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Item 5. Market for Registrant’s Common Equity

2024-05-28 compared with 2023-06-14 · 305 added, 209 removed, 582 unchanged (47% of the section changed)

MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER

MATTERS AND ISSUER PURCHASE OF EQUITY SECURITIES

Market Information

AITX’s common stock began trading on the “Over

the Counter” Bulletin Board (“OTC”) under the symbol “AITX” in June 2011 and as AITX on August 24, 2018.

The following table sets forth, for the period indicated, the prices of the common stock in the over-the-counter market, as reported and

summarized by OTC Markets Group, Inc.

On August 24, 2018, the Company undertook a 100:1 reverse stock split and on March 27, 2020 a 10,000:1

reverse split.

The share capital has been retrospectively adjusted accordingly to reflect this reverse stock split, except for the conversion

price of certain convertible notes as the conversion price is not subject to adjustment from forward and reverse stock splits.

These quotations represent inter-dealer quotations,

without adjustment for retail markup, markdown, or commission and may not represent actual transactions.

There is an absence of an established

trading market for the Company’s common stock, as the market is limited, sporadic and highly volatile, which may affect the prices

listed below.

MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASE OF EQUITY SECURITIES

common stock began trading on the “Over the Counter” Bulletin Board (“OTC”) under the symbol “AITX”

in June 2011 and as AITX on August 24, 2018.

The following table sets forth, for the period indicated, the prices of the common stock

in the over-the-counter market, as reported and summarized by OTC Markets Group, Inc.

On August 24, 2018, the Company undertook a 100:1

reverse stock split and on March 27, 2020 a 10,000:1 reverse split.

The share capital has been retrospectively adjusted accordingly to

reflect this reverse stock split, except for the conversion price of certain convertible notes as the conversion price is not subject

to adjustment from forward and reverse stock splits.

quotations represent inter-dealer quotations, without adjustment for retail markup, markdown, or commission and may not represent actual

transactions.

There is an absence of an established trading market for the Company’s common stock, as the market is limited, sporadic

and highly volatile, which may affect the prices listed below.

Fiscal Year Ended February 29, 2024:

8 unchanged sentences

Quarter ended May 31, 2023

On April 3, 2022, the closing price per share of the

Company’s common stock as quoted on the OTC was $0.0057.

To date, we have not paid dividends on shares of the

Company’s 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, AITX’s financial condition, and other factors deemed

relevant by its Board of Directors.

Holders of Common Stock

As of April 3, 2023, there were 84 holders of AITX’s

common stock of which 21 were active.

The number of foregoing holders does not include beneficial owners of common stock whose shares

are held in the names of banks, brokers, nominees or other fiduciaries.

The Company is authorized to issue 7.225,000,000 shares

of common stock, with a par value of $0.00001.

The closing price of its common stock on April 3, 2023, as quoted by OTC Markets Group,

Inc., was $0.0057.

There were 5,919,914,956 shares of common stock issued and outstanding as of April 3, 2023.

All shares of common stock

have one vote per share on all matters including election of directors, without provision for cumulative voting.

The common stock is not

redeemable and has no conversion or preemptive rights.

The common stock currently outstanding is validly issued, fully paid and non-assessable.

In the event of liquidation of the Company, the holders of common stock will share equally in any balance of its assets available for

distribution to them after satisfaction of creditors and preferred shareholders, if any.

The holders of the Company’s common are

entitled to equal dividends and distributions per share with respect to the common stock when, as and if, declared by the Board of Directors

from funds legally available.

Our Articles of Incorporation, Bylaws, and the applicable

statutes of the state of Nevada contain a more complete description of the rights and liabilities of holders of our securities.

During the years ended February 28, 2023 and February

28, 2022, there was no modification of any instruments defining the rights of holders of the Company’s common stock and no limitation

or qualification of the rights evidenced by the Company’s common stock as a result of the issuance of any other class of securities

or the modification thereof.

Non-cumulative voting

Holders of shares of the Company’s common stock

do not have cumulative voting rights, which means that the holders of more than 50% of the outstanding shares, voting for the election

of directors, can elect all of the directors to be elected, if they so choose, and, in that event, the holders of the remaining shares

will not be able to elect any of our directors.

Securities Authorized for Issuance under Equity

Compensation Plans

On April 14, 2021 the Company adopted an Incentive

Stock Option Plan where full details are disclosed in Exhibit 10.1 of the Company’s 8K filing of April 20,2021.

Under the plan the

Company may grant options to service providers and employees to acquire up to 5,000,000 shares of the Company’s common stock.

options will be under the varying terms and conditions of an agreement but the exercise price cannot be lower than 100% to 110% of the

fair value of the stock at date of grant and the term of the grant can be no longer than 5 years.

On August 11, 2022 the Company amended

the 2021 Plan increasing the maximum number of shares applicable to the 2021 Plan from 5,000,000 to 100,000,000.

On September 1, 2022, the Company as part of the afore-mentioned

Incentive Stock Option Plan issued 100,000,000 shares to 64 employees.

The shares were issued with an exercise price of $0.02, vest after

4 years with a 5 year term having a fair value of $1,020,000.

For the year ended February 28, 2023 the Company recorded $122,050 in stock-based

compensation.

At February 28, 2023 there remains 95,725,000 options outstanding.

The following table shows the number of shares of

common stock that could be issued upon exercise of outstanding options and warrants, the weighted average exercise price of the outstanding

options and warrants, and the remaining shares available for future issuance at February 29, 2023.

May 22, 2024, the closing price per share of the Company’s common stock as quoted on the OTC was $0.0074.

date, we have not paid dividends on shares of the Company’s 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, AITX’s

financial condition, and other factors deemed relevant by its Board of Directors.

of Common Stock

of May 22, 2024, there were 100 holders of AITX’s common stock of which 33 were active.

The number of foregoing holders does not

include beneficial owners of common stock whose shares are held in the names of banks, brokers, nominees or other fiduciaries.

Company is authorized to issue 15,000,000,000 shares of common stock, with a par value of $0.00001.

The closing price of its common stock

on May 22, 2024, as quoted by OTC Markets Group, Inc., was $0.0074.

There were 10,318,917,383 shares of common stock issued and outstanding

as of May 22, 2024.

All shares of common stock have one vote per share on all matters including election of directors, without provision

for cumulative voting.

The common stock is not redeemable and has no conversion or preemptive rights.

The common stock currently outstanding

is validly issued, fully paid and non-assessable.

In the event of liquidation of the Company, the holders of common stock will share

equally in any balance of its assets available for distribution to them after satisfaction of creditors and preferred shareholders, if

The holders of the Company’s common are entitled to equal dividends and distributions per share with respect to the common

stock when, as and if, declared by the Board of Directors from funds legally available.

Articles of Incorporation, Bylaws, and the applicable statutes of the state of Nevada contain a more complete description of the rights

and liabilities of holders of our securities.

the years ended February 29, 2024 and February 28, 2023, there was no modification of any instruments defining the rights of holders

of the Company’s common stock and no limitation or qualification of the rights evidenced by the Company’s common stock as

a result of the issuance of any other class of securities or the modification thereof.

Non-cumulative

of shares of the Company’s common stock do not have cumulative voting rights, which means that the holders of more than 50% of

the outstanding shares, voting for the election of directors, can elect all of the directors to be elected, if they so choose, and, in

that event, the holders of the remaining shares will not be able to elect any of our directors.

Authorized for Issuance under Equity Compensation Plans

April 14, 2021 the Company adopted an Incentive Stock Option Plan where full details are disclosed in Exhibit 10.1 of the Company’s

8K filing of April 20,2021.

Under the plan the Company may grant options to service providers and employees to acquire up to 5,000,000

shares of the Company’s common stock.

The options will be under the varying terms and conditions of an agreement but the exercise

price cannot be lower than 100% to 110% of the fair value of the stock at date of grant and the term of the grant can be no longer than

On August 11, 2022 the Company amended the 2021 Plan increasing the maximum number of shares applicable to the 2021 Plan from

5,000,000 to 100,000,000.

September 1, 2022, the Company as part of the afore-mentioned Incentive Stock Option Plan issued 100,000,000 shares to 64 employees.

The shares were issued with an exercise price of $0.02, vest after 4 years with a 5 year term having a fair value of $1,020,000.

the year ended February 28, 2023 the Company recorded $122,050 in stock-based compensation.

At February 28, 2023 there remains 95,725,000

options outstanding.

For the year ended February 29, 2024 the Company recorded $198,357 in stock-based compensation.

At February 28,

2023 there remains 95,725,000 options outstanding.

September 1, 2023, the Company as an addition to the afore-mentioned Incentive Stock Option Plan issued 114,217,035 shares to 48 employees.

The shares were issued with an exercise price of $0.02, vest after 4 years with a 5 year term having a fair value of $593,929.

year ended February 29, 2024 the Company recorded $74,241 in stock-based compensation.

following table shows the number of shares of common stock that could be issued upon exercise of outstanding options and warrants, the

weighted average exercise price of the outstanding options and warrants, and the remaining shares available for future issuance at February

Plan Category

12 unchanged sentences

Equity compensation plans not approved by security holders.

Preferred Stock

The Company is authorized to issue up to 20,000,000

shares of $0.001 par value preferred stock.

The board of directors is authorized to designate any series of preferred stock up to the

total authorized number of shares.

Series E Preferred Stock

The Board of Directors has designated 4,350,000 shares

of Series E Preferred Stock.

As of the date of this report, there are 3,350,000 shares of Series E Preferred Stock outstanding.

E Preferred Stock ranks subordinate to the Company’s common stock as to distributions of assets upon liquidation, dissolution or

winding up of the Corporation.

The Series E preferred stock is non-redeemable, does not have rights upon liquidation of the Company and

does not receive dividends.

The outstanding shares of Series E Preferred Stock have the right to take action by written consent or vote

based on the number of votes equal to twice the number of votes of all outstanding shares of equity instruments with voting rights.

a result, the holders of Series E Preferred Stock have 2/3rds of the voting power of all shareholders at any time corporate action requires

a vote of shareholders.

Series F Convertible Preferred Stock

The Board of Directors has designated 4,350 shares

of Series F Convertible Preferred Stock with a par value of $1.00 per share.

As of the date of this report, there are 2,532 shares of

Series F Convertible Preferred Stock outstanding.

The Series F Convertible Preferred Stock is non-redeemable, does not have rights upon

liquidation of the Company, does not have voting rights and does not receive dividends.

Each holder may, at any time and from time to

time convert all, but not less than all, of their shares of Series F Convertible Preferred Stock into a number of fully paid and nonassessable

shares of common stock determined by multiplying the number of issued and outstanding shares of common stock of the Company on the date

of conversion by three and 45 100ths (3.45) on a pro rata basis.

So long as any shares of Series F Convertible Preferred Stock are outstanding,

the Company shall not, without first obtaining the approval of the majority of the holders:

(a) alter or change the rights, preferences

or privileges of any capital stock of the Company so as to affect adversely the Series F convertible preferred stock;

any Senior Securities;

Company is authorized to issue up to 20,000,000 shares of $0.001 par value preferred stock.

The board of directors is authorized to designate

any series of preferred stock up to the total authorized number of shares.

B Convertible, Redeemable Preferred Stock

board of directors has designated 5,000 shares of Series B Convertible, Redeemable Preferred Stock with a par value of $0.001 per share.

As of the date of this report, there are no shares of Series B Preferred Stock outstanding.

The Series B Convertible Preferred Stock

are redeemable at $1,200 per share, rank in priority to common stock and common stock equivalents upon liquidation of the Company, have

voting rights on a converted basis and receives quarterly dividends of 8%.

Each holder may, at any time and from time to time convert

all, but not less than all, of their shares of Series B Convertible, Redeemable Preferred Stock into a number of fully paid and nonassessable

shares of common stock determined by dividing the redemption value by the Conversion Price.

The Conversion price is equal to the lower

of (1) a fixed price equaling the closing bid price of the Common Stock on the trading day immediately preceding the date of the acquisition

of the shares and (2) the lowest traded price of the Common Stock during the ten (10) calendar days immediately preceding, but not including,

the Conversion Date.

Following an event of default,” as defined in the Purchase Agreement, the Conversion price shall equal the

(a) the then applicable Conversion Price;

or (b) a price per share equaling eighty five percent (85%) of the lowest traded

price for the Company’s common stock during the fifteen (15) Trading Days immediately preceding, but not including, the Conversion

Each share of Preferred Stock shall be entitled to receive, and the Corporation shall pay, cumulative dividends of eight percent

(8%) per annum, payable quarterly, beginning on the Original Issuance Date and ending on the date that such share of Preferred Share

has been converted or redeemed.

Dividends may be paid in cash or in shares of Preferred Stock at the discretion of the Company.

Any dividends

that are not paid a shall continue to accrue and shall entail a late fee, which must be paid in cash, at the rate of 14% per annum or

the lesser rate permitted by applicable law which shall accrue and compound daily from the dividend payment date through and including

the date of actual payment in full.

On the thirtieth day following the issue date of this Preferred Stock the Company shall have the

obligation to redeem one-third of the Preferred Stock outstanding for a redemption price equal to the redemption value of each such share

of Preferred Stock, plus any accrued but unpaid dividends, plus all other amounts due to the Holder including, but not limited to Late

Fees, liquidated damages and the legal fees and expenses of the Holder’s counsel.

On the sixtieth (60 th ) calendar day

following the date Preferred Stock is issued, the Corporation shall have the obligation to redeem one-half of the Preferred Stock then

outstanding for the redemption price.

On the ninetieth (90 th ) calendar day following the date Preferred Stock is issued, the

Corporation shall have the obligation to redeem all of the Preferred Stock then outstanding for the redemption price.

From the date of

issuance until the date no shares of Series B Preferred Stock are issued and outstanding, unless Holders of at least 75% in Stated Value

of the then outstanding shares of Preferred Stock shall have otherwise given prior written consent, the Corporation shall not, and shall

not permit any of the Subsidiaries to, directly or indirectly:

other than Permitted Indebtedness, enter into, create, incur, assume, guarantee or suffer to exist any indebtedness for borrowed money

of any kind, including but not limited to, a guarantee, on or with respect to any of its property or assets now owned or hereafter acquired

or any interest therein or any income or profits therefrom;

(b) other than Permitted Liens, enter into, create, incur, assume or suffer

to exist any Liens of any kind, on or with respect to any of its property or assets now owned or hereafter acquired or any interest therein

or any income or profits therefrom;

bylaws, in any manner that materially and adversely affects any rights of the Holder;

(d) repay, repurchase or offer to repay, repurchase

or otherwise acquire of any shares of its Common Stock, Common Stock Equivalents or Junior Securities, other than as to the Conversion

Shares as permitted or required under the Transaction Documents:

(e) pay cash dividends or distributions on Junior Securities of the

f) enter into any transaction with any Affiliate of the Corporation which would be required to be disclosed in any public

filing with the Commission, unless such transaction is made on an arm’s-length basis and expressly approved by a majority of the

disinterested directors of the Corporation (even if less than a quorum otherwise required for board approval);

or(g) enter into any agreement

with respect to any of the foregoing.

E Preferred Stock

Board of Directors has designated 4,350,000 shares of Series E Preferred Stock.

As of the date of this report, there are 3,350,000 shares

of Series E Preferred Stock outstanding.

The Series E Preferred Stock ranks subordinate to the Company’s common stock as to distributions

of assets upon liquidation, dissolution or winding up of the Corporation.

The Series E preferred stock is non-redeemable, does not have

rights upon liquidation of the Company and does not receive dividends.

The outstanding shares of Series E Preferred Stock have the right

to take action by written consent or vote based on the number of votes equal to twice the number of votes of all outstanding shares of

equity instruments with voting rights.

As a result, the holders of Series E Preferred Stock have 2/3rds of the voting power of all shareholders

at any time corporate action requires a vote of shareholders.

F Convertible Preferred Stock

Board of Directors has designated 4,350 shares of Series F Convertible Preferred Stock with a par value of $1.00 per share.

date of this report, there are 2,533 shares of Series F Convertible Preferred Stock outstanding.

The Series F Convertible Preferred Stock

is non-redeemable, does not have rights upon liquidation of the Company, does not have voting rights and does not receive dividends.

Each holder may, at any time and from time to time convert all, but not less than all, of their shares of Series F Convertible Preferred

Stock into a number of fully paid and nonassessable shares of common stock determined by multiplying the number of issued and outstanding

shares of common stock of the Company on the date of conversion by three and 45 100ths (3.45) on a pro rata basis.

So long as any shares

of Series F Convertible Preferred Stock are outstanding, the Company shall not, without first obtaining the approval of the majority

of the holders:

(a) alter or change the rights, preferences or privileges of any capital stock of the Company so as to affect adversely

the Series F convertible preferred stock;

(b) create any Senior Securities;

(d) do any act or thing not authorized or contemplated by the Certificate

of Designation which would result in any taxation with respect to the Series F Convertible Preferred Stock under Section 305 of the

Internal Revenue Code of 1986, as amended, or any comparable provision of the Internal Revenue Code as hereafter from time to time amended,

(or otherwise suffer to exist any such taxation as a result thereof).

Series G Preferred Stock

The board of directors has designated 100,000 shares

of Series G Preferred Stock.

As of the date of this report, there are no shares of Series G Preferred Stock outstanding.

preferred stock does not have voting rights, does not have rights upon liquidation of the Company and does not receive dividends.

Transfer Agent and Registrar

The Transfer Agent for our capital stock is Transhare

with an address at 15500 Roosevelt Boulevard, Suite 302, Clearwater, Florida 33760.

Their telephone number is Office phone:

303-662-1112.

Recent Sales of Unregistered Securities

The following is a summary of transactions by AITX

involving sales of its securities that were not registered under the Securities Act.

(d) do any act or thing

not authorized or contemplated by the Certificate of Designation which would result in any taxation with respect to the Series F Convertible

Preferred Stock under Section 305 of the Internal Revenue Code of 1986, as amended, or any comparable provision of the Internal Revenue

Code as hereafter from time to time amended, (or otherwise suffer to exist any such taxation as a result thereof).

G Redeemable Preferred Stock

board of directors has designated 100,000 shares of Series G Preferred Stock.

As of the date of this report, there are no shares of Series

G Preferred Stock outstanding.

The Series G preferred stock does not have voting rights, rank prior to all of the Corporation’s

common stock and subordinate and junior to all shares of Series F Preferred Stock and pari passu with any of the Corporation’s

preferred stock hereafter issued as to distributions of assets upon dissolution or winding up of the Corporation, whether voluntary or

involuntary, and does not receive dividends.

At any time, the Corporation may, at its option, redeem for cash out of funds legally available

therefor, any or all of the outstanding Preferred Stock (“Optional Redemption”) at $1,000 per share.

Sales of Unregistered Securities

following is a summary of transactions by AITX involving sales of its securities that were not registered under the Securities Act.

Transaction (*)

1 unchanged sentence

Interest Converted

Fees Converted

Total Amount Converted

Shares Issued**

Number of shares outstanding February 28, 2017

36 unchanged sentences

Transaction (*)

Principal Converted

Interest Converted

Fees Converted

Total Amount Converted

Shares Issued**

April 16, 2018

40 unchanged sentences

Transaction (*)

Principal Converted

Interest Converted

Fees Converted

Total Amount Converted

Shares Issued**

October 10, 2018

53 unchanged sentences

Transaction (*)

Principal Converted

Interest Converted

Fees Converted

Total Amount Converted

Shares Issued**

January 30, 2019

36 unchanged sentences

Transaction (*)

Principal Converted

Interest Converted

Fees Converted

Total Amount Converted

Shares Issued**

September 4, 2019

51 unchanged sentences

Transaction (*)

Principal Converted

Interest Converted

Fees Converted

Total Amount Converted

Shares Issued**

Rounding shares

9 unchanged sentences

Transaction (*)

Principal Converted

Interest Converted

Fees Converted

Total Amount Converted

Shares Issued**

June 17, 2020

41 unchanged sentences

Transaction (*)

Principal Converted

Interest Converted

Fees Converted

Total Amount Converted

Shares Issued**

July 23, 2020

53 unchanged sentences

Transaction (*)

Principal Converted

Interest Converted

Fees Converted

Total Amount Converted

Shares Issued**

October 5, 2020

138 unchanged sentences

Pursuant to an SEC enforcement action against a lender

(17,116,894 )

September 7, 2022

71 unchanged sentences

5,836,641,599

* Conversions occur at discounts ranging from 40-50% of average market

Consideration

Shares Issued

March 13, 2023

Common stock issued pursuant to share purchase agreement at 85% VWAP over previous 10 day period

$0.005 per share for gross proceeds of $161,778 and net proceeds (after issuance costs) of $152,664

March 23, 2023

Common stock issued pursuant to share purchase agreement at 85% VWAP over previous 10 day period

$0.005 per share for gross proceeds of $135,635 and net proceeds (after issuance costs) of $127,828

March 31, 2023

Common stock issued pursuant to share purchase agreement at 92% VWAP over previous 3 day period

$0.005 per share for gross proceeds of $117,378 and net proceeds (after issuance costs) of $110,484

April 12, 2023

Common stock issued pursuant to share purchase agreement at 85% VWAP over previous 10 day period

$0.004 per share for gross proceeds of $119,957 and net proceeds (after issuance costs) of $112,934

April 18, 2023

Common stock issued pursuant to share purchase agreement at 85% VWAP over previous 10 day period

$0.005 per share for gross proceeds of $151,915 and net proceeds (after issuance costs) of $143,294

April 26, 2023

Common stock issued pursuant to share purchase agreement at 85% VWAP over previous 10 day period

$0.005 per share for gross proceeds of $110,537 and net proceeds (after issuance costs) of $103,985

Common stock issued pursuant to share purchase agreement at 85% VWAP over previous 10 day period

$0.005 per share for gross proceeds of $93,123 and net proceeds (after issuance costs) of $87,442

Common stock issued pursuant to share purchase agreement at 85% VWAP over previous 10 day period

$0.005 per share for gross proceeds of $84,864 and net proceeds (after issuance costs) of $79,595

Common stock issued pursuant to share purchase agreement at 85% VWAP over previous 10 day period

$0.005 per share for gross proceeds of $101,796 and net proceeds (after issuance costs) of $95,681

Common stock issued pursuant to share purchase agreement at 85% VWAP over previous 10 day period

$0.005 per share for gross proceeds of $116,821 and net proceeds (after issuance costs) of $109,954

Common stock issued pursuant to share purchase agreement at 85% VWAP over previous 10 day period

$0.005 per share for gross proceeds of $206,391 and net proceeds (after issuance costs) of $195,046

Common stock issued for services

Shares having a fair value of $109,200

Common stock issued pursuant to share purchase agreement at 85% VWAP over previous 10 day period

$0.005 per share for gross proceeds of $688,795 and net proceeds (after issuance costs) of $653,331

June 13, 2023

Common stock issued pursuant to share purchase agreement at 85% VWAP over previous 10 day period

$0.008 per share for gross proceeds of $1,129,846 and net proceeds (after issuance costs) of $1,072,329

June 23, 2023

Common stock issued pursuant to share purchase agreement at 85% VWAP over previous 10 day period

$0.006 per share for gross proceeds of $482,713 and net proceeds (after issuance costs) of $457,552

July 11, 2023

Common stock issued pursuant to share purchase agreement at 85% VWAP over previous 10 day period

$0.006 per share for gross proceeds of $621,166 and net proceeds (after issuance costs) of $606,717

July 24, 2023

Common stock issued for services

Shares having a fair value of $118,400

July 24, 2023

Common stock issued for services

Shares having a fair value of $44,460

July 27, 2023

Common stock issued pursuant to share purchase agreement at 85% VWAP over previous 10 day period

$0.005 per share for gross proceeds of $$634,182 and net proceeds (after issuance costs) of $620,473

August 14, 2023

Common stock issued pursuant to share purchase agreement at 85% VWAP over previous 10 day period

$0.005 per share for gross proceeds of $757,212 and net proceeds (after issuance costs) of $741,044

August 29, 2023

Common stock issued pursuant to share purchase agreement at 85% VWAP over previous 10 day period

$0.004 per share for gross proceeds of $658,880 and net proceeds (after issuance costs) of $644,678

September 21, 2023

Common stock issued pursuant to share purchase agreement at 85% VWAP over previous 10 day period

$0.003 per share for gross proceeds of $377,244 and net proceeds (after issuance costs) of $368,655

October 10, 2023

Common stock issued pursuant to share purchase agreement at 85% VWAP over previous 10 day period

$0.002 per share for gross proceeds of $282,315and net proceeds (after issuance costs) of $269,998

Consideration

Shares Issued

October 25, 2023

Common stock issued pursuant to share purchase agreement at 85% VWAP over previous 10 day period

$0.002 per share for gross proceeds of

$272,093 and net proceeds (after issuance costs) of $ 260,185

November 9, 2023

Common stock issued pursuant to share purchase agreement at 85% VWAP over previous 10 day period

$0.002 per share for gross proceeds of

$255,392 and net proceeds (after issuance costs) of $244,151

November 24, 2023

Common stock issued pursuant to share purchase agreement at 92% VWAP over previous 3 day period

$0.002 per share for gross proceeds of $281,453 and net proceeds (after issuance costs) of $269,169

December 13, 2023

Common stock issued pursuant to share purchase agreement at 85% VWAP over previous 10 day period

$0.002 per share for gross proceeds of $1,007,152 and net proceeds (after issuance costs) of $965,841

December 29, 2023

Common stock issued pursuant to share purchase agreement at 85% VWAP over previous 10 day period

$0.002 per share for gross proceeds of $516,106 and net proceeds (after issuance costs) of $494,437

January 16, 2024

Common stock issued pursuant to share purchase agreement at 85% VWAP over previous 10 day period

$0.002 per share for gross proceeds of $775,600 and net proceeds (after issuance costs) of $743,451

February 1, 2024

Common stock issued pursuant to share purchase agreement at 85% VWAP over previous 10 day period

$0.002 per share for gross proceeds of $552,964 and net proceeds (after issuance costs) of $529,821

February 16, 2024

Common stock issued pursuant to share purchase agreement at 85% VWAP over previous 10 day period

$0.002 per share for gross proceeds of $589,667 and net proceeds (after issuance costs) of $565,055

Number of shares outstanding February 29, 2024

9,238,750,958

Conversions occur at discounts ranging from 40-50% of average market price

Shares adjusted for reverse stock splits:

1 on August 24, 2018

and 10,000:1 on March 27, 2020

1 on August 24, 2018 and 10,000:1 on March 27, 2020

Total proceeds $600

2 unchanged sentences

At February 28, 2023 there were 12,100,000 issuable shares

In connection with the foregoing, the Registrant relied

upon the exemption from registration under the Securities Act of 1933, as amended and the rules and regulations of the Securities and

Exchange Commission thereunder, in reliance upon Section 4(a)(2) thereof and Regulation D thereunder.

Penny Stock Regulations

The Securities and Exchange Commission has adopted

regulations which generally define “penny stock” to be an equity security that has a market price of less than $5.00 per share.

Our Common Stock falls within the definition of penny stock and therefore is subject to rules that impose additional sales practice requirements

on broker-dealers who sell such securities to persons other than established customers and accredited investors (generally those with

assets in excess of $1,000,000, or annual incomes exceeding $200,000 individually, or $300,000, together with their spouse).

For transactions

covered by these rules, the broker-dealer must make a special suitability determination for the purchase of such securities and have received

the purchaser’s prior written consent to the transaction.

Additionally, for any transaction, other than exempt transactions, involving

a penny stock, the rules require the delivery, prior to the transaction, of a risk disclosure document mandated by the Securities and

Exchange Commission relating to the penny stock market.

The broker-dealer must also 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.

the broker-dealer must disclose the commissions payable to both the broker-dealer and the registered representative, current quotations

for the securities and, if the broker-dealer is the sole market-maker, the broker-dealer must disclose this fact and the broker-dealer’s

presumed control over the market.

Finally, monthly statements must be sent disclosing recent price information for the penny stock held

in the account and information on the limited market in penny stocks.

Consequently, the “penny stock” rules may restrict the

ability of broker-dealers to sell our Common Stock and may affect the ability of investors to sell their Common Stock in the secondary

In addition to the “penny stock” rules

promulgated by the Securities and Exchange Commission, the Financial Industry Regulatory Authority (“FINRA”) has adopted rules

that require that in recommending an investment to a customer, a broker-dealer must have reasonable grounds for believing that the investment

is suitable for that customer.

Prior to recommending speculative low-priced securities to their non-institutional customers, broker-dealers

must make reasonable efforts to obtain information about the customer’s financial status, tax status, investment objectives and

other information.

Under interpretations of these rules, FINRA believes that there is a high probability that speculative low-priced securities

will not be suitable for at least some customers.

The FINRA requirements make it more difficult for broker-dealers to recommend that their

customers buy our common stock, which may limit the investors’ ability to buy and sell our stock.

Purchases of Equity Securities by the Registrant

and Affiliated Purchasers

We have not repurchased any shares of our common stock

during the fiscal years ended February 28, 2023 or 2022.

connection with the foregoing, the Registrant relied upon the exemption from registration under the Securities Act of 1933, as amended

and the rules and regulations of the Securities and Exchange Commission thereunder, in reliance upon Section 4(a)(2) thereof and Regulation

D thereunder.

Stock Regulations

Securities and Exchange Commission has adopted regulations which generally define “penny stock” to be an equity security

that has a market price of less than $5.00 per share.

Our Common Stock falls within the definition of penny stock and therefore is subject

to rules that impose additional sales practice requirements on broker-dealers who sell such securities to persons other than established

customers and accredited investors (generally those with assets in excess of $1,000,000, or annual incomes exceeding $200,000 individually,

or $300,000, together with their spouse).

For transactions covered by these rules, the broker-dealer must make a special suitability

determination for the purchase of such securities and have received the purchaser’s prior written consent to the transaction.

Additionally,

for any transaction, other than exempt transactions, involving a penny stock, the rules require the delivery, prior to the transaction,

of a risk disclosure document mandated by the Securities and Exchange Commission relating to the penny stock market.

The broker-dealer

must also 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.

In addition, the broker-dealer must disclose the commissions payable to both the broker-dealer

and the registered representative, current quotations for the securities and, if the broker-dealer is the sole market-maker, the broker-dealer

must disclose this fact and the broker-dealer’s presumed control over the market.

Finally, monthly statements must be sent disclosing

recent price information for the penny stock held in the account and information on the limited market in penny stocks.

Consequently,

the “penny stock” rules may restrict the ability of broker-dealers to sell our Common Stock and may affect the ability of

investors to sell their Common Stock in the secondary market.

addition to the “penny stock” rules promulgated by the Securities and Exchange Commission, the Financial Industry Regulatory

Authority (“FINRA”) has adopted rules that require that in recommending an investment to a customer, a broker-dealer must

have reasonable grounds for believing that the investment is suitable for that customer.

Prior to recommending speculative low-priced

securities to their non-institutional customers, broker-dealers must make reasonable efforts to obtain information about the customer’s

financial status, tax status, investment objectives and other information.

Under interpretations of these rules, FINRA believes that

there is a high probability that speculative low-priced securities will not be suitable for at least some customers.

The FINRA requirements

make it more difficult for broker-dealers to recommend that their customers buy our common stock, which may limit the investors’

ability to buy and sell our stock.

of Equity Securities by the Registrant and Affiliated Purchasers

have not repurchased any shares of our common stock during the fiscal years ended February 29, 2024 or February 28, 2023.

SELECTED FINANCIAL DATA

Not applicable.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 5. Market for Registrant’s Common Equity