the Securities Act of 1934 and are not required to provide the information under this item.

Unregistered Sales of Securities and Use of Proceeds

Item 2. Unregistered Sales of Securities and Use of Proceeds. None

Defaults Upon Senior Securities

Item 3. Defaults Upon Senior Securities. None

Mine Safety Disclosures

Item 4. Mine Safety Disclosures. None

Other Information

Item 5. Other Information. (a) None 14 Table of Contents

Exhibits

Item 6. Exhibits. 31.1 Rule 13(a)-14(a)/15(d)-14(a) Certification of Chief Executive Officer 31.2 Rule 13(a)-14(a)/15(d)-14(a) Certification of Chief Financial Officer * 32.1 Section 1350 Certification of Chief Executive Officer 32.2 Section 1350 Certification of Chief Financial Officer ** 101 XBRL Interactive Data Files __________ * Included in Exhibit 31.1 ** Included in Exhibit 32.1 15 Table of Contents

SIGNATURES

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. AI Technology Group Inc. (Registrant) Date: November 20, 2025 By: /s/ Marcus Johnson Marcus Johnson President and Director Principal and Executive Officer Principal Financial Officer Principal Accounting Officer 16

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