What changed in this filing

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Item 1. Financial Statements

2025-01-14 compared with 2024-10-15 · 292 added, 260 removed, 1115 unchanged (33% of the section changed)

2 unchanged sentences

CONSOLIDATED BALANCE SHEETS

August 31, 2024

November 30, 2024

Current assets:

13 unchanged sentences

Accounts payable and accrued expenses

Advances payable- related party

Customer deposits

17 unchanged sentences

$ 0.001 par value;

8 % cumulative dividend payable quarterly, $ 1,200 stated value, 5,000 shares authorized, 0 and 0 shares issued and outstanding at August 31, 2024 and February 29, 2024, respectively

8 % cumulative dividend payable quarterly, $ 1,200 stated value, 5,000 shares authorized, 0 and 0 shares issued and outstanding at November 30, 2024 and February 29, 2024, respectively

Stockholders’ deficit:

1 unchanged sentence

15,535,000 shares authorized;

no shares issued and outstanding at August 31, 2024 and February 29, 2024, respectively

no shares issued and outstanding at November 30, 2024 and February 29, 2024, respectively

Series G Redeemable Preferred Stock.

$ 0.001 par value;

100,000 shares authorized, no shares issued and outstanding at August 31, 2024 and February 29, 2024, respectively

100,000 shares authorized, no shares issued and outstanding at November 30, 2024 and February 29, 2024, respectively

Series E Preferred Stock, $ 0.001 par value;

20 unchanged sentences

CONSOLIDATED STATEMENTS OF OPERATIONS

August 31, 2024

August 31, 2023

August 31, 2024

August 31, 2023

Purchases and overhead

Depreciation and amortization

November 30, 2024

November 30, 2023

November 30, 2024

November 30, 2023

Cost of Goods Sold

Depreciation and amortization

Total Cost of Goods Sold

Operating expenses:

16 unchanged sentences

Gain (loss) on settlement of debt

Total other expense net

Total other income (expense), net

( 1,401,076 )

6 unchanged sentences

$ ( 13,281,405 )

Net loss per share - basic

Net loss per share - diluted

Net income (loss) per share - basic

Net income (loss) per share - diluted

Weighted average common share outstanding - basic

11 unchanged sentences

CONSOLIDATED STATEMENT OF SHAREHOLDERS’ DEFICIT

Temporary Equity

Shareholder’s Deficit

Preferred Stock

Shareholders’

Stockholders’

Balance at February 28, 2023 -

3 unchanged sentences

Issuance of shares, net of $ 81,285 issuance costs

Relative fair value of Series F warrants issued with debt

Relative fair value of Series F warrants issued with loans payable

Stock based compensation

5 unchanged sentences

$ ( 34,079,117 )

Issuance of shares, net of $ 176,672

issuance costs

Shares as payment for

Issuance of shares, net of $ 176,672 issuance costs

Shares as payment for services

Stock based compensation

5 unchanged sentences

$ ( 33,947,549 )

Issuance of shares, net of $ 56,320 issuance costs

Relative fair value of Series F warrants issued with debt

Stock based compensation

( 3,966,484 )

Balance at November 30, 2023 -

7,715,143,227

$ ( 125,535,116 )

$ ( 36,192,654 )

accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

29 unchanged sentences

1,330,610,802

Issuance of shares, net of issuance costs

1,330,610,802

Debt exchanged for common stock

9 unchanged sentences

$ ( 45,470,363 )

11,706,671,042

$ ( 145,686,020 )

$ ( 45,470,363 )

Issuance of shares, net of $ 93,885 issuance costs

Issuance of shares, net of issuance costs

Stock based compensation

( 3,703,974 )

Balance at November 30, 2024

12,581,671,042

$ 102,141,607

$ ( 149,389,994 )

$ ( 47,017,621 )

12,581,671,042

$ 102,141,607

$ ( 149,389,994 )

$ ( 47,017,621 )

accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

1 unchanged sentence

CONSOLIDATED STATEMENTS OF CASH FLOWS

Six Months Ended

August 31, 2024

Six Months Ended

August 31, 2023

Nine Months Ended

November 30, 2024

Nine Months Ended

November 30, 2023

CASH FLOWS USED IN OPERATING ACTIVITIES:

8 unchanged sentences

Stock based compensation

Change in fair value of derivative liabilities

Amortization of debt discounts

6 unchanged sentences

( 2,778,439 )

( 2,004,189 )

Accounts payable and accrued expenses

Customer deposits

Deferred compensation for CEO

Customer deposits

Operating lease liabilities

8 unchanged sentences

Convertible note receivable

Reimbursement of security deposit

Net cash used in investing activities

3 unchanged sentences

Repayment of loans payable

Proceeds on issuance of Series B shares

Redemption of Series B shares

Proceeds on issuance of Series B Preferred shares

Redemption of Series B Preferred shares

Proceeds from convertible debt and warrants issued

Net cash provided by financing activities

6 unchanged sentences

Noncash investing and financing activities:

Share proceeds receivable

Transfer from device parts inventory to revenue earning devices

Cumulative Effect Adjustment RFV discount per adoption of ASU 2020-06 at March 1, 2024

Discount applied to face value of loans

Exchange of Series F preferred stock for note payable

1 unchanged sentence

Series B preferred shares issued as dividend

Series F warrants issued as part of debt

Shares issued for services

Discount applied to face value of loans

Warrants issued as part of debt

accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

30 unchanged sentences

to continue as a going concern.

the six months ended August 31, 2024, the Company had negative cash flow from operating activities of $ 6,433,906 .

As of August 31, 2024,

the Company has an accumulated deficit of $ 145,686,020 , and negative working capital of $ 32,990,606 Management does not anticipate having

positive cash flow from operations in the near future.

These factors raise a substantial doubt about the Company’s ability to continue

as a going concern for the twelve months following the issuance of these financial statements.

the nine months ended November 30, 2024, the Company had negative cash flow from operating activities of $ 8,894,284 .

As of November 30,

2024, the Company has an accumulated deficit of $ 149,389,994 , and negative working capital of $ 37,294,051 .

Management does not anticipate

having positive cash flow from operations in the near future.

These factors raise substantial doubt about the Company’s ability

to continue as a going concern for the twelve months following the issuance of these financial statements.

Company does not have the resources at this time to repay all its credit and debt obligations, make any payments in the form of dividends

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in conjunction with the audited financial statements and notes thereto in the Company’s latest Annual Report filed with the SEC

on Form 10-K/A as filed on May 29, 2024.

on Form 10-K as filed on May 29, 2024.

The unaudited condensed consolidated financial statements include the accounts of the Company

and its wholly owned subsidiaries, Robotic Assistance Devices, Inc., Robotic Assistance Devices Group , Inc, Robotic Assistance Devices

Mobile, Inc., and Robotic Assistance Devices Residential, Inc..

All significant intercompany accounts and transactions have been eliminated

in consolidation.

The unaudited consolidated financial statements reflect all adjustments, consisting of normal recurring accruals, which

are, in the opinion of management, necessary for a fair presentation of such statements.

The results of operations for the six months

ended August 31, 2024, are not necessarily indicative of the results that may be expected for the entire year.

Mobile, Inc., On the Move Experience, LLC and On the OMV Transports, LLC.

All significant intercompany accounts and transactions have

been eliminated in consolidation.

The unaudited consolidated financial statements reflect all adjustments, consisting of normal recurring

accruals, which are, in the opinion of management, necessary for a fair presentation of such statements.

The results of operations for

the nine months ended November 30, 2024 are not necessarily indicative of the results that may be expected for the entire year.

order to prepare financial statements in conformity with accounting principles generally accepted in the United States, management must

10 unchanged sentences

Concentrations

August 31, 2024 there were $ 33,163,345 of loans payable, $ 28,743,506 or 87 % of these loans to companies controlled by one individual.

November 30, 2024 there were $ 33,163,345 of loans payable, $ 28,743,506 or 87 % of these loans to companies controlled by one individual.

At February 29, 2024 there were $ 32,796,345 of loans payable, $ 28,540,506 or 87 % of these loans to companies controlled by the same individual.

8 unchanged sentences

historical trends are evaluated, and specific customer issues are reviewed on a periodic basis to arrive at appropriate allowances.

was an allowance of $ 48,000 and $ 68,000 provided as of August 31, 2024 and February 29, 2024, respectively.

was an allowance of $ 74,000 and $ 68,000 provided as of November 30, 2024 and February 29, 2024, respectively.

For the three months ended

August 31, 2024, two customers account for 55 % of total accounts receivable.

For the three months ended August 31, 2023, two customers

November 30, 2024, one customer accounted for 61 % of total accounts receivable.

For the three months ended November 30, 2023, two customers

account for 61 % of total accounts receivable.

7 unchanged sentences

is taken when factors that would result in a need for an increase in the valuation, such as excess or obsolete inventory, are noted.

As of August 31, 2024 and February 29, 2024 there was a valuation reserve of $ 1,070,000 and $ 959,000 , respectively.

As of November 30, 2024 and February 29, 2024 there was a valuation reserve of $ 1,109,000 and $ 959,000 , respectively.

INTELLIGENCE TECHNOLOGY SOLUTIONS INC.

6 unchanged sentences

The Company uses a

combination of the undiscounted cash flows and market approaches in assessing whether an asset has been impaired.

The Company measures

impairment losses based upon the amount by which the carrying amount of the asset exceeds the fair value.

combination of undiscounted cash flows and market approaches in assessing whether an asset has been impaired.

The Company measures impairment

losses based upon the amount by which the carrying amount of the asset exceeds the fair value.

assets are stated at cost.

17 unchanged sentences

If all criteria are met, the costs are deferred and amortized over the expected useful life or written off if a product is abandoned.

At August 31, 2024 and February 29, 2024, the Company had no deferred development costs.

At November 30, 2024 and February 29, 2024, the Company had no deferred development costs.

Contingencies

41 unchanged sentences

Refer to Note 4 – Revenue from Contracts with Customers for additional information.

For the six months

ended August 31, 2024 , two customers accounted for 67 % of total revenue (2023- 33 %).

For the nine months

ended November 30, 2024, one customer accounted for 57 % of total revenue and for the nine months ended November 30, 2023, four customers

accounted for 58 % of total revenue.

taxes are accounted for under the asset and liability method.

65 unchanged sentences

Value of Financial Instruments

Topic 820, Fair Value Measurements and Disclosures (“ASC Topic 820”) provides a framework for measuring

fair value in accordance with generally accepted accounting principles.

Topic 820, Fair Value Measurements and Disclosures (“ASC Topic 820”) provides a framework for measuring fair value

in accordance with generally accepted accounting principles.

Topic 820 defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction

24 unchanged sentences

Fair Value Measurement Using

August 31, 2024

November 30, 2024

Incentive compensation plan payable- revaluation of equity awards payable in Series G shares

1 unchanged sentence

Incentive compensation plan payable- revaluation of equity awards payable in Series G shares

carrying amounts of the Company’s financial assets and liabilities, such as cash, accounts receivable, prepaid expenses and advances,

carrying amounts of the Company’s financial assets and liabilities, such as cash, accounts receivable, prepaid expenses

and advances,

accounts payable and accrued expenses, approximate their fair values because of the short maturity of these instruments.

16 unchanged sentences

Issued Accounting Pronouncements

Issued Accounting Standards Not Yet Adopted

Issued Accounting Standards During the Year

August 2020, the FASB issued ASU 2020-06, Debt — Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and

46 unchanged sentences

OF REVENUES FROM CONTRACTS WITH CUSTOMERS

August 31, 2024

August 31, 2023

August 31, 2024

August 31, 2023

November 30, 2024

November 30, 2023

November 30, 2024

November 30, 2023

Device rental activities

10 unchanged sentences

a transfer of title or purchase option reasonably certain of exercise.

is a summary of our lease assets and liabilities at August 31, 2024 and February 29, 2024.

is a summary of our lease assets and liabilities at November 30, 2024 and February 29, 2024.

OF LEASE ASSETS AND LIABILITIES

Classification

August 31, 2024

November 30, 2024

February 29, 2024

10 unchanged sentences

charges were not included in operating lease expense and were expensed in general and administrative expenses as incurred.

expense and operating lease cost was $ 62,967 and $ 124,980 for the three and six months ended August 31, 2024, respectively, and $ 62,541

and $ 125,083 for the three and six months ended August 31, 2023, respectively.

expense and operating lease cost was $ 57,875 and $ 182,855 for the three and nine months ended November 30, 2024, respectively, and $ 64,081

and $ 189,164 for the three and nine months ended November 30, 2023, respectively.

REVENUE EARNING DEVICES

1 unchanged sentence

OF REVENUE EARNING DEVICES

August 31, 2024

November 30, 2024

February 29, 2024

2 unchanged sentences

( 1,881,451 )

the three and six months ended August 31, 2024 the Company made total additions to revenue earning devices of $ 602,358 and $ 1,730,533 ,

the three and nine months ended November 30, 2024 the Company made total additions to revenue earning devices of $ 1,069,822 and $ 2,800,355

respectively, which were transfers from inventory.

During the three and six months ended August 31, 2023 the Company made total additions

During the three and nine months ended November 30, 2023 the Company made total additions

to revenue earning devices of $ 521,037 and $ 1,306,501 , respectively, which were transfers from inventory.

and amortization for the three and nine months ended November 30, 2024 and 2023 are as follows:

OF DEPRECIATION AND AMORTIZATION

Depreciation and Amortization

Three Months Ended

August 31, 2024

Three Months Ended November 30, 2024

Three Months Ended

August 31 2023

Six Months Ended

August 31, 2024

Six Months Ended

August 31 2023

November 30, 2023

Nine Months Ended November 30, 2024

Nine Months Ended November 30, 2023

Cost of Goods Sold

Operating expenses

Total Depreciation and Amortization

Total Depreciation and

INTELLIGENCE TECHNOLOGY SOLUTIONS INC.

2 unchanged sentences

OF FIXED ASSETS

August 31, 2024

November 30, 2024

February 29, 2024

9 unchanged sentences

accumulated depreciation

the three months ended August 31, 2024, the Company made additions of $ 22,097 of which $ 17,505 were transfers from inventory with remaining

the three months ended November 30, 2024, the Company made additions of $ 25,603 , all of which were transfers from inventory.

nine months ended November 30, 2024, the Company made additions of $ 99,877 of which $ 76,153 were transfers from inventory with remaining

additions of $ 23,724 .

During the six months ended August 31, 2024, the Company made additions of $ 74,274 of which $ 50,550 were transfers

During the three months ended November 30, 2023, the Company made additions of $ 22,101 , $ 11,661 which were transfers

from inventory with remaining additions of $ 10,440 .

During the three months ended August 31, 2023, the Company made additions of $ 75,057

which were transfers from inventory.

During the six months ended August 31, 2023, the Company made additions of $ 107,230 of which $ 103,767

were transfers from inventory with remaining additions of $ 3,463 .

expense was $ 42,844 and $ 84,165 for the three and six months ended August 31, 2024, respectively, and $ 49,427 and $ 94,528 for the three

and six months ended August 31, 2023, respectively.

During the nine months ended November 30, 2023, the Company made additions of $ 129,331

of which $ 115,428 were transfers from inventory with remaining additions of $ 13,903 .

OF DEPRECIATION AND AMORTIZATION IN OPERATING EXPENSES

Depreciation and Amortization

Three Months Ended November 30, 2024

Three Months Ended

November 30, 2023

Nine Months Ended November 30, 2024

Nine Months Ended November 30, 2023

Revenue earning devices

Total Depreciation and Amortization included in operating expenses

DEFERRED VARIABLE PAYMENT OBLIGATION

12 unchanged sentences

on the unpaid amount.

INTELLIGENCE TECHNOLOGY SOLUTIONS INC.

TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

the event that at least 10% of the assets of the Company are sold by the Company, the investors would be entitled to the fair market

6 unchanged sentences

the share disposition price defined as the total price the third party paid for the shares plus the total value of all future Payments.

INTELLIGENCE TECHNOLOGY SOLUTIONS INC.

TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

November 18, 2019, the Company entered into another similar arrangement with the (February 1, 2019) investor above whereby the investor

10 unchanged sentences

would advance up to $ 100,000 in exchange for a perpetual 1.00 % rate Payment on the Company’s quarterly Revenues.

At May 31, 2020,

the investor has fully funded this commitment.

11 unchanged sentences

for $ 900,000 , November 18, 2019 for $ 225,000 and July 1, 2020 for $ 800,000 into a new agreement for a total of $ 1,925,000 .

new agreement is for similar terms as the above agreements save for the following:

the rate payment is revised to 14.25 % payable on revenues

commencing the quarter ended August 31, 2020.

Upon an event of default that we are unable to cure in the time allotted under the agreements,

these Payments may be secured with a priority lien by UCC filing against all of our assets, but is subordinated to equipment financing

or leasing agreements on the products the Company leases to its customers.

This new agreement

is for similar terms as the above agreements save for the following:

the rate payment is revised to 14.25 % payable on revenues commencing

the quarter ended August 31, 2020.

Upon an event of default that we are unable to cure in the time allotted under the agreements, these

Payments may be secured with a priority lien by UCC filing against all of our assets but is subordinated to equipment financing or leasing

agreements on the products the Company leases to its customers.

summary of all agreements mentioned above if in the event that at least 10 % of the assets of the Company are sold by the Company, the

12 unchanged sentences

31, 2019, and accrue every quarter thereafter.

As of August 31, 2024, the Company has accrued $ 1,315,264 in Payments of which $ 667,633

As of November 30, 2024, the Company has accrued $ 1,599,971 in Payments of which $ 764,702

are in arrears.

4 unchanged sentences

asset disposition % (see below) was reduced from 31 % to 21 %

INTELLIGENCE TECHNOLOGY SOLUTIONS INC.

TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

consideration for the above changes, the investor received 40 Series F Convertible Preferred Stock and a warrant to purchase 367 shares

5 unchanged sentences

debt with a corresponding adjustment to paid in capital.

INTELLIGENCE TECHNOLOGY SOLUTIONS INC.

TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Company retains total involvement in the generation of cash flows from these revenue streams that form the basis of the payments to be

1 unchanged sentence

Because of this, the Company has determined that the agreements constitute debt agreements.

As of August 31, 2024, and February 29, 2024, the long-term balances other than Payments already owed is the cash received of $ 2,525,000

As of November 30, 2024, and February 29, 2024, the long-term balances other than Payments already owed is the cash received of $ 2,525,000

and $ 2,525,000 , respectively.

both the three months and six months ended August 31, 2023 and year ended February 28, 2023, the Company has received $ 0 related to the

deferred payment obligation since there were no new agreements during this period.

The balance remains $ 2,525,000 at both August 31,

both the three months and nine months ended November 30, 2024 and year ended February 29, 2024, the Company has received $ 0 related to

the deferred payment obligation since there were no new agreements during this period.

The balance remains $ 2,525,000 at both November

30, 2024 and February 29, 2024.

RELATED PARTY TRANSACTIONS

both the three months ended August 31, 2024 and August 31, 2023 , the Company had no repayments of net advances from its loan payable-related

party At August 31, 2024 the loan payable-related party was $ 279,589 and $ 257,438 at February 29, 2024.

Included in the balance due to

the related party at August 31, 2024 is $ 203,057 of deferred salary and interest, $ 152,513 of which bears interest at 12 %.

As of February

29, 2024, included in the balance due to the related party is $ 140,013 of deferred salary all of which bears interest at 12 %.

interest included in loan at August 31, 2024 and February 29, 2024 was $ 41,549 and $ 32,468 , respectively.

to the amended Employment Agreement with its Chief Executive Officer, for the three months and six ended August 31, 2023, the Company

both the three months ended November 30, 2024 and November 30, 2023, the Company had no repayments of net advances from its loan payable-related

At November 30, 2024, the loan payable-related party was $ 297,414 and $ 257,438 at February 29, 2024.

Included in the balance due

to the related party at November 30, 2024 is $ 222,754 of deferred salary and interest, $ 183,625 of which bears interest at 12 %.

February 29, 2024, included in the balance due to the related party is $ 140,013 of deferred salary all of which bears interest at 12 %.

The accrued interest included in loan at November 30, 2024 and February 29, 2024 was $ 28,267 and $ 32,468 respectively.

to the amended Employment Agreement with its Chief Executive Officer, for the three months and six ended November 30, 2024, the Company

accrued $ 0 (2023-$ 62,000 ) and $ 0 (2023-$ 187,000 ) of incentive compensation plan payable with a corresponding recognition of stock based

2 unchanged sentences

at the Company’s option at $ 1,000 per share.

At August 31, 2024 and February 29, 2024 there was $ 2,500,000 and $ 2,500,000 of incentive

compensation payable.

August 31, 2024 deferred compensation for CEO was $ 204,091 .

For the 6 months ended August 31, 2024,the net change was a decrease of $ 334,676

comprising of cash repayment of $ 505,000 offset by accruals and adjustments of $ 170,324 .

At February 29, 2024 deferred compensation for

CEO was $ 538,767 .

the three months ended August 31, 2024 and 2023, the Company was charged $ 777,260 and $ 777,260 , respectively for fees for research and

development from a company partially owned by a principal shareholder.

the six months ended August 31, 2024 and 2023, the Company was charged $ 1,289,830 and $ 1,659,275 , respectively for fees for research

At November 31, 2024 and February 29, 2024 there was $ 2,500,000 and $ 2,500,000 of

incentive compensation payable.

November 30, 2024 deferred compensation for CEO was $ 598,635 .

For the nine months ended November 30, 2024, the net change was an increase

of $ 59,868 comprising of net cash repayments and adjustments of $ 195,000 offset by accruals of $ 700,082 .

At February 29, 2024 deferred

compensation for CEO was $ 538,767 .

the three months ended November 30, 2024, and 2023, the Company was charged $ 556,175 and $ 526,723 , respectively for fees for research

and development from a company partially owned by a principal shareholder.

the nine months ended November 30, 2024, and 2023, the Company was charged $ 1,846,005 and $ 2,185,998 , respectively for fees for research

and development from a company partially owned by a principal shareholder.

OTHER DEBT – VEHICLE LOAN

17 unchanged sentences

The remaining total balances of the

amounts owed on the vehicle loans were $ 38,522 and $ 38,522 as of August 31, 2024 and February 29, 2024, respectively, of which all were

classified as current.

amounts owed on the vehicle loans were $ 38,522 and $ 38,522 as of November 30, 2024 and February 29, 2024, respectively, of which all

were classified as current.

INTELLIGENCE TECHNOLOGY SOLUTIONS INC.

1 unchanged sentence

LOANS PAYABLE

payable at August 31, 2024 consisted of the following:

payable at November 30, 2024 consisted of the following:

OF LOANS PAYABLE

100 unchanged sentences

TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

March 1, 2024 the Company adjusted the relative fair value unamortized discount on the above notes by $ 4,175,535 with a corresponding

adjustment to accumulated deficit to apply ASU 2020-06.

note was transferred from convertible notes payable because in August 2022 it was no longer convertible due to restrictions placed

37 unchanged sentences

2023, the parties extended the maturity date from December 10, 2023 to March 1, 2025 with all other terms and conditions remaining

For the three and six months ended August 31, 2024, the Company recorded amortization expense of $ 2,439 and $ 3,954 , respectively,

with an unamortized discount of $ 4,445 at August 31, 2024.

For the three and nine months ended November 30, 2024, the Company recorded amortization expense of $ 2,115 and $ 6,069 ,

respectively, with an unamortized discount of $ 2,330 at November 30, 2024.

promissory note was issued as part of a debt settlement whereby $ 9,200 in convertible notes and associated accrued interest of $ 6,944

10 unchanged sentences

1, 2024 to March 1, 2025 with all other terms and conditions remaining the same.

INTELLIGENCE TECHNOLOGY SOLUTIONS INC.

TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

note, with an original principal amount of $ 550,000 , may be pre-payable at any time.

The note balance includes an original issue discount

of $ 250,000 and was issued with a warrant to purchase 50,000,000 shares at an exercise price of $ 0.025 per share with a 3 -year term and

having a relative fair value of $ 380,174 .

The note balance includes an original issue

discount of $ 250,000 and was issued with a warrant to purchase 50,000,000 shares at an exercise price of $ 0.025 per share with a

3 -year term and having a relative fair value of $ 380,174 .

The discounts are being amortized over the term of the loan.

After allocating these charges

to debt and equity according to their respective values, a debt discount of $ 380,174 with a corresponding adjustment to paid in capital.

On March 1, 2024, the unamortized relative fair value discount of $ 80,284 was removed with a corresponding adjustment to accumulated

After allocating

these charges to debt and equity according to their respective values, a debt discount of $ 380,174 with a corresponding adjustment

to paid in capital.

On March 1, 2024, the unamortized relative fair value discount of $ 80,284 was removed with a corresponding adjustment

to accumulated deficit.

A $ 10,559 unamortized discount remained.

On November 28, 2023, the parties extended the maturity date from January 14, 2024

to March 1, 2025 with all other terms and Conditions remaining the same .

For the three and six months ended August 31, 2024, the Company

recorded amortization expense of $ 3,117 and $ 5,053 , respectively, with an unamortized discount of $ 5,506 at August 31, 2024.

On November 28, 2023, the parties extended the maturity date from

January 14, 2024 to March 1, 2025 with all other terms and Conditions remaining the same.

For the three and nine months ended November

30, 2024, the Company recorded amortization expense of $ 2,649 and $ 7,702 , respectively, with an unamortized discount of $ 2,857 at

November 30, 2024

INTELLIGENCE TECHNOLOGY SOLUTIONS INC.

TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

note, with an original principal balance of $ 1,650,000 , may be pre-payable at any time.

9 unchanged sentences

recorded in the year ended February 28, 2022.

On March 1, 2024, the unamortized relative fair value discount of $ 497,614 was removed

with a corresponding adjustment to accumulated deficit.

On November 28, 2023, the parties extended the maturity date from February 22, 2024

to March 1, 2025 with all other terms and conditions remaining the same.

On March 1, 2024, the unamortized relative fair value discount

of $ 497,614 was removed with a corresponding adjustment to accumulated deficit.

A $ 55,585 unamortized discount remained.

On November 28, 2023, the parties

extended the maturity date from February 22, 2024 to March 1, 2025 with all other terms and conditions remaining the same .

three and six months ended August 31, 2024, the Company recorded amortization expense of $ 16,759 and $ 26,243 , respectively, with

an unamortized discount of $ 29,342 at August 31, 2024.

three and nine months ended November 30, 2024, the Company recorded amortization expense of $ 14,046 and $ 40,289 respectively, with

an unamortized discount of $ 15,296 at November 30, 2024.

unsecured note may be pre-payable at any time.

29 unchanged sentences

A $ 4,121 unamortized discount remained.

For the three and six months ended August 31, 2024, the

Company recorded amortization expense of $ 1,239 and $ 1,339 , respectively, with an unamortized discount of $ 2,782 at August 31, 2024.

For the three and nine months ended November 30, 2024,

the Company recorded amortization expense of $ 895 and $ 2,234 , respectively, with an unamortized discount of $ 1,887 at November 30,

loan, with an original principal balance of $ 4,000,160 , was in exchange for 184 Series F preferred shares from a former director.

1 unchanged sentence

The loan is unsecured.

For the three and six months ended August 31, 2024 there

were repayments of $ 9,000 and $ 36,000 , respectively on the note.

INTELLIGENCE TECHNOLOGY SOLUTIONS INC.

TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

For the three and nine months ended November 30, 2024

there were repayments of $ 9,000 and $ 36,000 , respectively on the note.

note, with an original principal balance of $ 1,650,000 , may be pre-payable at any time.

The note balance includes an original issue discount

of $ 150,000 and was issued with a warrant to purchase 250,000,000 shares at an exercise price of $ 0.037 per share with a 3 -year term

and having a relative fair value of $ 1,284,783 , The discounts are being amortized over the term of the loan.

After allocating these charges

to debt and equity according to their respective values, a debt discount of $ 1,284,783 with a corresponding adjustment to paid in capital.

On March 1, 2024, the unamortized relative fair value discount of $ 572,549 was removed with a corresponding adjustment to accumulated

The note balance includes an original issue

discount of $ 150,000 and was issued with a warrant to purchase 250,000,000 shares at an exercise price of $ 0.037 per share with a

3 -year term and having a relative fair value of $ 1,284,783 , The discounts are being amortized over the term of the loan.

After allocating

these charges to debt and equity according to their respective values, a debt discount of $ 1,284,783 with a corresponding adjustment

to paid in capital.

On March 1, 2024, the unamortized relative fair value discount of $ 572,549 was removed with a corresponding adjustment

to accumulated deficit.

A $ 66,846 unamortized discount remained.

For the three and six months ended August 31, 2024, the Company recorded amortization

expense of $ 14,301 and $ 19,928 , respectively, with an unamortized discount of $ 46,918 at August 31, 2024.

For the three and nine months ended November 30, 2024, the Company

recorded amortization expense of $ 10,668 and $ 30,659 respectively, with an unamortized discount of 36,250 at November 30, 2024.

This note was extended to September 14, 2025.

6 unchanged sentences

the parties extended the maturity date from July 28, 2023 to March 1, 2025 with all other terms and conditions remaining the same.

note has been fully amortized .

This note has been fully amortized.

INTELLIGENCE TECHNOLOGY SOLUTIONS INC.

TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

warrant holder exchanged 955,000,000 warrants for a promissory note of $ 3,000,000 , bearing interest at 15 % with a two year maturity.

29 unchanged sentences

This note has been fully amortized.

October 28, 2022 the Company entered into an loan facility with a lender for up to $ 4,000,000 including an original issue discount

of $ 500,000 .

In exchange the Company will issue one series F Preferred Share, extended 329 series F warrants with a March 1, 2026

maturity to a new October 31, 2033 maturity, and issue up to 10 tranches with each tranche of $ 400,000 , with cash proceeds of $ 350,000

an original issue discount of $ 50,000 , October 31, 2026 maturity, and 61 Series F warrants with a October 31, 2033 maturity.

by a general security charging all of the Company’s present and after-acquired property.

At February 29, 2024 the Company has

issued all 10 tranches totaling $ 4,000,000 as follows:

28, 2022, $ 400,000 loan, original issue discount of $ 50,000 , 61 Series F Preferred Share warrants and 1 Series F Preferred Share

having a relative fair value of $ 299,399 .

On March 1, 2024, the unamortized relative fair value discount of $ 286,775 was removed

with a corresponding adjustment to accumulated deficit.

On October 28, 2022 the Company entered into an loan facility with a lender for up to $ 4,000,000 including an original issue discount of $ 500,000 .

In exchange the Company will issue one series F Preferred Share, extended 329 series F warrants with a March 1, 2026 maturity to a new October 31, 2033 maturity, and issue up to 10 tranches with each tranche of $ 400,000 , with cash proceeds of $ 350,000 an original issue discount of $ 50,000 , October 31, 2026 maturity, and 61 Series F warrants with a October 31, 2033 maturity.

Secured by a general security charging all of the Company’s present and after-acquired property.

At February 29, 2024 the Company has issued all 10 tranches totaling $ 4,000,000 as follows:

October 28, 2022, $ 400,000 loan, original issue discount of

$ 50,000 , 61 Series F Preferred Share warrants and 1 Series F Preferred Share having a relative fair value of $ 299,399 .

1, 2024, the unamortized relative fair value discount of $ 286,775 was removed with a corresponding adjustment to accumulated deficit.

A $ 47,892 unamortized discount remained.

For the three and six months ended

August 31, 2024, the Company recorded amortization expense of $ 6,455 and $ 7,065 , respectively, with an unamortized discount of $ 40,827

at August 31, 2024.

For the three and nine months ended November 30, 2024, the Company recorded amortization expense

of $ 3,857 and $ 10,922 , respectively, with an unamortized discount of $ 36,970 at November 30, 2024.

INTELLIGENCE TECHNOLOGY SOLUTIONS INC.

TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

November 9, 2022, $ 400,000 loan, original issue discount of

$ 50,000 , 61 Series F Preferred Share warrants having a relative fair value of $ 299,750 .

On March 1, 2024, the unamortized relative fair

value discount of $ 288,513 was removed with a corresponding adjustment to accumulated deficit.

9, 2022, $ 400,000 loan, original issue discount of $ 50,000 , 61 Series F Preferred Share warrants having a relative fair value of

On March 1, 2024, the unamortized relative fair value discount of $ 288,513 was removed with a corresponding adjustment

to accumulated deficit.

A $ 48,126 unamortized discount remained.

For the three and six months ended August 31, 2024, the Company recorded amortization expense of $ 6,294 and $ 7,097 , respectively, with

an unamortized discount of $ 41,029 at August 31, 2024.

For the three and nine months ended November 30, 2024, the Company

recorded amortization expense of $ 3,875 and $ 10,972 , respectively, with an unamortized discount of $ 37,154 at November 30, 2024.

10, 2022, $ 400,000 loan, original issue discount of $ 50,000 , 61 Series F Preferred Share warrants having a relative fair value of $ 302,020 .

1 unchanged sentence

A $ 48,290 unamortized discount remained.

For the three and six months ended August 31, 2024, the Company recorded amortization

expense of $ 6,238 and $ 7,119 , respectively, with an unamortized discount of $ 41,171 at August 31, 2024.

For the three and nine months ended November 30, 2024, the Company recorded amortization

expense of $ 3,887 and $ 11,006 , respectively, with an unamortized discount of $ 37,284 at November 30, 2024.

15, 2022, $ 400,000 loan, original issue discount of $ 50,000 , 61 Series F Preferred Share warrants having a relative fair value of $ 299,959 .

1 unchanged sentence

A $ 47,976 unamortized discount remained.

For the three and six months ended August 31, 2024, the Company recorded amortization

expense of $ 6,262 and $ 7,076 , respectively, with an unamortized discount of $ 40,900 at August 31, 2024.

For the three and nine months ended November 30, 2024, the Company recorded amortization

expense of $ 3,863 and $ 10,939 , respectively, with an unamortized discount of $ 37,037 at November 30, 2024.

11, 2023, $ 400,000 loan, original issue discount of $ 50,000 , 61 Series F Preferred Share warrants having a relative fair value of $ 299,959 .

1 unchanged sentence

A $ 48,124 unamortized discount remained.

For the three and six months ended August 31, 2024, the Company recorded amortization

expense of $ 6,266 and $ 7,096 , respectively, with an unamortized discount of $ 41,028 at August 31, 2024.

For the three and nine months ended November 30, 2024, the Company recorded amortization

expense of $ 3,874 and $ 10,970 , respectively, with an unamortized discount of $ 37,154 at November 30, 2024.

6, 2023, $ 400,000 loan, original issue discount of $ 50,000 , 61 Series F Preferred Share warrants having a relative fair value of $ 299,959 .

1 unchanged sentence

A $ 48,294 unamortized discount remained.

For the three and six months ended August 31, 2024, the Company recorded amortization

expense of $ 6,314 and $ 7,130 , respectively, with an unamortized discount of $ 41,174 at August 31, 2024.

For the three and nine months ended November 30, 2024, the Company recorded amortization

expense of $ 3,887 and $ 11,007 , respectively, with an unamortized discount of $ 37,287 at November 30, 2024.

5, 2023, $ 400,000 loan, original issue discount of $ 50,000 , 61 Series F Preferred Share warrants having a relative fair value of $ 296,245 .

1 unchanged sentence

A $ 48,409 unamortized discount remained.

For the three and six months ended August 31, 2024, the Company recorded amortization

expense of $ 6,305 and $ 7,135 , respectively, with an unamortized discount of $ 41,274 at August 31, 2024.

For the three and nine months ended November 30, 2024, the Company recorded amortization

expense of $ 3,896 and $ 11,031 , respectively, with an unamortized discount of $ 37,378 at November 30, 2024.

20, 2023, $ 400,000 loan, original issue discount of $ 50,000 , 61 Series F Preferred Share warrants having a relative fair value of $ 302,219 .

1 unchanged sentence

A $ 48,777 unamortized discount remained.

For the three and six months ended August 31, 2024, the Company recorded amortization

expense of $ 6,484 and $ 7,186 , respectively, with an unamortized discount of $ 41,591 at August 31, 2024.

For the three and nine months ended November 30, 2024, the Company recorded amortization

expense of $ 3,924 and $ 11,110 , respectively, with an unamortized discount of $ 37,667 at November 30, 2024.

11, 2023, $ 400,000 loan, original issue discount of $ 50,000 , 61 Series F Preferred Share warrants having a relative fair value of $ 348,983 .

1 unchanged sentence

A $ 49,978 unamortized discount remained.

For the three and six months ended August 31, 2024, the Company recorded amortization

expense of $ 7,269 and $ 7,350 , respectively, with an unamortized discount of $ 42,628 at August 31, 2024.

For the three and nine months ended November 30, 2024, the Company recorded amortization

expense of $ 4,015 and $ 11,365 , respectively, with an unamortized discount of $ 38,613 at November 30, 2024.

27 2023, $ 400,000 loan, original issue discount of $ 50,000 , 61 Series F Preferred Share warrants having a relative fair value of $ 261,759 .

1 unchanged sentence

A $ 48,611 unamortized discount remained.

For the three and six months ended August 31, 2024, the Company recorded amortization

expense of $ 5,876 and $ 7,163 , respectively, with an unamortized discount of $ 41,448 at August 31, 2024.

For the three and nine months ended November 30, 2024, the Company recorded amortization

expense of $ 3,912 and $ 11,075 , respectively, with an unamortized discount of $ 37,536 at November 30, 2024.

INTELLIGENCE TECHNOLOGY SOLUTIONS INC.

TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

November 30, 2023, the Company entered into an agreement where the lender will buy pay the Company $ 350,000 in exchange for thirteen

November 30, 2023, the Company entered into an agreement where the lender will pay the Company $ 350,000 in exchange for thirteen

future monthly payments of $36,750 commencing on April 30,2024 through to April 30, 2025 totaling $ 477,750 .

6 unchanged sentences

No notices have been

March 8, 2024, the Company entered into another agreement where the lender will buy pay the Company $ 350,000 in exchange for thirteen

March 8, 2024, the Company entered into another agreement where the lender will pay the Company $ 350,000 in exchange for thirteen

future monthly payments of $36,750 commencing on August 8, 2024 through to August 80, 2025 totaling $ 477,750 .

8 unchanged sentences

The common shares were issued in September

The note balance at August 31, 2024 is $ 200,000 .

The note balance at November 30, 2024 is $ 200,000 .

STOCKHOLDERS’ EQUITY (DEFICIT)

or Preferred Stock Activity

the nine months ended November 30, 2024, a Series F preferred shareholder exchanged 20 Series F preferred shares for a $ 400,000 note

(see Note 12).

The Company recorded an adjustment to the par value of the shares of $ 20 , paid -in capital for the carrying value

of the shares of $ 65,793 with the remaining amount of $ 334,187 a deemed dividend.

of Preferred Stock Warrant Activity

OF PREFERRED STOCK WARRANT ACTIVITY

Exercise Price

Remaining Years

Outstanding at March 1, 2023

Forfeited and cancelled

Outstanding at November 30, 2024

B Convertible, Redeemable Preferred Stock (Temporary Equity)

14 unchanged sentences

value over the purchase cost of the shares.

August 31, 2024 there are 0 Series B Convertible Redeemable Preferred Shares outstanding.

F Convertible Preferred Shares

the six months ended August 31, 2024, a Series F preferred shareholder exchanged 20 Series F preferred shares for a $ 400,000 note payable.

(see Note 12).

The Company record an adjustment to the par value of the shares of $ 20 , paid -in capital for the carrying value of the

shares of $ 65,793 with the remaining amount of $ 334,187 a deemed dividend.

of Preferred Stock Warrant Activity

OF PREFERRED STOCK WARRANT ACTIVITY

Exercise Price

Remaining Years

Outstanding at March 1, 2023

Forfeited and cancelled

Outstanding at August 31, 2024

November 30, 2024 there are 0 Series B Convertible Redeemable Preferred Shares outstanding.

INTELLIGENCE TECHNOLOGY SOLUTIONS INC.

TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

F Convertible Preferred Shares

the nine months ended November 30, 2024, a Series F preferred shareholder exchanged 20 Series F preferred shares for a $ 400,000 note

(see Note 12).

The Company record an adjustment to the par value of the shares of $ 20 , paid -in capital for the carrying value

of the shares of $ 65,793 with the remaining amount of $ 334,187 a deemed dividend.

of Common Stock Activity

Company increased authorized common shares from 12,500,000,000 to 15,000,000,000 on October 4, 2024.

the three months ended August 31, 2024, the Company issued 1,330,610,802 common shares with gross proceeds of $ 4,687,016 and net proceeds

the three months ended November 30, 2024, the Company issued 875,000,000 common shares with gross proceeds of $ 2,468,477 and net proceeds

of $ 2,073,393 after issuance costs of $ 93,885 .

For the six months ended August 31, 2024, the Company issued 2,410,777,227 common shares

with gross proceeds of $ 7,485,654 and net proceeds of $ 7,173,953 after issuance costs of $ 311,701 .

In addition, for the three and six

months ended the Company issued 57,142,857 issuable shares as payment for $ 200,000 pf principle on a note payable.

the nine months ended November 30, 2024, the Company issued 3,285,777,227 common shares with gross proceeds of 9,652,914 and net proceeds

of $ 9,247,248 after issuance costs of $ 406,566 .

Included in the net proceeds are $ 352,701 in share proceeds receivable received after

In addition, for the nine months ended November 30, 2024, the Company issued 57,142,857 issuable shares as payment for $ 200,000

of principle on a note payable.

(see Note 12)

table below represent the common shares issued, issuable and outstanding at August 31, 2024 and February 29, 2024:

OF COMMON SHARES ISSUED,ISSUABLE AND OUTSTANDING

Common shares

August 31, 2024

February 29, 2024

11,649,528,185

9,238,750,958

Issued, issuable and outstanding

11,706,671,042

9,238,750,958

of Common Stock Warrant Activity

the three months and six months ended August 31, 2024 and August 31, 2023, the Company recorded a total of $ 83,323 and $ 50,713 , and $ 166,646

and $ 103,434 respectively, to stock-based compensation for options and warrants with a corresponding adjustment to additional paid-in

the three months and nine months ended November 30, 2024 and November 30, 2023, the Company recorded a total of $ 83,323 and $ 47,462 ,

and $ 249,969 and $ 150,896 respectively, to stock-based compensation for options and warrants with a corresponding adjustment to additional

paid-in capital.

OF COMMON STOCK WARRANT ACTIVITY

2 unchanged sentences

Forfeited and cancelled

Outstanding at August 31, 2024

( 253,324,212 )

Outstanding at November 30, 2024

of Common Stock Option Activity -Employee Stock Options

5 unchanged sentences

( 3,011,029 )

Outstanding at August 31, 2024

Outstanding at November 30, 2024

INTELLIGENCE TECHNOLOGY SOLUTIONS INC.

10 unchanged sentences

related legal costs are expensed as incurred.

September 24, 2024 a prospective lender filed a claim against the Company for an alleged breach of a non-binding term sheet made on June

This claim is an example of predatory lending practices for which the Company has filed a notice of dismissal in the relevant

jurisdiction.

The Company and its counsel believe the claim is without merit and will contest it vigorously.

Accordingly, the Company

has made no accruals.

March 10, 2021, the Company entered into a 10 year lease agreement for q manufacturing facility at 10800 Galaxie Avenue, Ferndale, Michigan,

16 unchanged sentences

on a straight-line basis.

Rent expense and operating lease cost was $ 62,967 and $ 124,980 for the three and six months ended August 31,

2024, respectively, and 62,541 and $ 125,083 for the three and six months ended August 31, 2023, respectively.

Rent expense and operating lease cost was $ 57,875 and $ 182,855 for the three and nine months ended November

30, 2024, respectively, and $ 64,081 and $ 189,164 for the three and nine months ended November 30, 2023 respectively.

of rent expense and operating lease cost are recorded over the lease terms on a straight-line basis.

OF MATURITY OF OPERATING LEASE LIABILITIES

Maturity of Lease Liabilities

August 31, 2025

August 31, 2026

August 31, 2027

August 31, 2028

August 31, 2029

August 31, 2030 and after

November 30, 2025

November 30, 2026

November 30, 2027

November 30, 2028

November 30, 2029

November 30, 2030 and after

Total lease payments

6 unchanged sentences

For the Three Months Ended

For the Six Months Ended

For the Nine Months Ended

Net income (loss) available to common shareholders

$ ( 3,703,974 )

2 unchanged sentences

$ ( 13,281,405 )

Effect of common stock equivalents

Dividend on Series B shares

Deemed dividend on redemption of Series F shares

Net loss available to common shareholders

Net income (loss) adjusted for common stock equivalents

( 3,703,974 )

9 unchanged sentences

Dilutive effect of common stock equivalents:

Convertible notes and accrued interest

Convertible Series F Preferred Shares

Stock options and warrants

Convertible Debt

Preferred shares

Weighted average shares – diluted

4 unchanged sentences

Net income (loss) per share – diluted

anti-dilutive shares of common stock equivalents for the three and six months ended August 31, 2024 and 2032 were as follows:

anti-dilutive shares of common stock equivalents for the three and nine months ended November 30, 2024 and 2023 were as follows:

SCHEDULE OF ANTI-DILUTIVE SHARES OF COMMON

1 unchanged sentence

For the Three Months Ended

For the Six Months Ended

Convertible notes and accrued interest

For the Nine Months Ended

Convertible Series F Preferred Shares*

9 unchanged sentences

SUBSEQUENT EVENTS

to August 31, 2024:

The Company issued 335,000,000 common shares pursuant to a share purchase agreement for gross proceeds of $ 850,551 , issuance costs of

to November 30, 2024 through to January 14, 2025:

The Company issued 650,000,000

common shares pursuant to a share purchase agreement

450,000,000 common shares for gross proceeds of $ 1,026,407 ,

issuance costs of $ 44,131

and net proceeds of $ 982,236 .

The Board of Directors approved to increase authorized common shares from 12,500,000,000 to 15,000,000,000 on October 4, 2024.

On September 24, 2024 a prospective lender filed a claim against the Company for an alleged breach of a non-binding term sheet entered

into on June 7, 2024.

The Company and its counsel believe the claim is without merit and will contest it vigorously.

Accordingly, the

Company has made no accruals.

The remaining 200,000,000 common shares were issued for estimated gross proceeds of $ 620,000 as the pricing on these common shares have

not yet been determined at time of filing.

The Company repaid the remaining $ 200,000 on a loan payable through the issuance of 76,923,076 common shares on December 16, 2024.

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-Q

Item 1. Financial Statements