Item 1. Financial Statements
ITEM
1. FINANCIAL STATEMENTS
ARTIFICIAL
INTELLIGENCE TECHNOLOGY SOLUTIONS INC.
CONDENSED
CONSOLIDATED BALANCE SHEETS
(UNAUDITED)
May
31, 2026
February
28, 2026 *
ASSETS
Current assets:
Cash
$ 94,643
$ 109,043
Accounts receivable, net
974,897
1,004,201
Device parts inventory,
net
1,378,950
1,318,742
Prepaid
expenses and deposits
556,737
503,017
Total current assets
3,005,227
2,935,003
Operating lease asset
891,922
931,814
Revenue earning devices,
net of accumulated depreciation of $ 3,781,667 and $ 3,257,668 , respectively
4,850,345
5,097,627
Fixed assets, net of accumulated
depreciation of $ 562,268 and $ 540,426 , respectively
176,943
183,185
Trademarks
36,157
35,319
Investment at cost
100,000
100,000
Security
deposit
19,280
19,280
Total
assets
$ 9,079,874
$ 9,302,228
LIABILITIES AND STOCKHOLDERS’
DEFICIT
Current liabilities:
Accounts payable and accrued
expenses
$ 2,675,960
$ 3,007,270
Customer deposits
127,520
147,326
Current operating lease
liability
239,242
243,690
Current portion of deferred
variable payment obligation
3,459,840
3,161,727
Loan payable - related
party
331,946
461,633
Deferred compensation for
CEO
1,990,751
1,811,856
Current portion of loans
payable, net of discount of $ 871,697 and $ 635,774
26,897,629
8,848,140
Current
portion of accrued interest payable
9,167,495
2,271,106
Total current liabilities
44,890,383
19,952,748
Non-current operating lease
liability
643,129
676,694
Loans payable, net
7,953,001
24,188,380
Deferred variable payment
obligation
2,525,000
2,525,000
Incentive compensation
plan payable
5,500,000
5,500,000
Accrued
interest payable
3,207,606
9,122,552
Total
liabilities
64,719,119
61,965,374
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 May 31, 2026 and February 28, 2026, 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, 354 and 417 shares issued
and outstanding at May 31, 2026 and February 28, 2026, respectively
465,465
547,941
Convertible, Redeemable Preferred Stock, value
465,465
547,941
Commitments and Contingencies
Stockholders’ deficit:
Preferred Stock, undesignated;
15,534,000 shares authorized; no shares issued and outstanding at May 31, 2026 and February 28, 2026, respectively
—
—
Series G Redeemable Preferred
Stock. $ 0.001 par value; 100,000 shares authorized, no shares issued and outstanding at May 31, 2026 and February 28, 2026, 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 May 31, 2026 and February 28, 2026 (subsequently decreased to 12,000,000,000 shares
authorized effective July 15, 2026 — see Summary of Common Stock Activity below);
388,482,589 and 267,872,804 shares issued, issuable and outstanding, respectively
3,885
2,679
Additional paid-in capital
120,717,508
117,803,027
Preferred stock to be issued
99,086
99,086
Accumulated
deficit
( 176,931,052 )
( 171,121,742 )
Total
stockholders’ deficit
( 56,104,710 )
( 53,211,087 )
Total
liabilities and stockholders’ deficit
$ 9,079,874
$ 9,302,228
*
Derived
from audited information
The
accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
- 3 -
Table of Contents
ARTIFICIAL
INTELLIGENCE TECHNOLOGY SOLUTIONS INC.
CONDENSED
CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
Three
Months Ended
May 31, 2026
Three
Months Ended
May 31, 2025
Revenues
$ 1,831,202
$ 1,854,837
Cost of goods sold
134,183
173,381
Depreciation and amortization
513,195
447,955
Total Cost of Goods Sold
647,378
621,336
Gross Profit
1,183,824
1,233,501
Operating expenses:
Research and development
(see Note 10)
885,593
1,087,619
General and administrative
2,907,577
3,232,211
Depreciation and amortization
32,646
34,121
Operating lease cost and
rent
67,372
58,219
Total operating expenses
3,893,188
4,412,170
Loss from operations
( 2,709,364 )
( 3,178,669 )
Other expense,
net:
Interest expense
( 2,298,874 )
( 1,415,349 )
Loss on settlement of debt
( 707,600 )
—
Total other expense,
net
( 3,006,474 )
( 1,415,349 )
Net loss
$ ( 5,715,838 )
$ ( 4,594,018 )
Net loss per share - basic
$ ( 0.02 )
$ ( 0.03 )
Net loss per share - diluted
$ ( 0.02 )
$ ( 0.03 )
Weighted average common share outstanding - basic
325,956,059
155,176,712
Weighted average common share outstanding - diluted
325,956,059
155,176,712
The
accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
- 4 -
Table of Contents
ARTIFICIAL
INTELLIGENCE TECHNOLOGY SOLUTIONS INC.
CONDENSED
CONSOLIDATED STATEMENT OF SHAREHOLDERS’ DEFICIT
(Unaudited)
Shares
Amount
Shares
Amount
Shares
Amount
Shares
Amount
Capital
Deficit
Deficit
Temporary
Equity
Shareholder’s
Deficit
Series
C
Preferred
Stock
Series
E
Preferred
Stock
Series F
Preferred
Stock
Common
Stock
Additional
Paid-In
Accumulated
Total
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 $ 121,746 issuance costs
—
—
—
—
—
—
19,000,000
190
2,691,104
—
2,691,294
Debt exchanged for common shares
—
—
—
—
—
—
6,850,000
69
1,250,431
—
1,250,500
Series C Preferred shares issued as dividend
9
12,073
—
—
—
—
—
—
( 12,073 )
—
( 12,073 )
Stock based compensation
—
—
—
—
—
—
—
—
80,355
—
80,355
Net loss
—
—
—
—
—
—
—
—
—
( 4,594,018 )
( 4,594,018 )
Balance at May 31,
2025
315
$ 414,157
3,350,000
$ 3,350
2,513
$ 101,599
169,974,538
$ 1,700
$ 110,469,345
$ ( 161,090,948 )
$ ( 50,514,954 )
Shares
Amount
Shares
Amount
Shares
Amount
Shares
Amount
Capital
Deficit
Deficit
Temporary
Equity
Shareholder’s
Deficit
Series
C
Preferred Stock
Series
E
Preferred Stock
Series
F
Preferred Stock
Common
Stock
Additional
Paid-In
Accumulated
Total
Shareholders’
Shares
Amount
Shares
Amount
Shares
Amount
Shares
Amount
Capital
Deficit
Deficit
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 )
Issuance
of shares, net of $ 77,391 issuance costs
—
—
—
—
—
—
36,786,492
368
823,112
—
823,480
Debt
exchanged for common shares
—
—
—
—
—
—
39,000,000
390
1,453,110
—
1,453,500
Commitment
fee issuable
—
—
—
—
—
—
1,250,000
13
28,738
—
28,751
Commitment
fee issued
—
—
—
—
—
—
5,000,000
50
173,450
—
173,500
Commitment
fee returnable
—
—
—
—
—
—
14,100,000
141
( 141 )
—
—
Redemption
of Series C on conversion to common shares
( 298 )
( 391,572 )
—
—
—
—
24,473,250
244
484,800
( 93,472 )
391,572
Issuance
of Series C shares
222
291,708
—
—
—
—
—
—
( 91,708 )
—
( 91,708 )
Series
C Preferred shares issued as dividend
13
17,388
—
—
—
—
—
—
( 17,388 )
—
( 17,388 )
Stock
based compensation
—
—
—
—
—
—
—
—
60,508
—
60,508
Rounding
shares
—
—
—
—
—
—
43
—
—
—
—
Net
loss
—
—
—
—
—
—
—
—
—
( 5,715,838 )
( 5,715,838 )
Balance
at May 31, 2026
354
$ 465,465
3,350,000
$ 3,350
2,513
$ 101,599
388,482,589
$ 3,885
$ 120,717,508
$ ( 176,931,052 )
$ ( 56,104,710 )
The
accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
- 5 -
Table of Contents
ARTIFICIAL
INTELLIGENCE TECHNOLOGY SOLUTIONS INC.
CONDENSED
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
Three
Months
Ended
May 31, 2026
Three
Months
Ended
May 31, 2025
CASH FLOWS FROM OPERATING
ACTIVITIES:
Net loss
$ ( 5,715,838 )
$ ( 4,594,018 )
Adjustments to reconcile net loss to net cash
used in operating activities:
Depreciation and amortization
545,841
482,076
Bad debts expense
70,000
48,982
Inventory provision
—
—
Reduction of right of use
asset
38,013
33,865
Accretion of lease liability
23,281
27,428
Stock based compensation
60,508
80,355
Amortization of debt discounts
385,493
47,089
Loss on settlement of debt
707,600
—
Increase (decrease) in
related party accrued payroll and interest
( 129,687 )
5,700
Changes in operating assets
and liabilities:
Accounts receivable
( 40,696 )
424,655
Prepaid expenses and deposits
on inventory
( 51,841 )
104,498
Deposit on right of use
asset
—
( 13,187 )
Device parts inventory
( 336,925 )
( 480,951 )
Accounts payable and accrued
expenses
( 332,150 )
524,109
Customer deposits
( 19,806 )
( 487 )
Operating lease liability
payments
( 60,449 )
( 58,962 )
Deferred compensation for
CFO
178,895
( 1,246,687 )
Current portion of deferred
variable payment obligations for payments
298,112
301,287
Accrued
interest payable
1,620,342
993,063
Net
cash used in operating activities
( 2,759,307 )
( 3,321,185 )
CASH FLOWS FROM INVESTING
ACTIVITIES:
Purchase of fixed assets
( 15,600 )
( 8,422 )
Acquisition of trademarks
( 838 )
( 1,298 )
Net
cash (used in) investing activities
( 16,438 )
( 9,720 )
CASH FLOWS FROM FINANCING
ACTIVITIES:
Share proceeds net of issuance
costs
823,480
2,839,777
Proceeds on issuance of
Series C shares
200,000
—
Proceeds from loans payable
2,714,028
—
Repayment
of loans payable
( 976,163 )
( 50,000 )
Net
cash provided by financing activities
2,761,345
2,789,777
Net change in cash
( 14,400 )
( 541,128 )
Cash, beginning of period
109,043
865,975
Cash, end of period
$ 94,643
$ 324,847
Supplemental disclosure of cash and non-cash
transactions:
Cash
paid for interest
$ 19,257
$ 8,910
Cash
paid for income taxes
$ —
$ —
Noncash investing and financing
activities:
Transfer
from device parts inventory to fixed assets and revenue earning devices
$ 276,717
$ 917,294
Exchange
of notes payable and accrued interest for common shares
$ 745,900
$ 1,250,500
Discount
applied to face value of loan
$ 419,167
$ —
Conversion
of Series C shares to common shares
$ 391,572
$ —
Series
C preferred shares issued as dividend
$ 17,388
$ 12,073
Commitment
fee shares as debt discount
$ 202,050
$ —
Right
of use asset for lease liability
$ —
$ 53,739
The
accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
- 6 -
Table of Contents
ARTIFICIAL
INTELLIGENCE TECHNOLOGY SOLUTIONS INC.
NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
1.
GENERAL INFORMATION
Artificial
Intelligence Technology Solutions Inc. (“AITX” or the “Company”) was incorporated in Florida on March 25, 2010
and reincorporated in Nevada on February 17, 2015. On August 24, 2018, Artificial Intelligence Technology Solutions Inc., changed its
name from On the Move Systems Corp (“OMVS”).
Robotic
Assistance Devices, LLC (“RAD”), was incorporated in the State of Nevada on July 26, 2016 as a Limited Liability Company.
On July 25, 2017, Robotic Assistance Devices LLC converted to a C Corporation, Robotic Assistance Devices, Inc., through the issuance
of 10,000 common shares to its sole shareholder.
On
August 28, 2017, AITX completed the acquisition of RAD (the “Acquisition”), whereby AITX acquired all the ownership and equity
interest in RAD for 3,350,000 shares of AITX Series E Preferred Stock and 2,450 shares of Series F Convertible Preferred Stock. AITX’s
prior business focus was transportation services, and was exploring the on-demand logistics market by developing a network of logistics
partnerships. As a result of the closing of the Acquisition, AITX has succeeded to the business of RAD, and AITX’s business going
forward will consist of one segment activity, which is the delivery of artificial intelligence and robotic solutions for operational,
security and monitoring needs.
The
Acquisition was treated as a reverse recapitalization effected by a share exchange for financial accounting and reporting purposes since
substantially all of AITX’s operations were disposed of as part of the consummation of the transaction. Therefore, no goodwill
or other intangible assets were recorded by AITX as a result of the Acquisition. RAD is treated as the accounting acquirer as its stockholders
control the Company after the Acquisition, even though AITX was the legal acquirer. As a result, the assets and liabilities and the historical
operations that are reflected in these financial statements are those of RAD as if RAD had always been the reporting company.
2.
GOING CONCERN
The
accompanying unaudited consolidated financial statements have been prepared assuming that the Company will continue as a going concern.
The accompanying financial statements do not include any adjustments to reflect the possible future effects on the recoverability and
classification of assets or the amounts and classifications of liabilities that may result from the possible inability of the Company
to continue as a going concern.
For
the three months ended May 31, 2026, the Company had negative cash flow from operating activities of $ 2,759,307 . As of May 31, 2026,
the Company has an accumulated deficit of $ 176,931,052 , and negative working capital of $ 41,885,156 . Management does not anticipate having
positive cash flow from operations in the near future. These factors raise a substantial doubt about the Company’s ability to continue
as a going concern for the twelve months following the issuance of these financial statements.
The
Company does not have the resources currently 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 raising funds . There is no assurance that management will be able to raise funds nor can we provide assurance that these
possible raises may not have dilutive effects. On June 23, 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 still remains $ 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. Management has had
many recent conversations with the Company’s primary debt holder and believes that the non-convertible debt on the balance sheet
will be extended. Management notes that non-convertible debt on the books has been extended by this debt holder twice in the past and
notes that this debt holder has been a strong supporter of the Company.
- 7 -
Table of Contents
ARTIFICIAL
INTELLIGENCE TECHNOLOGY SOLUTIONS INC.
NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
3.
ACCOUNTING POLICIES
Basis
of Presentation and Consolidation
The
accompanying unaudited condensed consolidated financial statements have been prepared in accordance with generally accepted accounting
principles in the United States (“GAAP”) and in conformity with the condensing instructions on Form 10-Q and Rule 8-03 of
Regulation S-X and the related rules and regulations of the Securities and Exchange Commission (“SEC”) and should be read
in conjunction with the audited financial statements and notes thereto in the Company’s latest Annual Report filed with the SEC
on Form 10-K as filed on June 9, 2026. The unaudited condensed consolidated financial statements include the accounts of the Company
and its wholly owned subsidiaries, Robotic Assistance Devices, Inc., Robotic Assistance Devices Group , Inc, Robotic Assistance Devices
Mobile, Inc., and Robotic Assistance Devices Residential, Inc., and Robotic Assistance Devices Lanka (Private) Limited. All significant
intercompany accounts and transactions have been eliminated in consolidation. The unaudited consolidated financial statements reflect
all adjustments, consisting of normal recurring accruals, which are, in the opinion of management, necessary for a fair presentation
of such statements. The results of operations for the three months ended May 31, 2026, are not necessarily indicative of the results
that may be expected for the entire year.
Use
of Estimates
In
order to prepare financial statements in conformity with accounting principles generally accepted in the United States, management must
make estimates, judgements and assumptions that affect the amounts reported in the financial statements and determine whether contingent
assets and liabilities, if any, are disclosed in the financial statements. The ultimate resolution of issues requiring these estimates
and assumptions could differ significantly from resolution currently anticipated by management and on which the financial statements
are based. The most significant estimates included in these consolidated financial statements are those associated with the assumptions
used to value 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
Loans
payable
At
May 31, 2026 there were $ 35,722,326 of loans payable, $ 32,466,506 or 91 % of these loans to companies controlled by one individual. 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.
Cash
The
Company considers all highly liquid investments with an original maturity of three months or less to be cash equivalents. Cash and cash
equivalents consist of cash on deposit with banks and money market instruments. The Company places its cash and cash equivalents with
high-quality, U.S. financial institutions and, to date has not experienced losses on any of its balances.
Accounts
Receivable
Accounts
receivable are comprised of balances due from customers, net of estimated allowances for uncollectible accounts. In determining collectability,
historical trends are evaluated, and specific customer issues are reviewed on a periodic basis to arrive at appropriate allowances. There
was an allowance of $ 240,000 and $ 170,000 provided as of May 31, 2026, and February 28, 2026, respectively. For the three months ending
May 31, 2026, two customers account for 23 % of total accounts receivable. For the three months ending May 31, 2025, three customers account
for 53 % of total accounts receivable
Device
Parts Inventory
Device
parts inventory is stated at the lower of cost or net realizable value using the weighted average cost method. The Company records a
valuation reserve for obsolete and slow-moving inventory, relying principally on specific identification of such inventory. The Company
uses these device parts in the assembly of revenue earning devices (and demo devices) as well as research and development. Depending
on use, the Company will transfer the parts to the corresponding asset or expense if used in research and development. A charge to income
is taken when factors that would result in a need for an increase in the valuation, such as excess or obsolete inventory, are noted.
As of May 31, 2026, and February 28, 2026, there was a valuation reserve of $ 175,000 and $ 175,000 , respectively.
- 8 -
Table of Contents
ARTIFICIAL
INTELLIGENCE TECHNOLOGY SOLUTIONS INC.
NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
Revenue
Earning Devices
Revenue
earning devices are stated at cost. Depreciation is provided on a straight-line basis over the estimated useful life of 48 months. The
Company continually evaluates revenue earning devices to determine whether events or changes in circumstances have occurred that may
warrant revision of the estimated useful life or whether the devices should be evaluated for possible impairment. The Company uses a
combination of the undiscounted cash flows and market approaches in assessing whether an asset has been impaired. The Company measures
impairment losses based upon the amount by which the carrying amount of the asset exceeds the fair value.
Fixed
Assets
Fixed
assets are stated at cost. Depreciation is provided on the straight-line method based on the estimated useful lives of the respective
assets which range from two to five years. Major repairs or improvements are capitalized. Minor replacements and maintenance and repairs
which do not improve or extend asset lives are expensed currently.
SCHEDULE OF FIXED ASSETS STATED AT COST
Computer
equipment and software
2
or 3 years
Office
equipment
4
years
Manufacturing
equipment
7
years
Warehouse
equipment
5
years
Tooling
2
years
Demo
Devices
4
years
Vehicles
3
years
Leasehold
improvements
5
years, the life of the lease
The
Company periodically evaluates the fair value of fixed assets whenever events or changes in circumstances indicate that its carrying
amounts may not be recoverable. Upon retirement or other disposition of fixed assets, the cost and related accumulated depreciation are
removed from the accounts and the resulting gain or loss, if any, is recognized in income.
Research
and Development
Research
and development costs are expensed in the period they are incurred in accordance with ASC 730, Research and Development unless
they meet specific criteria related to technical, market and financial feasibility, as determined by Management, including but not limited
to the establishment of a clearly defined future market for the product, and the availability of adequate resources to complete the project.
If all criteria are met, the costs are deferred and amortized over the expected useful life or written off if a product is abandoned.
At May 31, 2026 and February 28, 2026, 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 8, in which it has received funding from investors in exchange
for which it will make payments to those investors based on the level of sales of certain revenue categories, generally based on a percentage
of sales for those certain revenues. The Company determines whether these agreements constitute sales of future revenues or are in substance
debt based on the facts and circumstances of each agreement, with the following primary criteria determinative of whether the agreement
constitutes a sale of future revenues or debt:
- 9 -
Table of Contents
ARTIFICIAL
INTELLIGENCE TECHNOLOGY SOLUTIONS INC.
NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
●
Does
the agreement purport, in substance, to be a sale
●
Does
the Company have continuing involvement in the generation of cash flows due to the investor
●
Is
the transaction cancellable by either party through payment of a lump sum or other transfer of assets
●
Is
the investors rate of return is implicitly limited by the terms of the agreement
●
Does
the Company’s revenue for a reporting period underlying the agreement have only a minimal impact on the investor’s rate
of return
●
Does
the investor have recourse relating to payments due
In
the event a transaction is determined to be a sale of future revenues, it is recorded as deferred revenue and amortized using the sum-of-the-revenue
method. In the event a transaction is determined to be debt, it is recorded as debt and amortized using the effective interest method.
As of the date of these financial statements, the Company has determined that all such agreements are debt.
Revenue
Recognition
ASU
2014-09, “Revenue from Contracts with Customers (Topic 606)” , supersedes the revenue recognition requirements and
industry specific guidance under Revenue Recognition (Topic 605) . Topic 606 requires an entity to recognize revenue when it transfers
promised goods or services to customers in an amount that reflects the consideration the entity expects to be entitled to in exchange
for those goods or services. Topic 606 defines a five-step process that must be evaluated and, in doing so, it is possible more judgment
and estimates may be required within the revenue recognition process than required under existing accounting principles generally accepted
in the United States of America (“U.S. GAAP”) including identifying performance obligations in the contract, estimating the
amount of variable consideration to include in the transaction price and allocating the transaction price to each separate performance
obligation. The Company adopted Topic 606 on March 1, 2018, using the modified retrospective method. Under the modified retrospective
method, prior period financial positions and results will not be adjusted. There was no cumulative effect adjustment recognized as a
result of this adoption. Refer to Note 4 – Revenue from Contracts with Customers for additional information. For the three months
ended May 31, 2026, two customers accounted for 36 % of total revenue and for the three months ended May 31, 2025, two customers accounted
for 65 % of total revenue.
Income
Taxes
Income
taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized when items of income
and expense are recognized in the financial statements in different periods than when recognized in the tax return. Deferred tax assets
arise when expenses are recognized in the financial statements before the tax returns or when income items are recognized in the tax
return prior to the financial statements. Deferred tax assets also arise when operating losses or tax credits are available to offset
tax payments due in future years. Deferred tax liabilities arise when income items are recognized in the financial statements before
the tax returns or when expenses are recognized in the tax return prior to the financial statements. Deferred tax assets and liabilities
are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected
to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the
period that includes the enactment date.
On
December 22, 2017, the Tax Cuts and Jobs Act (“Tax Act”) was signed into law. ASC 740, Accounting for Income Taxes requires
companies to recognize the effects of changes in tax laws and rates on deferred tax assets and liabilities and the retroactive effects
of changes in tax laws in the period in which the new legislation is enacted. The Company’s gross deferred tax assets were revalued
based on the reduction in the federal statutory tax rate from 35% to 21%. A corresponding offset has been made to the valuation allowance,
and any potential other taxes arising due to the Tax Act will result in reductions to the Company’s net operating loss carryforward
and valuation allowance. The Company will continue to analyze the Tax Act to assess its full effects on the Company’s financial
results, including disclosures, for the Company’s fiscal year ending February 28, 2027, 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.
- 10 -
Table of Contents
ARTIFICIAL
INTELLIGENCE TECHNOLOGY SOLUTIONS INC.
NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
If
at its inception, a lease meets any of the four lease criteria above, the lease is classified by the Company as a sales/finance; and
if none of the four criteria are met, the lease is classified by the Company as an operating lease.
Operating
lease payments are recognized as an expense in the income statement on a straight-line basis over the lease term, whereby an equal amount
of rent expense is attributed to each period during the term of the lease, regardless of when actual payments are made. This generally
results in rent expense in excess of cash payments during the early years of a lease and rent expense less than cash payments in the
later years. The difference between rent expense recognized and actual rental payments is recorded as deferred rent and included in liabilities.
Distinguishing
Liabilities from Equity
The
Company relies on the guidance provided by ASC Topic 480, Distinguishing Liabilities from Equity , to classify certain redeemable
and/or convertible instruments. The Company first determines whether a financial instrument should be classified as a liability. The
Company will determine the liability classification if the financial instrument is mandatorily redeemable, or if the financial instrument,
other than outstanding shares, embodies a conditional obligation that the Company must or may settle by issuing a variable number of
its equity shares.
Once
the Company determines that a financial instrument should not be classified as a liability, the Company determines whether the financial
instrument should be presented between the liability section and the equity section of the balance sheet (“temporary equity”).
The Company will determine temporary equity classification if the redemption of the financial instrument is outside the control of the
Company (i.e. at the option of the holder). Otherwise, the Company accounts for the financial instrument as permanent equity.
Our
Chief Executive Officer/ Chairman holds sufficient shares of the Company’s voting preferred stock that give sufficient voting rights
under the articles of incorporation and bylaws of the Company such that the CEO/ Chairman can at any time unilaterally vote to increase
the number of authorized shares of common stock of the Company, without the need to call a general meeting of common shareholders of
the Company.
Initial
Measurement
The
Company records its financial instruments classified as liability, temporary equity or permanent equity at issuance at the fair value,
or cash received.
Subsequent
Measurement – Financial Instruments Classified as Liabilities
The
Company records the fair value of its financial instruments classified as liabilities at each subsequent measurement date. The changes
in fair value of its financial instruments classified as liabilities are recorded as other income (expenses).
Fair
Value of Financial Instruments
ASC
Topic 820, Fair Value Measurements and Disclosures (“ASC Topic 820”) provides a framework for measuring fair value
in accordance with generally accepted accounting principles.
ASC
Topic 820 defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction
between market participants at the measurement date. ASC Topic 820 establishes a fair value hierarchy that distinguishes between (1)
market participant assumptions developed based on market data obtained from independent sources (observable inputs) and (2) an entity’s
own assumptions about market participant assumptions developed based on the best information available in the circumstances (unobservable
inputs).
- 11 -
Table of Contents
ARTIFICIAL
INTELLIGENCE TECHNOLOGY SOLUTIONS INC.
NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
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 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
May 31, 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, 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
For
the incentive compensation plan referred to above , the Company recorded stock based compensation of $ 0 and $ 0 for the three months ended
May 31, 2026 and May 31, 2025 with corresponding adjustments to incentive compensation plan payable.
The
carrying amounts of the Company’s financial assets and liabilities, such as cash, accounts receivable, prepaid expenses and advances,
accounts payable and accrued expenses, approximate their fair values because of the short maturity of these instruments.
Earnings
(Loss) per Share
Basic
earnings (loss) per share (“EPS”) is computed by dividing net income (loss) available to common shareholders (numerator)
by the weighted average number of shares outstanding (denominator) during the period. Diluted EPS give effect to all dilutive potential
common shares outstanding during the period using the treasury stock method and convertible preferred stock using the if-converted method.
In computing diluted EPS, the average stock price for the period is used to determine the number of shares assumed to be purchased from
the exercise of stock options and/or warrants. Diluted EPS excluded all dilutive potential shares if their effect is anti-dilutive.
Basic
loss per common share is computed based on the weighted average number of shares outstanding during the period. Diluted loss per share
is computed in a manner similar to the basic loss per share, except the weighted-average number of shares outstanding is increased to
include all common shares, including those with the potential to be issued by virtue of convertible debt and other such convertible instruments.
Diluted loss per share contemplates a complete conversion to common shares of all convertible instruments only if they are dilutive in
nature with regards to earnings per share.
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.
- 12 -
Table of Contents
ARTIFICIAL
INTELLIGENCE TECHNOLOGY SOLUTIONS INC.
NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
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.
4.
REVENUE FROM CONTRACTS WITH CUSTOMERS
Revenue
is earned primarily from two sources: 1) direct sales of goods or services and 2) short-term rentals. Direct sales of goods or services
are accounted for under Topic 606, and short-term rentals are accounted for under Topic 842 (which addresses lease accounting and was
adopted on March 1, 2019).
As
disclosed in the revenue recognition section of Note 3 – Accounting Polices, the Company adopted Topic 606 in accordance with the
effective date on March 1, 2018. Note 3 includes disclosures regarding the Company’s method of adoption and the impact on the Company’s
financial statements. Revenue is recognized on direct sales of goods or services when it transfers promised goods or services to customers
in an amount that reflects the consideration the entity expects to be entitled to in exchange for those goods or services.
After
adopting Topic 842, also referred to above in Note 3, the Company is accounting for revenue earned from rental activities where an identified
asset is transferred to the customer and the customer has the ability to control that asset. The Company recognizes revenue from its
device rental activities when persuasive evidence of a contract exists, the performance obligations have been satisfied, the transaction
price is fixed or determinable and collection is reasonably assured. Performance obligations associated with device rental transactions
are satisfied over the rental period. Rental periods are short-term in nature. Therefore, the Company has elected to apply the practical
expedient which eliminates the requirement to disclose information about remaining performance obligations. Payments are due from customers
at the completion of the rental, except for customers with negotiated payment terms, generally net 30 days or less, which are invoiced
and remain as accounts receivable until collected.
The
following table presents revenues from contracts with customers disaggregated by product/service:
SCHEDULE OF REVENUES FROM CONTRACTS WITH CUSTOMERS
Three
Months Ended
May 31, 2026
Three
Months Ended
May 31, 2025
Device rental activities
$ 1,613,095
$ 1,627,286
Direct sales of goods
and services
218,107
227,551
Revenue
$ 1,831,202
$ 1,854,837
- 13 -
Table of Contents
ARTIFICIAL
INTELLIGENCE TECHNOLOGY SOLUTIONS INC.
NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
5.
LEASES
We
lease certain warehouses, and office space. Leases with an initial term of 12 months or less are not recorded on the balance sheet; we
recognize lease expense for these leases on a straight-line basis over the lease term. For lease agreements entered into or reassessed
after the adoption of Topic 842, we did not combine lease and non-lease components.
There
is no lease renewal. The depreciable life of assets and leasehold improvements are limited by the expected lease term, unless there is
a transfer of title or purchase option reasonably certain of exercise.
Below
is a summary of our lease assets and liabilities at May 31, 2026 and February 28, 2026.
SCHEDULE OF LEASE ASSETS AND LIABILITIES
Leases
Classification
May 31, 2026
February 28, 2026
Assets
Operating
Operating
Lease Assets
$ 891,922
$ 931,814
Liabilities
Current
Operating
Current Operating Lease Liability
$ 239,242
$ 243,690
Noncurrent
Operating
Noncurrent Operating Lease
Liabilities
643,129
676,694
Total lease liabilities
$ 882,371
$ 920,384
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.
Operating
lease cost and rent was $ 67,372 and $ 58,219 for the three months ended May 31, 2026 and May 31, 2025, respectively.
6.
INVESTMENT
On
December 23, 2022 the Company entered into a Simple Agreement for Future Equity (SAFE) contract to invest $ 50,000 to acquire shares of
a company’s capital stock at a discount. On June 3, 2024 the Company acquired a $ 50,000 convertible note receivable from Nightingale
Intelligent Systems, Inc., a private Delaware corporation that provides unmanned aerial vehicles
(UAV) for commercial applications. On January 3, 2025 the Company exchanged it’s convertible note receivable for : 1,770,840 Series
A preferred shares, 15,000 common shares and 165,000 common share warrants. On February 28, 2025, there was a 10 :1 split . The Company
now holds 177,084 Series A preferred shares, 1,500 common shares and 16,500 common share warrants (at a strike price of $ 0.80 /share).
The Company values the Nightingale Intelligent Systems, Inc.’s shares and warrants
at $ 50,000 bringing total investments at cost to $ 100,000 at May 31, 2026 and February 28, 2026.
7.
REVENUE EARNING DEVICES
Revenue
earning devices consisted of the following:
SCHEDULE
OF REVENUE EARNING DEVICES
May
31, 2026
February
28, 2026
Revenue earning devices
$ 8,632,012
$ 8,355,295
Less: Accumulated depreciation
( 3,781,667 )
( 3,257,668 )
Total
$ 4,850,345
$ 5,097,627
During
the three months ended May 31, 2026, the Company made total additions to revenue earning devices of $ 276,717 which were transfers from
inventory. During the three months ended May 31, 2025, the Company made total additions to revenue earning devices of $ 895,547 which
were transfers from inventory
Depreciation
and amortization for the years ended May 31, 2026, and May 31, 2025, are as follows:
SCHEDULE OF DEPRECIATION AND AMORTIZATION
Depreciation
and Amortization RED
Three
Months
Ended
May
31 2026
Three
Months
Ended
May
31, 2025
Cost of Goods Sold
$ 513,195
$ 447,955
Operating expenses
10,804
4,104
Total Depreciation and
Amortization RED
$ 523,999
$ 452,059
- 14 -
Table of Contents
ARTIFICIAL
INTELLIGENCE TECHNOLOGY SOLUTIONS INC.
NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
8.
FIXED ASSETS
Fixed
assets consisted of the following:
SCHEDULE OF FIXED ASSETS
May
31, 2026
February
28, 2026
Automobile
$ 74,237
$ 74,237
Demo devices
265,421
265,421
Tooling
122,620
107,020
Machinery and equipment
17,246
17,246
Computer equipment
157,448
157,448
Office equipment
15,312
15,312
Furniture and fixtures
21,225
21,225
Warehouse equipment
38,746
38,746
Leasehold improvements
26,956
26,956
Fixed assets gross
739,211
723,611
Less: Accumulated depreciation
( 562,268 )
( 540,426 )
Fixed assets, net of
accumulated depreciation
$ 176,943
$ 183,185
During
the three months ending May 31, 2026, the Company made additions of $ 15,600 . During the three months ending May 31, 2025, the Company
made additions of $ 46,071 of which $ 22,347 were transfers from inventory with remaining additions of $ 23,724 .
Depreciation
and amortization for the years ended May 31, 2026, and May 31, 2025, are as follows:
SCHEDULE OF DEPRECIATION AND AMORTIZATION IN OPERATING EXPENSES
Depreciation
and Amortization
Three
Months Ended
May
31 2026
Three
Months Ended
May 31, 2025
Fixed assets
$ 21,842
$ 30,017
Revenue earning devices
10,804
4,104
Total Depreciation and
Amortization included in operating expenses
$ 32,646
$ 34,121
9.
DEFERRED VARIABLE PAYMENT OBLIGATION
On
February 1, 2019 the Company entered into an agreement with an investor whereby the investor would pay up to $ 900,000 in exchange for
a perpetual 9 % rate payment (Payments) on the Company’s reported quarterly revenue from operations excluding any gains or losses
from financial instruments (Revenues). At February 29, 2020 the investor has advanced the full $ 900,000 .
On
May 9, 2019 the Company entered into two similar arrangements with two investors:
(1)
The
investor would pay up to $ 400,000 in exchange for a perpetual 4 % rate Payment on the Company’s reported quarterly Revenues.
At February 29, 2020, $ 400,000 has been paid to the Company.
(2)
The
investor would pay up to $ 50,000 in exchange for a perpetual 1.11 % rate Payment on the Company’s reported quarterly Revenues.
At February 29, 2020, $ 50,000 has been paid to the Company.
These
variable payments (Payments) are to be made 30 days after the end of each fiscal quarter. If the Payments would deplete RAD’s available
cash by more than 30%, the Payments may be deferred for up to 12 months after the quarterly report at an interest rate of 6% per annum
on the unpaid amount.
In
the event that at least 10% of the assets of the Company are sold by the Company, the investors would be entitled to the fair market
value (FMV) of all future Payments associated with the assets sold as determined by an independent valuator to be chosen by the investors.
The FMV cannot exceed 30% of the total asset disposition price defined as the total price paid for the assets plus all future Payments
associated with the assets sold. In the event that the common or preferred shares are sold by the Company to a third party as to effect
a change in control, then the investors must be paid the FMV of all future Payments in one lump payment. The FMV cannot exceed 30% of
the share disposition price defined as the total price the third party paid for the shares plus the total value of all future Payments.
- 15 -
Table of Contents
ARTIFICIAL
INTELLIGENCE TECHNOLOGY SOLUTIONS INC.
NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
On
November 18, 2019, the Company entered into another similar arrangement with the (February 1, 2019) investor above whereby the investor
would advance up to $ 225,000 in exchange for a perpetual 2.25 % rate Payment on the Company’s quarterly Revenues (commencing on
quarter ending May 31, 2020). At February 29, 2020, the investor has advanced $ 109,000 and the investor advanced the $ 116,000 remainder
as of May 2020.
On
December 30, 2019, the Company entered into another similar arrangement with a new investor whereby the investor would advance up to
$ 100,000 in exchange for a perpetual 1.00 % rate Payment on the Company’s quarterly Revenues (commencing quarter ended November
30, 2020). At February 29, 2020, the investor has advanced $ 50,000 with the remainder to be advanced no later than June 30, 2020. If
the total investor advances turns out to be less than $ 100,000 , this would not constitute a breach of the agreement, rather the 1.00 %
rate would be adjusted on a pro-rata basis.
On
April 22, 2020, the Company entered into another similar arrangement with the (first May 9, 2019) investor above whereby the investor
would advance up to $ 100,000 in exchange for a perpetual 1.00 % rate Payment on the Company’s quarterly Revenues. At May 31, 2020,
the investor has fully funded this commitment.
On
July 1, 2020, the Company entered into a similar agreement with the first investor whereby the investor would pay up to $ 800,000 in exchange
for a perpetual 2.75 % rate payment (Payment) on the Company’s reported quarterly revenue. These Payments are to be made 90 days
after the fiscal quarter with the first payment being due no later than May 31, 2021. If the Payments would deplete RAD’s available
cash by more than 20%, the payment may be deferred. The investor had agreed to pay $100,000 per month over an 8 month period with the
first payment due July 2020 and the final payment no later than February 28, 2021. As at August 31, 2020 the investor had fully funded
the $800,000 commitment.
On
August 27, 2020, the Company and the first investor referred to above consolidated the three separate agreements of February 1, 2019
for $ 900,000 , November 18, 2019 for $ 225,000 and July 1, 2020 for $ 800,000 into a new agreement for a total of $ 1,925,000 . This new agreement
is for similar terms as the above agreements save for the following: the rate payment is revised to 14.25 % payable on revenues commencing
the quarter ended August 31, 2020. Upon an event of default that we are unable to cure in the time allotted under the agreements, these
Payments may be secured with a priority lien by UCC filing against all of our assets, but is subordinated to equipment financing or leasing
agreements on the products the Company leases to its customers.
In
summary of all agreements mentioned above if in the event that at least 10 % of the assets of the Company are sold by the Company, the
investors would be entitled to the fair market value (FMV) of all future Payments associated with the assets sold as determined by an
independent valuator to be chosen by the investors. The FMV cannot exceed 43.77% of the total asset disposition price defined as the
total price paid for the assets plus all future Payments associated with the assets sold. In the event that the common or preferred shares
are sold by the Company to a third party as to effect a change in control, then the investors must be paid the FMV of all future Payments
in one lump payment. The FMV cannot exceed 43.77% of the share disposition price defined as the total price the third party paid for
the shares plus the total value of all future Payments. As of March 1, 2021 as a result of the amendment with the first investor noted
below, this aggregate asset disposition % was reduced from 43.77 % to 33.77%.
The
Payments first become payable on June 30, 2019 (unless otherwise indicated) based on the quarterly Revenues for the quarter ended May
31, 2019 and accrue every quarter thereafter. As of May 31, 2026, the Company has accrued $ 3,459,840 in Payments of which $ 2,202,545
are in arrears. As of February 28, 2026, the Company has accrued approximately $ 3,161,727 in Payments, of which $ 1,901,259 is in arrears.
No notices have been received by the Company. The Company has recorded cumulative interest of 6 % interest totaling $ 204,427 commencing
this quarter, on the balance in arrears, and will continue to adjust quarterly.
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 %
- 16 -
Table of Contents
ARTIFICIAL
INTELLIGENCE TECHNOLOGY SOLUTIONS INC.
NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
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 May 31, 2026, and February 28, 2026, the long-term balances other than Payments already owed is the cash received of $ 2,525,000
and $ 2,525,000 , respectively.
For
both the three months ended May 31, 2026, and year ended February 28, 2026, the Company has received $ 0 related to the deferred payment
obligation since there were no new agreements during this period. The balance remains $ 2,525,000 at both May 31, 2026 and February 28,
2026.
10.
RELATED PARTY TRANSACTIONS
For
both the three months ended May 31, 2026, and May 31, 2025, the Company had repayments of net advances of $ 129,687 and $ 0 , respectively.
At May 31, 2026, the loan payable-related party was $ 331,946 and $ 461,633 at February 28, 2026. Included in the balance due to the related
party at May 31, 2026, is $ 255,414 of deferred salary and interest, $ 157,513 of which bears interest at 12 %. 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 %. The accrued interest
included in the loan at May 31, 2026, and February 28, 2026, was $ 84,956 , and $ 79,268 , respectively.
During
the three months ended May 31, 2026, the Company paid out gross payments to the CEO of $ 71,105 offset by a bonus accrual of $ 250,000 ,
which yields a net change of $ 178,895 relating to deferred compensation for CEO. This was all in accordance with a December 2023 board
action allowing for $ 1 million of annual discretionary compensation as well as a February 28, 2026, board action which provided an additional
$ 1.5 million in compensation. During the three months ended May 31, 2025, the Company paid out gross payments to the CEO of $ 1,496,687
offset by a bonus accrual of $ 250,000 , which yielded a net change of $ 1,246,687 relating to deferred compensation for CEO. The balance
of deferred compensation for CEO was $ 1,990,751 and $ 1,811,856 at May 31, 2026, and February 28, 2026, respectively
For
the three months ended May 31, 2026, the Company accrued $ 0 (three months ended May 31, 2025-$ 0 ) of incentive compensation plan payable
to the CEO. This will be payable in Series G Preferred Shares, which are redeemable at the Company’s option at $ 1,000 per share.
On May 31, 2026, and February 28, 2026, there was $ 5,500,000 and $ 5,500,000 incentive compensation payable.
During
the three months ended May 31, 2026, and 2025, the Company was charged $ 390,130 and $ 736,875 , respectively for fees for research and
development from a company partially owned by a principal shareholder. The principal shareholder received no compensation from this partially
owned research and development company, and the fees were spent on core development projects. As at May 31, 2026, and February 28, 2026,
the balance due to this company was $ 76,532 and $ 160,557 , respectively.
- 17 -
Table of Contents
ARTIFICIAL
INTELLIGENCE TECHNOLOGY SOLUTIONS INC.
NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
11.
LOANS PAYABLE
Loans
payable at May 31, 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
A 12 %
December 10, 2020
March 1, 2027
Promissory note (3)
2,754,338
A 12 %
December 14, 2020
March 1, 2027
Promissory note (5)
310,375
12 %
December 30, 2020
March 1, 2027
Promissory note (6)
350,000
A
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
A
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 %
September 14, 2021
September 14, 2027
Promissory note (14)
1,650,000
A
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
A
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)
293,000
A
15 %
November 9, 2022
October 31, 2026
Promissory note (20)
400,000
A
15 %
November 10, 2022
October 31, 2026
Promissory note (20)
400,000
A
15 %
November 15, 2022
October 31, 2026
Promissory note (20)
400,000
A
15 %
January 11, 2023
October 31, 2026
Promissory note (20)
400,000
A
15 %
February 6, 2023
October 31, 2026
Promissory note (20)
400,000
A
15 %
April 5. 2023
October 31, 2026
Promissory note (20)
400,000
A
15 %
April 20, 2023
October 31, 2026
Promissory note (20)
400,000
A
15 %
May 11, 2023
October 31, 2026
Promissory note (20)
400,000
A
15 %
October 27, 2023
October 31, 2026
Promissory note (20)
400,000
A
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
C
15 %
August 7,2025
August 7,2026
Promissory note (24)
245,000
C
15 %
August 25, 2025
August 25, 2026
Promissory note (25)
137,500
C
15 %
August 25, 2025
May 6, 2026
Future Receivables Purchase
and Sale Agreement (26)
—
108 %
September 25, 2025
September 25, 2026
Promissory note (27)
550,000
C
15 %
October 30. 2025
October 30. 2026
Promissory note (28)
200,000
C
15 %
November 6, 2025
November 6, 2026
Promissory note (29)
275,000
C
15 %
November 24, 2025
November 24, 2026
Promissory note (30)
450,000
C
15 %
December 9, 2025
December 9, 2026
Promissory note (31)
450,000
C
15 %
December 17, 2025
September 23, 2026
Business loan (32)
—
65 %
December 22, 2025
December 22, 2026
Convertible note (33)
495,000
12 %
December 27, 2025
December 27, 2026
Promissory note (34)
275,000
C
15 %
January 12, 2026
January 12, 2027
Promissory note (35)
330,000
C
15 %
January 27, 2026
January 27, 2027
Promissory note (36)
170,000
C 15 %
February 2, 2026
February 2, 2027
Promissory note (37)
330,000
C 15 %
February 19, 2026
February 19, 2027
Convertible note (38)
165,000
12 %
February 24, 2026
February 24, 2027
Promissory note (39)
170,000
C 15 %
March 16, 2026
March 16, 2027
Promissory note (13)
170,000
C 15
%
March 25, 2026
March 25, 2027
Convertible note (40)
110,000
12 %
March 25, 2026
March 25, 2026
Convertible note (41)
—
12 %
April 9, 2026
January 15, 2027
Convertible note (42)
257,000
10 %
April 13, 2026
April 13, 2027
Future Receivables Purchase
and Sale Agreement (43)
641,279
NA
April 20, 2026
April 20, 2027
Convertible note (44)
277,778
12 %
May 1, 2026
January 15, 2027
Convertible note (45)
157,000
10 %
May 4, 2026
May 4, 2027
Convertible Note (46)
700,000
12 %
May 28 2026
May 28 2026
Convertible Note (47)
138,889
12 %
May 29, 2026
May 29, 2027
Promissory
note (4)
225,000
C 15 %
$ 35,722,327
Less: current
portion of loans payable
( 27,769,326 )
Less:
discount on non-current loans payable
-
Non-current
loans payable, net of discount
$ 7,953,001
Current portion
of loans payable
$ 27,769,326
Less:
discount on current portion of loans payable
( 871,697 )
Current
portion of loans payable, net of discount
$ 26,897,629
*
In
default
A On June 15, 2026
the Company and lender entered into a Loan Amendment Agreement whereby it was agreed that simple interest was to be calculated from the
loan issuance date through to February 28, 2026 and commencing March 1, 2026 compounded on the respective principal and interest balance
at February 28, 2026.
C Compounding annually
(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.
- 18 -
Table of Contents
ARTIFICIAL
INTELLIGENCE TECHNOLOGY SOLUTIONS INC.
NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
(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. On December 10, 2025 an exchange agreement was made whereby principal and interest of this note may be exchanged
for common shares at 90 % of the 5 days’ lowest bid of shares. For the three months ending May 31, 2026 the company exchanged
$ 336,000 accrued interest for 14,000,000 common shares at a fair value of $ 910,700 with a loss on settlement of $ 574,700 .
(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)
Original
$ 225,000 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 three months
ended May 31, 2026, the Company recorded amortization expense of $ 115 , with an unamortized discount of $ 24,885 at May 31, 2026.
(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 . 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 .
(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. 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 .
- 19 -
Table of Contents
ARTIFICIAL
INTELLIGENCE TECHNOLOGY SOLUTIONS INC.
NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
(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. 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. For the three months ending May 31, 2026, the Company exchanged $ 80,000 of accrued interest for 5,000,000
common at a fair value of $ 100,000 with a loss on settlement of $ 20,000 .
(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. 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. For the year ended February
28, 2026 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 .
(13)
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 three months
ended May 31, 2026, the Company recorded amortization expense of $ 3,680 , with an unamortized discount of $ 16,320 at May 31, 2026.
(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 three months ended May 31, 2026, the Company recorded amortization
expense of $ 2,455 , with an unamortized discount of $ 13,870 at May 31, 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.
- 20 -
Table of Contents
ARTIFICIAL
INTELLIGENCE TECHNOLOGY SOLUTIONS INC.
NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
(18)
Original
$ 475,000 note may be pre-payable at any time. The note balance includes an original issue discount of $ 75,000 . Principal and interest
due at maturity. Secured by a general security charging all of RAD’s present and after-acquired property. On November 29, 2023,
the parties extended the maturity date from September 8, 2023, to March 1, 2025, with all other terms and conditions remaining the
same. This note has been fully amortized. On April 16, 2025, the parties again extended the maturity date from March 1, 2025, to
March 1, 2027, with all other terms and conditions remaining the same.
(19)
Original
$ 350,000 note may be pre-payable at any time. The note balance includes an original issue discount of $ 50,000 . Principal and interest
due at maturity. Secured by a general security charging all of the Company’s present and after-acquired property. On November
29, 2023, the parties extended the maturity date from October 13, 2023, to March 1, 2025, with all other terms and conditions remaining
the same . This note has been fully amortized. On April 16, 2025, the parties again extended the maturity date from March 1, 2025,
to March 1, 2027, with all other terms and conditions remaining the same.
(20)
On
October 28, 2022, the Company entered into 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 three months ended May 31,
2026, the Company recorded amortization expense of $ 5,243 , with an unamortized discount of $ 9,185 at May 31, 2026.For the three months
ending May 31, 2026, the Company exchanged $ 107,000 of principal and $ 222,900 of accrued interest totaling $ 329,900 for 20,000,000
common at a fair value of $ 442,800 with a loss on settlement of $ 112,900 .
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 three months ended May 31, 2026, the Company recorded amortization
expense of $ 5,269 , with an unamortized discount of 9,233 at May 31, 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 three months ended May 31, 2026, the Company recorded amortization expense
of $ 5,288 , with an unamortized discount of $ 8,957 at May 31, 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 three months ended May 31, 2026, the Company recorded amortization expense
of $ 5,528 , with an unamortized discount of $ 8,927 at May 31, 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 three months ended May 31, 2026, the Company recorded amortization expense
of $ 5,269 , with an unamortized discount of $ 9,233 at May 31, 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 three months ended May 31, 2026, the Company recorded amortization expense
of $ 5,288 , with an unamortized discount of $ 9,268 at May 31, 2026.
- 21 -
Table of Contents
ARTIFICIAL
INTELLIGENCE TECHNOLOGY SOLUTIONS INC.
NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
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 three months ended May 31, 2026, the Company recorded amortization expense
of $ 5,302 , with an unamortized discount of $ 9,293 at May 31, 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 three months ended May 31, 2026, the Company recorded amortization expense
of $ 5,343 , with an unamortized discount of $ 9,368 at May 31, 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 three months ended May 31, 2026, the Company recorded amortization expense of
$ 5,480 , with an unamortized discount of $ 9,616 at May 31, 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 three months ended May 31, 2026, the Company recorded amortization expense
of $ 5,325 , with an unamortized discount of $ 9,333 at May 31, 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 May 31, 2026, the Company
recorded amortization expense of $ 59,207 , with an unamortized discount of $ 0 at May 31, 2026. For the year ended February 28, 2026,
the Company has repaid $ 617,348 . During the three months ending May 31, 2026 the remaining balance of $ 189,952 was fully repaid.
(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 three months
ended May 31, 2026, the Company recorded amortization expense of $ 12,724 , with an unamortized discount of $ 17,288 at May 31, 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 three months
ended May 31, 2026, the Company recorded amortization expense of $ 6,158 , with an unamortized discount of $ 11,127 at May 31, 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 three months
ended May 31, 2026, the Company recorded amortization expense of $ 6,189 , with an unamortized discount of $ 11,582 at May 31, 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 three months
ended May 31, 2026, the Company recorded amortization expense of $ 10,760 , with an unamortized discount of $ 28,536 at May 31, 2026.
- 22 -
Table of Contents
ARTIFICIAL
INTELLIGENCE TECHNOLOGY SOLUTIONS INC.
NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
(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 three months
ended May 31, 2026, the Company recorded amortization expense of $ 11,888 , with an unamortized discount of $ 27,702 at May 31, 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 three months ended May 31, 2026, the Company has repaid
$ 87,990 with the balance of $ 241,972 transferred to the April 13, 2026 loan described in footnote (43),thereby fully extinguishing
this loan.
(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 three months ended May 31, 2026, the Company
recorded amortization expense of $ 13,062 , with an unamortized discount of $ 32,233 at May 31, 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 three months
ended May 31, 2026, the Company recorded amortization expense of $ 5,908 , with an unamortized discount of $ 14,970 at May 31, 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 three months
ended May 31, 2026, the Company recorded amortization expense of $ 7,019 , with an unamortized discount of $ 19,117 at May 31, 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 three months
ended May 31, 2026, the Company recorded amortization expense of $ 4,594 , with an unamortized discount of $ 13,637 at May 31, 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 three months
ended May 31, 2026, the Company recorded amortization expense of $ 7,059 , with an unamortized discount of $ 21,078 at May 31, 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 three months ended May 31, 2026, the Company
recorded amortization expense of $ 5,167 , with an unamortized discount of $ 16,849 at May 31, 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 three months
ended May 31, 2026, the Company recorded amortization expense of $ 4,555 , with an unamortized discount of $ 15,257 at May 31, 2026.
(40)
$ 110,000
convertible note that may be redeemed subject to a premium ranging from 110 % to 140 % if redeemed within the first 180 days of the
note. The Company received proceeds of $ 95,000 , with fees of $ 5,000 and an original issue discount of $ 10,000 . Principal and interest
due at maturity. For the three months ended May 31, 2026, the Company recorded amortization expense of $ 2,429 , with an unamortized
discount of $ 12,571 at May 31, 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.
- 23 -
Table of Contents
ARTIFICIAL
INTELLIGENCE TECHNOLOGY SOLUTIONS INC.
NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
(41)
$ 630,000
convertible note that may be redeemed subject to a premium ranging from 110 % to 140 % if redeemed within the first 180 days of the note.
The Company received proceeds of $ 595,000 , with fees of $ 5,000 and an original issue discount of $ 30,000 . Principal and interest due
at maturity. 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. The loan was intended as a short term loan with high redemption premiums commencing after 40 days and high
conversion discounts after 180 days whereby the note would convert at 20 % of the lowest traded price 15 days prior trading to the conversion
date. On May 5, 2026, the Company repaid in full, principal and interest of $ 638,492 and the 14.1 million commitment fee shares will
be returned.. For the three months ended May 31, 2026, the Company recorded amortization expense of $ 35,000 , with an unamortized discount
of $ 0 at May 31, 2026.
(42)
$ 257,000
convertible note that may be redeemed subject to a premium ranging from 120 % to 125 % if redeemed within the first 180 days of the note.
The Company received proceeds of $ 250,000 , with fees of $ 7,000 . Principal and interest due at maturity. For the three months ended May
31, 2026, the Company recorded amortization expense of $ 7,000 , with an unamortized discount of $ 0 at May 31, 2026. After 180 days, the
note and interest is convertible at a conversion price of 65 % of the lowest closing traded price in the 10 prior trading days.
(43)
On
April 13, 2026, 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 $ 295,028 after fees of $ 16,500 and a financing fee of $ 91,060 for total fees
of $ 105,060 and a payback of the $ 241,972 balance on the December 17, loan described in footnote (32) . The Company must repay $ 709,500 ,
in 52 weekly payments of $ 13,644 . The loan is personally guaranteed by the CEO. For the three months ended May 31, 2026, the Company
recorded amortization expense of $ 16,587 with an unamortized discount of $ 155,913 at February 28, 2026. For the three months ended May
31, 2026, the Company has repaid $ 68,221 .
(44)
$ 277,778
convertible note that may be redeemed anytime with payment of the first year’s accrued interest of $ 33,333 . The Company received
proceeds of $ 245,000 , with fees of $ 5,000 and an original issue discount of $ 27,778 . In addition a commitment fee of 5,000,000 common
shares having a fair value of $ 173,500 was issued and added as a discount. Principal and interest due at maturity. For the three months
ended May 31, 2026, the Company recorded amortization expense of $ 10,072 , with an unamortized discount of $ 196,206 at May 31, 2026. The
note and interest is convertible at any time a conversion price of 75 % of the lowest closing traded price in the 10 prior trading days.
(45)
$ 157,000
convertible note that may be redeemed subject to a premium ranging from 120 % to 125 % if redeemed within the first 180 days of the note.
The Company received proceeds of $ 150,000 , with fees of $ 7,000 . Principal and interest due at maturity. For the three months ended May
31, 2026, the Company recorded amortization expense of $ 7,000 , with an unamortized discount of $ 0 at May 31, 2026. After 180 days, the
note and interest is convertible at a conversion price of 65 % of the lowest closing traded price in the 10 prior trading days.
(46)
$ 700,000
convertible note redeemable 90 days after issuance in monthly installments of 10 % of the outstanding principal and interest. The Company
received proceeds of $ 615,000 , with fees of $ 15,000 and an original issue discount of $ 70,000 . In addition a commitment fee of 1,250,000
common shares having a fair value of $ 28,751 was issued and recorded as a discount. Principal and interest due at maturity. For the three
months ended May 31, 2026, the Company recorded amortization expense of $ 7,185 , with an unamortized discount of $ 105,565 at May 31, 2026.
After 180 days, the note and interest is convertible at a conversion price of 65 % of the lowest traded price in the 10 prior trading
days.
(47)
$ 138,889
convertible note that may be redeemed subject to a premium ranging from 110 % to 135 % if redeemed within the first 180 days of the note.
The Company received proceeds of $ 119,000 , with fees of $ 6,000 and an original issue discount of $ 13,889 .. Principal and interest due
at maturity. For the three months ended May 31, 2026, the Company recorded amortization expense of $ 762 , with an unamortized discount
of $ 19,127 at May 31, 2026. After 180 days, the note and interest is convertible at a conversion price of 65 % of the lowest traded price
in the 10 prior trading days.
- 24 -
Table of Contents
ARTIFICIAL
INTELLIGENCE TECHNOLOGY SOLUTIONS INC.
NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
12.
STOCKHOLDERS’ EQUITY (DEFICIT)
Summary
or Preferred Stock Activity
Series
C Convertible, Redeemable Preferred Stock (Temporary Equity)
On
February 10, 2025, in connection with a Share Purchase Agreement the Company created a new class of Series C Convertible Redeemable with
1,000 authorized shares.
In
exchange for 306
Series C Convertible Redeemable Preferred Shares (“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 in 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 $ 216,810
for 13,550,625
common shares. The shareholder also converted 40
shares at a value of $ 52,560
for 3,285,000
common shares on May 6, 2026, and 93
shares at a value of $ 122,202
for 7,637,628
common shares on May 12, 2026. During the quarter, a dividend of 13
Series C shares having a value of $ $ 17,388
were accrued. At May 31, 2026, there were 354
outstanding series C shares with a redemption value of $ 465,465 .
Ay February 28, 2026, there were 417
outstanding series C shares with a redemption value of $ 547,941 .
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.
Summary
of Preferred Stock Warrant Activity
SUMMARY
OF PREFERRED STOCK WARRANT ACTIVITY
Number of Series F Preferred Warrants
Weighted
Average Exercise Price
Weighted
Average Remaining Years
Outstanding at February 28, 2026
939
$ 1.00
7.5
Issued
—
—
—
Exercised
—
—
—
Forfeited and cancelled
—
—
—
Outstanding at May 31, 2026
939
$ 1.00
7.25
- 25 -
Table of Contents
ARTIFICIAL
INTELLIGENCE TECHNOLOGY SOLUTIONS INC.
NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
Summary
of Common Stock Activity
For
the three months ended May 31, 2026:
- 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 May 31, 2026 and continuing through the filing date of the Company’s original Quarterly Report on Form 10-Q for
the quarter ended May 31, 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 . This split was deemed effective on March
12, 2026. The common shares have been adjusted to reflect this reverse stock split.
-
the Company issued 36,784,492 common shares with gross proceeds of $ 900,871 and net proceeds of $ 823,480 after issuance costs of $ 77,391 .
-
the Company issued 39,000,000 common shares having a fair value of $ 1,453,500 to repay $ 107,000 in loans payable and $ 638,900 in accrued
interest totaling $ 745,900 with a loss on settlement of debt of $ 707,600 .
-Along
with the $ 630,000 loan of March 25, 2026, a refundable commitment fee of 14,100,000 shares was issued. These shares are refundable if
the loan was fully repaid by May 5, 2026, and it was. The shares were recorded at par value of $ 141 with a corresponding adjustment to
paid in capital.
-Along
with the $ 277,778 loan of April 20, 2026, a commitment fee of 5,000,000 common shares having a fair value of $ 173,500 was issued and
recorded as a discount.
-Along
with the $ 700,000 loan of May 4, 2026, a commitment fee of 1,250,000 common shares having a fair value of $ 28,751 is issuable and recorded
as a discount. These shares will be issued shortly after filing this 10Q.
-During
the quarter ended March 31, 2026, the Series C Preferred shareholder converted 298 Series C Preferred Shares having a value of $ 391,572
for 24,473,250 common shares with a deemed dividend of $ 93,472 .
The
common shares issued , issuable and outstanding at May 31,2026 and February 28, 2026:
SUMMARY OF COMMON STOCK ISSUED AND OUTSTANDING
Common shares
May 31, 2026
February 28, 2026
Issued
387,232,589
267,872,804
Issuable
1,250,000
-
Issued, issuable and outstanding
388,482,589
267,872,804
Summary
of Common Stock Warrant Activity
For
the three months ending May 31, 2026, and May 31, 2025, the Company recorded a total of $ 60,508 and $ 80,355 respectively, to stock-based
compensation for options and warrants with a corresponding adjustment to additional paid-in capital.
SUMMARY
OF COMMON STOCK WARRANT ACTIVITY
Number of
Warrants
Weighted Average
Exercise Price
Weighted Average
Remaining Years
Outstanding at February 28, 2026
470,000
$ 0.04
1.44
Issued
—
—
—
Exercised
—
—
—
Forfeited and cancelled
—
—
—
Outstanding at May 31, 2026
470,000
$ 0.02
1.19
- 26 -
Table of Contents
ARTIFICIAL
INTELLIGENCE TECHNOLOGY SOLUTIONS INC.
NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
Summary
of Common Stock Option Activity -Employee Stock Options
SUMMARY
OF COMMON STOCK OPTION ACTIVITY
Number of Options
Weighted Average Exercise Price
Weighted Average Remaining Years
Outstanding at March 1, 2026
1,732,121
$ 2.00
2.10
Issued
—
—
—
Exercised
—
—
—
Forfeited, extinguished and cancelled
—
$ —
—
Outstanding at May 31, 2026
1,732,121
$ 2.00
1.85
13.
COMMITMENTS AND CONTINGENCIES
Litigation
Occasionally,
the Company may be involved in claims and legal proceedings arising from the ordinary course of its business. The Company records a provision
for a liability when it believes that is both probable that a liability has been incurred, and the amount can be reasonably estimated.
If these estimates and assumptions change or prove to be incorrect, it could have a material impact on the Company’s condensed
consolidated financial statements. Contingencies are inherently unpredictable, and the assessments of the value can involve a series
of complex judgments about future events and can rely heavily on estimates and assumptions.
The
related legal costs are expensed as incurred.
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 $ 67,372
with a corresponding adjustment to operating lease liability.
The
Company’s leases are accounted for as operating leases. Rent expense and operating lease cost are recorded over the lease terms
on a straight-line basis. The weighted average discount rate used was 10 % and the weighted average remaining lease term at May 31, 2026
was 4.71 years.
Rent
expense and operating lease cost was $ 67,372 and $ 58,219 for the three months ended May 31, 2026 and May 31, 2025, respectively.
SCHEDULE OF MATURITY OF OPERATING LEASE LIABILITIES
Maturity of Lease Liabilities
Operating
Leases
May 31, 2027
$ 239,243
May 31, 2028
222,427
May 31, 2029
207,558
May 31, 2030
207,558
May 31, 2031
190,261
Total lease payments
1,067,047
Less: Interest
( 184,676 )
Present value of lease liabilities
$ 882,371
14.
EARNINGS (LOSS) PER SHARE
The
net income (loss) per common share amounts were determined as follows:
SCHEDULE OF NET INCOME (LOSS) PER COMMON SHARE
May 31, 2026
May 31, 2025
For the Three Months Ended
May 31, 2026
May 31, 2025
Numerator:
Net loss available to common shareholders
$ ( 5,715,838 )
$ ( 4,594,018 )
Effect of common stock equivalents
Less: dividends to C preferred shareholders
( 110,860 )
( 12,073 )
Net loss adjusted for common stock equivalents
( 5,826,698 )
( 4,606,091 )
Denominator:
Weighted average shares – basic
325,956,059
155,176,712
Net loss per share – basic
$ ( 0.02 )
$ ( 0.03 )
Denominator:
Weighted average shares – diluted
325,956,059
155,176,712
Net loss per share – diluted
$ ( 0.02 )
$ ( 0.03 )
- 27 -
Table of Contents
ARTIFICIAL
INTELLIGENCE TECHNOLOGY SOLUTIONS INC.
NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
The
anti-dilutive shares of common stock equivalents for the three months ended May 31, 2026 and 2025 were as follows:
SCHEDULE OF ANTI-DILUTIVE SHARES OF COMMON STOCK EQUIVALENTS
May 31, 2026
May 31, 2025
For the Three Months Ended
May 31, 2026
May 31, 2025
Convertible or exchangeable debt
3,173,350,733
-
Convertible Series F Preferred Shares
1,340,264,933
586,412,155
Convertible Redeemable Series C Preferred Shares
30,948,471
2,958,264
Stock options and warrants
2,202,121
2,261,775
Total
4,546,766,258
591,632,194
15.
SUBSEQUENT EVENTS
Subsequent
to May 31, 2026 through to filing date,
—
the
Company issued 32,797,611 common shares pursuant to a share purchase agreement for gross proceeds of $ 290,783 , issuance costs of
$ 14,397 and net proceeds of $ 276,386 .
—
The
Company issued 12,000,000 shares to a lender to settle $ 89,700 in principal pursuant to exchange agreements with the lender.
—
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.
—
on
June 9, 2026, the Company issued a convertible, redeemable note to a lender for $ 55,000 with cash proceeds of $ 47,500 , an original
issue discount of $ 5,000 , and $ 2,500 for fees. The loan bears interest at 10 %, the note is redeemable by the Company at any time
subject to a premium of one years interest of $ 5,500 . The note matures on June 9, 2027, and converts any time at 65 % of the lowest
trading price 10 trading days prior to the conversion date.
—
on June 9, 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 10 %, the note is redeemable by the Company at any time subject to a premium of one years interest of $ 11,000 . The
note matures on June 9, 2027, and converts any time at 65 % of the lowest trading price 10 trading days prior to the conversion date.
—
on June 15, 2026, the Company issued a convertible, redeemable note to
a lender for $ 165,000 with cash proceeds of $ 142,800 , an original issue discount of $ 15,000 , and $ 7,200 for fees. The loan bears interest
at 10 %, the note is redeemable by the Company at any time subject to a premium ranging from 115 % to 125 % if redeemed within the first
180 days of the note. The note matures on June 15, 2027, and converts any time at 65 % of the lowest closing bid price 20 trading days
prior to the conversion date. The loan is repayable as follows : on December 15, 2026 a payment of $ 90,750 with 5 monthly payments of
$ 15,125 commencing Jan 15, 2027 through to May 15, 2027 with the remaining $ 9,625 balance payable June 15, 2027.
—
on
June 23 , 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-five percent (85%) of the average of the three lowest bid trade price
in the 10 day preceding period. The Company may also issue an accelerated put at a purchase price of 85% of the three closing bid
prices 10 days following the put date subject to a floor price equal to the greater of: (A) seventy-five percent (75%) of the Closing
Bid Price of the Common Stock on the applicable Put Date; or (B) any higher minimum price per share specified by the Company in the
applicable Accelerated Put Notice. A commitment fee of five million common shares of the Company’s Common Stock shall be issued
in two equal tranches: (i) first tranche of Two Million and Five Hundred Thousand common shares upon S-1 effectiveness; and the remaining
(ii) second tranche of Two Million and Five Hundred Thousand common shares, issued ninety days later. In conjunction with the above
agreement, the Company entered into a Registration Rights Agreement as well.
—
on
June 26, 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 March 30, 2027, and converts after 180 days at 65 %
of the average of the three lowest trading prices, 10 trading days prior to the conversion date.
—
on July 9, 2026, the Company issued a promissory note to a lender for $ 165,000
with cash proceeds of $ 150,000 and an original issue discount of $ 15,000 for fees. The note matures in one year and bears interest at
15 %, per annum ,compounding annually. The note is secured by the assets of the Company.
- 28 -
Table of Contents
Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.