Item 9A. Controls and Procedures
ITEM
9A. CONTROLS AND PROCEDURES
Evaluation
of Disclosure Controls and Procedures
As
of February 28, 2026, we carried out an evaluation, under the supervision and with the participation of our management, including our
principal executive officer and principal financial officer, of the effectiveness of our disclosure controls and procedures (as defined
in Exchange Act Rules 13a-15(e) and 15d-15(e)). Based upon that evaluation, our principal executive officer and principal financial officer
concluded that, as of February 28, 2026, our disclosure controls and procedures were not effective to ensure that information required
to be disclosed in reports filed under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the
required time periods and is accumulated and communicated to our management, including our principal executive officer and principal
financial officer, as appropriate to allow timely decisions regarding required disclosure.
Restatement of Prior Disclosure Regarding Authorized
Common Stock
As described in the Explanatory Note to this Amendment,
the Company has identified that its original Annual Report on Form 10-K for the fiscal year ended February 28, 2026 incorrectly stated
that the Company’s authorized common stock had been decreased from 27,500,000,000 shares to 12,000,000,000 shares effective March 19,
2026, when in fact the Certificate of Amendment effecting that decrease was not filed with, or accepted by, the Nevada Secretary of State
until July 15, 2026. The Company has determined that this error is related to the material weakness in controls over financial statement
disclosure identified in item 2 below, in that controls were not designed and in place to confirm that a corporate action requiring a
state filing had, in fact, been completed and accepted before that action was reported as effective. The Company’s remediation efforts
with respect to this matter include implementing a corporate actions tracking procedure requiring written confirmation of acceptance by
the applicable Secretary of State, and review and sign-off by the Company’s securities counsel, before any corporate action affecting
the Company’s authorized or outstanding capital stock is reported as effective in the Company’s periodic reports.
Limitations
on Systems of Controls
Our
management, including our principal executive officer and principal financial officer, does not expect that our disclosure controls and
procedures or our internal controls will prevent all error or fraud. A control system, no matter how well conceived and operated, can
provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control
system must reflect the fact that there are resource constraints and the benefits of controls must be considered relative to their costs.
Due to the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues
and instances of fraud, if any, have been detected. To address the material weaknesses identified in our evaluation, we performed additional
analysis and other post-closing procedures in an effort to ensure our consolidated financial statements included in this annual report
have been prepared in accordance with generally accepted accounting principles. Accordingly, management believes that the financial statements
included in this report fairly present in all material respects our financial condition, results of operations and cash flows for the
periods presented.
Management’s
Report on Internal Control over Financial Reporting
Our
management is responsible for establishing and maintaining adequate internal control over financial reporting. Internal control over
financial reporting is defined in Rule 13a-15(f) or 15d-15(f) promulgated under the Securities Exchange Act of 1934 as a process designed
by, or under the supervision of, the Company’s principal executive and principal financial officers and effected by the Company’s
board of directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting
and the preparation of financial statements for external purposes in accordance with accounting principles generally accepted in the
United States of America and includes those policies and procedures that:
●
Pertain
to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets
of the Company;
●
Provide
reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with
accounting principles generally accepted in the United States of America and that receipts and expenditures of the company are being
made only in accordance with authorizations of management and directors of the company; and
●
Provide
reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s
assets that could have a material effect on the financial statements.
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Table of Contents
Because
of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Projections of any evaluation
of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that
the degree of compliance with the policies or procedures may deteriorate. All internal control systems, no matter how well designed,
have inherent limitations. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect
to financial statement preparation and presentation. Because of the inherent limitations of internal control, there is a risk that material
misstatements may not be prevented or detected on a timely basis by internal control over financial reporting. However, these inherent
limitations are known features of the financial reporting process. Therefore, it is possible to design into the process safeguards to
reduce, though not eliminate, this risk.
As
of February 28, 2026, management assessed the effectiveness of our internal control over financial reporting based on the criteria for
effective internal control over financial reporting established in Internal Control-Integrated Framework (2013 framework) issued by the
Committee of Sponsoring Organizations of the Treadway Commission and SEC guidance on conducting such assessments. Based on that evaluation,
they concluded that, during the period covered by this report, such internal controls and procedures were not effective to detect the
inappropriate application of U.S. GAAP rules as more fully described below. This was due to deficiencies that existed in the design or
operation of our internal controls over financial reporting that adversely affected our internal controls and that may be considered
to be material weaknesses.
The
matters involving internal controls and procedures that our management considered to be material weaknesses under the criteria established
in Internal Control – Integrated Framework (2013) by the Committee of Sponsoring Organizations of the Treadway Commission (COSO)
were: lack of a functioning audit committee; lack of a majority of independent members and a lack of a majority of outside directors
on our board of directors; inadequate segregation of duties consistent with control objectives; management is dominated by a single individual;
use of the inappropriate methodology of allocating proceeds in certain debt transactions and the expensing timing of the related debt
discount; use of inappropriate fair values in certain preferred stock issuances and settlements. The aforementioned material weaknesses
were identified by our Chief Executive Officer in connection with the review of our financial statements as of February 28, 2026.
Management
believes that the material weaknesses set forth above did not have an effect on our financial results. However, management believes that
the lack of a functioning audit committee and the lack of a majority of outside directors on our board of directors results in ineffective
oversight in the establishment and monitoring of required internal controls and procedures, which could result in a material misstatement
in our financial statements in future periods.
This
report does not include an attestation report of our registered public accounting firm regarding internal control over financial reporting.
Management’s report was not subject to attestation by our registered public accounting firm pursuant to the rules of the Securities
and Exchange Commission that permit us to provide only management’s report in this annual report.
Changes
in Internal Control over Financial Reporting
No
changes were made to our internal control over financial reporting during the year ended February 28, 2026 that have materially affected,
or are reasonably likely to materially affect, our internal control over financial reporting.
ITEM
9B. OTHER INFORMATION
None .
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PART
III
ITEM
10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
The
following table sets forth the names, positions and ages of our directors and executive officers as of the date of this report. Our directors
serve for one year and until their successors are elected and qualified. Our officers are elected by the board of directors to a term
of one year and serve until their successor is duly elected and qualified, or until they are removed from office. The board of directors
has no nominating, auditing or compensation committees.
Name
Age
Position
Steven
Reinharz (1)
50
Chief
Executive Officer, Secretary and Director (2)
Anthony
Brenz
64
Chief
Financial Officer
(1)
Director
as of March 2, 2021
(2)
All
directors hold office until the next annual meeting of stockholders and until their successors have been duly elected and qualified.
Biographical
information concerning our director and executive officers listed above is set forth below.
Steven
Reinharz . RAD was founded by Mr. Reinharz in July of 2016, and he has been continuously employed by RAD and its affiliated companies
since that time. He is the holder of a majority of our capital stock. Mr. Reinharz has served as a member of the Board of Directors since
March 2, 2021 and as our Chief Executive Officer, Chief Financial Officer, and Secretary of the Company since March 2, 2021 and resigned
as our Chief Financial Officer as of April 26, 2021 upon Anthony Brenz’s appointment as our Chief Financial Officer. As our Chief
Executive Officer and President of RAD, Mr. Reinharz leverages his extensive knowledge and interest in robotics and artificial intelligence
to design and develop robotic solutions that increase business efficiency and deliver immediate and impressive cost savings. Mr. Reinharz
is an active voice in both the security and artificial intelligence industries. He started and ran his own security integration company
from the age of 24 to 31, becoming one of California’s leading system integrators. Mr. Reinharz later was part of a team that successfully
sold an integrator to a global security firm for $42 million and has held various other security industry roles. Mr. Reinharz speaks
and contributes to panels at ISC East and West, and ASIS. Mr. Reinharz is a leading member of several industry association committees,
mostly through the Security Industry Association. Mr. Reinharz has called Orange County, California home since 1995, having grown up
in Montreal and Toronto. He earned a dual Bachelor of Science degree in Political Science and Commercial Studies.
Anthony
Brenz was appointed as our Chief Financial Officer on April 26, 2021. He is an accomplished senior financial and operational
executive for over 20 years of experience in finance and operations, including corporate strategy, procurement and supply chain, human
resources, and customer service. From April 2018 to December 2020, Anthony Brenz was the Vice President/Director Finance of AirBoss Flexible
Products Company. From September 2014 to April 2018, he was the Chief Financial Officer/Vice President of Finance of Thomson Aerospace
and Defense (a Parker Meggitt Company). From August 2012 to September 2014, he was the Vice President/Director of Finance of M B Aeospace
US Holdings, Inc. Anthony Brenz received a Bachelor of Accountancy from Walsh College in Troy Michigan in 1989 and has been licensed
as a Certified Public Accountant in Michigan since 1989.
There
are no family relationships between any of the executive officers and directors.
Board
Committees and Director Independence
Mr.
Reinharz serves as director, and we do not have a separately designated audit committee, compensation committee or nominating and corporate
governance committee. The functions of those committees are being undertaken by our directors. Since we do not have any independent directors
and have only two directors, our directors believes that the establishment of committees of the Board would not provide any benefits
to our company and could be considered more form than substance.
We
currently have an employee director, Mr. Reinharz, but no independent directors, as such term is defined in the listing standards of
The NASDAQ Stock Market, and we do not anticipate appointing additional directors in the near future.
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Table of Contents
Our
directors are not “audit committee financial experts” within the meaning of Item 401(e) of Regulation S-K. As with most small,
early stage companies, until such time that the Company further develops its business, achieves a stronger revenue base and has sufficient
working capital to purchase directors and officer’s insurance, the Company does not have any immediate prospects to attract independent
directors. When the Company is able to expand our Board of Directors to include one or more independent directors, the Company intends
to establish an Audit Committee of our Board of Directors. It is our intention that one or more of these independent directors will also
qualify as an audit committee financial expert. Our securities are not quoted on an exchange that has requirements that a majority of
our Board members be independent, and the Company is not currently otherwise subject to any law, rule or regulation requiring that all
or any portion of our Board of Directors include “independent” directors, nor are we required to establish or maintain an
Audit Committee or other committee of our Board of Directors.
Procedures
for Nominating Directors
There
have been no material changes to the procedures by which security holders may recommend nominees to the Board since the most recently
completed fiscal quarter. We do not have a policy regarding the consideration of any director candidates that may be recommended by our
stockholders, including the minimum qualifications for director candidates, nor has our sole director established a process for identifying
and evaluating director nominees. We have not adopted a policy regarding the handling of any potential recommendation of director candidates
by our stockholders, including the procedures to be followed. Our sole director has not considered or adopted any of these policies,
as we have never received a recommendation from any stockholder for any candidate to serve on our Board of Directors. Given our relative
size and lack of directors and officers insurance coverage, we do not anticipate that any of our stockholders will make such a recommendation
in the near future.
While
there have been no nominations of additional directors proposed, in the event such a proposal is made, all current members of our Board
will participate in the consideration of director nominees.
Director
Qualifications
Mr.
Steve Reinharz is our sole director and was appointed on March 2, 2021. He is the founder of our operating company, Robotoc Assistance
Devices, Inc. (see bio on page 33).
Code
of Ethics and Business Conduct
We
have adopted a code of ethics meeting the requirements of Section 406 of the Sarbanes-Oxley Act of 2002. We believe our code of ethics
is reasonably designed to deter wrongdoing and promote honest and ethical conduct; provide full, fair, accurate, timely, and understandable
disclosure in public reports; comply with applicable laws; ensure prompt internal reporting of violations; and provide accountability
for adherence to the provisions of the code of ethics.
Director
Compensation
We
reimburse our directors for all reasonable ordinary and necessary business-related expenses, but we did not pay any other director’s
fees or any other cash compensation for services rendered as a director during the years ended February 28, 2026 and February 28, 2025
to any of the individuals serving on our Board during that period.
Compliance
with Section 16(a) of the Securities Exchange Act of 1934
Section
16(a) of the Exchange Act requires our executive officers and directors, and persons who beneficially own more than 10% of a registered
class of our equity securities to file with the SEC initial statements of beneficial ownership, reports of changes in ownership and annual
reports concerning their ownership of our common shares and other equity securities, on Forms 3, 4 and 5 respectively. Executive officers,
directors and greater than 10% stockholders are required by the SEC regulations to furnish us with copies of all Section 16(a) reports
they file. Based on our review of the copies of such forms received by us, or written representations that no other reports were required,
and to the best of our knowledge, we believe that all of our officers, directors, and owners of 10% or more of our common stock filed
all required Forms 3, 4, and 5.
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Table of Contents
ITEM
11. EXECUTIVE COMPENSATION
The
following table summarizes all compensation recorded by us in the past two fiscal years for Mr. Reinharz , our President and Chief Executive
Officer , Anthony Brenz, our Chief Financial Officer
2026
AND 2025 SUMMARY COMPENSATION TABLE
Name and Principal
Position
Fiscal
Year
Salary
or
Fees
($)
Bonus
($)
Stock
Awards(2)
($)
Option
Awards
($)
Non-Equity
Incentive Plan
Compensation
($)
Non-Qualified
Deferred
Compensation
Earnings
($)
All
Other
Compensation
($)
Total
($)
Steven Reinharz
2026
420,000
—
1,500,000
—
—
1,000,000
—
2,920,000
Chief Executive Officer, Chief Financial Officer,
Secretary (1)
2025
320,000
836,167
1,500,000
—
—
1,663,833
—
4,320,000
Anthony Brenz
2026
211,865
—
—
—
—
—
1,200
213,055
Chief Financial Officer (1)
2025
200,408
1,000
—
17,975
—
—
1,200
208,988
(1)
Steven
Reinharz was appointed Chief Executive Officer, Chief Financial Officer and Secretary on March 2, 2021.Mr.Reinharz ceased being Chief
Financial Officer on June 24, 2021 and on that date appointed Anthony Brenz as Chief Financial Officer
(2)
Stock
awards are payable in Series G and are included in long term liabilities as they will not be paid out in the current year.
Employment
Agreements
On
April 9, 2021 Mr. Reinharz entered into an employment agreement with the Company in connection with his service as Chief Executive Officer.
The agreement began on April 9, 2021 and has a three-year term, renewable thereafter on an annual basis if neither party files a notice
of termination 90 days prior to the term renewal date. The agreement provides for compensation of $240,000 base salary (to be reviewed
annually by the Board of Directors) and bonuses to be granted at the discretion of the Board of Directors. The salary for the fiscal
year ended February 28, 2026 was $420,000.
O utstanding
Equity Awards at 2026 Fiscal Year-End
The
following table provides information concerning unexercised options, stock that has not vested and equity incentive plan awards for Mr
Brenz, our sole executive officers outstanding as of February 28, 2026:
OPTION
AWARDS
STOCK
AWARDS
Name
Number
of Securities Underlying Unexercised Options (#) Exercisable
Number
of Securities Underlying Unexercised Options (#) Unexercisable
Equity
Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options
(#)
Option
Exercise Price
($)
Option
Expiration Date
Number
of Shares or Units of Stock That Have Not Vested (#)
Market
Value of Shares or Units of Stock That Have Not Vested ($)
Equity
Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)
Equity
Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)
Anthony Brenz
0
0
45,000
$ 2.00
Sept. 1, 2027
45,000
$ 12,825
0
0
Anthony Brenz
0
0
100,000
$ 2.00
Sept. 1, 2028
100,000
$ 28,500
0
0
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Table of Contents
On
April 14, 2021, the Shareholders of Series E Preferred Stock and the Board of Directors of our Company (“Board”) approved
and adopted the 2021 Incentive Stock Plan (the “2021 Plan”). On August 11, 2022 the Company amended the 2021 Plan increasing
the maximum number of shares applicable to the 2021 Plan from 50,000 to 1,000,000. On August 14,2023 the Company further amended the
plan increasing the maximum shares to 2,000,000.
The
purpose of the 2021 Plan is to promote the success of the Company by authorizing incentive awards to retain Directors, executives, selected
Employees and Consultants, and reward participants for making major contributions to the success of the Company. The 2021 Plan authorizes
the granting of stock options, restricted stock, restricted stock units, stock appreciation rights and stock awards. A total of two d
million (2,000,000) shares of common stock may be issued under the 2021 Plan. All awards under the 2021 Plan, whether vested or unvested,
are subject to the terms of any recoupment, clawback or similar policy of the Company in effect from time to time, as well as any similar
provisions of applicable law, which could in certain circumstances require repayment or forfeiture of awards or any shares of stock or
other cash or property received with respect to the awards, including any value received from a disposition of the shares acquired upon
payment of the awards. The 2021 Plan will be administered by the Board or any Committee authorized by the Board, if applicable, which
will have the sole authority to, among other things: construe and interpret the 2021 Plan; make rules and regulations relating to the
administration of the 2021 Plan; select participants; and establish the terms and conditions of awards, all in accordance with the terms
of the 2021 Plan. The 2021 Plan will remain in effect until April 14, 2031, unless sooner terminated by the Board. Termination will not
affect awards then outstanding.
ITEM
12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
At
June 1, 2026, we had 387,232,589 shares of Common Stock issued and outstanding. The following table sets forth information regarding
the beneficial ownership of our Common Stock as of June 1, 2026, and reflects:
●
each
of our executive officers;
●
each
of our directors;
●
all
of our directors and executive officers as a group; and
●
each
stockholder known by us to be the beneficial owner of more than 5% of our outstanding shares of common stock.
Information
on beneficial ownership of securities is based upon a record list of our stockholders and we have determined beneficial ownership in
accordance with the rules of the SEC. We believe, based on the information furnished to us, that the persons and entities named in the
table below have sole voting and investment power with respect to all shares of common stock that they beneficially own, subject to applicable
community property laws, except as otherwise provided below.
Amount and
Nature of
Name
Beneficial
Ownership (1)
Percent of
Common
Stock (2)
Named Executive Officers
and Directors:
Steven Reinharz (3)
1,302,460,588
77.08 %
Anthony Brenz
0
0
Mark Folmer
0
0
All executive officers and directors as a group
(3 persons)
1,302,460,588
77.08 %
5% Shareholders:
Steven Reinharz
1,302,460,588
77.08 %
(1)
Beneficial
ownership is determined in accordance with the rules of the Securities and Exchange Commission and generally includes voting or investment
power with respect to securities. Beneficial ownership also includes shares of stock subject to options and warrants currently exercisable
or exercisable within 60 days of the date of this table. In determining the percent of common stock owned by a person or entity as
of the date of this Report, (a) the numerator is the number of shares of the class beneficially owned by such person or entity, including
shares which may be acquired within 60 days on exercise of warrants or options and conversion of convertible securities, and (b)
the denominator is the sum of (i) the total shares of common stock outstanding on as of June 1, 2026 387,232,589 shares, and (ii)
the total number of shares that the beneficial owner may acquire upon exercise of the derivative securities. Unless otherwise stated,
each beneficial owner has sole power to vote and dispose of its shares.
(2)
Based
on 387,232,5899 shares of the Company’s common stock issued and outstanding as of June 1, 2026.
(3)
Steve
Reinharz is a director and the Company’s Chief Executive Officer, Chief Financial Officer and Secretary as well as the CEO
of RAD and is the holder of (i) 3,350,000 shares of our Series E Preferred Stock and, (ii) 2,450 shares of our Series F Convertible
Preferred Stock. If Mr. Reinharz converted the 2,450 shares of the Company’s Series F Convertible Preferred Stock, he would
receive 1,302,460,588shares of the Company’s common stock, which is included in the chart above as if such conversion has occurred.
Further, the outstanding shares of Series E preferred stock have the right to take action by written consent or vote based on the
number of votes equal to twice the number of votes of all outstanding shares of common stock. As a result, the holders of Series
E preferred stock has 2/3rds of the voting power of all shareholders at any time corporate action requires a vote of shareholders.
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Table of Contents
ITEM
13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE
We
do not have a written policy for the review, approval or ratification of transactions with related parties or conflicted transactions.
When such transactions arise, they are referred to our board of directors for its consideration.
For
the years ended February 28, 2026, and February 28, 2025, the Company had net (advances) repayments of ($132,268) and ($71,927), respectively,
to its loan payable-related party. At February 28, 2026, the loan payable-related party was $461,633 and $329,365 at February 28, 2025.
As of February 28, 2026, included in the balance due to the related party is $285,638 of deferred salary all of which bears interest
at 12%. As of February 28, 2025, included in the balance due to the related party is $190,013 of deferred salary all of which bears interest
at 12%. The accrued interest included at February 28, 2026, was $79,268 (February 28, 2025- $51,575).
During
the year ended February 28, 2026, the Company had a net repayment of $390,744 in deferred compensation for the CEO. This would bring
his annual bonus for the year ended February 28, 2026, to $1.0 million. For the fiscal year ended February 28, 2025, the Company paid
out $1,390,744 to the CEO. During the year ended February 28, 2025, the Company a net accrual of $1,663,833 in deferred compensation
for the CEO. This would bring his annual bonus for the year ended February 28, 2025, to $2.5 million. For the fiscal year ended February
28, 2025, the Company paid out $836,167 to the CEO. This was all in accordance with a December 2023 board action allowing for $1 million
of discretionary compensation.
During
the years ended February 28, 2026, and February 28, 2025, the Company accrued 1,500 Series G shares to be issued totaling $1,500,000
and 1,500 Series G preferred shares to be issued totaling $1,500,000, respectively, both per Company resolution. The Series G preferred
shares are redeemable at $1,000 per share and will be issued by the Company at the appropriate time. The balance of Incentive Compensation
Plan Payable at February 28, 2026, was $5,500,000 and the balance February 28, 2025, was $4,000,000.
During
the years ended February 28, 2026, and February 28, 2025, the Company was charged $2,576,111 and $2,541,180, respectively in consulting
fees for research and development to a company partially owned by a principal shareholder included in research and development expenses.
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 February 28, 2026, and February 28, 2025, the balance due to this company was $160,557 and $76,532,
respectively.
ITEM
14. PRINCIPAL ACCOUNTING FEES AND SERVICES
On
October 31, 2019 the Board of Directors of the Company approved and ratified the engagement (“Engagement”) of LJ Soldinger
& Associates LLC (“LJ Soldinger”) as the Company’s new independent registered public accounting firm..
The
following table shows the fees that were billed for the audit and other services provided by LJ Soldinger for the fiscal years ended
February 28, 2026 and February 28, 2025.
2026
Audit Fees
$ 256,700
Audit-Related Fees
—
Tax Fees
—
All Other Fees
—
Total
$ 256,700
2025
Audit Fees
$ 240,100
Audit-Related Fees
—
Tax Fees
—
All Other Fees
—
Total
$ 240,100
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Table of Contents
Audit
Fees - This category includes the audit of our annual financial statements, review of financial statements included in our Quarterly
Reports on Form 10-Q and services that are normally provided by the independent registered public accounting firm in connection with
engagements for those fiscal years. This category also includes advice on audit and accounting matters that arose during, or as a result
of, the audit or the review of interim financial statements.
Audit-Related
Fees - This category consists of assurance and related services by the independent registered public accounting firm that are reasonably
related to the performance of the audit or review of our financial statements and are not reported above under “Audit Fees.”
The services for the fees disclosed under this category would include consultation regarding correspondence with the SEC, other accounting
consulting and other audit services.
Tax
Fees - This category consists of professional services rendered by our independent registered public accounting firm for tax compliance
and tax advice. The services for the fees disclosed under this category include tax return preparation and technical tax advice.
All
Other Fees - This category consists of fees for other miscellaneous items.
As
part of its responsibility for oversight of the independent registered public accountants, the Board has established a pre-approval policy
for engaging audit and permitted non-audit services provided by our independent registered public accountants. In accordance with this
policy, each type of audit, audit-related, tax and other permitted service to be provided by the independent auditors is specifically
described and each such service, together with a fee level or budgeted amount for such service, is pre-approved by the Board. All of
the services provided by LJ Soldinger described above were approved by our Board.
The
Company’s principal accountant did not engage any other persons or firms other than the principal accountant’s full-time,
permanent employees.
PART
IV
ITEM
15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES
(a)(1)
Financial Statements
The
consolidated financial statements and Report of Independent Registered Public Accounting Firm are listed in the Index to Financial Statements
and Financial Statement Schedules on page F-1 and included on pages F-2 through F-36.
(2)
Financial Statement Schedules
All
schedules for which provision is made in the applicable accounting regulations of the SEC are either not required under the related instructions,
are not applicable (and therefore have been omitted), or the required disclosures are contained in the financial statements included
herein.
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Table of Contents
(3)
Exhibits.
Exhibit
No.
Description
of Document
2.1
Stock
Purchase Agreement, dated August 28, 2017, by and among the registrant, Steve Reinharz and Robotic Assistance Devices Inc. (incorporated
by reference to Exhibit 10.1 to the registrant’s current report on Form 8-K filed with the Commission on August 31, 2017).
3.1
Articles
of Incorporation of the registrant filed with the Nevada Secretary of State on September 8, 2014. (incorporated by reference to Exhibit
3.1 to the registrant’s transition report on Form 10-KT filed with the Commission on March 12, 2018).
3.2
Plan
and Agreement of Merger of Artificial Intelligence Technology Solutions Inc. (a Florida corporation) and Artificial Intelligence
Technology Solutions Inc. (a Nevada corporation). (incorporated by reference to Exhibit 3.2 to the registrant’s transition
report on Form 10-KT filed with the Commission on March 12, 2018).
3.3
Bylaws
of the registrant (incorporated by reference to Exhibit 3.2 to the registrant’s registration statement on Form S-1 (File No.
333-168530), filed with the Commission on August 4, 2010).
3.4
Certificate
of Designations filed with the Nevada Secretary of State on February 8, 2017. (incorporated by reference to Exhibit 3.4 to the registrant’s
transition report on Form 10-KT filed with the Commission on March 12, 2018).
3.5
Certificate
of Designations filed with the Nevada Secretary of State on May 3, 2017. (incorporated by reference to Exhibit 3.5 to the registrant’s
transition report on Form 10-KT filed with the Commission on March 12, 2018).
3.6
Amendment
to Certificate of Designations filed with the Nevada Secretary of State on May 3, 2017 (incorporated by reference to Exhibit 3.1
to the registrant’s current report on Form 8-K filed with the Commission on May 12, 2017).
10.1
Preferred
Stock Purchase Agreement dated January 31, 2017 and entered into between the Company and Capital Venture Holdings LLC. (incorporated
by reference to Exhibit 10.1 to the registrant’s transition report on Form 10-KT filed with the Commission on March 12, 2018).
14.1
Code
of Ethics (incorporated by reference to Exhibit 14.1 to the registrant’s registrant statement on Form S-1 (File No. 333-168530),
filed with the Commission on August 4, 2010).
21.1
List
of Subsidiaries. *
31.1
Rule
13(a)-14(a)/15(d)-14(a) Certification of principal executive officer. *
31.2
Rule
13(a)-14(a)/15(d)-14(a) Certification of principal financial and accounting officer. *
32.1
Section
1350 Certification of principal executive officer. *
32.2
Section
1350 Certification of principal financial and accounting officer. *
99.1
Insider
Trading Policy. (incorporated by reference to Exhibit 99.1 to the registrant’s annual report on Form 10-K filed with the Commission
on May 28, 2021).
101.INS
Inline
XBRL Instance Document – the instance document does not appear in the Interactive Data File because XBRL tags are embedded
within the Inline XBRL document. *
101.SCH
Inline
XBRL Taxonomy Extension Schema Document *
101.CAL
Inline
XBRL Taxonomy Extension Calculation Linkbase Document *
101.DEF
Inline
XBRL Taxonomy Extension Definition Linkbase Document *
101.LAB
Inline
XBRL Taxonomy Extension Label Linkbase Document *
101.PRE
Inline
XBRL Taxonomy Extension Presentation Linkbase Document *
104
Cover
Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) *
*
Filed
or furnished herewith.
- 40 -
Table of Contents
SIGNATURES
Pursuant
to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed
on its behalf by the undersigned, thereunto duly authorized.
ARTIFICIAL
INTELLIGENCE TECHNOLOGY SOLUTIONS INC.
Date:
July 16, 2026
By:
/s/
Steven Reinharz
Steven
Reinharz
President,
Chief Executive Officer
Date:
July 16, 2026
By:
/s/
Anthony Brenz
Anthony
Brenz
Chief
Financial Officer (principal financial and accounting officer)
Pursuant
to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated.
Signature
Title
Date
/s/
Steven Reinharz
President,
Chief Executive Officer and Director (principal executive officer)
June
16, 2026
Steven
Reinharz
/s/
Anthony Brenz
Chief
Financial Officer (principal financial and accounting officer)
June
16, 2026
Anthony
Brenz
- 41 -
Table of Contents
ARTIFICIAL
INTELLIGENCE TECHNOLOGY SOLUTIONS INC.
INDEX
TO CONSOLIDATED FINANCIAL STATEMENTS
Report of Independent Registered Public Accounting Firm
F-2
Consolidated
Balance Sheets
F-3
Consolidated
Statements of Operations
F-4
Consolidated
Statements of Stockholders’ Deficit
F-5
Consolidated
Statements of Cash Flows
F-7
Notes
to the Consolidated Financial Statements
F-8
F- 1
Table of Contents
REPORT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To
the Board of Directors and
Stockholders
of Artificial Intelligence Technology Solutions, Inc.
Opinion
on the Financial Statements
We
have audited the accompanying consolidated balance sheets of Artificial Intelligence Technology Solutions, Inc. and its subsidiaries
(the “Company”) as of February 28, 2026 and February 28, 2025, and the related consolidated statements of operations, stockholders’
deficit, and cash flows for each of the years in the two-year period ended February 28, 2026, and the related notes (collectively referred
to as the financial statements). In our opinion, the financial statements present fairly, in all material respects, the financial position
of the Company as of February 28, 2026, and February 28, 2025, and the results of its operations and its cash flows for each of the years
in the two-year period ended February 28, 2026, in conformity with accounting principles generally accepted in the United States of America.
Substantial
Doubt about the Company’s Ability to Continue as a Going Concern
The
accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note
1 to the financial statements, the Company had negative cash flow from operating activities of approximately $9.3 million, an accumulated
deficit of approximately $171.1 million and negative working capital of approximately $17.0 million as of and for the year ended February
28, 2026, which raises substantial doubt about its ability to continue as a going concern. Management’s plans in regard to these
matters are also described in Note 1. The financial statements do not include any adjustments that might result from the outcome of this
uncertainty.
Basis
for Opinion
These
financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s
financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board
(United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities
laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We
conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company
is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits,
we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion
on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.
Our
audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error
or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding
the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant
estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits
provide a reasonable basis for our opinion.
Critical
Audit Matters
Critical
audit matters are matters arising from the current period audit of the financial statements that were communicated or required to be
communicated to the audit committee and that (1) relate to accounts or disclosures that are material to the financial statements and
(2) involved our especially challenging, subjective, or complex judgments. We determined that there were no critical audit matters.
/s/
L J Soldinger Associates, LLC
We
have served as the Company’s auditor since 2019.
Deer
Park, Illinois
PCAOB
ID: 318
June
8, 2026
F- 2
Table of Contents
ARTIFICIAL
INTELLIGENCE TECHNOLOGY SOLUTIONS INC.
CONSOLIDATED
BALANCE SHEETS
February
28,
2026
February
28,
2025
ASSETS
Current assets:
Cash
$ 109,043
$ 865,975
Accounts receivable, net
1,004,201
1,367,331
Share proceeds receivable
—
418,669
Device parts inventory,
net
1,318,742
1,583,726
Prepaid
expenses and deposits
503,017
792,842
Total current assets
2,935,003
5,028,543
Operating lease asset
931,814
1,010,545
Revenue earning devices,
net of accumulated depreciation of $ 3,257,668 and $ 2,292,172 , respectively
5,097,627
4,539,180
Fixed assets, net of accumulated
depreciation of $ 540,426 and $ 491,186 , respectively
183,185
258,328
Trademarks
35,319
33,321
Investment at cost
100,000
100,000
Security
deposit
19,280
15,880
Total
assets
$ 9,302,228
$ 10,985,797
LIABILITIES AND STOCKHOLDERS’
DEFICIT
Current liabilities:
Accounts payable and accrued
expenses
$ 3,007,270
$ 2,121,871
Customer deposits
147,326
91,578
Current operating lease
liability
243,690
197,349
Current portion of deferred
variable payment obligation
3,161,727
1,901,258
Loan payable - related
party
461,633
329,365
Deferred compensation for
CEO
1,811,856
2,202,600
Current portion of loans
payable, net of discount of $ 635,774 and $ 0
8,848,140
519,105
Current
portion of accrued interest payable
2,271,106
213,555
Total current liabilities
19,952,748
7,576,681
Non-current operating lease
liability
676,694
810,513
Loans payable, net of discount
of $ 0 and $ 360,163 , respectively
24,188,380
31,922,078
Deferred variable payment
obligation
2,525,000
2,525,000
Incentive compensation
plan payable
5,500,000
4,000,000
Accrued
interest payable
9,122,552
13,680,453
Total
liabilities
61,965,374
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 February 28, 2026 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, 417 and 306 shares issued
and outstanding at February 28, 2026 and February 28, 2025, respectively
547,941
402,084
Convertible, Redeemable Preferred
Stock, value
547,941
402,084
Commitments and Contingencies
-
-
Stockholders’ deficit:
Preferred Stock, undesignated;
15,534,000 shares authorized; no shares issued and outstanding at February 28, 2026 and February 28, 2025, respectively
—
—
Series G Redeemable Preferred
Stock. $ 0.001 par value; 100,000 shares authorized, no shares issued and outstanding at February 28, 2026 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 as of February 28, 2026 and February 28, 2025 (subsequently decreased to 12,000,000,000 shares
authorized effective July 15, 2026 — see Summary of Common Stock Activity below);
267,872,804 and 144,124,538 shares issued, issuable and outstanding, respectively
2,679
1,441
Additional paid-in capital
117,803,027
106,459,528
Preferred stock to be issued
99,086
99,086
Accumulated
deficit
( 171,121,742 )
( 156,496,930 )
Total
stockholders’ deficit
( 53,211,087 )
( 49,931,012 )
Total
liabilities and stockholders’ deficit
$ 9,302,228
$ 10,985,797
The
accompanying notes are an integral part of these consolidated financial statements.
F- 3
Table of Contents
ARTIFICIAL
INTELLIGENCE TECHNOLOGY SOLUTIONS INC.
CONSOLIDATED
STATEMENTS OF OPERATIONS
Year
Ended
February 28,
2026
Year
Ended
February 28,
2025
Revenues
$ 7,745,336
$ 6,130,886
Cost of goods sold
159,020
1,334,824
Depreciation and Amortization
1,981,679
1,051,498
Loss on disposal of revenue
earning devices
70,937
-
Total
Cost of Goods Sold
2,211,636
2,386,322
Gross Profit
5,533,700
3,744,564
Operating expenses:
Research and development
(note 9)
4,128,155
3,462,558
General and administrative
12,933,696
13,559,009
Depreciation and amortization
141,051
429,139
Loss on disposal of fixed
assets
22,312
—
Operating
lease cost and rent
251,883
240,731
Total
operating expenses
17,477,097
17,691,437
Loss from operations
( 11,943,397 )
( 13,946,873 )
Other income (expense),
net:
Interest expense
( 6,001,539 )
( 5,456,981 )
Gain
on settlement of debt
3,434,685
468,262
Total
other income (expense), net
( 2,566,854 )
( 4,988,719 )
Net
Loss
$ ( 14,510,251 )
$ ( 18,935,592 )
Net loss per share - basic
$ ( 0.07 )
$ ( 0.16 )
Net loss per share - diluted
$ ( 0.07 )
$ ( 0.16 )
Weighted average common
share outstanding – basic and diluted
202,908,578
116,476,733
The
accompanying notes are an integral part of these consolidated financial statements.
F- 4
Table of Contents
ARTIFICIAL
INTELLIGENCE TECHNOLOGY SOLUTIONS INC.
CONSOLIDATED
STATEMENTS OF STOCKHOLDERS’ DEFICIT
FOR
THE YEARS ENDED FEBRUARY 28, 2026 AND FEBRUARY 28, 2025
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
92,387,510
$ 924
$ 92,656,977
$ ( 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 $ 701,565 issuance
costs
—
—
—
—
—
—
49,796,369
498
13,120,181
—
13,120,679
Debt exchanged for common
stock
—
—
—
—
—
—
1,940,659
19
561,981
—
562,000
Series F Preferred Shares
exchanged for debt
—
—
—
—
( 20 )
( 20 )
—
—
( 65,793 )
( 334,187 )
( 400,000 )
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
4
5,188
—
—
—
—
—
—
( 5,188 )
—
( 5,188 )
Redemption of Series B
Preferred shares
( 324 )
( 389,188 )
—
—
—
—
—
—
89,189
( 89,189 )
—
Issuance of Series C Preferred
Shares
306
402,084
—
—
—
—
—
—
( 123,504 )
—
( 123,504 )
Stock based compensation
—
—
—
—
—
—
—
—
331,685
—
331,685
Net
loss
—
—
—
—
—
—
—
—
—
( 18,935,592 )
( 18,935,592 )
Balance at February
28, 2025
306
$ 402,084
3,350,000
$ 3,350
2,513
$ 101,599
144,124,538
$ 1,441
$ 106,459,528
$ ( 156,496,930 )
$ ( 49,931,012 )
The
accompanying notes are an integral part of these consolidated financial statements.
F- 5
Table of Contents
ARTIFICIAL
INTELLIGENCE TECHNOLOGY SOLUTIONS INC.
CONSOLIDATED
STATEMENTS OF SHAREHOLDERS’ 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 28, 2025
306
402,084
3,350,000
$ 3,350
2,513
$ 101,599
144,124,538
$ 1,441
$ 106,459,528
$ ( 156,496,930 )
$ ( 49,931,012 )
Issuance
of shares, net of $ 364,161 issuance costs
—
—
—
—
—
—
50,403,802
504
4,800,680
—
4,801,184
Issuance
of shares, net of issuance costs
—
—
—
—
—
—
50,403,802
504
4,800,680
—
4,801,184
Debt
exchanged for common stock
—
—
—
—
—
—
71,350,000
714
6,383,286
—
6,384,000
Conversion
of Series C Preferred shares
( 85 )
( 111,690 )
—
—
—
—
1,994,464
20
196,360
( 84,690 )
111,690
Cash
redemption of Series C shares
( 95 )
( 125,000 )
—
—
—
—
—
—
29,871
( 29,871 )
—
Series
C Preferred shares issued as dividend
44
58,100
—
—
—
—
—
—
( 58,100 )
—
( 58,100 )
Penalty
on failure to redeem Series C Preferred shares
114
149,307
—
—
—
—
—
—
( 149,307 )
—
( 149,307 )
Penalty
on failure to convert Series C Preferred shares
133
175,140
—
—
—
—
—
—
( 175,140 )
—
( 175,140 )
Stock
based compensation
—
—
—
—
—
—
—
—
315,849
—
315,849
Net
loss
—
—
—
—
—
—
—
—
—
( 14,510,251 )
( 14,510,251 )
Balance
at February 28, 2026
417
$ 547,941
3,350,000
$ 3,350
2,513
$ 101,599
267,872,804
$ 2,679
$ 117,803,027
$ ( 171,121,742 )
$ ( 53,211,087 )
The
accompanying notes are an integral part of these consolidated financial statements.
F- 6
Table of Contents
ARTIFICIAL
INTELLIGENCE TECHNOLOGY SOLUTIONS INC.
CONSOLIDATED
STATEMENTS OF CASH FLOWS
Year
Ended
February 28,
2026
Year
Ended
February 28,
2025
CASH FLOWS FROM OPERATING
ACTIVITIES:
Net loss
$ ( 14,510,251 )
$ ( 18,935,592 )
Adjustments to reconcile net loss to net cash
used in operating activities:
Depreciation and amortization
2,122,730
1,480,636
Inventory provision (recovery)
( 290,000 )
( 494,000 )
Bad debts expense
138,405
83,682
Reduction of right of use
asset
141,217
119,151
Accretion of lease liability
103,956
118,502
Stock based compensation
1,815,848
1,831,685
Amortization of debt discounts
536,078
271,234
Penalty added to face value
of the loan
24,510
—
Gain on settlement of debt
( 3,434,685 )
( 468,262 )
Loss on disposal of revenue
earning devices and fixed assets
93,249
—
Increase in related party
accrued payroll and interest
132,268
71,927
Changes in operating assets
and liabilities:
Accounts receivable
224,725
( 694,929 )
Prepaid expenses
294,264
( 160,393 )
Deposit on right of use
asset
( 13,187 )
—
Security deposit on operating
lease
( 3,400 )
—
Device parts inventory
( 2,133,437 )
( 2,464,468 )
Accounts payable and accrued
expenses
879,021
505,068
Deferred compensation for
CEO
( 390,744 )
1,663,833
Customer deposits
55,748
17,876
Operating lease liability
payments
( 238,792 )
( 225,413 )
Current portion of deferred
variable payment obligations for Payments
1,260,469
996,881
Accrued
interest payable
3,847,474
4,086,194
Net
cash used in operating activities
( 9,344,534 )
( 12,196,388 )
CASH FLOWS FROM INVESTING
ACTIVITIES:
Purchase of fixed assets
( 10,863 )
( 23,724 )
Purchase of trademarks
( 1,998 )
( 6,241 )
Purchase
of investment (convertible note receivable)
—
( 50,000 )
Net
cash used in investing activities
( 12,861 )
( 79,965 )
CASH FLOWS FROM FINANCING
ACTIVITIES:
Share proceeds net of issuance
costs
5,219,853
12,702,010
Proceeds on issuance of
Series B Preferred Shares
—
278,000
Redemption of Series B
or Series C Preferred Shares
( 125,000 )
( 389,188 )
Proceeds on issuance of
Series C Preferred Shares
—
278,580
Proceeds from loans payable
4,808,171
350,000
Repayment
of loans payable
( 1,302,561 )
( 183,000 )
Net
cash provided by financing activities
8,600,463
13,036,402
Net change in cash
( 756,932 )
760,049
Cash, beginning of period
865,975
105,926
Cash, end of period
$ 109,043
$ 865,975
Supplemental disclosure of cash and non-cash
transactions:
Cash
paid for interest
$ 188,993
$ 94,517
Cash
paid for income taxes
$ —
$ —
Noncash investing and financing activities:
Cumulative
Effect Adjustment RFV discount per adoption of ASU 2020-06 at March 1, 2024
$ —
$ 4,175,535
Right
of use asset for lease liability
$ 53,739
$ —
Transfer
from device parts inventory to fixed assets
$ 2,688,421
$ 3,506,341
Series
C penalty shares issued
$ 324,447
—
Discount
applied to face value of loans
$ 811,689
$ —
Exchange
of Series F Preferred Shares for loans payable
$ —
$ 400,000
Exchange
of loans payable and accrued interest for common shares
$ 6,484,000
$ 562,000
Convertible
note receivable exchanged for investment at cost
$ —
$ 50,000
Dividend
on Series B or Series C Preferred Shares paid in Series B or Series C Preferred Shares
$ 58,100
$ 5,188
The
accompanying notes are an integral part of these consolidated financial statements.
F- 7
Table of Contents
ARTIFICIAL
INTELLIGENCE TECHNOLOGY SOLUTIONS INC.
NOTES
TO THE CONSOLIDATED FINANCIAL STATEMENTS
1.
GENERAL INFORMATION AND GOING CONCERN
Artificial
Intelligence Technology Solutions Inc. (formerly known as On the Move Systems Corp.) (“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 LLC. 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 AITX 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, in which AITX purchased all of
the outstanding shares of capital stock of RAD. As a result, 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.
GOING
CONCERN
The
accompanying 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 year ended February 28, 2026, the Company had negative cash flow from operating activities of $ 9,344,534 . As of February 28, 2026
the Company has an accumulated deficit of $ 171,121,742 and negative working capital of $ 17,017,745 . Management does not anticipate having
positive cash flow from operations in the near future. These factors raise substantial doubt about the Company’s ability to continue
as a going concern for the twelve months following the issuance of these financial statements.
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 funds either through convertible debt or equity financing.. 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 May 2026, the Company entered
into an equity financing agreement whereby an investor will purchase up to $ 10,000,000 of the Company’s common stock at a discount
over a three-year period. There remains approximately $ 10 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 debt.
F- 8
Table of Contents
ARTIFICIAL
INTELLIGENCE TECHNOLOGY SOLUTIONS INC.
NOTES
TO THE CONSOLIDATED FINANCIAL STATEMENTS
2.
ACCOUNTING POLICIES
Basis
of Presentation and Consolidation
The
accompanying financial statements have been prepared in accordance with generally accepted accounting principles in the United States
(“GAAP”) and in conformity with the instructions on Form 10-K of Regulation S-X and the related rules and regulations of
the Securities and Exchange Commission (“SEC”). The audited 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., Robotic Assistance Devices Residential, Inc. All significant intercompany accounts and transactions have been eliminated
in consolidation.
Use
of Estimates
In
order to prepare financial statements in conformity with accounting principals 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 equity instruments used in debt settlements, amendments and extensions.
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
of Loans Payable
At
February 28, 2026 there were $ 33,672,294 loans payable, $ 32,178,506 or 96 % 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 which, at times, may exceed federally insured limits, and, to date has not experienced losses
on any of its balances.
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INTELLIGENCE TECHNOLOGY SOLUTIONS INC.
NOTES
TO THE CONSOLIDATED FINANCIAL STATEMENTS
Accounts
Receivable
Accounts
receivable are comprised of balances due from customers, net of estimated allowances for credit losses. 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 $ 170,000 and $ 140,000 provided as of February 28, 2026 and February 28, 2025, respectively. For the year ended February
28, 2026, two customer account for 31 % of total accounts receivable . For the year ended February 28, 2025, one customer accounts for
52 % 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.
At February 28, 2026 and at February 28, 2025 there was a valuation reserve of $ 175,000 and $ 465,000 , respectively.
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 three 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
3
years
Furniture
and fixtures
3
years
Office
equipment
4
years
Warehouse
equipment
5
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.
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INTELLIGENCE TECHNOLOGY SOLUTIONS INC.
NOTES
TO THE CONSOLIDATED FINANCIAL STATEMENTS
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 February 28, 2026 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.
Sales
of Future Revenues
The
Company has entered into transactions, as more fully described in footnote 10, 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 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.
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INTELLIGENCE TECHNOLOGY SOLUTIONS INC.
NOTES
TO THE CONSOLIDATED FINANCIAL STATEMENTS
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.. For the year ended February 28, 2026, two customers accounted for 55 % of total revenue and for the year ended February 28,
2025, one customer accounted for 55 % of total revenue (see Note-3).
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.
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.
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INTELLIGENCE TECHNOLOGY SOLUTIONS INC.
NOTES
TO THE CONSOLIDATED FINANCIAL STATEMENTS
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
CEO and Chairman holds sufficient shares of the Company’s voting stock that give sufficient voting rights under the articles of
incorporation and bylaws of the Company such that the CEO and 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).
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INTELLIGENCE TECHNOLOGY SOLUTIONS INC.
NOTES
TO THE CONSOLIDATED FINANCIAL STATEMENTS
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:
●
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 assets and 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
February 28, 2026
Assets
Investment
at cost
$ 100,000
$ 50,000
$ —
$ 50,000
Liabilities
Incentive
compensation plan payable – revaluation of equity awards payable in Series G shares
$ 5,500,000
$ —
$ —
$ 5,500,000
February 28, 2025
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 , the Company recorded stock based compensation of $ 1,500,000 and $ 1,500,000 for the years ended February
28, 2026 and February 28, 2025 with corresponding adjustments to incentive compensation plan payable.
The
method of valuation of the incentive compensation plan payable is based on the redemption value of the Series G Preferred Shares. The
method of valuation of the Level 3 investment at cost is an independent third party valuation of the common share value of the investment.
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.
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INTELLIGENCE TECHNOLOGY SOLUTIONS INC.
NOTES
TO THE CONSOLIDATED FINANCIAL STATEMENTS
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.
Recently
Adopted Accounting Pronouncements
ASU
2023-07 – Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures
In
November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures . The
amendments require enhanced disclosures about significant segment expenses and other segment items, require disclosure of the title and
position of the chief operating decision maker (“CODM”), explain how the CODM uses reported measures of segment profit or
loss to assess performance and allocate resources, and expand interim disclosure requirements. The amendments apply to entities with
a single reportable segment as well as entities with multiple reportable segments.
The
Company adopted ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures , during fiscal 2025.
The standard requires enhanced disclosures regarding segment expenses and CODM information and applies to entities with a single reportable
segment. Adoption of the standard impacted the Company’s segment reporting disclosures only and did not affect its consolidated
financial position, results of operations, or cash flows.
Recently
issued accounting pronouncement not yet effective
ASU
2024-04—Debt with Conversion and Other Options (Topic 470-20): Induced Conversions of Convertible Debt Instruments
In
November 2024, the Financial Accounting Standards Board (“FASB”) issued ASU 2024-04, Debt with Conversion and Other Options
(Subtopic 470-20): Induced Conversions of Convertible Debt Instruments . The amendments clarify the requirements for determining whether
certain settlements of convertible debt instruments should be accounted for as induced conversions or as debt extinguishments. Under
the amended guidance, an induced conversion requires that the inducement offer provide the holder, at a minimum, the consideration issuable
under the existing conversion privileges of the instrument.
The
amendments are effective for annual reporting periods beginning after December 15, 2025, including interim reporting periods within those
fiscal years. Early adoption is permitted. The Company is currently evaluating the impact that adoption of this guidance will have on
its consolidated financial statements and related disclosures.
ASU
2025-05—Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract
Assets
In
July 2025, the Financial Accounting Standards Board (“FASB”) issued ASU 2025-05, Financial Instruments—Credit Losses
(Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets . The amendments refine the guidance in ASC
326 related to the measurement of expected credit losses for accounts receivable and contract assets arising from revenue transactions
accounted for under ASC 606. The update clarifies the application of the current expected credit loss (“CECL”) model to such
assets, including the use of practical expedients and considerations in estimating expected credit losses over the contractual term of
the asset.
The
amendments are effective for annual reporting periods beginning after December 15, 2026, including interim periods within those fiscal
years, with early adoption permitted. The Company is currently evaluating the impact of adopting ASU 2025-05 on its consolidated financial
statements and related disclosures.
3.
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 2 – Accounting Polices, the Company adopted Topic 606 in accordance with the
effective date on March 1, 2018. Note 2 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.
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INTELLIGENCE TECHNOLOGY SOLUTIONS INC.
NOTES
TO THE CONSOLIDATED FINANCIAL STATEMENTS
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
Year
Ended
February 28,
2026
Year
Ended
February 28,
2025
Device rental activities
$ 6,920,336
$ 5,050,255
Direct sales of goods
and services
825,000
1,080,631
Revenue
$ 7,745,336
$ 6,130,886
The
Company operates as one reportable segment The Chief Executive Officer (“CEO”) serves as the Chief Operating Decision Maker
(“CODM”). The CODM evaluates the Company’s performance based on consolidated net income. This measure aligns with the
Company’s consolidated financial statements and serves as the basis for resource allocation and performance assessment. The measure
of segment assets is reported on the balance sheet as total consolidated assets. The CODM monitors profitability and strategic growth
initiatives on a consolidated basis, without disaggregating profit or loss into separate operating segments. The Company determined there
are no significant segment expenses that require a separate disclosure. The consolidated net income is used to assess overall company
performance, benchmark against industry standards, and identify profitability trends, which guides resource allocation and investment
in expansion and program upgrades. The CODM also evaluates company performance using operating income. Operating income provides the
CODM with a focused view of the Company’s profitability excluding the effects of financing activities, tax strategies, and other
non-operating items. This measure enables the CODM to assess operational efficiency, monitor performance trends, and evaluate the effectiveness
of strategies aimed at revenue generation and cost management.
4.
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 February 28, 2026 and February 28, 2025.
SCHEDULE OF LEASE ASSETS AND LIABILITIES
Leases
Classification
February
28,
2026
February
28,
2025
Assets
Operating
Operating
Lease Assets
$ 931,814
$ 1,010,545
Liabilities
Current
Operating
Current Operating Lease Liability
$ 243,690
$ 197,349
Noncurrent
Operating
Noncurrent Operating Lease
Liabilities
676,694
810,513
Total lease liabilities
$ 920,384
$ 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.
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ARTIFICIAL
INTELLIGENCE TECHNOLOGY SOLUTIONS INC.
NOTES
TO THE CONSOLIDATED FINANCIAL STATEMENTS
Operating
lease cost and rent was $ 251,883 and $ 240,731 for both the twelve months ended February 28, 2026 and February 28, 2025, respectively.
5.
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 February 28, 2026.
6.
REVENUE EARNING DEVICES
Revenue
earning devices (RED) consisted of the following:
SCHEDULE OF REVENUE EARNING DEVICES
February
28,
2026
February
28,
2025
Revenue earning devices
$ 8,355,295
$ 6,831,352
Less: Accumulated depreciation
( 3,257,668 )
( 2,292,172 )
Total
$ 5,097,627
$ 4,539,180
During
the year ended February 28, 2026, the Company made total additions to revenue earning devices of $ 2,632,720 which were transferred from
inventory. For the year ended February 28, 2026, the Company disposed of assets with a value $ 1,108,776 and related accumulated depreciation
$ 1,037,839 with a net book value of $ 70,937 for zero net proceeds..
During
the year ended February 28, 2025, the Company made total additions to revenue earning devices of $ 3,398,505 which were transferred from
inventory. There was no permanent impairment on revenue earning services for the year ended February 28, 2025.
Depreciation
and amortization for the years ended February 28, 2026, and February 28, 2025, are as follows:
SCHEDULE OF DEPRECIATION AND AMORTIZATION
Depreciation
and Amortization RED
Year
Ended
February 28,
2026
Year
Ended
February 28,
2025
Cost of Goods Sold
$ 1,981,679
$ 1,051,498
Operating expenses
91,811
287,830
Total Depreciation and
Amortization RED
$ 2,073,490
$ 1,339,328
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INTELLIGENCE TECHNOLOGY SOLUTIONS INC.
NOTES
TO THE CONSOLIDATED FINANCIAL STATEMENTS
7.
FIXED ASSETS
Fixed
assets consisted of the following:
SCHEDULE OF FIXED ASSETS
February
28,
2026
February
28,
2025
Automobile
$ 74,237
$ 74,237
Demo devices
265,421
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
38,746
36,305
Leasehold improvements
26,956
26,956
Fixed assets gross
723,611
749,514
Less: Accumulated depreciation
( 540,426 )
( 491,186 )
Fixed assets, net of
accumulated depreciation
$ 183,185
$ 258,328
During
the year ended February 28, 2026, the Company made additions to fixed assets of $ 10,863 and also additions through inventory transfers
of $ 55,701 . For the year ended February 28, 2026, the Company disposed of assets with a value $ 92,466 and related accumulated depreciation
$ 70,154 with a net book value of $ 22,312 for zero net proceeds.
During
the year ended February 28, 2025, the Company made additions to fixed assets of $ 23,724 and also additions through inventory transfers
of $ 107,836 .
Depreciation
and amortization for the years ended February 28, 2026, and February 28, 2025, are as follows:
SCHEDULE OF DEPRECIATION AND AMORTIZATION IN OPERATING EXPENSES
Depreciation
and Amortization
Year
Ended
February 28,
2026
Year
Ended
February 28,
2025
Fixed assets
$ 49,240
$ 141,309
Revenue earning devices
91,811
287,830
Total Depreciation and
Amortization included in operating expenses
$ 141,051
$ 429,139
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ARTIFICIAL
INTELLIGENCE TECHNOLOGY SOLUTIONS INC.
NOTES
TO THE CONSOLIDATED FINANCIAL STATEMENTS
8.
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.
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
F- 19
Table of Contents
ARTIFICIAL
INTELLIGENCE TECHNOLOGY SOLUTIONS INC.
NOTES
TO THE CONSOLIDATED FINANCIAL STATEMENTS
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 and the Payments are secured by the assets of the Company. This interest may be secured by UCC filing
but is subordinated to equipment financing 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 will first become payable on June 30, 2019 (unless otherwise indicated) based on the quarterly Revenues for the quarter ended
May 31, 2019 and will accrue every quarter thereafter. As of February 28, 2026, the Company has accrued approximately $ 3,161,727 in Payments,
of which $ 1,901,259 is 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.
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 February 28, 2026, 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 years ended February 28, 2026 and February 28, 2025, the Company has received $ 0 related to the deferred payment obligation
as the balance remains $ 2,525,000 at both February 28, 2026 and February 28, 2025.
F- 20
Table of Contents
ARTIFICIAL
INTELLIGENCE TECHNOLOGY SOLUTIONS INC.
NOTES
TO THE CONSOLIDATED FINANCIAL STATEMENTS
9.
RELATED PARTY TRANSACTIONS
For
the years ended February 28, 2026, and February 28, 2025, the Company had net (advances) repayments of ($ 132,268 ) and ($ 71,927 ), respectively,
to its loan payable-related party. At February 28, 2026, the loan payable-related party was $ 461,633 and $ 329,365 at February 28, 2025.
As of February 28, 2026, included in the balance due to the related party is $ 285,638 of deferred salary all of which bears interest
at 12 %. As of February 28, 2025, included in the balance due to the related party is $ 190,013 of deferred salary all of which bears interest
at 12 %. The accrued interest included at February 28, 2026, was $ 79,268 (February 28, 2025- $ 51,575 ).
During
the year ended February 28, 2026, the Company a net repayment of $ 390,744 in deferred compensation for the CEO. This would bring his
annual bonus for the year ended February 28, 2026, to $ 1.0 million. For the fiscal year ended February 28, 2025, the Company paid out
$ 1,390,744 to the CEO. During the year ended February 28, 2025, the Company a net accrual of $ 1,663,833 in deferred compensation for
the CEO. This would bring his annual bonus for the year ended February 28, 2025, to $ 2.5 million. For the fiscal year ended February
28, 2025, the Company paid out $ 836,167 to the CEO. This was all in accordance with a December 2023 board action allowing for $ 1 million
of discretionary compensation.
During
the years ended February 28, 2026, and February 28, 2025, the Company accrued 1,500 Series G shares to be issued totaling $ 1,500,000
and 1,500 Series G preferred shares to be issued totaling $ 1,500,000 , respectively, both per Company resolution. The Series G preferred
shares are redeemable at $ 1,000 per share and will be issued by the Company at the appropriate time. The balance of Incentive Compensation
Plan Payable at February 28, 2026, was $ 5,500,000 and the balance February 28, 2025, was $ 4,000,000 .
During
the years ended February 28, 2026, and February 28, 2025, the Company was charged $ 2,576,111 and $ 2,541,180 , respectively in consulting
fees for research and development to a company partially owned by a principal shareholder included in research and development expenses.
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 February 28, 2026, and February 28, 2025, the balance due to this company was $ 160,557 and $ 76,532 ,
respectively.
F- 21
Table of Contents
ARTIFICIAL
INTELLIGENCE TECHNOLOGY SOLUTIONS INC.
NOTES
TO THE CONSOLIDATED FINANCIAL STATEMENTS
10.
LOANS PAYABLE
Loans
payable at February 28, 2026 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)
—
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)
237,500
12 %
February 22, 2021
March 1, 2027
Promissory note
(10)
1,650,000
12 %
March 1, 2021
March 1, 2027
Promissory note
(11)
6,000,000
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, 2027
Purchase Agreement
(21)
203,000
15 %
March 8, 2024
August 8, 2027
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)
189,951
108 %
September 25, 2025
September 25, 2026
Promissory note
(27)
550,000
15 %
October 30. 2025
October 30. 2026
Promissory note
(28)
200,000
15 %
November 6, 2025
November 6, 2026
Promissory note
(29)
275,000
15 %
November 24, 2025
November 24, 2026
Promissory note
(30)
450,000
15 %
December 9, 2025
December 9, 2026
Promissory note
(31)
450,000
15 %
December 17, 2025
September 23, 2026
Business loan
(32)
329,962
65 %
December 22, 2025
December 22, 2026
Convertible note
(33)
495,000
12 %
December 27, 2025
December 27, 2026
Promissory note
(34)
275,000
15 %
January 12, 2026
January 12, 2027
Promissory note
(35)
330,000
15 %
January 27, 2026
January 27, 2027
Promissory note
(36)
170,000
15 %
February 2, 2026
February 2, 2027
Promissory note
(37)
330,000
15 %
February 19, 2026
February 19, 2027
Convertible note
(38)
165,000
12 %
February 24, 2026
February 24, 2027
Promissory note
(39)
170,000
15 %
$ 33,672,294
Less: current portion of loans
payable
( 9,483,914 )
Less: discount
on non-current loans payable
-
Non-current
loans payable, net of discount
$ 24,188,380
Current portion of loans payable
$ 9,483,914
Less: discount
on current portion of loans payable
( 635,774 )
Current
portion of loans payable, net of discount
$ 8,848,140
*
In
default
As
of February 28, 2026 , all long term debt matures in the fiscal year ending February 29, 2028.
F- 22
Table of Contents
ARTIFICIAL
INTELLIGENCE TECHNOLOGY SOLUTIONS INC.
NOTES
TO THE CONSOLIDATED FINANCIAL STATEMENTS
(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. On November 24, 2025, the Company entered into
an exchange agreement where the holder can exchange all or part of the principal and interest of the note into common shares at an
exchange amount of 90 % of the previous 5 day’s lowest bid price. On February 8, 2026, the holder exchanged $ 192,000 in accrued
interest for 8,000,000 common shares at fair value of $ 320,000 with a loss on settlement of $ 128,000 .
(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 Company was charged
a penalty of $ 24,510 which it added the loan with a corresponding adjustment to interest expense. The Company repaid the loan in
full $ 190,155 with accrued interest of $ 104,046 .
(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 . On December 14, 2023,
the parties extended the maturity date from December 14. 2023 date to March 1,2027.
(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. 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. For the year ended February 28, 2026, the Company recorded amortization expense of $ 138 , with
an unamortized discount of $ 0 at February 28, 2026.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.
F- 23
Table of Contents
ARTIFICIAL
INTELLIGENCE TECHNOLOGY SOLUTIONS INC.
NOTES
TO THE CONSOLIDATED FINANCIAL STATEMENTS
(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
year ended February 28, 2026, the Company recorded amortization expense of $ 144 , with an unamortized discount of $ 0 at February 28,
2026.The loan is fully amortized. Through an exchange agreement on February 11, 2025, the Company repaid $ 162,000 in principal st
through the issuance of 600,000 common shares. On March 28, 2025 the Company entered into an exchange agreement where the holder
can exchange all or part of the principal and interest of the note into common shares at an exchange amount of 90 % of the previous
5 day’s lowest VWAP price. On March 5, 2025 the Company repaid $ 150,500 in loan principal as well as $ 275,000 in accrued interest
(all totaling $ 425,500 ) was repaid on March 5, 2025 through the issuance of 1,850,000 common shares at a fair value of $ 444,000 with
a loss on settlement of $ 18,500 .
(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 year ended February 28, 2026, the Company recorded amortization expense of $ 700 , with an unamortized
discount of $ 0 at February 28, 2026. The loan is fully amortized. On November 24, 2025, the Company entered into an exchange agreement
where the holder can exchange all or part of the principal and interest of the note into common shares at an exchange amount of 90 %
of the previous 5 day’s lowest bid price.
(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. On March 28, 2025 the Company
entered into an exchange agreement where the holder can exchange all or part of the principal and interest of the note into common
shares at an exchange amount of 90 % of the previous 5 day’s lowest VWAP price. For the year ended February 28, 2026, the Company
has issued 36,500,000 common shares at fair market value of $ 4,365,500 to repay $ 3,840,500 in accrued interest with a loss on settlement
of debt of $ 525,000 .
(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 year ended February 28, 2026, the Company recorded
amortization expense of $ 964 , with an unamortized discount of $ 0 at February 28, 2026. 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. On November 24, 2025, the Company entered into an exchange agreement where the holder can exchange all or part of price the
principal and interest of the note into common shares at an exchange amount of 90 % of the previous 5 day’s lowest bid price.
During the period the holder exchanged $ 1,416,000 in accrued interest for 25,000,000 common shares at a fair value of $ 1,680,000
with a loss on settlement of $ 264,000 .
F- 24
Table of Contents
ARTIFICIAL
INTELLIGENCE TECHNOLOGY SOLUTIONS INC.
NOTES
TO THE CONSOLIDATED FINANCIAL STATEMENTS
(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 February 28, 2026 the outstanding
principal and interest was $ 0 .
(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 year ended February 28, 2026, the Company recorded amortization
expense of $ 8,856 , with an unamortized discount of $ 16,325 at February 28, 2026. On 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. On November
24, 2025, the Company entered into an exchange agreement where the holder can exchange all or part of the principal and interest
of the note into common shares at an exchange amount of 90 % of the previous 5 day’s lowest bid price.
(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. On November 24, 2025, the Company entered into
an exchange agreement where the holder can exchange all or part of the principal and interest of the note into common shares at an
exchange amount of 90 % of the previous 5 day’s lowest bid price.
(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.
F- 25
Table of Contents
ARTIFICIAL
INTELLIGENCE TECHNOLOGY SOLUTIONS INC.
NOTES
TO THE CONSOLIDATED FINANCIAL STATEMENTS
(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 as secured loan agreement 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. On November 24, 2025, the
Company entered into an exchange agreement where the holder can exchange all or part of the principal and interest of this secured
loan agreement into common shares at an exchange amount of 90 % of the previous 5 day’s lowest bid price. 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 year ended February 28,
2026, the Company recorded amortization expense of $ 18,483 , with an unamortized discount of $ 14,428 at February 28, 2026.
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 year ended February 28, 2026, the Company recorded amortization
expense of $ 18,573 , with an unamortized discount of $ 14,502 at February 28, 2026.
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 year ended February 28, 2026, the Company recorded amortization expense of
$ 18,637 , with an unamortized discount of $ 18,647 at February 28, 2026.
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 year ended February 28, 2026, the Company recorded amortization expense of
$ 18,515 , with an unamortized discount of $ 14,456 at February 28, 2026.
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 year ended February 28, 2026, the Company recorded amortization expense of
$ 18,573 , with an unamortized discount of $ 14,502 at February 28, 2026.
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 year ended February 28, 2026, the Company recorded amortization expense of
$ 18,638 , with an unamortized discount of $ 14,557 at February 28, 2026.
F- 26
Table of Contents
ARTIFICIAL
INTELLIGENCE TECHNOLOGY SOLUTIONS INC.
NOTES
TO THE CONSOLIDATED FINANCIAL STATEMENTS
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 year ended February 28, 2026, the Company recorded amortization expense of
$ 18,683 , with an unamortized discount of $ 14,594 at February 28, 2026.
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 year ended February 28, 2026, the Company recorded amortization expense of
$ 18,824 , with an unamortized discount of $ 14,711 at February 28, 2026.
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 year ended February 28, 2026, the Company recorded amortization expense of
$ 19,288 , with an unamortized discount of $ 15,096 at February 28, 2026.
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 year ended February 28, 2026, the Company recorded amortization expense of
$ 18,761 , with an unamortized discount of $ 14,657 at February 28, 2026.
(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 original 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 extended the maturity date from April 30, 2025, to April 30, 2026, with all other
terms and conditions remaining the same. On April 30,2026, the parties extended the
maturity to April 30, 2027, with the default rate still applicable after April 30, 2025.
(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 original maturity. The August 2024 through to August 2025
payments have not been made and the note was not repaid at original maturity. On August 8, 2025 the parties extended the maturity
to August 8, 2027 , with the default rate still applicable after August 8, 2025.
(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 . For the year ended February 28, 2026, the Company
recorded amortization expense of $ 192,422 , with an unamortized discount of $ 59,207 at February 28, 2026. For the year ended February
28, 2026, the Company has repaid $ 617,348 .
(27)
Original
$ 550,000 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. For the year ended
February 28, 2026, the Company recorded amortization expense of $ 19,988 , with an unamortized discount of $ 30,012 at February 28,
2026.
(28)
Original
$ 200,000 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. For the year ended
February 28, 2026, the Company recorded amortization expense of $ 7,665 , with an unamortized discount of $ 17,335 at February 28, 2026.
(29)
Original
$ 275,000 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. For the year ended
February 28, 2026, the Company recorded amortization expense of $ 7,229 , with an unamortized discount of $ 17,771 at February 28, 2026.
(30)
Original
$ 450,000 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. For the year ended
February 28, 2026, the Company recorded amortization expense of $ 10,704 , with an unamortized discount of $ 39,296 at February 28,
2026.
F- 27
Table of Contents
ARTIFICIAL
INTELLIGENCE TECHNOLOGY SOLUTIONS INC.
NOTES
TO THE CONSOLIDATED FINANCIAL STATEMENTS
(31)
Original
$ 450,000 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. For the year ended February
28, 2026, the Company recorded amortization expense of $ 10,410 , with an unamortized discount
of $ 39,590 at February 28, 2026.
(32)
On
December 17, 2025, the Company entered into a business loan secured by a general security
charging all of RAD’s present and after- acquired property. The Company received net
proceeds of $ 300,000 after fees of $ 14,000 and a financing fee of $ 91,060 for total fees
of $ 105,060 . The Company must repay $ 405,060 , in 4 weekly payments of $ 2,276.50 and 36 weekly
payments of $ 10,998.72 . The loan is personally guaranteed by the CEO. For the year ended
February 28, 2026, the Company recorded amortization expense of $ 19,478 with an unamortized
discount of $ 85,582 at February 28, 2026. For the year ended February 28, 2026, the Company
has repaid $ 75,098 .
(33)
$ 495,000
convertible note that may be redeemed at a premium at any time. The Company received proceeds of $ 440,000 , with fees of $ 10,000 and
an original issue discount of $ 45,000 . Principal and interest due at maturity. For the year ended February 28, 2026, the Company
recorded amortization expense of $ 9,705 , with an unamortized discount of $ 45,295 at February 28, 2026. After 180 days , the note
and interest is convertible at a conversion price of 80 % of the lowest traded price in the 15 prior trading days.
(34)
Original
$ 275,000
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. For the year ended February 28, 2026, the Company recorded amortization expense of $ 4,122 ,
with an unamortized discount of $ 20,878
at February 28, 2026.
(35)
Original
$ 330,000 note may be pre-payable at any time. The note balance includes an original issue
discount of $ 30,000 . Principal and interest due at maturity. Secured by a general security
charging all of RAD’s present and after-acquired property. For the year ended
February 28, 2026, the Company recorded amortization expense of $ 3,864 , with an unamortized
discount of $ 26,136 at February 28, 2026.
(36)
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. For the year
ended February 28, 2026, the Company recorded amortization expense of $ 1,769 , with an unamortized discount of $ 18,231 at February
28, 2026.
(37)
Original
$ 330,000 note may be pre-payable at any time. The note balance includes an original issue
discount of $ 30,000 . Principal and interest due at maturity. Secured by a general security
charging all of RAD’s present and after-acquired property. For the year ended
February 28, 2026, the Company recorded amortization expense of $ 1,863 , with an unamortized
discount of $ 28,137 at February 28, 2026.
(38)
$ 165,000
convertible note that may be redeemed at a premium at any time. The Company received proceeds of $ 142,500 , with fees of $ 7,500 and
an original issue discount of $ 15,000 . Principal and interest due at maturity. For the year ended February 28, 2026, the Company
recorded amortization expense of $ 484 , with an unamortized discount of $ 22,016 at February 28, 2026. After 180 days , the note and
interest is convertible at a conversion price of 80 % of the lowest traded price in the 15 prior trading days.
(39)
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. For the nine months ended
February 28, 2026, the Company recorded amortization expense of $ 188 , with an unamortized
discount of $ 19,812 at February 28, 2026.
F- 28
Table of Contents
ARTIFICIAL
INTELLIGENCE TECHNOLOGY SOLUTIONS INC.
NOTES
TO THE CONSOLIDATED FINANCIAL STATEMENTS
11.
STOCKHOLDERS’ DEFICIT
Preferred
Stock: The Company is authorized to issue up to 20,000,000 shares of $ 0.001 par value preferred stock. The board of directors is
authorized to designate any series of preferred stock up to the total authorized number of shares.
Series
B Convertible, Redeemable Preferred Stock
The
board of directors has designated 5,000 shares of Series B Convertible, Redeemable Preferred Stock with a par value of $ 0.001 per share.
As of February 28, 2026 , there are no shares of Series B Preferred Stock outstanding. The Series B Convertible Preferred Stock are redeemable
at $ 1,200 per share, rank in priority to common stock and common stock equivalents upon liquidation of the Company, have voting rights
on a converted basis and receives quarterly dividends of 8 %. Each holder may, at any time and from time to time convert all, but not
less than all, of their shares of Series B Convertible, Redeemable Preferred Stock into a number of fully paid and nonassessable shares
of common stock determined by dividing the redemption value by the Conversion Price. The Conversion price is equal to the lower of (1)
a fixed price equaling the closing bid price of the Common Stock on the trading day immediately preceding the date of the acquisition
of the shares and (2) the lowest traded price of the Common Stock during the ten (10) calendar days immediately preceding, but not including,
the Conversion Date. Following an event of default,” as defined in the Purchase Agreement, the Conversion price shall equal the
lower of: (a) the then applicable Conversion Price; or (b) a price per share equaling eighty five percent (85%) of the lowest traded
price for the Company’s common stock during the fifteen (15) Trading Days immediately preceding, but not including, the Conversion
Date . Each share of Preferred Stock shall be entitled to receive, and the Corporation shall pay, cumulative dividends of eight percent
(8%) per annum, payable quarterly, beginning on the Original Issuance Date and ending on the date that such share of Preferred Share
has been converted or redeemed. Dividends may be paid in cash or in shares of Preferred Stock at the discretion of the Company. Any dividends
that are not paid a shall continue to accrue and shall entail a late fee, which must be paid in cash, at the rate of 14% per annum or
the lesser rate permitted by applicable law which shall accrue and compound daily from the dividend payment date through and including
the date of actual payment in full. On the thirtieth day following the issue date of this Preferred Stock the Company shall have the
obligation to redeem one-third of the Preferred Stock outstanding for a redemption price equal to the redemption value of each such share
of Preferred Stock, plus any accrued but unpaid dividends, plus all other amounts due to the Holder including, but not limited to Late
Fees, liquidated damages and the legal fees and expenses of the Holder’s counsel. On the sixtieth (60 th ) calendar day
following the date Preferred Stock is issued, the Corporation shall have the obligation to redeem one-half of the Preferred Stock then
outstanding for the redemption price. On the ninetieth (90 th ) calendar day following the date Preferred Stock is issued, the
Corporation shall have the obligation to redeem all of the Preferred Stock then outstanding for the redemption price. From the date of
issuance until the date no shares of Series B Preferred Stock are issued and outstanding, unless Holders of at least 75% in Stated Value
of the then outstanding shares of Preferred Stock shall have otherwise given prior written consent, the Corporation shall not, and shall
not permit any of the Subsidiaries to, directly or indirectly: (a) other than Permitted Indebtedness, enter into, create, incur, assume,
guarantee or suffer to exist any indebtedness for borrowed money of any kind, including but not limited to, a guarantee, on or with respect
to any of its property or assets now owned or hereafter acquired or any interest therein or any income or profits therefrom; (b) other
than Permitted Liens, enter into, create, incur, assume or suffer to exist any Liens of any kind, on or with respect to any of its property
or assets now owned or hereafter acquired or any interest therein or any income or profits therefrom; (c) amend its charter documents,
including, without limitation, its articles of incorporation and bylaws, in any manner that materially and adversely affects any rights
of the Holder; (d) repay, repurchase or offer to repay, repurchase or otherwise acquire of any shares of its Common Stock, Common Stock
Equivalents or Junior Securities, other than as to the Conversion Shares as permitted or required under the Transaction Documents: (e)
pay cash dividends or distributions on Junior Securities of the Corporation; f) enter into any transaction with any Affiliate of the
Corporation which would be required to be disclosed in any public filing with the Commission, unless such transaction is made on an arm’s-length
basis and expressly approved by a majority of the disinterested directors of the Corporation (even if less than a quorum otherwise required
for board approval); or(g) enter into any agreement with respect to any of the foregoing.
F- 29
Table of Contents
ARTIFICIAL
INTELLIGENCE TECHNOLOGY SOLUTIONS INC.
NOTES
TO THE CONSOLIDATED FINANCIAL STATEMENTS
Series
C Convertible, Redeemable Preferred Stock
The
board of directors has designated 1,000
shares of Series C Convertible, Redeemable Preferred Stock with a par value of $ 0.001
per share. As of the February 28, 2026, there are 417
shares of Series C Preferred Stock outstanding. The Series C Convertible Preferred Stock are redeemable at $ 1,200
per share, rank in priority to common stock and common stock equivalents upon liquidation of the Company, have voting rights on a
converted basis and receives quarterly dividends of 12 %.
Each holder may, after 180 days after issuance, at any time and from time to time convert all, but not less than all, of their
shares of Series C Convertible, Redeemable Preferred Stock into a number of fully paid and nonassessable shares of common stock
determined by dividing the redemption value by the Conversion Price. The
Conversion price is equal to the lower of (1) a fixed price equaling the closing bid price of the Common Stock on the trading day
immediately preceding the date of the acquisition of the shares and (2) the lowest traded price of the Common Stock during the ten
(10) calendar days immediately preceding, but not including, the Conversion Date. Following an event of default,” as defined
in the Purchase Agreement, the Conversion price shall equal the lower of: (a) the then applicable Conversion Price; or (b) a price
per share equaling ninety percent (90%) of the lowest traded price for the Company’s common stock during the ten (10) Trading
Days immediately preceding, but not including, the Conversion Date. Each
share of Preferred Stock shall be entitled to receive, and the Corporation shall pay, cumulative dividends of twelve percent (12%)
per annum, payable quarterly, beginning on the Original Issuance Date and ending on the date that such share of Preferred Share has
been converted or redeemed. Dividends may be paid in cash or in shares of Preferred Stock at the discretion of the Company. Any
dividends that are not paid a shall continue to accrue and shall entail a late fee, which must be paid in cash, at the rate of 14%
per annum or the lesser rate permitted by applicable law which shall accrue and compound daily from the dividend payment date
through and including the date of actual payment in full. On the one hundred eightieth day following the issue date of this
Preferred Stock the Company shall have the obligation to redeem all outstanding Series Preferred Shares for one hundred nine and one
half percent (109.5%) of the stated value, plus any accrued but unpaid dividends, plus all other amounts due to the Holder pursuant
to the Certificate of Designation and/or any Transaction Documents (“Redemption Date”). Prior to the Redemption Date,
the Company at its discretion and on three (3) Trading Days’ written notice, may redeem all outstanding Preferred Shares for
one hundred nine and one half percent (109.5%) of the stated value, plus any accrued but unpaid dividends, plus all other amounts
due to the Holder pursuant to the Certificate of Designation and/or any Transaction Documents.
From
the date of issuance until the date no shares of Series C Preferred Stock are issued and outstanding, unless Holders of at least 75%
in Stated Value of the then outstanding shares of Preferred Stock shall have otherwise given prior written consent, the Corporation shall
not, and shall not permit any of the Subsidiaries to, directly or indirectly: (a) other than Permitted Indebtedness, enter into, create,
incur, assume, guarantee or suffer to exist any indebtedness for borrowed money of any kind, including but not limited to, a guarantee,
on or with respect to any of its property or assets now owned or hereafter acquired or any interest therein or any income or profits
therefrom; (b) other than Permitted Liens, enter into, create, incur, assume or suffer to exist any Liens of any kind, on or with respect
to any of its property or assets now owned or hereafter acquired or any interest therein or any income or profits therefrom; (c) amend
its charter documents, including, without limitation, its articles of incorporation and bylaws, in any manner that materially and adversely
affects any rights of the Holder; (d) repay, repurchase or offer to repay, repurchase or otherwise acquire of any shares of its Common
Stock, Common Stock Equivalents or Junior Securities, other than as to the Conversion Shares as permitted or required under the Transaction
Documents: (e) pay cash dividends or distributions on Junior Securities of the Corporation; f) enter into any transaction with any Affiliate
of the Corporation which would be required to be disclosed in any public filing with the Commission, unless such transaction is made
on an arm’s-length basis and expressly approved by a majority of the disinterested directors of the Corporation (even if less than
a quorum otherwise required for board approval); or(g) enter into any agreement with respect to any of the foregoing.
F- 30
Table of Contents
ARTIFICIAL
INTELLIGENCE TECHNOLOGY SOLUTIONS INC.
NOTES
TO THE CONSOLIDATED FINANCIAL STATEMENTS
Series
E Preferred Stock
The
board of directors has designated 4,350,000 shares of Series E Preferred Stock. As of February 28, 2026, there are 3,350,000 shares of
Series E Preferred Stock outstanding. The Series E Preferred Stock ranks subordinate to the Company’s common stock as to distributions
of assets upon liquidation, dissolution or winding up of the Corporation. The Series E preferred stock is non-redeemable, does not have
rights upon liquidation of the Company and does not receive dividends. The outstanding shares of Series E Preferred Stock have the right
to take action by written consent or vote based on the number of votes equal to twice the number of votes of all outstanding shares of
equity instruments with voting rights. As a result, the holder of Series E Preferred Stock has 2/3rds of the voting power of all shareholders
at any time corporate action requires a vote of shareholders.
Series
F Convertible Preferred Stock
The
board of directors has designated 10,000 shares of Series F Convertible Preferred Stock with a par value of $ 1.00 per share. As of February
28, 2026 , there are 2,513 shares of Series F Convertible Preferred Stock outstanding. The Series F Convertible Preferred Stock is non-redeemable,
does not have rights upon liquidation of the Company, does not have voting rights and does not receive dividends. Each holder may, at
any time and from time to time convert all, but not less than all, of their shares of Series F Convertible Preferred Stock into a number
of fully paid and nonassessable shares of common stock determined by multiplying the number of issued and outstanding shares of common
stock of the Company on the date of conversion by three and 45 100ths (3.45) on a pro rata basis. So long as any shares of Series F Convertible
Preferred Stock are outstanding, the Company shall not, without first obtaining the approval of the majority of the holders: (a) alter
or change the rights, preferences or privileges of any capital stock of the Company so as to affect adversely the Series F convertible
preferred stock; (b) create any Senior Securities; (c) create any pari passu Securities; (d) do any act or thing not authorized or contemplated
by the Certificate of Designation which would result in any taxation with respect to the Series F Convertible Preferred Stock under Section
305 of the Internal Revenue Code of 1986, as amended, or any comparable provision of the Internal Revenue Code as hereafter from time
to time amended, (or otherwise suffer to exist any such taxation as a result thereof).
Series
G Preferred Stock
The
board of directors has designated 100,000 shares of Series G Preferred Stock. As of the date of this report, there are no shares of Series
G Preferred Stock outstanding. The series G shares are redeemable at $ 1,000 per share The Series G preferred stock does not have voting
rights, does not have rights upon liquidation of the Company and does not receive dividends.
Summary
of Preferred Stock Activity
F- 31
Table of Contents
ARTIFICIAL
INTELLIGENCE TECHNOLOGY SOLUTIONS INC.
NOTES
TO THE CONSOLIDATED FINANCIAL STATEMENTS
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 (“Series C”), 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 1.095 premium at 180 days after issuance. 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.
During the year the Company issued 12 % quarterly dividends in 44 Series C shares with a value of $ 58,100 . The Company failed to redeem
the Series C shares on the August 9, 2025 redemption date and a penalty of 114 Series C shares with a value of $ 149,307 was recorded.
In August 2025 the Company redeemed 95 Series C shares for $ 125,000 including a deemed dividend of $ 29,871 . In September 2025 the Company
failed to convert a conversion notice of 96 shares. This conversion was withdrawn inI December 2025 and a new conversion for 85 Series
C shares with a value of $ 111,690 including a dividend of $ 84,690 with a corresponding adjustment to paid in capital .In exchange for
the converted Series C shares , the Company issued 1,994,464 common shares. In January 2026, the Company failed to convert a conversion
notice of 80 shares. On March 19, 2026 the Company entered into an agreement with the investor whereby the parties agreed to reduce the
penalty on the September 2025 and January 2026 failed conversion to 133 Series C shares at a value of $175,140 ( The penalty was reduced
from 345 Series C shares to 133 Series C shares) . The parties agreed on the Series C share balance at February 28, 2026 to be 417 series
C shares. In addition the parties agreed to issue an additional 222 Series C shares for proceeds of $200,000 and fees of $22,000. These
shares have a redemption value of $291.708. Also on March 19, 2026 ,the parties agreed to convert 165 Series C shares at a value of $198,000
for 13,550,625 common shares. At February 28, 2026 and February 28, 2025 there are 417 and 306 outstanding Series C shares .
Series
F Convertible Preferred Stock
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.
On
April 30, 2024 the Company increased authorized shares to 10,000 Series F Preferred Shares.
Series
F Preferred Stock Activity:
During
the year ended February 28, 2026 Series F shareholders there was no activity.
During
the year ended February 28, 2025 Series F shareholders had the following activity:
—
A
Series F preferred shareholder exchanged 20 Series F preferred shares for a $ 400,000 note payable. (see Note 11). The Company record
an adjustment to the par value of the shares of $ 20 , paid -in capital for the carrying value of the shares of $ 65,793 with the remaining
amount of $ 334,187 a deemed dividend.
At
both February 28, 2026 and February 28, 2025 there are 2513 outstanding Series F preferred stock.
Unissued
Series F Preferred Stock
At
both February 28, 2026 and February 28, 2025 there remains 46 issuable Series F preferred stock at a value of $ 99,086 .
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 March 1, 2025
939
$ 1.00
8.5
Issued
—
—
—
Exercised
—
—
—
Forfeited and cancelled
—
—
—
Outstanding at February 28, 2026
939
$ 1.00
7.5
F- 32
Table of Contents
ARTIFICIAL
INTELLIGENCE TECHNOLOGY SOLUTIONS INC.
NOTES
TO THE CONSOLIDATED FINANCIAL STATEMENTS
Summary
of Common Stock Activity
The
Company increased authorized common shares from 5,000,000,000 to 6,000,000,000 on July 8, 2022, from 6,000,000,000 to 7,225,000,000 on
March 19, 2023 from 7,225,000,000 to 10,000,000,000 on August 30, 2023, from 10,000,000,000 to 12,500,000,000 on March 22, 2024., from
12,500,000,000 to 15,000,000,000 on October 4, 2024 from 15,000,000,000 to 20,000,000,000 on February 21, 2025, from 20,000,000,000 to
23,000,000,000 on July 25, 2025 and from 23,000,000,000 to 27,500,000,000 on October 15, 2025.
On March 19, 2026, the Board of Directors
and the holder of a majority of the Company’s voting power approved, by written consent, a decrease in the Company’s authorized common
shares from 27,500,000,000 to 12,000,000,000 . The Certificate of Amendment effecting this decrease was not filed with, or accepted by,
the Nevada Secretary of State until July 15, 2026, on which date the decrease became effective. As of February 28, 2026 and continuing
through the filing date of the Company’s original Annual Report on Form 10-K for the fiscal year ended February 28, 2026, the Company’s
authorized common shares remained 27,500,000,000 .
On
February 5, 2026, the holders of a majority of the voting power of the Company’s outstanding voting securities executed the written
consent approving a reverse stock split of the Company’s issued and outstanding Common Stock at a ratio of 1-for-100. The common
shares have been adjusted to reflect this reverse stock split.
Summary
of Common Stock Activity
During
the year ended, February 28, 2026, common shareholders had the following activity:
—
the
Company issued 50,403,802 common shares with gross proceeds of $ 5,185,344 and net proceeds of $ 4,801,184 after paid issuance costs
of $ 274,161 . Included in these common shares was a commitment fee of $ 90,000 on the issuance of 1,354,167 shares bringing total fees
to $ 364,161 .
—
the
Company issued 71,350,000 common shares in gross proceeds of $ 6,384,000 to repay $ 5,411,000 loans payable and $ 37,500 in accrued
interest with loss on settlement of $ 935,500 .
—
the
Company issued 1,994,464 common shares in gross proceeds of $ 111,690 on the conversion of
85 Series C Preferred Shares. A dividend of $ 84,690 was recorded with a corresponding adjustment
to paid -in capital.
During
the year ended, February 28, 2025, common shareholders had the following activity:
—
the
Company issued 49,796,369 common shares with gross proceeds of $ 13,697,245 and net proceeds of $ 13,120,679 after paid issuance costs
of $ 576,565 . Included in the net proceeds are $ 418,669 in share proceeds receivable received after year end. Included in these common
shares was a commitment fee of $ 125,000 on the issuance of 43,859,650 shares bringing total fees to $ 701,565 .
—
the
Company issued 1,940,659 common shares to repay $ 562,000 loans payable from two different lenders.
Summary
of Warrant and Stock Option Activity
SUMMARY OF WARRANT AND STOCK OPTION ACTIVITY
Number
of
Warrants
Weighted
Average
Exercise Price
Weighted
Average
Remaining Years
Outstanding at February 29, 2024
3,005,957
$ 0.30
1.00
Issued
—
—
—
Exercised
—
—
—
Forfeited and cancelled
( 2,533,243 )
( 0.30 )
—
Outstanding at February 28, 2025
472,714
$ 0.30
2.44
Issued
—
—
—
Exercised
—
—
—
Forfeited and cancelled
( 2,714 )
( 0.04 )
—
Outstanding at February 28, 2026
470,000
$ 0.04
1.44
During
the year ended February 28, 2026 warrant holders had the following activity:
—
During
the year warrants to acquire 2,714 shares expired.
During
the year ended February 28, 2025 warrant holders had the following activity:
—
During
the year warrants to acquire 2,533,243 shares expired.
F- 33
Table of Contents
ARTIFICIAL
INTELLIGENCE TECHNOLOGY SOLUTIONS INC.
NOTES
TO THE CONSOLIDATED FINANCIAL STATEMENTS
For
the years ended February 28, 2026 and February 29, 2025, the Company recorded a total of $ 0 and $ 0 , respectively on stock-based payments
for warrants with a corresponding adjustment to additional paid-in capital.
For
the years ended February 28, 2026 and February 28, 2025 the Company recorded a total of $ 315,848 and $ 331,685 respectively, to stock-based
compensation for options and shares with a corresponding adjustment to additional paid-in capital. In addition for both the years ended
February 28, 2026 and February 28, 2025 the Company recorded other stock based compensation of $ 0 payable in Series G Preferred shares
which have not yet been issued.
Summary
of Common Stock Option Activity
On
April 14, 2021, the Shareholders of Series E Preferred Stock and the Board of Directors of our Company (“Board”) approved
and adopted the 2021 Incentive Stock Plan (the “2021 Plan”). On August 11, 2022 the Company amended the 2021 Plan increasing
the maximum number of shares applicable to the 2021 Plan from 50,000 to 1,000,0000 On August 14, 2023 the Company further amended the
plan increasing the maximum shares to 2,000,000.
The
purpose of the 2021 Plan is to promote the success of the Company by authorizing incentive awards to retain Directors, executives, selected
Employees and Consultants, and reward participants for making major contributions to the success of the Company. The 2021 Plan authorizes
the granting of stock options, restricted stock, restricted stock units, stock appreciation rights and stock awards. A total of two million
( 2,000,000 ) shares of common stock may be issued under the 2021 Plan. All awards under the 2021 Plan, whether vested or unvested, are
subject to the terms of any recoupment, clawback or similar policy of the Company in effect from time to time, as well as any similar
provisions of applicable law, which could in certain circumstances require repayment or forfeiture of awards or any shares of stock or
other cash or property received with respect to the awards, including any value received from a disposition of the shares acquired upon
payment of the awards. The 2021 Plan will be administered by the Board or any Committee authorized by the Board, if applicable, which
will have the sole authority to, among other things: construe and interpret the 2021 Plan; make rules and regulations relating to the
administration of the 2021 Plan; select participants; and establish the terms and conditions of awards, all in accordance with the terms
of the 2021 Plan. The 2021 Plan will remain in effect until April 14, 2031, unless sooner terminated by the Board. Termination will not
affect awards then outstanding.
During
the year ended February 28, 2026 the Company had the following common stock option activity:
—
On
the original 2021 plan, options to purchase 33,000 shares were forfeited due to employee terminations. On the 2023 plan (see below)
57,160 options to purchase shares were forfeited due to employee terminations.
During
the year ended February 28, 2025 the Company had the following common stock option activity:
—
On
the original 2021 plan, options to purchase 24,750 shares were forfeited due to employee terminations. On the 2023 plan (see below)
39,639 options to purchase shares were forfeited due to employee terminations.
F- 34
Table of Contents
ARTIFICIAL
INTELLIGENCE TECHNOLOGY SOLUTIONS INC.
NOTES
TO THE CONSOLIDATED FINANCIAL STATEMENTS
Summary
of Common Stock Option Activity
SUMMARY OF COMMON STOCK OPTION ACTIVITY
Number
of
Options
Weighted
Average
Exercise Price
Weighted
Average
Remaining
Years
Outstanding at March 1, 2024
1,886,670
$ 2.00
4.10
Issued
—
—
—
Exercised
—
—
—
Forfeited, extinguished
and cancelled
( 64,389 )
$ 2.00
( 3.50 )
Outstanding at February 28, 2025
1,822,281
$ 2.00
3.10
Number
of
Options
Weighted
Average
Exercise Price
Weighted
Average
Remaining
Years
Outstanding at March 1, 2025
1,822,281
$ 2.00
3.10
Issued
—
—
—
Exercised
—
—
—
Forfeited, extinguished
and cancelled
( 90,160 )
$ 2.00
( 2.60 )
Outstanding at February 28, 2026
1,732,121
$ 2.00
2.10
12.
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.
F- 35
Table of Contents
ARTIFICIAL
INTELLIGENCE TECHNOLOGY SOLUTIONS INC.
NOTES
TO THE CONSOLIDATED FINANCIAL STATEMENTS
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. The weighted average discount rate used was 10 % and the weighted average
remaining lease term at February 28, 2026 was 4.93 years. Rent expense and operating lease cost are recorded over the lease terms on
a straight-line basis. Rent expense and operating lease cost was $ 251,883 and $ 240,731 for the years ended February 28, 2026 and February
28, 2025, respectively.
SCHEDULE OF MATURITY OF OPERATING LEASE LIABILITIES
Maturity of
Lease Liabilities
Operating
Leases
February 28, 2027
$ 243,690
February 28, 2028
227,383
February 29, 2029
207,558
February 28, 2030
207,558
February 28, 2031
207,558
February 28, 2032 and after
34,593
Total lease payments
1,128,340
Less: Interest
( 207,956 )
Present value of lease liabilities
$ 920,384
F- 36
Table of Contents
ARTIFICIAL
INTELLIGENCE TECHNOLOGY SOLUTIONS INC.
NOTES
TO THE CONSOLIDATED FINANCIAL STATEMENTS
13.
LOSS PER SHARE
The
net loss per common share amounts were determined as follows:
SCHEDULE OF NET INCOME (LOSS) PER COMMON SHARE
2026
2025
For
the Year Ended
February 28,
February 28,
2026
2025
Numerator:
Net loss available to common shareholders
$ ( 14,510,251 )
$ ( 18,935,592 )
Effect of common stock equivalents
Less redemption dividend
to Series F and Series B preferred shareholders
( 114,561 )
( 423,476 )
Net loss adjusted for common stock equivalents
( 14,624,812 )
( 19,358,968 )
Denominator:
Weighted average shares - basic
202,908,578
116,476,733
Net loss per share – basic
$ ( 0.07 )
$ ( 0.16 )
Denominator:
Weighted average shares – diluted
202,908,578
116,476,733
Net loss per share – diluted
$ ( 0.07 )
$ ( 0.16 )
The
anti-dilutive shares of common stock equivalents for the years ended February 28, 2026 and February 28, 2025 were as follows:
SCHEDULE OF ANTI-DILUTIVE SHARES OF COMMON STOCK EQUIVALENTS
2026
2025
For
the Year Ended
February 28,
February 28,
2026
2025
Convertible Series F Preferred
Shares
924,161,175
497,229,655
Convertible Series C Preferred Shares
22,830,847
1,718,308
Convertible and exchangeable debt
1,095,380,027
—
Stock options and warrants
2,202,121
2,294,996
Total
2,044,574,170
501,242,959
F- 37
Table of Contents
ARTIFICIAL
INTELLIGENCE TECHNOLOGY SOLUTIONS INC.
NOTES
TO THE CONSOLIDATED FINANCIAL STATEMENTS
14.
INCOME TAXES
The
Company has adopted ASC 740-10, “ Income Taxes” , which requires the use of the liability method in the computation
of income tax expense and the current and deferred income taxes payable (deferred tax liability) or benefit (deferred tax asset). Valuation
allowances are established when necessary to reduce deferred tax assets to the amount expected to be realized.
The
income tax expense (benefit) consisted of the following for the fiscal years ended February 28, 2026 and ended February 28, 2025:
SCHEDULE OF INCOME TAX EXPENSES (BENEFIT)
February
28,
2026
February
28,
2025
Total current
$ —
$ —
Total deferred
—
—
Total
$ —
$ —
Deferred
income taxes reflect the net tax effects of temporary differences between the carrying amount of assets and liabilities for financial
reporting purposes and the amounts used for income tax purposes.
The
following is a reconciliation of the expected statutory federal income tax provision to the actual income tax benefit for the fiscal
years ended February 28, 2026 and February 28, 2025:
SCHEDULE OF EXPECTED STATUTORY FEDERAL INCOME TAX PROVISION
February
28,
2026
Federal statutory rate
$ ( 2,900,000 )
State income tax benefit, net of federal benefit
( 660,000 )
Non deductible interest
500,000
Non deductible stock based compensation
334,000
Change in valuation allowance
2,726,000
Total
$ —
February
28,
2025
Federal statutory rate
$ ( 4,000,000 )
State income tax benefit, net of federal benefit
( 900,000 )
Non deductible interest
500,000
Non deductible stock based compensation
322,000
Change in valuation allowance
4,078,000
Total
$ —
For
the years ended February 28, 2026 and February 28, 2025, the expected tax benefit, temporary timing differences and long-term timing
differences are calculated at the 21 % statutory rate.
F- 38
Table of Contents
ARTIFICIAL
INTELLIGENCE TECHNOLOGY SOLUTIONS INC.
NOTES
TO THE CONSOLIDATED FINANCIAL STATEMENTS
Significant
components of the Company’s deferred tax assets and liabilities were as follows for the fiscal years February 28, 2026 and February
28, 2025:
SCHEDULE OF COMPONENTS OF DEFERRED TAX ASSETS AND LIABILITIES
February
28,
2026
February
28,
2025
Deferred tax assets:
Net operating loss carryforwards
$ 22,726,000
$ 20,000,000
Deferred tax liabilities:
Depreciation
—
—
Deferred revenue
—
—
Total deferred tax liabilities
—
—
Net deferred tax assets:
Less valuation allowance
( 22,726,000 )
( 20,000,000 )
Net deferred tax
assets (liabilities)
$ —
$ —
The
Company has incurred losses since inception, therefore, the Company has no federal tax liability. Additionally there are limitations
imposed by certain transactions which are deemed to be ownership changes which occurred in the Company on August 28, 2017. The net deferred
tax asset generated by the loss carryforward has been fully reserved. The cumulative net operating loss carryforward was approximately
$ 90,000,000 at February 28, 2026 and $ 76,973,800 at February 28, 2025, that is available for carryforward for federal income tax purposes
and begin to expire in 2030 .
Although
the Company has tax loss carry-forwards, there is uncertainty as to utilization prior to their expiration. Accordingly, the future income
tax asset amounts have been fully reserved by a valuation allowance.
The
Company has maintained a full valuation allowance against its deferred tax assets at February 28, 2026 and February 28, 2025. A valuation
allowance is required to be recorded when it is more likely than not that some portion or all of the net deferred tax assets will not
be realized. Since the Company cannot be assured of realizing the net deferred tax asset, a full valuation allowance has been provided.
The
Company does not have any uncertain tax positions at February 28, 2026 and February 28, 2025 that would affect its effective tax rate.
The Company does not anticipate a significant change in the amount of unrecognized tax benefits over the next twelve months. Because
the Company is in a loss carryforward position, the Company is generally subject to US federal and state income tax examinations by tax
authorities for all years for which a loss carryforward is available. If and when applicable, the Company will recognize interest and
penalties as part of income tax expense.
The
Company’s tax returns for the years ended February 28, 2025 and February 29, 2024, and February 28, 2023 are open for examination
under Federal statute of limitations.
F- 39
Table of Contents
ARTIFICIAL
INTELLIGENCE TECHNOLOGY SOLUTIONS INC.
NOTES
TO THE CONSOLIDATED FINANCIAL STATEMENTS
15.
SUBSEQUENT EVENTS
Subsequent
to February 28, 2026 through to filing date,
—
the Company issued 36,786,492 common shares pursuant to a share purchase agreement for gross proceeds of $ 900,871 , issuance costs of
$ 77,391 and cash proceeds of $ 823,480 .
— the
Company issued 39,000,000 shares to a lender to settle $ 745,900 , pursuant to exchange agreements
with the lender.
— the
Series C Preferred Shareholder converted 298 Series C preferred shares at a value of $ 391,572
for 24,473,250 common shares
— on
May 4 2026 the Company entered into an Equity Financing Agreement whereby an investor shall
invest up to $10,000,000 over the course of thirty-six (36) month at a purchase price of
eighty-seven percent (87%) of the average of the three lowest bid trade price in the 10 day
preceding period. In conjunction with the above agreement, the Company entered into a Registration
Rights Agreement.
— on
March 12, 2026 the Company issued a promissory note to a lender for $ 170,000 with cash proceeds
of $ 150,000 and an original issue discount of $ 20,000 . The loan bears interest at 15 % compounding
annually, matures in 1 year and has a general security charging all of the Company’s
present and after-acquired property.
— on
March 19, 2026 the Company entered into a memorandum of understanding whereby the outstanding
Series C Preferred Shares were adjusted to 417 Series C Preferred Shares. The memorandum
reduced penalties that were added after the Company refused conversions . The reduction amounted
to 212.16 Series C Preferred Shares or a stated value of $ 254,492 . In exchange, the Company
agreed to proceed with the present conversion of 165 Series C Preferred shares for 13,550,625
common shares and issue 222 new Series C shares with a redemption value of $ 291,708 in exchange
for net proceeds of $ 200,000 .
— on
March 25, 2026, the Company issued a convertible, redeemable note to a lender for $ 110,000
with cash proceeds of $ 95,000 , an original issue discount of $ 10,000 , and $ 5,000 for fees.
The loan bears interest at 12 %, the note is redeemable by the Company at any time subject
to a premium ranging from 110 % to 140 % if redeemed within the first 180 days of the note
. The note matures in 1 year and converts after 180 days at 80 % of the lowest trading price
15 trading days prior to the conversion date.
— on
March 25, 2026, the Company issued a convertible, redeemable note to a lender for $ 630,000
with cash proceeds of $ 595,000 , an original issue discount of $ 30,000 , and $ 5,000 for fees.
The loan bears interest at 12 %, the note is redeemable by the Company at any time subject
to a premium ranging from 110 % to 140 % if redeemed within the first 180 days of the note.
The note matures in 1 year and converts after 180 days at 20 % of the lowest trading price
15 trading days prior to the conversion date. A refundable commitment fee of 14.1 million
common shares was issued, but is returnable if the loan plus accrued interest is paid back
by May 5, 2026. On May 5, 2026, the Company repaid in full, principal and interest of $ 638,492
and the 14.1 million commitment fee shares were returned.
— on
April 20, 2026, the Company issued a convertible note to a lender for $ 277,778 with cash
proceeds of $ 250,000 , an original issue discount of $ 27,778 , and $ 5,000 for fees. The loan
bears interest at 12 %, and the note matures in 1 year. If the loan is prepaid, one year’s
full interest of $ 33,333 is due. The note converts at any time at 75 % of the lowest closing
trading price 10 trading days prior to the conversion date. Interest is payable in common
shares at either the redemption date or maturity. A commitment fee of 5 million common shares
at a fair value of $ 164,500 was issued.
— on
April 20, 2026, the Company issued a convertible, redeemable note to a lender for $ 257,000
with cash proceeds of $ 250,000 and $ 7,000 for fees. The loan bears interest at 10 %, the note
is redeemable by the Company at any time subject to a premium ranging from 120 % to 125 % if
redeemed within the first 180 days of the note. The note matures on January 15, 2027 , and
converts after 180 days at 65 % of the lowest trading price 10 trading days prior to the conversion
date.
— on
May 1, 2026, the Company issued a convertible, redeemable note to a lender for $ 157,000 with
cash proceeds of $ 150,000 and $ 7,000 for fees. The loan bears interest at 10 %, the note is
redeemable by the Company at any time subject to a premium ranging from 120 % to 125 % if redeemed
within the first 180 days of the note. The note matures on January 15, 2027 , and converts
after 180 days at 65 % of the lowest trading price 10 trading days prior to the conversion
date.
— on
May 4, 2026, the Company issued a convertible, redeemable note to a lender for $ 700,000 with
cash proceeds of $ 630,000 and an original issue discount of $ 70,000 . The loan bears interest
at 12 %, and the note matures in 1 year. The note must be redeemed in monthly instalments
of 10 % of outstanding principal plus accrued interest commencing 60 days after issuance.
The note is convertible after 180 days at 65 % of the lowest closing trading price 10 trading
days prior to the conversion date. A commitment fee of 1.25 million common shares at a fair
value of $ 28,750 was issued.
— on
May 29, 2026 the Company issued a promissory note to a lender for $ 225,000 with cash proceeds
of $ 200,000 and an original issue discount of $ 25,000 . The loan bears interest at 15 % compounding
annually, matures in 1 year and has a general security charging all of the Company’s
present and after-acquired property.
— on
June 3, 2026, the Company issued a convertible, redeemable note to a lender for $ 230,000
with cash proceeds of $ 200,000 an original issue discount of $ 23,000 and $ 7,000 for fees.
The loan bears interest at 6 %, the note is redeemable by the Company at any time subject
to a premium ranging from 105 % to 140 % if redeemed within the first 180 days of the note.
The note matures on June 3, 2027 , and converts after 180 days at 65 % of the lowest trading
price 20 trading days prior to the conversion date, including the conversion date.
F- 40
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.