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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

☒	ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, ~~2024~~2025

☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission File No. – 000-55219

BLUSKY AI INC. ~~(Name of registrant as specified in its Charter)~~

~~INCEPTION~~(Name ~~MINING~~of ~~INC.~~registrant ~~(Former~~as ~~name~~specified ofin ~~registrant~~its Charter)

INCEPTION MINING INC.

(Former name of registrant)

Nevada

35-2302128

(State or other Jurisdiction of

Incorporation or organization)

(I.R.S. Employer

Identification No.)

~~5530~~ 5330 South 900 East, Suite 280

Murray, UT 84117

(Address of Principal Executive Offices)

(801) ~~312~~ 810- ~~8113~~8790

(Registrant’s Telephone Number, including area code)

Securities Registered Pursuant to Section 12(b) of the Act: None

Securities Registered Pursuant to Section 12(g) of the Act: Common Stock, $0.00001 par value

Indicate by check mark if the Registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒

Indicate by check mark if the Registrant is not required to file reports pursuant to Section 13 or 15(d) of the Exchange Act. Yes ☐ No ☒

Indicate by check mark if the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act 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.

~~(1)~~ Yes ☒ No ~~☐ (2) Yes ☒~~ No ☐

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 such files). Yes ☒ No ☐

Indicate by check mark if disclosure of delinquent filers pursuant to item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of Registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ☐

Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company:

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

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D(b). ☐

Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

~~State the~~ The aggregate market value of ~~the voting and non-voting~~ common stock held by non-affiliates ~~computed~~of ~~by reference to~~ the ~~price~~registrant atas ~~which~~of ~~the~~June ~~common~~30, ~~stock~~2025, was ~~last~~approximately ~~sold~~$7,976,632, orbased upon ~~the~~3,323,597 ~~average~~shares ~~bid~~held ~~and~~by ~~asked~~non-affiliates ~~price~~and ~~of such common stock, as of~~ the ~~last~~closing ~~business~~price ~~day~~ of ~~the~~$2.40 ~~Registrant’s~~per ~~most~~share ~~recently~~on ~~completed~~such ~~second quarter: $808,587~~date.

~~Outstanding~~The number ~~Shares~~of shares of common stock outstanding on March 31, 2026, was 24,992,505 shares.

As of March 26, 2025, the Registrant had 2,665,205 shares of common stock and 51 shares of preferred stock outstanding.

Documents Incorporated by Reference

See Part IV, Item 15.

TABLE OF CONTENTS

PART I
ITEM 1.	BUSINESS	3	3
ITEM 1A.	RISK FACTORS	11	10
ITEM 1B	UNRESOLVED STAFF COMMENTS		17
ITEM 1B.	UNRESOLVED STAFF COMMENTS	19
ITEM 1C	CYBERSECURITY		17
ITEM 1C.	CYBERSECURITY	19
ITEM 2.	PROPERTIES	20	19
ITEM 3.	LEGAL PROCEEDINGS	20	19
ITEM 4.	MINE SAFETY DISCLOSURES	20	19
PART II
ITEM 5.	MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES	21	20
ITEM 6.	SELECTED FINANCIAL DATA	23	20
ITEM 7.	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	23	20
ITEM 7A.	QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK	28	26
ITEM 8.	FINANCIAL STATEMENTS	29	26
ITEM 9.	CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE	29	26
ITEM 9A.	CONTROLS AND PROCEDURES	29	26
ITEM 9B.	OTHER INFORMATION	30	27
ITEM 9C.	DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS	30	27
PART III
ITEM 10.	DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE	31	28
ITEM 11.	EXECUTIVE COMPENSATION	33	30
ITEM 12.	SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS	35	32
ITEM 13.	CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE	37	34
ITEM 14.	PRINCIPAL ACCOUNTING FEES AND SERVICES	38	35
PART IV
ITEM 15.	EXHIBITS	39	36
	SIGNATURES	40	39

2 ~~Table of Contents~~

Table of Contents

PART I

ITEM 1. BUSINESS

As used in this Annual Report on Form 10-K, unless otherwise indicated, the terms “we,” “us,” “our” and “the Company” refer to BluSky AI Inc., a Nevada corporation formerly known as Inception Mining Inc.

Forward-Looking Statements and Associated Risks.

This Annual Report on Form 10-K contains forward-looking statements.

Such forward-looking statements include statements regarding, among other things, (1) discussions about data centers, artificial intelligence, and high -performance computing, (2) our projected sales and profitability, (3) our growth strategies, (4) anticipated trends in our industry, (5) our future financing plans, (6) our anticipated needs for working capital, (7) our lack of operational experience and (8) the benefits related to ownership of our common stock. Forward-looking statements, which involve assumptions and describe our future plans, strategies, and expectations, are generally identifiable by use of the words “may,” “will,” “should,” “expect,” “anticipate,” “estimate,” “believe,” “intend,” or “project” or the negative of these words or other variations on these words or comparable terminology. These statements constitute forward-looking statements. This information may involve known and unknown risks, uncertainties, and other factors that may cause our actual results, performance, or achievements to be materially different from the future results, performance, or achievements expressed or implied by any forward-looking statements. Factors that may cause results to vary include, 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. These statements may be found under “Management’s Discussion and Analysis of Financial Condition and Results of Operations” as well as in this filing generally. Actual events or results may differ materially from those discussed in forward-looking statements as a result of various factors, including, without limitation, the risks outlined under Item 1A below and other risks and matters described in this filing and in our other SEC filings. In light of these risks and uncertainties, there can be no assurance that the forward-looking statements contained in this filing will in fact occur as projected. We do not undertake any obligation to update any forward-looking statements.

~~The Company~~Overview

~~Overview~~BluSky AI Inc. is a pre-fabricated modular data center provider specializing in artificial intelligence (AI) and high-performance computing (HPC) that was originally formed in Nevada on July 2, 2007. 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 with a focus on innovation, scalability, and environmental sustainability.

WePreviously known ~~are~~as aInception ~~data~~Mining ~~center~~Inc., ~~company for~~ the ~~artificial~~company ~~intelligence~~underwent ~~community~~a ~~BluSky~~significant AItransformation ~~Inc.~~and isrebranding ain ~~modular~~March ~~data~~2025 ~~center~~to ~~provider~~align ~~specializing~~with inits ~~artificial~~new strategic ~~intelligence~~direction. ~~(AI)~~This ~~and~~change ~~high-performance~~reflects ~~computing~~BluSky ~~(HPC)~~AI Inc.’s ~~The~~commitment ~~company is dedicated~~ to ~~delivering~~advancing ~~state-of-the-art~~technology ~~infrastructure~~ and ~~solutions~~providing ~~tailored~~unparalleled toservices in ~~meet~~ the ~~demands~~data ofcenter ~~modern AI applications and computational workloads~~industry. ~~With~~The aCompany ~~focus~~is onheadquartered ~~innovation, scalability, and environmental sustainability, that was originally formed~~ in ~~Nevada~~Salt onLake ~~July 2~~City, ~~2007~~Utah.

~~Previously~~Historically, we ~~known~~operated aswithin ~~Inception~~the ~~Mining~~mining ~~Inc.~~industry, ~~the~~serving ~~company~~as ~~underwent~~ a ~~significant~~consultant ~~transformation~~to mining companies and ~~rebranding~~as inan ~~March~~operator ~~2025~~of toa ~~align~~mine ~~with~~engaged ~~its~~in ~~new~~the ~~strategic~~production of ~~direction~~precious metals. ~~This~~From ~~change~~2015 ~~reflects~~through ~~BluSky~~January AI24, ~~Inc.'s~~2023, ~~commitment~~the toCompany ~~advancing~~operated ~~technology~~the ~~and~~Clavo ~~providing~~Rico ~~unparalleled~~mine ~~services~~ in ~~the~~Honduras ~~data~~through ~~center~~its ~~industry.~~wholly ~~The~~owned subsidiary, ~~Company~~Compañía isMinera ~~headquartered~~Cerros indel ~~Salt~~Sur, ~~Lake~~S.A ~~City,~~de ~~Utah,~~C.V. ~~BluSky~~(“CMCS”) AIand ~~Inc.~~other mining concessions.

3 ~~Table of Contents~~

~~Historically,~~Table ~~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. From 2013 to 2020, the Company owned certain real property and the associated exploration permits and mineral rights commonly known as the UP and Burlington Gold Mine in Idaho (“UP and Burlington”). From 2015 through January 24, 2023, the Company operated the Clavo Rico mine in Honduras through its wholly-owned subsidiary, Compañía Minera Cerros del Sur, S.A de C.V. (“CMCS”) and other mining concessions. The Clavo Rico mine’s workings include several historical underground mining operations dating back to the early Mayan and Spanish occupation, and the primary mine operated through 2022 is located on the 200-hectare Clavo Rico Concession, located in southern Honduras.Contents

2023 Divestiture of the Clavo Rico Mine and Legacy Mining Matters

On January 12, 2023, the Company entered into a non-binding Letter of Intent (the “LOI”) with Mother Lode Mining, Inc. (“MLM” or “Mother Lode Mining”). 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.

~~In addition to~~ Following the ~~amounts~~divestiture ~~already~~of ~~delivered under~~ the ~~LOI,~~Clavo anRico ~~additional amount of $2~~Mine,~~700,0000~~ ~~was agreed to be paid by MLM to~~ the Company ~~over~~operated as a ~~period~~consultant ofand ~~twenty-four~~advisor ~~(24)~~to ~~months (~~the ~~“Monthly~~mining ~~Payments”) to~~industry, beincluding ~~secured~~to byMother Lode aMining ~~10%~~in ~~NSR~~connection onwith the Clavo Rico mine. ~~production~~It ~~until~~also ~~the~~had ~~Monthly~~an ~~Payments~~ongoing ~~are~~financial ~~delivered~~interest ~~and~~in the ~~purchase~~Clavo ~~price~~Rico isMine ~~paid~~under inthe ~~full~~LOI. ~~In addition~~ Pursuant to the ~~Monthly~~terms ~~Payments~~of the LOI, the Company ~~received~~was aentitled ~~carried~~to ~~forward~~receive ~~net~~cash ~~profits~~payments ~~interest~~totaling ~~royalty~~$2,700,000 ~~(“NPI”)~~through ofJanuary 5%2025. onThese ~~the~~payments ~~Clavo~~were secured ~~Rico~~by ~~mine~~a ~~production~~10% ~~until~~net ~~the~~smelter ~~total~~royalty ~~NPI~~on ~~paid~~production tofrom the ~~Company~~Clavo isRico ~~$1,000,000, subject to limited conditions~~mine. ~~MLM~~The ~~has~~Company ~~not~~also ~~made~~held ~~all~~a ofcarried-forward ~~the~~net ~~payments~~profits ~~required~~interest royalty ~~under~~equal ~~the~~to ~~LOI~~5% ~~and~~of ~~the~~mine ~~Company~~production ~~has~~until ~~been~~cumulative ~~aggressively~~payments ~~pursuing~~reached ~~the~~$1,000,000, ~~collection~~subject ofto ~~these~~certain ~~amounts~~allowable ~~owed.~~Clavo ~~See~~Rico ~~the~~operating expense ~~“Litigation” section in Item 3 for an update~~offsets.

~~Following~~ During the ~~Closing~~year ofended December 31, 2025, the ~~LOI~~Company ondid ~~January~~not ~~24,~~receive ~~2023~~any payments under the LOI, the Company ~~divested~~believed ~~its~~Mother ~~ownership~~Lode ~~interest~~Mining was in ~~CMCS~~default, ~~and~~the ~~its~~Company ~~interests~~recorded ina ~~the~~full ~~Clavo~~allowance ~~Rico~~for ~~mine,~~the ~~resulting~~outstanding inreceivable, and the ~~transfer~~Company ofpursued ~~operations~~litigation to ~~Mother~~enforce ~~Lode~~its ~~Mining~~ rights and ~~full~~recover ~~control~~amounts ofit ~~the~~believed ~~Clavo~~it ~~Rico~~was ~~mine~~owed ~~asset~~under the LOI.

~~Current~~On February ~~Operations~~4, 2026, the Company and Mother Lode Mining entered into a settlement agreement resolving all disputes in connection with the LOI and the Clavo Rico mine. Under the settlement, the parties agreed to a mutual dismissal with prejudice of all claims, counterclaims, and causes of action asserted or that could have been asserted in United States District Court for the District of Utah, Central Division, Case No. 2:24-cv-00171-TS-CMR, or in any other forum. As part of the settlement, the parties executed a mutual general release of all claims and potential claims against the other parties and their affiliates. Following the settlement, no further amounts are expected to be collected under the LOI.

~~Legacy Mining Matters~~Current Operations

~~Since~~BluSky AI ~~the~~Inc. ~~Divestiture~~is ofrapidly ~~the~~emerging ~~Clavo~~as ~~Rico~~a ~~Mine~~pivotal upforce ~~through~~in ~~March~~the ~~2025~~Neocloud ecosystem, ~~the~~with ~~Company~~plans ~~has~~to ~~been~~deliver ~~operating~~high-performance asinfrastructure tailored for artificial intelligence workloads. Unlike traditional hyperscalers, BluSky AI Inc. is a ~~consultant~~Neocloud purpose-built for artificial intelligence/machine learning (AI/ML) and ~~advisor~~high-performance tocomputing ~~the~~(HPC). ~~mining~~BluSky ~~industry,~~AI’s ~~including~~core toinfrastructure ~~Mother~~is ~~Lode~~defined ~~Mining~~by its rapidly deployable SkyMod data centers. SkyMods next-generation, ~~the~~scalable ~~new~~AI ~~owner~~Factories ofprovide ~~the~~speed-to-market ~~Clavo~~and ~~Rico~~energy ~~mine~~optimization to support high-performance machine learning workloads. ItBluSky ~~also~~AI ~~has~~plans anto ~~ongoing~~empower ~~financial~~small, ~~interest~~mid-sized, inenterprise, ~~the~~and ~~Clavo~~academic ~~Rico~~entities ~~Mine~~from ~~under~~start-up ~~the~~to ~~LOI~~scale-up to drive innovation without compromise.

~~According~~SkyMods are topre-configured ~~the~~AI ~~LOI,~~“factories” ~~the~~engineered ~~Company~~to ismeet ~~obligated~~the tosurging ~~receive~~demand ~~$2,700,000~~for incompute ~~cash~~power ~~payments~~driven ~~through~~by ~~January~~generative ~~2025~~models, ~~with~~machine learning ~~such~~inference, ~~payments~~and ~~secured~~large-scale bytraining apipelines. ~~ten~~With ~~percent~~operations ~~net~~anchored ~~smelter~~in ~~royalty~~Salt onLake ~~the~~City, ~~Clavo~~BluSky ~~Rico~~AI ~~Mine’s~~is ~~production.~~positioning ~~The~~itself ~~Company~~as a ~~has~~nimble ~~created~~alternative anto ~~allowance~~legacy ~~for~~cloud ~~this~~providers, ~~total~~offering ~~amount~~speed-to-market and isnetwork ~~also~~scalability inthrough ~~litigation~~planned ~~over~~multiple ~~non-payment~~locations ofwithout the ~~this~~multi-year ~~receivable~~buildout timelines.

~~The~~At the ~~Company~~heart ~~also~~of ~~received~~BluSky AI’s offering is its GPU-as-a-Service ~~carried~~model, ~~forward~~which ~~net~~will ~~profits~~provide ~~interest~~clients ~~royalty~~with offlexible ~~five~~access ~~percent~~to oftop-tier ~~the~~GPUs, including ~~Clavo~~plans ~~Rico~~for ~~mine~~numerous ~~production~~configurations. ~~until~~This ~~payment~~consumption-based model allows enterprises, research institutions, and startups to scale their AI workloads without the ~~Company~~capital ~~reaches~~burden $1of owning and maintaining hardware. Each SkyMod unit—will be available in various configurations— and will come fully assembled and ready for plug-and-play operations,~~000,000,~~ ~~subject~~dramatically toreducing ~~reduction~~deployment friction. BluSky AI’s planned infrastructure is optimized for ~~certain~~low-latency ~~limited~~networking, ~~Clavo~~supporting ~~Rico~~model ~~mine~~parallelism ~~expenses~~and high-throughput inference across multi-tenant environments.

~~During~~As a ~~the~~Neocloud ~~year~~provider, ~~ended~~BluSky ~~December~~AI 31is part of a new generation of AI-first infrastructure companies that prioritize performance, ~~2024~~transparency, and ~~the~~agility. ~~Company~~Neoclouds ~~did~~are ~~not~~defined ~~receive~~by ~~any~~their ~~payments~~ability ~~from~~to ~~Mother~~deliver ~~Lode~~bare-metal ~~Mining~~GPU access, simplified pricing, and ~~Mother~~ ~~Lode~~orchestration ~~Mining~~tools isthat support inhybrid ~~default~~and ~~under~~multi-cloud environments. BluSky AI’s approach aligns with this ~~note~~ethos, offering transparent hourly GPU rates and integrated support for AI-ready networking solutions from industry leaders. ~~Management~~This ~~has~~plan ~~been~~positions ~~addressing~~BluSky ~~this~~AI ~~issue~~to ~~with~~serve ~~Mother~~not ~~Lode~~just ~~Mining~~commercial clients, ~~through~~but ~~litigation~~also government and ~~the~~ ~~Company~~academic ~~has~~institutions ~~established~~seeking ansovereign ~~allowance~~AI ~~for~~infrastructure ~~the~~with ~~entire~~predictable ~~remaining~~cost ~~balance~~structures.

4 ~~Table of Contents~~

~~BluSky~~Table AIof ~~Operations~~Contents

~~Since March 1~~Operationally, BluSky ~~2025,~~AI ~~the~~plans ~~Company~~to ~~has~~expand ~~focused~~ its ~~operations~~Neocloud onfootprint ~~artificial~~through ~~intelligence~~strategic ~~compute~~site ~~infrastructure~~acquisitions and ~~participating~~partnerships, inwhich signals the ~~dynamic~~company’s intent ~~and expanding AI industry. The Company has plans~~ to ~~grow~~scale its AImodular ~~operations~~deployments ~~organically~~across ~~within~~energy-rich ~~the Company~~regions. ~~BluSky~~ AIBy ~~was~~leveraging ~~established~~existing byenergy ~~drawing~~infrastructure onand ~~extensive~~deploying ~~industry~~SkyMods in ~~expertise~~various zones, ~~insights~~BluSky ~~from~~AI ~~outside~~has ~~experts,~~the ~~and~~potential ato ~~careful~~sidestep ~~evaluation~~the ofbottlenecks ~~current~~that ~~conditions~~plague intraditional ~~the~~ data center ~~markets~~development. ~~The~~This ~~innovative concept is built around a~~ decentralized, modular ~~design~~strategy ~~that~~not ~~leverages~~only ~~existing~~has ~~power~~the ~~infrastructure.~~potential ~~BluSky~~to AIaccelerate ~~plans~~ time-to-value ~~develop~~for ~~multiple~~clients, ~~data~~but ~~center~~also ~~sites~~could ~~across~~align ~~various U.S. jurisdictions,~~ with ~~artificial~~ESG ~~intelligence~~goals ~~(AI)~~around ~~focus,~~energy optimization ~~specifically~~and ~~targeting~~infrastructure ~~facilities~~reuse. ~~with~~In ~~the~~a ~~ability~~market racing to ~~develop~~meet ~~power~~AI’s ~~capacity~~insatiable ordemand, ~~utilize~~BluSky ~~existing~~AI ~~power capacities~~Inc. ~~This~~plans ~~strategy enables a faster time~~ to ~~market,~~build ~~scalable~~the ~~deployment,~~backbone behind ~~and~~the aintelligence ~~cost-effective~~to ~~approach~~meet ~~that meets~~ the ~~evolving~~industry’s needs ofas ~~the~~they ~~data~~continue ~~center~~to ~~market~~grow.

BluSky AI’s isplanned ~~revolutionizing~~operational ~~the~~footprint ~~artificial~~includes ~~intelligence~~a ~~compute~~growing ~~landscape~~portfolio byof ~~addressing~~strategically ~~the~~located ~~immediate~~sites ~~global~~across ~~supply~~the ~~shortage~~western ~~with~~and acentral ~~cutting-edge~~United States, ~~turnkey~~each ~~solution.~~selected ~~Our~~for ~~strategy~~power ~~centers~~availability, ~~on rapidly deployable~~scalability, ~~plug-~~and~~-play,~~ ~~modular~~proximity ~~compute~~to ~~centers~~key ontransmission ~~powered land assets—sites that already possess permitted energy~~ infrastructure. ~~This~~The ~~approach~~company ~~not~~currently ~~only~~controls or ~~accelerates~~has ~~time~~executed toletters ~~market~~of ~~but~~intent ~~also~~for ~~itends~~multiple toproperties ~~positions~~intended ~~BluSky~~to AIsupport asnear aterm ~~premier~~and AIlong-term ~~compute~~deployment ~~infrastructure~~of ~~provider~~its ~~dedicated~~modular ~~to meeting the surging demand for advanced~~ SkyMod AI ~~services~~Factory systems.

ABluSky AI ~~Next-Generation~~maintains ~~Compute~~a ~~Infrastructure~~growing portfolio of development stage sites selected for power availability, scalability, and alignment with the company’s modular deployment strategy. In Milford, Utah, the Company controls 51 acres under a ground lease and is pursuing power to support initial deployment activities. The Company has also announced a letter of intent for a 0.375 acre site in Nephi, Utah, with an estimated 4 MW of available power.

AtIn addition ~~BluSky AI, we are committed~~ to bethese aUtah ~~leader~~locations, inBluSky ~~the evolution of~~ AI ~~compute~~has byentered ~~emphasizing~~into ~~two~~9 ~~core~~additional ~~pillars:~~letters ~~green~~of ~~power~~intent ~~and modular scalability. Our Green Power plans are designed~~ to ~~harness~~acquire ~~renewable~~or ~~energy~~lease ~~sources~~sites ~~such~~totaling asmore than ~~solar,~~100 ~~wind, geothermal, and battery storage~~acres. ~~This~~These ~~commitment~~prospective tosites ~~sustainability~~provide ~~ensures~~an ~~that~~estimated ~~our~~potential ~~operations~~power ~~are~~capacity ~~both~~exceeding ~~environmentally~~150 ~~responsible~~MW and ~~cost-effective. Our modular container centers~~ are ~~engineered~~intended ~~for rapid deployment—installable in months rather than years. With plans~~ to ~~scale~~support ~~across~~the company’s ~~multiple~~continued ~~sites~~expansion ~~and deliver megawatts~~ of ~~capacity~~its ~~(ranging~~modular ~~from 1 MW to 60 MW per site), BluSky~~ AI ~~provides~~infrastructure ~~client-tailored scalability to meet diverse and growing compute demands~~footprint.

~~Meeting~~Collectively, these ~~the~~locations reflect BluSky AI’s ~~Compute~~strategy ~~Shortfall~~of targeting energy-rich, infrastructure-ready regions to accelerate deployment and meet rising demand for AI compute. Across its current portfolio, the Company’s potential power capacity exceeds 250 MW, supporting both near-term activation and scalable long-term growth.

BluSky AI’s plan is to design leading AI compute provisioning. By placing our modular units on strategically locations, with existing power where available, we will provide the essential backbone for AI inferences—enabling trained AI models to recognize patterns and draw conclusions on demand. Our unique offering will minimize technical deployment risks while maximizing opportunities for immediate incremental revenue generation and rapid market capture.Operations

~~Our~~The Company ~~portfolio~~is offocusing ~~modular~~its operations on artificial intelligence compute ~~centers~~infrastructure ~~will~~and ~~serve~~participating asin the dynamic and expanding AI industry. The Company has plans to grow its AI operations organically. BluSky AI was established by drawing on extensive industry expertise, insights from outside experts, and a ~~core~~careful evaluation of current conditions in the data center markets. The innovative concept is built around a pre-fabricated modular design that leverages existing power infrastructure. ~~asset~~BluSky ~~for~~AI plans to develop multiple modular data center sites across various U.S. jurisdictions, with artificial intelligence/machine learning (AI/ML) ~~companies~~focus, ~~providing~~specifically targeting facilities with the ~~essential~~potential ~~compute~~to develop power ~~needed~~capacity or utilize existing power capacities. Many of these sites may have been in process for years. This strategy enables a potentially faster time to ~~drive~~market, ~~strategic~~scalable ~~growth~~deployment, and ~~innovation~~a incost-effective approach that meets the ~~era~~evolving needs of ~~IoT~~the ~~and~~data ~~big~~center ~~data~~market.

WeBluSky AI ~~are~~is ~~targeting~~planning ~~initial~~to ~~sites~~revolutionize ~~ranging~~the ~~from~~artificial 5intelligence MWcompute tolandscape 60by MWaddressing ~~across~~the ~~various~~immediate ~~states~~global supply shortage with a cutting-edge, ~~intending~~turnkey tosolution. ~~insure~~Our ~~robust~~strategy ~~geographic~~centers ~~diversification~~on rapidly deployable, plug-and-play, modular compute centers called SkyMods on powered land assets—sites that already possess permitted energy infrastructure. This approach not only accelerates time to ~~capture~~market but ~~regional~~also ~~and~~positions ~~global~~BluSky AI as a premier AI compute infrastructure provider dedicated to meeting the surging demand for advanced AI services.

~~We are committed to delivering cutting-edge, environmentally conscious, and modular compute solutions that will empower~~ BluSky AI’s ~~companies~~Neocloud—A ~~to realize their full potential, driving the next generation of AI applications and safeguarding data with quantum~~Next-~~level~~Generation ~~security.~~Compute Infrastructure

WeBluSky AI ~~believe~~Inc. is planned as a Neocloud purpose-built for artificial intelligence/machine learning (AI/ML) and high-performance computing (HPC). BluSky AI’s ~~unique~~planned ~~approach~~core toinfrastructure is defined by its ~~future~~rapidly ~~operations—combining~~deployable ~~turnkey-powered~~SkyMod ~~land~~data ~~assets,~~centers. ~~rapid~~SkyMods ~~deployment~~next-generation, scalable AI Factories provide speed-to-market and ~~scalable~~energy ~~modular~~optimization ~~compute~~to ~~centers—delivers~~support ~~the~~high-performance ~~critical~~machine ~~infrastructure~~learning ~~needed~~workloads. With plans to ~~bridge~~scale ~~the~~across AImultiple ~~compute~~sites ~~gap~~and ~~that~~deliver ~~exists~~high incompute ~~the~~capacity ~~marketplace~~(ranging ~~today.~~from ~~Our~~1 ~~solutions~~MW ~~not~~to ~~only~~60 ~~address~~MW ~~today’s~~per ~~pressing~~site), ~~needs~~BluSky ~~but~~AI ~~also~~plans ~~lay~~to provide a client-tailored ~~solid~~scalability ~~foundation~~to ~~for~~empower ~~sustained~~small, ~~growth~~mid-sized, enterprise, and ~~technological~~academic ~~advancement~~partners infrom ~~the~~start-up ~~future~~to ofscale-up ~~AI.~~to drive innovation without compromise.

5 ~~Table of Contents~~

~~BluSky~~Table ~~AI’s~~of plans are built around a revenue model focused on delivering modular data center solutions that leverage existing power infrastructure for rapid, scalable, and cost-effective deployments. The company will generate revenue primarily through:Contents

·The company’s ~~Leasing~~mission ~~and~~is ~~Subscription~~to ~~Services:~~empower ~~BluSky~~ AI ~~will~~innovators ~~provide~~by ~~modular,~~eliminating ~~turnkey~~infrastructure ~~data~~bottlenecks ~~center solutions to customers on a subscription or leasing basis. These services include the design, deployment,~~ and ~~ongoing~~accelerating ~~management of facilities tailored to support power capacities of less than 100MW, which accelerates~~ time -to market and reduces capital expenditure compared to traditional builds. · Integrated Infrastructure Services: Beyond physical infrastructure, BluSky AI will offer advanced operational monitoring, predictive maintenance, and energy management analytics. These value-~~added~~compute ~~services~~with will help clients optimize performance and minimize downtime, creating additional revenue streams. · Strategic Partnerships and Government Contracts: With a growing demand for secure, sustainable, and energy-efficient ~~data center operations~~, scalable ~~BluSky AI is positioning itself to serve a diverse customer base—including private enterprises and governmental agencies~~solutions. ~~This dependency on revenue-generating activities from both commercial and public sectors is key to its expansion strategy.~~

Key products and service families revolve around modular data center designs, scalable power and cooling solutions, and integrated management systems—all aimed at delivering predictable quality and cost efficiency. This operational focus not only drives current revenue but also underpins Meeting the ~~company’s~~AI ~~broader~~Compute ~~strategy to expand its footprint across multiple U.S. jurisdictions while meeting the evolving needs of high-value clients, including government, education, and others.~~Shortfall

BluSky AI’s plan is ~~accelerating its development efforts~~ to ~~enhance~~design ~~its~~leading ~~suite~~AI ofcompute ~~modular data center solutions~~provisioning. ~~The~~By ~~company’s~~placing ~~R&D~~our ~~team~~modular isunits ~~finalizing~~on ~~new~~strategic ~~modules~~locations, ~~that~~with ~~integrate~~existing ~~advanced~~ power where ~~management~~available, ~~enhanced cooling,~~ and ~~remote~~plans ~~monitoring~~will ~~capabilities,~~provide ~~which~~the ~~are~~essential ~~designed~~backbone tofor ~~improve~~AI ~~deployment~~inferences—enabling ~~speed~~trained ~~and~~AI ~~scalability.~~models ~~These~~to ~~enhancements~~recognize ~~target~~patterns and ~~facilities~~draw ~~with~~conclusions ~~existing~~on ~~power~~demand. ~~infrastructure~~Our ~~under~~unique ~~60MW,~~offering amay ~~segment~~minimize ~~that~~technical isdeployment ~~seeing~~risks ~~robust~~while ~~market~~maximizing ~~demand~~opportunities ~~due to the growing need~~ for ~~sustainable,~~immediate incremental ~~cost-effective,~~revenue generation and ~~rapidly~~rapid ~~deployable~~market ~~data centers~~capture.

~~Market~~Our Neocloud ~~trends~~developing ~~indicate~~portfolio aof ~~steady~~SkyMod ~~increase~~AI infactories ~~demand~~plans ~~for~~to ~~modular~~serve ~~data~~as ~~centers~~a ~~driven~~core byinfrastructure ~~rising~~asset ~~energy~~for ~~efficiency requirements and~~ the massive need for ~~quicker,~~AI compute ~~scalable~~that ~~solutions.~~is ~~Competitive~~currently ~~conditions~~3x ~~are~~the ~~intensifying~~amount asof ~~traditional~~the ~~hyperscale~~current data center ~~operators and emerging off-grid~~capacity, ~~sustainable~~providing ~~providers~~strategic ~~vie~~growth ~~for market share. In response, BluSky AI is strategically refining its business plans~~ and ~~product~~innovation ~~offerings~~in and operational efficiencies while building relationships to forge key partnerships with both commercial enterprises and governmental customers. This dual focus not only supports its revenue generation strategy but also positions the ~~company~~era toof IoT ~~remain competitive in a dynamic~~ and ~~rapidly~~big ~~evolving market landscape~~data.

~~Pricing~~We are ~~Program~~targeting ~~for~~initial ~~Modular~~sites AIranging ~~Data~~from ~~Center~~1 MW to 60 MW across various states, targeting robust geographic diversification to capture regional and global demand.

~~Our~~We are ~~pricing~~committed ~~program~~to isdelivering ~~structured~~cutting-edge, toenvironmentally ~~provide~~conscious, ~~flexibility~~ and ~~transparency~~modular ~~for~~compute AIsolutions ~~workloads.~~that Itwill ~~balances~~empower ~~resource~~AI ~~utilization~~companies ~~with~~to realize ~~modular~~their ~~scalability~~full potential, ~~catering~~driving tothe ~~training,~~next ~~inference,~~generation of AI applications and ~~mixed~~safeguarding AIdata ~~workflows~~with the industry leading-level security.

~~Base~~We believe ~~Structure~~ BluSky AI’s unique approach to its future operations—combining turnkey-powered land assets, rapid deployment, and scalable modular compute centers— could deliver the critical infrastructure needed to bridge the AI compute gap that exists in the marketplace today. While today’s market focus is primarily on the 80% demand coming from Large Language and Training Models, 80% of the future demand will rely on inferencing needing low-latency millisecond compute. Our solutions not only address today’s pressing needs but also lay a solid foundation for AI inference for sustained growth and technological advancement in the future of AI.

~~Each~~BluSky AI’s ~~block~~plans ofare ~~power~~built ~~supports~~around a ~~defined~~revenue ~~compute~~model ~~capacity~~focused on delivering modular data center solutions that leverage existing power infrastructure for rapid, ~~which~~scalable, isand ~~billed~~cost-effective ~~based~~deployments. onThe company will generate revenue primarily through:

● Leasing and Subscription Services: BluSky AI plans to provide a modular, turnkey data center solutions to customers on a subscription or leasing basis. These planned services include the design, deployment, and ongoing management of facilities tailored to support power capacities of less than 50MW, which accelerates time to market and reduces capital expenditure compared to traditional builds. ● Integrated Infrastructure Services: Beyond physical infrastructure, BluSky AI plans to offer advanced operational monitoring, predictive maintenance, and energy management analytics. These value-~~Resource~~added ~~Usage~~services ~~(Compute~~may ~~Time~~help clients optimize performance and minimize downtime, ~~Memory~~creating additional revenue streams. ● Strategic Partnerships and Government Contracts: With a growing demand for secure, sustainable, and ~~Storage)~~ energy-efficient data center operations, BluSky AI plans to position itself to serve a diverse customer base—including private enterprises and governmental agencies. Current negotiations are underway with chip partners and others who have client bases that they also need to serve through potential BluSky AI’s solutions. This dependency on revenue-generating activities from both commercial and public sectors is key to its expansion strategy.

~~-Workload Type (Training vs. Inference)~~ 6

~~-Service~~Table ~~Plan~~of ~~(On-Demand vs. Reserved)~~ Contents

Key plans ~~Benefits~~for products and service families revolve around pre-fabricated modular data center designs, scalable power and cooling solutions, and integrated management systems—all aimed at delivering predictable quality and cost efficiency. This planned operational focus not only drives revenue but also underpins the company’s broader strategy to expand its footprint across multiple U.S. jurisdictions while meeting the evolving needs of high-value clients, including government, education, and others.

~~Key~~BluSky AI ~~benefits~~plans include: accelerating its development efforts to enhance its suite of SkyMod AI factories. The company’s R&D team is developing new modules that integrate advanced power management, enhanced cooling, and remote monitoring capabilities, which are designed to improve deployment speed and scalability. These enhancements target facilities with existing power infrastructure under 60MW, a segment that is seeing robust market demand due to the growing need for sustainable, cost-effective, and rapidly deployable data centers.

1Market trends indicate a steady increase in demand for modular data centers driven by rising energy efficiency requirements and the need for quicker, scalable solutions. ~~Scalability:~~Competitive ~~Modular~~conditions ~~increments~~are ~~allow~~intensifying ~~gradual~~as ~~scaling~~traditional uphyperscale data center operators and emerging off-grid, sustainable providers vie for market share. In response, BluSky AI is strategically refining its business plans and product offerings and operational efficiencies while building relationships to ~~meet~~forge ~~demand~~key partnerships with both commercial enterprises and governmental customers. This dual focus not only supports its revenue generation strategy but also positions the company to remain competitive in a dynamic and rapidly evolving market landscape.

2.Pricing Program ~~Cost Efficiency: Discounts~~ for ~~reserved~~Modular ~~plans~~AI ~~and~~Data ~~spot pricing reduce long-term costs.~~ Center

3.Our pricing ~~Flexibility:~~program ~~Tailored~~in ~~configurations~~development will be structured to provide flexibility and transparency for AI workloads. It balances resource utilization with modular scalability, catering to training, inference, orand mixed ~~workloads~~AI workflows.

4.Development plans ~~Sustainability~~include: ~~Carbon-neutral options available, appealing to ESG-conscious clients.~~

~~6 Table of Contents~~Base Structure

~~Usage~~Individual blocks ~~Metrics~~of power support a defined compute capacity, which is billed based on:

~~BluSky~~-Resource Usage AI(Compute ~~data~~Time, ~~centers will offer usage metrics calculated by the amount of compute time utilized~~Memory, ~~measured in CPU~~ and GPU hours. Customers will be billed according to the number of hours their CPUs or GPUs are in use, with GPU pricing typically being higher than CPU pricing due to the greater processing power offered by GPUs.Storage)

-Workload Type ~~Compute Time~~ (~~CPU/GPU~~Training ~~Hours~~vs. Inference):

-Service Plan ~~Customers~~(On-Demand ~~are billed based on the number of hours the CPUs or GPUs are used~~vs. Reserved)

~~- GPU pricing is typically higher than CPU pricing due to greater processing power.~~Key Benefits

-Key benefits ~~Resource~~may ~~Allocation~~include:

~~Resource allocation charges are determined by the number of cores, GPUs, or accelerators allocated, as well as their respective performance levels~~1. Scalability: ~~High-performance~~Modular ~~GPUs~~increments ~~incur~~allow ~~higher~~gradual ~~costs~~scaling ~~compared~~up to ~~entry-level~~meet ~~models due to their enhanced capabilities~~demand.

-2. Cost ~~Memory Usage~~Efficiency: Discounts for reserved plans and spot pricing reduce long-term costs.

~~Memory~~3. Flexibility: ~~usage~~Tailored ~~charges~~configurations ~~may be based on the amount of RAM used per hour or the specific memory tier utilized~~ for training, inference, or ~~inference~~mixed workloads.

4. Sustainability: Carbon-neutral ~~Storage~~options ~~Costs:~~available, appealing to ESG-conscious clients.

~~Storage costs include charges for high-speed storage used during compute processes, such as NVMe SSDs, as well as fees for long-term data storage.~~Usage Metrics

~~Type~~BluSky AI data centers plans to offer usage metrics calculated by the amount of ~~Workload:~~compute time utilized, measured in CPU and GPU hours. Customers will be billed according to the number of hours their CPUs or GPUs are in use, with GPU pricing typically being higher than CPU pricing due to the greater processing power offered by GPUs.

~~The~~Compute Time ~~type~~(CPU/GPU of workload affects pricing, with training and inference being the primary factors. Training large models, such as deep learning networks, requires significantly more resources and is priced higher. In contrast, inference, which involves deploying models for predictions, is less resource-intensive and generally incurs lower costs.Hours)

~~Reserved~~- Customers ~~vs.~~are ~~On-Demand~~billed ~~Pricing~~based on the number of hours the CPUs or GPUs are used.

~~With On~~-~~Demand~~ GPU pricing, ~~customers~~is ~~pay~~typically ahigher ~~premium~~than ~~for~~CPU ~~immediate~~pricing ~~access~~due to ~~resources~~greater ~~without~~processing ~~any long-term commitment~~power. ~~In contrast, Reserved or Subscription pricing provides discounts for reserving resources for a longer period or for bulk usage.~~

~~Pricing tiers for specific hardware configurations:~~7

~~The~~Table ~~Standard~~of tier offers low-cost, general-purpose resources suitable for small-scale tasks. The High-Performance tier, on the other hand, comes with premium pricing for advanced GPUs or clusters, designed to handle complex AI workloads.Contents

~~Location and Energy Costs:~~Resource Allocation

~~Location~~Resource allocation ~~and~~charges ~~energy~~are ~~costs~~determined ~~play~~by athe ~~significant~~number ~~role~~of incores, ~~pricing.~~GPUs, ~~Regions with lower energy costs~~ or ~~tax~~accelerators ~~incentives~~allocated, ~~for~~as ~~renewable~~well ~~energy~~as ~~typically~~their ~~offer~~respective ~~lower~~performance ~~pricing~~levels. ~~However, carbon~~ High-~~neutral~~performance orGPUs ~~sustainable~~incur ~~data~~higher ~~centers~~costs ~~may~~compared ~~charge~~to aentry-level ~~premium~~models ~~for~~due ~~green~~to ~~computing~~their ~~initiatives~~enhanced capabilities.

~~Additional Costs~~Memory Usage

~~Additional~~Memory usage ~~costs~~charges may ~~include~~be ~~networking~~based ~~fees~~on ~~for~~the ~~data~~amount ~~transfer in and out~~ of ~~the~~RAM ~~data~~used ~~center~~per hour or ~~between~~the ~~regions,~~specific asmemory ~~well~~tier asutilized ~~charges~~ for ~~software~~training ~~licenses related to proprietary AI frameworks, tools,~~ or ~~libraries.~~inference ~~Additionally, support services such as technical assistance, managed services, or custom optimization may incur extra fees~~workloads.

~~7 Table of Contents~~Storage Costs

Storage costs include charges for high-speed ~~Colocation~~storage ~~Data~~used ~~Centers:~~during compute processes, such as NVMe SSDs, as well as fees for long-term data storage.

~~Colocation~~Type of ~~data centers typically charge flat fees for rack space, power, and cooling, with additional charges applied for compute usage.~~Workload

~~Emerging~~The type ~~Trends~~of workload affects pricing, with training and inference being the primary factors. Training large models, such as deep learning networks, requires significantly more resources and is priced higher. In contrast, inference, which involves deploying models for predictions, is less resource-intensive and generally incurs lower costs.

~~Emerging trends in data center pricing and operations include several innovative approaches~~Reserved vs. ~~Pay~~On-~~As-You-Go~~Demand ~~pricing is ideal for startups or workloads with unpredictable demands, allowing customers to pay only for the resources they use. Spot~~ Pricing offers discounts for utilizing idle resources during non-peak times, which can help reduce costs. Custom AI Accelerators, like Google's TPU, are increasingly being used in data centers, offering competitive pricing tailored for specific AI tasks.

~~BluSky~~With On-Demand ~~AI’s~~pricing, ~~approach~~customers topay ~~building its modular data centers will rely on~~ a ~~complex,~~premium ~~carefully~~for ~~managed~~immediate ~~supply~~access ~~chain~~to ~~and~~resources ~~sourcing~~without ~~strategy.~~any ~~The company will leverage existing on~~long-~~site~~term ~~power~~commitment. ~~infrastructures~~In ~~and renewable energy options~~contrast, ~~such as solar, hydrogen,~~ reserved or ~~even~~subscription ~~alternative~~pricing ~~on-site~~provides ~~grid~~discounts ~~systems. This helps to accelerate deployments and reduce the need~~ for ~~extensive~~reserving ~~new~~resources ~~power installations, although securing reliable, sustainable power often involves long lead times~~ for ~~specialized~~a ~~components~~longer ~~like~~period ~~hydrogen fuel cells~~ or ~~advanced~~for ~~renewable~~bulk ~~integration systems, and can be impacted by regional regulatory constraints~~usage.

~~BluSky~~Pricing tiers AIfor ~~plans~~specific tohardware focus on sites in various U.S. jurisdictions, specifically targeting facilities with power capacities under 50MW. However, acquiring suitable land with the necessary zoning, infrastructure, and environmental clearances can be time-consuming and competitive, as prime locations are in high demand.configurations

~~For~~The Standard ~~equipment~~tier ~~sourcing,~~offers ~~BluSky AI will need to procure critical items such as transformers~~low-cost, ~~switch~~general-purpose ~~gear,~~resources ~~servers,~~suitable ~~CPUs, GPUs, racks, and cooling solutions. These components are essential~~ for ~~ensuring efficient power distribution and supporting high~~small-~~performance~~scale ~~computing workloads~~tasks. ~~However,~~The ~~these~~High-Performance ~~items often come with long lead times due to their customizability~~tier, ~~regulatory~~on ~~compliance requirements, and~~ the ~~current~~other ~~global supply chain constraints~~hand, comes ~~such~~with aspremium ~~semiconductor~~pricing ~~shortages.~~for ~~Specialized racks and~~ advanced ~~cooling~~GPUs ~~systems,~~or ~~like rear-door heat exchangers and liquid cooling modules~~clusters, ~~are~~designed ~~also~~to ~~vital~~handle ~~for~~complex ~~handling the substantial heat loads generated by modern~~ AI ~~deployments~~workloads. ~~These systems require extensive engineering and have lengthy procurement cycles.~~

~~By balancing these sourcing strategies~~ Location and ~~navigating~~Energy industry constraints, BluSky AI aims to deliver scalable, efficient, and cost-effective data center solutions that meet the evolving needs of its diverse customer base, including revenue-generating activities from commercial and governmental clients.Costs

~~BluSky~~Location and ~~AI’s~~energy ~~operational~~costs ~~model~~play isa ~~built~~significant onrole ~~leveraging~~in ~~open~~pricing. ~~standards~~Regions ~~and~~with ~~modular,~~lower ~~scalable~~energy ~~solutions~~costs ~~that~~or dotax ~~not~~incentives ~~hinge~~for onrenewable ~~proprietary~~energy ~~intellectual~~typically offer ~~property~~lower ~~rights~~pricing. ~~In fact~~However, ~~the~~carbon-neutral ~~company does not currently hold patents, trademarks, licenses, franchises,~~ or ~~concessions~~sustainable ~~that~~data ~~affect~~centers ~~its~~may ~~core~~charge ~~operations.~~a ~~This~~premium ~~approach~~for ~~provides~~green ~~several~~computing ~~advantages:~~initiatives.

· Flexibility and Agility: By not being tied to a proprietary IP portfolio, BluSky AI can rapidly adapt to technological advances and market shifts without concerns about the expiration or enforcement of specific patents or licenses. · Open Standards & Collaboration: The company embraces open-source frameworks and industry best practices—such as those embodied in the AT Protocol—allowing for interoperability and a more transparent development environment. This strategy reduces reliance on exclusive technologies and minimizes risks associated with the duration or changes in IP rights. · Cost Efficiency: Avoiding significant investments in proprietary IP frees up resources that can be redirected toward R&D, scaling operations, and forming strategic partnerships. The operational model thus remains cost-effective and resilient in a competitive, fast-evolving market.Additional Costs

~~Overall,~~Additional costs ~~BluSky~~may AIinclude ~~does~~networking ~~not~~fees ~~see~~for ~~any~~data ~~negative~~transfer ~~impact~~in onand ~~its~~out ~~operations~~of ~~related to~~ the ~~duration~~data center or ~~effect~~between ~~of patents~~regions, ~~trademarks,~~as well as charges for software licenses, ~~franchises,~~related orto ~~concessions~~proprietary AI frameworks, ~~allowing~~tools, itor tolibraries. ~~focus~~Additionally, onsupport ~~innovation~~services ~~and~~such ~~scalable~~as ~~deployment~~technical ~~without~~assistance, ~~being~~managed services, ~~encumbered~~or bycustom ~~restrictive~~optimization ~~intellectual~~may ~~property~~incur ~~concerns~~extra fees.

~~BluSky~~Colocation Data AI faces several risks associated with its modular data center model, reliance on GPUs, and constraints in the U.S. energy grid, as well as potential exposure to government contract renegotiation or termination.Centers

8Colocation data ~~Table~~centers oftypically ~~Contents~~charge flat fees for rack space, power, and cooling, with additional charges applied for compute usage.

In summary, BluSky AI’s planned operations are designed to meet constant, year-round needs. This non-seasonal nature is a significant strength, allowing the company to focus on scalable, long-term growth while mitigating risks associated with fluctuating market cycles.Emerging Trends

~~BluSky~~Emerging trends AIin ~~plans~~data tocenter ~~operate~~pricing inand aoperations ~~highly~~include ~~competitive~~several ~~data~~innovative ~~center~~approaches. ~~market~~Pay-As-You-Go ~~that~~pricing is ~~rapidly~~ideal ~~evolving~~for ~~alongside~~startups or workloads with unpredictable demands, allowing customers to pay only for the ~~surge~~resources inthey ~~demand~~use. Spot Pricing offers discounts for AIutilizing ~~computing~~idle resources during non-peak times, ~~particularly~~which ~~GPU~~can onhelp ~~demand~~reduce ~~services~~costs. ~~Here~~Custom AI Accelerators, like Google’s TPU, are ~~some~~increasingly ~~key~~being used ~~points~~in ~~regarding~~data ~~the~~centers, offering competitive ~~landscape~~pricing ~~and~~tailored ~~growth~~for ~~prospects:~~specific AI tasks.

· Competitive Environment in Data Centers: BluSky AI faces competition from traditional hyperscale data center providers (like AWS, Google, and Microsoft) as well as specialized modular data center firms. Its focus on deploying modular solutions that integrate with existing power infrastructure gives it a competitive edge by offering faster deployment, lower capital costs, and scalability. However, the market is crowded, and large players benefit from economies of scale and long-established supply chains. · GPU on Demand and AI Workloads: The demand for GPUs has skyrocketed as AI workloads intensify. BluSky AI targets this growing segment by offering flexible, high-density computing solutions. Despite robust market growth, global semiconductor supply constraints and fierce competition from major GPU vendors such as NVIDIA and AMD present challenges. BluSky AI is investing in supply chain resilience and strategic partnerships to secure a steady supply of GPUs to meet customer needs. · Growth Dynamics: With the increasing importance of AI across industries, the overall market for data centers and GPU-powered infrastructure is expected to continue growing. BluSky AI’s modular approach allows it to capture a portion of this growth by meeting the rising demand for energy-efficient, rapidly deployable data centers that can scale as client requirements evolve. This growth is fueled by the need for continuous, non-seasonal computing capacity, particularly in sectors like government, finance, and healthcare. · Risks and Strategic Considerations: While BluSky AI is well-positioned, it must navigate industry challenges such as long lead times for critical components, energy grid constraints in certain regions, and potential disruptions in the semiconductor supply chain. Additionally, competitive pressures may force frequent innovations or strategic adjustments, particularly as larger players ramp up their AI and GPU offerings.8

~~Compliance~~Table ~~with~~of ~~Government Regulation~~Contents

~~Since~~BluSky AI’s ~~the~~approach ~~Divestiture~~to ofbuilding ~~CMCS~~its modular data centers will rely on a complex, carefully managed supply chain and sourcing strategy. BluSky AI has already developed key vendor relationships and solution partners over the ~~Clavo~~prior ~~Rico~~years ~~mine~~of working in ~~January~~the ~~2023~~hyperscale environment. The company will leverage existing on-site power infrastructures and renewable energy options, wesuch ~~are~~as nosolar, ~~longer~~hydrogen, ~~subject~~or even alternative on-site grid systems. This helps to accelerate deployments and reduce the ~~mining~~need ~~regulations~~for ofextensive ~~Honduras~~new power installations, although securing reliable, sustainable power often involves long lead times for specialized components like hydrogen fuel cells or advanced renewable integration systems, and can be impacted by regional regulatory constraints.

~~The~~BluSky AI ~~Company’s~~plans ~~policy is~~ to ~~conduct~~focus ~~our~~on ~~business~~sites in avarious ~~manner~~U.S. ~~that~~jurisdictions, ~~safeguards~~specifically ~~public~~targeting ~~health~~facilities ~~and~~with ~~mitigates~~power ~~the~~capacities ~~environmental~~under ~~effects of our business activities~~50MW. ToHowever, acquiring ~~comply~~suitable land with ~~these~~the ~~laws~~necessary ~~and regulations~~zoning, ~~we have made~~infrastructure, and inenvironmental ~~the~~clearances ~~future~~can ~~may~~ be ~~required~~time-consuming toand ~~make~~competitive, as ~~capital~~prime ~~and~~locations ~~operating~~are ~~expenditures~~in high demand.

-For equipment Insourcing, ~~the~~BluSky UAI will need to procure critical items such as transformers, switch gear, servers, CPUs, GPUs, LPUs, racks, and cooling solutions.S These components are essential for ensuring efficient power distribution and supporting high-performance computing workloads. However, ~~federal~~these ~~guidelines~~items ~~like~~often ~~the~~come ~~Federal~~with ~~Data~~long ~~Center~~lead ~~Enhancement~~times ~~Act~~due ~~focus~~to ontheir ~~cybersecurity~~customizability, ~~resiliency~~regulatory compliance requirements, and the ~~energy~~current ~~efficiency~~global supply chain constraints, such as semiconductor shortages. ~~https://www~~Specialized racks and advanced cooling systems, like rear-door heat exchangers and liquid cooling modules, are also vital for handling the substantial heat loads generated by modern AI deployments.~~congress~~ These systems require extensive engineering and have lengthy procurement cycles.~~gov/bill/118th-congress/senate-bill/933/text~~

InBy balancing ~~2023,~~these ~~the~~sourcing ~~European~~strategies ~~Union~~and ~~introduced~~navigating ~~the~~industry ~~revised~~constraints, ~~Energy~~BluSky ~~Efficiency~~AI ~~Directive~~is ~~(EED,~~targeting ~~EU/2023/1791)~~to ~~that~~deliver ~~requires~~scalable, efficient, and cost-effective data ~~centers~~center tosolutions ~~report~~that ~~energy~~meet ~~efficiency~~the ~~data~~evolving toneeds ~~the~~of ~~European~~its ~~Commission.~~diverse ~~https://energy.ec.europa.eu/topics/energy~~customer base, including revenue-~~efficiency/energy-efficiency-targets-directive-~~generating activities from commercial and~~-rules/energy-efficiency-directive_en~~ governmental clients.

~~Data~~BluSky AI’s ~~centers~~operational ~~have~~model ais ~~significant~~being ~~environmental~~built ~~footprint,~~on leveraging open standards and ~~compliance~~modular, ~~with~~scalable ~~environmental~~solutions ~~regulations~~that isdo ~~critical~~not hinge on proprietary intellectual property rights. In fact, the company does not currently hold patents, trademarks, licenses, franchises, or concessions that affect its core operations. This approach provides several advantages:

● Flexibility and Agility: By not being tied to a proprietary IP portfolio, BluSky AI can rapidly adapt to technological advances and market shifts without concerns about the expiration or enforcement of specific patents or licenses. ● Open Standards & Collaboration: The company embraces open-source ~~Air~~frameworks ~~Quality~~and industry best practices—such as those embodied in the AT Protocol—allowing for interoperability and a more transparent development environment. This strategy reduces reliance on exclusive technologies and minimizes risks associated with the duration or changes in IP rights. ● Cost Efficiency: ~~Backup~~Avoiding ~~generators~~significant ~~require~~investments ~~air~~in ~~permits~~proprietary IP frees up resources that can be redirected toward R&D, scaling operations, and ~~adherence~~forming tostrategic ~~emission~~partnerships. ~~standards~~The operational model thus remains cost-effective and resilient in a competitive, fast-evolving market.

-Overall, BluSky ~~Water~~AI ~~Management:~~does ~~Cooling~~not ~~systems~~see ~~often~~an ~~need~~impact ~~permits~~on ~~for~~its ~~water~~operations ~~usage~~related to the duration or effect of patents, trademarks, licenses, franchises, or concessions, allowing it to focus on innovation and ~~discharge~~scalable deployment without being encumbered by restrictive intellectual property concerns.

-BluSky AI ~~Hazardous~~faces ~~Materials:~~several ~~Proper~~risks ~~storage~~associated ~~and~~with ~~disposal~~its ofmodular ~~materials~~data ~~like~~center ~~batteries~~model, reliance on GPUs, and ~~used~~constraints ~~oil~~in ~~are~~the ~~essential~~U.S. energy grid, as well as potential exposure to government contract renegotiation or termination.

~~Capital Equipment and Research & Development Expenditures~~9

~~During~~Table ~~the~~of year ended December 31, 2024, we did not incur any expense related to research and development. Additionally, we are not currently conducting any research and development activities other than those relating to the Company’s new artificial intelligence-related operations. Contents

~~Employees~~BluSky AI plans to operate in a highly competitive data center market that is rapidly evolving alongside the surge in demand for AI computing, particularly GPU on demand services. Here are some key points regarding the competitive landscape and growth prospects:

As● ofCompetitive Environment in Data Centers: BluSky AI faces competition from traditional hyperscale data center providers (like AWS, Google, and Microsoft) as well as specialized modular data center firms. Its focus on deploying pre-fabricated modular solutions that integrate with existing power infrastructure gives it a competitive edge that may offer faster deployment, lower capital costs, and scalability. However, the ~~date~~market is crowded, and large players benefit from economies of scale and long-established supply chains. ● GPU on Demand and AI Workloads: The demand for GPUs has skyrocketed as AI workloads intensify. BluSky AI plans to target this ~~filing,~~growing wesegment ~~currently~~with ~~employ~~the 0intent ~~full~~to offer flexible, high-~~time~~density ~~employees~~computing solutions. Despite robust market growth, global semiconductor supply constraints and 0fierce ~~temporary~~competition ~~employees~~from inmajor ~~the~~GPU ~~United~~vendors ~~States~~such as NVIDIA and AMD present challenges. WeBluSky ~~have~~AI ~~contracts~~is ~~with~~investing ~~various~~in ~~independent~~supply ~~contractors~~chain resilience and ~~consultants~~strategic partnerships with multiple vendors to ~~fulfill~~secure ~~additional~~a steady supply of GPUs to meet customer needs. ● Growth Dynamics: With the increasing importance of AI across industries, ~~including~~the ~~investor~~overall ~~relations~~market for data centers and ~~other~~GPU-powered ~~administrative~~infrastructure ~~functions~~is expected to continue growing. BluSky AI’s pre-fabricated modular approach may allow it to capture a portion of this growth by meeting the rising demand for energy-efficient, rapidly deployable data centers that can scale as client requirements evolve. This growth is fueled by the need for continuous, non-seasonal computing capacity, particularly in sectors like government, finance, and ~~may~~healthcare. ~~staff~~● ~~further~~Risks ~~with~~and ~~employees~~Strategic Considerations: While BluSky AI is well-positioned, it must navigate industry challenges such as welong ~~expand~~lead ~~activities~~times for critical components, energy grid constraints in certain regions, and ~~bring~~potential ~~new~~disruptions ~~projects~~in ~~online~~the semiconductor supply chain. Additionally, competitive pressures may force frequent innovations or strategic adjustments, particularly as larger players ramp up their AI and GPU offerings.

~~Patents,~~Compliance with ~~Trademarks,~~Government ~~Licenses, Franchises, Concessions, Royalty Agreements or Labor Contracts~~Regulation

WeSince the dodivestiture ~~not~~of ~~currently~~CMCS ~~own~~and ~~any~~the ~~patents~~Clavo orRico ~~trademarks.~~mine ~~Also~~in January 2023, we are ~~not~~no alonger ~~party~~subject to ~~any~~the ~~license~~mining orregulations ~~franchise~~of ~~agreements, concessions, or labor contracts arising from any patents~~Honduras. ~~trademarks, or royalty agreements.~~

The Company’s ~~Information~~policy is to conduct our business in a manner that safeguards public health and mitigates the environmental effects of our business activities. To comply with these laws and regulations, we have made, and in the future may be required to make, capital and operating expenditures.

~~The public may read and copy any materials that we file with~~ In the ~~SEC at the SEC’s Public Reference Room at 100 F Street, NE, Washington, D~~U.CS., ~~20549.~~federal ~~The~~guidelines ~~public~~like ~~may obtain information on~~ the ~~operation~~Federal ofData ~~the~~Center ~~Public~~Enhancement ~~Reference~~Act ~~Room~~focus byon ~~calling the SEC at 1-800-SEC-0330. The SEC maintains an Internet site that contains reports~~cybersecurity, ~~proxy and information statements~~resiliency, and ~~other~~energy ~~information regarding issuers that file electronically with the SEC~~efficiency. ~~The address of that site is www.sec.gov. Further information about the Company may be found at its website~~ https: //www.~~inceptionmining~~congress.~~com. The Company makes available its filings to investors, free of charge, on this website.~~gov/bill/118th-congress/senate-bill/933/text

~~Reports~~In 2023, the European Union introduced the revised Energy Efficiency Directive (EED, EU/2023/1791) that requires data centers to ~~Security~~report energy ~~Holders~~efficiency data to the European Commission. https://energy.ec.europa.eu/topics/energy-efficiency/energy-efficiency-targets-directive-and-rules/energy-efficiency-directive_en

You may read and copy any materials that we file with the SEC at the SEC’s Public Reference Room at 100 F Street, N.E., Washington, D.C. 20549. You may also find all the reports that we have filed electronically with the SEC at their Internet site www.sec.gov.10

~~ITEM~~Table ~~1A.~~of ~~RISK FACTORS~~Contents

AnData centers ~~investment~~have ~~in our securities involves~~ a ~~high~~significant ~~degree~~environmental offootprint, ~~risk.~~and ~~You~~compliance ~~should~~with ~~consider~~environmental ~~carefully~~regulations ~~the~~is ~~following risks~~critical, ~~along~~including with ~~all~~respect to of the other information included in this report, before deciding to buy our common stock. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial may also impair our business operations. If we are unable to prevent events that have a negative effect from occurring, then our business may suffer.following:

~~RISKS~~- Air ~~RELATED~~Quality: TOBackup ~~OUR~~generators ~~COMPANY~~require air permits and adherence to emission standards.

We- Water ~~rely~~Management: onCooling ~~third~~systems ~~parties~~often ~~and~~need ~~disruptions~~permits infor ~~the~~water ~~supply~~usage ~~chain~~and ~~could cause significant delays~~discharge.

~~One~~- Hazardous ofMaterials: ~~the~~Proper ~~primary~~storage risks comes from its reliance on modular data center providers. Any disruptions in the supply chain, such as delays in manufacturing, installation, or shipping, could affect deployment schedules. Furthermore, standardization challenges across different jurisdictions may require design adjustments, increasing both costs and ~~deployment~~disposal ~~times.~~of ~~The~~materials ~~need~~like ~~for~~batteries specialized equipment, such as liquid cooling systems for high-performance AI workloads, also introduces compatibility risks with various modular providers. Another significant risk revolves around the GPU supply chain and ~~performance.~~used ~~GPUs~~oil are essential ~~for BluSky AI's high-performance computing infrastructure, particularly for AI and machine learning workloads~~. However, the global semiconductor supply chain remains volatile, with shortages, geopolitical restrictions, and high demand from cloud and AI companies impacting availability and pricing. BluSky AI’s dependence on a few major GPU manufacturers, such as NVIDIA and AMD, increases procurement risks, as delays or price hikes from these suppliers can directly affect operational costs and scalability.

WeCapital Equipment ~~rely~~and onResearch ~~the~~& ~~existing~~Development ~~U.S. energy grid~~Expenditures

~~Additionally, there are risks related to~~ During the ~~U.S.~~year ~~energy~~ended ~~grid.~~December ~~The growing demand for data centers~~31, ~~combined with aging energy infrastructure in some regions~~2025, ~~poses~~we adid ~~risk~~not toincur BluSky AI's ability to secure reliable power for its facilities. Regulatory restrictions on energy consumption and sustainability requirements may also affect site selection and operational costs. Power-intensive AI workloads require stable energy supplies, and any ~~potential~~expenses ~~grid~~related ~~instabilities could necessitate costly backup solutions, such as on-site renewables or energy storage systems. For BluSky AI's government contracts, any portion of its business tied~~ to ~~these~~research agreements may be subject to renegotiation of profits or termination at the government’s discretion. Changes in federal or state regulations, budget reallocations, or shifts in policy could impact existing agreements, and ~~government contracts often include termination clauses, meaning the government can end agreements without cause, potentially leading to financial losses~~development. Additionally, the company must comply with evolving security and data protection requirements in government contracts, which may require additional investment in infrastructure and regulatory compliance measures.

~~We operate in a highly competitive and growing market~~Employees

~~BluSky~~As of AIthe ~~operates~~date inof athis ~~highly~~filing, ~~competitive~~we ~~data~~currently ~~center~~employ ~~market~~5 ~~that~~full-time isemployees ~~rapidly~~and ~~evolving~~4 part-time employees in ~~response~~the United States. We have contracts with various independent contractors and consultants to ~~the~~fulfill ~~growing~~additional ~~demand~~needs, ~~for~~including AIinvestor ~~computing~~relations and other administrative functions, ~~particularly~~and ~~GPU~~may ~~on-demand~~staff ~~services.~~further ~~The~~with ~~company~~employees ~~faces~~as ~~competition~~we ~~from~~expand ~~traditional~~activities ~~hyperscale~~and ~~data~~bring ~~center~~new ~~providers~~projects ~~like~~online. ~~AWS,~~We ~~Google,~~are ~~and~~negotiating ~~Microsoft,~~managed asservices contracts ~~well~~with astop ~~specialized~~vendors ~~modular~~to utilize their employees and expertise in data ~~center~~management ~~firms.~~to negate the need to initially expand a large BluSky AI’s staff with growth.

~~The demand for GPUs has skyrocketed with the intensifying AI workloads~~Patents, ~~and BluSky AI targets this expanding segment by offering flexible~~ Trademarks, ~~high-density computing solutions. However~~Licenses, global semiconductor supply constraints and fierce competition from major GPU vendors such as NVIDIA and AMD present challenges. BluSky AI must navigate industry challenges such as long lead times for critical componentsFranchises, ~~energy grid constraints~~Concessions, ~~and~~Royalty ~~potential~~Agreements ~~disruptions in the semiconductor supply chain. Moreover, competitive pressures may force frequent innovations~~ or ~~strategic~~Labor ~~adjustments, especially as larger players ramp up their AI and GPU offerings.~~Contracts

10We do ~~Table~~not ofcurrently ~~Contents~~own any patents or trademarks. Also, we are not a party to any license or franchise agreements, concessions, or labor contracts arising from any patents. trademarks, or royalty agreements.

~~An occurrence of an uncontrollable event such as the COVID-19 pandemic may negatively affect our operations.~~Company Information

The public ~~occurrence~~may ofread anand ~~uncontrollable~~copy ~~event~~any ~~such~~materials asthat ~~the~~we ~~COVID-19~~file ~~pandemic~~with ~~may~~the ~~negatively~~SEC ~~affect~~at ~~our~~the ~~operations.~~SEC’s APublic ~~pandemic~~Reference ~~typically~~Room ~~results~~at in100 ~~social~~F ~~distancing~~Street, ~~travel~~NE, ~~bans and quarantine~~Washington, D.C. ~~and~~20549. ~~this~~The public may ~~limit~~obtain ~~access~~information toon ~~our~~the ~~facilities,~~operation ~~customers,~~of ~~management,~~the ~~support~~Public ~~staff~~Reference ~~and~~Room ~~professional~~by ~~advisors.~~calling ~~These~~the ~~factors,~~SEC inat ~~turn,~~1-800-SEC-0330. ~~may~~The SEC ~~not~~maintains ~~only~~an ~~impact~~Internet ~~our~~site ~~operations,~~that ~~financial~~contains ~~condition~~reports, proxy and ~~demand~~information ~~for~~statements, ~~our goods~~ and ~~services~~other ~~but~~information ~~our~~regarding ~~overall~~issuers ~~ability~~that file toelectronically ~~react~~with ~~timely~~the toSEC. ~~mitigate~~The ~~the~~address ~~impact~~ of ~~this~~that ~~event~~site is www.sec.gov. ~~Also,~~Further itinformation about the Company may ~~hamper~~be ~~our~~found at ~~efforts~~its towebsite: ~~comply~~www.bluskyaidatacenters.com. ~~with~~The ~~our~~Company ~~filing~~makes ~~obligations~~available ~~with~~its ~~the~~filings ~~Securities~~to ~~and~~investors, ~~Exchange~~free ~~Commission~~of charge, on this website.

~~We have incurred losses since our inception in 2007 and may never be profitable, which raises doubt about our ability~~ Reports to ~~continue~~Security ~~as a going concern.~~Holders

~~Since~~You may ~~our~~read ~~inception in 2007~~ and ~~until~~copy ~~the~~any ~~Merger~~materials inthat ~~2015,~~ we ~~had~~file ~~nominal~~with ~~operations~~the ~~and~~SEC ~~incurred~~at ~~operating~~the ~~losses.~~SEC’s AsPublic ofReference ~~December~~Room ~~31, 2024, our accumulated deficit since inception was $29,863,364. We have substantial current obligations and~~ at ~~December~~100 ~~31,~~F ~~2024~~Street, ~~we had $3,346,850 of current liabilities compared to $0 of current assets~~N. ~~Since inception~~E., ~~we have been able to raise only minimal additional capital~~Washington, D.C. ~~and~~20549. weYou ~~have~~may ~~minimal~~also ~~cash~~find onall ~~hand. Accordingly,~~ the ~~Company~~reports ~~does~~that ~~not have sufficient cash resources or current assets to pay its current obligations, and~~ we have ~~been~~filed ~~meeting~~electronically ~~many~~with ~~of our obligations through~~ the ~~issuance~~SEC ofat ~~our~~their ~~common~~Internet ~~stock~~site ~~to our employees, consultants, and advisors as payment for the goods and services~~www.sec.gov.

~~Our management continues to search for additional financing; however, considering the difficult U~~ITEM 1A.S. ~~and~~RISK global economic conditions along with the substantial turmoil in the capital and credit markets, there is a significant possibility that we will be unable to obtain financing to continue our operations.FACTORS

~~These~~An investment ~~circumstances~~in ~~raise~~our ~~substantial~~securities ~~doubt~~involves ~~about~~a ~~our~~high ~~ability~~degree toof ~~continue~~risk. asYou ashould ~~going~~consider ~~concern~~carefully asthe ~~described~~following risks, along with all of the other information included in anthis ~~explanatory~~report, ~~paragraph~~before deciding to buy our ~~independent~~common ~~registered~~stock. ~~public~~Additional ~~accounting~~risks ~~firm’s~~and ~~report~~uncertainties onnot ~~our~~currently known ~~audited~~to ~~financial~~us ~~statements~~or asthat ofwe ~~and~~currently ~~for~~deem ~~the~~to ~~year~~be ~~ended~~immaterial ~~December~~may ~~31,~~also ~~2024~~impair our business operations. If we are unable to ~~continue~~prevent asevents that have a ~~going~~negative ~~concern,~~effect ~~investors~~from ~~will~~occurring, ~~likely~~then ~~lose~~our ~~all~~business ofmay ~~their investment in our company~~suffer.

WeRISKS RELATED ~~are~~TO ~~Subject~~OUR ~~to Legal Proceedings.~~COMPANY

We rely ~~are~~on ~~subject~~third toparties ~~legal~~and ~~proceedings~~disruptions ~~and~~in ~~litigation,~~the ~~which~~supply ~~can~~chain becould ~~expensive~~cause ~~and~~significant ~~unpredictable~~delays.

WeOne of dothe ~~not~~primary ~~currently~~risks ~~carry~~comes ~~any~~from ~~property~~its reliance on modular data center providers. Any disruptions in the supply chain, such as delays in manufacturing, installation, or ~~casualty~~shipping, ~~insurance~~could affect deployment schedules. Furthermore, standardization challenges across different jurisdictions may require design adjustments, increasing both costs and deployment times. The need for specialized equipment, such as liquid cooling systems for high-performance AI workloads, also introduces compatibility risks with various modular providers. Another significant risk revolves around the GPU supply chain and performance. GPUs are essential for BluSky AI’s high-performance computing infrastructure, particularly for AI and machine learning workloads. However, the global semiconductor supply chain remains volatile, with shortages, geopolitical restrictions, and high demand from cloud and AI companies impacting availability and pricing. BluSky AI’s dependence on a few major GPU manufacturers, such as NVIDIA and AMD, increases procurement risks, as delays or price hikes from these suppliers can directly affect operational costs and scalability.

Our business is subject to a number of risks and hazards generally, including but not limited to potential disruptions from natural disasters, such as earthquakes or floods, which could impact data center operations. Cybersecurity threats pose another significant risk, as data centers are prime targets for malicious attacks. Additionally, the company must navigate regulatory compliance challenges, particularly in meeting environmental standards and data protection laws. Market volatility and competition in the rapidly evolving AI and HPC sectors also present operational risks. 11

~~Such~~Table occurrences could result in damage to our properties, equipment, and infrastructure, personal injury or death, environmental damage, delays, monetary losses, and possible legal liability. You could lose all or part of your investment if any such catastrophic event occurs. We do not carry any property or casualty insurance at this time (but we will carry all insurances that we are required to by law, such as motor vehicle and workers’ compensation, plus other coverage that may be in the best interest of the Company). Even if we do obtain insurance, it may not cover all of the risks associated with our operations. Insurance against risks such as environmental pollution or other hazards as a result of exploration and operations are often not available to us or to other companies in our business on acceptable terms. Should any events against which we are not insured occur, we may become subject to substantial losses, costs, and liabilities, which will adversely affect our financial condition.Contents

We rely ~~face~~on ~~high competition in~~ the AIexisting ~~compute~~U.S. ~~data~~energy ~~center industry~~grid.

Additionally, there are risks related to the U.S. energy grid. The growing demand for data ~~center~~centers, ~~industry~~combined iswith ~~characterized~~aging byenergy ~~intense~~infrastructure ~~competition.~~in some regions, poses a risk to BluSky AI’s ~~Inc~~ability to secure reliable power for its facilities. ~~faces~~Regulatory ~~rivals~~restrictions ~~ranging~~on ~~from~~energy ~~large~~consumption and sustainability requirements may also affect site selection and operational costs. Power-intensive AI workloads require stable energy supplies, ~~established~~and ~~players~~any potential grid instabilities could necessitate costly backup solutions, such as on-site renewables or energy storage systems. For BluSky AI’s government contracts, any portion of its business tied to ~~nimble~~these ~~emerging~~agreements ~~companies~~may be subject to renegotiation of profits or termination at the government’s discretion. ~~These~~Changes ~~competitors~~in ~~generally~~federal ~~have~~or ~~more~~state ~~extensive~~regulations, ~~financial~~budget ~~resources~~reallocations, ~~advanced~~or ~~technology~~shifts in policy could impact existing agreements, and ~~larger~~government ~~technical~~contracts ~~staffs~~often include termination clauses, ~~placing~~meaning ~~BluSky~~the AIgovernment atcan aend agreements ~~relative~~without ~~disadvantage~~cause, potentially leading to financial losses. Additionally, the company must comply with evolving security and data protection requirements in government contracts, which may require additional investment in infrastructure and regulatory compliance measures.

We operate ~~face~~in ~~resource~~a ~~acquisition~~highly ~~challenges~~competitive ~~due to our size~~ and ~~recent~~growing ~~expansion into these operations~~market.

~~Competing~~BluSky AI ~~companies~~operates ~~often~~in ~~have~~a ~~the~~highly ~~greater~~competitive ~~financial~~data ~~muscle~~center market that is rapidly evolving in response to ~~secure~~the ~~highly~~growing ~~desirable~~demand ~~properties,~~for ~~equipment~~AI computing, ~~and~~particularly GPU ~~technical~~on-demand ~~expertise~~services. ~~This~~The ~~imbalance~~company ~~may~~faces ~~hinder~~competition ~~BluSky~~from ~~AI’s~~traditional ~~ability~~hyperscale todata ~~compete~~center ~~for~~providers ~~necessary~~like ~~capital~~AWS, Google, and ~~strategic partnerships~~Microsoft, as ~~ultimately~~well ~~affecting~~as ~~growth~~specialized ~~prospects~~modular data center firms.

The demand ~~existing~~for ~~scarcity~~GPUs ofhas ~~Powered~~skyrocketed ~~Lands~~with ~~makes~~the ~~our~~intensifying ~~potential~~AI ~~acquisitions~~workloads, ~~more~~and ~~expensive~~BluSky ~~and~~AI wetargets ~~face~~this ~~increased~~expanding segment by offering flexible, high-density computing solutions. However, global semiconductor supply constraints and fierce competition from major GPU vendors such as NVIDIA and AMD present challenges. BluSky AI must navigate industry challenges such as long lead times for critical components, energy grid constraints, and potential disruptions in ~~making~~the ~~acquisitions~~semiconductor supply chain. Moreover, competitive pressures may force frequent innovations or strategic adjustments, especially as larger players ramp up their AI and GPU offerings.

~~"Powered~~An occurrence ~~land" in the context~~ of ~~data~~an ~~centers~~uncontrollable ~~refers~~event tosuch ~~land~~as ~~that~~the ~~is pre~~COVID-~~equipped~~19 ~~with~~pandemic amay ~~committed~~negatively ~~power~~affect ~~infrastructure,~~our ~~often including a signed agreement with a utility provider~~operations. This ensures that the site has a guaranteed power load available, typically ranging from 50 to 1000 MW, before construction begins. Such arrangements significantly reduce delays and risks associated with securing power during the development phase.

~~There~~The occurrence isof aan ~~limited~~uncontrollable ~~availability~~event ofsuch ~~quality~~as ~~properties~~the ~~that~~COVID-19 ~~would~~pandemic bemay ~~potential~~negatively ~~business~~affect ~~targets~~our operations. A pandemic typically results in social distancing, travel bans and quarantine, and this may limit access to our facilities, customers, management, support staff and professional advisors. These factors, in turn, may not only impact our operations, financial condition and demand for our ~~business~~goods and services but our overall ability to react timely to mitigate the impact of this event. Also, it may hamper our efforts to comply with our filing obligations with the Securities and Exchange Commission.

~~BluSky~~We have ~~AI’s~~incurred ~~business~~losses ~~model~~since ~~depends~~our oninception ~~securing~~in ~~powered~~2007 ~~lands~~ and ~~valuable~~may ~~mineral~~never ~~properties~~be ~~for data center exploration. However~~profitable, ~~there~~which israises adoubt ~~limited~~about ~~supply~~our ofability ~~such lands, especially in high-demand regions like the United States. Larger competitors, with established networks and deeper pockets, are often better positioned~~ to ~~claim~~continue oras ~~lease~~a ~~these sites~~going concern.

11Since our ~~Table~~inception in 2007, we have incurred operating losses. As of ~~Contents~~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.

WeOur management ~~face~~continues ~~acquisition~~to ~~disadvantages~~search ~~due~~for toadditional ~~our~~financing; ~~size~~however, considering the difficult U.S. and ~~lack~~global ofeconomic ~~funding~~conditions along with the substantial turmoil in the capital and credit markets, there is a significant possibility that we will be unable to obtain financing to continue our operations.

The competitive market for mineral lands means BluSky AI may face higher acquisition costs or be unable to secure properties that meet its operational requirements. This scarcity can delay project timelines and limit geographic expansion, thereby reducing the company’s competitive edge.12

WeTable ~~face~~of ~~ongoing challenges in retaining talent and recruiting contractors with expertise in our industry.~~Contents

InThese circumstances ~~addition~~raise tosubstantial ~~competing~~doubt ~~for~~about ~~physical~~our ~~assets,~~ability ~~BluSky~~to AIcontinue ~~faces~~as ~~stiff~~a ~~competition~~going inconcern, ~~recruiting~~which ~~and~~is ~~retaining~~further ~~skilled~~described ~~professionals.~~in ~~Larger~~an ~~companies~~explanatory paragraph ~~can~~to ~~offer~~our ~~more~~independent ~~attractive~~registered ~~compensation~~public ~~packages~~accounting ~~and benefits, which may impede BluSky AI~~firm’s ~~efforts~~report toon ~~build~~our ~~and~~audited ~~maintain~~financial astatements ~~high-caliber~~as ~~technical~~of and ~~operational~~for ~~team.~~the ~~The~~year ended ~~inability~~December to31, ~~secure~~2025. orIf ~~retain~~we ~~top~~are ~~talent~~unable ~~not only affects day-~~to~~-day~~ ~~operations~~continue ~~but~~as ~~also~~a ~~limits~~going ~~the~~concern, ~~company’s~~investors ~~ability~~will tolikely ~~innovate~~lose ~~and~~all ~~execute~~of ~~its~~their ~~long-term~~investment ~~strategy. This talent gap can lead to delays~~ in ~~property~~our ~~development and operation, further disadvantaging the~~ company ~~relative to its competitors~~.

~~Our~~We are ~~operations~~Subject ~~require~~to ~~high~~Legal ~~infrastructure costs~~Proceedings.

~~Developing~~We are ~~and~~subject ~~operating data centers is capital-intensive. BluSky AI must invest heavily in infrastructure~~ to ~~compete~~legal ~~effectively.~~proceedings ~~Limited~~and ~~financial resources~~litigation, ~~compared~~which ~~to competitors,~~ can ~~constrain~~be ~~the~~expensive ~~company’s ability to fund rapid expansion~~ and ~~state-of-the-art technology deployment~~unpredictable.

We do ~~may~~not ~~experience~~currently ~~difficulty~~carry ~~raising~~any ~~capital~~property toor ~~fund~~casualty ~~our operations~~insurance.

~~The~~Our business ~~need~~is ~~for~~subject ~~continuous~~to ~~investment~~a innumber ~~property~~of ~~acquisition~~risks and hazards generally, ~~infrastructure~~including ~~development~~but not limited to potential disruptions from natural disasters, such ~~and~~as ~~talent~~earthquakes ~~recruitment~~or ~~increases~~floods, ~~the~~which ~~company’s~~could ~~dependency~~impact ondata ~~raising~~center ~~capital~~operations. ~~Difficulty~~Cybersecurity inthreats ~~securing~~pose ~~adequate~~another ~~funding~~significant ~~could~~risk, ~~lead~~as todata centers ~~reduced~~are ~~operational~~prime ~~capacity~~targets for malicious attacks. Additionally, ~~stalled~~the ~~expansion~~company ~~plans~~must navigate regulatory compliance challenges, particularly in meeting environmental standards and, ~~ultimately,~~data ~~material~~protection ~~adverse~~laws. ~~effects~~Market onvolatility ~~business~~and ~~performance~~competition in the rapidly evolving AI and HPC sectors also present operational risks.

WeSuch occurrences ~~depend~~could onresult in damage to our ~~Chief~~properties, ~~Executive~~equipment, ~~Officer~~and infrastructure, personal injury or death, environmental damage, delays, monetary losses, and ~~Chief~~possible ~~Financial~~legal ~~Officer~~liability. You could lose all or part of your investment if any such catastrophic event occurs. We do not carry any property or casualty insurance at this time (but we will carry all insurances that we are required to by law, such as motor vehicle and workers’ compensation, plus other coverage that may be in the ~~loss~~best interest of ~~this~~the ~~individual~~Company). ~~could~~Even if we do obtain insurance, it may not cover all of the risks associated with our operations. Insurance against risks such as environmental pollution or other hazards as a result of exploration and operations are often not available to us or to other companies in our business on acceptable terms. Should any events against which we are not insured occur, we may become subject to substantial losses, costs, and liabilities, which will adversely affect our ~~business~~financial condition.

~~Our~~We face ~~company~~high iscompetition completely dependent on Trent D’Ambrosio, our Chief Executive Officer and Chief Financial Officer. Mr. D’Ambrosio is also a member of our Board of Directors. The loss of Mr. D’Ambrosio could significantly and adversely affect our business and could even result in ~~a complete failure of~~ the ~~Company.~~AI Wecompute dodata ~~not~~center ~~carry any life insurance on the life of Mr~~industry. ~~D’Ambrosio.~~

~~Rapid~~The data ~~technological~~center ~~change~~industry ~~may~~is ~~result~~characterized inby ~~our~~intense ~~technology~~competition. ~~becoming~~BluSky ~~obsolete~~AI orInc. infaces ~~our~~rivals ranging from large, established players to nimble emerging companies. These competitors ~~having~~generally anhave ~~advantage~~more extensive financial resources, advanced technology, and larger technical staffs, placing BluSky AI at a relative disadvantage.

~~BluSky~~We face ~~AI’s~~resource ~~reliance~~acquisition onchallenges ~~cutting‐edge~~due AIto ~~compute~~our ~~technology,~~size ~~including quantum encryption~~ and ~~advanced~~recent ~~GPU~~expansion ~~chip~~into ~~technology,~~these ~~exposes the company to the risk of rapid technological obsolescence~~operations. ~~New developments by competitors or unforeseen technical challenges may render current solutions less competitive or require significant reinvestment.~~

~~The~~Competing companies ~~timelines~~often ~~for~~have ~~integration~~the greater financial muscle to secure highly desirable properties, equipment, and ~~deployment~~technical expertise. This imbalance may ~~cause~~hinder ~~uncertainty~~BluSky AI’s ability to compete for necessary capital and ~~unpredictability~~strategic inpartnerships, ~~our~~ultimately ~~results~~affecting ofgrowth ~~operations~~prospects.

~~While~~The existing ~~the~~scarcity ~~modular~~of ~~container~~Powered ~~centers~~Lands ~~are~~makes ~~designed~~our ~~for~~potential ~~rapid~~acquisitions ~~deployment,~~more ~~any~~expensive ~~delays~~and inwe ~~installation,~~face ~~integration~~increased ofcompetition ~~renewable~~in ~~energy~~making ~~sources, or unforeseen engineering challenges may extend timelines and impair revenue recognition~~acquisitions.

12“Powered land” ~~Table~~in the context of ~~Contents~~data centers refers to land that is pre-equipped with a committed power infrastructure, often including a signed agreement with a utility provider. This ensures that the site has a guaranteed power load available, typically ranging from 50 to 1000 MW, before construction begins. Such arrangements significantly reduce delays and risks associated with securing power during the development phase.

~~Our~~There is ~~Component~~a ~~and~~limited ~~infrastructure~~availability ~~dependency~~of ~~may~~quality ~~result~~properties inthat ~~supply~~would ~~chain~~be ~~delays~~potential ~~and~~business ~~disruption~~targets for our business.

~~The company~~BluSky AI’s business model depends ~~heavily~~ on securing ~~critical~~powered ~~components—from~~lands ~~renewable~~and ~~energy~~valuable ~~infrastructure~~mineral ~~(solar,~~properties ~~wind,~~for ~~geothermal)~~data tocenter ~~GPU chips~~exploration. ~~Disruptions~~However, inthere is ~~these~~a limited supply ~~chains~~of orsuch ~~changes~~lands, especially in ~~supplier~~high-demand ~~terms~~regions ~~could~~like ~~lead~~the toUnited ~~increased~~States. ~~costs~~Larger competitors, with established networks and deeper pockets, are often better positioned to claim or ~~reduced~~lease ~~capacity~~these ~~expansion~~sites.

~~We rely on strategic partnerships with third parties to advance our business strategy.~~13

~~Partnerships~~Table ~~with~~of key technology suppliers and energy infrastructure providers are central to BluSky AI’s strategy. Any breakdown or change in these relationships could impact deployment capabilities and market competitiveness.Contents

~~There~~We face isacquisition ~~uncertainty~~disadvantages ~~that~~due ~~the~~to ~~markets~~our ~~will~~size ~~adopt~~and AIlack ~~compute~~of ~~infrastructure as it is a relatively new industry~~funding.

~~While~~The competitive ~~demand~~market for mineral lands means BluSky AI ~~compute~~may ~~infrastructure~~face ishigher ~~surging,~~acquisition ~~there~~costs ~~remains~~or ~~uncertainty~~be ~~about~~unable ~~the~~to ~~pace~~secure ofproperties ~~market~~that ~~adoption,~~meet ~~customer~~its operational ~~retention,~~requirements. ~~and~~This ~~the~~scarcity ~~ability~~can todelay ~~scale~~project ~~operations~~timelines ~~profitably~~and ~~amid~~limit ~~evolving~~geographic ~~client~~expansion, ~~needs~~thereby reducing the company’s competitive edge.

We face aongoing ~~changing~~challenges ~~regulatory~~in ~~landscape~~retaining talent and ~~increasing~~recruiting ~~compliance~~contractors ~~costs~~with ~~that~~expertise ~~must~~in ~~be paid to continue~~ our ~~operations~~industry.

~~Operating~~In addition onto ~~powered~~competing ~~land~~for physical assets, BluSky AI faces stiff competition in recruiting and ~~harnessing~~retaining ~~renewable~~skilled ~~energy~~professionals. ~~exposes~~Larger companies ~~the~~can ~~company~~offer more attractive compensation packages and benefits, which may impede BluSky AI’s efforts to ~~diverse~~build ~~regulatory~~and maintain a high-caliber technical and ~~permitting~~operational ~~environments~~team. ~~Changes~~The ininability ~~local,~~to ~~state,~~secure or ~~federal~~retain ~~regulations—especially~~top ~~those~~talent ~~related~~not only affects day-to-day ~~energy~~operations ~~use~~but also limits the company’s ability to innovate and ~~environmental~~execute ~~standards—could~~its ~~delay~~long-term ~~project~~strategy. ~~timelines~~This ortalent ~~increase~~gap ~~costs~~can lead to delays in property development and operation, further disadvantaging the company relative to its competitors.

~~Ensuring~~Our operations ~~compliance~~require ~~with~~high ~~evolving~~infrastructure ~~industry, environmental, and cybersecurity standards may necessitate additional investments in technology and personnel, impacting overall margins~~costs.

WeDeveloping and ~~face~~operating ~~advanced~~data ~~security~~centers ~~requirements~~is ~~and~~capital-intensive. ~~risks~~BluSky ~~due~~AI must invest heavily in infrastructure to ~~cybersecurity~~compete ~~and~~effectively. ~~data~~Limited ~~protection~~financial resources, ~~regulations~~compared to competitors, can constrain the company’s ability to fund rapid expansion and state-of-the-art technology deployment.:

~~Although~~We may ~~BluSky~~experience AIdifficulty ~~leverages~~raising ~~quantum~~capital ~~encryption~~ to ~~enhance~~fund ~~data~~our protection, the integration of such advanced security measures is not without risk. Potential vulnerabilities in the evolving technology or sophisticated cyberattacks could compromise client data and damage the company’s reputation.operations

WeThe need ~~require~~for ~~additional~~continuous investment in property acquisition, ~~significant~~infrastructure development, and talent recruitment increases the company’s dependency on raising capital. Difficulty in securing adequate funding could lead to ~~fund~~reduced ~~our~~operational capacity, stalled expansion; plans, ~~none~~and, ofultimately, ~~which~~material isadverse ~~committed~~effects aton ~~this~~business ~~time~~performance.

~~Rapid~~We depend ~~deployment~~on ~~across~~our ~~multiple~~Chief ~~sites~~Executive Officer and ~~the~~Chief ~~significant~~Financial ~~capital~~Officer ~~expenditure~~and ~~required~~the ~~for~~loss ~~modular~~of ~~scalability~~this ~~might~~individual ~~strain financial resources. Inadequate funding or unfavorable capital market conditions~~ could ~~hamper~~adversely ~~growth~~affect ~~and~~our ~~increase dilution risks for current shareholders~~business. ~~Difficulties in coordinating large-scale, geographically diverse projects may result in inefficiencies and increased operational costs.~~

Our company ~~commitment~~is tocompletely ~~sustainability~~dependent ~~adds~~on ~~additional~~Trent ~~costs~~D’Ambrosio, our Chief Executive Officer and ~~obligations~~Chief toFinancial Officer. Mr. D’Ambrosio is also a member of our Board of Directors. The loss of Mr. D’Ambrosio could significantly and adversely affect our business and could even result in a complete failure of the Company. We do not carry any life insurance on the life of Mr. D’Ambrosio.

~~The~~Rapid technological ~~focus~~change onmay ~~green~~result ~~power~~in ~~and~~our ~~renewable~~technology ~~energy,~~becoming ~~while~~obsolete ~~a competitive differentiator, also exposes the company to risks if renewable energy prices fluctuate~~ or ifin ~~new~~our ~~environmental~~competitors ~~regulations~~having ~~are~~an ~~enacted that affect operational costs~~advantage.

WeBluSky AI’s ~~face~~reliance ~~reputational~~on ~~risks~~cutting-edge ifAI wecompute ~~experience~~technology, ~~bad~~including ~~publicity~~quantum encryption and advanced GPU chip technology, exposes the company to the risk of rapid technological obsolescence. New developments by competitors or ~~adverse~~unforeseen ~~results~~technical inchallenges ~~our~~may ~~operations~~render current solutions less competitive or require significant reinvestment.

AsThe timelines afor ~~public~~integration ~~company,~~and ~~BluSky~~deployment ~~AI’s~~may ~~commitment~~cause touncertainty ~~sustainability~~ and ~~security~~unpredictability ~~must be consistently upheld. Any lapses~~ in ~~ESG~~our ~~performance~~results orof ~~publicized operational failures could lead to reputational damage and reduced investor confidence~~operations.

WeWhile the ~~face~~modular ~~regional~~container ~~operational~~centers ~~challenges~~are ~~that~~designed ~~may~~for ~~result~~rapid deployment, any delays in ~~additional~~installation, ~~administrative~~integration ~~expense~~of ~~and~~renewable ~~complexity~~energy insources, or ~~our~~unforeseen ~~operations~~engineering challenges may extend timelines and impair revenue recognition.

~~While~~Our component ~~geographic~~and ~~diversification offers resilience, it also introduces complexity. Variations in local regulatory environments,~~ infrastructure ~~readiness,~~dependency ~~and market demand across different states or regions~~ may result in ~~inconsistent~~supply ~~performance~~chain delays and ~~increased management challenges~~disruption.

~~These~~The Company’s ~~risk~~model ~~factors,~~depends ~~while~~heavily ~~not~~on ~~exhaustive,~~securing ~~highlight~~critical ~~key~~components—from ~~areas~~renewable ~~where~~energy ~~BluSky~~infrastructure ~~AI Inc. may face uncertainties that could impact its business model~~(solar, ~~operational performance~~wind, ~~and~~geothermal) to ~~financial~~GPU ~~outcomes~~chips. ~~Investors~~Disruptions ~~and~~in ~~stakeholders~~these ~~should~~supply ~~consider~~chains ~~these~~or ~~factors~~changes ~~alongside~~in ~~the~~supplier ~~company’s~~terms ~~strategic~~could ~~initiatives~~lead ~~and~~to ~~market~~increased ~~opportunities~~costs ~~when~~or ~~evaluating~~reduced ~~its~~capacity ~~long-term prospects~~expansion.

~~13 Table of Contents~~14

~~Our~~Table ~~independent~~of ~~auditors have expressed substantial doubt about our ability to continue as a going concern.~~Contents

InWe rely ~~their~~on ~~audit~~strategic ~~opinion~~partnerships ~~issued in connection~~ with ~~our~~third ~~consolidated~~parties 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~~advance ~~as a going concern given~~ our recurring net losses, negative cash flows from operations and the limited amount of funds on our balance sheet. We have prepared our financial statements on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities and commitments in the normal course of business. ~~The consolidated financial statements do not include any adjustments that might be necessary should we be unable to continue in existence~~strategy. ~~This could make it more difficult to raise capital in the future.~~

~~Risks~~Partnerships with ~~Associated~~key ~~with~~technology ~~Our~~suppliers ~~Common~~and ~~Stock~~energy infrastructure providers are central to BluSky AI’s strategy. Any breakdown or change in these relationships could impact deployment capabilities and market competitiveness.

~~Trading~~There is onuncertainty ~~the~~that ~~Over-~~the~~-Counter~~ markets ~~may~~will beadopt ~~volatile~~AI ~~and~~compute ~~sporadic,~~infrastructure ~~which~~as ~~could depress the market price of our common stock and make~~ it ~~difficult~~is ~~for~~a ~~our~~relatively ~~stockholders~~new ~~to resell their shares~~industry.

~~Our~~While demand ~~common~~for ~~stock~~AI iscompute ~~quoted~~infrastructure ~~on the OTC Pink tier of the over-the-counter markets administered by OTC Markets Group, Inc. under the symbol “BSAI”. Trading in stock quoted on over-the-counter markets~~ is ~~often thin~~surging, ~~volatile,~~there ~~and~~remains ~~characterized~~uncertainty byabout ~~wide fluctuations in trading prices due to many factors that may have little to do with our operations or business prospects. This volatility could depress~~ the ~~market~~pace ~~price~~ of ~~our~~market ~~common stock for reasons unrelated to operating performance. Moreover~~adoption, ~~the~~customer ~~Over-the-Counter markets are not a stock exchange~~retention, and ~~trading of securities on~~ the ~~over~~ability ~~the~~to ~~counter~~scale ~~markets~~operations isprofitably ~~often~~amid ~~more~~evolving ~~sporadic~~client ~~than the trading of securities listed on other stock exchanges such as the NASDAQ Stock Market, New York Stock Exchange or American Stock Exchange~~needs. ~~Accordingly, our shareholders may have difficulty reselling any of their shares.~~

~~Our~~We face ~~stock is~~ a ~~penny~~changing ~~stock.~~regulatory ~~Trading~~landscape ~~of our stock may be restricted by the SEC’s penny stock regulations~~ and ~~the~~increasing ~~FINRA’s~~compliance ~~sales~~costs ~~practice~~that ~~requirements,~~must ~~which~~be ~~may~~paid ~~limit a stockholders’ ability~~ to ~~buy~~continue ~~and sell~~ our ~~stock~~operations.

Our stock is a penny stock. The SEC has adopted Rule 15g-9 which generally defines penny stock to be any equity security that has a market price (as defined) less than $5.00 per share or an exercise price of less than $5.00 per share, subject to certain exceptions. Our securities are covered by the penny stock rules, which impose additional sales practice requirements Operating on ~~broker-dealers~~powered ~~who~~land ~~sell~~assets ~~to persons other than established customers~~ and ~~accredited~~harnessing ~~investors.~~renewable ~~The~~energy ~~term~~exposes accredited investor refers generally to institutions with assets in excess of $5,000,000 or individuals with a net worth in excess of $1,000,000 or annual income exceeding $200,000 or $300,000 jointly with their spouse. The penny stock rules require a broker-dealer, prior to a transaction in a penny stock not otherwise exempt from the ~~rules,~~company to ~~deliver~~diverse aregulatory ~~standardized risk disclosure document in a form prepared by the SEC which provides information about penny stocks~~ and ~~the~~permitting ~~nature and level of risks in the penny stock market~~environments. ~~The broker-dealer must also provide the customer with current bid and offer quotations for the penny stock, the compensation of the broker-dealer and its salesperson~~ Changes in ~~the transaction and monthly account statements showing the market value of each penny stock held in the customers’ account. The bid and offer quotations~~local, ~~and the broker-dealer and salesperson compensation information~~state, ~~must be given to the customer orally~~ or infederal ~~writing~~regulations—especially ~~prior~~those torelated ~~effecting the transaction and must be given~~ to ~~the~~energy ~~customer~~use in writing before or with the customer’s confirmation. In addition, the penny stock rules require that prior to a transaction in a penny stock not otherwise exempt from these rules; the broker-dealer must make a special written determination that the penny stock is a suitable investment for the purchaser and ~~receive~~environmental ~~the~~standards—could ~~purchaser’s~~delay ~~written~~project timelines agreement to the transaction. These disclosure requirements may have the effect of reducing the level of trading activity in the secondary market for the stock that is subject to these penny stock rules. Consequently, these penny stock rules may affect the ability or ~~willingness~~increase ~~of broker-dealers to trade our securities~~costs. ~~We believe that the penny stock rules discourage broker-dealer and investor interest in, and limit the marketability of, our common stock.~~

14Ensuring compliance ~~Table~~with ofevolving ~~Contents~~industry, environmental, and cybersecurity standards may necessitate additional investments in technology and personnel, impacting overall margins.

~~Our~~We face ~~common~~advanced ~~stock~~security ~~may~~requirements beand ~~affected~~risks bydue ~~limited~~to ~~trading~~cybersecurity ~~volume~~ and ~~price~~data ~~fluctuation~~protection ~~which could adversely impact the value of our common stock~~regulations.

~~There~~Although BluSky ~~has~~AI ~~been~~leverages ~~limited~~quantum ~~trading~~encryption ~~in our common stock and there can be no assurance that an active trading market in our common stock will either develop or be maintained. Our common stock has experienced, and is likely~~ to ~~experience~~enhance indata ~~the future~~protection, ~~significant price and volume fluctuations which could adversely affect~~ the ~~market~~integration ~~price~~ of ~~our~~such ~~common~~advanced ~~stock~~security ~~without~~measures ~~regard~~is tonot ~~our operating performance~~without risk. InPotential ~~addition,~~vulnerabilities ~~we believe that factors such as quarterly fluctuations~~ in ~~our financial results and changes in~~ the ~~overall~~evolving ~~economy~~technology or ~~the~~sophisticated ~~condition~~cyberattacks ~~of the financial markets~~ could ~~cause~~compromise ~~the~~client ~~price~~data of our common stock to fluctuate substantially. These fluctuations may also cause short sellers to periodically enter the market in the belief that we will have poor results in the future. We cannot predict the actions of market participants and, ~~therefore,~~damage ~~can offer no assurances that~~ the company’s ~~market for our common stock will be stable or appreciated over time~~reputation.

~~FINRA~~We require ~~sales~~additional, ~~practice~~significant ~~requirements~~capital ~~may~~to ~~also~~fund ~~limit~~our aexpansion; ~~stockholders’~~none ~~ability~~of towhich ~~buy~~is ~~and~~committed ~~sell~~at ~~our~~this ~~stock~~time.

InRapid deployment ~~addition~~across tomultiple ~~the~~sites ~~penny~~and ~~stock rules promulgated by~~ the ~~SEC,~~significant ~~which~~capital ~~are~~expenditure ~~discussed~~required ~~in the immediately preceding risk factor, FINRA rules require that in recommending an investment to a customer, a broker-dealer must have reasonable grounds~~ for ~~believing~~modular ~~that~~scalability ~~the~~might ~~investment~~strain isfinancial ~~suitable for that customer~~resources. Inadequate ~~Prior~~funding toor ~~recommending~~unfavorable ~~speculative~~capital ~~low-priced~~market ~~securities~~conditions tocould ~~their~~hamper ~~non-institutional~~growth ~~customers, broker-dealers must make reasonable efforts to obtain information about the customer’s financial status, tax status, investment objectives~~ and ~~other~~increase ~~information.~~dilution ~~Under~~risks ~~interpretations of these rules, FINRA believes that there is a high probability that speculative low-priced securities will not be suitable~~ for atcurrent ~~least some customers~~shareholders. Difficulties ~~FINRA~~in ~~requirements~~coordinating ~~make it more difficult for broker~~large-~~dealers~~scale, togeographically ~~recommend~~diverse ~~that~~projects ~~their customers buy our common stock, which~~ may ~~limit~~result ~~the~~in ~~ability~~inefficiencies ~~to buy~~ and ~~sell~~increased ~~our~~operational ~~stock and have an adverse effect on the market value for our shares~~costs.

~~Because~~Our commitment ~~the~~to ~~SEC~~sustainability ~~imposes~~adds additional ~~sales~~costs ~~practice~~and ~~requirements~~obligations ~~on brokers who deal in shares of penny stocks, some brokers may be unwilling~~ to ~~trade~~ our ~~securities~~business. ~~This means that you may have difficulty reselling your shares, which may cause the value of your investment to decline.~~

~~Our~~The focus ~~shares~~on ~~are~~green ~~classified~~power ~~as penny stocks~~ and ~~are~~renewable 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. For sales of our securitiesenergy, ~~broker-dealers~~while ~~must make~~ a ~~special~~competitive ~~suitability~~differentiator, ~~determination~~also ~~and~~exposes ~~receive~~the acompany ~~written agreement prior from you~~ to ~~making~~risks aif ~~sale~~renewable onenergy prices ~~your~~fluctuate ~~behalf.~~or ~~Because~~if ofnew ~~the~~environmental ~~imposition~~regulations ofare ~~the~~enacted ~~foregoing additional sales practices, it is possible~~ that ~~broker-dealers~~affect ~~will~~operational ~~not want to make a market in our common stock~~costs. ~~This could prevent you from reselling your shares and may cause the value of your investment to decline.~~

AWe face ~~decline~~reputational inrisks ~~the~~if ~~price~~we ofexperience ~~our~~bad ~~common~~publicity ~~stock~~or ~~could~~adverse ~~affect~~results ~~our~~in ~~ability to raise further working capital, it may adversely impact~~ our ~~ability to continue~~ operations ~~and we may go out of business~~.

~~A prolonged decline in the price of our common stock could result in~~ As a ~~reduction~~public incompany, ~~the~~BluSky ~~liquidity~~AI’s ofcommitment ~~our~~to ~~common~~sustainability ~~stock~~ and asecurity ~~reduction~~must inbe ~~our~~consistently ~~ability to raise capital~~upheld. ~~Because~~Any welapses ~~may attempt to acquire a significant portion of the funds we need~~ in ~~order~~ESG ~~to conduct our planned operations through the sale of equity securities,~~ performance or ~~convertible~~publicized ~~debt~~operational ~~instruments,~~failures ~~a decline in the price of our common stock~~ could belead ~~detrimental~~ to ~~our~~reputational ~~liquidity~~damage and ~~our~~reduced ~~operations~~investor ~~because the decline may cause investors to not choose to invest in our stock~~confidence. If we are unable to raise the funds we require for all our planned operations, we may be forced to reallocate funds from other planned uses and may suffer a significant negative effect on our business plan and operations, including our ability to develop new products and continue our current operations. As a result, our business may suffer, and not be successful and we may go out of business. We also might not be able to meet our financial obligations if we cannot raise enough funds through the sale of our common stock and we may be forced to go out of business.

15We face ~~Table~~regional ofoperational ~~Contents~~challenges that may result in additional administrative expense and complexity in our operations.

~~Our~~While geographic ~~stock~~diversification ~~price~~offers resilience, it also introduces complexity. Variations in local regulatory environments, infrastructure readiness, and market demand across different states or regions may beresult ~~volatile~~in inconsistent performance and increased management challenges.

~~The~~These risk ~~stock~~factors, ~~market~~while innot ~~general~~exhaustive, ~~has~~highlight ~~experienced~~key ~~volatility~~areas ~~that~~where ~~often~~BluSky ~~has~~AI ~~been unrelated to the operating performance of any specific public company~~Inc. ~~The~~may ~~market~~face ~~price~~uncertainties ofthat ~~our~~could ~~common~~impact ~~stock~~its isbusiness ~~likely~~model, operational toperformance, ~~be highly volatile~~ and ~~could~~financial ~~fluctuate~~outcomes. ~~widely~~Investors inand ~~price~~stakeholders inshould ~~response~~consider tothese ~~various~~ factors, ~~many~~alongside ofthe ~~which~~company’s strategic ~~are~~initiatives ~~beyond~~and ~~our~~market ~~control,~~opportunities ~~including~~when ~~the~~evaluating ~~following:~~its long-term prospects.

● changes in our industry; ● competitive pricing pressures; ● our ability to obtain working capital financing; ● additions or departures of key personnel; ● limited “public float” in the hands of a small number of persons whose sales or lack of sales could result in positive or negative pricing pressure on the market prices of our common stock; ● sales of our common stock; ● our ability to execute our business plan; ● operating results that fall below expectations; ● loss of any strategic relationship; ● regulatory developments; ● economic and other external factors; and ● period-to-period fluctuations in our financial results.15

InTable ~~addition, the securities markets have from time to time experienced significant price and volume fluctuations that are unrelated to the operating performance~~ of ~~particular companies. These market fluctuations may also materially and adversely affect the market price of our common stock.~~Contents

WeOur independent auditors have ~~never~~expressed ~~paid~~substantial adoubt ~~cash~~about ~~dividend on~~ our ~~common~~ability ~~stock~~to ~~and~~continue weas doa ~~not~~going ~~anticipate paying any in the foreseeable future~~concern.

WeIn their ~~have~~audit ~~not~~opinion ~~paid~~issued ain ~~cash~~connection ~~dividend~~with on our ~~common~~consolidated ~~stock~~balance tosheets ~~date~~as of December 31, 2025, and weour dorelated ~~not~~consolidated ~~intend~~statements of tooperations ~~pay~~and comprehensive loss, stockholders’ deficit, and cash ~~dividends~~flows infor the ~~foreseeable~~year ~~future.~~ended ~~Our~~December ~~ability~~31, to2025, ~~pay~~our ~~dividends~~auditors have ~~will~~expressed ~~depend~~substantial ondoubt about our ability to ~~successfully~~continue ~~develop~~as ~~one~~a orgoing ~~more~~concern ~~properties~~given ~~and~~our ~~generate~~recurring ~~revenue~~net losses, negative cash flows from operations. ~~Notwithstanding,~~and wethe ~~will~~limited ~~likely~~amount ~~elect~~of tofunds ~~retain~~on ~~any~~our ~~earnings,~~balance ifsheet. ~~any,~~We tohave ~~finance~~prepared our ~~growth.~~financial ~~Future~~statements ~~dividends~~on ~~may~~a ~~also~~going beconcern ~~limited~~basis, which bycontemplates ~~bank~~the ~~loan~~realization ~~agreements~~of orassets ~~other~~and ~~financing~~the ~~instruments~~satisfaction ~~that~~of weliabilities ~~may~~and ~~enter~~commitments ~~into~~ in the ~~future~~normal course of business. The consolidated ~~declaration~~financial ~~and~~statements ~~payment~~do ofnot ~~dividends~~include ~~will~~any adjustments that might be atnecessary ~~the~~should ~~discretion~~we ofbe ~~our~~unable ~~Board~~to ofcontinue ~~Directors~~in existence. This could make it more difficult to raise capital in the future.

WeRisks Associated ~~have~~with ~~not~~Our ~~voluntarily~~Common implemented various corporate governance measures, in the absence of which, shareholders may have more limited protections against interested director transactions, conflicts of interest and similar matters.Stock

~~Recent~~Trading on ~~federal legislation, including~~ the ~~Sarbanes~~Over-~~Oxley Act of 2002 and~~ the-Counter ~~Jumpstart~~markets ~~our~~may ~~Business~~be ~~Startups~~volatile ~~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. Some of these measures have been adopted in response to legal requirements. Others have been adopted by companies in response to the requirements of national securities exchangessporadic, ~~such as the NYSE or The NASDAQ Stock Market, on~~ which ~~their~~could ~~securities~~depress ~~are listed. Among~~ the ~~corporate~~market ~~governance~~price ~~measures that are required under the rules~~ of ~~national securities exchanges and NASDAQ are those that address board of directors’ independence, audit committee oversight and the adoption of a code of ethics. While~~ our ~~Board~~common ofstock ~~Directors has adopted a Code of Ethics~~ and ~~Business~~make ~~Conduct,~~it wedifficult for ~~have not yet adopted any of these corporate governance measures and, since~~ our ~~securities~~stockholders ~~are not listed on a national securities exchange or NASDAQ, we are not required~~ to doresell so. It is possible that if we were to adopt some or all of these corporate governance measures, shareholders would benefit from somewhat greater assurances that internal corporate decisions were being made by disinterested directors and that policies had been implemented to define responsible conduct. For example, in the absence of audit, nominating and compensation committees comprised of at least a majority of independent directors, decisions concerning matters such as compensation packages to our senior officers and recommendations for director nominees may be made by a majority of directors who have an interest in the outcome of the matters being decided. Prospective investors should bear in mind our current lack of corporate governance measures in formulating their ~~investment decisions~~shares.

16Our common ~~Table~~stock is quoted on the OTCID Basic Market tier of ~~Contents~~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. Trading in stock quoted on over-the-counter markets is often thin, volatile, and characterized by wide fluctuations in trading prices due to many factors that may have little to do with our operations or business prospects. This volatility could depress the market price of our common stock for reasons unrelated to operating performance. 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. Accordingly, our shareholders may have difficulty reselling any of their shares.

~~Difficulties~~Our stock weis ~~may~~a ~~encounter~~penny ~~managing~~stock. Trading of our ~~growth~~stock ~~could~~may ~~adversely~~be ~~affect~~restricted ~~our~~by ~~results~~the ofSEC’s ~~operations~~penny stock regulations and the FINRA’s sales practice requirements, which may limit a stockholders’ ability to buy and sell our stock.

AsOur stock ~~our~~is ~~business~~a ~~needs~~penny ~~expand~~stock. The SEC has adopted Rule 15g-9 which generally defines penny stock to be any equity security that has a market price (as defined) less than $5.00 per share or an exercise price of less than $5.00 per share, wesubject ~~may~~to ~~need~~certain exceptions. Our securities are covered by the penny stock rules, which impose additional sales practice requirements on broker-dealers who sell to ~~hire~~persons other than established customers and accredited investors. The term accredited investor refers generally to institutions with assets in excess of $5,000,000 or individuals with a ~~significant~~net ~~number~~worth in excess of ~~employees~~$1,000,000 or annual income exceeding $200,000 or $300,000 jointly with their spouse. ~~This~~The ~~expansion~~penny ~~may~~stock ~~place~~rules require a ~~significant~~broker-dealer, ~~strain~~prior onto ~~our~~a ~~managerial~~transaction in a penny stock not otherwise exempt from the rules, to deliver a standardized risk disclosure document in a form prepared by the SEC which provides information about penny stocks and ~~financial~~the ~~resources~~nature and level of risks in the penny stock market. ToThe ~~manage~~broker-dealer must also provide the ~~potential~~customer ~~growth~~with current bid and offer quotations for the penny stock, the compensation of ~~our~~the ~~operations~~broker-dealer and ~~personnel~~its salesperson in the transaction and monthly account statements showing the market value of each penny stock held in the customers’ account. The bid and offer quotations, weand ~~will~~the broker-dealer and salesperson compensation information, must be ~~required~~given to: the customer orally or in writing prior to effecting the transaction and must be given to the customer in writing before or with the customer’s confirmation. In addition, the penny stock rules require that prior to a transaction in a penny stock not otherwise exempt from these rules; the broker-dealer must make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser’s written agreement to the transaction. These disclosure requirements may have the effect of reducing the level of trading activity in the secondary market for the stock that is subject to these penny stock rules. Consequently, these penny stock rules may affect the ability or willingness of broker-dealers to trade our securities. We believe that the penny stock rules discourage broker-dealer and investor interest in, and limit the marketability of, our common stock.

●Our common ~~improve~~stock ~~existing,~~may ~~and~~be ~~implement~~affected ~~new,~~by ~~operational,~~limited ~~financial~~trading ~~and~~volume ~~management controls, reporting systems~~ and ~~procedures;~~price ●fluctuation ~~install~~which ~~enhanced~~could ~~management~~adversely ~~information~~impact ~~systems;~~the ~~and~~value ●of ~~train, motivate, and manage~~ our ~~employees~~common stock.

WeThere has ~~may~~been ~~not~~limited betrading ~~able~~in toour ~~install~~common ~~adequate~~stock ~~management~~and ~~information~~there ~~and~~can ~~control~~be ~~systems~~no inassurance that an ~~efficient~~active trading market in our common stock will either develop or be maintained. Our common stock has experienced, and ~~timely~~is ~~manner~~likely to experience in the future, significant price and volume fluctuations which could adversely affect the market price of our ~~current~~common orstock ~~planned~~without ~~personnel,~~regard ~~systems~~to our operating performance. In addition, ~~procedures~~we believe that factors such as quarterly fluctuations in our financial results and ~~controls~~changes ~~may~~in ~~not~~the beoverall ~~adequate~~economy toor ~~support~~the condition of the financial markets could cause the price of our ~~future~~common ~~operations~~stock to fluctuate substantially. IfThese wefluctuations ~~are~~may ~~unable~~also cause short sellers to ~~manage~~periodically enter ~~growth~~the ~~effectively~~market in the belief that we will have poor results in the future. We cannot predict the actions of market participants and, therefore, can offer no assurances that the market for our ~~business~~common ~~would~~stock will be ~~seriously~~stable ~~harmed~~or appreciated over time.

~~If we lose key personnel or are unable to attract and retain additional qualified personnel, we may not be able to successfully manage our business and achieve our objectives.~~16

WeTable ~~believe~~of our future success will depend upon our ability to retain our key management, primarily Mr. D’Ambrosio, our Chief Executive Officer and Chief Financial Officer. We may not be successful in attracting, assimilating and retaining our employees in the future.Contents

~~Offers~~FINRA sales orpractice ~~availability~~requirements ~~for~~may ~~sale~~also oflimit a ~~substantial~~stockholders’ ~~number~~ability ofto ~~shares~~buy ofand ~~our~~sell ~~common stock may cause the price of~~ our ~~common~~ stock ~~to decline~~.

IfIn addition ~~our~~to ~~stockholders~~the ~~sell~~penny ~~substantial~~stock ~~amounts~~rules ofpromulgated ~~our~~by ~~common~~the ~~stock~~SEC, which are discussed in the ~~public~~immediately ~~market~~preceding ~~upon~~risk ~~the~~factor, ~~expiration~~FINRA ofrules ~~any~~require that ~~statutory~~in ~~holding~~recommending ~~period,~~an ~~under~~investment ~~Rule~~to ~~144~~a customer, ora ~~issued~~broker-dealer ~~upon~~must ~~the~~have ~~exercise~~reasonable ofgrounds ~~outstanding~~for ~~options~~believing orthat ~~warrants,~~the itinvestment ~~could~~is ~~create~~suitable for athat ~~circumstance~~customer. ~~commonly~~Prior ~~referred~~to recommending speculative low-priced securities to astheir annon-institutional ~~“overhang”~~customers, ~~and~~broker-dealers inmust make ~~anticipation~~reasonable ofefforts ~~which~~to obtain information about the ~~market~~customer’s ~~price~~financial ofstatus, ~~our~~tax ~~common~~status, ~~stock~~investment ~~could~~objectives ~~fall~~and other information. ~~The~~Under ~~existence~~interpretations of anthese ~~overhang~~rules, ~~whether~~FINRA orbelieves that there is a high probability that speculative low-priced securities will not ~~sales~~be ~~have~~suitable ~~occurred~~for orat ~~are~~least ~~occurring,~~some ~~also~~customers. ~~could~~FINRA requirements make it more difficult ~~our~~for ~~ability~~broker-dealers to ~~raise~~recommend ~~additional~~that ~~financing~~their customers ~~through~~buy ~~the~~our ~~sale~~common ofstock, ~~equity~~which ormay ~~equity~~limit ~~related~~the ~~securities~~ability into ~~the~~buy ~~future~~and atsell aour ~~time~~stock and ~~price~~have ~~that~~an weadverse ~~deem~~effect ~~reasonable~~on orthe ~~appropriate~~market value for our shares.

~~ITEM~~Because the ~~1B:~~SEC ~~UNRESOLVED~~imposes ~~STAFF~~additional ~~COMMENTS~~sales practice requirements on brokers who deal in shares of penny stocks, some brokers may be unwilling to trade our securities. This means that you may have difficulty reselling your shares, which may cause the value of your investment to decline.

~~None~~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. For sales of our securities, broker-dealers must make a special suitability determination and receive a written agreement prior from you to making a sale on your behalf. Because of the imposition of the foregoing additional sales practices, it is possible that broker-dealers will not want to make a market in our common stock. This could prevent you from reselling your shares and may cause the value of your investment to decline.

~~ITEM~~A decline ~~1C:~~in ~~CYBERSECURITY~~the price of our common stock could affect our ability to raise further working capital, it may adversely impact our ability to continue operations and we may go out of business.

~~Our~~A prolonged ~~board~~decline in the price of ~~directors~~our ~~and~~common ~~senior~~stock ~~management~~could ~~recognize~~result ~~the~~in ~~critical~~a ~~importance~~reduction in the liquidity of ~~maintaining~~our ~~the~~common ~~trust~~stock and ~~confidence~~a ofreduction in our ~~clients,~~ability ~~business~~to ~~partners~~raise ~~and employees~~capital. ~~Our~~Because ~~management,~~we ~~led~~may byattempt to acquire a significant portion of the funds we need in order to conduct our ~~Chief~~planned operations ~~Executive~~through ~~Officer~~the sale of equity securities, isor ~~actively~~convertible ~~involved~~debt instruments, a decline in ~~oversight~~the price of our ~~risk~~common ~~management~~stock ~~efforts,~~could ~~and~~be detrimental ~~cybersecurity~~to ~~represents~~our anliquidity ~~important~~and ~~component~~our ofoperations because the ~~Company’s~~decline ~~overall~~may ~~approach~~cause investors to ~~enterprise~~not ~~risk~~choose ~~management~~to ~~(“ERM”).~~invest ~~Our~~in ~~cybersecurity~~our ~~processes~~stock. ~~and~~If ~~practices~~we are unable ~~fully~~to ~~integrated~~raise ~~into~~ the ~~Company’s~~funds ~~ERM~~we ~~efforts.~~require Infor ~~general~~all our planned operations, we ~~seek~~may be forced to ~~address~~reallocate ~~cybersecurity~~funds ~~risks~~from ~~through~~other aplanned ~~cross-functional~~uses ~~approach~~and may ~~that~~suffer isa ~~focused~~significant onnegative ~~preserving~~effect ~~the~~on ~~confidentiality,~~our ~~security~~business plan and ~~availability~~operations, ofincluding ~~the~~our ~~information~~ability ~~that~~to wedevelop ~~collect~~new products and ~~store~~continue our bycurrent ~~identifying,~~operations. ~~preventing~~As ~~and~~a ~~mitigating~~result, ~~cybersecurity~~our ~~threats~~business may suffer, and ~~effectively~~not ~~responding~~be tosuccessful ~~cybersecurity~~and ~~incidents~~we ~~when~~may ~~they~~go ~~occur.~~out Inof ~~addition,~~business. weWe ~~regularly~~also ~~review~~might ~~cybersecurity~~not be ~~trends~~able ~~and,~~to ~~partially~~meet asour afinancial ~~result~~obligations ofif ~~our~~we ~~prior~~cannot ~~cybersecurity~~raise ~~exposure,~~enough ~~have~~funds ~~moved~~through ~~some~~the sale of our ~~internal~~common ~~servers~~stock and we may be forced to go ~~off-site~~out ~~locations~~of business.

17Our stock ~~Table~~price ofmay ~~Contents~~be volatile.

~~Data~~The stock ~~security~~market ~~within~~in ageneral ~~data~~has ~~center:~~experienced volatility that often has been unrelated to the operating performance of any specific public company. The market price of our common stock is likely to be highly volatile and could fluctuate widely in price in response to various factors, many of which are beyond our control, including the following:

Is● ~~provided~~changes byin aour ~~combination~~industry; of● ~~dedicated~~competitive ~~security~~pricing pressures; ● our ability to obtain working capital financing; ● additions or departures of key personnel,; ~~advanced~~● ~~technologies,~~limited ~~and~~“public ~~stringent~~float” ~~protocols.~~in ~~This~~the ~~includes~~hands ~~physical~~of ~~security~~a ~~measures~~small ~~like~~number ~~access~~of ~~control~~persons ~~systems,~~whose ~~surveillance,~~sales ~~and~~or ~~security~~lack ~~personnel,~~of assales ~~well~~could asresult ~~cybersecurity~~in ~~measures~~positive ~~like~~or ~~firewalls,~~negative ~~intrusion~~pricing ~~detection,~~pressure ~~and~~on ~~data~~the ~~encryption.~~market prices of our common stock;

~~1. Physical Security:~~ 17

·Table ~~Access Control: Only authorized personnel are allowed access to specific areas~~ of the data center, often using biometric scanners, keycards, and PIN codes. · Surveillance: CCTV cameras and motion sensors monitor the premises around the clock, deterring unauthorized access and identifying suspicious activities. · Security Personnel: Trained security guards patrol the perimeter and inside the building, ensuring 24/7 protection. · Perimeter Security: Fencing, security gates, and other measures restrict access to the data center facility. · Key Management: Strict procedures are in place for issuing, controlling, and auditing physical keys, ensuring they are not lost or misused.Contents

2.● ~~Cybersecurity:~~sales of our common stock; ● our ability to execute our business plan; ● operating results that fall below expectations; ● loss of any strategic relationship; ● regulatory developments; ● economic and other external factors; and ● period-to-period fluctuations in our financial results.

~~· Firewalls and Intrusion Detection Systems: These technologies monitor network traffic and block unauthorized access~~In addition, protecting against cyberattacks. · Data Encryption: Sensitive data is encrypted both in transit and at rest, making it unreadable to unauthorized parties. · Network Segmentation: Isolating different parts of the ~~network~~securities tomarkets ~~prevent~~have ~~the~~from ~~spread~~time ~~of malware and other threats. · Security Operations Centers (SOCs): Dedicated teams monitor the data center for security incidents and respond~~ to ~~threats in real-~~time. ·experienced ~~Vulnerability~~significant ~~Management:~~price ~~Regular assessments~~ and ~~patching~~volume offluctuations ~~systems~~that ~~and~~are ~~software~~unrelated to ~~address~~the operating ~~security~~performance ~~vulnerabilities.~~of ·particular ~~Compliance: Adherence to industry standards and regulations, such as PCI DSS for processing payment card information~~companies. ·These ~~Remote~~market ~~Security~~fluctuations ~~Management:~~may ~~Cloud-based~~also ~~security~~materially ~~management systems enable staff to monitor~~ and ~~manage~~adversely ~~security~~affect ~~remotely from secure devices. · Secure Building Management Systems: Securing access to remote technicians who maintain~~ the ~~building,~~market ~~and~~price ~~ensuring~~of our ~~that~~common ~~the systems that manage the building are also secured~~stock.

~~Risk~~We have ~~Management~~never paid a cash dividend on our common stock and ~~Strategy~~we do not anticipate paying any in the foreseeable future.

AsWe have ~~one~~not ofpaid a cash dividend on our common stock to date, and we do not intend to pay cash dividends in the ~~critical~~foreseeable ~~elements~~future. ofOur ability to pay dividends will depend on our ~~overall~~ability ~~ERM~~to ~~approach~~successfully develop one or more properties and generate revenue from operations. Notwithstanding, we will likely elect to retain any earnings, if any, to finance our ~~cybersecurity~~growth. ~~efforts~~Future ~~are~~dividends ~~focused~~may onalso be limited by bank loan agreements or other financing instruments that we may enter into in the ~~following~~future. ~~key~~The ~~areas:~~declaration and payment of dividends will be at the discretion of our Board of Directors.

●We have ~~Governance:~~not ~~Management~~voluntarily ~~oversees~~implemented ~~cybersecurity~~various ~~risk~~corporate ~~mitigation~~governance ~~and~~measures, ~~reports~~in to the ~~board~~absence of ~~directors~~which, ~~any~~shareholders ~~cybersecurity~~may ~~incidents~~have more limited protections against interested director transactions, conflicts of interest and similar matters.

●Federal legislation, ~~Collaborative~~including ~~Approach:~~the WeSarbanes-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. Some of these measures have ~~implemented~~been aadopted ~~cross-functional~~in ~~approach~~response to ~~identifying~~legal requirements. Others have been adopted by companies in response to the requirements of national securities exchanges, ~~preventing~~such ~~and~~as ~~mitigating~~the ~~cybersecurity~~NYSE ~~threats~~or ~~and~~The ~~incidents~~NASDAQ Stock Market, ~~while~~on ~~also~~which ~~implementing~~their ~~controls~~securities are listed. Among the corporate governance measures that are required under the rules of national securities exchanges and ~~procedures~~NASDAQ are those that address ~~provide~~board ~~for~~of directors’ independence, audit committee oversight and the ~~prompt~~adoption ~~escalation~~of a code of ~~certain~~ethics. ~~cybersecurity~~We ~~incidents~~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. It is possible that if we were to adopt some or all of these corporate governance measures, shareholders would benefit from somewhat greater assurances that internal corporate decisions ~~regarding~~were being made by disinterested directors and that policies had been implemented to define responsible conduct. For example, in the ~~public~~absence ~~disclosure~~of audit, nominating and ~~reporting~~compensation committees comprised of at least a majority of independent directors, decisions concerning matters such ~~incidents~~as ~~can~~compensation packages to our senior officers and recommendations for director nominees may be made by ~~management~~a majority of directors who have an interest in athe ~~timely~~outcome ~~manner~~of the matters being decided. Prospective investors should bear in mind our current lack of corporate governance measures in formulating their investment decisions.

●Difficulties we ~~Technical~~may ~~Safeguards:~~encounter Wemanaging ~~deploy~~our ~~technical~~growth ~~safeguards~~could ~~that~~adversely ~~are~~affect ~~designed to protect~~ our ~~information~~results ~~systems~~of from cybersecurity threats, including firewalls, intrusion prevention and detection systems, anti-malware functionality and access controls, which are evaluated and improved through vulnerability assessments and cybersecurity threat intelligenceoperations.

18As our ~~Table~~business needs expand, we may need to hire a significant number of ~~Contents~~employees. This expansion may place a significant strain on our managerial and financial resources. To manage the potential growth of our operations and personnel, we will be required to:

~~Third~~● ~~parties~~improve ~~also~~existing, ~~play~~and aimplement ~~role~~new, inoperational, ~~our~~financial ~~cybersecurity.~~and Wemanagement ~~engage~~controls, ~~third-party~~reporting ~~service~~systems ~~providers~~and toprocedures; ~~conduct~~● ~~evaluations~~install ofenhanced ~~our~~management ~~security~~information ~~controls,~~systems; ~~independent~~and ~~audits~~● ortrain, ~~consulting~~motivate, onand ~~best~~manage ~~practices~~our ~~to address new challenges~~employees.

While we have experienced cybersecurity threats in the past in the normal course of business and expect to continue to experience such threats from time to time, to date, none have had a material adverse effect on our business, financial condition, results of operations or cash flows. Even with the approach we take to cybersecurity, we may not be successful in preventing or mitigating a cybersecurity incident that could have a material adverse effect on us.18

~~ITEM~~Table 2:of ~~PROPERTIES~~Contents

~~Corporate~~We may ~~Headquarters~~not be able to install adequate management information and control systems in an efficient and timely manner, and our current or planned personnel, systems, procedures and controls may not be adequate to support our future operations. If we are unable to manage growth effectively, our business would be seriously harmed.

WeIf we ~~currently~~lose ~~maintain~~key ~~our~~personnel ~~corporate~~or ~~offices~~are atunable ~~5330~~to ~~South~~attract ~~900~~and ~~East,~~retain ~~Suite~~additional ~~280,~~qualified ~~Murray~~personnel, ~~Utah 84117. During the year ended December 31, 2024,~~ we ~~paid~~may ~~monthly~~not ~~rent~~be ofable ~~approximately~~to ~~$1,500~~successfully ~~for~~manage ~~use~~our business ofand aachieve ~~corporate~~our ~~office~~objectives.

~~ITEM~~We believe 3our future success will depend upon our ability to retain our key management, primarily Mr. ~~LEGAL~~D’Ambrosio, ~~PROCEEDINGS~~our Chief Executive Officer and Chief Financial Officer. We may not be successful in attracting, assimilating and retaining our employees in the future.

~~From~~Offers or ~~time~~availability tofor ~~time,~~sale weof ~~may~~a ~~become~~substantial ~~involved~~number inof ~~various~~shares ~~lawsuits and legal proceedings which arise in the ordinary course~~ of ~~business.~~our ~~However,~~common ~~litigation~~stock ~~is subject to inherent uncertainties and an adverse result in these or other matters~~ may ~~arise~~cause ~~from~~the ~~time~~price ~~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,~~common ~~financial~~stock ~~condition~~to ~~or operating results~~decline.

~~March~~If our 4,stockholders ~~2024,~~sell ~~the~~substantial ~~Company~~amounts ~~filed~~of aour ~~complaint~~common ~~against~~stock ~~Mother~~in ~~Lode~~the ~~Mining,~~public ~~Inc.,~~market aupon ~~Canadian company, and Robert Salna (~~the ~~“Defendants"),~~expiration ~~alleging an amount~~ of ~~not~~any ~~less~~statutory ~~than~~holding $2period,~~237,800~~ under ~~(plus~~Rule ~~interest~~144, ~~additional~~or ~~costs~~issued ~~and~~upon ~~attorneys’~~the ~~fees)~~exercise ~~due from Defendants as a result~~ of ~~their~~outstanding ~~breach~~options ofor ~~their~~warrants, ~~obligations~~it ~~and~~could ~~duties~~create ~~arising~~a ~~from~~circumstance ~~the~~commonly ~~sale~~referred ofto ~~Compañía~~as an ~~Minera Cerros Del Sur, S.A. de C.V. in 2023 (the~~ “~~Sale~~overhang”). Inand ~~the complaint, filed~~ in ~~the~~anticipation ~~United States District Court for the District~~ of ~~Utah,~~which ~~Central Division,~~ the ~~Company~~market ~~asserts~~price ~~claims related to alleged breach~~ of ~~contract~~our ~~and~~common ~~unjust~~stock ~~enrichment~~could ~~against~~fall. ~~the~~The ~~Defendants,~~existence ~~and~~of ~~seeks a monetary judgment and~~ an ~~award~~overhang, whether ofor ~~attorneys’~~not ~~fees~~sales ~~and~~have ~~other~~occurred ~~expenses.~~or ~~The~~are ~~complaint~~occurring, ~~arises~~also ~~from~~could ~~the~~make ~~Defendants’~~more ~~failure~~difficult toour ~~convey~~ability ~~agreed-upon consideration~~ to ~~the~~raise ~~Company~~additional asfinancing ~~contracted for~~ through the sale of ~~CMCS.~~equity ~~The~~or ~~Company~~equity ~~was~~related ~~able~~securities toin ~~effect~~the ~~service~~future ofat ~~process~~a ontime ~~Mother Lode Mining, Inc. through Alternative Service~~ and ~~litigation~~price ~~has proceeded since~~ that ~~time.~~we ~~Mother~~deem ~~Lode~~reasonable ~~Mining~~or ~~has until May 2, 2025 to file a responsive pleading to the Company’s complaint~~appropriate.~~,. The Company intends to pursue the lawsuit aggressively.~~

OnITEM 1B. ~~January~~UNRESOLVED ~~18,~~STAFF 2023, the Company negotiated a settlement with Antilles Family Office, LLC through which the Company paid $1,200,000 to Antilles and the remaining balance of $1,873,532 and the accrued interest of $3,695,059 under the original Secured Redeemable Convertible Promissory Note was forgiven. COMMENTS

~~The Company’s former subsidiary, Compañía Minera Clavo Rico, S~~None.A. de C.V., was served with a lawsuit filed by SAR, the taxing authority in Honduras, alleging additional tax liability due. The Complaint alleges that HNL7,186,151,96 lempires are due in a demand for execution of a forced extrajudicial title. The Company had accrued $256,674 in this matter, but the liability was extinguished with the sale of the subsidiary.

ITEM 4 1C. ~~MINE SAFETY DISCLOSURES~~CYBERSECURITY

~~Not~~Our board ~~applicable~~of directors and senior management recognize the critical importance of maintaining the trust and confidence of our clients, business partners and employees. Our management, led by our Chief Executive Officer, is actively involved in oversight of our risk management efforts, and cybersecurity represents an important component of the Company’s overall approach to enterprise risk management (“ERM”). Our cybersecurity processes and practices are fully integrated into the Company’s ERM efforts. In general, we seek to address cybersecurity risks through a cross-functional approach that is focused on preserving the confidentiality, security and availability of the information that we collect and store by identifying, preventing and mitigating cybersecurity threats and effectively responding to cybersecurity incidents when they occur. In addition, we regularly review cybersecurity trends and, partially as a result of our prior cybersecurity exposure, have moved some of our internal servers to off-site locations.

19Data security ~~Table~~within ofa ~~Contents~~data center:

~~PART~~Is provided IIby a combination of dedicated security personnel, advanced technologies, and stringent protocols. This includes physical security measures like access control systems, surveillance, and security personnel, as well as cybersecurity measures like firewalls, intrusion detection, and data encryption.

~~ITEM 5~~1. Physical ~~MARKET FOR COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES~~Security:

~~Market~~● ~~Information~~Access Control: Only authorized personnel are allowed access to specific areas of the data center, often using biometric scanners, keycards, and PIN codes. ● Surveillance: CCTV cameras and motion sensors monitor the premises around the clock, deterring unauthorized access and identifying suspicious activities. ● Security Personnel: Trained security guards patrol the perimeter and inside the building, ensuring 24/7 protection. ● Perimeter Security: Fencing, security gates, and other measures restrict access to the data center facility. ● Key Management: Strict procedures are in place for issuing, controlling, and auditing physical keys, ensuring they are not lost or misused.

Our common stock is not traded on any exchange. Our common stock is quoted on the Pink tier of the over-the-counter markets administered by OTC Markets Group, Inc. under the trading symbol “BSAI.” We cannot assure you that there will be a market in the future for our common stock.19

~~OTC~~Table ~~securities are not listed and traded on the floor~~ of an organized national or regional stock exchange. Instead, OTC securities transactions are conducted through a telephone and computer network connecting dealers. OTC issuers are traditionally smaller companies that do not meet the financial and other listing requirements of a national or regional stock exchange.Contents

~~Classes of Stock~~2. Cybersecurity:

We● ~~have~~Firewalls ~~two~~and ~~classes~~Intrusion ofDetection ~~stock~~Systems: ~~common~~These ~~stock~~technologies monitor network traffic and ~~Series~~block Aunauthorized ~~Preferred~~access, ~~Stock~~protecting against cyberattacks. On● ~~August~~Data ~~30,~~Encryption: ~~2016,~~Sensitive ~~the~~data ~~Board~~is ofencrypted ~~Directors~~both ofin ~~the~~transit ~~Company~~and at rest, ~~pursuant~~making it unreadable to ~~Article~~unauthorized IIparties. of● ~~the~~Network ~~Company’s~~Segmentation: ~~Articles~~Isolating different parts of ~~Incorporation,~~the ~~approved~~network to prevent the ~~designation~~spread of ~~fifty-one~~malware and other threats. ● Security Operations Centers (51SOCs): ~~shares~~Dedicated ofteams ~~its~~monitor ~~authorized~~the ~~capital~~data ~~stock~~center asfor ~~“Series~~security Aincidents ~~Preferred~~and ~~Stock”~~respond to threats in real-time. ~~The~~● ~~Certificate~~Vulnerability Management: Regular assessments and patching of ~~Designation~~systems ~~for~~and ~~the~~software ~~Series~~to Aaddress ~~Preferred~~security ~~Stock~~vulnerabilities. ~~was~~● ~~filed~~Compliance: onAdherence ~~August~~to 31industry standards and regulations, ~~2016~~such as PCI DSS for processing payment card information. ~~These~~● ~~shares~~Remote ~~have~~Security ~~preferential~~Management: ~~voting~~Cloud-based ~~rights~~security management systems enable staff to monitor and nomanage ~~conversion~~security ~~rights~~remotely from secure devices. ● Secure Building Management Systems: Securing access to remote technicians who maintain the building, and ensuring that the systems that manage the building are also secured.

~~Holders~~Risk Management and Strategy

As one of ~~March~~the ~~26,~~critical ~~2025,~~elements ~~there~~of ~~were~~our ~~1,479~~overall ~~holders~~ERM ofapproach, ~~record of~~ our ~~common~~cybersecurity ~~stock~~efforts ~~and~~are ~~one~~focused ~~holder~~on ofthe ~~record~~following ~~for~~key ~~our preferred stock.~~areas:

~~Dividends~~● Governance: Management oversees cybersecurity risk mitigation and reports to the board of directors any cybersecurity incidents. ● Collaborative Approach: We have implemented a cross-functional approach to identifying, preventing and mitigating cybersecurity threats and incidents, while also implementing controls and procedures that provide for the prompt escalation of certain cybersecurity incidents so that decisions regarding the public disclosure and reporting of such incidents can be made by management in a timely manner. ● Technical Safeguards: We deploy technical safeguards that are designed to protect our information systems from cybersecurity threats, including firewalls, intrusion prevention and detection systems, anti-malware functionality and access controls, which are evaluated and improved through vulnerability assessments and cybersecurity threat intelligence.

ToThird parties ~~date,~~also weplay ~~have~~a ~~not~~role ~~paid~~in ~~dividends on shares of~~ our ~~common~~cybersecurity. ~~stock~~We ~~and~~engage wethird-party doservice ~~not~~providers ~~expect~~ to ~~declare~~conduct orevaluations ~~pay dividends on shares~~ of our ~~common~~security ~~stock in the foreseeable future. The payment of any dividends will depend upon our future earnings~~controls, independent ifaudits ~~any,~~or ~~our~~consulting ~~financial~~on ~~condition,~~best ~~and~~practices ~~other~~to ~~factors~~address ~~deemed~~new ~~relevant by our Board of Directors~~challenges.

~~Equity~~While we ~~Compensation~~have ~~Plans~~experienced cybersecurity threats in the past in the normal course of business and expect to continue to experience such threats from time to time, to date, none have had a material adverse effect on our business, financial condition, results of operations or cash flows. Even with the approach we take to cybersecurity, we may not be successful in preventing or mitigating a cybersecurity incident that could have a material adverse effect on us.

~~As of the date of this Annual Report, we have an equity compensation plan: the 2013 Incentive Stock Plan~~ITEM 2. PROPERTIES

~~Recent Sales of Unregistered Securities~~Corporate Headquarters

We currently ~~claimed~~maintain ~~exemption~~our ~~from~~corporate ~~registration~~offices ~~under~~at ~~the~~5330 ~~Securities~~South ~~Act~~900 ~~for~~East, ~~the~~Suite ~~sales~~280, ~~and~~Murray, ~~issuances~~Utah, of84117, ~~securities~~ in the ~~following~~Salt ~~transactions~~Lake ~~were~~City ~~made~~area. inDuring ~~reliance on Sections 3(a)(9) and 4(a)(2) of~~ the year ~~Securities~~ended ~~Act~~December as31, ~~the~~2025, ~~common~~we ~~stock~~paid ~~was~~monthly ~~issued~~rent ~~in exchange for debt securities~~ of ~~the~~approximately ~~Company held by each shareholder~~$1,557 ~~there was no additional consideration~~ for ~~the~~use ~~exchange, there was no remuneration for the solicitation~~ of the ~~exchange,~~corporate ~~there was no general solicitation, and the transactions did not involve a public offering~~office.

OnITEM 3. ~~August~~LEGAL 2, 2024 the Company issued 20,870 restricted shares of Common Stock to 1800 Diagonal Lending LLC upon the conversion of $12,000 in existing debt owed to the shareholder that has been accrued by the Company.PROCEEDINGS

~~ITEM~~From time 6:to ~~SELECTED~~time, ~~FINANCIAL~~we ~~DATA~~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.

~~Not~~On or ~~required~~about March 4, 2024, the Company filed a complaint against Mother Lode Mining, Inc., a Canadian company, and Robert Salna (the “Defendants”), seeking damages in 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”). The complaint was filed in the United States District Court for ~~smaller~~the ~~reporting~~District ~~companies~~of Utah, Central Division (Case No. 2:24-cv-00171-TS-CMR, the “Case”). On February 4, 2026, the Company and the Defendants entered into a settlement agreement resolving all disputes in connection with the Sale. Under the settlement, the parties agreed to a mutual dismissal with prejudice of all claims, counterclaims, and causes of action asserted or that could have been asserted in the Case or in any other forum. As part of the settlement, the parties executed a mutual general release of all claims and potential claims against the other parties and their affiliates.

ITEM 4. 7:MINE ~~MANAGEMENT’S~~SAFETY ~~DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS~~DISCLOSURES

~~Forward Looking Statements~~Not applicable.

Except for historical information, the following Management’s Discussion and Analysis contains forward-looking statements based upon current expectations that involve certain risks and uncertainties. Such forward-looking statements include statements regarding, among other things, (a) discussions about mineral resources and mineralized material, (b) our projected sales and profitability, (c) our growth strategies, (d) anticipated trends in our industry, (e) our future financing plans, (f) our anticipated needs for working capital, (g) our lack of operational experience and (h) the benefits related to ownership of our common stock. Forward-looking statements, which involve assumptions and describe our future plans, strategies, and expectations, are generally identifiable by use of the words “may,” “will,” “should,” “expect,” “anticipate,” “estimate,” “believe,” “intend,” or “project” or the negative of these words or other variations on these words or comparable terminology. This information may involve known and unknown risks, uncertainties, and other factors that may cause our actual results, performance, or achievements to be materially different from the future results, performance, or achievements expressed or implied by any forward-looking statements. These statements may be found under “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Description of Business,” as well as in this Report generally. Actual events or results may differ materially from those discussed in forward-looking statements as a result of various factors, including, without limitation, the risks outlined under “Risk Factors” and matters described in this Report generally. In light of these risks and uncertainties, there can be no assurance that the forward-looking statements contained in this Report will in fact occur as projected.20

20 Table of Contents

~~Overview~~PART II

~~BluSky AI Inc~~ITEM 5. isMARKET ~~revolutionizing~~FOR ~~the~~COMMON ~~AI compute landscape by addressing the immediate global supply shortage with a cutting-edge~~EQUITY, ~~turnkey~~RELATED ~~solution.~~STOCKHOLDER ~~Our~~MATTERS ~~strategy~~AND ~~centers~~ISSUER onPURCHASES ~~deploying~~OF ~~rapidly~~EQUITY 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 positions BluSky AI as the premier AI compute infrastructure provider dedicated to meeting the surging demand for advanced AI services.SECURITIES

~~Historically, we have operated in the mining industry and provided consulting services to the mining industry in 2023 and 2024.~~ Market Information

~~Clavo~~Our common ~~Rico~~stock ~~Mine~~is not traded on any exchange. 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 trading symbol “BSAI,” but the Company’s stock is not eligible for proprietary broker-dealer quotations. We cannot assure you that there will be a market in the future for our common stock.

OnOTC securities ~~October~~are 2,not ~~2015,~~listed ~~the~~and ~~Company~~traded ~~consummated~~on athe ~~merger~~floor ~~with~~of ~~Clavo~~an ~~Rico~~organized ~~Ltd.~~national ~~(“Clavo~~or ~~Rico”)~~regional ~~through~~stock ~~which~~exchange. itInstead, ~~acquired~~OTC ~~companies~~securities ~~(including~~transactions are ~~Compañía~~conducted ~~Minera~~through ~~Cerros~~a ~~del~~telephone ~~Sur,~~and ~~S.A~~computer denetwork Cconnecting dealers.~~V.)~~ ~~with~~OTC ~~principal~~issuers ~~mining~~are ~~operations~~traditionally insmaller ~~Honduras,~~companies ~~Central~~that ~~America.~~do ~~Its~~not meet ~~workings~~the ~~include~~financial ~~several~~and ~~historical~~other ~~underground~~listing ~~mining~~requirements ~~operations~~of ~~dating~~a ~~back~~national toor ~~the~~regional ~~early~~stock ~~Mayan and Spanish occupation~~exchange.

~~The Clavo Rico mine operations were divested on January 24, 2023 when the Company sold Compañía Minera Cerros del Sur, S.A de C.V. to Mother Lode Mining, the new owner~~ Classes of ~~the Clavo Rico mine. It also has an ongoing financial interest in the Clavo Rico Mine under the LOI, the obligations of which are being litigated.~~Stock

~~Results~~We have two classes of ~~Operations~~stock: common stock and Series A Preferred Stock. On August 30, 2016, the Board of Directors of the Company, pursuant to Article II of the Company’s Articles of Incorporation, approved the designation of fifty-one (51) shares of its authorized capital stock as “Series A Preferred Stock”. The Certificate of Designation for the Series A Preferred Stock was filed on August 31, 2016. These shares have preferential voting rights and no conversion rights.

~~Year ended December 31, 2024 compared to the year ended December 31, 2023~~Holders

~~We had a net loss~~ As of ~~$949,782~~March ~~for the year ended December 31~~19, ~~2024~~2026, ~~which~~there ~~was~~were ~~$13~~1,~~705,441~~505 ~~more~~holders ~~than~~of ~~the~~record ~~net income~~ of ~~$12,755,659 for the year ended December 31, 2023. This change in~~ our ~~results~~common ~~over~~stock the two periods is primarily the result of an increase in interest expense of $138,191, the change of derivative liabilities of ($3,132,140), a decrease in gain on extinguishment of debt of ($6,326,145) and ~~income~~one ~~from~~holder ~~discontinued operations~~ of ~~($6,732,872).~~record ~~The following table summarizes key items of comparison and their related increase (decrease)~~ for ~~the~~our ~~years~~preferred ~~ended December 31, 2024 and 2023~~stock.

	Years Ended December,						Increase/
	2024			2023			(Decrease)
General and Administrative	$	520,378		$	1,065,893		$	(545,515	)
Depreciation and Amortization Expenses		727			725			2
Total Operating Expenses		521,105			1,066,618			(545,513	)
Income (Loss) from Operations		(521,105	)		(1,066,618	)		545,513
Change in Derivative Liabilities		196,321			3,328,461			(3,132,140	)
Initial Derivative Expense		(193,582	)		(55,065	)		(138,517	)
Bad Debt Expense on Note Receivable		-			(2,219,442	)		2,219,442
Loss on Disposal of Property, Plant and Equipment		(2,531	)		-			(2,531	)
Loss on Extinguishment of Debt		(13,043	)		6,313,102			(6,326,145	)
Interest Expense		(415,842	)		(277,651	)		(138,191	)
Income (Loss) from Operations Before Taxes		(949,782	)		6,022,787			(6,972,569	)
Net Income (Loss) from Continued Operations		(949,782	)		6,022,787			(6,972,569	)
Net Income (Loss) from Discontinued Operations		-			(497,581	)		497,581
Gain on Sale of Mine Property in Discontinued Operations		-			7,230,453			(7,230,453	)
Net Income (Loss) from Discontinued Operations		-			6,732,872			(6,732,872	)
Net Income (Loss)	$	(949,782	)	$	12,755,659		$	(13,705,441	)

Dividends

21To date, ~~Table~~we have not paid dividends on shares of ~~Contents~~our common stock and we do not expect to declare or pay dividends on shares of our common stock in the foreseeable future. The payment of any dividends will depend upon our future earnings, if any, our financial condition, and other factors deemed relevant by our Board of Directors.

~~Operating~~Equity Compensation ~~Expenses~~Plans

~~Operating~~As of ~~expenses for~~ the ~~years~~date ~~ended~~of ~~December~~this ~~31,~~Annual ~~2024 and 2023 were $521~~Report,~~105~~ ~~and~~we ~~$1,066,618,~~have ~~respectively.~~an ~~The~~equity ~~decrease~~compensation inplan: ~~operating~~the ~~expenses~~2013 ~~for~~Incentive ~~2024~~Stock ~~compared to 2023 were comprised primarily of an decrease in consulting fees~~Plan.

~~Other~~Recent Sales ~~Income~~of ~~(Expenses)~~Unregistered Securities

~~Other~~We claimed ~~income~~exemption ~~(expenses)~~from ~~for~~registration under the ~~years~~Securities ~~ended~~Act ~~December~~for ~~31,~~the ~~2024~~sales and ~~2023~~issuances ~~were~~of ~~($428,677)~~securities ~~and~~in ~~$7,089,405, respectively. For~~ the ~~year~~following ~~ended~~transactions were ~~December~~made ~~31,~~in ~~2024,~~reliance ~~other~~on ~~income~~Sections 3(~~expenses~~a)(9) ~~was~~and ~~comprised~~4(a)(2) of ~~$196,321~~the ~~for~~Securities ~~change~~Act inas ~~derivative~~the ~~liability,~~common ~~($193,582)~~stock inwas ~~initial~~issued ~~derivative~~in ~~expenses,~~exchange ~~($13,043)~~ for ~~loss~~debt ~~on extinguishment~~ securities of ~~debt and ($415,842) for interest expense. For~~ the ~~year~~Company ~~ended~~held ~~December~~by ~~31,~~each ~~2023~~shareholder, ~~other~~there ~~income (expenses)~~ was ~~comprised~~no ofadditional ~~$3,328,461~~consideration for ~~change~~the ~~in derivative liability~~exchange, ~~($55,065)~~there inwas ~~initial~~no ~~derivative~~remuneration ~~expense,~~for ~~($2,219,442)~~the ~~for~~solicitation of ~~bad~~the ~~debt~~exchange, ~~expense~~there onwas ~~note~~no ~~receivable,~~general $6solicitation,~~313,102~~ ~~for~~and ~~gain~~the ontransactions ~~extinguishment~~did ofnot ~~debt~~involve ~~and~~a ~~($277,651)~~public ~~for interest expense~~offering.

~~Net~~On April ~~Income~~1, ~~(Loss)~~2025, the Company issued 200,000 restricted shares of Common Stock to an individual for services rendered at the market price of $0.51 per share for a total value of $102,000.

~~Net~~On June ~~loss~~10, ~~for~~2025, the ~~year~~Company ~~ended~~issued ~~December 31~~1,100,000 ~~2024~~restricted ~~was~~shares ~~$949,782~~of ~~while~~Common ~~the~~Stock ~~net~~to ~~income~~five individuals for services rendered at the ~~year~~market price ~~ended~~of ~~December~~$0.401 ~~31,~~per ~~2023~~share ~~was~~for a total value of $12441,~~755~~100. With 600,~~659~~000 shares issued to related parties.

~~Liquidity and Capital Resources~~21

~~Our~~Table ~~balance sheet as~~ of December 31, 2024, reflects current assets of $0. As we had cash in the amount of $0 and a working capital deficit in the amount of $3,346,850 as of December 31, 2024, we do not have sufficient working capital to enable us to carry out our stated plan of operation for the next twelve months.Contents

~~Working~~On June ~~Capital~~24, 2025, the Company issued 500,000 restricted shares of Common Stock to an individual for services rendered at the market price of $1.60 per share for a total value of $800,000.

	December 31, 2024			December 31, 2023
Current assets	$	-		$	10,002
Current liabilities		3,346,850			1,576,379
Working capital deficit	$	(3,346,850	)	$	(1,566,347	)

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 20,000,000 shares of its restricted common stock to DAM. The Company had this solar power asset valued by a valuation specialist. Per this valuation, the solar power asset was valued at $1,289,309.

WeIn August ~~anticipate~~and ~~generating~~September ~~losses and~~2025, ~~therefore~~the Company raised $1,735,000 ~~may~~through bea ~~unable~~Reg toD ~~continue~~campaign ~~operations~~from 13 lenders. These notes had a 15.0% interest rate and matured in ~~the~~12 ~~future~~months. IfThese wenotes ~~require~~had ~~additional~~a ~~capital~~mandatory conversion feature if the Company’s common stock traded above $8.00. In mid-August 2025, wethe ~~will~~Company’s ~~have~~common tostock ~~issue~~traded ~~debt~~above orthe ~~equity~~mandatory orconversion ~~enter~~price, so all notes were automatically converted into a433,750 shares ~~strategic~~of ~~arrangement~~common ~~with~~stock aat ~~third~~$4.00 ~~party~~per share. The Company recognized a loss on extinguishment of debt of $2,103,750 on these conversions.

~~Going~~On September ~~Concern~~4, ~~Consideration~~2025, the Company issued 25,500 shares of common stock to five consultants per consulting agreements. These shares were valued at $6.00 per share and the Company recognized consulting fees of $153,000.

AsOn September ~~reflected~~24, in2025, the ~~accompanying~~Company ~~financial~~issued ~~statements~~9,408 ~~the~~shares ~~Company~~of ~~has~~common anstock ~~accumulated~~to ~~deficit of $29,863,364~~D. InD’Ambrosio ~~addition,~~for ~~there~~the isconversion aof ~~working~~accrued ~~capital~~interest ~~deficiency~~ of $347,~~346,850~~042. ~~and~~These ashares ~~stockholder’s~~were ~~deficiency~~valued ofat $~~3,346,319~~5.50 ~~the~~per ~~Company~~share tofor ~~continue as~~ a ~~going~~total ~~concern~~value isof ~~dependent~~$51,744 ~~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 isrecognized ~~unable~~a toloss ~~continue~~on asextinguishment of adebt ~~going~~of ~~concern~~$4,702.

22On September ~~Table~~30, 2025, the Company issued 13,007 shares of ~~Contents~~common stock to Digital Asset Medium, LLC (“DAM”), a related entity, for the conversion of accrued interest of $29,129 and accounts payable of $35,908. These shares were valued at $5.98 per share for a total value of $77,782 and the Company recognized a loss on extinguishment of debt of $12,745.

~~Cash~~On September ~~Flows~~30, 2025, the Company issued 11,000 shares of common stock to a lender for the conversion of a note payable with a balance of $55,000. These shares were valued at $5.98 per share for a total value of $65,780 and the Company recognized a loss on extinguishment of debt of $10,780.

	Years Ended December 31,
	2024			2023
Net Cash Provided by (Used in) Operating Activities	$	(127,139	)	$	1,327,675
Net Cash Provided by (Used in) Investing Activities		-			(652	)
Net Cash Provided by (Used in) Financing Activities		127,137			(1,328,126	)
Effects of Exchange Rate Changes on Cash		-			1,105
Net Increase (Decrease) in Cash	$	(2	)	$	2

~~Operating~~Table ~~Activities~~of Contents

~~Net~~On October ~~cash~~31, ~~flow~~2025, ~~used in operating activities during~~ the ~~year~~Company ~~ended~~issued ~~December 31~~5,000 ~~2024,~~restricted ~~was~~shares ~~$127,139, a decrease~~ of ~~$1,369,814~~Common ~~from~~Stock ~~the~~to ~~$1,242,675~~an ~~net~~individual ~~cash~~for ~~provided~~services byrendered ~~operating~~at ~~activities during~~ the ~~year~~market ~~ended~~price of ~~December 31, 2023~~$4.06 ~~This~~per ~~decrease~~share isfor ~~mostly~~a ~~due~~total tovalue ~~the~~of ~~net loss in 2024 versus the net income in 2023~~$20,300.

~~Investing~~On December ~~Activities~~12, 2025, the Company issued 13,441 shares of Common Stock to a lender on a Reg D convertible note payable. These shares were valued at $5.66 per share for a total of $76,077. The Company recognized a loss on extinguishment of debt of $26,077 on this conversion.

~~Cash~~On December ~~used~~15, in2025, ~~investing activities during~~ the ~~year~~Company ~~ended~~issued ~~December 31~~2,500 ~~2024,~~restricted ~~was~~shares ~~$0, a decrease~~ of ~~$652~~Common ~~from~~Stock ~~the~~to ~~$652~~an ~~net~~individual ~~cash~~for ~~used~~services ~~during~~rendered at the ~~year~~market ~~ended~~price of ~~December 31, 2023~~$6.20 ~~This~~per ~~decrease~~share ~~was~~for ~~due~~a tototal ~~discontinued~~value ~~operations~~of ~~and no new investments~~$15,500.

~~Financing~~ITEM 6. ~~Activities~~SELECTED FINANCIAL DATA

~~Financing~~Not required ~~activities~~for ~~during~~smaller ~~the~~reporting ~~year ended December 31, 2024, provided $127,137, an increase of $1,370,263 from the $1,243,126 used in financing activities during the year ended December 31, 2023~~companies. During the year ended December 31, 2024, the company received $174,396 in notes payable from related parties, $150,000 in convertible notes payable, made payments of $98,475 in cash on notes payable – related parties, and $98,784 in cash on convertible notes. During the year ended December 31, 2023, the company received $39,303 in notes payable from related parties, $100,000 in convertible notes payable, made payments of $39,000 in cash on notes payable – related parties, and $1,343,429 in cash on convertible notes.

~~Critical~~ITEM 7. ~~Accounting~~MANAGEMENT’S ~~Policies~~DISCUSSION ~~and~~AND ~~Estimates~~ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

~~Going~~Forward Looking Concern - The accompanying consolidated 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 consolidated financial statements during year ended December 31, 2024, the Company recorded a net loss of $949,782 and used $127,139 in cash from operating activities. The Company has an accumulated net loss since inception of $29,863,364. In addition, there is a working capital deficiency of $3,346,850 and a stockholder’s deficiency of $3,346,319 as of December 31, 2024. These factors among others indicate that the Company may be unable to continue as a going concern for one year from the issuance of these financial statements.Statements

~~The~~Except for ~~Company~~historical information, the following Management’s ~~existence~~Discussion isand ~~dependent~~Analysis contains forward-looking statements based upon ~~management’s~~current expectations ~~ability~~that toinvolve ~~develop~~certain ~~profitable~~risks ~~operations~~and uncertainties. Such forward-looking statements include statements regarding, among other things, (a) our projected sales and profitability, (b) our growth strategies, (c) anticipated trends in our industry, (d) our future financing plans, (e) our anticipated needs for working capital, (f) our lack of operational experience and (g) the benefits related to ~~obtain~~ownership ~~additional~~of ~~funding~~our ~~sources~~common stock. ~~There~~Forward-looking ~~can~~statements, bewhich noinvolve ~~assurance~~assumptions and ~~that~~describe ~~the~~our ~~Company’s~~future ~~financing~~plans, ~~efforts~~strategies, and expectations, are generally identifiable by use of the words “may,” “will,” “should,” ~~result~~“expect,” in“anticipate,” ~~profitable~~“estimate,” ~~operations~~“believe,” “intend,” or “project” or the ~~resolution~~negative of these words or other variations on these words or comparable terminology. This information may involve known and unknown risks, uncertainties, and other factors that may cause our actual results, performance, or achievements to be materially different from the ~~Company~~future results, performance, or achievements expressed or implied by any forward-looking statements. These statements may be found under “Management’s ~~liquidity~~Discussion ~~problems~~and Analysis of Financial Condition and Results of Operations” and “Description of Business,” as well as in this Report generally. ~~The~~Actual ~~accompanying~~events ~~statements~~or doresults ~~not~~may ~~include~~differ ~~any~~materially ~~adjustments~~from ~~that~~those discussed ~~might~~in forward-looking statements as a result ~~should~~of various factors, including, without limitation, the ~~Company~~risks outlined under “Risk Factors” and matters described in this Report generally. In light of these risks and uncertainties, there can be ~~unable~~no toassurance ~~continue~~that the asforward-looking astatements ~~going~~contained ~~concern~~in this Report will in fact occur as projected.

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.Overview

~~Principles~~BluSky AI ofInc., ~~Consolidation~~is -a ~~The~~pioneering ~~accompanying~~company ~~consolidated~~in ~~financial~~AI-driven ~~statements~~data ~~include~~center ~~the~~solutions, ~~accounts~~combining ofinnovation ~~Inception~~with ~~Mining,~~regulatory ~~Inc.~~compliance and ~~its~~sustainability. The ~~wholly~~Company ~~owned~~is ~~subsidiaries,~~a ~~Inception~~Neocloud ~~Development,~~with ~~Corp.,~~plans ~~Clavo~~to ~~Rico~~offer ~~Development~~rapidly ~~Corp.,~~scalable ~~Clavo~~pre-fabricated ~~Rico,~~modular ~~Ltd.~~data ~~and~~centers ~~Compañía~~specializing ~~Minera~~in ~~Cerros~~artificial ~~del~~intelligence/machine learning ~~Río~~(AI/ML) providing high-performance computing infrastructure, ~~S.A.~~strategic desite ~~C.V.~~selection, and ~~its~~operational ~~controlling~~risk ~~interest~~management. ~~subsidiaries,~~The company ~~Compañía~~is ~~Minera~~dedicated ~~Cerros~~to ~~del~~delivering ~~Sur,~~state-of-the-art ~~S.A.~~infrastructure deand ~~C.V.~~solutions ~~and~~tailored ~~Compañía~~to ~~Minera~~meet ~~Clavo~~the ~~Rico,~~demands ~~S.A.~~of demodern ~~C.V.~~AI ~~(collectively,~~applications and ~~the~~computational ~~“Company”).~~workloads ~~All~~in ~~intercompany~~an ~~accounts~~environment ~~have~~where ~~been~~computational ~~eliminated~~demands ~~upon~~are ~~consolidation~~accelerating ~~through~~twofold ~~the~~every ~~date~~9 ~~the~~months. ~~subsidiaries~~The ~~were~~Company ~~disposed~~operates with ofa focus on ~~January~~innovation, 24scalability, ~~2023~~and environmental sustainability.

23Previously known ~~Table~~as ofInception ~~Contents~~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.

~~Basis~~Historically, we have operated within the mining industry, serving as a consultant to mining companies and as an operator of ~~Presentation~~a -mine ~~The~~engaged in the production of precious metals. On January 12, 2023, the Company ~~prepares~~entered ~~its~~into ~~consolidated~~an ~~financial~~agreement ~~statements~~through inwhich ~~accordance~~the ~~with~~Company ~~accounting~~divested ~~principles~~its ~~generally~~ownership interest ~~accepted~~in the Clavo Rico mine, resulting in the ~~United~~transfer ~~States~~of operations to Mother Lode Mining and full control of ~~America~~the Clavo Rico mine asset.

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 allowances on notes receivable, deferred tax assets, derivative assets and liabilities, stock-based compensation and payments, and contingent liabilities.23

~~Notes~~Table Receivable – Notes receivable include amounts due to the Company pursuant to financial agreements stipulating interest rates, payment terms and maturity dates. The Company uses payment history, timeliness of payments, economic environment and potential disagreements with noteholder and debtor and other potential indicators to evaluate the collectability of the note receivable and to determine if an allowance for doubtful notes is required.Contents

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.Current Operations

~~Fair~~The Company ~~value~~is ~~measurements~~focused doon ~~not~~artificial ~~include~~intelligence ~~transaction~~compute ~~costs.~~infrastructure Aand ~~fair~~participating ~~value~~in ~~hierarchy~~the isdynamic ~~used~~and expanding AI industry predicted to ~~prioritize~~be ~~the~~$1.81 ~~quality~~trillion ~~and~~by ~~reliability~~2030 ofby ~~the~~Grandview ~~information~~Research. ~~used~~The Company has plans to ~~determine~~grow ~~fair~~its ~~values.~~AI ~~Categorization~~operations organically within the ~~fair~~Company. ~~value~~BluSky AI ~~hierarchy~~was isestablished ~~based~~by drawing on ~~the~~extensive ~~lowest~~industry ~~level~~expertise, insights from outside experts, and a careful evaluation of ~~input~~current ~~that~~conditions in the data center markets. The innovative concept is ~~significant~~built around a pre-fabricated modular design that may leverage 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 ~~fair~~ability ~~value~~to ~~measurement~~develop power capacity or utilize existing power capacities. ~~The~~This ~~fair~~strategy ~~value~~enables ~~hierarchy~~a isfaster time ~~defined~~to ~~into~~market, scalable deployment, and a cost-effective approach that meets the ~~following~~evolving ~~three~~needs ~~categories:~~of AI and the high compute data center market.

~~Level~~BluSky AI 1:plans ~~Quoted~~to ~~market~~revolutionize ~~prices~~the inartificial ~~active~~intelligence ~~markets~~compute ~~for~~landscape ~~identical~~by addressing the immediate global supply shortage with a cutting-edge, turnkey solution called SkyMods. Our strategy centers on rapidly deployable, plug-and-play, pre-fabricated modular compute centers on powered land assets—sites orthat ~~liabilities~~already possess permitted energy infrastructure. This approach not only accelerates time to market but also positions BluSky AI as a premier AI compute infrastructure provider dedicated to meeting the surging demand for advanced AI services.

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 Results of ~~the assets or liabilities.~~Operations

~~Level~~Year ended 3:December ~~Unobservable~~31, ~~inputs~~2025 tocompared ~~the valuation methodology that are significant~~ to the ~~measurement~~year ofended ~~fair~~December ~~value~~31, ~~of assets or liabilities.~~2024

ToWe had ~~the~~a ~~extent~~net ~~that~~loss ~~valuation~~of is$4,515,516 ~~based~~for onthe ~~models~~year orended ~~inputs~~December ~~that~~31, ~~are~~2025, ~~less~~which ~~observable~~was or$3,565,734 ~~unobservable~~more inthan the ~~market~~net loss of $949,782 for the ~~determination~~year ended ofDecember ~~fair~~31, ~~value~~2024. ~~requires~~This ~~more~~change ~~judgment.~~in Inour ~~certain~~results ~~cases,~~over the ~~inputs~~two ~~used~~periods tois ~~measure~~primarily ~~fair~~the ~~value~~result ~~may~~of ~~fall~~an ~~into~~increase ~~different~~in ~~levels~~general and administrative expenses of ~~the~~$2,145,511, ~~fair~~decrease ~~value~~in ~~hierarchy.~~interest Inexpense ~~such~~of ~~cases~~$344,059 ~~for~~and ~~disclosure~~an ~~purposes,~~increase ~~the~~in ~~level~~loss inon ~~the~~extinguishment ~~fair~~of ~~value~~debt ~~hierarchy~~of ~~within~~$1,962,881. ~~which~~The following ~~the~~table ~~fair~~summarizes ~~value~~key ~~measurement~~items isof ~~disclosed~~comparison and istheir ~~determined~~related ~~based~~increase on(decrease) for the ~~lowest~~years ~~level~~ended ~~input~~December ~~that~~31, is2025 ~~significant~~and ~~to the fair value measurement~~2024.

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.

	Years Ended December,						Increase/
	2025			2024			(Decrease)
General and Administrative	$	2,665,889		$	520,378		$	2,145,511
Depreciation and Amortization Expenses		-			727			(727	)
Total Operating Expenses		2,665,889			521,105			2,144,784
Income (Loss) from Operations		(2,665,889	)		(521,105	)		(2,144,784	)
Other Income (expense)		96			-			96
Interest Income		15,590			-			15,590
Change in Derivative Liabilities		182,394			196,321			(13,927	)
Initial Derivative Expense		-			(193,582	)		193,582
Loss on Disposal of Property, Plant and Equipment		-			(2,531	)		2,531
Loss on Extinguishment of Debt		(1,975,924	)		(13,043	)		(1,962,881	)
Interest Expense		(71,783	)		(415,842	)		344,059
Income (Loss) from Operations Before Taxes		(4,515,516	)		(949,782	)		(3,565,734	)
Provision for Income Taxes		-			-			-
Net Income (Loss)	$	(4,515,516	)	$	(949,782	)	$	(3,565,734	)

The Company recognizes its derivative liabilities as level 3 and values its derivatives using the methods discussed below. While the Company believes that its valuation methods are appropriate and consistent with other market participants, it recognizes that the use of different methodologies or assumptions to determine the fair value of certain financial instruments could result in a different estimate of fair value at the reporting date. The primary assumptions that would significantly affect the fair values using the methods discussed below are that of volatility and market price of the underlying common stock of the Company.Operating Expenses

24Operating expenses ~~Table~~for the years ended December 31, 2025 and 2024 were $2,665,889 and $521,105, respectively. The increase in operating expenses for 2025 compared to 2024 were comprised primarily of ~~Contents~~an increase in consulting fees and investor relations expenses.

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.24

~~Properties,~~Table ~~Plant and Equipment - We record properties, plant 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:Contents

Building		7 to 15 years
Vehicles and equipment		3 to 7 years
Processing and laboratory		5 to 15 years
Furniture and fixtures		2 to 3 years

Other Income (Expenses)

~~Derivative~~Other income ~~Liabilities~~(expenses) -for ~~Derivative~~the ~~liabilities~~years ~~are~~ended ~~recorded~~December at31, ~~fair~~2025 ~~value~~and ~~when~~2024 ~~issued~~were ($1,849,627) and ($428,677), respectively. For the ~~subsequent~~year ended December 31, 2025, other income (expenses) was comprised primarily of $182,394 for change in ~~fair~~derivative ~~value~~liability, ~~each~~($1,975,924) ~~period~~for isloss ~~recorded~~on inextinguishment of ~~other~~debt ~~income~~and (~~expense~~$71,783) infor interest expense. For the ~~consolidated~~year ~~statements~~ended December 31, 2024, other income (expenses) was comprised primarily of $196,321 ~~operations.~~for Wechange doin ~~not~~derivative ~~hold~~liability, or($193,582) ~~issue~~in ~~any~~initial derivative ~~financial~~expenses, ~~instruments~~($13,043) for ~~speculative~~loss ~~trading~~on ~~purposes~~extinguishment of debt and ($415,842) for interest expense.

At December 31, 2024, the Company marked to market the fair value of the debt derivatives and determined a fair value of $186,542. The Company recorded a gain from change in fair value of debt derivatives of $196,321 for the year ended December 31, 2024. The fair value of the embedded derivatives was determined using the Monte Carlo Valuation Model. The Monte Carlo Valuation Model was based on the following assumptions: (1) expected volatility of 155.5%, (2) weighted average risk-free interest rate of 4.30% and (3) expected life of 0.13 years. Net Loss

~~Income~~Net loss ~~Taxes~~for -the ~~The~~year ~~Company’s~~ended ~~income~~December ~~tax~~31, ~~expense~~2025 ~~and~~was ~~deferred~~$4,515,516 ~~tax~~while ~~assets~~the ~~and~~net ~~liabilities~~loss ~~reflect~~for ~~management’s~~the ~~best~~year ~~assessment~~ended ofDecember ~~estimated~~31, ~~future~~2024 ~~taxes~~was ~~to be paid~~$949,782. ~~Significant judgments and estimates are required in determining the consolidated income tax expense.~~

~~Deferred income taxes arise from temporary differences between the tax~~ Liquidity and ~~financial~~Capital 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 the realization of such deferred tax assets to be more likely than not.Resources

~~Changes~~Our balance insheet ~~tax~~as ~~laws~~of ~~and~~December ~~rates~~31, ~~could~~2025, ~~also~~reflects ~~affect~~current ~~recorded~~assets ~~deferred~~of ~~tax~~$1,122,661. ~~assets~~As ~~and~~we ~~liabilities~~had cash in the ~~future.~~amount ~~Management~~of is$960,436 ~~not~~and ~~aware~~a working capital deficit in the amount of ~~any~~$2,293,390 ~~such~~as ~~changes~~of ~~that~~December ~~would~~31, 2025, we do not have asufficient ~~material~~working ~~effect~~capital onto ~~the~~enable ~~Company’s~~us ~~results~~to carry out our stated plan of ~~operations,~~operation ~~cash~~for ~~flows~~the ornext ~~financial~~twelve ~~position~~months.

~~Operating Lease – The Company leases its corporate headquarters and administrative offices in Salt Lake City, Utah on a month-to-month basis.~~Working Capital

The Company incurred rent expense of $22,484 and $15,772 for the years ended December 31, 2024 and 2023.

	December 31, 2025			December 31, 2024
Current assets	$	1,122,661		$	-
Current liabilities		3,416,051			3,346,850
Working capital deficit	$	(2,293,390	)	$	(3,346,850	)

~~Non-Controlling~~We anticipate ~~Interest~~generating ~~Policy~~losses –and, ~~Non-controlling~~therefore, ~~interest~~may ~~(NCI)~~be isunable ~~the~~to ~~portion~~continue ofoperations ~~equity ownership~~ in athe ~~subsidiary~~future. ~~not~~If ~~attributable~~we torequire ~~the~~additional ~~parent company~~capital, ~~who~~we will ~~has~~have ~~a controlling interest and consolidates the subsidiary’s financial results with its own. The amount of equity relating~~ to ~~the~~issue ~~non-controlling~~debt ~~interest~~or ~~is separately identified in the~~ equity ~~section~~or ofenter ~~the~~into ~~balance~~a ~~sheet~~strategic ~~and~~arrangement ~~the~~with ~~amount~~a ofthird ~~the net income (loss) relating to the non-controlling interest is separately identified on the statement of operations~~party.

25Going Concern ~~Table of Contents~~Consideration

~~Recent~~As reflected ~~Accounting~~in ~~Pronouncements~~the accompanying financial statements, the Company has an accumulated deficit of $34,378,880. In addition, there is a working capital deficiency of $2,293,390 and a stockholder’s deficiency of $930,493 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.

~~For recent accounting pronouncements, please refer to the notes to the financial statements section of this Annual Report.~~Cash Flows

Off-Balance Sheet Arrangements

	Years Ended December 31,
	2025			2024
Net Cash Provided by (Used in) Operating Activities	$	(1,156,258	)	$	(127,139	)
Net Cash Provided by (Used in) Investing Activities		-			-
Net Cash Provided by (Used in) Financing Activities		2,116,694			127,137
Net Increase (Decrease) in Cash	$	960,436		$	(2	)

~~We have no off-balance sheet arrangements.~~Operating Activities

~~ITEM~~Net cash ~~7A:~~flow ~~QUANTITATIVE~~used ~~AND~~in ~~QUALITATIVE~~operating ~~DISCLOSURES~~activities ~~ABOUT~~during ~~MARKET~~the ~~RISK~~year ended December 31, 2025, was $1,156,258, an increase of $1,029,119 from the $127,139 net cash used in operating activities during the year ended December 31, 2024. This decrease is mostly due to the net loss in 2025 versus the net loss in 2024.

~~None~~25

~~ITEM~~Table 8:of ~~FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA~~Contents

~~The financial statements of the Company required by Article 8 of Regulation S-X are attached to this report, beginning at page F-1.~~Investing Activities

~~ITEM~~Cash used 9:in ~~CHANGES~~investing INactivities ~~AND~~during ~~DISAGREEMENTS~~the ~~WITH~~year ~~ACCOUNTANTS~~ended ONDecember ~~ACCOUNTING~~31, ~~AND~~2025, ~~FINANCIAL~~was ~~DISCLOSURE~~$0, a change of $0 from the $0 net cash used during the year ended December 31, 2024. This change was due to no new investments.

~~None.~~Financing Activities

~~ITEM~~Financing activities ~~9A:~~during ~~CONTROLS~~the ~~AND~~year ~~PROCEDURES~~ended December 31, 2025, provided $2,116,694, an increase of $1,989,557 from the $127,137 provided by financing activities during the year ended December 31, 2024. During the year ended December 31, 2025, the company received $362,906 in notes payable from related parties, $1,885,000 in convertible notes payable and made payments of $131,212 in cash on notes payable – related parties. During the year ended December 31, 2024, the company received $174,396 in notes payable from related parties, $150,000 in convertible notes payable, made payments of $98,475 in cash on notes payable – related parties, and payments of $98,784 in cash on convertible notes.

~~Evaluation~~Critical Accounting ofPolicies ~~Disclosure Controls~~ and ~~Procedures~~Estimates

WeGoing Concern ~~maintain~~- ~~disclosure~~The ~~controls~~accompanying ~~and~~consolidated ~~procedures~~financial ~~that~~statements ~~are~~have ~~designed~~been toprepared ~~ensure~~on ~~that~~a ~~material~~going ~~information~~concern ~~required~~basis, towhich becontemplates ~~disclosed in our periodic reports filed under~~ the realization ~~Securities Exchange Act~~ of ~~1934,~~assets ~~as amended, or 1934 Act, is recorded, processed, summarized,~~ and ~~reported within~~ the ~~time~~satisfaction ~~periods~~of ~~specified~~liabilities in the ~~SEC’s~~normal ~~rules~~course ~~and~~of ~~forms~~business. ~~and~~As toshown ~~ensure~~in ~~that~~the ~~such~~accompanying ~~information~~consolidated financial isstatements ~~accumulated~~during ~~and~~year ~~communicated~~ended toDecember ~~our~~31, ~~management~~2025, ~~including~~the ~~our~~Company ~~chief~~recorded ~~executive~~a ~~officer~~net ~~and~~loss ~~chief~~of ~~financial~~$4,515,516 ~~officer~~and asused ~~appropriate~~$1,156,258 toin ~~allow~~cash ~~timely~~from operating ~~decisions regarding required disclosure~~activities. WeThe ~~carried~~Company ~~out~~has an ~~evaluation,~~accumulated ~~under~~net ~~the~~loss ~~supervision~~since ~~and~~inception ~~with the participation~~ of ~~our management~~$34,378,880. ~~including~~In ~~the principal executive officer and the principal financial officer (principal financial officer)~~addition, ofthere ~~the~~is ~~effectiveness~~a ofworking ~~the~~capital deficiency ~~design and operation~~ of ~~our~~$2,293,390 ~~disclosure controls~~ and ~~procedures, as defined in Rule 13(~~a~~)-15(e)~~ ~~under~~stockholder’s ~~the~~deficiency ~~1934~~of ~~Act~~$930,493 as of ~~the~~December ~~end~~31, ~~of the period covered by this report~~2025. ~~Based~~These onfactors ~~this~~among ~~evaluation,~~others ~~because~~indicate that of the Company’s ~~limited~~may ~~resources~~be ~~and~~unable ~~limited number of employees and due~~ to ~~reasons~~continue ~~listed~~as ~~below,~~a ~~management~~going ~~concluded~~concern ~~that~~for ~~our~~one ~~disclosure~~year ~~controls~~from ~~and~~the ~~procedures~~issuance ~~were not effective as~~ of ~~December~~these ~~31,~~financial ~~2024~~statements.

~~Management~~The Company’s ~~Report~~existence onis ~~Internal~~dependent ~~Control~~upon ~~over~~management’s ~~Financial~~ability ~~Reporting~~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.

~~Our management~~ Management is ~~responsible~~currently ~~for~~working ~~establishing and maintaining adequate internal control over financial reporting. The Company’s internal control over financial reporting is designed~~ to ~~provide~~make ~~reasonable~~changes ~~assurances~~that ~~regarding~~will ~~the~~result ~~reliability~~in ofprofitable ~~financial~~operations ~~reporting~~ and the preparation of the financial statements of the Company in accordance with U.S. generally accepted accounting principles, or GAAP. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to ~~future~~obtain ~~periods~~additional ~~are~~funding ~~subject~~sources to ~~the~~meet ~~risk that controls may become inadequate because of changes in conditions, or that~~ the ~~degree~~Company’s need orfor ~~compliance~~cash ~~with~~during the ~~policies~~next ortwelve ~~procedures~~months ~~may~~and ~~deteriorate~~beyond.

~~With the participation~~ Basis of ~~our~~Presentation Chief Executive Officer and Chief Financial Officer, our management conducted an evaluation of the effectiveness of our internal control over financial reporting as of December 31, 2024 based on the framework in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO-~~2013”).~~ ~~Based~~The ~~on our evaluation and the material weaknesses described below, management concluded that the~~ Company’s ~~internal~~prepares ~~controls~~its ~~were~~consolidated ~~not effective based on~~ financial ~~reporting~~statements asin ofaccordance ~~December~~with 31, 2024 based on the COSO framework criteria. Management has identified control deficiencies regarding the lack of segregation of duties. Management of the Company believes that these material weaknesses are due to the small size of the Company’s management and accounting ~~staff~~principles ~~and~~generally ~~reliance on outside consultants for external reporting. The small size of the Company’s accounting staff may prevent adequate controls~~ accepted in the ~~future~~United ~~and~~States ~~the internal controls may continue to be not effective, such as segregation~~ of ~~duties, due to the cost/benefit of such remediation~~America.

26Use of ~~Table~~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 ~~Contents~~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 allowances on notes receivable, deferred tax assets, derivative assets and liabilities, stock-based compensation and payments, and contingent liabilities.

ToNotes Receivable ~~mitigate~~– Notes receivable include amounts due to the ~~current~~Company ~~limited~~pursuant ~~resources~~to ~~and~~financial ~~limited~~agreements ~~employees~~stipulating interest rates, payment weterms ~~rely~~and ~~heavily~~maturity ondates. ~~direct~~The ~~management~~Company ~~oversight~~uses ofpayment ~~transactions~~history, ~~along~~timeliness ~~with~~of ~~the~~payments, ~~use~~economic ofenvironment ~~legal~~ and ~~outside~~potential ~~accounting~~disagreements with ~~consultants.~~noteholder Asand wedebtor ~~grow,~~and weother ~~expect~~potential indicators to ~~increase~~evaluate ~~our~~the ~~number~~collectability of ~~employees,~~the ~~which~~note ~~will~~receivable ~~enable~~and us to ~~implement~~determine ~~adequate~~if ~~segregation~~an allowance offor ~~duties~~doubtful ~~within~~notes ~~the~~is ~~internal control framework~~required.

~~These~~Fair Value ~~control~~Measurements ~~deficiencies~~- ~~could~~The ~~result~~fair invalue of a ~~misstatement~~financial ofinstrument ~~account~~is ~~balances~~the amount that ~~would~~could ~~result~~be inreceived aupon ~~reasonable~~the ~~possibility~~sale ~~that~~of an asset or paid to transfer a ~~material~~liability ~~misstatement~~in an orderly transaction between market participants at the measurement date. Financial assets are marked to bid ~~our~~prices ~~consolidated~~and financial ~~statements~~liabilities ~~may~~are ~~not~~marked to offer prices. The fair value should be ~~prevented~~calculated based on assumptions that market participants would use in pricing the asset or ~~detected~~liability, not on aassumptions ~~timely~~specific ~~basis~~to the entity. ~~Accordingly~~In addition, wethe ~~have~~fair ~~determined~~value ~~that~~of ~~these~~liabilities should ~~control~~include ~~deficiencies~~consideration asof ~~described~~non-performance ~~above~~risk, ~~together~~including ~~constitute~~the aparty’s ~~material~~own ~~weakness~~credit risk.

In light of this material weakness, we performed additional analyses and procedures in order to conclude that our consolidated financial statements for the year ended December 31, 2024 included in this Annual Report on Form 10-K were fairly stated in accordance with US GAAP. Accordingly, management believes that despite our material weaknesses, our consolidated financial statements for the year ended December 31, 2024 are fairly stated, in all material respects, in accordance with US GAAP.26

~~This~~Table ~~Annual Report does not include an attestation report~~ of our registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by our registered public accounting firm pursuant to temporary rules of the Securities and Exchange Commission that permit us to provide only management’s report in this Annual Report on Form 10-K.Contents

~~Limitations~~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 ~~Effectiveness~~the lowest level of ~~Controls~~input ~~and~~that is ~~Procedures~~significant to the fair value measurement. The fair value hierarchy is defined into the following three categories:

~~Our~~Level 1: ~~management,~~Quoted ~~including~~market ~~our~~prices Chief Executive Officer and Chief Financial Officer, does not expect that our disclosure controls and procedures or our internal controls will prevent all errors and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in ~~all~~active ~~control~~markets ~~systems,~~for noidentical ~~evaluation~~assets of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the Company have been detected. These inherent limitations include, but are not limited to, the realities that judgments in decision-making can be faulty and that breakdowns can occur because of simple error or ~~mistake~~liabilities. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the control. The design of any system of controls also is based in part upon certain assumptions about the likelihood of future events and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Over time, controls may become inadequate because of changes in conditions, or the degree of compliance with the policies or procedures may deteriorate. Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected.

~~Changes~~Level 2: Observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities; quoted prices in ~~Internal~~markets ~~Controls~~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.

~~During~~Level 3: ~~the~~Unobservable ~~year~~inputs ~~ended~~to ~~December~~the ~~31,~~valuation ~~2024,~~methodology ~~there have been no changes in our internal control over financial reporting~~ that ~~have materially affected or~~ are ~~reasonably~~significant ~~likely~~ to ~~materially~~the ~~affect~~measurement ~~our~~of ~~internal~~fair ~~controls~~value ~~over~~of ~~financial~~assets ~~reporting~~or liabilities.

~~ITEM~~To the ~~9B:~~extent ~~OTHER~~that ~~INFORMATION~~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.

The carrying ~~Company~~value ~~enacted a reverse stock split~~ of the Company'’s ~~issued and outstanding shares of common stock~~cash, ~~par~~accounts ~~value $0.00001 per share (the "Common Stock")~~payable, ~~at a ratio of 1~~short-~~for-1,000~~term borrowings (~~the~~including ~~"Reverse~~convertible ~~Stock~~notes ~~Split"~~payable)., ~~The~~and ~~Reverse~~other current ~~Stock~~assets ~~Split~~and ~~became~~liabilities ~~effective~~approximate onfair ~~March~~value ~~10,~~because ~~2025~~of ~~(the~~their ~~"Effective~~short-term ~~Date")~~maturity.

InThe Company ~~addition~~recognizes toits derivative liabilities as level 3 and values its derivatives using the ~~Reverse~~methods ~~Stock~~discussed ~~Split~~below. While the Company believes that its valuation methods are appropriate and consistent with other market participants, ait ~~name~~recognizes ~~change~~that the use of different methodologies or assumptions to determine the ~~Company~~fair ~~was~~value ~~announced~~of bycertain ~~FINRA~~financial asinstruments could result in a different estimate of fair value at the ~~Effective~~reporting ~~Date~~date. The ~~name~~primary ~~change~~assumptions tothat ~~“BLUSKY~~would ~~AI,~~significantly ~~INC.”~~affect isthe ~~already~~fair ~~effective~~values ~~and,~~using ~~twenty~~the ~~days~~methods ~~following~~discussed ~~the~~below are ~~Effective~~that ~~Date,~~of ~~the~~volatility ~~trading~~and ~~symbol~~market ~~for~~price of the ~~Common~~underlying ~~Stock~~common ~~will~~stock ~~change~~of tothe ~~"BSAI~~Company."

~~ITEM~~Long-Lived Assets 9C- We review the carrying amount of our long-lived assets for impairment whenever there are negative indicators of impairment. An ~~DISCLOSURE~~asset ~~REGARDING~~is ~~FOREIGN~~considered ~~JURISDICTIONS~~impaired ~~THAT~~when ~~PREVENT~~estimated ~~INSPECTIONS~~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.

~~Not~~Properties, Plant ~~applicable~~and Equipment - We record properties, plant 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:

27 Table of Contents

Building		7 to 15 years
Vehicles and equipment		3 to 7 years
Processing and laboratory		5 to 15 years
Furniture and fixtures		2 to 3 years

~~PART~~Derivative Liabilities ~~III~~- 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 consolidated statements of operations. We do not hold or issue any derivative financial instruments for speculative trading purposes.

~~ITEM~~At December ~~10:~~31, ~~DIRECTORS~~2025, ~~EXECUTIVE~~the ~~OFFICERS~~Company marked to market the fair value of the debt derivatives and determined a fair value of $14,516. ~~AND~~The ~~CORPORATE~~Company recorded ~~GOVERNANCE~~a gain from change in fair value of debt derivatives of $182,394 for the year ended December 31, 2025. The fair value of the embedded derivatives was determined using the Monte Carlo Valuation Model. The Monte Carlo Valuation Model was based on the following assumptions: (1) expected volatility of 100.0%, (2) weighted average risk-free interest rate of 3.47% and (3) expected life of 0.80 – 1.00 years.

~~Identification of Directors and Executive Officers~~27

~~Our~~Table ~~Bylaws state that our authorized number~~ of ~~directors shall be one or more and shall be set by resolution of our Board of Directors. We currently have two directors.~~Contents

~~Our~~Income Taxes ~~current~~- ~~directors~~The Company’s income tax expense and ~~officers~~deferred tax assets and liabilities reflect management’s best assessment of estimated future taxes to be paid. Significant judgments and estimates are asrequired ~~follows:~~in determining the consolidated income tax expense.

Name and Business Address	Age	Position
Trent D’Ambrosio	60	CEO, CFO and Director
Whit Cluff	74	Director

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 the realization of such deferred tax assets to be more likely than not.

~~Our directors will serve~~ Changes in ~~that~~tax ~~capacity~~laws ~~until~~and ~~our~~rates ~~next~~could ~~annual~~also ~~shareholder~~affect ~~meeting~~recorded ordeferred ~~until~~tax aassets ~~successor is elected~~ and ~~qualified.~~liabilities ~~Officers~~in ~~hold their positions at~~ the ~~will of our Board of Directors~~future. ~~There~~Management ~~are~~is nonot ~~arrangements,~~aware ~~agreements~~of orany ~~understandings~~such changes ~~between~~that ~~non-management~~would ~~security~~have ~~holders~~a ~~and~~material ~~management~~effect ~~under~~on ~~which~~the ~~non-management~~Company’s ~~security~~results ~~holders~~of ~~may~~operations, ~~directly~~cash orflows ~~indirectly participate in~~ or ~~influence~~financial ~~the management of our affairs~~position.

~~Trent~~Operating Lease ~~D’Ambrosio~~– The Company leases its corporate headquarters and administrative offices in Salt Lake City, ~~Chief~~Utah. ~~Executive~~This ~~Officer~~lease expired in August 2024 and is now a month-to-month lease. The Company made cash payments of $18,006 ~~Chief~~and ~~Financial~~$22,484 ~~Officer~~for the years ended December 31, 2025 and ~~Director~~2024, respectively on this lease. The Company incurred rent expense of $18,006 and $22,484 for the years ended December 31, 2025 and 2024, respectively.

~~Mr.~~On July ~~D’Ambrosio~~11, ~~has~~2025, ~~been~~the Company entered into a ~~Director~~Ground ofLease with an Option to Purchase (the ~~Company~~“Lease”) ~~since~~with ~~February~~Wild 28Mustang Ventures LLC, ~~2013.~~a ~~From~~Wyoming ~~October~~limited ~~2011~~liability ~~through~~company ~~March~~(the ~~2013~~“Landlord”), Mrthrough which the Company leased 51.6 ~~D’Ambrosio~~acres ~~held~~in Milford, Utah (the “Milford ~~positions~~Land”) offor ~~Interim~~a ~~Chief~~two-year ~~Executive~~term. ~~Officer~~The ~~and~~base ~~Chief~~rent ~~Financial~~is ~~Officer~~$90,000 ofannually, ~~Inception~~which ~~Holdings~~shall ~~LLC,~~accrue auntil ~~resource~~the ~~exploration~~earlier ~~company,~~of ~~and~~the ~~was~~expiration of the ~~responsible~~lease ~~for~~or until the ~~overall~~Company ~~strategic~~exercises ~~direction~~its ~~for~~option to purchase the ~~organization~~Milford Land. ~~His~~The ~~professional~~Lease ~~record~~contains standard other provisions and includes 25a ~~years~~mutual indemnification clause which requires that the parties indemnify each other except in the case of ~~management~~gross negligence or willful misconduct. The Company made cash payments of $0 and ~~financial~~$0 ~~services~~for ~~experience~~the ~~with~~years ~~companies~~ended ~~ranging~~December ~~from~~31, ~~Fortune~~2025 ~~500~~and ~~companies~~2024, torespectively ~~start-ups.~~for Mrthis lease. ~~D’Ambrosio~~The ~~holds~~Company aincurred ~~B.S.~~rent inexpense ~~Business~~of ~~Management~~$45,000 anand ~~MBA~~$0 ~~and~~for athe ~~Certificate~~years ofended ~~Mining~~December ~~Studies~~31, 2025 and 2024, respectively.

~~Whit~~Non-Controlling Interest ~~Cluff~~Policy – Non-controlling interest (NCI) is the portion of equity ownership in a subsidiary not attributable to the parent company, ~~Director~~who has a controlling interest and consolidates the subsidiary’s financial results with its own. The amount of equity relating to the non-controlling interest is separately identified in the equity section of the balance sheet and the amount of the net income (loss) relating to the non-controlling interest is separately identified on the statement of operations.

~~Mr.~~Recent Accounting Cluff has over 35 years of experience in the commercial real estate industry. Mr. Cluff has been involved in all disciplines of real estate land development, mixed-use development, retail tenant representation, developer representation, industrial property procurement and asset management. Mr. Cluff has an extensive background in public and private businesses giving him strong analytical, planning, and organization ability with effective negotiation skills. From 2003 through the present, Mr. Cluff has worked in commercial real estate. Mr. Cluff attended the University of Utah and served in the United States Army.Pronouncements

~~Other~~For recent ~~Directorships~~accounting pronouncements, please refer to the notes to the financial statements section of this Annual Report.

~~Other~~Off-Balance Sheet than as set forth above, none of our directors hold any other directorships in any company with a class of securities registered pursuant to Section 12 of the Exchange Act or subject to the requirements of Section 15(d) of such Act or any company registered as an investment company under the Investment Company Act of 1940.Arrangements

28We have ~~Table~~no ofoff-balance ~~Contents~~sheet arrangements.

~~Board~~ITEM 7A. ofQUANTITATIVE ~~Directors~~AND ~~and~~QUALITATIVE ~~Director~~DISCLOSURES ~~Nominees~~ABOUT MARKET RISK

Since our Board of Directors does not include a majority of independent directors, the decisions of the Board regarding director nominees are made by persons who have an interest in the outcome of the determinationNone. The Board will consider candidates for directors proposed by security holders, although no formal procedures for submitting candidates have been adopted. Unless otherwise determined, at any time not less than 90 days prior to the next annual Board meeting at which a slate of director nominees is adopted, the Board will accept written submissions from proposed nominees that include the name, address and telephone number of the proposed nominee; a brief statement of the nominee’s qualifications to serve as a director; and a statement as to why the security holder submitting the proposed nominee believes that the nomination would be in the best interests of our security holders. If the proposed nominee is not the same person as the security holder submitting the name of the nominee, a letter from the nominee agreeing to the submission of his or her name for consideration should be provided at the time of submission. The letter should be accompanied by a résumé supporting the nominee’s qualifications to serve on the Board, as well as a list of references.

The Board identifies director nominees through a combination of referrals from different people, including management, existing Board members and security holders. Once a candidate has been identified, the Board reviews the individual’s experience and background and may discuss the proposed nominee with the source of the recommendation. If the Board believes it to be appropriate, Board members may meet with the proposed nominee before making a final determination whether to include the proposed nominee as a member of the slate of director nominees submitted to security holders for election to the Board.28

~~Some~~Table of the factors, which the Board considers when evaluating proposed nominees, include their knowledge of and experience in business matters, finance, capital markets and mergers and acquisitions. The Board may request additional information from each candidate prior to reaching a determination, and it is under no obligation to formally respond to all recommendations, although as a matter of practice, it will endeavor to do so.Contents

~~Conflicts~~ITEM 8. ofFINANCIAL ~~Interest~~STATEMENTS AND SUPPLEMENTARY DATA

~~Our~~The financial ~~directors~~statements ~~are not obligated to commit their full time and attention to our business and, accordingly, they may encounter a conflict~~ of ~~interest in allocating their time between our operations and those of other businesses. In~~ the ~~course~~Company ofrequired ~~their~~by ~~other~~Article ~~business~~8 ~~activities, they may become aware~~ of ~~investment~~Regulation ~~and~~S-X ~~business~~are ~~opportunities~~attached ~~which may be appropriate for presentation~~ to usthis ~~as well as other entities to which they owe a fiduciary duty. As a result~~report, ~~they~~beginning ~~may~~at ~~have~~page ~~conflicts of interest in determining to which entity a particular business opportunity should be presented~~F-1. ~~They may also in the future become affiliated with entities that are engaged in business activities similar to those we intend to conduct.~~

InITEM 9. ~~general,~~CHANGES ~~officers~~IN ~~and~~AND ~~directors~~DISAGREEMENTS ofWITH aACCOUNTANTS ~~corporation~~ON ~~are~~ACCOUNTING ~~required~~AND toFINANCIAL ~~present business opportunities to the corporation if:~~DISCLOSURE

● the corporation could financially undertake the opportunity; ● the opportunity is within the corporation’s line of business; and ● it would be unfair to the corporation and its stockholders not to bring the opportunity to the attention of the corporationNone.

WeITEM 9A. ~~plan~~CONTROLS toAND adopt a code of ethics that obligates our directors, officers and employees to disclose potential conflicts of interest and prohibits those persons from engaging in such transactions without our consent.PROCEDURES

~~Significant~~Evaluation of ~~Employees~~Disclosure Controls and Procedures

~~Other~~We maintain ~~than~~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 ~~described~~amended, ~~herein~~or 1934 Act, weis dorecorded, ~~not~~processed, ~~expect~~summarized, ~~any~~and ~~other~~reported ~~individuals~~within the time periods specified in the SEC’s rules and forms and to ~~make~~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) ~~significant~~under ~~contribution~~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 and due to reasons listed below, management concluded that our ~~business~~disclosure controls and procedures were not effective as of December 31, 2025.

29Management’s Report ~~Table~~on ofInternal ~~Contents~~Control over Financial Reporting

~~Legal~~Our management ~~Proceedings~~is responsible for establishing and maintaining adequate internal control over financial reporting. The Company’s internal control over financial reporting is designed to provide reasonable assurances regarding the reliability of financial reporting and the preparation of the financial statements of the Company in accordance with U.S. generally accepted accounting principles, or GAAP. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree or compliance with the policies or procedures may deteriorate.

~~None~~With the participation of our ~~directors~~Chief Executive Officer and Chief Financial Officer, ~~executive~~our ~~officers~~management orconducted an evaluation of the effectiveness of our internal control ~~persons~~over ~~has~~financial ~~been~~reporting ~~involved~~as of December 31, 2025 based on the framework in ~~any~~Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the ~~following~~Treadway ~~events~~Commission ~~during~~(“COSO-2013”). Based on our evaluation and the ~~past~~material ~~five~~weaknesses ~~years:~~described below, management concluded that the Company’s internal controls were not effective based on financial reporting as of December 31, 2025, based on the COSO framework criteria. Management has identified control deficiencies regarding the lack of segregation of duties. Management of the Company believes that these material weaknesses are due to the small size of the Company’s management and accounting staff and reliance on outside consultants for external reporting. The small size of the Company’s accounting staff may prevent adequate controls in the future and the internal controls may continue to be not effective, such as segregation of duties, due to the cost/benefit of such remediation.

●To mitigate ~~any bankruptcy petition filed by or against any business of which such person was a general partner or executive officer either at~~ the ~~time~~current oflimited ~~the~~resources ~~bankruptcy or within two years prior to that time; ● any conviction in a criminal proceeding or being subject to a pending criminal proceeding (excluding traffic violations~~ and ~~other~~limited ~~minor offenses); ● being subject to any order~~employees, ~~judgment,~~we orrely ~~decree,~~heavily ~~not~~on ~~subsequently~~direct ~~reversed,~~management ~~suspended~~oversight orof ~~vacated~~transactions, ofalong ~~any~~with the ~~court~~use of ~~competent~~legal ~~jurisdiction,~~and ~~permanently~~outside oraccounting ~~temporarily~~consultants. ~~enjoining,~~As ~~barring,~~we ~~suspending or otherwise limiting his involvement in any type of business~~grow, ~~securities~~we orexpect ~~banking~~to ~~activities;~~increase orour ●number ~~being found by a court~~ of ~~competent jurisdiction (in a civil action)~~employees, ~~the~~which ~~SEC~~will orenable ~~the Commodity Futures Trading Commission~~ us to ~~have~~implement ~~violated~~adequate asegregation ~~federal~~of orduties ~~state~~within ~~securities or commodities law, where~~ the ~~judgment~~internal ~~has~~control ~~not been reversed, suspended, or vacated~~framework.

NoThese control ~~Audit~~deficiencies ~~Committee~~could result in a misstatement of account balances that would result in a reasonable possibility that a material misstatement to our consolidated financial statements may not be prevented or ~~Financial~~detected ~~Expert~~on a timely basis. Accordingly, we have determined that these control deficiencies as described above together constitute a material weakness.

~~The Company does not have an audit committee or a financial expert serving on the Board of Directors. The Company plans to form and implement an audit committee as soon as practicable.~~29

~~Family~~Table ~~Relationships~~of Contents

~~There~~In light ~~are~~of nothis ~~family~~material ~~relationships~~weakness, ~~among~~we performed additional analyses and procedures in order to conclude that our ~~officers~~consolidated financial statements for the year ended December 31, ~~directors~~2025, orincluded ~~persons~~in ~~nominated~~this Annual Report on Form 10-K were fairly stated in accordance with US GAAP. Accordingly, management believes that despite our material weaknesses, our consolidated financial statements for ~~such~~the ~~positions~~year ended December 31, 2025, are fairly stated, in all material respects, in accordance with US GAAP.

~~Code~~This Annual Report does not include an attestation report of ~~Ethics~~our registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by our registered public accounting firm pursuant to temporary rules of the Securities and Exchange Commission that permit us to provide only management’s report in this Annual Report on Form 10-K.

WeLimitations on ~~have~~Effectiveness ~~not yet adopted a code~~ of ~~ethics~~Controls ~~that applies to our principal executive officer~~ and ~~principal accounting officer, but intend to do so this year.~~Procedures

~~Section~~Our management, ~~16(~~including our Chief Executive Officer and Chief Financial Officer, does not expect that our disclosure controls and procedures or our internal controls will prevent all errors and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a) ~~Beneficial~~control ~~Ownership~~system ~~Reporting~~must reflect ~~Compliance~~the fact that there are resource constraints and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the Company have been detected. These inherent limitations include, but are not limited to, the realities that judgments in decision-making can be faulty and that breakdowns can occur because of simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the control. The design of any system of controls also is based in part upon certain assumptions about the likelihood of future events and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Over time, controls may become inadequate because of changes in conditions, or the degree of compliance with the policies or procedures may deteriorate. Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected.

Under Section 16(a) of the Exchange Act, all executive officers, directors, and each person who is the beneficial owner of more than 10% of the common stock of a company that files reports pursuant to Section 12 of the Exchange Act of 1934, are required to report the ownership of such common stock, options, and stock appreciation rights (other than certain cash only rights) and any changes Changes in ~~that~~Internal ownership with the Securities and Exchange Commission. The Company has evaluated all relevant Section 16(a) filings and has determined that the company is compliant with this section to the best of its knowledge, with the exception of a Form 4 that was filed late in 2025.Controls

~~ITEM~~During the ~~11:~~year ~~EXECUTIVE~~ended ~~COMPENSATION~~December 31, 2025, there have been no changes in our internal control over financial reporting that have materially affected or are reasonably likely to materially affect our internal controls over financial reporting.

~~Our Board of Directors has not established a separate compensation committee~~ITEM 9B. ~~Instead,~~OTHER the Board of Directors reviews and approves executive compensation policies and practices, reviews salaries and bonuses for our officer(s), decides on benefit plans, and considers other matters as may, from time to time, be referred to it. We do not currently have a Compensation Committee Charter. Our Board continues to emphasize the important link between our performance, which ultimately benefits all shareholders, and the compensation of our executives. Therefore, the primary goal of our executive compensation policy is to closely align the interests of the shareholders with the interests of the executive officer(s). In order to achieve this goal, we attempt to (i) offer compensation opportunities that attract and retain executives whose abilities and skills are critical to our long-term success and reward them for their efforts in ensuring our success and (ii) encourage executives to manage from the perspective of owners with an equity stake in us.INFORMATION

~~30 Table of Contents~~None.

~~Compensation~~ITEM 9C. ~~Table~~DISCLOSURE ~~for~~REGARDING ~~Executives~~FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

Name and Principal Position	Year		Salary		Bonus		Stock Awards		Option Awards		Non-equity Incentive Plan Compensation		Non-qualified Deferred Compensation Earnings		All Other Compensation		Total
				($)		($)		($)		($)		($)		($)		($)		($)
Trent D’Ambrosio, Chief Executive Officer, Chief Financial Officer,		2024		300,000		-		-		-		-		-		-		300,000
President, Secretary, and Director		2023		300,000		-		-		-		-		-		-		300,000
Whit Cluff,		2024		-		-		-		-		-		-		-		-
Director		2023		-		-		-		-		-		-		-		-

Not applicable.

(1) Mr. D’ambrosi’s employment agreement compensates him $300,000 per year. However, the Company didn’t pay him that full amount during the fiscal years ended December 31, 2024 and 2023. For the years ended December 31, 2024 and 2023, he was paid $0 and $175,000, respectively. The Company also recorded $300,000 and $125,000 as deferred salaries payable for the fiscal years ended December 31, 2024 and 2023, respectively.30

~~Employment~~Table ~~Agreements~~of Contents

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 $300,000 annually. This agreement is effective for 60 months. Additionally, the employment agreement provides for benefits and an optional annual bonus to be determined by the Board of Directors.PART III

~~Outstanding~~ITEM 10. ~~Equity~~DIRECTORS, ~~Awards~~EXECUTIVE atOFFICERS, ~~Fiscal~~AND ~~Year-End~~CORPORATE GOVERNANCE

~~None.~~Identification of Directors and Executive Officers

~~Compensation~~Our Bylaws state that our authorized number of directors shall be one or more and shall be set by resolution of our Board of Directors. We currently have two directors.

WeOur current ~~have no formal plan for compensating our~~ directors ~~for~~and ~~their~~officers ~~services. We have no formal plan to compensating our directors in the future in their capacity as directors, although such directors~~ are ~~expected in the future to receive options to purchase shares of our common stock~~ as ~~awarded by our Board of Directors or by any compensation committee that may be established.~~follows:

Pension, Retirement or Similar Benefit Plans

Name and Business Address	Age	Position

Trent D’Ambrosio	60	CEO, CFO and Director

Whit Cluff	74	Director

Dan Gay	64	COO and Director

~~There~~Our directors ~~are~~will noserve ~~arrangements~~in orthat ~~plans~~capacity inuntil ~~which~~our wenext ~~provide~~annual ~~pension,~~shareholder ~~retirement~~meeting or ~~similar~~until ~~benefits~~a tosuccessor ~~our~~is ~~directors~~elected orand ~~executive officers~~qualified. WeOfficers hold ~~have~~their nopositions ~~material~~at ~~bonus~~the orwill ~~profit-sharing~~of ~~plans~~our ~~pursuant~~Board toof ~~which~~Directors. ~~cash~~There orare ~~non-cash~~no ~~compensation~~arrangements, isagreements or ~~may~~understandings bebetween ~~paid~~non-management security toholders ~~our~~and ~~directors~~management orunder ~~executive~~which ~~officers,~~non-management ~~except~~security ~~that~~holders ~~stock options~~ may bedirectly ~~granted~~or atindirectly ~~the~~participate ~~discretion~~in ofor influence the management ~~Board~~ of ~~Directors~~our ~~or a committee thereof~~affairs.

31Trent D’Ambrosio, ~~Table~~Chief ofExecutive ~~Contents~~Officer, Chief Financial Officer, and Director

~~Compensation~~Mr. D’Ambrosio ~~Committee~~has been a Director of the Company since February 28, 2013. From October 2011 through March 2013, Mr. D’Ambrosio held the positions of Interim Chief Executive Officer and Chief Financial Officer of Inception Holdings LLC, a resource exploration company, and was the responsible for the overall strategic direction for the organization. His professional record includes 25 years of management and financial services experience with companies ranging from Fortune 500 companies to start-ups. Mr. D’Ambrosio holds a B.S. in Business Management, an MBA and a Certificate of Mining Studies.

WeDan Gay, doChief ~~not~~Operating ~~currently~~Officer ~~have a compensation committee of the Board of Directors or a committee performing similar functions. All members of the Board of Directors participate in the consideration of executive officer~~ and ~~director compensation.~~Director

~~ITEM~~Mr. Gay ~~12:~~brings ~~SECURITY~~over ~~OWNERSHIP~~30 OFyears ~~CERTAIN~~of ~~BENEFICIAL~~experience ~~OWNERS~~in ~~AND~~data ~~MANAGEMENT~~center ~~AND~~innovation, ~~RELATED~~enterprise ~~STOCKHOLDER~~IT ~~MATTERS~~strategy, and AI-driven technologies to the Board. Since 2023, Mr. Gay has served as the Fractional Chief Marketing and Sales Officer for Catapult Solutions. From 2018 to 2023, Mr. Gay served as the Chief Marketing and Sales Officer for BlockCerts Blockchain. He also served as the VP and Chief Marketing Officer for iThrive Health from 2010-2016. Other noteworthy roles include the Director of National Accounts and the Director of Small Business for MCI, as the Vice President of Sales for Qwest, and the Chief Marketing Officer of Montana Power. He received a Bachelor of Science degree in Marketing and Advertising from Arizona State University.

~~Security~~Whit Cluff, ~~Ownership of Certain Beneficial Owners~~Director

~~The~~Mr. Cluff ~~following~~has ~~tables~~over ~~list,~~35 asyears of ~~March~~experience ~~26,~~in ~~2025,~~ the ~~number~~commercial ofreal ~~shares~~estate ofindustry. ~~common~~Mr. ~~stock~~Cluff ofhas ~~our~~been ~~Company~~involved ~~that~~in ~~are~~all ~~beneficially~~disciplines ~~owned by (i) each person or entity known to our Company to be the beneficial owner~~ of ~~more~~real estate ~~than~~land 5%development, ofmixed-use ~~the~~development, ~~outstanding~~retail ~~common~~tenant ~~stock;~~representation, ~~(ii)~~developer ~~each~~representation, ~~officer~~industrial ~~and~~property ~~director of our Company;~~ procurement and ~~(iii)~~asset ~~all~~management. ~~officers and directors as a group~~Mr. ~~Information~~Cluff ~~relating~~has toan ~~beneficial~~extensive ~~ownership~~background ofin ~~common~~public ~~stock by our principal shareholders~~ and ~~management~~private isbusinesses ~~based~~giving ~~upon~~him ~~information~~strong ~~furnished by each person using beneficial ownership‚ concepts under the rules of the Securities and Exchange Commission. Under these rules~~analytical, ~~a person is deemed to be a beneficial owner of a security if that person has or shares voting power~~planning, and ~~which~~organization ~~includes~~ability ~~the~~with ~~power~~effective tonegotiation ~~vote~~skills. orFrom ~~direct~~2003 ~~the~~through ~~voting of~~ the ~~security~~present, ~~or investment power, which includes the power to vote or direct the voting of the security~~Mr. ~~The~~Cluff ~~person is also deemed to be a beneficial owner of any security of which that person~~ has aworked ~~right~~in tocommercial ~~acquire~~real ~~beneficial ownership within 60 days~~estate. Mr. ~~Under~~Cluff attended the ~~Securities~~University ~~and Exchange Commission rules, more than one person may be deemed to be a beneficial owner~~ of ~~the~~Utah ~~same securities,~~ and aserved ~~person~~in ~~may~~the beUnited ~~deemed~~States ~~to be a beneficial owner of securities as to which he or she may not have any pecuniary beneficial interest~~Army. ~~Except as noted below, each person has sole voting and investment power.~~

The percentages below are calculated based on 2,665,126 shares of our common stock issued and outstanding as of March 26, 2025. Unless otherwise indicated, the address of each person listed is c/o BluSky AI, Inc., 5330 South 900 East, Suite 280, Murray, UT 84117.Other Directorships

Title of Class	Name and Address ofBeneficial Owner	Amount andNature ofBeneficialOwnership		Percent of Class
Common Stock	Jason Briggs (2)
	782 E. Pioneer Road
	Draper, Utah 84120		1,389,386		52.13	%
Common Stock	Trent D’Ambrosio (3)
	5330 South 900 East, Suite 280
	Murray, Utah 84117		393,276		14.76	%
Preferred Stock			51		100	%
All 5% beneficial owners as a group			1,782,662		66.89	%

Other than as set forth above, none of our directors hold any other directorships in any company with a class of securities registered pursuant to Section 12 of the Exchange Act or subject to the requirements of Section 15(d) of such Act or any company registered as an investment company under the Investment Company Act of 1940.

32Board of ~~Table~~Directors ofand ~~Contents~~Director Nominees

	(1)	Percentage of ownership is based on 2,665,126 common shares outstanding as of March 26, 2025. The number and percentage of shares beneficially owned is determined under the rules of the SEC and the ownership includes any shares as to which the individual has sole or shared voting power or investment power and also any shares, which the individual has the right to acquire within 60 days through the exercise of any stock option or other right.
	(2)	Mr. Briggs owns 312 shares in his personal name and is considered the beneficial owner of other shares included in this table including those shares that are owned by trusts for which Mr. Briggs serves as trustee or owned by corporations or individuals over which Mr. Briggs has voting control. This includes 624 shares owned by the Debbie Briggs Irrevocable Trust, 314,572 shares owed by the LW Briggs Irrevocable Trust, 406 shares owned by the LWB Irrevocable Trust, 11,686 shares owned by Legends Capital, 2,496 shares owned by Madison, LLC, 965,138 shares owned by Clavo Rico, Inc., 52,858 shares owned by Claymore Management, 1,982 shares owned by Debbie Briggs, 1,982 shares owned by Lynn W. Briggs, 1,560 shares owned by Silverbrook LTD., 1,248 shares owned by Calico, LTD., 1,078 shares owned by Cornerstone Holdings LTD., 515 shares owned by Yellow Jacket, LTD., and 32,929 shares owned by Pine Valley Investments.
	(3)	Mr. D’Ambrosio, the CEO and a Director of the Company, owns 51 shares of preferred stock with voting rights per share equal to (x) 0.019607 multiplied by the total issued and outstanding shares of Common Stock eligible to vote at the time of the respective vote (the “Numerator”), divided by (y) 0.49, minus (x) the Numerator. He is also the beneficial owner of 23,201 shares through his wife, Debra D’Ambrosio.

Since our Board of Directors does not include a majority of independent directors, the decisions of the Board regarding director nominees are made by persons who have an interest in the outcome of the determination. The Board will consider candidates for directors proposed by security holders, although no formal procedures for submitting candidates have been adopted. Unless otherwise determined, at any time not less than 90 days prior to the next annual Board meeting at which a slate of director nominees is adopted, the Board will accept written submissions from proposed nominees that include the name, address and telephone number of the proposed nominee; a brief statement of the nominee’s qualifications to serve as a director; and a statement as to why the security holder submitting the proposed nominee believes that the nomination would be in the best interests of our security holders. If the proposed nominee is not the same person as the security holder submitting the name of the nominee, a letter from the nominee agreeing to the submission of his or her name for consideration should be provided at the time of submission. The letter should be accompanied by a résumé supporting the nominee’s qualifications to serve on the Board, as well as a list of references.

		Amount and
		Nature of
	Title of	Beneficial		Percent of
Name and Address of Beneficial Owner	Class	Ownership (1)		Class (2)
Trent D’Ambrosio (3)	Common Stock		393,276		14.76	%
	Preferred Stock		51		100.00	%
Whit Cluff	Common Stock		67,504		2.53	%
All Officers and Directors as a Group			460,780		17.29	%

	(1)	Percentage of ownership is based on 2,665,126 common shares outstanding as of March 26, 2025. The number and percentage of shares beneficially owned is determined under the rules of the SEC and the ownership includes any shares as to which the individual has sole or shared voting power or investment power and also any shares, which the individual has the right to acquire within 60 days through the exercise of any stock option or other right. The persons named in the table have sole voting and investment power with respect to all shares of common stock shown as beneficially owned by them, subject to community property laws where applicable and the information contained in the footnotes to this table.
	(2)	SEC Rule 13d-3 generally provides that beneficial owners of securities include any person who, directly or indirectly, has or shares voting power and/or investment power with respect to such securities, and any person who has the right to acquire beneficial ownership of such security within 60 days. Any securities not outstanding which are subject to such options, warrants or conversion privileges exercisable within 60 days are treated as outstanding for the purpose of computing the percentage of outstanding securities owned by that person. Such securities are not treated as outstanding for the purpose of computing the percentage of the class owned by any other person. At the present time there are no outstanding options or warrants.
	(3)	Mr. D’Ambrosio, the CEO and a Director of the Company, owns 51 shares of preferred stock with voting rights per share equal to (x) 0.019607 multiplied by the total issued and outstanding shares of Common Stock eligible to vote at the time of the respective vote (the “Numerator”), divided by (y) 0.49, minus (x) the Numerator. He is also the beneficial owner of 23,201 shares through his wife, Debra D’Ambrosio.
	(4)	Mr. Cluff, a Director of the Company, owns 45,631 shares personally and beneficially owns 16,429 shares through his wife, Fran Rich, and 5,143 shares through the Cluff-Rich 401K.

Table of Contents

33The Board ~~Table~~identifies director nominees through a combination of ~~Contents~~referrals from different people, including management, existing Board members and security holders. Once a candidate has been identified, the Board reviews the individual’s experience and background and may discuss the proposed nominee with the source of the recommendation. If the Board believes it to be appropriate, Board members may meet with the proposed nominee before making a final determination whether to include the proposed nominee as a member of the slate of director nominees submitted to security holders for election to the Board.

~~SEC~~Some of ~~Rule~~the ~~13d-3~~factors, ~~generally~~which ~~provides~~the ~~that~~Board ~~beneficial~~considers ~~owners~~when ofevaluating ~~securities~~proposed ~~include any person who~~nominees, ~~directly~~include ortheir ~~indirectly,~~knowledge ~~has~~of ~~or shares voting power~~ and~~/or~~ ~~investment~~experience ~~power~~in ~~with~~business ~~respect~~matters, finance, tocapital ~~such~~markets ~~securities,~~ and ~~any~~mergers ~~person~~and ~~who~~acquisitions. ~~has~~The ~~the~~Board ~~right~~may torequest ~~acquire~~additional ~~beneficial~~information ~~ownership~~from ofeach ~~such~~candidate ~~security~~prior ~~within 60 days. Any securities not outstanding which are subject~~ to ~~such~~reaching a ~~options~~determination, ~~warrants~~and orit ~~conversion~~is ~~privileges~~under ~~exercisable~~no ~~within~~obligation 60to ~~days~~formally ~~are~~respond ~~treated~~to asall ~~outstanding~~recommendations, ~~for~~although ~~the purpose of computing the percentage of outstanding securities owned by that person. Such securities are not treated~~ as ~~outstanding~~a ~~for~~matter ~~the purpose~~ of ~~computing~~practice, ~~the~~it ~~percentage~~will endeavor ofto ~~the~~do ~~class owned by any other person~~so. ~~At the present time there are no outstanding options or warrants held by directors or officers of the Company.~~

~~Changes~~Conflicts of ~~in Control~~Interest

OnOur directors ~~February~~are 1not obligated to commit their full time and attention to our business and, ~~2023~~accordingly, they may encounter a conflict of interest in allocating their time between our operations and those of other businesses. In the ~~Company~~course ~~issued~~of 2their other business activities,~~117,098~~ they ~~shares~~may become aware of ~~its~~investment ~~common~~and ~~stock~~business opportunities which may be appropriate for presentation to ~~certain~~us ~~service~~as ~~providers~~well ~~and~~as other entities to ~~certain~~which ~~creditors~~they inowe ~~conversion~~a fiduciary duty. As a result, they may have conflicts of ~~debt~~interest in determining to which entity a particular business opportunity should be presented. They may also in the future become affiliated with entities that are engaged in business activities similar to those we intend to conduct.

~~Securities~~In general, ~~Authorized~~officers ~~for~~and ~~Issuance~~directors ~~under~~of ~~Equity~~a ~~Compensation~~corporation ~~Plans~~are required to present business opportunities to the corporation if:

As● the corporation could financially undertake the opportunity; ● the opportunity is within the corporation’s line of ~~December~~business; ~~31,~~and ~~2024,~~● weit ~~have~~would ~~one~~be ~~equity~~unfair ~~compensation~~to ~~plan:~~the corporation and its stockholders not to bring the ~~2013~~opportunity ~~Incentive~~to ~~Stock~~the ~~Plan~~attention of the corporation.

~~ITEM~~We plan ~~13:~~to ~~CERTAIN~~adopt ~~RELATIONSHIPS~~a ~~AND~~code ~~RELATED~~of ~~TRANSACTIONS~~ethics that obligates our directors, ~~AND~~officers ~~DIRECTOR~~and ~~INDEPENDENCE~~employees to disclose potential conflicts of interest and prohibits those persons from engaging in such transactions without our consent.

~~Related Party Transactions~~Significant Employees

InOther than February 2014, the Company entered into a consulting agreement with the Company’s chief executive officer (CEO), stockholder and director. The Company agreed to pay $18,000 per month for twelve months. This agreement was renegotiated in October 2017 and the Company agreed to pay the stockholder/director $25,000 per month starting in October 2017. This agreement was superseded by an Employment Agreement as ofdescribed ~~July 1~~herein, ~~2018~~we ~~(see~~do ~~Employment~~not ~~Agreements~~expect ~~below).~~any Asother ofindividuals ~~December 31, 2022, the Company owed $1,035,000~~ to ~~the~~make ~~stockholder/director~~a insignificant ~~accrued~~contribution ~~consulting fees. The accrued consulting fees were converted~~ to ~~equity~~our ~~on February 1, 2023~~business.

~~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.~~Legal Proceedings

~~The~~None of ~~Company~~our ~~has~~directors, ~~an employment agreement with its chief~~ executive ~~officer,~~officers ~~Trent~~or ~~D’Ambrosio.~~control ~~The~~persons ~~employment~~has ~~agreement~~been ~~was~~involved ~~effective~~in asany of ~~April 1, 2019 and provides for compensation of $300,000 annually. This agreement is effective for 60 months. Additionally,~~ the ~~employment~~following ~~agreement~~events ~~provides~~during ~~for benefits and an optional annual bonus to be determined by~~ the ~~Board~~past offive ~~Directors.~~years:

~~The~~● ~~Company~~any ~~took~~bankruptcy petition filed by or against any business of which such person was a ~~few~~general ~~short-term~~partner ~~notes~~or ~~payable~~executive ~~from~~officer ~~related~~either ~~parties~~at ~~during~~the ~~2024.~~time ~~The~~of ~~Company~~the ~~received~~bankruptcy ~~$174,396~~or inwithin ~~cash~~two ~~from~~years ~~related~~prior ~~parties~~to ~~and~~that ~~paid~~time; ~~out~~● ~~$98,475~~any conviction in ~~cash~~a tocriminal ~~related~~proceeding ~~parties~~or onbeing ~~notes~~subject ~~payable~~to a pending criminal proceeding (~~see~~excluding ~~Note~~traffic 8violations and other minor offenses).; ● being subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting his involvement in any type of business, securities or banking activities; or

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 December 31, 2024, there is $260,828 in accounts payable and accrued liabilities.32

34 Table of Contents

~~Director~~● ~~Independence~~being found by a court of competent jurisdiction (in a civil action), the SEC or the Commodity Futures Trading Commission to have violated a federal or state securities or commodities law, where the judgment has not been reversed, suspended, or vacated.

~~Our~~No Audit ~~securities~~Committee ~~are~~or ~~quoted~~Financial on the OTC Markets, which does not have any director independence requirements. Once we engage further directors and officers, we plan to develop a definition of independence and scrutinize our Board of Directors with regard to this definition.Expert

~~Parents~~The Company ofdoes not have an audit committee or a financial expert serving on the ~~Smaller~~Board ~~Reporting~~of Directors. The Company plans to form and implement an audit committee as soon as practicable.

~~We have no parents.~~Family Relationships

~~ITEM~~There are ~~14:~~no ~~PRINCIPAL~~family ~~ACCOUNTING~~relationships ~~FEES~~among ~~AND~~our ~~SERVICES~~officers, directors, or persons nominated for such positions.

~~The following is a summary~~ Code of ~~the fees billed to us by our principal accountants during the fiscal years ended December 31, 2024, and 2023:~~Ethics

Fee Category	2024		2023
Audit Fees	$	55,250	$	92,432
Audit-related Fees		-		-
Tax Fees		-		-
All Other Fees		-		-
Total Fees	$	55,250	$	92,432

We have not yet adopted a code of ethics that applies to our principal executive officer and principal accounting officer, but intend to do so this year.

~~Audit~~Section 16(a) ~~Fees~~Beneficial -Ownership ~~Consists~~Reporting of fees for professional services rendered by our principal accountants for the audit of our annual financial statements and review of the financial statements included in our Forms 10-Q and Form 10-K or services that are normally provided by our principal accountants in connection with statutory and regulatory filings or engagements.Compliance

~~Audit-related~~Section 16(a) ~~Fees~~of -the ~~Consists~~Securities Exchange Act of ~~fees~~1934 ~~for~~requires ~~assurance~~our directors and ~~related~~executive ~~services~~officers byand ~~our~~persons ~~principal~~who ~~accountants~~beneficially ~~that~~own ~~are~~more ~~reasonably~~than ten ~~related~~percent of a registered class of our equity securities to file with the ~~performance~~SEC initial reports of ownership and reports of change in ownership of common stock and other equity securities of the ~~audit~~Company. orOfficers, directors and greater than ten percent stockholders are required by SEC regulations to furnish us with copies of all Section 16(a) forms they file. Based solely upon a review of ~~our~~Forms ~~financial~~3 ~~statements~~and 4 and ~~are~~amendments ~~not~~thereto ~~reported~~furnished to us under ~~“Audit~~Rule ~~fees~~16a-3(e) during the year ended December 31, 2025, Forms 5 and any amendments thereto furnished to us with respect to the year ended December 31, 2024, and the representations made by the reporting persons to us, we believe that during the year ended December 31, 2025, our executive officers and directors and all persons who own more than ten percent of a registered class of our equity securities complied with all Section 16(a) filing requirements, except that Trent D’Ambrosio’s and Dan Gay’s Form 4’s were filed late.”

~~Tax~~ITEM 11. ~~Fees~~EXECUTIVE ~~- Consists of fees for professional services rendered by our principal accountants for tax compliance, tax advice and tax planning.~~COMPENSATION

~~All~~Our Board ~~Other~~of ~~Fees~~Directors -has ~~Consists~~not established a separate compensation committee. Instead, the Board of ~~fees~~Directors ~~for~~reviews ~~products~~and approves executive compensation policies and ~~services~~practices, ~~provided~~reviews bysalaries and bonuses for our ~~principal~~officer(s), ~~accountants~~decides on benefit plans, and considers other ~~than~~matters as may, from time to time, be referred to it. We do not currently have a Compensation Committee Charter. Our Board continues to emphasize the ~~services~~important ~~reported~~link ~~under~~between ~~“Audit~~our ~~fees~~performance,” ~~“Audit-related~~which ~~fees~~ultimately benefits all shareholders,” and ~~“Tax~~the ~~fees”~~compensation ~~above~~of our executives. Therefore, the primary goal of our executive compensation policy is to closely align the interests of the shareholders with the interests of the executive officer(s). In order to achieve this goal, we attempt to (i) offer compensation opportunities that attract and retain executives whose abilities and skills are critical to our long-term success and reward them for their efforts in ensuring our success and (ii) encourage executives to manage from the perspective of owners with an equity stake in us.

~~Policy on Audit Committee Pre-Approval of Audit and Permissible Non-Audit Services of Independent Auditors~~33

WeTable ~~have not adopted an Audit Committee; therefore, there is no Audit Committee policy in this regard. However, we do require approval in advance~~ of the performance of professional services to be provided to us by our principal accountant. Additionally, all services rendered by our principal accountant are performed pursuant to a written engagement letter between us and the principal accountant.Contents

35Summary Executive ~~Table~~Compensation ~~of Contents~~Table

PART IV

Name and Principal Position	Year		Salary		Bonus		Stock Awards			Option Awards		Non-equity Incentive Plan Compensation		Non-qualified Deferred Compensation Earnings		All Other Compensation		Total
	($)		($)		($)		($)			($)		($)		($)		($)
Trent D’Ambrosio, Chief Executive Officer, Chief Financial Officer,		2025		300,000		-		200,500	(2)		-		-		-		-		500,500
President, Secretary, and Director		2024		300,000		-		-			-		-		-		-		300,000

Whit Cluff,		2025		-		-		40,100	(3)		-		-		-		-		40,100
Director		2024		-		-		-			-		-		-		-		-

Dan Gay,		2025		65,000		-		102,000	(4)		-		-		-		-		167,000
Chief Operating Officer and Director		2024		-		-		-			-		-		-		-		-

ITEM 15: EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

(1)	Mr. D’Ambrosio’s employment agreement entitles him to a salary of $300,000 per year. However, the Company did not pay him that full amount during fiscal years ended December 31, 2025 and 2024. For the years ended December 31, 2025 and 2024, he was paid $0, and the Company recorded $300,000 as deferred salary payable in each fiscal year.
(2)	Consists of 500,000 shares on June 10, 2025.
(3)	Consists of 100,000 shares on June 10, 2025.
(4)	Consists of 200,000 shares on April 1, 2025.

(a)(1)(2)		Financial Statements. See the audited financial statements for the year ended December 31, 2024 contained in Item 8 above which are incorporated herein by this reference.
(a)(3)		Exhibits. The following exhibits are filed as part of this Annual Report:

Employment Agreements

Exhibit Number		Exhibit Description
3.1		Articles of Incorporation (1)
3.2		Certificate of Amendment, effective March 5, 2010(2)
3.3		Certificate of Amendment, effective June 23, 2010(3)
3.4		Articles of Merger, effective May 17, 2013 (4)
3.5		Bylaws (1)
4.1*		Description of Securities
4.2		Form of Subscription Agreement entered by and between Inception Mining Inc. and Accredited Investors (5)
4.3		Securities Purchase Agreement with Typenex Co-Investment, LLC dated February 27, 2017(13)
4.4		Convertible Promissory Note issued to Typenex Co-Investment, LLC dated February 27, 2017(13)
4.5		Warrant to Purchase Shares of Common Stock issued to Labrys Fund LP dated March 7, 2017(13)
4.6		Convertible Promissory Note issued to Labrys Fund LP dated March 7, 2017(13)

The Company previously entered into multiple employment agreements with its Chief Executive Officer, Trent D’Ambrosio. In 2019, it entered into another employment agreement with Mr. D’Ambrosio that was effective as of April 1, 2019, and provided for compensation of $300,000 annually. The agreement was effective for 60 months. The agreement was renewed February 2023, and then again in December 2024, as described below. These employment agreements provide for Mr. D’Ambrosio to be receive benefits and an optional annual bonus to be determined by the Board of Directors of the Company.

36On or ~~Table~~about December 1, 2024, the Company entered into an Amended and Restated Employment Agreement, dated as of ~~Contents~~December 1, 2024, between the Company and Mr. D’Ambrosio. This agreement amended and restated in full the prior employment agreements entered into between the Company and Mr. D’Ambrosio in April 2019, and it superseded all other agreements between the parties, including a February 25, 2013 employment agreement that was later amended in part on August 1, 2015, and any other prior employment agreements.

4.7	Securities Purchase Agreement with Labrys Fund LP dated March 7, 2017 (13)
4.8	Convertible Promissory Note issued to Power Up Lending Group Ltd. on April 21, 2017(14)
4.9	Securities Purchase Agreement with Power Up Lending Group Ltd. dated April 21, 2017 (14)
10.1	Asset Purchase Agreement dated February 25, 2013, by and between Gold American, its majority shareholder Brett Bertolami, and its wholly-owned subsidiary, Inception Development Inc. on one hand, and Inception Resources, LLC on the other hand (6)
10.2	Employment Agreement by and between the Company and Michael Ahlin dated February 25, 2013 (6)
10.3	Employment Agreement by and between the Company and Whit Cluff dated February 25, 2013 (6)
10.4	Employment Agreement by and between the Company and Brian Brewer dated February 25, 2013 (6)
10.5	Employment Agreement with Michael Ahlin dated August 1, 2015 (11)
10.6	Consulting Agreement by and between the Company and Michael Ahlin dated January 1, 2017 (13)
10.8	Debt Exchange Agreement by and between Gold American Mining Corp. and Brett Bertolami dated February 25, 2013 (6)
10.9	Agreement by and between Crawford Cattle Company LLC, as seller, and, Inception Mining Inc., as Buyer dated as of August 30, 2013 (7)
10.10	Agreement and Plan of Merger dated August 4, 2015 (11)
10.11	Addendum to Agreement and Plan of Merger (11)
10.13	Joint Venture Agreement with Corpus Mining and Exploration, LTD dated as of October 1, 2017. (15)
10.14	Employment Agreement with Trent D’Ambrosio (16)
10.15	Note Purchase Agreement (16)
10.16	Senior Secured Redeemable Convertible Note (16)
10.17	Warrant (16)
10.18	Settlement Agreement with Antilles Family Office, LLC dated January 18, 2023 (17)
10.19	Letter of Intent with Mother Lode Mining, Inc. effective as of January 24, 2023 (18)
31.1*		Certification of the Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2*		Certification of the Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1*		Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2*		Certification of Chief Financial Officers pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

On or about April 1, 2025, the Company entered into a consulting agreement with Dan Gay, the Company’s Chief Operating Officer, pursuant to which Mr. Gay provided advisory, business development, and operational restructuring services to the Company, and was to be compensated $5,000 per month and be issued 200,000 shares of Company common stock. On or about September 1, 2025, the Company entered into a new consulting agreement with Mr. Gay, pursuant to which Mr. Gay’s base compensation was increased to $10,000 per month.

37Outstanding Equity ~~Table~~Awards ofat ~~Contents~~Fiscal Year-End

101.INS		Inline XBRL Instance Document
101.SCH		Inline XBRL Schema Document
101.CAL		Inline XBRL Calculation Linkbase Document
101.DEF		Inline XBRL Definition Linkbase Document
101.LAB		Inline XBRL Label Linkbase Document
101.PRE		Inline XBRL Presentation Linkbase Document
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

None.

*	Filed herewith.
(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 Form 8-K filed with the SEC on August 5, 2013.
(6)	Incorporated by reference from Form 8-K filed with the SEC on March 1, 2013.
(7)	Incorporated by reference from Form 8-K filed with the SEC on September 6, 2013.
(8)	Incorporated by reference from Form 10-Q filed with the SEC on June 20, 2014.
(9)	Incorporated by reference from Form 8-K filed with the SEC on March 12, 2014.
(10)	Incorporated by reference from Form 8-K filed with the SEC on October 7, 2014.
(11)	Incorporated by reference from Form 8-K filed with the SEC on October 7, 2015.
(12)	Incorporated by reference from the Form 10-K filed with the SEC on May 3, 2016.
(13)	Incorporated by reference from the Form 10-K filed with the SEC on April 17, 2017.
(14)	Incorporated by reference from the Form 10-Q filed with the SEC on May 16, 2017.
(15)	Incorporated by reference from the Form 8-K filed with the SEC on October 19, 2017.
(16)	Incorporated by reference from the Form S-1 filed with the SEC on June 2, 2019.
(17)	Incorporated by reference from the Form 8-K filed with the SEC on January 25, 2023.
(18)	Incorporated by reference from the Form 8-K filed with the SEC on February 8, 2023.

38 Table of Contents

~~SIGNATURES~~Compensation of Directors

~~Pursuant~~We have tono ~~the~~formal ~~requirements~~plan offor ~~Sections~~compensating 13our ordirectors ~~15(d)~~for oftheir services. We have no formal plan to compensating our directors in the ~~Securities~~future in ~~Exchange~~their ~~Act~~capacity ofas ~~1934~~directors, ~~the~~although ~~registrant~~such ~~has~~directors ~~duly~~are ~~caused~~expected ~~this~~in ~~report~~the future to bereceive ~~signed~~options onto ~~its~~purchase ~~behalf~~shares of our common stock as awarded by ~~the~~our ~~undersigned,~~Board ~~thereunto~~of ~~duly~~Directors ~~authorized~~or by any compensation committee that may be established.

	BLUSKY AI, INC.
Date: March 31, 2025	By:	/s/ Trent D’Ambrosio
	Name:	Trent D’Ambrosio
	Title:	Chief Executive Officer
		(Principal Executive Officer)
Date: March 31, 2025	By:	/s/ Trent D’Ambrosio
	Name:	Trent D’Ambrosio
	Title:	Chief Financial Officer
		(Principal Financial and Accounting Officer)

Pension, Retirement or Similar Benefit Plans

~~Pursuant~~There are no arrangements or plans in which we provide pension, retirement or similar benefits to ~~the~~our ~~requirements~~directors ofor ~~the~~executive ~~Securities~~officers. ~~Exchange~~We ~~Act~~have no ofmaterial ~~1934,~~bonus ~~this~~or ~~report~~profit-sharing ~~has~~plans ~~been~~pursuant ~~signed~~to ~~below~~which bycash ~~the~~or ~~following~~non-cash ~~persons~~compensation onis ~~behalf~~or ofmay ~~the~~be ~~registrant~~paid ~~and~~to inour ~~the~~directors ~~capacities~~or ~~and~~executive officers, onexcept that stock options may be granted at the ~~dates~~discretion ~~indicated.~~of the Board of Directors or a committee thereof.

SIGNATURE	TITLE	DATE
/s/ Trent D’Ambrosio
Trent D’Ambrosio	Director	March 31, 2025
/s/ Whit Cluff
Whit Cluff	Director	March 31, 2025

Compensation Committee

39We do ~~Table~~not currently have a compensation committee of ~~Contents~~the Board of Directors or a committee performing similar functions. All members of the Board of Directors participate in the consideration of executive officer and director compensation.

~~BLUSKY~~ITEM 12. ~~AI,~~SECURITY ~~INC.~~OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

~~(fka~~Security Ownership ~~INCEPTION~~of ~~MINING,~~Certain ~~INC.)~~Beneficial Owners

~~CONTENTS~~The following tables list, as of March 19, 2026, the number of shares of common stock of our Company that are beneficially owned by (i) each person or entity known to our Company to be the beneficial owner of more than 5% of the outstanding common stock; (ii) each officer and director of our Company; and (iii) all officers and directors as a group. Information relating to beneficial ownership of common stock by our principal shareholders and management is based upon information furnished by each person using beneficial ownership‚ concepts under the rules of the Securities and Exchange Commission. Under these rules, a person is deemed to be a beneficial owner of a security if that person has or shares voting power, which includes the power to vote or direct the voting of the security, or investment power, which includes the power to vote or direct the voting of the security. The person is also deemed to be a beneficial owner of any security of which that person has a right to acquire beneficial ownership within 60 days. Under the Securities and Exchange Commission rules, more than one person may be deemed to be a beneficial owner of the same securities, and a person may be deemed to be a beneficial owner of securities as to which he or she may not have any pecuniary beneficial interest. Except as noted below, each person has sole voting and investment power.

PAGE	F-2	REPORT OF REGISTERED INDEPENDENT PUBLIC ACCOUNTING FIRM (PCAOB ID: 3627)
PAGE	F-3	CONSOLIDATED BALANCE SHEETS AS OF DECEMBER 31, 2024 AND DECEMBER 31, 2023
PAGE	F-4	CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS FOR THE YEARS ENDED DECEMBER 31, 2024 AND 2023
PAGE	F-5	CONSOLIDATED STATEMENT OF STOCKHOLDERS’ DEFICIT
PAGE	F-6	CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2024 AND 2023
PAGES	F-7 – F-23	NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

~~F-1~~ Table of Contents

~~REPORT~~The percentages OFbelow ~~INDEPENDENT~~are ~~REGISTERED~~calculated ~~PUBLIC~~based ~~ACCOUNTING~~on ~~FIRM~~24,992,505 shares of our common stock issued and outstanding as of March 31, 2026. Unless otherwise indicated, the address of each person listed is c/o BluSky AI, Inc., 5330 South 900 East, Suite 280, Murray, UT 84117.

To the Board of Directors and Shareholders of BluSky AI Inc, (fka Inception Mining, Inc.):

		Amount and
		Nature of
	Title of	Beneficial			Percent of
Name and Address of Beneficial Owner	Class	Ownership (1)			Class (2)

Trent D’Ambrosio	Common Stock		20,476,799	(3)		81.9	%
Trent D’Ambrosio	Series A Preferred Stock		51	(4)		100	%
Whit Cluff	Common Stock		264,730	(5)		1.1	%
Dan Gay	Common Stock		400,000	(6)		1.6	%
All Officers and Directors as a Group	Common Stock		21,141,529			84.6	%
All Officers and Directors as a Group	Series A Preferred Stock		51			100	%

Opinion on the Financial Statements

	(1)	Percentage of ownership is based on 24,992,505 shares of common stock outstanding as of March 31, 2026. The number and percentage of shares beneficially owned is determined under the rules of the SEC and the ownership includes any shares as to which the individual has sole or shared voting power or investment power and also any shares, which the individual has the right to acquire within 60 days through the exercise of any stock option or other right. The persons named in the table have sole voting and investment power with respect to all shares of common stock shown as beneficially owned by them, subject to community property laws where applicable and the information contained in the footnotes to this table.

	(2)	SEC Rule 13d-3 generally provides that beneficial owners of securities include any person who, directly or indirectly, has or shares voting power and/or investment power with respect to such securities, and any person who has the right to acquire beneficial ownership of such security within 60 days. Any securities not outstanding which are subject to such options, warrants or conversion privileges exercisable within 60 days are treated as outstanding for the purpose of computing the percentage of outstanding securities owned by that person. Such securities are not treated as outstanding for the purpose of computing the percentage of the class owned by any other person. At the present time there are no outstanding options or warrants.

	(3)	Consists of (i) 369,328 shares of common stock held directly in Trent D’Ambrosio’s name, (ii) 32,609 shares held in the name of Debra D’Ambrosio, Trent D’Ambrosio’s spouse, and (iii) 20,074,862 shares held in the name of Digital Asset Medium LLC, which is controlled by Trent D’Ambrosio.

	(4)	Consists of 51 shares of Series A Preferred Stock held directly in Trent D’Ambrosio’s name.

	(5)	Consists of (i) 243,158 shares held directly by Whit Cluff, (ii) 16,429 shares held in the name of Fran Rich, Whit Cluff’s spouse, and (iii) 5,143 shares held in the name of the Cluff-Rich 401K, which is controlled by Whit Cluff and his spouse.

	(6)	Consists of 400,000 shares held directly in Dan Gay’s name.

WeSEC Rule ~~have~~13d-3 ~~audited~~generally ~~the~~provides ~~accompanying~~that ~~consolidated~~beneficial ~~balance~~owners ~~sheets~~ of ~~BluSky~~securities AIinclude ~~Inc.~~any ~~(fka~~person ~~Inception Mining~~who, ~~Inc.)~~directly ~~(“the~~or ~~Company”)~~indirectly, ashas ofor ~~December~~shares ~~31,~~voting power ~~2024~~ and/or ~~2023,~~investment ~~the~~power ~~related~~with ~~consolidated~~respect ~~statements~~to ofsuch ~~operations~~securities, and ~~comprehensive~~any ~~income~~person ~~(loss),~~who ~~stockholders’~~has ~~deficit,~~the ~~and~~right ~~cash~~to ~~flows~~acquire ~~for~~beneficial ~~each~~ownership of ~~the~~such security ~~years~~within in60 ~~the~~days. ~~two-year~~Any ~~period~~securities ~~ended~~not ~~December~~outstanding ~~31,~~which ~~2024~~are ~~and~~subject ~~the related notes (collectively referred~~ to assuch ~~the “financial statements”). In our opinion~~options, ~~the~~warrants ~~financial~~or ~~statements~~conversion ~~referred~~privileges toexercisable within ~~above~~60 ~~present~~days ~~fairly,~~are intreated ~~all~~as ~~material~~outstanding ~~respects,~~for the ~~financial~~purpose ~~position~~ of computing the ~~Company~~percentage as of ~~December~~outstanding ~~31,~~securities ~~2024~~owned ~~and~~by ~~2023,~~that ~~and~~person. Such ~~the~~securities ~~results~~are ofnot ~~its~~treated ~~operations~~as ~~and~~outstanding ~~its~~for ~~cash~~the ~~flows~~purpose ~~for~~of ~~each~~computing the percentage of the ~~years~~class inowned ~~the~~by ~~two-year~~any ~~period~~other ~~ended~~person. ~~December~~At the ~~31,~~present ~~2024,~~time inthere ~~conformity~~are ~~with~~no ~~accounting~~outstanding ~~principles~~options ~~generally~~or ~~accepted~~warrants inheld ~~the~~by ~~United~~directors ~~States~~or officers of ~~America~~the Company.

~~Explanatory Paragraph Regarding Going Concern~~36

~~The~~Table accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 2 to the financial statements, the Company has suffered recurring losses from operations and has a net capital deficiency and negative cash flows from operations which raises substantial doubt about its ability to continue as a going concern. Management's plans in regard to these matters are also described in Note 2. The financial statements do not include any adjustments that might result from the outcome of ~~this uncertainty.~~Contents

~~Basis~~Securities Authorized for ~~Opinion~~Issuance under Equity Compensation Plans

~~These financial statements are the responsibility~~ As of ~~the~~December ~~Company’s~~31, ~~management.~~2025, ~~Our~~we ~~responsibility~~have isno toequity ~~express~~compensation ~~an opinion on the Company’s financial statements based on our audits~~plans. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

~~We conducted our audits in accordance with the standards of the PCAOB~~ITEM 13. ~~Those~~CERTAIN ~~standards~~RELATIONSHIPS ~~require~~AND ~~that~~RELATED ~~we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement~~TRANSACTIONS, ~~whether~~AND ~~due~~DIRECTOR to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.INDEPENDENCE

~~Our~~Related Party audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion. Transactions

~~Critical~~Consulting Agreement ~~Audit~~– ~~Matters~~In February 2014, the Company entered into a consulting agreement with stockholder/director Trent D’Ambrosio. The Company agreed to pay $18,000 per month for twelve months. This agreement was renegotiated in October 2017 and the Company agreed to pay the stockholder/director $25,000 per month starting in October 2017. This agreement was superseded by an Employment Agreement as of April 1, 2019 (see Employment Agreements below). As of December 31, 2025, there is $1,386,788 in deferred salaries in accounts payable and accrued liabilities.

~~The~~Mr. Cluff ~~critical~~currently ~~audit~~serves ~~matters~~as ~~communicated~~a ~~below~~director ~~are matters arising from the current period audit~~ of the ~~financial~~Company ~~statements that were communicated or required to be communicated to the audit committee~~ and ~~that:~~has ~~(1)~~a ~~related~~separate toagreement ~~accounts~~as ora ~~disclosures~~consultant ~~that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgements. The communication~~ of ~~critical audit matters does not alter in any way our opinion on~~ the ~~financial~~Company ~~statements,~~effective ~~taken~~ as aof ~~whole~~October 2, ~~and we are not, by communicating the critical matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate~~2015.

~~Determination~~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 ~~Valuation~~provides for compensation of ~~Derivative~~$300,000 ~~Liabilities~~annually.

~~Critical~~Notes Payable ~~Audit~~–The ~~Matter~~Company ~~Description~~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 director, during the year ended December 31, 2025. The Company received $362,906 in cash from related parties, made payments of $131,978 in cash to related parties and $125,000 was paid directly to another lender to settle their outstanding notes (See Notes 8 and 9 for more details).

AsAccounts Payable ~~described~~–Two ~~further~~officers/directors ~~in Note 3~~ of the ~~consolidated financial statements, during the year ended December 31, 2024 and in prior periods, the~~ Company ~~issued~~have ~~convertible~~been ~~notes~~paying ~~and~~expenses ~~that~~for ~~required management to assess whether~~ the ~~conversion features of the convertible notes required bifurcation and separate valuation as a derivative liability. The~~ Company determined that the conversion features of certain of its convertible notes are required to be accounted for as derivative liabilities due to: (1) certain conversion features did not contain an explicit limit on ~~the~~their ~~number~~personal ofcredit shares to be delivered in share settlement; and (2) the fact the Company could not assert it had sufficient authorized but unissued shares available to settle certain instruments considering all other stock-based commitmentscards. The Company ~~derivative~~has ~~liabilities were~~ recorded atthese ~~fair~~expenses ~~value when issued~~ and ~~subsequently~~accrued ~~re-measured to fair value upon settlement or at~~ the ~~end~~amounts ofin ~~each~~accounts ~~reporting~~payable ~~period. The Company utilized valuation models~~ to ~~determine~~ the ~~fair~~individuals. ~~value~~As of ~~the~~December ~~derivative~~31, ~~liabilities~~2025, ~~depending~~there onis $25,722 ~~the features embedded~~ in ~~the~~accounts ~~instruments. These~~payable ~~models use certain assumptions related to exercise price, term, expected volatility,~~ and ~~risk-free~~accrued ~~interest rate~~liabilities.

WeOn June ~~identified~~10, ~~auditing~~2025, the ~~determination~~Company ~~and~~issued ~~valuation~~500,000 ofrestricted ~~the~~shares ~~derivative~~of ~~liabilities~~Common asStock ~~a critical audit matter due~~ to ~~the~~Trent ~~significant~~D’Ambrosio ~~judgements~~for ~~used~~services byrendered ~~the~~at ~~Company in determining whether~~ the ~~embedded~~market price ~~conversion features required derivative accounting treatment, and the significant judgements used in determining the fair value~~ of ~~the derivative liabilities~~$0.401 ~~Auditing~~per ~~the~~share ~~determination~~for ~~and valuation of the derivative liabilities involved~~ a ~~high~~total ~~degree~~value of ~~auditor judgement~~$200, ~~and specialized skills and knowledge were needed~~500.

~~How~~On June 10, 2025, the ~~Critical~~Company ~~Audit~~issued ~~Matter~~100,000 ~~was~~restricted ~~Addressed~~shares inof Common Stock to Whit Cluff for services rendered at the ~~Audit~~market price of $0.401 per share for a total value of $40,100.

~~Our~~On July ~~audit~~7, ~~procedures~~2025, ~~related~~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 20,000,000 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 $9,800,000. The solar power asset, which was reviewed by a valuation specialist, was valued at $1,289,309. The difference of $8,510,691 has been treated as a deemed dividend by the ~~following:~~Company. Normally, this dividend would be recorded in retained earnings. However, the Company has a negative retained earnings balance, so the difference was recorded against additional paid-in capital.

· We inspected and reviewed debt and other agreements to evaluate the Company's determination of whether derivative accounting was required, including assessing and evaluating management's application of relevant accounting standards to such transactions. · We evaluated the appropriateness and mechanical accuracy of each model utilized. · We tested the reasonableness of the assumptions used by the Company in the respective models, including exercise price, expected term, expected volatility, risk-free interest rate, and market capitalization. · We tested the accuracy and completeness of data used by the Company in developing the assumptions used in the valuation models. · We developed an independent expectation for comparison to the Company's estimate. · We evaluated the accuracy and completeness of the Company's presentation of these instruments in the financial statements and related disclosures in Note 3, including evaluating whether such disclosures were in accordance with relevant accounting standards.Director Independence

~~Professionals~~Our securities ~~with~~are ~~specialized~~quoted ~~skill~~on ~~and~~the ~~knowledge~~OTC ~~were~~Markets, ~~utilized~~which bydoes ~~the~~not ~~Firm~~have any director independence requirements. Once we engage further directors and officers, we plan to ~~assist~~develop ina ~~the~~definition ~~evaluation~~of independence and scrutinize our Board of ~~the~~Directors ~~valuation~~with ~~models~~regard ~~deployed~~to bythis ~~management~~definition.

~~/s/ Sadler, Gibb & Associates, LLC~~37

WeTable ~~have~~of ~~served as the Company’s auditor since 2015.~~Contents

~~Draper,~~Parents of UTthe Smaller Reporting Company

~~March~~We have ~~31,~~no ~~2025~~ parents.

~~F-2~~ITEM 14. ~~Table~~PRINCIPAL ofACCOUNTING ~~Contents~~FEES AND SERVICES

~~Blusky~~The following AIis a summary of the fees billed to us by our principal accountants during the fiscal years ended December 31, ~~Inc.~~2025 and 2024:

(fka Inception Mining, Inc.)

Fee Category	2025		2024
Audit Fees	$	107,538	$	55,250
Audit-related Fees		-		-
Tax Fees		-		-
All Other Fees		-		-
Total Fees	$	107,538	$	55,250

~~Consolidated~~Audit Fees ~~Balance~~- ~~Sheets~~Consists of fees for professional services rendered by our principal accountants for the audit of our annual financial statements and review of the financial statements included in our Forms 10-Q and Form 10-K or services that are normally provided by our principal accountants in connection with statutory and regulatory filings or engagements.

	December 31, 2024			December 31, 2023
ASSETS
Current Assets
Cash and cash equivalents	$	-		$	2
Prepaid expenses and other current assets		-			10,000
Total Current Assets		-			10,002
Property, plant and equipment, net		-			3,258
Right of use operating lease asset		-			9,595
Other assets		531			531
Total Assets	$	531		$	23,386
LIABILITIES AND STOCKHOLDERS' DEFICIT
Current Liabilities
Accounts payable and accrued liabilities	$	1,745,787		$	1,332,038
Accrued interest - related parties		30,310			-
Operating lease liability		-			9,595
Note payable		125,000			125,000
Notes payable - related parties – current portion		992,761			32,895
Convertible notes payable - net of discount		266,450			37,540
Derivative liabilities		186,542			39,281
Total Current Liabilities		3,346,850			1,576,349
Long-term notes payable - related parties, net of current portion		-			868,618
Total Liabilities		3,346,850			2,444,967
Commitments and Contingencies		-			-
Stockholders' Deficit
Preferred stock, $0.00001 par value; 10,000,000 shares authorized, 51 shares issued and outstanding		1			1
Common stock, $0.00001 par value; 10,300,000,000 shares authorized, 2,659,773 and 2,638,903 shares issued and outstanding as of December 31, 2024 and 2023, respectively		27			26
Additional paid-in capital		26,517,017			26,491,974
Accumulated deficit		(29,863,364	)		(28,913,582	)
Total Stockholders' Deficit		(3,346,319	)		(2,421,581	)
Total Liabilities and Stockholders' Deficit	$	531		$	23,386

Audit-related Fees - Consists of fees for assurance and related services by our principal accountants that are reasonably related to the performance of the audit or review of our financial statements and are not reported under “Audit fees.”

~~See~~Tax Fees ~~accompanying~~- ~~notes~~Consists toof ~~the~~fees ~~consolidated~~for ~~financial~~professional ~~statements~~services rendered by our principal accountants for tax compliance, tax advice and tax planning.

FAll Other Fees -3 ~~Table~~Consists of ~~Contents~~fees for products and services provided by our principal accountants, other than the services reported under “Audit fees,” “Audit-related fees,” and “Tax fees” above.

~~Blusky~~Policy on ~~AI,~~Audit ~~Inc.~~Committee Pre-Approval of Audit and Permissible Non-Audit Services of Independent Auditors

~~(fka~~We have ~~Inception~~not ~~Mining~~adopted an Audit Committee; therefore, ~~Inc~~there is no Audit Committee policy in this regard.) However, we do require approval in advance of the performance of professional services to be provided to us by our principal accountant. Additionally, all services rendered by our principal accountant are performed pursuant to a written engagement letter between us and the principal accountant.

~~Consolidated Statements of Operations and Comprehensive Income (Loss)~~38

	For the Years Ended
	December 31, 2024			December 31, 2023
Operating Expenses
General and administrative	$	520,378		$	1,065,893
Depreciation and amortization		727			725
Total Operating Expenses		521,105			1,066,618
Loss from Operations		(521,105	)		(1,066,618	)
Other Income/(Expenses)
Change in derivative liability		196,321			3,328,461
Bad debt expense on note receivable		-			(2,219,442	)
Initial derivative expense		(193,582	)		(55,065	)
Loss on disposal of property, plant and equipment		(2,531	)		-
Loss on extinguishment of debt		(13,043	)		6,313,102
Interest expense		(415,842	)		(277,651	)
Total Other Income/(Expenses)		(428,677	)		7,089,405
Net Income (Loss) from Operations before Income Taxes		(949,782	)		6,022,787
Provision for Income Taxes		-			-
Net Income (Loss) from Continuing Operations		(949,782	)		6,022,787
Net Income (Loss) from Discontinued Operations		-			(497,581	)
Gain on Sale of Mine Property in Discontinued Operations		-			7,230,453
Provision for Income Taxes on Discontinued Operations		-			-
Net Income (Loss) from Discontinued Operations		-			6,732,872
Net Income (Loss)		(949,782	)		12,755,659
Net Income (Loss) - Non-Controlling Interest		-			(13,671	)
Net Income (Loss) - Controlling Interest	$	(949,782	)	$	12,741,988
Net income (loss) per share - Continuing Operations - Basic and Diluted	$	(0.36	)	$	2.58
Net income (loss) per share - Discontinued Operations - Basic and Diluted	$	-		$	2.89
Net income (loss) per share - Basic	$	(0.36	)	$	5.47
Net income (loss) per share - Diluted	$	(0.36	)	$	0.03
Weighted average number of shares outstanding during the period - Basic		2,647,513			2,330,781
Weighted average number of shares outstanding during the period - Diluted		2,647,513			432,626,746
Net Income (Loss)	$	(949,782	)	$	12,755,659
Other Comprehensive Income (Loss)
Exchange differences arising on translating foreign operations		-			(86,472	)
Total Comprehensive Income (Loss)		(949,782	)		12,669,187
Total Comprehensive Income (Loss) - Non-Controlling Interest		-			-
Total Comprehensive Income (Loss) - Controlling Interest	$	(949,782	)	$	12,669,187

Table of Contents

~~See accompanying notes to the consolidated financial statements.~~PART IV

~~F-4~~ITEM 15: ~~Table~~EXHIBITS ofAND ~~Contents~~FINANCIAL STATEMENT SCHEDULES

Blusky AI, Inc.

(a)(1)(2)		Financial Statements. See the audited financial statements for the year ended December 31, 2025 contained in Item 8 above which are incorporated herein by this reference.

(a)(3)		Exhibits. The following exhibits are filed as part of this Annual Report:

(fka Inception Mining, Inc.)

Exhibit Number		Exhibit Description

3.1		Articles of Incorporation (incorporated by reference to Exhibit 3.1 to Form S-1 filed October 31, 2007)

3.2		Certificate of Amendment, effective March 5, 2010 (incorporated by reference to Exhibit 3.1 to Form 8-K filed March 10, 2010)

3.3		Certificate of Amendment, effective June 23, 2010 (incorporated by reference to Exhibit 3.1 to Form 8-K filed June 28, 2010)

3.4		Articles of Merger, effective May 17, 2013 (incorporated by reference to Exhibit 3.1 to Form 8-K filed May 20, 2013)

3.5		Bylaws (incorporated by reference to Exhibit 3.2 to Form S-1 filed October 31, 2007)

10.1		Employment Agreement with Trent D’Ambrosio (incorporated by reference to Exhibit 10.14 to Form S-1 filed June 3, 2019)

10.2		Note Purchase Agreement (incorporated by reference to Exhibit 10.15 to Form S-1 filed June 3, 2019)

10.3		Senior Secured Redeemable Convertible Note (incorporated by reference to Exhibit 10.16 to Form S-1 filed June 3, 2019)

10.4		Warrant (incorporated by reference to Exhibit 10.17 to Form S-1 filed June 3, 2019)

10.5		Settlement Agreement with Antilles Family Office, LLC dated January 18, 2023 (incorporated by reference to Exhibit 10.1 to Form 8-K filed January 25, 2023)

10.6		Letter of Intent with Mother Lode Mining, Inc. effective as of January 24, 2023 (incorporated by reference to Exhibit 10.1 to Form 8-K filed February 8, 2023)

10.7		Acquisition and Power Assignment Agreement with Digital Asset Management, LLC (incorporated by reference to Exhibit 10.7 to Form 1-A filed February 11, 2026)

10.8		Consulting Agreement with Dan Gay dated April 1, 2025 (incorporated by reference to Exhibit 10.8 to Form 1-A filed February 11, 2026)

10.9		Consulting Agreement with Dan Gay dated September 1, 2025 (incorporated by reference to Exhibit 10.9 to Form 1-A filed February 11, 2026)

31.1*		Certification of the Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

31.2*		Certification of the Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

32.1*		Certification of the Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

32.2*		Certification of the Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

Consolidated Statement of Stockholders’ Deficit

101.INS*		Inline XBRL Instance Document

101.SCH*		Inline XBRL Schema Document

101.CAL*		Inline XBRL Calculation Linkbase Document

101.DEF*		Inline XBRL Definition Linkbase Document

101.LAB*		Inline XBRL Label Linkbase Document

101.PRE*		Inline XBRL Presentation Linkbase Document

104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

	Preferred stock				Common stock				Additional					Other			Non-			Total
	($0.00001 Par)				($0.00001 Par)				Paid-in		Accumulated			Comprehensive			Controlling			Stockholders'
	Shares		Amount		Shares		Amount		Capital		Deficit			Income (Loss)			Interest			Deficiency
Balance, December 31, 2022		51	$	1		244,654	$	2	$	8,155,159	$	(41,655,570	)	$	(618,683	)	$	(11,952	)	$	(34,131,043	)
Shares issued for services		-		-		277,147		3		279,426		-			-			-			279,429
Shares issued with extinguishment of debt		-		-		2,117,102		21		18,057,389		-			-			-			18,057,410
Effects of sale of mine property		-		-		-		-		-		-			705,155			(1,719	)		703,436
Foreign currency translation adjustment		-		-		-		-		-		-			(86,472	)		-			(86,472	)
Net income for the Year		-		-		-		-		-		12,741,988			-			13,671			12,755,659
Balance, December 31, 2023		51		1		2,638,903		26		26,491,974		(28,913,582	)		-			-			(2,421,581	)
Shares issued with extinguishment of debt		-		-		20,870		1		25,043		-			-			-			25,044
Net loss for the Period		-		-		-		-		-		(949,782	)		-			-			(949,782	)
Balance, December 31, 2024		51	$	1		2,659,773	$	27	$	26,517,017	$	(29,863,364	)	$	-		$	-		$	(3,346,319	)

*	Filed or furnished herewith.

~~See accompanying notes to the consolidated financial statements.~~39

~~F-5~~ Table of Contents

~~Blusky AI, Inc.~~SIGNATURES

Pursuant to the requirements of Sections 13 or 15(~~fka~~d) ~~Inception~~of ~~Mining~~the Securities Exchange Act of 1934, ~~Inc~~the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.)

Consolidated Statements of Cash Flows

	BLUSKY AI, INC.

Date: March 31, 2026	By:	/s/ Trent D’Ambrosio
	Name:	Trent D’Ambrosio
	Title:	Chief Executive Officer
		(Principal Executive Officer)

Date: March 31, 2026	By:	/s/ Trent D’Ambrosio
	Name:	Trent D’Ambrosio
	Title:	Chief Financial Officer
		(Principal Financial and Accounting Officer)

	For the Years Ended
	December 31, 2024			December 31, 2023
Cash Flows From Operating Activities:
Net Income (Loss)	$	(949,782	)	$	12,755,659
Net Income (Loss) from discontinued operations		-			497,581
Gain on sale of mine property in discontinued operations		-			(7,230,453	)
Adjustments to reconcile net income (loss) to net cash used in operations
Depreciation and amortization expense		727			725
Common stock issued for services		-			279,429
Allowance for doubtful note receivable		-			2,219,442
Loss on disposition of property, plant and equipment		2,531			-
(Gain) loss on extinguishment of debt		13,043			(6,313,102	)
Change in derivative liability		(196,321	)		(3,273,396	)
Default penalty additions		119,734			-
Expenses paid in behalf of the company by related party		15,327			-
Amortization of right-of-use asset		9,595			13,511
Amortization of debt discount		219,961			77,032
Initial derivative expense		193,582			-
Changes in operating assets and liabilities:
Other receivables		-			3,556,358
Prepaid expenses and other current assets		10,000			(7,283	)
Accounts payable and accrued liabilities		404,154			30,888
Accounts payable and accrued liabilities - related parties		30,310			(1,363,250	)
Net Cash Provided By (Used In) Continuing Operations		(127,139	)		1,243,141
Net Cash Provided By (Used In) Discontinued Operations		-			(466	)
Net Cash Provided By (Used In) Operating Activities		(127,139	)		1,242,675
Cash Flows From Investing Activities:
Investing activities of discontinued operations		-			(652	)
Net Cash Provided By (Used In) Investing Activities		-			(652	)
Cash Flows From Financing Activities:
Repayment of notes payable-related parties		(98,475	)		(39,000	)
Repayment of convertible notes payable		(98,784	)		(1,343,429	)
Proceeds from notes payable-related parties		174,396			39,303
Proceeds from convertible notes payable		150,000			100,000
Net Cash Provided by (Used in) Continuing Financing Activities		127,137			(1,243,126	)
Effects of exchange rate changes on cash		-			1,105
Net Change in Cash		(2	)		2
Cash at Beginning of Period		2			-
Cash at End of Period		-			2
Less Cash of Discontinued Operations at End of Period		-			-
Cash of Continued Operations at End of Period	$	-		$	2
Supplemental disclosure of cash flow information:
Cash paid for interest	$	11,074		$	157,494
Cash paid for taxes	$	-		$	-
Supplemental disclosure of non-cash investing and financing activities:
Note receivable acquired for sale of mine property	$	-		$	2,700,000
Common stock issued for conversion of debt	$	25,043		$	-
Common stock issued for settlement of notes payable - related parties	$	-		$	18,057,410
Recognition of debt discounts on convertible note payable	$	179,800		$	66,615

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

See accompanying notes to the consolidated financial statements.

SIGNATURE	TITLE	DATE

/s/ Trent D’Ambrosio
Trent D’Ambrosio	Director	March 31, 2026

/s/ Dan Gay
Dan Gay	Director	March 31, 2026

/s/ Whit Cluff
Whit Cluff	Director	March 31, 2026

~~F-6 Table of Contents~~40

~~Blusky~~Table ~~AI,~~of ~~Inc.~~Contents

~~(fka Inception Mining~~BLUSKY AI, ~~Inc~~INC.)

~~Notes~~(fka INCEPTION toMINING, ~~Consolidated Financial Statements~~INC.)

~~As of December 31, 2024 and 2023~~CONTENTS

1. Nature of Business

PAGE	F-2	REPORT OF REGISTERED INDEPENDENT PUBLIC ACCOUNTING FIRM (PCAOB ID: 3627)

PAGE	F-4	BALANCE SHEETS AS OF DECEMBER 31, 2025 AND 2024

PAGE	F-5	STATEMENTS OF OPERATIONS FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024

PAGE	F-6	STATEMENT OF STOCKHOLDERS’ DEFICIT

PAGE	F-7	STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024

PAGES	F-8 – F-22	NOTES TO FINANCIAL STATEMENTS

BluSky AI Inc, (formerly know as Inception Mining, Inc.) (formerly known as Gold American Mining Corp.) 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. is 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.F-1

~~Golf~~Table ~~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.~~Contents

OnREPORT OF ~~March~~INDEPENDENT 5,REGISTERED ~~2010,~~PUBLIC ~~the~~ACCOUNTING ~~Company amended its articles of incorporation to (1) to change its name to Silver America, Inc. and (2) increased its authorized common stock from 100,000,000 to 500,000,000.~~FIRM

~~On June 23, 2010,~~ To the ~~Company~~Board ~~amended~~of ~~its~~Directors ~~articles~~and Shareholders of ~~incorporation~~BluSky toAI ~~change~~Inc., ~~its~~formerly ~~name~~known toas ~~Gold~~Inception ~~American~~ Mining, ~~Corp~~Inc.:

On November 21, 2012, the Company implemented a 200 to 1 reverse stock split. Upon effectiveness of the stock split, each shareholder cancelled 200 shares of common stock for every share of common stock owned as of November 21, 2012. This reverse stock split was effective Opinion on ~~February 13, 2013. All share and per share references have been retroactively adjusted to reflect this 200 to 1 reverse stock split in~~ the ~~financial~~Financial ~~statements and in the notes to financial statements for all periods presented, to reflect the stock split as if it occurred on the first day of the first period presented.~~Statements

OnWe have ~~February~~audited ~~25,~~the ~~2013,~~accompanying ~~Gold~~balance ~~American~~sheets ~~Mining~~of ~~Corp.~~BluSky ~~and~~AI ~~its majority shareholder (the “Majority Shareholder”)~~Inc., ~~and~~formerly ~~its~~known ~~wholly-owned~~as ~~subsidiary,~~ Inception ~~Development~~Mining, Inc. (~~the~~ “~~Subsidiary”), entered into an Asset Purchase Agreement (~~the ~~“Asset Purchase Agreement~~Company”) as ~~with~~of ~~Inception~~December ~~Resources~~31, ~~LLC,~~2025 aand ~~Utah corporation (“Inception Resources”)~~2024, ~~pursuant to which Inception purchased~~ the ~~U.P.~~related ~~and~~statements ~~Burlington Gold Mine in consideration~~ of 16operations,~~000,000~~ ~~shares~~stockholders’ ofdeficit, ~~common~~and ~~stock~~cash offlows ~~Inception,~~for ~~the~~each ~~assumption~~ of ~~promissory~~the ~~notes~~ years in the ~~amount~~two-year ofperiod ~~$950~~ended December 31,~~000~~ 2025, and the ~~assignment~~related ofnotes a(collectively 3%referred ~~net~~to ~~royalty.~~as ~~Inception~~the ~~Resources~~“financial ~~was~~statements”). In anour ~~entity~~opinion, ~~owned by and under~~ the ~~control~~financial ofstatements ~~the~~referred ~~majority~~to ~~shareholder.~~above ~~This~~present ~~transaction~~fairly, isin ~~deemed~~all anmaterial ~~asset~~respects, ~~purchase~~the byfinancial ~~entities~~position ~~under~~of ~~common~~the ~~control.~~Company as ~~The~~of ~~Asset~~December ~~Purchase~~31, ~~Agreement~~2025 ~~closed~~and ~~on February 25~~2024, ~~2013~~and (the ~~“Closing”).~~results ~~Inception~~of ~~was~~its aoperations ~~“shell~~and ~~company”~~its ~~(as~~cash ~~such~~flows ~~term~~for iseach ~~defined~~of inthe ~~Rule~~years ~~12b-2~~in ~~under~~ the ~~Securities~~two-year ~~Exchange~~period ~~Act~~ended December of31, ~~1934~~2025, asin ~~amended)~~conformity ~~immediately~~with ~~prior~~accounting toprinciples ~~our~~generally ~~acquisition~~accepted ofin the ~~gold~~United ~~mine~~States ~~pursuant to the terms~~ of ~~the Asset Purchase Agreement~~America.

OnExplanatory Paragraph ~~May~~Regarding ~~17,~~Going ~~2013, the Company amended its articles of incorporation to change its name to Inception Mining, Inc. (“Inception” or the “Company”).~~Concern

OnThe accompanying ~~October~~financial 2,statements ~~2015,~~have ~~the~~been ~~Company~~prepared ~~consummated~~assuming athat ~~merger~~the ~~with~~Company ~~Clavo~~will ~~Rico~~continue ~~Ltd.~~as ~~(“Clavo Rico”). Clavo Rico is~~ a ~~privately~~going ~~held~~concern. ~~Turks~~As ~~and~~discussed ~~Caicos company with principal operations~~ in ~~Honduras,~~Note 2 ~~Central~~to ~~America. Clavo Rico operates~~ the ~~Clavo~~financial ~~Rico mining concession through its subsidiaries Compañía Minera Cerros del Sur~~statements, ~~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~~has ofsuffered ~~240,225,901~~recurring ~~shares~~losses offrom ~~common~~operations ~~stock of Inception~~ and ~~assumed~~has ~~promissory~~a ~~notes~~net incapital ~~the~~deficiency ~~amount of $5,488,980~~ and ~~accrued~~negative cash ~~interest~~flows offrom ~~$3,434,426.~~operations ~~Under~~that ~~this~~raise ~~merger~~substantial ~~agreement,~~doubt ~~there~~about ~~was~~its aability ~~change~~to incontinue ~~control~~as ~~and~~a itgoing ~~has~~concern. ~~been~~Management’s ~~treated~~plans ~~for~~in ~~accounting~~regard to ~~purposes~~these asmatters aare ~~reverse~~also ~~recapitalization~~described ~~with~~in ~~Clavo~~Note ~~Rico, Ltd~~2. ~~being~~The ~~the~~financial ~~surviving~~statements ~~entity.~~do ~~Its~~not ~~workings~~ include ~~several~~any ~~historical~~adjustments ~~underground~~that ~~operations~~might ~~dating~~result ~~back~~from to the ~~early~~outcome of ~~Mayan~~this ~~and Spanish occupation~~uncertainty.

On January 11, 2016, the Company implemented a 5.5 to 1 reverse stock split. This reverse stock split was effective on May 26, 2016. All share and per share references have been retroactively adjusted to reflect this 5.5 to 1 reverse stock split in the financial statements and in the notes to financial statements Basis for all periods presented, to reflect the stock split as if it occurred on the first day of the first period presented. Immediately before the Reverse Split, the Company had 266,669,980 shares of common stock outstanding. Immediately after the Reverse Split, the Company had 48,485,451 shares of common stock outstanding, pending fractional-share rounding-up calculations to adjust for the Reverse Split.Opinion

~~F-7~~These financial ~~Table~~statements are the responsibility of ~~Contents~~the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

OnWe conducted ~~January~~our ~~12,~~audits ~~2023,~~in ~~Inception~~accordance ~~Mining,~~with ~~Inc.~~the (standards of the ~~“Company”)~~PCAOB. ~~entered~~Those ~~into~~standards arequire ~~non-binding~~that ~~Letter~~we ofplan ~~Intent~~and (perform the ~~“LOI”)~~audit ~~with~~to ~~Mother~~obtain reasonable ~~Lode~~assurance ~~Mining~~about whether the financial statements are free of material misstatement, ~~Inc.~~whether ~~(“MLM”)~~due to error or fraud. The ~~LOI~~Company is ~~became~~not ~~binding~~required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on ~~January~~the 24effectiveness of the Company’s internal control over financial reporting. Accordingly, ~~2023~~we express no such opinion.

~~Pursuant~~Our audits included performing procedures to assess the ~~terms~~risks of material misstatement of the ~~LOI~~financial statements, ~~the~~whether ~~Company~~due ~~agreed~~to error or fraud, and performing procedures that respond to ~~sell~~those ~~all~~risks. ofSuch ~~the~~procedures ~~shares~~included ofexamining ~~its~~on ~~wholly-owned~~a ~~subsidiary~~test basis, ~~Compañía~~evidence ~~Minera~~regarding the ~~Cerros~~amounts ~~Del~~and ~~Sur,~~disclosures ~~S.A.~~in dethe Cfinancial statements.V. ~~(“CMCS”)~~Our audits also included evaluating the accounting principles used and significant estimates made by management, toas ~~MLM.~~well ~~CMCS~~as isevaluating the ~~Honduran-based~~overall ~~company~~presentation of the financial statements. We believe that ~~owns~~our ~~the~~audits provide ~~Clavo~~a ~~Rico~~reasonable ~~mine~~basis for our opinion.

~~Since~~Critical Audit 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.Matters

~~COVID-19~~The critical –audit ~~The~~matters ~~Company~~communicated ~~has~~below ~~been~~are ~~impacted~~matters ~~significantly~~arising byfrom the ~~COVID-19~~current ~~global~~period ~~pandemic.~~audit Inof ~~response~~the tofinancial ~~COVID-19,~~statements ~~national~~that ~~and~~were ~~local~~communicated or ~~governments~~required ~~around~~to ~~the~~be ~~world~~communicated ~~have~~to ~~instituted~~the ~~certain~~audit ~~measures,~~committee ~~including~~and ~~travel~~that: ~~bans,~~(1) ~~prohibitions~~related onto ~~group~~accounts ~~events~~or ~~and~~disclosures ~~gatherings,~~that ~~shutdowns~~are ofmaterial ~~certain~~to ~~businesses,~~the ~~curfews,~~financial statements ~~shelter-in-place orders,~~ and ~~recommendations~~(2) toinvolved ~~practice~~our ~~social~~especially ~~distancing.~~challenging, ~~Based~~subjective, onor ~~management’s~~complex ~~assessment~~judgements. asThe communication of ~~December~~critical ~~31,~~audit ~~2024,~~matters does ~~the~~not ~~ultimate~~alter ~~impact~~in ofany ~~COVID-19~~way our opinion on the ~~Company’s~~financial ~~business~~statements, ~~results~~taken ofas ~~operations~~a whole, ~~financial condition~~ and ~~cash~~we ~~flows~~are ~~is dependent on future developments~~not, ~~including~~by ~~the~~communicating ~~duration of~~ the ~~pandemic~~critical ~~and~~matters below, ~~the~~providing ~~related~~separate ~~length~~opinions ~~of its impact~~ on the ~~global~~critical ~~economy,~~audit ~~which~~matters ~~are~~or ~~uncertain~~on ~~and~~the ~~cannot~~accounts beor ~~predicted~~disclosures atto ~~this~~which ~~time~~they relate.

F-2~~. Summary of Significant Accounting Policies~~

~~Going~~Table ~~Concern – The accompanying consolidated 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 consolidated financial statements during year ended December 31, 2024, the Company has an accumulated deficit of $29,863,364, a working capital deficit of $3,346,850 and used $127,139 in cash for operating activities. These factors among others raise substantial doubt about the Company’s ability to continue as a going concern for twelve months from the date these financial statements are issued.Contents

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 Valuation of ~~the~~Solar ~~Company’s~~Power ~~liquidity problems. The accompanying statements do not include any adjustments that might result should the Company be unable to continue as a going concern.~~Asset

~~Management~~Description of ~~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.~~Matter

~~Use~~As described ofin ~~Estimates~~Note –6 Into ~~preparing~~the financial statements, inon ~~conformity~~July ~~with~~7, ~~generally accepted accounting principles~~2025, wethe ~~are~~Company ~~required~~entered tointo ~~make~~an ~~estimates~~Acquisition and ~~assumptions~~Power ~~that~~Assignment ~~affect~~Agreement with ~~the~~Digital ~~reported~~Asset ~~amounts~~Medium, ofLLC ~~assets~~(“DAM”), ~~and~~a ~~liabilities~~Wyoming ~~and~~limited ~~the~~liability ~~disclosure~~company ofwhose ~~contingent~~managing ~~assets~~member ~~and~~is ~~liabilities~~also at the ~~date~~Company’s ofChief Executive ~~the~~Officer. ~~financial~~Under ~~statements~~the ~~and~~Agreement, ~~revenues~~DAM ~~and~~assigned ~~expenditures~~to ~~during~~ the ~~reported~~Company ~~periods.~~its ~~Actual~~exclusive ~~results~~right ~~could~~to ~~differ~~utilize ~~materially from those estimates~~9.3 ~~Estimates~~megawatts ~~may~~of ~~include~~solar ~~those~~and ~~pertaining~~grid-interconnected power toat ~~valuation~~a ofdata ~~inventories~~center ~~and~~project ~~mineralized~~in ~~material~~Beaver onCounty, ~~leach pads~~Utah, ~~the~~at ~~estimated~~DAM’s ~~useful~~existing ~~lives~~cost ~~and valuation~~ of ~~properties,~~$0.068 ~~plant~~per ~~and~~kilowatt-hour ~~equipment,~~for ~~mineral~~the ~~rights~~estimated ~~and~~20-year ~~properties,~~life of ~~deferred~~the ~~tax~~project. ~~assets,~~In ~~convertible preferred stock~~exchange, ~~derivative~~the ~~assets~~Company ~~and~~issued ~~liabilities~~20, ~~reclamation liabilities~~000,000 ~~stock-based~~shares ~~compensation~~of ~~and~~its ~~payments,~~restricted ~~and~~common ~~contingent~~stock ~~liabilities~~to DAM.

~~Principles of Consolidation – The accompanying consolidated financial statements include~~ Auditing the ~~accounts~~valuation of ~~Inception~~this ~~Mining,~~intangible ~~Inc.~~asset ~~and~~was ~~its~~especially ~~wholly~~challenging ~~owned~~and ~~subsidiaries,~~required ~~Inception~~a ~~Development,~~high ~~Corp.,~~degree ~~Clavo~~of ~~Rico~~subjective ~~Development~~auditor ~~Corp.~~judgment, ~~Clavo~~given ~~Rico,~~the common ~~Ltd.~~control ~~and~~nature ~~Compañía~~of ~~Minera~~the ~~Cerros~~transaction ~~del Río, S.A. de C.V.,~~ and ~~its~~the ~~controlling~~subjectiveness ~~interest~~of ~~subsidiaries,~~the ~~Compañía~~model ~~Minera~~used ~~Cerros~~to ~~del~~value ~~Sur,~~the ~~S.A. de C.V. and Compañía Minera Clavo Rico~~asset, ~~S.A.~~as dewell ~~C.V.~~as ~~(collectively,~~ the ~~“Company”).~~judgment ~~All~~required in ~~intercompany~~determining ~~accounts~~the ~~have~~inputs ~~been~~to ~~eliminated~~the ~~upon~~discounted ~~consolidation~~cash ~~through~~flow ~~the~~model ~~date~~and the ~~subsidiaries~~fair ~~were~~value ~~disposed~~ of onthe ~~January~~shares ~~24,~~issued ~~2023~~as consideration.

~~F-8~~How the ~~Table~~Critical ofAudit ~~Contents~~Matter Was Addressed in the Audit

~~Basis~~Our audit procedures related to the valuation of ~~Presentation~~the –solar ~~The~~power intangible asset included, among others, evaluating the appropriateness of the Company’s ~~prepares~~accounting framework, including its ~~consolidated~~determination ~~financial~~that ~~statements~~the inagreement ~~accordance~~represents ~~with~~a ~~accounting~~finite-lived ~~principles~~intangible ~~generally~~asset ~~accepted~~under ASC in350, that fair value measurement was appropriate given the ~~United~~absence ~~States~~of a historical cost basis at DAM, and that the excess consideration should be characterized as a deemed dividend. We assessed the related-party and common control aspects of ~~America~~the transaction and evaluated management’s rationale for each significant accounting conclusion.

~~Cash~~With respect ~~and~~to ~~Cash~~the ~~Equivalents~~fair –value ~~The~~measurements, ~~Company~~we ~~considers~~assessed ~~all~~the ~~highly~~professional ~~liquid~~qualifications ~~temporary~~and ~~cash~~independence ~~investments with an original maturity~~ of ~~three~~the ~~months~~Company’s orvaluation ~~less~~specialist, in toevaluating bethe ~~cash~~reasonableness ~~equivalents.~~of Atthe ~~December~~valuation 31methodology, ~~2024~~significant assumptions, and ~~December~~calculations ~~31,~~underlying ~~2023,~~ the ~~Company~~fair ~~had~~value noof the ~~cash~~intangible ~~equivalents.~~asset ~~The~~and ~~aggregate cash balance on deposit in these accounts are insured by~~ the ~~Federal~~restricted ~~Deposit~~shares ~~Insurance Corporation up to $250,000~~issued. ~~The Company has never experienced any losses in such accounts.~~

~~Settlement~~Our procedures ~~of Contracts~~ in ~~Company’s~~this ~~Equity– In~~area ~~accordance with ASC 815-40-25~~included, ~~the~~among Company must meet certain requirements in order to report contracts as equity versus liabilities. These requirements must be met by the Company or the contracts need to be reported as liabilities. The Company has adopted the sequencing approach as guidance on contracts that permit partial net share settlement. The Company evaluates the contracts based on the earliest issuance date. Currently, the Company doesn’t have any items that are reported as equity instead of liabilities.others:

~~Fair~~■ ~~Value~~Evaluated ~~Measurements~~the –appropriateness ~~The~~of ~~fair~~the income approach (discounted cash flow method) used to value ofthe aintangible ~~financial~~asset ~~instrument~~and isassessed whether the ~~amount~~methodology ~~that~~was ~~could~~consistent bewith ~~received~~the ~~upon~~fair value standard under U.S. GAAP and appropriate for the ~~sale~~nature of anthe ~~asset~~agreement. ■ Tested and/or ~~paid~~confirmed tosources ~~transfer~~for athe ~~liability~~significant assumptions used in anthe ~~orderly~~discounted ~~transaction~~cash ~~between~~flow model, including projected electricity market ~~participants~~pricing, atexpected energy production volumes and degradation rates, the ~~measurement~~assumed data center operational start date., ~~Financial~~and ~~assets~~the ~~are~~discount ~~marked~~rate, by comparing them to ~~bid~~available ~~prices~~market ~~and~~data, ~~financial~~industry ~~liabilities~~information, ~~are~~and ~~marked~~the toterms ~~offer~~of ~~prices~~underlying agreements. ~~The~~■ Assessed the reasonableness of the fair value ~~should~~concluded befor ~~calculated~~the ~~based~~restricted onshares, ~~assumptions~~including ~~that~~evaluation ~~market~~of ~~participants~~the ~~would~~base ~~use~~share inprice, ~~pricing~~assessment ~~the~~of ~~asset~~a orreasonable ~~liability~~blockage discount, ~~not~~and onassessment ~~assumptions~~of ~~specific~~a toreasonable ~~the~~discount ~~entity.~~for Inlack ~~addition~~of marketability, ~~the~~considering appropriate fair value ofmethodologies, ~~liabilities~~trading ~~should~~history, ~~include~~share ~~consideration~~restrictions under Rule 144, and relevant market data. ■ Evaluated the Company’s qualitative impairment assessment as of ~~non-performance~~December ~~risk~~31, ~~including~~2025, and the ~~party~~reasonableness of management’s ~~own~~conclusion ~~credit~~that ~~risk~~no impairment indicators existed during the period from acquisition through year-end. ■ Reviewed the financial statement disclosures related to the intangible asset, the related-party transaction, the deemed dividend, and the fair value measurement for completeness and consistency with applicable accounting standards.

~~Fair~~Professionals with ~~value~~specialized ~~measurements~~skills doand ~~not~~knowledge ~~include~~were ~~transaction~~utilized ~~costs.~~by Athe ~~fair~~Firm ~~value hierarchy is used~~ to ~~prioritize~~assist in the ~~quality~~testing ~~and reliability~~ of the ~~information used to determine fair values. Categorization within the fair~~ value ~~hierarchy~~of ~~is based on~~ the ~~lowest~~intangible ~~level~~solar ofpower ~~input that is significant to~~ asset, the ~~fair~~restricted ~~value~~shares ~~measurement.~~issued, ~~The~~and ~~fair value hierarchy is defined into~~ the ~~following~~resulting ~~three~~implied ~~categories:~~deemed dividend.

~~Level~~/s/ Sadler, 1:Gibb ~~Quoted~~& ~~market~~Associates, ~~prices in active markets for identical assets or liabilities.~~LLC

~~Level~~We have 2:served ~~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~~Company’s ~~term~~auditor ofsince ~~the assets or liabilities~~2015.

~~Level 3: Unobservable inputs to the valuation methodology that are significant to the measurement of fair value of assets or liabilities.~~Draper, UT

~~To the extent that valuation is based on models or inputs that are less observable or unobservable in the market~~March 31, 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.2026

~~The carrying value of the Company’s cash, accounts payable, short~~F-~~term borrowings (including convertible notes payable), and other current assets and liabilities approximate fair value because of their short-term maturity.~~3

~~The~~Table ~~fair value~~ of ~~financial instruments on December 31, 2024 are summarized below:~~Contents

	Level 1		Level 2		Level 3		Total
Debt derivative liabilities		-		-		186,542		186,542
Total Liabilities	$	-	$	-	$	186,542	$	186,542

Blusky AI, Inc.

~~F-9~~(fka Inception ~~Table~~Mining, ~~of Contents~~Inc.)

~~The fair value of financial instruments on December 31, 2023 are summarized below:~~Balance Sheets

	Level 1			Level 2			Level 3		Total
	December 31, 2025			December 31, 2024
Warrant liabilities	$	-		$	-		$	-	$	-
ASSETS
Debt derivative liabilities		-			-			39,281		39,281
Current Assets
Total Liabilities	$	-		$	-		$	39,281	$	39,281
Cash and cash equivalents	$	960,436		$	-
Prepaid expenses and other current assets		117,225			-
Other current assets		45,000			-
Total Current Assets		1,122,661			-
Solar power asset		1,289,309			-
Right of use operating lease asset		255,699			-
Other assets		531			531
Total Assets	$	2,668,200		$	531
LIABILITIES AND STOCKHOLDERS’ DEFICIT
Current Liabilities
Accounts payable and accrued liabilities	$	1,773,808		$	1,745,787
Accrued interest - related parties		9,512			30,310
Operating lease liability		118,057			-
Note payable		60,000			125,000
Notes payable - related parties		1,349,455			992,761
Notes payable		1,349,455			992,761
Convertible notes payable - net of discount		90,703			266,450
Derivative liabilities		14,516			186,542
Total Current Liabilities		3,416,051			3,346,850
Operating lease liability, net of current portion		182,642			-
Total Liabilities		3,598,693			3,346,850
Commitments and Contingencies		-			-
Stockholders’ Deficit
Preferred stock, $0.00001 par value; 10,000,000 shares authorized, 51 shares issued and outstanding		1			1
Common stock, $0.00001 par value; 10,300,000,000 shares authorized, 24,978,811 and 2,659,773 shares issued and outstanding at December 31, 2025 and 2024, respectively		250			27
Additional paid-in capital		33,448,136			26,517,017
Accumulated deficit		(34,378,880	)		(29,863,364	)
Total Stockholders’ Deficit		(930,493	)		(3,346,319	)
Total Liabilities and Stockholders’ Deficit	$	2,668,200		$	531

~~The~~See accompanying ~~Company~~notes recognizes its derivative liabilities as level 3 and values its derivatives using the methods discussed below in Note 3. While the Company believes that its valuation methods are appropriate and consistent with other market participants, it recognizes that the use of different methodologies or assumptions to ~~determine~~ the ~~fair value of certain~~ financial ~~instruments could result in a different estimate of fair value at the reporting date~~statements. The primary assumptions that would significantly affect the fair values using the methods discussed below in Note 3 are that of volatility and market price of the underlying common stock of the Company.

Notes Receivable – Notes receivable include amounts due to the Company pursuant to financial agreements stipulating interest rates, payment terms and maturity dates. As of December 31, 2024 and 2023, notes receivable balances include one note due from Mother Load Mining, Inc. in the amounts of $2,219,442, net of reserves of $2,219,442 (see Note F-4 – Note Receivable). However, the Company has elected to create an allowance for doubtful collection of this note for the full outstanding balance of $2,219,442 as of December 31, 2024 and recognized a bad debt expense of $2,219,442 during the year ended December 31, 2023.

~~Long-Lived~~Table ~~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.Contents

~~Properties~~Blusky AI, ~~Plant and Equipment – We record properties, plant and equipment at historical cost~~Inc. 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	7 to 15 years
Vehicles and equipment	3 to 7 years
Processing and laboratory	5 to 15 years
Furniture and fixtures	2 to 3 years

(fka Inception Mining, Inc.)

~~Stock Issued for Goods and Services – Common and preferred shares issued for goods and services are valued based upon the fair market value~~ Statements of ~~our common stock or the goods and services received.~~Operations

Stock-Based Compensation – For stock-based transactions, compensation expense is recognized over the requisite service period, which is generally the vesting period, based on the estimated fair value on the grant date of the award.


	For the Years Ended
	December 31, 2025			December 31, 2024
Operating Expenses
General and administrative	$	2,665,889		$	520,378
Depreciation and amortization		-			727
Total Operating Expenses		2,665,889			521,105
Loss from Operations		(2,665,889	)		(521,105	)

Other Income/(Expenses)
Other income (expense)		96			-
Interest income		15,590			-
Change in derivative liability		182,394			196,321
Gain (loss) on extinguishment of debt		(1,975,924	)		(13,043	)
Initial derivative expense		-			(193,582	)
Loss on disposal of property, plant and equipment		-			(2,531	)
Interest expense		(71,783	)		(415,842	)
Total Other Income/(Expenses)		(1,849,627	)		(428,677	)

Net Loss from Operations before Income Taxes		(4,515,516	)		(949,782	)
Provision for Income Taxes		-			-
Net Loss		(4,515,516	)		(949,782	)
Deemed Dividend		(8,510,691	)		-
Net Loss attributable to Shareholders	$	(13,026,207	)	$	(949,782	)

Net loss per share - Basic and Diluted	$	(0.96	)	$	(0.36	)
Weighted average number of shares outstanding during the period - Basic and Diluted		13,552,871			2,647,513

~~Income~~See accompanying ~~(Loss)~~notes ~~per~~to ~~Common Share – Basic net income (loss) per common share is computed by dividing net income (loss), less~~ the ~~preferred~~financial ~~stock dividends, by the weighted average number of common shares outstanding~~statements. 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 anti-dilutive. 810,359 common share equivalents have been excluded from the diluted loss per share calculation for the year ended December 31, 2024 because it would be anti-dilutive.

F-~~10 Table of Contents~~5

~~The~~Table ~~following~~of ~~tables summaries the changes in the net earnings per common share for the years ended December 31, 2024 and 2023:~~Contents

	For the Years Ended
Numerator	December 31, 2024			December 31, 2023
Net Income (Loss) - Controlling Interest	$	(949,782	)	$	12,741,988
Gain on Extinguishment of Debt		-			(6,313,102	)
Interest Expense		-			72,790
Change in Derivative Liabilities		-			(3,220,312	)
Adjusted Net Income (Loss) - Controlling Interest	$	(949,782	)	$	3,281,364

Blusky AI, Inc.

Denominator	Shares			Shares
Basic Weighted Average Number of Shares Outstanding during Period		2,647,513			2,330,781
Dilutive Shares		-			430,295,965
Diluted Weighted Average Number of Shares Outstanding during Period		2,647,513			432,646,746
Diluted Net Income (Loss) per Share	$	(0.36	)	$	0.03

(fka Inception Mining, Inc.)

~~Comprehensive Loss – Comprehensive loss is made up~~ Statement of ~~the~~Stockholders’ ~~exchange differences arising on translating foreign operations and the net loss for the years ended December 31, 2024 and 2023.~~Deficit

Derivative Liabilities – Derivatives 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 consolidated statements of operations. We do not hold or issue any derivative financial instruments for speculative trading purposes.

	Shares		Amount		Shares		Amount		Capital		Deficit			Deficiency
	Preferred stock				Common stock				Additional					Total
	($0.00001Par)				($0.00001Par)				Paid-in		Accumulated			Stockholders’
	Shares		Amount		Shares		Amount		Capital		Deficit			Deficiency
Balance, December 31, 2023		51	$	1		2,638,903	$	26	$	26,491,974	$	(28,913,582	)	$	(2,421,581	)
Shares issued with extinguishment of debt		-		-		20,870		1		25,043		-			25,044
Net loss for the Year		-		-		-		-		-		(949,782	)		(949,782	)
Balance, December 31, 2024		51		1		2,659,773		27		26,517,017		(29,863,364	)		(3,346,319	)
Balance		51		1		2,659,773		27		26,517,017		(29,863,364	)		(3,346,319	)
Rounding shares issued with reverse split		-		-		5,432		-		-		-			-
Shares issued for services		-		-		1,833,000		18		1,531,882		-			1,531,900
Shares issued for conversion of notes payable		-		-		458,191		4		3,980,603		-			3,980,607
Shares issued for conversion of accrued liabilities		-		-		22,415		1		129,525		-			129,526
Shares issued for power purchase agreement		-		-		20,000,000		200		1,289,109		-			1,289,309
Net loss for the Year		-		-		-		-		-		(4,515,516	)		(4,515,516	)
Balance, December 31, 2025		51	$	1		24,978,811	$	250	$	33,448,136	$	(34,378,880	)	$	(930,493	)
Balance		51	$	1		24,978,811	$	250	$	33,448,136	$	(34,378,880	)	$	(930,493	)

~~Income~~See accompanying ~~Taxes~~notes ~~– 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 ~~consolidated~~financial ~~income tax expense~~statements.

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.F-6

~~Changes~~Table ~~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.~~Contents

~~Business~~Blusky AI, ~~Segments – The Company operates in one segment and therefore segment information is not presented~~Inc.

~~Operating~~(fka Inception ~~Lease – The Company leases its corporate headquarters and administrative offices in Salt Lake City~~Mining, ~~Utah~~Inc. ~~This lease expires in August 2024.~~)

~~F-11 Table~~ Statements of ~~Contents~~Cash Flows

The supplemental balance sheet information related to the operating lease for the periods is as follows:

	December 31, 2025			December 31, 2024
	For the Years Ended
	December 31, 2025			December 31, 2024
Cash Flows From Operating Activities:
Net Loss	$	(4,515,516	)	$	(949,782	)
Adjustments to reconcile net loss to net cash used in operations
Depreciation and amortization expense		-			727
Common stock issued for services		1,531,900			-
Loss on disposition of property, plant and equipment		-			2,531
(Gain) loss on extinguishment of debt		1,975,924			13,043
Change in derivative liability		(182,394	)		(196,321	)
Default penalty additions		-			119,734
Expenses paid in behalf of the company by related party		-			15,327
Amortization of right-of-use asset		36,528			9,595
Amortization of debt discount		1,071			219,961
Initial derivative expense		-			193,582
Changes in operating assets and liabilities:
Prepaid expenses and other current assets		(7,474	)		10,000
Other assets		(154,750	)		-
Accounts payable and accrued liabilities		94,609			404,154
Operating lease liabilities		8,472			-
Accounts payable and accrued liabilities - related parties		55,372			30,310
Net Cash Used In Operating Activities		(1,156,258	)		(127,139	)

Cash Flows From Investing Activities:
Net Cash Provided By Investing Activities		-			-

Cash Flows From Financing Activities:
Repayment of notes payable-related parties		(131,212	)		(98,475	)
Repayment of convertible notes payable		-			(98,784	)
Proceeds from notes payable-related parties		362,906			174,396
Proceeds from convertible notes payable		1,885,000			150,000
Net Cash Provided by Continuing Financing Activities		2,116,694			127,137
Net Change in Cash		960,436			(2	)
Cash at Beginning of Period		-			2
Cash at End of Period	$	960,436		$	-

Supplemental disclosure of cash flow information:
Cash paid for interest	$	-		$	11,074
Cash paid for taxes	$	-		$	-

Supplemental disclosure of non-cash investing and financing activities:
Common stock issued for conversion of debt	$	4,110,133		$	25,043
Common stock issued for power purchase agreement	$	1,289,309		$	-
Origination of operating lease	$	292,227		$	-
Accounts payable issued for settlement of note payable	$	10,000		$	-
Recognition of debt discounts on convertible notes payable	$	10,368		$	179,800
Note payable issued to related party for settlement of convertible note payable	$	125,000		$	-

	December 31, 2024		December 31, 2023
Operating leases
Long-term right-of-use assets	$	-	$	9,595
Short-term operating lease liabilities	$	-	$	9,595
Long-term operating lease liabilities		-		-
Total operating lease liabilities	$	-	$	9,595

See accompanying notes to the financial statements.

The Company made cash payments of $22,484 and $15,772 for the years ended December 31, 2024 and 2023, respectively. The Company incurred rent expense of $22,484 and $15,722 for the years ended December 31, 2024 and 2023, respectively.F-7

~~Non-Controlling~~Table ~~Interest Policy – Non-controlling interest (NCI) is the portion~~ of equity ownership in a subsidiary not attributable to the parent company, who has a controlling interest and consolidates the subsidiary’s financial results with its own. The amount of equity relating to the non-controlling interest is separately identified in the equity section of the balance sheet and the amount of the net income (loss) relating to the non-controlling interest is separately identified on the statement of operations.Contents

~~Recently Issued Accounting Pronouncements – From time to time~~Blusky AI, ~~new accounting pronouncements are issued by FASB that are adopted by the Company as of the specified effective date~~Inc. ~~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.~~

3.(fka Inception ~~Derivative~~Mining, ~~Financial Instruments~~Inc.)

~~The~~Notes to ~~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.Statements

~~The following table provides a summary~~ As of ~~changes in fair value of the Company’s Level 3 financial liabilities as of~~ December 31, 2025 and 2024:

	Debt Derivative Liabilities
Balance, December 31, 2023	$	39,281
Transfers in upon initial fair value of derivative liabilities		343,582
Change in fair value of derivative liabilities and warrant liability		(196,321	)
Balance, December 31, 2024	$	186,542

1. Nature of Business

~~Derivative~~BluSky AI ~~Liabilities~~Inc, –(formerly ~~The~~know ~~Company~~as ~~issued~~Inception ~~convertible~~Mining, ~~promissory~~Inc.) ~~notes~~(formerly ~~which~~known ~~are~~as ~~convertible~~Gold ~~into~~American ~~common~~Mining ~~stock,~~Corp.) atwas ~~holders’~~incorporated ~~option,~~under ~~at a discount to~~ the ~~market~~name ~~price~~ of ~~the~~Golf Alliance ~~Company’s~~Corporation ~~common~~and ~~stock.~~under ~~The~~the ~~Company~~laws ~~has~~of ~~identified~~ the ~~embedded~~State ~~derivatives~~of ~~related~~Nevada toon ~~these~~July ~~notes~~2, ~~relating~~2007. toInception ~~certain~~Mining, ~~anti-dilutive~~Inc. ~~(reset)~~was ~~provisions.~~a ~~These~~precious ~~embedded~~metal ~~derivatives~~mineral ~~included~~acquisition, exploration ~~certain~~and ~~conversion~~development ~~features~~company. ~~The~~Inception ~~accounting~~Development, ~~treatment~~Inc., ofits ~~derivative~~wholly ~~financial~~owned ~~instruments~~subsidiary, ~~requires~~was ~~that~~incorporated ~~the~~under ~~Company record fair value of~~ the ~~derivatives~~laws as of the State ~~inception date~~ of ~~debenture~~Idaho ~~and~~on toJanuary ~~fair~~28, ~~value as of each subsequent reporting date~~2013.

~~F-12~~Golf Alliance ~~Table~~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 ~~Contents~~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.

AtOn March ~~December 31~~5, ~~2024~~2010, the Company ~~marked~~amended toits ~~market~~articles ~~the fair value~~ of ~~the~~incorporation ~~debt~~to ~~derivatives~~(1) ~~and~~to ~~determined a fair value of $186,542. The Company recorded a gain from~~ change inits ~~fair~~name ~~value~~to ofSilver ~~debt derivatives of $196~~America,~~321~~ ~~for the year ended December 31, 2024~~Inc. ~~The~~and ~~fair value of the embedded derivatives was determined using the Monte Carlo Valuation Model. The Monte Carlo Valuation Model was based on the following assumptions:~~ (~~1) expected volatility of 155.5%, (~~2) ~~weighted~~increased its ~~average~~authorized ~~risk-free~~common ~~interest~~stock ~~rate~~from of100,000,000 ~~4.30%~~to ~~and (3) expected life of 0~~500,000,000.~~13 years.~~

~~Based~~On June ~~upon~~23, ~~ASC 840-15-25~~2010, the Company ~~has~~amended ~~adopted~~its aarticles ~~sequencing approach regarding the application~~ of ~~ASC~~incorporation ~~815-40~~ to change its ~~outstanding~~name ~~convertible notes. Pursuant~~ to ~~the~~Gold ~~sequencing~~American ~~approach,~~Mining ~~the Company evaluates its contracts based upon earliest issuance date~~Corp.

4On November 21, 2012, the Company implemented a 200 to 1 reverse stock split. ~~Note~~ ~~Receivable~~Upon effectiveness of the stock split, each shareholder cancelled 200 shares of common stock for every share of common stock owned as of November 21, 2012. This reverse stock split was effective on February 13, 2013. All share and per share references have been retroactively adjusted to reflect this 200 to 1 reverse stock split in the financial statements and in the notes to financial statements for all periods presented, to reflect the stock split as if it occurred on the first day of the first period presented.

On February ~~January 12~~25, ~~2023~~2013, ~~Inception~~Gold American Mining Corp. and its majority shareholder (the “Majority Shareholder”), and its wholly-owned subsidiary, Inception Development Inc. (the “~~Company~~Subsidiary”), entered into aan ~~non-binding~~Asset ~~Letter~~Purchase ofAgreement ~~Intent~~ (the “~~LOI~~Asset Purchase Agreement”) with ~~Mother~~Inception ~~Lode~~Resources, ~~Mining~~LLC, ~~Inc.~~a Utah corporation (“~~MLM~~Inception Resources”)., ~~The~~pursuant ~~LOI~~to ~~became~~which ~~binding~~Inception purchased onthe ~~January~~U.P. ~~24,~~and ~~2023~~Burlington ~~when~~Gold ~~the~~Mine ~~final~~in ~~installment~~consideration of ~~initial~~16,000,000 ~~payment~~shares ~~set~~of ~~forth~~common ~~under~~stock of Inception, the ~~LOI~~assumption ~~was~~of ~~received~~promissory notes byin the ~~Company.~~amount ~~Pursuant~~of to$950,000 and the ~~terms~~assignment of ~~the~~a ~~LOI,~~3% ~~the~~net ~~Company~~royalty. ~~agreed~~Inception toResources ~~sell~~was ~~all~~an entity owned by and under the control of the ~~shares~~majority ofshareholder. ~~its~~This ~~wholly-owned~~transaction ~~subsidiary,~~is ~~Compañía~~deemed ~~Minera~~an ~~Cerros~~asset ~~Del~~purchase ~~Sur,~~by ~~S.A.~~entities deunder Ccommon control.V. The Asset Purchase Agreement closed on February 25, 2013 (the “~~CMCS~~Closing”). Inception was a “shell company” (as such term is defined in Rule 12b-2 under the Securities Exchange Act of 1934, as amended) immediately prior to ~~MLM.~~our ~~CMCS~~acquisition isof the ~~Honduran-based~~gold ~~company~~mine ~~that~~pursuant ~~owns~~to the ~~Clavo~~terms of ~~Rico~~the ~~mine~~Asset Purchase Agreement.

~~The~~On May ~~purchase price for the sale of CMCS by the Company to MLM consisted of the following cash consideration (a) $204~~17,~~200 was~~ ~~delivered by MLM to the Company on January 3~~2013, ~~2023 to pay outstanding debts owed by~~ the ~~Corporation; (b) $300,000 was delivered by MLM to the~~ Company onamended ~~January~~its 5,articles ~~2023 to satisfy existing debts~~ of ~~the~~incorporation ~~Company; (c) $100,000 was delivered by MLM~~ to ~~the~~change ~~Company~~its onname ~~January 16, 2023; (d) $200,000 was delivered by MLM~~ to ~~the~~Inception ~~Company on January 17~~Mining, ~~2023;~~Inc. (e)“Inception” or ~~$1,200,000 was delivered by MLM to~~ the “Company ~~on January 18, 2023, to pay a settlement amount for existing debt of the Company; (f~~”) $500,000 was delivered by MLM to the Company on January 23, 2023, to satisfy existing debts of the Company; (g) $500,000 was delivered by MLM to the Corporation on January 24, 2023 to satisfy existing debts of the Corporation.

InOn October ~~addition to the amounts already delivered under the LOI~~2, ~~an additional amount of $2~~2015,~~700,000 shall~~ ~~be paid by MLM to~~ the Company ~~over~~consummated a ~~period~~merger ofwith ~~twenty-four~~Clavo ~~(24)~~Rico ~~months~~Ltd. (~~the~~ “~~Monthly~~Clavo ~~Payments~~Rico”). ~~The~~Clavo ~~Monthly~~Rico ~~Payments~~is ~~shall~~a beprivately ~~paid~~held ~~as follows: (i) $25,000 due March 1, 2023, (ii) $50,000 due on the first day of each of April, May~~ Turks and ~~June~~Caicos ~~2023,~~company ~~and~~with ~~(iii)~~principal ~~$100,000 due~~operations onin ~~the first day of each month for the following twenty months~~Honduras, ~~until~~Central ~~February 1, 2025 at which point all amounts due and payable hereunder shall be delivered in a final balloon payment~~America. ~~The~~Clavo ~~Company~~Rico ~~has~~operates ~~received~~the ~~payments~~Clavo ~~totaling~~Rico ~~$480,558,~~mining ~~leaving~~concession anthrough its ~~outstanding~~subsidiaries ~~balance~~Compañía ofMinera ~~$2,219,442 as~~Cerros ofdel ~~December 31~~Sur, ~~2024~~S.A ~~MLM~~de ~~is currently $298,642 behind on payments~~C.V. ~~Outstanding balances~~ and ~~missed~~Compañía ~~Monthly~~Minera ~~Payments will be secured by a 10% net smelter royalty (NSR) on the~~ Clavo Rico, ~~mine~~S.A. ~~production~~de ~~until the Monthly Payments are delivered~~ C.V. and ~~the~~holds ~~purchase~~other ~~price~~mining ~~is paid in full~~concessions. InPursuant ~~addition~~ to the ~~Monthly Payments~~agreement, the Company ~~will~~issued ~~receive~~of a240,225,901 ~~carried~~shares ~~forward~~of ~~net~~common ~~profits~~stock ~~interest royalty (“NPI”)~~ of 5%Inception and onassumed ~~the~~promissory ~~Clavo~~notes ~~Rico~~in ~~mine production until~~ the ~~total~~amount ~~NPI~~of ~~paid~~$5,488,980 toand ~~the~~accrued ~~Company~~interest isof $13,~~000~~434,~~000,~~426. ~~subject~~Under tothis ~~limited~~merger ~~conditions. However~~agreement, ~~the~~there ~~Company~~was ~~has~~a change ~~elected~~in tocontrol ~~create~~and anit ~~allowance~~has ~~for~~been ~~doubtful~~treated ~~collection~~for ofaccounting ~~this~~purposes ~~note~~as ~~for~~a ~~the~~reverse ~~full~~recapitalization ~~outstanding~~with ~~balance~~Clavo ~~of $2~~Rico,~~219,442~~ asLtd. ofbeing ~~December~~the ~~31,~~surviving entity. ~~2024~~Its ~~and~~workings ~~recognized~~include aseveral ~~bad~~historical ~~debt~~underground ~~expense~~operations ofdating ~~$2,219,442~~back ~~during~~to the ~~year~~early ~~ended~~Mayan ~~December~~and ~~31,~~Spanish ~~2023~~occupation.

~~The following table summarizes the note receivable of the Company as of December 31, 2024 and 2023:~~F-8

	December 31, 2024			December 31, 2023
Note Receivable from Mother Load Mining, Inc. pursuant to a Letter of Intent dated effective January 12, 2023, in the original principal amount of $5,700,000, accruing no interest, with monthly payments beginning on March 31, 2023, maturing February 1, 2025.	$	2,219,442		$	2,700,000
Less: Payments received		-			(480,558	)
Total Note Receivable outstanding		2,219,442			2,219,442
Less: Allowance for Doubtful Note Receivable		(2,219,442	)		(2,219,442	)
Total Note Receivable	$	-		$	-

Table of Contents

~~F-13~~On January ~~Table~~11, 2016, the Company implemented a 5.5 to 1 reverse stock split. This reverse stock split was effective on May 26, 2016. All share and per share references have been retroactively adjusted to reflect this 5.5 to 1 reverse stock split in the financial statements and in the notes to financial statements for all periods presented, to reflect the stock split as if it occurred on the first day of the ~~Contents~~first period presented. Immediately before the Reverse Split, the Company had 266,669,980 shares of common stock outstanding. Immediately after the Reverse Split, the Company had 48,485,451 shares of common stock outstanding, pending fractional-share rounding-up calculations to adjust for the Reverse Split.

5.On January ~~Properties~~12, ~~Plant~~2023, ~~and~~the ~~Equipment~~Company entered into a non-binding Letter of Intent (the “LOI”) with Mother Lode Mining, ~~Net~~Inc. (“MLM”). The LOI became binding on January 24, 2023.

~~Properties~~Pursuant to the terms of the LOI, ~~plant~~the ~~and~~Company ~~equipment~~agreed to sell all of ~~continuing~~the ~~operations~~shares atof ~~December~~its 31wholly-owned subsidiary, ~~2024~~Compañía ~~and~~Minera ~~2023~~Cerros Del ~~consisted~~Sur, ofS.A. de C.V. (“CMCS”), to MLM. CMCS is the ~~following:~~Honduran-based company that owns the Clavo Rico mine.

	December 31, 2024			December 31, 2023
Machinery and Equipment	$	25,368		$	25,368
Office Equipment and Furniture		1,627			1,627
		26,995			26,995
Less Accumulated Depreciation		(24,464	)		(23,737	)
Less Loss on Disposal of Property, Plant and Equipment		(2,531	)		-
Total Property, Plant and Equipment	$	-		$	3,258

Following the divestiture of the Clavo Rico mine, the Company operated as a consultant and advisor to the mining industry, including to MLM, the new owner of the Clavo Rico mine, through 2025.

~~During~~The Company ~~the~~is ~~years~~currently ~~ended~~focused ~~December~~on ~~31,~~artificial ~~2024~~intelligence compute infrastructure and ~~2023,~~participating in the ~~Company~~dynamic ~~recognized~~and ~~depreciation~~expanding ~~expense~~AI ofindustry. BluSky ~~$727~~AI ~~and~~plans ~~$725,~~to ~~respectively.~~develop ~~During~~multiple ~~the~~data ~~year~~center ~~ended~~sites ~~December~~across ~~31,~~various ~~2024~~U.S. jurisdictions, ~~the~~with ~~Company~~artificial ~~disposed~~intelligence of(AI) ~~its~~focus, ~~remaining~~specifically targeting ~~property,~~facilities ~~plant~~with ~~and~~the ~~equipment~~ability ~~and~~to ~~recognized~~develop apower ~~loss~~capacity ofor ~~$2,531~~utilize existing power capacities.

62. Summary ~~Accounts~~of ~~Payable~~Significant ~~and~~Accounting ~~Accrued Liabilities~~Policies

~~Accounts~~Going Concern ~~Payable~~– The accompanying consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and ~~accrued~~the satisfaction of liabilities in the normal course of ~~continuing~~business. ~~operations~~As atshown in the accompanying consolidated financial statements during year ended December 31, ~~2024~~2025, ~~and~~the ~~2023~~Company ~~consisted~~has an accumulated deficit of $34,378,880, a working capital deficit of $2,293,390 and used $1,156,258 in cash for operating activities. These factors among others raise substantial doubt about the ~~following:~~Company’s ability to continue as a going concern for twelve months from the date these financial statements are issued.

	December 31, 2024		December 31, 2023
Accounts Payable	$	518,930	$	348,902
Accrued Liabilities		1,226,857		913,887
Accrued Salaries and Benefits		-		69,249
Total Accrued Liabilities	$	1,745,787	$	1,332,038

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.

7.Management is ~~Notes~~currently ~~Payable~~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.

~~Notes~~Use of ~~payable~~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 ~~continuing~~assets ~~operations~~and ~~were~~liabilities ~~comprised~~and the disclosure of contingent assets and liabilities at the ~~following~~date asof 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 ~~December~~the 31estimated useful lives and valuation of properties, ~~2024~~plant and ~~2023:~~equipment, solar power asset, deferred tax assets, convertible preferred stock, derivative assets and liabilities, stock-based compensation and payments, and contingent liabilities.

Notes Payable	December 31, 2024			December 31, 2023
Phil Zobrist	$	60,000		$	60,000
Antczak Polich Law LLC		65,000			65,000
Total Notes Payable		125,000			125,000
Less Short-Term Notes Payable		(125,000	)		(125,000	)
Total Long-Term Notes Payable	$	-		$	-

Basis of Presentation – The Company prepares its consolidated financial statements in accordance with accounting principles generally accepted in the United States of America.

~~Phil~~Cash and ~~Zobrist –~~Cash OnEquivalents ~~January~~– ~~11,~~The ~~2013, the~~ Company ~~issued~~considers anall ~~unsecured~~highly ~~Promissory~~liquid ~~Note~~temporary tocash ~~Phil~~investments ~~Zobrist~~with inan ~~the~~original ~~principal~~maturity ~~amount~~ of ~~$60,000 (the~~three months ~~“Note”)~~or ~~due~~less onto ~~demand~~be ~~and~~cash ~~bearing 0% per annum interest~~equivalents. ~~The~~At ~~total net proceeds the Company received was $60,000. On October 2, 2015, the Company entered into a new convertible note with Phil Zobrist that originally matured on~~ December 31, ~~2016 and~~2025 ~~bears 18% per annum interest. The Company agreed to accrue interest from inception of these Notes in the amount of $29,412~~ and ~~charged this amount to interest expense during the year ended~~ December 31, ~~2015. The Note is convertible into common stock~~2024, atthe ~~holder’s~~Company ~~option,~~had atno acash ~~price of $0~~equivalents.~~99 (0.18 pre-split)~~ orThe ~~a 50%~~aggregate cash ~~discount~~balance toon ~~the~~deposit ~~average~~in ofthese ~~the~~accounts ~~three~~are ~~lowest~~insured ~~VWAP~~by of the ~~common~~Federal ~~stock~~Deposit ~~during~~Insurance ~~the~~Corporation ~~20-trading~~up ~~day period prior~~ to ~~conversion. On October 2~~$250, ~~2016, the Company renegotiated the note payable~~000. ~~The~~As ~~convertible~~of ~~feature was removed, and the note was extended until~~ December 31, 2025, ~~2024.~~the ~~The~~ Company ~~recognized~~had ~~a gain on the extinguishment of debt of~~ $~~121~~710,~~337 for~~436 ~~the~~in ~~remaining~~excess ~~derivative liability and~~ of ~~$11,842 for~~ the ~~remaining~~insured ~~debt~~amounts ~~discount.~~in Asits ofaccounts. ~~December~~The ~~31,~~Company ~~2024,~~has ~~the~~never ~~gross~~experienced ~~balance~~any oflosses ~~the~~in ~~note was $60,000 and accrued interest was $129,363~~such accounts.

F-~~14 Table of Contents~~9

~~Antczak~~Table ~~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 $75,000 (the “Note”) and does not accrue interest. This note was due on December 31, 2023 and requires monthly payments of $10,000 starting July 2023 with any remaining balance paid in full by December 31, 2023. The Company made one payment of $10,000 during the fiscal year ended December 31, 2023. As of December 31, 2024, the gross balance of the note was $65,000 and in default.Contents

8.Settlement of ~~Notes~~Contracts ~~Payable~~in Company’s Equity– ~~Related~~In ~~Parties~~accordance with ASC 815-40-25, the Company must meet certain requirements in order to report contracts as equity versus liabilities. These requirements must be met by the Company or the contracts need to be reported as liabilities. The Company has adopted the sequencing approach as guidance on contracts that permit partial net share settlement. The Company evaluates the contracts based on the earliest issuance date. Currently, the Company doesn’t have any items that are reported as equity instead of liabilities.

~~Notes~~Fair Value ~~payable~~Measurements – ~~related~~The ~~parties~~fair value of ~~continuing~~a ~~operations~~financial ~~were~~instrument ~~comprised~~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 ~~following~~measurement asdate. 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 ~~December~~liabilities should 31include consideration of non-performance risk, ~~2024~~including ~~and~~the ~~2023:~~party’s own credit risk.

Notes Payable - Related Parties	Relationship	December 31, 2024			December 31, 2023
Cluff-Rich PC 401K	Affiliate - Controlled by Director	$	51,000		$	51,000
Whit Cluff	Director		15,327			-
Debra D'ambrosio	Immediate Family Member		531,434			455,513
Francis E. Rich	Immediate Family Member		100,000			100,000
Pine Valley Investments	Affiliate - Controlled by Director		295,000			295,000
Total Notes Payable - Related Parties			992,761			901,513
Less Short-Term Notes Payable - Related Parties			(992,761	)		(32,895	)
Total Long-Term Notes Payable - Related Parties		$	-		$	868,618

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:

~~Cluff-Rich~~Level 1: PCQuoted ~~401K~~market ~~(Affiliate~~prices ~~– Controlled by Significant Shareholder) – On June 29, 2022, the Company issued an unsecured Short-Term Promissory Note to Cluff-Rich PC 401K~~ in ~~the~~active ~~principal~~markets amount of 60,000 (the “Note”) due on December 31, 2022 and bears a 5.0% interest rate. On February 1, 2023, the Company re-negotiated this note which extended it to March 1, 2025 and made it non-interest bearing. The Company issued 5,143 shares of common stock as settlement for ~~the~~identical ~~accrued~~assets ~~interest~~or ~~of $18,000~~liabilities. ~~During the year ended December 31, 2023, the Company made a payment of $9,000 towards the principal balance. As of December 31, 2024, the gross balance of the notes was $51,000.~~

D.Level 2: ~~D’Ambrosio~~Observable ~~(Immediate~~inputs ~~Family~~other ~~Member~~than ofLevel ~~Director) – On January~~ 1, ~~2023,~~prices ~~there~~such ~~were~~as ~~six~~quoted ~~notes~~prices ~~outstanding~~for ~~with~~similar ~~outstanding~~assets ~~balance~~or ofliabilities; ~~the~~quoted ~~Notes~~prices ofin ~~$446,210~~markets ~~and~~with insufficient ~~accrued~~volume ~~interest~~or ofinfrequent ~~$81,204.~~transactions ~~During~~(less ~~January~~active ~~2023,~~markets); ~~the~~or ~~Company issued an unsecured Short~~model-~~Term~~derived ~~Promissory~~valuations ~~Notes to D. D’Ambrosio~~ in ~~principal~~which ~~amounts~~all ~~totaling~~significant ~~$6,408~~inputs ~~(the~~are observable ~~“Note”)~~or ~~that~~can ~~bears~~be aderived ~~3.00%~~principally ~~interest~~from ~~rate.~~or Oncorroborated ~~February~~by 1,observable ~~2023,~~market ~~the~~data ~~Company re-negotiated these notes into one note with a maturity date of March 1, 2025 and is non-interest bearing. The Company issued 23,201 shares of common stock on February 1, 2023 as settlement~~ for ~~the~~substantially ~~accrued interest of $81,204. During~~ the ~~year~~full ~~ended~~term ~~December 31, 2023, the Company made a payment~~ of ~~$30,000 towards~~ the ~~principal~~assets or ~~balance~~liabilities. ~~As of December 31, 2024, the gross balance of the note was $422,618.~~

D.Level 3: ~~D’Ambrosio~~Unobservable ~~(Immediate~~inputs ~~Family~~to ~~Member of Director) – On January 1, 2024,~~ the ~~Company~~valuation ~~issued~~methodology anthat ~~unsecured~~are ~~Short-Term~~significant ~~Promissory Notes~~ to ~~D. D’Ambrosio in principal amounts totaling $32,895 (~~the ~~“Note”)~~measurement for the two Notes issued from April through December 2023, which had expired. The Note bears a 5.00% interest rate and matures on December 31, 2023. During the year ended December 31, 2024, the Company paid the principal balance of ~~$32,895. As~~fair ofvalue ~~December 31, 2024, the gross balance~~ of ~~the~~assets ~~note~~or ~~was $0~~liabilities.

D.To the ~~D’Ambrosio~~extent ~~(Immediate~~that ~~Family~~valuation ~~Member~~is ofbased ~~Director)~~on ~~– On~~models ~~January~~or ~~31,~~inputs ~~2024,~~that ~~the~~are ~~Company~~less ~~issued~~observable anor ~~unsecured~~unobservable ~~Short-Term~~in ~~Promissory~~the ~~Notes~~market, tothe D.determination ~~D’Ambrosio~~of infair value ~~principal~~requires ~~amounts~~more ~~totaling~~judgment. ~~$22,695~~In ~~(the~~certain ~~“Note”)~~cases, ~~which~~the ~~bears~~inputs aused ~~5.00%~~to ~~interest~~measure ~~rate~~fair ~~and~~value ~~matures~~may onfall ~~January~~into ~~31,~~different ~~2025. During~~levels of the ~~year~~fair ~~ended~~value hierarchy. ~~December~~In 31such cases, ~~2024~~for disclosure purposes, the ~~Company~~level ~~paid~~in the ~~principal~~fair ~~balance~~value ofhierarchy ~~$22,695. As~~within ofwhich ~~December~~the ~~31,~~fair ~~2024,~~value measurement is disclosed and is determined based on the ~~gross~~lowest ~~balance~~level ofinput that is significant to the ~~note~~fair ~~was~~value $0measurement.

D.The carrying ~~D’Ambrosio~~value ~~(Immediate Family Member~~ of ~~Director) – On March 31, 2024,~~ the Company’s ~~issued~~cash, anaccounts ~~unsecured~~payable, ~~Short~~short-~~Term~~term ~~Promissory~~borrowings ~~Notes~~(including toconvertible D.notes ~~D’Ambrosio in principal amounts totaling $6,000 (the “Note”~~payable), ~~which~~and ~~bears~~other current aassets ~~5.00% interest rate~~ and ~~matures~~liabilities onapproximate ~~March~~fair ~~31,~~value ~~2025.~~because ~~During the year ended December 31, 2024, the Company paid the principal balance~~ of ~~$6,000. As~~their ofshort-term ~~December 31, 2024, the gross balance of the note was $0~~maturity.

~~F-15~~The fair ~~Table~~value of ~~Contents~~financial instruments on December 31, 2025 are summarized below:

~~D. D’Ambrosio (Immediate Family Member of Director) –~~ OnSchedule May 1, 2024, the Company issued an unsecured Short-Term Promissory Notes to D. D’Ambrosio in principal amounts totaling $32,455 (the “Note”), which bears a 5.00% interest rate and matures on December 31, 2024. During the year ended December 31, 2024, the Company paid the principal balance of ~~$32,455. As~~Fair ofValue ~~December 31, 2024, the gross balance~~ of ~~the~~Financial ~~note was $0.~~Instruments

D. D’Ambrosio (Immediate Family Member of Director) – During June through September, 2024, the Company received funds in the amount of $50,395. On October 1, 2024, the Company formalized an unsecured Short-Term Promissory Notes to D. D’Ambrosio in principal amounts totaling $50,395 (the “Note”), which bears a 5.00% interest rate and matures on October 31, 2025. During the year ended December 31, 2024, the Company made payments of $4,430 towards the principal balance. As of December 31, 2024, the gross balance of the note was $45,965.

	Level 1		Level 2		Level 3		Total
Debt derivative liabilities	$	-	$	-	$	14,516	$	14,516
Total Liabilities	$	-	$	-	$	14,516	$	14,516

D.The fair ~~D’Ambrosio~~value ~~(Immediate Family Member~~ of ~~Director)~~financial ~~– During~~instruments October through December, 2024, the Company received funds in the amount of $62,851. On November 1, 2024, the Company formalized an unsecured Short-Term Promissory Notes to D. D’Ambrosio in principal amounts totaling $62,851 (the “Note”), which bears a 15.00% interest rate and matures on ~~November 30, 2025. As of~~ December 31, 2024, ~~the~~are ~~gross~~summarized ~~balance of the note was $62,851 and accrued interest was $1,550.~~below:

Francis E. Rich (Immediate Family Member of Director) – On January 1, 2023, there were two notes outstanding with outstanding balance of the Notes of $100,000 and accrued interest of $47,500. On February 1, 2023, the Company re-negotiated these notes into one note with a maturity date of March 1, 2025 and is non-interest bearing. The Company issued 16,428,571 shares of common stock as settlement for the accrued interest of $57,500. As of December 31, 2024, the gross balance of the notes was $100,000.

	Level 1		Level 2		Level 3		Total
Debt derivative liabilities	$	-	$	-	$	186,542	$	186,542
Total Liabilities	$	-	$	-	$	186,542	$	186,542

~~Pine~~The Company ~~Valley~~recognizes ~~Investments,~~its ~~LLC~~derivative ~~(Affiliate~~liabilities –as ~~Controlled~~level by3 ~~Significant~~and ~~Shareholder)~~values ~~– On~~its ~~January~~derivatives 1,using ~~2023,~~the ~~there~~methods ~~were~~discussed ~~three~~below ~~Notes~~in ~~outstanding~~Note ~~with~~3. ~~outstanding~~While the ~~balance~~Company ofbelieves ~~the~~that ~~Notes~~its ofvaluation ~~$295,000~~methods are appropriate and ~~accrued~~consistent ~~interest~~with ofother ~~$115~~market participants,~~250.~~ Onit ~~February~~recognizes 1,that ~~2023,~~the use of different methodologies or assumptions to determine the ~~Company~~fair ~~re-negotiated~~value ~~these~~of ~~notes~~certain ~~into~~financial ~~one~~instruments ~~note~~could ~~with~~result in a ~~maturity~~different estimate ~~date~~ of ~~March~~fair 1,value ~~2025~~at ~~and~~the isreporting ~~non-interest bearing~~date. The ~~Company~~primary ~~issued~~assumptions ~~32,929~~that ~~shares~~would ofsignificantly ~~common~~affect ~~stock~~the asfair ~~settlement~~values ~~for~~using the ~~outstanding~~methods discussed ~~accrued~~below ~~interest~~in ofNote ~~$115,250.~~3 Asare that of ~~December~~volatility ~~31,~~and ~~2024,~~market price of the ~~gross~~underlying ~~balance~~common stock of the ~~notes was $295,000~~Company.

~~Whit Cluff (Affiliate – Director) – On March 28, 2024, the Company issued an unsecured Short~~F-Term Promissory Note to Cluff-Rich PC 401K in the principal amount of $15,327 (the “Note”) due on April 30, 2025 and bears a 5.0% interest rate. As of December 31, 2024, the gross balance of the note was $15,327 and accrued interest was $766.10

~~Typically,~~Table ~~any gains or losses on the extinguishment~~ of debts are reported on the statement of operations. However, since all of the debts in this section are related parties, the gains or losses on the extinguishment of debts have been recorded as additional paid-in capital instead of gains or losses.Contents

~~9. Convertible~~Notes Receivable – Notes ~~Payable~~receivable include amounts due to the Company pursuant to financial agreements stipulating interest rates, payment terms and maturity dates. As of December 31, 2025 and 2024, notes receivable balances include amounts the Company believed were due from Mother Lode Mining, Inc. (“MLM”) in the amounts of $2,

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