AIPG's Losses Mount Amid Leadership Change, Acquisition Plans

TL;DR

**AIPG is a highly speculative bet, with zero revenue and mounting losses, making its proposed acquisitions a desperate gamble for survival.**

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 has an accumulated deficit of $4,388,733 and a working capital deficit of $75,176 as of September 30, 2025, raising substantial doubt about its ability to continue as a going concern. A change in control occurred on July 29, 2025, with Marcus Johnson becoming the new President and Director, acquiring 78.85% of outstanding common stock. The company also announced 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.

Why It Matters

For investors, AIPG's continued lack of revenue and increasing losses, coupled with a 'going concern' opinion, signals extreme financial instability and high risk. The change in control and proposed acquisition of AVM Biotechnology Inc. and Biomed360 Solutions Corp. represent a pivot, but the success of these ventures is highly uncertain given the company's historical performance and current financial state. Employees and customers face significant uncertainty regarding the company's long-term viability. The broader market should view AIPG as a speculative micro-cap with substantial operational and financial hurdles, potentially impacting investor confidence in similar development-stage companies.

Risk Assessment

Risk Level: high — The company has generated no revenue since inception and reported an accumulated deficit of $4,388,733 as of September 30, 2025. Its working capital deficit stands at $75,176, and auditors have issued a 'going concern' opinion, indicating substantial doubt about its ability to continue operations without additional funding.

Analyst Insight

Investors should exercise extreme caution and avoid AIPG given its 'going concern' status, lack of revenue, and increasing losses. Any investment would be highly speculative, relying entirely on the unproven success of its new management and proposed acquisitions. Monitor for concrete progress on the AVM acquisition and revenue generation before considering any position.

Financial Highlights

debt To Equity

N/A

revenue

$0

operating Margin

N/A

total Assets

$989

total Debt

$76,165

net Income

-$29,628

eps

$0.00

gross Margin

N/A

cash Position

N/A

revenue Growth

N/A

Revenue Breakdown

Key Numbers

• $0 — Revenue (No revenue generated for the three and nine months ended September 30, 2025)
• $29,628 — Net Loss (3 months) (Increased from $750 in Q3 2024 to $29,628 in Q3 2025)
• $33,889 — Net Loss (9 months) (Increased from $1,962 in the first nine months of 2024 to $33,889 in 2025)
• $4,388,733 — Accumulated Deficit (Total accumulated deficit as of September 30, 2025)
• $75,176 — Working Capital Deficit (Total working capital deficit as of September 30, 2025)
• 78.85% — Ownership Change (Percentage of common stock acquired by Marcus Johnson's controlled company on July 29, 2025)
• 27,958,695 — Shares Issued (Restricted common shares issued to Biomed360 Solutions Corp. on October 7, 2025)
• $67,375 — Due to Related Party (Amount owed to the previous CEO as of September 30, 2025)
• $80,299 — Due to President (Total amount owing to the Company's president as of November 14, 2025)
• $13,800 — Accounting Fees (Significant portion of general and administrative expenses for the nine months ended September 30, 2025)

Key Players & Entities

• AI Technology Group Inc. (company) — registrant of the 10-Q filing
• AIPG (company) — ticker symbol for AI Technology Group Inc.
• Marcus Johnson (person) — new President, Director, and CFO of AI Technology Group Inc.
• Wan Jia Lin (person) — former Director and CEO of AI Technology Group Inc.
• Yuanmei Lin (person) — former Director and CFO of AI Technology Group Inc.
• AVM Biotechnology Inc. (company) — target of proposed acquisition by AI Technology Group Inc.
• Biomed360 Solutions Corp. (company) — party in definitive agreement with AI Technology Group Inc.
• $29,628 (dollar_amount) — net loss for the three months ended September 30, 2025
• $33,889 (dollar_amount) — net loss for the nine months ended September 30, 2025
• $4,388,733 (dollar_amount) — accumulated deficit as of September 30, 2025

FAQ

Risk Factors

• Going Concern Uncertainty [high — financial]: The company has no revenue and incurred net losses of $29,628 and $33,889 for the three and nine months ended September 30, 2025, respectively. With an accumulated deficit of $4,388,733 and a working capital deficit of $75,176, substantial doubt exists about its ability to continue as a going concern.
• Development Stage Operations [high — operational]: AI Technology Group Inc. is in the development stage and has generated no revenue to date. Its primary business purpose was research and development relating to an electromagnetic motor, indicating a lack of commercialized products or services.
• Increased Operating Expenses [medium — financial]: General and administrative expenses significantly increased to $29,628 for Q3 2025 and $33,889 for the nine months ended September 30, 2025, compared to $750 and $1,962 in the prior year periods. This increase was driven by $13,800 in accounting fees and $7,500 in consulting fees.
• Related Party Balances [medium — financial]: As of September 30, 2025, the company owes $67,375 to its previous CEO and $80,299 to its current president. These amounts are unsecured, non-interest-bearing, and have no set repayment terms, adding to financial uncertainty.
• Proposed Acquisition Uncertainty [low — legal]: The proposed acquisition of AVM Biotechnology Inc. is subject to customary closing conditions, and there is no assurance it will be completed. This uncertainty could impact future strategic direction and resource allocation.
• Prior Period Error Correction [low — financial]: The company restated prior period financial statements due to an incorrectly recorded expense. While corrected, this indicates potential weaknesses in internal controls and financial reporting processes.

Industry Context

AI Technology Group Inc. operates in the technology sector, specifically in a development stage focused on AI-related research. The broader AI industry is characterized by rapid innovation, significant investment, and intense competition. Companies in this space often require substantial capital for R&D and face challenges in commercializing new technologies.

Regulatory Implications

As a development-stage company with no revenue, AIPG faces scrutiny regarding its financial disclosures and going concern status. Compliance with SEC reporting requirements is critical, and any misstatements or failures to disclose material information could lead to regulatory action.

What Investors Should Do

1. Monitor the progress and closing conditions of the proposed acquisition of AVM Biotechnology Inc., as this is a key strategic initiative that could significantly alter the company's future.
2. Evaluate the company's ability to secure additional funding, given the substantial doubt about its going concern status and current working capital deficit.
3. Assess the impact of the change in control and new leadership on the company's strategic direction and operational execution.
4. Understand the potential dilution from the recent issuance of 27,958,695 restricted common shares.

Key Dates

• 2025-07-29: Change in Control — Marcus Johnson acquired 78.85% of outstanding common stock and became President and Director, signaling a significant shift in company leadership and ownership.
• 2025-08-01: Definitive Agreement for AVM Acquisition — AI Technology Group Inc. entered into an agreement to acquire AVM Biotechnology Inc., a key strategic move that could reshape the company's future operations if successfully closed.
• 2025-10-07: Issuance of Restricted Shares — 27,958,695 restricted common shares were issued to Biomed360 Solutions Corp. as part of the definitive agreement, impacting share structure and potential dilution.

Glossary

Accumulated deficit

The total net losses a company has incurred since its inception, minus any net profits. It represents a negative balance in retained earnings. (AIPG has a substantial accumulated deficit of $4,388,733, highlighting its long-term unprofitability.)

Working capital deficit

Occurs when a company's current liabilities exceed its current assets, indicating a short-term inability to meet its obligations. (AIPG has a working capital deficit of $75,176 as of September 30, 2025, raising concerns about its immediate liquidity.)

Going concern

An assumption that a company will continue to operate for the foreseeable future, typically at least 12 months. If substantial doubt exists, it must be disclosed. (The company's financial condition raises substantial doubt about its ability to continue as a going concern.)

Development stage

A company that has not yet begun its planned principal operations and has no significant revenues or assets related to such operations. (AIPG is classified as a development-stage company, explaining its lack of revenue and ongoing losses.)

Change in control

A transaction or event that results in a change in the majority ownership or effective control of a company. (A significant change in control occurred on July 29, 2025, with Marcus Johnson acquiring a majority stake.)

Restricted common shares

Shares of stock that have limitations on their sale or transferability, often issued as part of private placements or acquisitions. (A large number of restricted shares were issued on October 7, 2025, as part of a definitive agreement.)

Year-Over-Year Comparison

Compared to the prior year, AI Technology Group Inc. continues to report no revenue. However, operating expenses have dramatically increased, leading to a significantly 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 accumulated deficit has grown, and the working capital deficit has widened, exacerbating the going concern issues. A major change in control also occurred during this period.

Key Financial Figures

• $29,629 — e months ended September 30, 2025, were $29,629 resulting in a net loss of $29,629 as c
• $750 — hree months ended September 30, 2024 of $750 resulting in a net loss of $750. The
• $29,628 — n a net loss of $750. The net loss of $29,628 for the three months ended September 30
• $1,581 — fer agent fees of 1,062, filing fees of $1,581 Accounting fees of 13,800, Legal fees o
• $700 — ccounting fees of 13,800, Legal fees of $700, Consulting fees of $7,500 and OTC fees
• $7,500 — Legal fees of $700, Consulting fees of $7,500 and OTC fees of 4,895 as compared to th
• $33,889 — er agent fees of $750. The net loss of $33,889 for the nine months ended September 30,
• $2,353 — ing primarily of transfer agent fees of $2,353, filing fees of $1,581 Accounting fees
• $1,962 — of 7,955 as compared to the net loss of $1,962 for the nine months ended September 30,
• $989 — had cash of Nil and prepaid expense of $989 and $5,445 respectively. Total liabilit
• $5,445 — of Nil and prepaid expense of $989 and $5,445 respectively. Total liabilities for the
• $76,165 — he period ended September 30, 2025 were $76,165. The funds available to the Company wil

Filing Documents

• aipg_10q.htm (10-Q) — 343KB
• aipg_ex311.htm (EX-31.1) — 12KB
• aipg_ex321.htm (EX-32.1) — 4KB
• 0001477932-25-008295.txt ( ) — 1511KB
• aipg-20250930.xsd (EX-101.SCH) — 16KB
• aipg-20250930_lab.xml (EX-101.LAB) — 97KB
• aipg-20250930_cal.xml (EX-101.CAL) — 18KB
• aipg-20250930_pre.xml (EX-101.PRE) — 78KB
• aipg-20250930_def.xml (EX-101.DEF) — 28KB
• aipg_10q_htm.xml (XML) — 133KB

—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 14, 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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