Blue Chip Technologies Corp. - 10-K/A

ITEM 1A. RISK FACTORS

Investing in our common stock involves a high degree of risk. You should carefully consider the risks described below, together with the other information contained in this Annual Report, before making an investment decision. If any of the following risks occur, our business, financial condition, results of operations, and prospects could be materially and adversely affected. In such event, the market price of our common stock could decline, and you could lose all or part of your investment.

RISKS RELATED TO OUR COMPANY

We are a development-stage company with no revenue and a history of losses, and we may never achieve profitability.

We are a development-stage technology company and have not yet generated revenue from operations. Since inception, we have incurred net losses and expect to continue to incur losses for the foreseeable future as we continue to develop our artificial intelligence-enabled healthcare technology platform and related business operations.

We have a limited operating history upon which to evaluate our business prospects, particularly in light of our recent change in control and strategic transition in February 2026, and there can be no assurance that our development efforts will result in commercially viable products or services.

We may not be able to continue as a going concern if we do not obtain additional financing.

Our independent registered public accounting firm has issued an audit report expressing substantial doubt about our ability to continue as a going concern. Our ability to continue operations is dependent upon obtaining additional financing through equity offerings, debt financings, shareholder support, or other sources.

There can be no assurance that additional financing will be available when needed, in sufficient amounts, or on acceptable terms. If we are unable to obtain additional capital, we may be required to delay, scale back, or discontinue our development activities, which would have a material adverse effect on our business.

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We have no cash flow from operations and are dependent on external financing.

We currently generate no cash flow from operations and rely on equity financings and shareholder loans to fund our activities. Our existing capital resources are insufficient to complete our planned development and commercialization efforts. Failure to obtain additional funding could result in the suspension or termination of our business activities.

Our management team is small, and the loss of key personnel could adversely affect our business.

Our operations depend heavily on the continued services of our President and Chief Executive Officer, who is also the source of certain of the Company’s intellectual property, who devotes a portion of his time to our business and may have other professional obligations. The loss of his services, or our inability to attract and retain additional qualified personnel, could materially harm our development efforts and business prospects.

We rely on intellectual property acquired from our Chief Executive Officer, and any dispute regarding such intellectual property could adversely affect our business.

In February 2026, we acquired certain intellectual property and related assets from our Chief Executive Officer pursuant to an asset purchase agreement. As a result, our business is dependent on intellectual property that was originally developed or controlled by a related party.

Although such intellectual property has been assigned to the Company and, subsequently, to its wholly-owned subsidiary as part of an internal reorganization, there can be no assurance that ownership rights will not be challenged or that additional actions will not be required to perfect or defend such rights. Any dispute or uncertainty regarding our intellectual property could materially adversely affect our business.

Our business operations are expected to be conducted in Venezuela, which presents significant economic, regulatory, and political risks.

We intend to conduct operations through our wholly-owned subsidiary in Venezuela. Operations in Venezuela are subject to significant risks, including economic instability, currency controls, regulatory uncertainty, political developments, and potential limitations on the repatriation of funds.

These factors may adversely affect our ability to operate, generate revenue, access capital, or enforce contractual and intellectual property rights.

Our controlling shareholder has significant voting power, which may not align with the interests of other shareholders.

Our President and Chief Executive Officer beneficially owns a majority of our outstanding common stock and is able to exercise significant control over matters requiring stockholder approval, including the election of directors, approval of significant corporate transactions, and changes in management. This concentration of ownership may discourage or prevent a change in control and could limit other shareholders’ ability to influence corporate decisions.

Our operating results may fluctuate significantly.

Our future operating results may vary significantly due to numerous factors, many of which are beyond our control, including the timing and amount of operating expenses, availability of capital, regulatory developments, market acceptance of our technology, and general economic conditions. As a result, period-to-period comparisons may not be meaningful, and our operating results may fall below investor expectations.

RISKS RELATED TO OUR INDUSTRY

The healthcare technology and artificial intelligence industry is highly competitive, rapidly evolving, and subject to significant regulatory and market uncertainty.

The healthcare technology and artificial intelligence industry is characterized by rapid technological change, evolving industry standards, frequent product introductions, and intense competition. We expect to compete with a broad range of companies, including established healthcare technology providers, software developers, medical device companies, and emerging artificial intelligence-focused enterprises, many of which have significantly greater financial, technical, and operational resources than we do.

These competitors may have longer operating histories, greater brand recognition, established customer relationships, and more extensive distribution networks. In addition, competitors may be able to devote greater resources to research and development, regulatory compliance, and commercialization efforts, which could enable them to develop or deploy competing technologies more quickly or effectively than we can.

The industry in which we operate is also subject to rapid shifts in technology and customer preferences. New technologies or alternative approaches to healthcare analytics and service delivery may emerge that render our solutions less competitive or obsolete. If we are unable to successfully compete in this environment, our business, financial condition, and results of operations could be materially adversely affected.

Rapid technological change could render our technology obsolete or uncompetitive.

The markets for artificial intelligence and healthcare technology are subject to ongoing technological advancement, including the introduction of new algorithms, data processing techniques, software platforms, and analytical tools. Our success depends on our ability to develop, maintain, and enhance our technology in response to these advancements.

If we are unable to keep pace with technological developments or fail to anticipate changes in market demand, our technology may become outdated or less attractive relative to competing solutions. Additionally, competitors may develop superior technologies that offer improved performance, greater functionality, or lower costs, which could negatively impact our ability to attract customers or partners.

The development and implementation of new technologies may also require substantial time and financial resources. There can be no assurance that our development efforts will be successful or that we will be able to effectively integrate new technologies into our platform on a timely basis, if at all.

Healthcare, data privacy, and artificial intelligence regulations may limit the development, deployment, or adoption of our technology.

Our intended business activities are subject to a variety of domestic and international laws and regulations governing healthcare services, patient data, data privacy, and the use of artificial intelligence. These regulatory frameworks are complex, evolving, and may vary significantly by jurisdiction.

Regulations applicable to healthcare technology may include requirements related to patient privacy, data protection, clinical validation, licensing of healthcare services, and the use of software in medical decision-making. In addition, emerging regulatory frameworks governing artificial intelligence may impose new obligations related to transparency, accountability, data usage, and system performance.

Compliance with these laws and regulations may require significant time, effort, and expense, and may delay or limit our ability to develop, deploy, or commercialize our technology. Failure to comply with applicable regulatory requirements could result in fines, penalties, legal liability, reputational harm, or restrictions on our operations.

Furthermore, regulatory requirements may change over time, and new laws or regulations may be enacted that impose additional obligations or restrictions. Such changes could require us to modify our technology, business practices, or market strategy, which could have a material adverse effect on our business.

Our technology has not been clinically validated and may not achieve acceptance in the healthcare market.

Our artificial intelligence healthcare platform is currently under development and has not been clinically validated or widely tested in real-world healthcare environments. As a result, there can be no assurance that our technology will produce accurate, reliable, or clinically meaningful results.

Healthcare providers, institutions, and other potential users may be reluctant to adopt new technologies that have not been validated through clinical studies or regulatory review processes. In addition, concerns regarding accuracy, reliability, or liability associated with the use of artificial intelligence in healthcare settings may limit adoption.

Even if our technology performs as intended, market acceptance will depend on a number of factors, including demonstrated clinical utility, ease of integration with existing systems, cost-effectiveness, and compliance with applicable regulations. If our technology fails to achieve market acceptance, our business prospects could be materially adversely affected.

The use of artificial intelligence in healthcare raises ethical, legal, and operational concerns that may impact adoption.

The use of artificial intelligence in healthcare presents a range of ethical, legal, and operational challenges. These include concerns related to data privacy, algorithmic bias, transparency of decision-making processes, and the potential for errors or unintended outcomes.

Healthcare providers and regulators may require that artificial intelligence systems meet certain standards for explainability, reliability, and fairness. Failure to meet these expectations could limit the adoption of our technology or result in regulatory scrutiny.

In addition, the use of artificial intelligence in clinical or operational settings may raise questions regarding responsibility and liability in the event of incorrect or adverse outcomes. Such concerns may discourage adoption by healthcare providers or lead to increased regulatory oversight.

Public perception and trust in artificial intelligence technologies may also influence adoption. Negative publicity, regulatory developments, or high-profile incidents involving artificial intelligence systems could adversely affect market acceptance of our technology.

Market adoption of our technology may be slower than anticipated or may not occur at all.

The adoption of new healthcare technologies, particularly those involving artificial intelligence, can be slow and subject to a variety of barriers. These may include regulatory approval processes, integration challenges with existing healthcare systems, cost considerations, and resistance to change within healthcare organizations.

Healthcare providers may require significant evidence of clinical and economic benefits before adopting new technologies. In addition, the implementation of new systems may require training, workflow adjustments, and investment in supporting infrastructure.

There can be no assurance that our technology will achieve widespread adoption within the healthcare industry or that adoption will occur within the timeframes we anticipate. If adoption is slower than expected or does not occur, our ability to generate revenue and achieve profitability could be materially adversely affected.

RISKS RELATED TO OUR TECHNOLOGY AND INTELLECTUAL PROPERTY

Our technology is complex and may contain errors, defects, or vulnerabilities that could adversely affect our business.

Our artificial intelligence-enabled healthcare technology platform is inherently complex and involves the integration of software systems, machine learning models, data processing tools, and analytical components. Such systems may contain undetected errors, defects, or security vulnerabilities, particularly during the development stage.

Errors or defects in our technology could result in inaccurate outputs, system failures, interruptions in service, or compromised data integrity. In the context of healthcare-related applications, such issues may have heightened consequences, including potential harm to users, loss of confidence in our technology, and exposure to legal liability.

In addition, our systems may be vulnerable to cybersecurity risks, including unauthorized access, data breaches, or other malicious activities. Any failure to adequately identify, manage, or remediate such issues could result in reputational damage, regulatory scrutiny, loss of business opportunities, or financial losses.

Our use of open-source software may subject us to additional risks and obligations.

We utilize, and expect to continue to utilize, open-source software components in the development of our technology. Open-source software is typically governed by license agreements that may impose certain obligations, including requirements to disclose source code, license derivative works under the same terms, or comply with specific attribution requirements.

Failure to comply with applicable open-source license terms could result in legal claims, require us to release proprietary source code, or limit our ability to commercialize our technology. In addition, open-source software may be more susceptible to security vulnerabilities, as the source code is publicly available, and may not be supported or maintained to the same extent as proprietary software.

While we implement processes intended to manage open-source software use and compliance, there can be no assurance that such measures will be sufficient to prevent unintended consequences.

We may be unable to adequately protect our intellectual property, which could adversely affect our competitive position.

Our success depends, in part, on our ability to protect our intellectual property, including software, algorithms, models, datasets, and other proprietary technologies. We rely on a combination of contractual protections, trade secrets, copyrights, trademarks, and, where applicable, patent registrations to safeguard our intellectual property.

These protections may be insufficient to prevent unauthorized use, disclosure, or misappropriation of our intellectual property. Third parties may independently develop technologies that are similar to or competitive with ours, or may attempt to replicate aspects of our platform.

Enforcement of intellectual property rights can be costly, time-consuming, and uncertain, particularly in jurisdictions with less developed legal frameworks. Any failure to protect our intellectual property could diminish our competitive advantage and adversely affect our business.

Certain of our intellectual property was acquired from a related party, and any dispute or defect in title could adversely affect our business.

In February 2026, we acquired certain intellectual property and related assets from our Chief Executive Officer pursuant to an asset purchase agreement. As a result, our business depends on intellectual property that was originally developed, owned, or controlled by a related party.

Although we believe that we have obtained valid rights to such intellectual property, there can be no assurance that such rights will not be challenged, that all necessary assignments have been properly executed, or that additional actions will not be required to perfect or maintain our ownership interests.

Any dispute, claim, or defect in title relating to our intellectual property could result in legal proceedings, require us to obtain additional rights or licenses, or limit our ability to use such intellectual property. Any of the foregoing could have a material adverse effect on our business.

Our intellectual property is held and/or operated through a foreign subsidiary, which may present additional risks in protection and enforcement.

Certain of our intellectual property is held by, or utilized through, our wholly-owned subsidiary organized in Venezuela. As a result, the protection and enforcement of our intellectual property rights may be subject to the laws, regulations, and judicial systems of foreign jurisdictions.

The legal frameworks governing intellectual property in such jurisdictions may be less predictable or less developed than those in the United States. Enforcement of intellectual property rights may be more difficult, time-consuming, and costly, and remedies for infringement may be limited.

In addition, political, economic, or regulatory conditions in such jurisdictions may impact our ability to maintain, protect, or enforce our intellectual property rights. Any inability to effectively protect our intellectual property in foreign jurisdictions could adversely affect our business and competitive position.

We may be subject to claims that we infringe the intellectual property rights of third parties.

We may be subject to claims or allegations that our technology infringes, misappropriates, or otherwise violates the intellectual property rights of third parties. Such claims may arise from competitors, technology providers, or other parties.

Defending against intellectual property claims can be costly, time-consuming, and may divert management’s attention and resources. If we are found to infringe the intellectual property rights of others, we may be required to obtain licenses, pay damages, modify our technology, or discontinue the use of certain components.

There can be no assurance that licenses will be available on commercially reasonable terms, if at all. Any such claims or outcomes could have a material adverse effect on our business, financial condition, and results of operations.

Our technology relies on data, and limitations in access to quality data could adversely affect performance.

Our artificial intelligence models and analytics capabilities depend on access to relevant, high-quality data. Limitations in the availability, accuracy, or completeness of data could impair the performance of our technology.

In addition, restrictions related to data privacy, data sharing, or regulatory requirements may limit our ability to collect, process, or utilize data. If we are unable to obtain sufficient data or if data quality is inadequate, our technology may produce less reliable or useful outputs, which could negatively impact adoption and commercial viability.

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RISKS ASSOCIATED WITH OUR COMMON STOCK

Our common stock is subject to the SEC’s “penny stock” rules, which may limit liquidity.

Our common stock is considered a “penny stock” under SEC rules. These rules impose additional requirements on broker-dealers and may reduce trading activity, liquidity, and market value of our shares.

Future issuances of common stock could dilute existing shareholders.

We are authorized to issue a substantial number of shares of common stock. Future equity financings or issuances could result in significant dilution to existing shareholders and may adversely affect the market price of our common stock.

We do not anticipate paying dividends.

We do not expect to declare or pay dividends in the foreseeable future. Investors seeking income from dividends should not rely on an investment in our common stock.

ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

The following discussion and analysis is intended as a review of significant factors affecting the Company’s financial condition and results of operations for the periods indicated. The discussion should be read in conjunction with the Company’s financial statements and the notes presented herein. In addition to historical information, the following Management’s Discussion and Analysis of Financial Condition and Results of Operations contains forward-looking statements that involve risks and uncertainties. The Company’s actual results could differ significantly from those anticipated in these forward-looking statements as a result of the risk factors set forth above in Item 1A and other factors discussed in this Annual Report.

Results of Operations for the Years Ended December 31, 2025 and 2024

Revenues

We had no revenue for the years ended December 31, 2025 and 2024, respectively.

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Operating Expenses

Operating expenses increased to $171,852 for the year ended December 31, 2024, from $3,297,858 for the year ended December 31, 2024. The increase in operating expenses was the result of increased stock-based compensation for the year ended December 31, 2024.

Other Income (Expenses)

We had other expenses of $35,633 for the year ended December 31, 2025, as compared with other income of $36,820 for the year ended December 31, 2024.

Our other expenses for the year ended December 31, 2025, consisted mainly of interest expense. Our other expenses for the year ended December 31, 2024 consisted mainly of interest expense netted against a gain on settlement of debt.

Net Loss

We recorded a net loss of $207,485 for the year ended December 31, 2025, as compared with a net loss of $3,261,038 for the year ended December 31, 2024.

Liquidity and Capital Resources

Going concern – The accompanying financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The Company has incurred cumulative net losses of $29,600,786 since its inception and requires capital for its contemplated operational and marketing activities to take place. The Company’s ability to generate the necessary funds through licensing of its core products or the ability to raise additional capital through the future issuances of common stock or debt is unknown. The obtainment of additional financing, the successful development of the Company’s contemplated plan of operations, and its transition, ultimately, to the attainment of profitable operations are necessary for the Company to continue operations. These factors, among others, raises substantial doubt about the Company’s ability to continue as a going concern. The consolidated financial statements of the Company do not include any adjustments that may result from the outcome of these aforementioned uncertainties.

As of December 31, 2025, we had total current assets of $0 and total assets in the amount of $0. Our total current liabilities as of December 31, 2025, were $630,860. We had a working capital deficit of $630,860 as of December 31, 2024, compared with a working capital deficit of $573,575 as of December 31, 2025.

Operating activities used $205,797 in cash for the year ended December 31, 2025, as compared with $66,834 used for the year ended December 31, 2024. Our negative operating cash flows for 2025 was the result of our net loss for the year, mainly offset by changes in operating assets and liabilities and shares issued for services. Our negative operating cash flows for 2024 was the result of our net loss for the year, mainly offset by changes in operating assets and liabilities, shares issued for services and loss on acquisition of assets.

Cash flows provided by financing activities during the year ended December 31, 2025 amounted to $205,797, as compared with cash provided of $66,834 for the year ended December 31, 2024. Our positive financing cash flow for the year ended December 31, 2025 resulted from the sales of common stock and proceeds from notes payable. Our positive financing cash flow for the year ended December 31, 2024 resulted from proceeds from notes payable.

The features of the debt instruments and payables concerning our financing activities are detailed in the footnotes to our financial statements.

Based upon our current financial condition, we do not have sufficient cash to operate our business at the current level for the next twelve months. We intend to fund operations through increased sales and debt and/or equity financing arrangements, which may be insufficient to fund expenditures or other cash requirements. We plan to seek additional financing in a private equity offering to secure funding for operations. There can be no assurance that we will be successful in raising additional capital.

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