Item 1. Financial Statements
ITEM
1. FINANCIAL STATEMENTS
ARTIFICIAL
INTELLIGENCE TECHNOLOGY SOLUTIONS INC.
CONDENSED
CONSOLIDATED BALANCE SHEETS
August 31,
2025
(unaudited)
February 28,
2025 *
ASSETS
Current assets:
Cash
$ 323,021
$ 865,975
Accounts receivable, net
931,219
1,367,331
Share proceeds receivable
—
418,669
Device parts inventory, net
1,075,239
1,583,726
Prepaid expenses and deposits
452,827
792,842
Total current assets
2,782,306
5,028,543
Operating lease asset
1,007,980
1,010,545
Revenue earning devices, net of accumulated depreciation of $ 3,243,187 and $ 2,292,172 , respectively
5,348,428
4,539,180
Fixed assets, net of accumulated depreciation of $ 552,367 and $ 491,186 , respectively
237,653
258,328
Trademarks
35,319
33,321
Investment at cost
100,000
100,000
Security deposit
15,880
15,880
Total assets
$ 9,527,566
$ 10,985,797
LIABILITIES AND STOCKHOLDERS’ DEFICIT
Current liabilities:
Accounts payable and accrued expenses
$ 2,599,482
$ 2,121,871
Customer deposits
83,929
91,578
Current operating lease liability
245,173
197,349
Current portion of deferred variable payment obligation
2,510,325
1,901,258
Loan payable - related party
396,940
329,365
Deferred compensation for CEO
1,197,683
2,202,600
Current portion of loans payable, net of discount of $ 251,629 and $ 0
1,825,276
519,105
Current portion of accrued interest payable
332,866
213,555
Total current liabilities
9,191,674
7,576,681
Non-current operating lease liability
747,619
810,513
Loans payable, net of discount of $ 269,445 and $ 360,163 , respectively
25,606,435
31,922,078
Deferred variable payment obligation
2,525,000
2,525,000
Incentive compensation plan payable
4,000,000
4,000,000
Accrued interest payable
14,336,829
13,680,453
Total liabilities
56,407,557
60,514,725
Series B Convertible, Redeemable Preferred Stock. $ 0.001 par value; 8 % cumulative dividend payable quarterly,$ 1,200 stated value, 5,000 shares authorized, no shares issued and outstanding at August 31, 2025 and February 28, 2025, respectively
—
—
Series C Convertible, Redeemable Preferred Stock . $ 0.001 par value; $ 1,200 stated value, redeemable at 109.5 % , 12 % dividend, 1,000 shares authorized , 343 and 306 shares issued and outstanding at August 31, 2025 and February 28, 2025, respectively
450,899
402,084
Convertible, Redeemable Preferred
Stock, value
450,899
402,084
Commitments and Contingencies
-
-
Stockholders’ deficit:
Preferred Stock, undesignated; 15,534,000 shares authorized; no shares issued and outstanding at August 31, 2025 and February 28, 2025, respectively
—
—
Series G Redeemable Preferred Stock. $ 0.001 par value; 100,000 shares authorized, no shares issued and outstanding at August 31, 2025 and February 28, 2025, respectively
—
—
Series E Preferred Stock, $ 0.001 par value; 4,350,000 shares authorized; 3,350,000 and 3,350,000 shares issued and outstanding, respectively
3,350
3,350
Series F Convertible Preferred Stock, $ 1.00 par value; 10,000 shares authorized; 2,513 and 2,513 shares issued and outstanding, respectively
2,513
2,513
Preferred
Stock, value
2,513
2,513
Common Stock, $ 0.00001 par value; 27,500,000,000 shares authorized 19,787,834,008 and 14,412,453,768 shares issued, issuable and outstanding, respectively
197,878
144,125
Additional paid-in capital
112,724,037
106,316,844
Preferred stock to be issued
99,086
99,086
Accumulated deficit
( 160,357,755 )
( 156,496,930 )
Total stockholders’ deficit
( 47,330,891 )
( 49,931,012 )
Total liabilities and stockholders’ deficit
$ 9,527,566
$ 10,985,797
*
Derived
from audited information
The
accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
- 3 -
Table of Contents
ARTIFICIAL
INTELLIGENCE TECHNOLOGY SOLUTIONS INC.
CONDENSED
CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
Three Months
Ended
Three Months
Ended
Six Months
Ended
Six Months
Ended
August 31,
2025
August 31,
2024
August 31,
2025
August 31,
2024
Revenues
$ 1,888,749
$ 1,344,183
$ 3,743,586
$ 2,526,983
Purchases and overhead
50,664
103,092
224,044
398,685
Depreciation and amortization
493,220
240,000
941,176
441,873
Cost of Goods Sold
543,884
343,092
1,165,220
840,558
Gross Profit
1,344,865
1,001,091
2,578,366
1,686,425
Operating expenses:
Research and development (Note 10)
919,714
677,410
2,007,333
1,318,120
General and administrative
2,634,832
2,766,826
5,867,042
5,487,017
Depreciation and amortization
36,900
107,762
71,021
203,438
Operating lease cost and rent
62,578
62,967
120,797
124,980
Total operating expenses
3,654,024
3,614,965
8,066,193
7,133,555
Loss from operations
( 2,309,159 )
( 2,613,874 )
( 5,487,827 )
( 5,447,130 )
Other income (expense), net:
Interest expense
( 1,297,962 )
( 1,309,929 )
( 2,713,311 )
( 2,671,032 )
Gain (loss) on settlement of debt
4,370,185
( 6,520 )
4,370,185
( 6,520 )
Total other income (expense) net
3,072,223
( 1,316,449 )
1,656,874
( 2,677,552 )
Net income (loss)
$ 763,064
$ ( 3,930,323 )
$ ( 3,830,953 )
$ ( 8,124,682 )
Net income (loss) per share - basic
$ ( 0.00 )
$ ( 0.00 )
$ ( 0.00 )
$ ( 0.00 )
Net income (loss) per share - diluted
$ ( 0.00 )
$ ( 0.00 )
$ ( 0.00 )
$ ( 0.00 )
Weighted average common share outstanding - basic
18,469,442,118
11,181,863,976
16,993,556,638
10,531,991,040
Weighted average common share outstanding - diluted
18,469,442,118
11,181,863,976
16,993,556,638
10,531,991,040
The
accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
- 4 -
Table of Contents
ARTIFICIAL
INTELLIGENCE TECHNOLOGY SOLUTIONS INC.
CONDENSED
CONSOLIDATED STATEMENT OF SHAREHOLDERS’ DEFICIT
(Unaudited)
Shares
Amount
Shares
Amount
Shares
Amount
Shares
Amount
Capital
Deficit
Deficit
Temporary Equity
Shareholder’s Deficit
Series B&C
Series E
Series F
Additional
Total
Preferred Stock
Preferred Stock
Preferred Stock
Common Stock
Paid-In
Accumulated
Shareholders’
Shares
Amount
Shares
Amount
Shares
Amount
Shares
Amount
Capital
Deficit
Deficit
Balance at February 29, 2024
—
—
3,350,000
$ 3,350
2,533
$ 101,619
9,238,750,958
$ 92,388
$ 92,565,513
$ ( 132,962,427 )
$ ( 40,199,557 )
Cumulative Effect Adjustment RFV discount per adoption of ASU 2020-06 at March 1, 2024
—
—
—
—
—
—
—
—
—
( 4,175,535 )
( 4,175,535 )
Issuance of shares, net of $ 116,046 issuance costs
—
—
—
—
—
—
1,080,166,425
10,802
2,671,791
—
2,682,593
Issuance of Series B Preferred Shares
300
360,000
—
—
—
—
—
—
( 82,000 )
—
( 82,000 )
Series B Preferred Shares issued as commitment fee
20
24,000
—
—
—
—
—
—
( 24,000 )
—
( 24,000 )
Series B Preferred shares issued as dividend
2
2,568
—
—
—
—
—
—
( 2,568 )
—
( 2,568 )
Redemption of Series B Preferred shares
( 107 )
( 128,856 )
—
—
—
—
—
—
28,856
( 28,856 )
—
Stock based compensation
—
—
—
—
—
—
—
—
83,323
—
83,323
Net income
—
—
—
—
—
—
—
—
—
( 4,194,359 )
( 4,194,359 )
Balance at May 31, 2024
215
$ 257,712
3,350,000
$ 3,350
2,533
$ 101,619
10,318,917,383
$ 103,190
$ 95,240,915
$ ( 141,361,177 )
$ ( 45,912,103 )
Issuance of shares, net of $ 195,656 issuance costs
—
—
—
—
—
—
1,330,610,802
13,306
4,478,054
—
4,491,360
Debt exchanged for common stock
—
—
—
—
—
—
57,142,857
571
199,429
—
200,000
Series F Preferred Shares exchanged for debt
—
—
—
—
( 20 )
( 20 )
—
—
( 65,793 )
( 334,187 )
( 400,000 )
Series B Preferred shares issued as dividend
2
2,620
—
—
—
—
—
—
( 2,620 )
—
( 2,620 )
Redemption of Series B Preferred shares
( 217 )
( 260,332 )
—
—
—
—
—
—
60,333
( 60,333 )
—
Stock based compensation
—
—
—
—
—
—
—
—
83,323
—
83,323
Net income
—
—
—
—
—
—
—
—
—
( 3,930,323 )
( 3,930,323 )
Balance at August 31,2024
—
$ —
3,350,000
$ 3,350
2,513
$ 101,599
11,706,671,042
$ 117,067
$ 99,993,641
$ ( 145,686,020 )
$ ( 45,470,363 )
The
accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
- 5 -
Table of Contents
ARTIFICIAL
INTELLIGENCE TECHNOLOGY SOLUTIONS INC.
CONDENSED
CONSOLIDATED STATEMENT OF SHAREHOLDERS’ DEFICIT
(Unaudited)
Temporary Equity
Shareholder’s Deficit
Series B & C
Series E
Series F
Additional
Total
Preferred Stock
Preferred Stock
Preferred Stock
Common Stock
Paid-In
Accumulated
Shareholders’
Shares
Amount
Shares
Amount
Shares
Amount
Shares
Amount
Capital
Deficit
Deficit
Balance at February 28, 2025
306
$ 402,084
3,350,000
$ 3,350
2,513
$ 101,599
14,412,453,768
$ 144,125
$ 106,316,844
$ ( 156,496,930 )
$ ( 49,931,012 )
Issuance of shares, net of $ 121,746 issuance costs
—
—
—
—
—
—
1,900,000,000
19,000
2,672,294
—
2,691,294
Debt exchanged for common shares
—
—
—
—
—
—
685,000,000
6,850
1,243,650
—
1,250,500
Series C Preferred shares issued as dividend
9
12,073
—
—
—
—
—
—
( 12,073 )
—
( 12,073 )
Stock based compensation
—
—
—
—
—
—
—
—
80,355
—
80,355
Net income
—
—
—
—
—
—
—
—
—
( 4,594,018 )
( 4,594,018 )
Balance at May 31, 2025
315
$ 414,157
3,350,000
$ 3,350
2,513
$ 101,599
16,997,453,768
$ 169,975
$ 110,301,070
$ ( 161,090,948 )
$ ( 50,514,954 )
Balance,
value
315
$ 414,157
3,350,000
$ 3,350
2,513
$ 101,599
16,997,453,768
$ 169,975
$ 110,301,070
$ ( 161,090,948 )
$ ( 50,514,954 )
Issuance of shares, net of $ 75,919 issuance costs
—
—
—
—
—
—
1,540,380,240
15,403
1,236,983
—
1,252,386
Issuance of shares, net
of issuance costs
—
—
—
—
—
—
1,540,380,240
15,403
1,236,983
—
1,252,386
Debt exchanged for common shares
—
—
—
—
—
—
1,250,000,000
12,500
1,237,500
—
1,250,000
Series C Preferred shares issued as dividend
9
12,435
—
—
—
—
—
—
( 12,435 )
—
( 12,435 )
Series C penalty shares
114
149,307
—
—
—
—
—
—
( 149,307 )
—
( 149,307 )
Redemption of Series C shares
( 95 )
( 125,000 )
—
—
—
—
—
—
29,871
( 29,871 )
—
Stock based compensation
—
—
—
—
—
—
—
—
80,355
—
80,355
Net income
—
—
—
—
—
—
—
—
—
763,064
763,064
Balance at August 31, 2025
343
$ 450,899
3,350,000
$ 3,350
2,513
$ 101,599
19,787,834,008
$ 197,878
$ 112,724,037
$ ( 160,357,755 )
$ ( 47,330,891 )
Balance,
value
343
$ 450,899
3,350,000
$ 3,350
2,513
$ 101,599
19,787,834,008
$ 197,878
$ 112,724,037
$ ( 160,357,755 )
$ ( 47,330,891 )
The
accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
- 6 -
Table of Contents
ARTIFICIAL
INTELLIGENCE TECHNOLOGY SOLUTIONS INC.
CONDENSED
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
Six Months
Ended
August 31,
2025
Six Months
Ended
August 31,
2024
CASH FLOWS USED IN OPERATING ACTIVITIES:
Net loss
$ ( 3,830,953 )
$ ( 8,124,682 )
Adjustments to reconcile net income to net cash used in operating activities:
Depreciation and amortization
1,012,196
645,311
Bad debts expense
71,482
11,995
Inventory provision
—
111,000
Reduction of right of use asset
68,809
63,821
Accretion of lease liability
53,778
61,159
Stock based compensation
160,710
166,646
Amortization of debt discounts
143,217
129,333
(Gain) loss on settlement of debt
( 4,370,185 )
6,520
Increase in related party accrued payroll and interest
67,575
22,151
Changes in operating assets and liabilities:
Accounts receivable
364,630
93,796
Prepaid expenses
340,696
75,146
Deposit on right of use asset
( 13,187 )
—
Device parts inventory
( 1,283,861 )
( 1,823,713 )
Accounts payable and accrued expenses
473,931
6,989
Customer deposits
( 7,649 )
289,870
Deferred compensation for CEO
( 1,004,917 )
( 505,000 )
Operating lease liabilities
( 118,906 )
( 118,383 )
Current portion of deferred variable payment obligation for payments
609,067
410,887
Accrued interest payable
1,863,013
2,043,248
Net cash used in operating activities
( 5,400,554 )
( 6,433,906 )
CASH FLOWS USED IN INVESTING ACTIVITIES:
Purchase of fixed assets
( 8,422 )
( 23,724 )
Acquisition of trademarks
( 1,998 )
( 4,144 )
Convertible note receivable
—
( 50,000 )
Net cash used in investing activities
( 10,420 )
( 77,868 )
CASH FLOWS FROM FINANCING ACTIVITIES:
Share proceeds net of issuance costs
4,362,349
6,893,169
Proceeds from loans payable
1,050,671
350,000
Repayment of loans payable
( 420,000 )
( 183,000 )
Proceeds on issuance of Series B shares
—
278,000
Redemption of Series B or Series C shares
( 125,000 )
( 389,188 )
Net cash provided by financing activities
4,868,020
6,948,981
Net change in cash
( 542,954 )
437,207
Cash, beginning of period
865,975
105,926
Cash, end of period
$ 323,021
$ 543,133
Supplemental disclosure of cash and non-cash transactions:
Cash paid for interest
$ 74,338
$ 185,705
Cash paid for income taxes
$ —
$ —
Noncash investing and financing activities:
Transfer from device parts inventory to revenue earning devices
$ 1,792,348
$ 1,781,083
Cumulative Effect Adjustment RFV discount per adoption of ASU 2020-06 at March 1, 2024
$ —
$ 4,175,535
Exchange of Series F preferred stock for note payable
$ —
$ 400,000
Exchange of note payable for common stock
$ 2,500,500
$ 200,000
Right of use asset for lease liability
$ 53,739
$ —
Series B or Series C preferred shares issued as dividend
$ 24,508
$ 5,188
Discount applied to face value of the loan
$ 251,629
$ —
Series C penalty shares issued
$ 149,307
$ —
The
accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
- 7 -
Table of Contents
ARTIFICIAL
INTELLIGENCE TECHNOLOGY SOLUTIONS INC.
NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
1.
GENERAL INFORMATION
Artificial
Intelligence Technology Solutions Inc. (“AITX” or the “Company”) was incorporated in Florida on March 25, 2010
and reincorporated in Nevada on February 17, 2015. On August 24, 2018, Artificial Intelligence Technology Solutions Inc., changed its
name from On the Move Systems Corp (“OMVS”).
Robotic
Assistance Devices, LLC (“RAD”), was incorporated in the State of Nevada on July 26, 2016 as a Limited Liability Company.
On July 25, 2017, Robotic Assistance Devices LLC converted to a C Corporation, Robotic Assistance Devices, Inc., through the issuance
of 10,000 common shares to its sole shareholder.
On
August 28, 2017, AITX completed the acquisition of RAD (the “Acquisition”), whereby AITX acquired all the ownership and equity
interest in RAD for 3,350,000 shares of AITX Series E Preferred Stock and 2,450 shares of Series F Convertible Preferred Stock. AITX’s
prior business focus was transportation services, and was exploring the on-demand logistics market by developing a network of logistics
partnerships. As a result of the closing of the Acquisition, AITX has succeeded to the business of RAD, and AITX’s business going
forward will consist of one segment activity, which is the delivery of artificial intelligence and robotic solutions for operational,
security and monitoring needs.
The
Acquisition was treated as a reverse recapitalization effected by a share exchange for financial accounting and reporting purposes since
substantially all of AITX’s operations were disposed of as part of the consummation of the transaction. Therefore, no goodwill
or other intangible assets were recorded by AITX as a result of the Acquisition. RAD is treated as the accounting acquirer as its stockholders
control the Company after the Acquisition, even though AITX was the legal acquirer. As a result, the assets and liabilities and the historical
operations that are reflected in these financial statements are those of RAD as if RAD had always been the reporting company.
2.
GOING CONCERN
The
accompanying unaudited consolidated financial statements have been prepared assuming that the Company will continue as a going concern.
The accompanying financial statements do not include any adjustments to reflect the possible future effects on the recoverability and
classification of assets or the amounts and classifications of liabilities that may result from the possible inability of the Company
to continue as a going concern.
For
the six months ended August 31, 2025, the Company had negative cash flow from operating activities of $ 5,400,554 . As of August 31, 2025,
the Company has an accumulated deficit of $ 160,357,755 , and negative working capital of $ 6,409,368 . 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
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
to its shareholders or fully implement its business plan. Without additional capital, the Company will not be able to remain in business.
At the same time management points to its successful history with maintaining Company operations and reminds all with reasonable confidence
this will continue. Management has plans to address the Company’s financial situation as follows:
Management
is committed to raise either non-dilutive funds or minimally dilutive funds. There is no assurance that these funds will be able to be
raised, nor can we provide assurance that these possible raises may not have dilutive effects. In June 2025, the Company entered into
an equity financing agreement whereby an investor will purchase up to $ 30,000,000 of the Company’s common stock at a discount over
a two-year period. There still remains $ 29 million left to issue under this arrangement. Management believes that it has the necessary
support to continue operations by continuing its funding methods in the following ways: growing revenues, through equity proceeds, and
issuing non-convertible debt. Management has had many recent conversations with the Company’s primary debt holder and believes
that the non-convertible debt on the balance sheet will be extended. Management notes that non-convertible debt on the books has been
extended by this debt holder twice in the past and notes that this debt holder has been a strong supporter of the Company.
- 8 -
Table of Contents
ARTIFICIAL
INTELLIGENCE TECHNOLOGY SOLUTIONS INC.
NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
3.
ACCOUNTING POLICIES
Basis
of Presentation and Consolidation
The
accompanying unaudited condensed consolidated financial statements have been prepared in accordance with generally accepted accounting
principles in the United States (“GAAP”) and in conformity with the condensing instructions on Form 10-Q and Rule 8-03 of
Regulation S-X and the related rules and regulations of the Securities and Exchange Commission (“SEC”) and should be read
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, 2025. 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, 2025, are not necessarily indicative of the results that may be expected for the entire year.
Use
of Estimates
In
order to prepare financial statements in conformity with accounting principles generally accepted in the United States, management must
make estimates, judgements and assumptions that affect the amounts reported in the financial statements and determine whether contingent
assets and liabilities, if any, are disclosed in the financial statements. The ultimate resolution of issues requiring these estimates
and assumptions could differ significantly from resolution currently anticipated by management and on which the financial statements
are based. The most significant estimates included in these consolidated financial statements are those associated with the assumptions
used to value preferred stock and derivative liabilities.
Reclassifications
Certain
amounts in the Company’s consolidated financial statements for prior periods have been reclassified to conform to the current period
presentation. These reclassifications have not changed the results of operations of prior periods.
Concentrations
Loans
payable
At
August 31, 2025 there were $ 27,952,785 of loans payable, $ 26,666,006 or 95 % of these loans to companies controlled by one individual.
At February 28, 2025 there were $ 32,801,345 loans payable, $ 28,581,506 or 87 % of these loans to companies controlled by one individual.
Cash
The
Company considers all highly liquid investments with an original maturity of three months or less to be cash equivalents. Cash and cash
equivalents consist of cash on deposit with banks and money market instruments. The Company places its cash and cash equivalents with
high-quality, U.S. financial institutions and, to date has not experienced losses on any of its balances.
Accounts
Receivable
Accounts
receivable are comprised of balances due from customers, net of estimated allowances for uncollectible accounts. In determining collectability,
historical trends are evaluated, and specific customer issues are reviewed on a periodic basis to arrive at appropriate allowances. There
was an allowance of $ 105,000 and $ 140,000 provided as of August 31, 2025 and February 28, 2025, respectively. For the six months ended
August 31, 2025, two customers account for 41 % of total accounts receivable. For the six months ended August 31, 2024, two customers
account for 55 % of total accounts receivable.
Device
Parts Inventory
Device
parts inventory is stated at the lower of cost or net realizable value using the weighted average cost method. The Company records a
valuation reserve for obsolete and slow-moving inventory, relying principally on specific identification of such inventory. The Company
uses these device parts in the assembly of revenue earning devices (and demo devices) as well as research and development. Depending
on use, the Company will transfer the parts to the corresponding asset or expense if used in research and development. A charge to income
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, 2025 and February 28, 2025 there was a valuation reserve of $ 465,000 and $ 465,000 , respectively.
- 9 -
Table of Contents
ARTIFICIAL
INTELLIGENCE TECHNOLOGY SOLUTIONS INC.
NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
Revenue
Earning Devices
Revenue
earning devices are stated at cost. Depreciation is provided on a straight-line basis over the estimated useful life of 48 months. The
Company continually evaluates revenue earning devices to determine whether events or changes in circumstances have occurred that may
warrant revision of the estimated useful life or whether the devices should be evaluated for possible impairment. 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.
Fixed
Assets
Fixed
assets are stated at cost. Depreciation is provided on the straight-line method based on the estimated useful lives of the respective
assets which range from two to five years. Major repairs or improvements are capitalized. Minor replacements and maintenance and repairs
which do not improve or extend asset lives are expensed currently.
SCHEDULE OF FIXED ASSETS STATED AT COST
Computer equipment and software
2 or 3 years
Office equipment
4 years
Manufacturing equipment
7 years
Warehouse equipment
5 years
Tooling
2 years
Demo Devices
4 years
Vehicles
3 years
Leasehold improvements
5 years, the life of the lease
The
Company periodically evaluates the fair value of fixed assets whenever events or changes in circumstances indicate that its carrying
amounts may not be recoverable. Upon retirement or other disposition of fixed assets, the cost and related accumulated depreciation are
removed from the accounts and the resulting gain or loss, if any, is recognized in income.
Research
and Development
Research
and development costs are expensed in the period they are incurred in accordance with ASC 730, Research and Development unless
they meet specific criteria related to technical, market and financial feasibility, as determined by Management, including but not limited
to the establishment of a clearly defined future market for the product, and the availability of adequate resources to complete the project.
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, 2025 and February 28, 2025, the Company had no deferred development costs.
Contingencies
Occasionally,
the Company may be involved in claims and legal proceedings arising from the ordinary course of its business. The Company records a provision
for a liability when it believes that it is both probable that a liability has been incurred, and the amount can be reasonably estimated.
If these estimates and assumptions change or prove to be incorrect, it could have a material impact on the Company’s consolidated
financial statements. Contingencies are inherently unpredictable, and the assessments of the value can involve a series of complex judgments
about future events and can rely heavily on estimates and assumptions.
- 10 -
Table of Contents
ARTIFICIAL
INTELLIGENCE TECHNOLOGY SOLUTIONS INC.
NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
Sales
of Future Revenues
The
Company has entered into transactions, as more fully described in footnote 8, in which it has received funding from investors in exchange
for which it will make payments to those investors based on the level of sales of certain revenue categories, generally based on a percentage
of sales for those certain revenues. The Company determines whether these agreements constitute sales of future revenues or are in substance
debt based on the facts and circumstances of each agreement, with the following primary criteria determinative of whether the agreement
constitutes a sale of future revenues or debt:
●
Does
the agreement purport, in substance, to be a sale
●
Does
the Company have continuing involvement in the generation of cash flows due the investor
●
Is
the transaction cancellable by either party through payment of a lump sum or other transfer of assets
●
Is
the investors rate of return is implicitly limited by the terms of the agreement
●
Does
the Company’s revenue for a reporting period underlying the agreement have only a minimal impact on the investor’s rate
of return
●
Does
the investor have recourse relating to payments due
In
the event a transaction is determined to be a sale of future revenues, it is recorded as deferred revenue and amortized using the sum-of-the-revenue
method. In the event a transaction is determined to be debt, it is recorded as debt and amortized using the effective interest method.
As of the date of these financial statements, the Company has determined that all such agreements are debt.
Revenue
Recognition
ASU
2014-09, “Revenue from Contracts with Customers (Topic 606)” , supersedes the revenue recognition requirements and
industry specific guidance under Revenue Recognition (Topic 605) . Topic 606 requires an entity to recognize revenue when it transfers
promised goods or services to customers in an amount that reflects the consideration the entity expects to be entitled to in exchange
for those goods or services. Topic 606 defines a five-step process that must be evaluated and, in doing so, it is possible more judgment
and estimates may be required within the revenue recognition process than required under existing accounting principles generally accepted
in the United States of America (“U.S. GAAP”) including identifying performance obligations in the contract, estimating the
amount of variable consideration to include in the transaction price and allocating the transaction price to each separate performance
obligation. The Company adopted Topic 606 on March 1, 2018, using the modified retrospective method. Under the modified retrospective
method, prior period financial positions and results will not be adjusted. There was no cumulative effect adjustment recognized as a
result of this adoption. Refer to Note 4 – Revenue from Contracts with Customers for additional information. For the six months
ended August 31, 2025 , one customer accounted for 47 % of total revenue. For the six months ended August 31, 2024 , two customers accounted
for 67 % of total revenue.
Income
Taxes
Income
taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized when items of income
and expense are recognized in the financial statements in different periods than when recognized in the tax return. Deferred tax assets
arise when expenses are recognized in the financial statements before the tax returns or when income items are recognized in the tax
return prior to the financial statements. Deferred tax assets also arise when operating losses or tax credits are available to offset
tax payments due in future years. Deferred tax liabilities arise when income items are recognized in the financial statements before
the tax returns or when expenses are recognized in the tax return prior to the financial statements. Deferred tax assets and liabilities
are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected
to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the
period that includes the enactment date.
On
December 22, 2017, the Tax Cuts and Jobs Act (“Tax Act”) was signed into law. ASC 740, Accounting for Income Taxes requires
companies to recognize the effects of changes in tax laws and rates on deferred tax assets and liabilities and the retroactive effects
of changes in tax laws in the period in which the new legislation is enacted. The Company’s gross deferred tax assets were revalued
based on the reduction in the federal statutory tax rate from 35% to 21%. A corresponding offset has been made to the valuation allowance,
and any potential other taxes arising due to the Tax Act will result in reductions to the Company’s net operating loss carryforward
and valuation allowance. The Company will continue to analyze the Tax Act to assess its full effects on the Company’s financial
results, including disclosures, for the Company’s fiscal year ending February 28, 2026, but the Company does not expect the Tax
Act to have a material impact on the Company’s consolidated financial statements
Leases
Lease
agreements are evaluated to determine if they are sales/finance leases meeting any of the following criteria at inception: (a) transfer
of ownership of the underlying asset; (b) purchase option that is reasonably certain of being exercised; (c) the lease term is greater
than a major part of the remaining estimated economic life of the underlying asset; or (d) if the present value of the sum of lease payments
and any residual value guaranteed by the lessee that has not already been included in lease payments in accordance with ASC 842-10-30-5(f)
equals or exceeds substantially all of the fair value of the underlying asset.
- 11 -
Table of Contents
ARTIFICIAL
INTELLIGENCE TECHNOLOGY SOLUTIONS INC.
NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
If
at its inception, a lease meets any of the four lease criteria above, the lease is classified by the Company as a sales/finance; and
if none of the four criteria are met, the lease is classified by the Company as an operating lease.
Operating
lease payments are recognized as an expense in the income statement on a straight-line basis over the lease term, whereby an equal amount
of rent expense is attributed to each period during the term of the lease, regardless of when actual payments are made. This generally
results in rent expense in excess of cash payments during the early years of a lease and rent expense less than cash payments in the
later years. The difference between rent expense recognized and actual rental payments is recorded as deferred rent and included in liabilities.
Distinguishing
Liabilities from Equity
The
Company relies on the guidance provided by ASC Topic 480, Distinguishing Liabilities from Equity , to classify certain redeemable
and/or convertible instruments. The Company first determines whether a financial instrument should be classified as a liability. The
Company will determine the liability classification if the financial instrument is mandatorily redeemable, or if the financial instrument,
other than outstanding shares, embodies a conditional obligation that the Company must or may settle by issuing a variable number of
its equity shares.
Once
the Company determines that a financial instrument should not be classified as a liability, the Company determines whether the financial
instrument should be presented between the liability section and the equity section of the balance sheet (“temporary equity”).
The Company will determine temporary equity classification if the redemption of the financial instrument is outside the control of the
Company (i.e. at the option of the holder). Otherwise, the Company accounts for the financial instrument as permanent equity.
Our
Chief Executive Officer/ Chairman holds sufficient shares of the Company’s voting preferred stock that give sufficient voting rights
under the articles of incorporation and bylaws of the Company such that the CEO/ Chairman can at any time unilaterally vote to increase
the number of authorized shares of common stock of the Company, without the need to call a general meeting of common shareholders of
the Company.
Initial
Measurement
The
Company records its financial instruments classified as liability, temporary equity or permanent equity at issuance at the fair value,
or cash received.
Subsequent
Measurement – Financial Instruments Classified as Liabilities
The
Company records the fair value of its financial instruments classified as liabilities at each subsequent measurement date. The changes
in fair value of its financial instruments classified as liabilities are recorded as other income (expenses).
Fair
Value of Financial Instruments
ASC
Topic 820, Fair Value Measurements and Disclosures (“ASC Topic 820”) provides a framework for measuring
fair value in accordance with generally accepted accounting principles.
ASC
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
between market participants at the measurement date. ASC Topic 820 establishes a fair value hierarchy that distinguishes between (1)
market participant assumptions developed based on market data obtained from independent sources (observable inputs) and (2) an entity’s
own assumptions about market participant assumptions developed based on the best information available in the circumstances (unobservable
inputs).
The
fair value hierarchy consists of three broad levels, which gives the highest priority to unadjusted quoted prices in active markets for
identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3). The three levels of the fair value
hierarchy under ASC Topic 820 are described as follows:
- 12 -
Table of Contents
ARTIFICIAL
INTELLIGENCE TECHNOLOGY SOLUTIONS INC.
NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
●
Level
1 – Unadjusted quoted prices in active markets for identical assets or liabilities that are accessible at the measurement date.
●
Level
2 – Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly
or indirectly. Level 2 inputs include quoted prices for similar assets or liabilities in active markets; quoted prices for identical
or similar assets or liabilities in markets that are not active; inputs other than quoted prices that are observable for the asset
or liability; and inputs that are derived principally from or corroborated by observable market data by correlation or other means.
●
Level
3 – Inputs that are unobservable for the asset or liability.
Measured
on a Recurring Basis
The
following table presents information about our liabilities measured at fair value on a recurring basis, aggregated by the level in the
fair value hierarchy within which those measurements fell:
SCHEDULE OF LIABILITIES MEASURED AT FAIR VALUE
Amount at
Fair Value Measurement Using
Fair Value
Level 1
Level 2
Level 3
August 31, 2025
Assets
Investment at cost
$ 100,000
$ 50,000
$ —
$ 50,000
Liabilities
Incentive compensation plan payable – revaluation of equity awards payable in Series G shares
$ 4,000,000
$ —
$ —
$ 4,000,000
February 28, 2025
Assets
Investment at cost
$ 100,000
$ 50,000
$ —
$ 50,000
Liabilities
Incentive compensation plan payable – revaluation of equity awards payable in Series G shares
$ 4,000,000
$ —
$ —
$ 4,000,000
For
the incentive compensation plan referred to above , the Company recorded stock based compensation of $ 0 and $ 0 for the three months ended
August 31, 2025 and February 28, 2025 with corresponding adjustments to incentive compensation plan payable
The
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.
Earnings
(Loss) per Share
Basic
earnings (loss) per share (“EPS”) is computed by dividing net income (loss) available to common shareholders (numerator)
by the weighted average number of shares outstanding (denominator) during the period. Diluted EPS give effect to all dilutive potential
common shares outstanding during the period using the treasury stock method and convertible preferred stock using the if-converted method.
In computing diluted EPS, the average stock price for the period is used to determine the number of shares assumed to be purchased from
the exercise of stock options and/or warrants. Diluted EPS excluded all dilutive potential shares if their effect is anti-dilutive.
Basic
loss per common share is computed based on the weighted average number of shares outstanding during the period. Diluted loss per share
is computed in a manner similar to the basic loss per share, except the weighted-average number of shares outstanding is increased to
include all common shares, including those with the potential to be issued by virtue of convertible debt and other such convertible instruments.
Diluted loss per share contemplates a complete conversion to common shares of all convertible instruments only if they are dilutive in
nature with regards to earnings per share.
- 13 -
Table of Contents
ARTIFICIAL
INTELLIGENCE TECHNOLOGY SOLUTIONS INC.
NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
4.
REVENUE FROM CONTRACTS WITH CUSTOMERS
Revenue
is earned primarily from two sources: 1) direct sales of goods or services and 2) short-term rentals. Direct sales of goods or services
are accounted for under Topic 606, and short-term rentals are accounted for under Topic 842 (which addresses lease accounting and was
adopted on March 1, 2019).
As
disclosed in the revenue recognition section of Note 3 – Accounting Polices, the Company adopted Topic 606 in accordance with the
effective date on March 1, 2018. Note 3 includes disclosures regarding the Company’s method of adoption and the impact on the Company’s
financial statements. Revenue is recognized on direct sales of goods or services when it transfers promised goods or services to customers
in an amount that reflects the consideration the entity expects to be entitled to in exchange for those goods or services.
After
adopting Topic 842, also referred to above in Note 3, the Company is accounting for revenue earned from rental activities where an identified
asset is transferred to the customer and the customer has the ability to control that asset. The Company recognizes revenue from its
device rental activities when persuasive evidence of a contract exists, the performance obligations have been satisfied, the transaction
price is fixed or determinable and collection is reasonably assured. Performance obligations associated with device rental transactions
are satisfied over the rental period. Rental periods are short-term in nature. Therefore, the Company has elected to apply the practical
expedient which eliminates the requirement to disclose information about remaining performance obligations. Payments are due from customers
at the completion of the rental, except for customers with negotiated payment terms, generally net 30 days or less, which are invoiced
and remain as accounts receivable until collected.
The
following table presents revenues from contracts with customers disaggregated by product/service:
SCHEDULE OF REVENUES FROM CONTRACTS WITH CUSTOMERS
Three
Months
Ended
Three
Months
Ended
Six Months
Ended
Six Months
Ended
August 31,
2025
August 31,
2024
August 31,
2025
August 31,
2024
Device rental activities
$ 1,695,471
$ 1,065,898
$ 3,322,757
$ 2,046,434
Direct sales of goods and services
193,278
278,285
420,829
480,549
Revenue
$ 1,888,749
$ 1,344,183
$ 3,743,586
$ 2,526,983
- 14 -
Table of Contents
ARTIFICIAL
INTELLIGENCE TECHNOLOGY SOLUTIONS INC.
NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
5.
LEASES
We
lease certain warehouses, and office space. Leases with an initial term of 12 months or less are not recorded on the balance sheet; we
recognize lease expense for these leases on a straight-line basis over the lease term. For lease agreements entered into or reassessed
after the adoption of Topic 842, we did not combine lease and non-lease components.
There
is no lease renewal. The depreciable life of assets and leasehold improvements are limited by the expected lease term, unless there is
a transfer of title or purchase option reasonably certain of exercise.
Below
is a summary of our lease assets and liabilities at August 31, 2025 and February 28, 2025.
SCHEDULE OF LEASE ASSETS AND LIABILITIES
Leases
Classification
August 31,
2025
February 28,
2025
Assets
Operating
Operating Lease Assets
$ 1,007,980
$ 1,010,545
Liabilities
Current
Operating
Current Operating Lease Liability
$ 245,173
$ 197,349
Noncurrent
Operating
Noncurrent Operating Lease Liabilities
747,619
810,513
Total lease liabilities
$ 992,792
$ 1,007,862
Note:
As most of our leases do not provide an implicit rate, we use our incremental borrowing rate of 10 % which for the leases noted above
was based on the information available at commencement date in determining the present value of lease payments. We compare against loans
we obtain to acquire physical assets and not loans we obtain for financing. The loans we obtain for financing are generally at significantly
higher rates and we believe that physical space or vehicle rental agreements are in line with physical asset financing agreements. CAM
charges were not included in operating lease expense and were expensed in general and administrative expenses as incurred.
Rent
expense and operating lease cost was $ 62,578 and $ 120,797 for the three and six months ended August 31, 2025, respectively, and $ 62,967
and $ 124,980 for the three and six months ended August 31, 2024, respectively.
6.
INVESTMENT
On
December 23, 2022 the Company entered into a Simple Agreement for Future Equity (SAFE) contract to invest $ 50,000 to acquire shares of
a company’s capital stock at a discount. On June 3, 2024 the Company acquired a $ 50,000 convertible note receivable from Nightingale
Intelligent Systems, Inc., a private Delaware corporation that provides unmanned aerial vehicles
(UAV) for commercial applications. On January 3, 2025 the Company exchanged it’s convertible note receivable for : 1,770,840 Series
A preferred shares , 15,000 common shares and 165,000 common share warrants. On February 28, 2025, there was a 10 :1 split . The Company
now holds 177,084 Series A preferred shares , 1,500 common shares and 16,500 common share warrants (at a strike price of $ 0.80 /share).
The Company values the Nightingale Intelligent Systems, Inc.’s shares and warrants
at $ 50,000 bringing total investments at cost to $ 100,000 at May 31, 2025.
7.
REVENUE EARNING DEVICES
Revenue
earning devices consisted of the following:
SCHEDULE OF REVENUE EARNING DEVICES
August 31,
2025
February 28,
2025
Revenue earning devices
$ 8,591,615
$ 6,831,352
Less: Accumulated depreciation
( 3,243,187 )
( 2,292,172 )
Total
$ 5,348,428
$ 4,539,180
During
the three and six months ended August 31, 2025 the Company made total additions to revenue earning devices of $ 864,716 and $ 1,760,263 ,
respectively, which were transfers from inventory. During 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 , respectively, which were transfers from inventory.
Depreciation
and amortization for the six months ended August 31, 2025, and August 31, 2024, are as follows:
SCHEDULE OF DEPRECIATION AND AMORTIZATION
Depreciation and Amortization
Three
Months
Ended
August 31,
2025
Three
Months
Ended
August 31
2024
Six Months
Ended
August 31,
2025
Six Months
Ended
August 31
2024
Cost of Goods Sold
$ 493,220
$ 240,000
$ 941,176
$ 441,873
Operating expenses
5,736
64,918
9,840
119,273
Total Depreciation and Amortization of Revenue Earning Devices
$ 498,956
$ 304,918
$ 951,016
$ 561,146
- 15 -
Table of Contents
ARTIFICIAL
INTELLIGENCE TECHNOLOGY SOLUTIONS INC.
NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
8.
FIXED ASSETS
Fixed
assets consisted of the following:
SCHEDULE OF FIXED ASSETS
August 31,
2025
February 28,
2025
Automobile
$ 74,237
$ 74,237
Demo devices
334,271
302,186
Tooling
107,020
107,020
Machinery and equipment
17,246
8,825
Computer equipment
157,448
157,448
Office equipment
15,312
15,312
Furniture and fixtures
21,225
21,225
Warehouse equipment
36,305
36,305
Leasehold improvements
26,956
26,956
Fixed assets gross
790,020
749,514
Less: Accumulated depreciation
( 552,367 )
( 491,186 )
Fixed assets, net of
accumulated depreciation
$ 237,653
$ 258,328
During
the three months ended August 31, 2025, the Company made additions of $ 9,738 of which $ 9,738 were transfers from inventory. During the
six months ended August 31, 2025, the Company made additions of $ 40,507 of which $ 32,085 were transfers from inventory with remaining
additions of $ 8,422 . During the three months ended August 31, 2024, the Company made additions of $ 22,097 of which $ 17,505 were transfers
from inventory with remaining additions of $ 4,592 . During the six months ended August 31, 2024, the Company made additions of $ 74,274
of which $ 50,550 were transfers from inventory with remaining additions of $ 23,724 .
Depreciation
and amortization for the six months ended August 31, 2025, and August 31, 2024, are as follows:
SCHEDULE OF DEPRECIATION AND AMORTIZATION IN OPERATING EXPENSES
Depreciation
and Amortization
Three
Months
Ended
August
31,
2025
Three
Months
Ended
August
31
2024
Six
Months
Ended
August
31,
2025
Six
Months
Ended
August
31
2024
Fixed
Assets
$
31,164
$
42,844
$
61,181
$
84,165
Revenue
earning devices
5,736
64,918
9,840
119,273
Total
Depreciation and Amortization
Included
in operating expenses
$
36,900
$
107,762
$
71,021
$
203,438
9.
DEFERRED VARIABLE PAYMENT OBLIGATION
On
February 1, 2019 the Company entered into an agreement with an investor whereby the investor would pay up to $ 900,000 in exchange for
a perpetual 9 % rate payment (Payments) on the Company’s reported quarterly revenue from operations excluding any gains or losses
from financial instruments (Revenues). At February 29, 2020 the investor has advanced the full $ 900,000 .
On
May 9, 2019 the Company entered into two similar arrangements with two investors:
(1)
The
investor would pay up to $ 400,000 in exchange for a perpetual 4 % rate Payment on the Company’s reported quarterly Revenues.
At February 29, 2020, $ 400,000 has been paid to the Company.
(2)
The
investor would pay up to $ 50,000 in exchange for a perpetual 1.11 % rate Payment on the Company’s reported quarterly Revenues.
At February 29, 2020, $ 50,000 has been paid to the Company.
These
variable payments (Payments) are to be made 30 days after the end of each fiscal quarter. If the Payments would deplete RAD’s available
cash by more than 30%, the Payments may be deferred for up to 12 months after the quarterly report at an interest rate of 6% per annum
on the unpaid amount .
In
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
value (FMV) of all future Payments associated with the assets sold as determined by an independent valuator to be chosen by the investors.
The FMV cannot exceed 30% of the total asset disposition price defined as the total price paid for the assets plus all future Payments
associated with the assets sold. In the event that the common or preferred shares are sold by the Company to a third party as to effect
a change in control, then the investors must be paid the FMV of all future Payments in one lump payment. The FMV cannot exceed 30% of
the share disposition price defined as the total price the third party paid for the shares plus the total value of all future Payments .
- 16 -
Table of Contents
ARTIFICIAL
INTELLIGENCE TECHNOLOGY SOLUTIONS INC.
NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
On
November 18, 2019, the Company entered into another similar arrangement with the (February 1, 2019) investor above whereby the investor
would advance up to $ 225,000 in exchange for a perpetual 2.25 % rate Payment on the Company’s quarterly Revenues (commencing on
quarter ending May 31, 2020). At February 29, 2020, the investor has advanced $ 109,000 and the investor advanced the $ 116,000 remainder
as of May 2020.
On
December 30, 2019, the Company entered into another similar arrangement with a new investor whereby the investor would advance up to
$ 100,000 in exchange for a perpetual 1.00 % rate Payment on the Company’s quarterly Revenues (commencing quarter ended November
30, 2020). At February 29, 2020, the investor has advanced $ 50,000 with the remainder to be advanced no later than June 30, 2020. If
the total investor advances turns out to be less than $ 100,000 , this would not constitute a breach of the agreement, rather the 1.00 %
rate would be adjusted on a pro-rata basis.
On
April 22, 2020, the Company entered into another similar arrangement with the (first May 9, 2019) investor above whereby the investor
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.
On
July 1, 2020, the Company entered into a similar agreement with the first investor whereby the investor would pay up to $ 800,000 in exchange
for a perpetual 2.75 % rate payment (Payment) on the Company’s reported quarterly revenue. These Payments are to be made 90 days
after the fiscal quarter with the first payment being due no later than May 31, 2021. If the Payments would deplete RAD’s available
cash by more than 20%, the payment may be deferred. The investor had agreed to pay $100,000 per month over an 8 month period with the
first payment due July 2020 and the final payment no later than February 28, 2021. As at August 31, 2020 the investor had fully funded
the $800,000 commitment .
On
August 27, 2020, the Company and the first investor referred to above consolidated the three separate agreements of February 1, 2019
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 . 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.
In
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
investors would be entitled to the fair market value (FMV) of all future Payments associated with the assets sold as determined by an
independent valuator to be chosen by the investors. The FMV cannot exceed 43.77% of the total asset disposition price defined as the
total price paid for the assets plus all future Payments associated with the assets sold. In the event that the common or preferred shares
are sold by the Company to a third party as to effect a change in control, then the investors must be paid the FMV of all future Payments
in one lump payment. The FMV cannot exceed 43.77% of the share disposition price defined as the total price the third party paid for
the shares plus the total value of all future Payments. As of March 1, 2021 as a result of the amendment with the first investor noted
below. This aggregate asset disposition % was reduced from 43.77 % to 33.77% .
The
Payments first become payable on June 30, 2019 (unless otherwise indicated) based on the quarterly Revenues for the quarter ended May
31, 2019 and accrue every quarter thereafter. As of August 31, 2025, the Company has accrued $ 2,510,325 in Payments of which $ 1,315,265
are in arrears. As of February 28, 2025, the Company has accrued approximately $ 1,901,258 in Payments, of which $ 904,377 is in arrears.
No notices have been received by the Company.
On
March 1, 2021, the first investor referred to above whose aggregate investment is $ 1,925,000 revised his agreements as follows:
1)
The
rate payment was reduced from 14.25 % to 9.65 %
2)
The
asset disposition % (see below) was reduced from 31 % to 21 %
In
consideration for the above changes, the investor received 40 Series F Convertible Preferred Stock and a warrant to purchase 367 shares
of its Series F Convertible Preferred Stock with a five 5 -year term and an exercise price of $ 1.00 . During the three months ended May 31,
2021, the warrant holder exercised warrants to acquire 38 shares of Series F Convertible Preferred Stock. The Company attributed a fair
value based on recent transactions for the Series F Preferred stock and warrants of $ 33,015,214 and recorded a loss on settlement of
debt with a corresponding adjustment to paid in capital.
- 17 -
Table of Contents
ARTIFICIAL
INTELLIGENCE TECHNOLOGY SOLUTIONS INC.
NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
The
Company retains total involvement in the generation of cash flows from these revenue streams that form the basis of the payments to be
made to the investors under this agreement. Because of this, the Company has determined that the agreements constitute debt agreements.
As of August 31, 2025, and February 28, 2025, the long-term balances other than Payments already owed is the cash received of $ 2,525,000
and $ 2,525,000 , respectively.
For
both the three months and six months ended August 31, 2025 and year ended February 28, 2025, 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,
2025 and February 28, 2025.
10.
RELATED PARTY TRANSACTIONS
For
both the three months and six months ended August 31, 2025 and August 31, 2024 , the Company had no repayments of net advances from its
loan payable-related party. At August 31, 2025 the loan payable-related party was $ 396,940 and $ 329,635 at February 28, 2025. Included
in the balance due to the related party at August 31, 2025 is $ 320,408 of deferred salary and interest, $ 225,013 of which bears interest
at 12 %. As of February 28, 2025, included in the balance due to the related party is $ 252,833 of deferred salary and interest, $ 190,013
of which bears interest at 12 %. The accrued interest included in the loan at August 31, 2025, and February 28, 2025, was $ 63,501 , and
$ 51,575 , respectively.
During
the six months ended August 31, 2025, the Company paid out gross payments to the CEO of $ 1,504,917
offset by a bonus accrual of $ 500,000 ,
which yields a net change of $ 1,004,917
relating to deferred compensation for CEO. This was all in
accordance with a December 2023 board action allowing for $ 1
million of annual discretionary compensation as well as a February
28, 2025. The balance of deferred compensation for CEO was $ 1,197,683
and $ 2,202,600
at August 31, 2025, and February 28, 2025, respectively
For
the three and six months ended August 31, 2025, the Company accrued $ 0 (three and six months ended August 31 2024-$ 0 ) of incentive compensation
plan payable to the CEO . This will be payable in Series G Preferred Shares which are redeemable at the Company’s option at $ 1,000
per share. At August 31, 2025, and February 28, 2025, there was $ 4,000,000 and $ 4,000,000 of incentive compensation payable.
During
the three months ended August 31, 2025 and 2024, the Company was charged $ 598,277 and $ 777,260 , respectively for fees for research and
development from a company partially owned by a principal shareholder.
During
the six months ended August 31, 2025 and 2024, the Company was charged $ 1,335,152 and $ 1,289,830 , respectively for fees for research
and development from a company partially owned by a principal shareholder. The principal shareholder received no compensation from this
partially owned research and development company and the fees were spent on core development projects. As at both August 31, 2025, and
February 28, 2025, the balance due to this company was $ 160,557 and $ 76,532 , respectively.
- 18 -
Table of Contents
ARTIFICIAL
INTELLIGENCE TECHNOLOGY SOLUTIONS INC.
NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
11.
LOANS PAYABLE
Loans
payable at August 31, 2025 consisted of the following:
SCHEDULE OF LOANS PAYABLE
Date
Maturity
Description
Principal
Interest
Rate
July 18, 2016
July 18, 2017
Promissory note
(1)*
$ 3,500
22 %
December 10, 2020
March 1, 2027
Promissory note
(2)
3,921,168
12 %
December 10, 2020
March 1, 2027
Promissory note
(3)
2,754,338
12 %
December 10, 2020
December 10, 2024
Promissory note
(4)*
165,605
12 %
December 14, 2020
March 1, 2027
Promissory note
(5)
310,375
12 %
December 30, 2020
March 1, 2027
Promissory note
(6)
350,000
12 %
January 1, 2021
March 1, 2027
Promissory note
(7)
25,000
12 %
January 1, 2021
March 1, 2027
Promissory note
(8)
145,000
12 %
January 14, 2021
March 1, 2027
Promissory note
(9)
-
12 %
February 22, 2021
March 1, 2027
Promissory note
(10)
1,650,000
12 %
March 1, 2021
March 1, 2027
Promissory note
(11)
3,925,000
12 %
June 8, 2021
June 8, 2027
Promissory note
(12)
2,750,000
12 %
July 12, 2021
July 26, 2026
Promissory note
(13)
-
7 %
September 14, 2021
September 14, 2027
Promissory note
(14)
1,650,000
12 %
July 28, 2022
March 1, 2027
Promissory note
(15)
170,000
15 %
August 30, 2022
August 30,2027
Promissory note
(16)
3,000,000
15 %
September 7, 2022
March 1, 2027
Promissory note
(17)
400,000
15 %
September 8, 2022
March 1, 2027
Promissory note
(18)
475,000
15 %
October 13, 2022
March 1, 2027
Promissory note
(19)
350,000
15 %
October 28, 2022
October 31, 2026
Promissory note
(20)
400,000
15 %
November 9, 2022
October 31, 2026
Promissory note
(20)
400,000
15 %
November 10, 2022
October 31, 2026
Promissory note
(20)
400,000
15 %
November 15, 2022
October 31, 2026
Promissory note
(20)
400,000
15 %
January 11, 2023
October 31, 2026
Promissory note
(20)
400,000
15 %
February 6, 2023
October 31, 2026
Promissory note
(20)
400,000
15 %
April 5. 2023
October 31, 2026
Promissory note
(20)
400,000
15 %
April 20, 2023
October 31, 2026
Promissory note
(20)
400,000
15 %
May 11, 2023
October 31, 2026
Promissory note
(20)
400,000
15 %
October 27, 2023
October 31, 2026
Promissory note
(20)
400,000
15 %
November 30, 2023
April 30, 2026
Purchase Agreement
(21)
203,000
15 %
March 8, 2024
August 8, 2025
Purchase Agreement
(22)*
350,000
15 %
July 26, 2025
July 26, 2026
Promissory note
(23)
165,000
15 %
August 7,2025
August 7,2026
Promissory note
(24)
245,000
15 %
August 25, 2025
August 25, 2026
Promissory note
(25)
137,500
15 %
August 25, 2025
May 6, 2026
Future Receivables Purchase and Sale Agreement
(26)
807,299
108 %
$ 27,952,785
Less: current portion of loans payable
( 2,076,905 )
Less: discount on non-current loans payable
( 269,445 )
Non-current loans payable, net of discount
$ 25,606,435
Current portion of loans payable
$ 2,076,905
Less: discount on current portion of loans payable
( 251,629 )
Current portion of loans payable, net of discount
$ 1,825,276
*
In
default
- 19 -
Table of Contents
ARTIFICIAL
INTELLIGENCE TECHNOLOGY SOLUTIONS INC.
NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
(1)
This
note was transferred from convertible notes payable because in August 2022 it was no longer convertible due to restrictions placed
on the lender.
(2)
This
promissory note was issued as part of a debt settlement whereby $ 2,683,357 in convertible notes and associated accrued interest of $ 1,237,811
totaling $ 3,921,168 was exchanged for this promissory note of $ 3,921,168 , and a warrant to purchase 450,000,000 shares at an exercise
price of $ .002 per share and a three-year maturity having a relative fair value of $ 990,000 . This note is secured by a general security
charging all of the Company’s present and after-acquired property. On November 28, 2023, the parties extended the maturity date
from December 10, 2023, to March 1, 2025, with all other terms and conditions remaining the same . On April 16, 2025, the parties again
extended the maturity date from March 1, 2025, to March 1, 2027, with all other terms and conditions remaining the same .
(3)
This
promissory note was issued as part of a debt settlement whereby $ 1,460,794 in convertible notes and associated accrued interest of $ 1,593,544
totaling $ 3,054,338 was exchanged for this promissory note of $ 3,054,338 , and a warrant to purchase 250,000,000 shares at an exercise
price of $ 0.002 per share and a three-year maturity having a relative fair value of $ 550,000 . This note is secured by a general security
charging all of the Company’s present and after-acquired property. $ 300,000 has been repaid during the year ended February 29,
2024. On November 28, 2023, the parties extended the maturity date from December 10, 2023, to March 1, 2025, with all other terms and
conditions remaining the same . On April 16, 2025, the parties again extended the maturity date from March 1, 2025, to March 1, 2027,
with all other terms and conditions remaining the same .
(4)
This
promissory note was issued as part of a debt settlement whereby $ 103,180 in convertible notes and associated accrued interest of $ 62,425
totaling $ 165,605 was exchanged for this promissory note of $ 165,605 , and a warrant to purchase 80,000,000 shares at an exercise price
of $ .002 per share and a three-year maturity having a fair value of $ 176,000 . The maturity date was extended from December 10, 2023 to
December 10, 2024 on February 29, 2024 and a fee of $ 22,958 was paid and charged to interest expense . The note is in default. No notices
have been sent.
(5)
This
promissory note was issued as part of a debt settlement whereby $ 235,000 in convertible notes and associated accrued interest of $ 75,375
totaling $ 310,375 was exchanged for this promissory note of $ 310,375 , and a warrant to purchase 25,000,000 shares at an exercise price
of $ .002 per share and a three-year maturity having a fair value of $ 182,500 .
(6)
The
note, with an original principal amount of $ 350,000 , may be pre-payable at any time. The note balance includes an original issue discount
of $ 35,000 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 $ 271,250 . 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 $ 271,250 with a corresponding adjustment to paid in capital
for the relative fair value of the warrant. On March 1, 2024, the unamortized relative fair value discount of $ 65,092 was removed with
a corresponding adjustment to accumulated deficit. A $ 8,399 unamortized discount remained. O n November 28, 2023, the parties extended
the maturity date from December 10, 2023, to March 1, 2025, with all other terms and conditions remaining the same . On April 16, 2025,
the parties again extended the maturity date from March 1, 2025, to March 1, 2027, with all other terms and conditions remaining the
same . For the six months ended August 31, 2025 , the Company recorded amortization expense of $ 138 , with an unamortized
discount of $ 0 at August 31, 2025.The loan is fully amortized.
(7)
This
promissory note was issued as part of a debt settlement whereby $ 9,200 in convertible notes and associated accrued interest of $ 6,944
totaling $ 16,144 was exchanged for this promissory note of $ 25,000 . This note is secured by a general security charging all of the Company’s
present and after-acquired property. On November 28, 2023, the parties extended the maturity date from January 1, 2024, to March 1, 2025,
with all other terms and conditions remaining the same . On April 16, 2025, the parties again extended the maturity date from March 1,
2025, to March 1, 2027, with all other terms and conditions remaining the same .
(8)
This
promissory note was issued as part of a debt settlement whereby $ 79,500 in convertible notes and associated accrued interest of $ 28,925
totaling $ 108,425 was exchanged for this promissory note of $ 145,000 . This note is secured by a general security charging all of
the Company’s present and after-acquired property. On November 28, 2023, the parties extended the maturity date from January
1, 2024, to March 1, 2025, with all other terms and conditions remaining the same . On April 16, 2025, the parties again extended
the maturity date from March 1, 2025, to March 1, 2027, with all other terms and conditions remaining the same .
- 20 -
Table of Contents
ARTIFICIAL
INTELLIGENCE TECHNOLOGY SOLUTIONS INC.
NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
(9)
The 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 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
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 . On April 16, 2025, the parties again extended the maturity
date from March 1, 2025, to March 1, 2027, with all other terms and conditions remaining the same . For the six months ended August
31, 2025 , the Company recorded amortization expense of $ 144 , with an unamortized discount of $ 0 at August 31, 2025.The loan is fully
amortized. On February 11, 2025, the Company repaid $ 162,000 through the issuance of 60,000,000 common shares. The remaining
$ 388,000 in loan principal as well as $ 35,500 in accrued interest ( all totaling $ 425,500 ) was repaid on March 5, 2025 through the
issuance of 185,000,000 common shares.
(10)
The 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 100,000,000 shares at an exercise price of $ 0.135 per share with a 3 -year term and having
a relative fair value of $ 1,342,857 . The discount and warrant 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 $ 1,342,857 with a corresponding adjustment to
paid in capital for the relative fair value of the warrant. The maturity date was extended from February 22, 2022, to February 22,
2024, on February 28, 2022, in exchange for warrants to purchase 50,000,000 at an exercise price of $ .0164 and a 3 -year term. These
warrants have a fair value of $ 950,000 recorded as interest expense with a corresponding adjustment to paid in capital recorded in
the year ended February 28, 2022. 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 April 16, 2025, the
parties again extended the maturity date from March 1, 2025, to March 1, 2027, with all other terms and conditions remaining the
same . For the six months ended August 31, 2025, the Company recorded amortization expense of $ 700 , with an unamortized discount of
$ 0 at August 31, 2025. The loan is fully amortized.
(11)
The unsecured note may
be pre-payable at any time. Cash proceeds of $ 5,400,000 were received. The note balance of $ 6,000,000 includes an original issue
discount of $ 600,000 and was issued with a warrant to purchase 300,000,000 shares at an exercise price of $ 0.135 per share with a
3 -year term and having a relative fair value of $ 4,749,005 using Black-Scholes with assumptions described in note 13. 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 $ 4,749,005 with a corresponding adjustment to paid in capital for the relative value of the warrant. The maturity
was extended from March 1, 2022 to March 1, 2024 on February 28, 2022 in exchange for warrants to purchase 150,000,000 shares of
common stock at an exercise price of $ .0164 and a 3 year term. These warrants have a fair value of $ 2,850,000 recorded as interest
expense with a corresponding adjustment to paid in capital recorded in the year ended February 28, 2022. This note has been fully
amortized. This note was again extended to March 1, 2025. On April 16, 2025, the parties again extended the maturity date from March
1, 2025, to March 1, 2027, with all other terms and conditions remaining the same . For the six months ended August 31,
2025 , the Company has issued 1,750,000,000 common shares to repay $ 2,075,000 in loan principal.
(12)
The note, with an original
principal balance of $ 2,750,000 , may be pre-payable at any time. The note balance includes an original issue discount of $ 50,000
and was issued with a warrant to purchase 170,000,000 shares at an exercise price of $ 0.064 per share with a 3 -year term and having
a relative fair value of $ 2,035,033 . 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 $ 2,035,033 with a corresponding adjustment to paid in
capital. The maturity date was extended from June 8, 2022 to June 8, 2024 on February 28, 2022 in exchange for warrants to purchase
85,000,000 at an exercise price of $ .0164 and a 3 year term. These warrants have a fair value of $ 1,615,000 recorded as interest
expense with a corresponding adjustment to paid in capital recorded in the year ended February 28, 2022. This note was extended to
June 8, 2025. On March 1, 2024, the unamortized relative fair value discount of $ 33,547 was removed with a corresponding adjustment
to accumulated deficit. A $ 4,121 unamortized discount remained. For the six months ended August 31, 2025, the Company recorded amortization
expense of $ 964 , with an unamortized discount of $ 0 at August 31, 2025. The loan is fully amortized On April 16, 2025, the
parties again extended the maturity date from June 8, 2025, to June 8, 2027, with all other terms and conditions remaining the same .
(13)
This
loan, with an original principal balance of $ 4,000,160 , was in exchange for 184 Series F preferred shares from a former director. The
interest and principal are payable at maturity. The loan is unsecured. During the six months ended August 31, 2025 the Company
repaid $ 420,000 as part of a settlement with the estate of the lender . A settlement agreement was entered into on April 25,2025 between
the Company and the Estate of the lender whereby the Company will repay a total of $ 420,000 to fully discharge the outstanding loan balance
and accrued interest which totaled $ 4,790,185 .. This settlement agreement was approved by the court on June 5, 2025. Upon settlement
in August 2025, the Company recorded a gain on settlement of debt of $ 4,370,185 . At August 31, 2025 the outstanding principal and interest
was $ 0 .
- 21 -
Table of Contents
ARTIFICIAL
INTELLIGENCE TECHNOLOGY SOLUTIONS INC.
NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
(14)
The 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 deficit. A $ 66,846 unamortized discount remained. For the six months ended August 31, 2025, the Company recorded amortization
expense of $ 4,170 , with an unamortized discount of $ 21,011 at August 31, 2025. O n April 16, 2025, the parties again extended the
maturity date from September 14, 2025, to September 14, 2027, with all other terms and conditions remaining the same .
(15)
Original $ 170,000 note
may be pre-payable at any time. The note balance includes an original issue discount of $ 20,000 . Principal and interest due at maturity.
Secured by a general security charging all of RAD’s present and after-acquired property. On November 29, 2023, the parties
extended the maturity date from July 28, 2023, to March 1, 2025, with all other terms and conditions remaining the same . This note
has been fully amortized. On April 16, 2025, the parties again extended the maturity date from March 1, 2025, to March 1, 2027, with
all other terms and conditions remaining the same .
(16)
A warrant holder exchanged
955,000,000 warrants for a promissory note of $ 3,000,000 , bearing interest at 15 % with a two year maturity. The fair value of the
warrants was determined to be $ 2,960,500 with a corresponding adjustment to paid-in capital and a debt discount of $ 39,500 which
will be amortized over the term of the loan. Principal and interest due at maturity. On March 1, 2024, the unamortized relative fair
value discount of $ 11,535 was removed with a corresponding adjustment to accumulated deficit. This note has been fully amortized.
This note was extended to August 30, 2025. On April 16, 2025, the parties again extended the maturity date from August 30, 2025,
to August 30, 2027, with all other terms and conditions remaining the same .
(17)
Original $ 400,000 note
may be pre-payable at any time. The note balance includes an original issue discount of $ 50,000 . Principal and interest due at maturity.
Secured by a general security charging all of RAD’s present and after-acquired property. On November 29, 2023, the parties
extended the maturity date from September 7, 2023, to March 1, 2025, with all other terms and conditions remaining the same . This
note has been fully amortized. On April 16, 2025, the parties again extended the maturity date from March 1, 2025, to March 1, 2027,
with all other terms and conditions remaining the same .
(18)
Original $ 475,000 note
may be pre-payable at any time. The note balance includes an original issue discount of $ 75,000 . Principal and interest due at maturity.
Secured by a general security charging all of RAD’s present and after-acquired property. On November 29, 2023, the parties
extended the maturity date from September 8, 2023, to March 1, 2025, with all other terms and conditions remaining the same . This
note has been fully amortized. On April 16, 2025, the parties again extended the maturity date from March 1, 2025, to March 1, 2027,
with all other terms and conditions remaining the same .
(19)
Original $ 350,000 note
may be pre-payable at any time. The note balance includes an original issue discount of $ 50,000 . Principal and interest due at maturity.
Secured by a general security charging all of the Company’s present and after-acquired property. On November 29, 2023, the
parties extended the maturity date from October 13, 2023, to March 1, 2025, with all other terms and conditions remaining the same .
This note has been fully amortized. On April 16, 2025, the parties again extended the maturity date from March 1, 2025, to March
1, 2027, with all other terms and conditions remaining the same .
(20)
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 . On March 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 six months ended August 31, 2025, the Company recorded amortization
expense of $ 8,769 , with an unamortized discount of $ 24,142 at August 31, 2025.
- 22 -
Table of Contents
ARTIFICIAL
INTELLIGENCE TECHNOLOGY SOLUTIONS INC.
NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
(20)
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. A $ 48,126 unamortized discount remained. For the six months ended August 31, 2025, the Company recorded amortization
expense of $ 8,811 , with an unamortized discount of $ 24,264 at August 31, 2025.
November
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 .
On March 1, 2024, the unamortized relative fair value discount of $ 291,694 was removed with a corresponding adjustment to accumulated
deficit. A $ 48,290 unamortized discount remained. For the six months ended August 31, 2025, the Company recorded amortization expense
of $ 8,841 , with an unamortized discount of $ 28,443 at August 31, 2025.
November
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 .
On March 1, 2024, the unamortized relative fair value discount of $ 287,814 was removed with a corresponding adjustment to accumulated
deficit. A $ 47,976 unamortized discount remained. For the six months ended August 31, 2025, the Company recorded amortization expense
of $ 8,784 , with an unamortized discount of $ 24,187 at August 31, 2025.
January
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 .
On March 1, 2024, the unamortized relative fair value discount of $ 286,813 was removed with a corresponding adjustment to accumulated
deficit. A $ 48,124 unamortized discount remained. For the six months ended August 31, 2025, the Company recorded amortization expense
of $ 8,811 , with an unamortized discount of $ 24,264 at August 31, 2025.
February
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 .
On March 1, 2024, the unamortized relative fair value discount of $ 288,342 was removed with a corresponding adjustment to accumulated
deficit. A $ 48,294 unamortized discount remained. For the six months ended August 31, 2025, the Company recorded amortization expense
of $ 8,842 , with an unamortized discount of $ 24,353 at August 31, 2025.
April
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 .
On March 1, 2024, the unamortized relative fair value discount of $ 286,821 was removed with a corresponding adjustment to accumulated
deficit. A $ 48,409 unamortized discount remained. For the six months ended August 31, 2025, the Company recorded amortization expense
of $ 8,862 , with an unamortized discount of $ 24,414 at August 31, 2025.
April
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 .
On March 1, 2024, the unamortized relative fair value discount of $ 294,824 was removed with a corresponding adjustment to accumulated
deficit. A $ 48,777 unamortized discount remained. For the six months ended August 31, 2025, the Company recorded amortization expense
of $ 8,929 , with an unamortized discount of $ 24,607 at August 31, 2025.
May
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 .
On March 1, 2024, the unamortized relative fair value discount of $ 348,831 was removed with a corresponding adjustment to accumulated
deficit. A $ 49,978 unamortized discount remained. For the six months ended August 31, 2025, the Company recorded amortization expense
of $ 9,145 , with an unamortized discount of $ 25,239 at August 31, 2025.
October
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 .
On March 1, 2024, the unamortized relative fair value discount of $ 254,487 was removed with six a corresponding adjustment to accumulated
deficit. A $ 48,611 unamortized discount remained. For the three months ended August 31, 2025, the Company recorded amortization expense
of $ 8,899 , with an unamortized discount of $ 24,520 at August 31, 2025.
- 23 -
Table of Contents
ARTIFICIAL
INTELLIGENCE TECHNOLOGY SOLUTIONS INC.
NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
(21)
On
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 . The effective interest rate is 35 %
per annum. Secured by a general security charging all of RAD’s present and after-acquired property. Default rate of 15 % per annum
calculated daily on any missed monthly payment and after maturity. The Company has repaid $ 147,000 and $ 53,000 in accrued interest in
July to account for the missed April through to August 2024 payments in agreement with the lender. The Company have missed the subsequent
monthly payments. On April 16, 2025, the parties again extended the maturity date from April 30, 2025, to April 30, 2026, with all other
terms and conditions remaining the same .
(22)
On
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 8, 2025 totaling $ 477,750 . The effective interest rate is
35 % per annum. Secured by a general security charging all of RAD’s present and after- acquired property. Default rate of 15 % per
annum calculated daily on any missed monthly payment and after maturity. The August 2024 through to August 2025 payments have
not been made but will be resolved with the lender and the note was not repaid at maturity. The Company believes it will re-negotiate
the maturity date with the lender as it has done with similar loans. No notices have been sent.
(23)
Original
$ 165,000 note may be pre-payable at any time. The note balance includes an original issue discount of $ 15,000 . Principal and interest
due at maturity. Secured by a general security charging all of RAD’s present and after-acquired property. The discount was expensed.
(24)
Original
$ 245,000 note may be pre-payable at any time. The note balance includes an original issue discount of $ 25,000 . Principal and interest
due at maturity. Secured by a general security charging all of RAD’s present and after-acquired property. The discount was expensed.
(25)
Original
$ 137,500 note may be pre-payable at any time. The note balance includes an original issue discount of $ 12,500 . Principal and interest
due at maturity. Secured by a general security charging all of RAD’s present and after-acquired property. The discount was expensed.
(26)
On
August 25, 2025, the Company entered into Future Receivables Purchase and Sale Agreement secured by a general security charging
all of RAD’s present and after- acquired property. The Company received net proceeds of $ 555,671 after fees of $ 29,329 and a financing
fee of $ 222,300 for total fees of $ 251,629 . The Company must repay $ 807,300 , in weekly payments of 7 % of estimated receipts from accounts
receivables .The estimated monthly payments will be approximately $ 99,725 .
12.
STOCKHOLDERS’ EQUITY (DEFICIT)
Summary
or Preferred Stock Activity
Series
C Convertible, Redeemable Preferred Stock (Temporary Equity)
On
February 10, 2025, in connection with a Share Purchase Agreement the Company created a new class of Series C Convertible Redeemable with
1,000 authorized shares.
In
exchange for 306 Series C Convertible Redeemable Preferred Shares , the Company received gross proceeds of $ 306,000 with net proceeds
of $ 278,580 after paying $ 6,000 in legal fees and $ 21,420 in broker fees both charged against paid in capital. The Company must redeem
the shares at stated capital of 1,200 per share and a 1.09 premium at 180 days after issuance, On August 9.2025. The Company recorded
the 306 outstanding shares at its redemption value of $ 402,084 at February 28, 2025, with the offsetting adjustment to paid in capital.
On May 10, 2025 the Company issued the 12 % quarterly dividend in 9.19 Series C shares with a redemption value of $ 12,073 . On August 9,
2025 the Company issued the 12 % quarterly dividend in 9.46 Series C shares with a redemption value of $ 12,436 . On August 9, 2025 the
Company recorded a 35 % penalty due to not redeeming the shares at the redemption date. The penalty amounted to 114 Series C shares at
a value of $ 149,307 . On August 25, 2025 the Company redeemed 95 Series C shares for $ 125,000 . Included in that payment was a deemed dividend
of $ 28,871 . At August 31, 2025 there were 343 outstanding series C shares with a redemption value of $ 450,899 . At February 28, 2025 there
were 306 outstanding series C shares with a redemption value of $ 402,084 .
Series
F Convertible Preferred Shares
Each
holder of Series F Convertible Preferred Shares may, at any time and from time to time convert all, but not less than all, of their shares
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.
Summary
of Preferred Stock Warrant Activity
SUMMARY
OF PREFERRED STOCK WARRANT ACTIVITY
Number of
Series F
Preferred
Warrants
Weighted
Average
Exercise Price
Weighted
Average
Remaining
Years
Outstanding at February 28, 2025
939
$ 1.00
8.5
Issued
—
—
—
Exercised
—
—
—
Forfeited and cancelled
—
—
—
Outstanding at August 31, 2025
939
$ 1.00
8.25
- 24 -
Table of Contents
ARTIFICIAL
INTELLIGENCE TECHNOLOGY SOLUTIONS INC.
NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
Summary
of Common Stock Activity
The
Company’s board of directors voted to increase authorized common shares from 23,000,000,000 to 27,500,000,000 on October 15, 2025.
For
the six months ended August 31, 2025:
-
the Company issued 3,440,380,240 common shares with gross proceeds of $ 4,141,345 and net proceeds of $ 3,943,680 after issuance costs
of $ 197,665 .
-
the Company issued 1,935,000,000 common shares to repay $ 2,463,000 in loans payable and $ 37,500 in accrued interest all totaling $ 2,500,500 .
Summary
of Common Stock Warrant Activity
For
the three months and six months ended August 31, 2025 and August 31, 2024, the Company recorded a total of $ 80,355 and $ 83,323 , and $ 160,710
and $ 166,646 respectively, to stock-based compensation for options and warrants with a corresponding adjustment to additional paid-in
capital.
SUMMARY
OF COMMON STOCK WARRANT ACTIVITY
Number of
Warrants
Weighted
Average
Exercise Price
Weighted
Average
Remaining
Years
Outstanding at February 28, 2025
47,271,449
$ 0.003
2.44
Issued
—
—
—
Exercised
—
—
—
Forfeited and cancelled
—
—
—
Outstanding at August 31, 2025
47,271,449
$ 0.001
1.93
Summary
of Common Stock Option Activity -Employee Stock Options
SUMMARY
OF COMMON STOCK OPTION ACTIVITY
Number of
Options
Weighted
Average
Exercise Price
Weighted
Average
Remaining
Years
Outstanding at March 1, 2025
182,228,131
$ 0.02
3.10
Issued
—
—
—
Exercised
—
—
—
Forfeited, extinguished and cancelled
( 3,322,058 )
$ 0.02
( 2.99 )
Outstanding at August 31, 2025
178,906,073
$ 0.02
2.60
- 25 -
Table of Contents
ARTIFICIAL
INTELLIGENCE TECHNOLOGY SOLUTIONS INC.
NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
13.
COMMITMENTS AND CONTINGENCIES
Litigation
Occasionally,
the Company may be involved in claims and legal proceedings arising from the ordinary course of its business. The Company records a provision
for a liability when it believes that is both probable that a liability has been incurred, and the amount can be reasonably estimated.
If these estimates and assumptions change or prove to be incorrect, it could have a material impact on the Company’s condensed
consolidated financial statements. Contingencies are inherently unpredictable, and the assessments of the value can involve a series
of complex judgments about future events and can rely heavily on estimates and assumptions.
The
related legal costs are expensed as incurred.
On
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 7, 2024. The Company and its counsel believe the claim is without merit however the courts have mandated mediation. After consideration
of business factors the parties executed a settlement agreement in June 2025 with the Company agreeing to pay $ 65,000 with no admission
of wrongdoing. The Company paid the $ 65,000 on August 1, 2025.
Operating
Lease
On
March 10, 2021, the Company entered into a 10 year lease agreement for a manufacturing facility at 10800 Galaxie Avenue, Ferndale, Michigan,
48220, commencing on May 1, 2021 through to April 30, 2031 with a minimum base rent of $ 15,880 per month . The base rent increase by 3%
per annum commencing May 1, 2024. The Company paid a security deposit of $ 15,880 .
On
February 5, 2024, the Company entered into a 3-year lease agreement for a vehicle commencing February 5, 2024 through to February 5,
2027 with a minimum base rent of $ 1,223 per month . The Company paid a down payment of $ 9,357 .
On
March 11, 2025, the Company entered into a 3-year lease agreement for a vehicle commencing March 11, 2025 through to March 11, 2028 with
a minimum base rent of $ 1,286 per month . The Company paid a down payment of $ 13,188 . The Company recorded the right of use asset of $ 53,739
with a corresponding adjustment to operating lease liability.
The
Company’s leases are accounted for as operating leases. Rent expense and operating lease cost are recorded over the lease terms
on a straight-line basis. Rent expense and operating lease cost was $ 62,578 and $ 120,797 for the three and six months ended August 31,
2025, respectively, and $ 62,967 and $ 124,980 for the three and six months ended August 31, 2024, respectively.
SCHEDULE OF MATURITY OF OPERATING LEASE LIABILITIES
Maturity of Lease Liabilities
Operating
Leases
August 31, 2026
$ 245,173
August 31, 2027
234,795
August 31, 2028
217,470
August 31, 2029
207,558
August 31, 2030
207,558
August 31, 2031 and after
138,373
Total lease payments
1,250,927
Less: Interest
( 258,135 )
Present value of lease liabilities
$ 992,792
- 26 -
Table of Contents
ARTIFICIAL
INTELLIGENCE TECHNOLOGY SOLUTIONS INC.
NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
14.
EARNINGS (LOSS) PER SHARE
The
net income (loss) per common share amounts were determined as follows:
SCHEDULE OF NET INCOME (LOSS) PER COMMON SHARE
2025
2024
2025
2024
For the Three Months Ended
For the Six Months Ended
August 31,
August 31,
2025
2024
2025
2024
Numerator:
Net loss
$ 763,064
$ ( 3,930,323 )
$ ( 3,830,953 )
$ ( 8,124,682 )
Deduct : Dividend on Series B or Series C shares
( 29,871 )
( 60,833 )
( 29,871 )
( 89,689 )
Deduct: Deemed dividend on redemption of Series F shares
—
( 334,187 )
—
( 334,187 )
Net income (loss )available to common shareholders
733,193
( 4,325,343 )
( 3,860,824 )
( 8,548,558 )
Denominator:
Weighted average shares – basic
18,469,442,118
11,181,863,976
16,993,556,638
10,531,991,040
Net income (loss) per share – basic
$ 0.00
$ ( 0.00 )
$ ( 0.00 )
$ ( 0.00 )
Dilutive effect of common stock equivalents:
Convertible notes and accrued interest
—
—
—
—
Convertible Series F Preferred Shares
—
—
—
—
Stock options and warrants
—
—
—
—
Total
—
—
—
—
Denominator:
Weighted average shares – diluted
18,469,442,118
11,181,863,976
16,993,556,638
10,531,991,040
Net income (loss) per share – diluted
$ 0.00
$ ( 0.00 )
$ ( 0.00 )
$ ( 0.00 )
The
anti-dilutive shares of common stock equivalents for the three and six months ended August 31, 2025 and 2024 were as follows:
SCHEDULE OF ANTI-DILUTIVE SHARES OF COMMON STOCK EQUIVALENTS
2025
2024
2025
2024
For the Three Months Ended
For the Six Months Ended
August 31,
August 31,
2025
2024
2025
2024
Convertible Series C Preferred Shares
704,529,688
—
704,529,688
—
Convertible Series F Preferred Shares
68,268,027,328
40,388,015,095
68,268,027,328
40,388,015,095
Stock options and warrants
226,177,522
486,251,667
226,177,522
486,251,667
Total
69,198,734,538
40,874,266,762
69,198,734,538
40,874,266,762
15.
SUBSEQUENT EVENTS
Subsequent
to August 31, 2025:
—
The Company issued 1,200,000,000 common shares pursuant to a share purchase agreement for gross proceeds of $ 760,000 , issuance costs
of $ 116,132 and net proceeds of $ 651,868 .
—
The Company issued 800,000,000 common shares to a lender to settle $ 534,000 in principal pursuant to exchange agreements with the lender.
—
The Board of Directors approved to increase authorized common shares from 23,000,000,000 to 27,500,000,000 on October 15, 2025.
—
On September 25, 2025 the Company issued a promissory note to a lender for $ 550,000 with cash proceeds of $ 500,000 and an original issue
discount of $ 50,000 . The loan bears interest at 15 %, matures in 1 year and has a general security charging all of the Company’s
present and after-acquired property.
- 27 -
Table of Contents
Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.