UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM
10-Q
☒
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
FOR
THE QUARTERLY PERIOD ENDED AUGUST 31, 2026
OR
☐
TRANSITION REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
FOR
THE TRANSITION PERIOD FROM _______________ TO _______________
COMMISSION
FILE NUMBER: 000-55079
ARTIFICIAL
INTELLIGENCE TECHNOLOGY SOLUTIONS INC.
(Exact
name of registrant as specified in its charter)
Nevada
27-2343603
(State
or other jurisdiction
of Incorporation or organization)
(I.R.S.
Employer
Identification Number)
10800
Galaxie Avenue
Ferndale , MI
48220
(Address
of principal executive offices)
(Zip
code)
(877)
787-6268
(Registrant’s
telephone number, including area code)
not
applicable
(Former
name, former address and former fiscal year, if changed since last report)
Securities
registered pursuant to Section 12(b) of the Act: None
Indicate
by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐
Indicate
by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule
405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant
was required to submit such files). Yes ☒ No ☐
Indicate
by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting
company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,”
“smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large
accelerated filer
☐
Accelerated
filer
☐
Non-accelerated
filer
☒
Smaller
reporting company
☒
Emerging
growth company
☐
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate
by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒
Indicate
the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date: 861,808,211
shares of common stock were issued and outstanding as of October 20, 2026.
Table
of Contents
PAGE
PART
I
FINANCIAL INFORMATION
ITEM
1.
Financial Statements
3
Condensed Consolidated Balance Sheets as of August 31, 2026 and February 28, 2026 (Unaudited)
3
Condensed Consolidated Statements of Operations for the Three Months and Six Months Ended August 31, 2026 and 2025 (Unaudited)
4
Condensed Consolidated Statements of Stockholders’ Deficit for the Six Months Ended August 31, 2026 and 2025 (Unaudited)
5-6
Condensed Consolidated Statements of Cash Flows for the Six Months Ended August 31, 2026 and 2025 (Unaudited)
7
Notes to the Consolidated Financial Statements (Unaudited)
8-35
ITEM
2.
Management’s Discussion and Analysis of Financial Condition and Results of Operations
36
ITEM
3.
Quantitative and Qualitative Disclosures About Market Risk
42
ITEM
4.
Controls and Procedures
42
PART
II
OTHER INFORMATION
ITEM
1.
Legal Proceedings
43
ITEM
1A.
Risk Factors
43
ITEM
2.
Unregistered Sales of Equity Securities and Use of Proceeds
43
ITEM
3.
Defaults Upon Senior Securities
46
ITEM
4.
Mine Safety Disclosures
46
ITEM
5.
Other Information
46
ITEM
6.
Exhibits
46
SIGNATURES
47
- 2 -
Table of Contents
PART
I – FINANCIAL INFORMATION
ITEM
1. FINANCIAL STATEMENTS
ARTIFICIAL
INTELLIGENCE TECHNOLOGY SOLUTIONS INC.
CONDENSED
CONSOLIDATED BALANCE SHEETS
(UNAUDITED)
August
31, 2026
February
28, 2026 *
ASSETS
Current assets:
Cash
$ 220,275
$ 109,043
Accounts receivable, net
947,146
1,004,201
Device parts inventory,
net
1,261,080
1,318,742
Prepaid
expenses and deposits
583,596
503,017
Total current assets
3,012,097
2,935,003
Operating lease asset
850,096
931,814
Revenue earning devices,
net of accumulated depreciation of $ 4,329,418 and $ 3,257,668 , respectively
4,677,987
5,097,627
Fixed assets, net of accumulated
depreciation of $ 583,597 and $ 540,426 , respectively
160,506
183,185
Trademarks
36,157
35,319
Investment at cost
100,000
100,000
Security
deposit
19,280
19,280
Total
assets
$ 8,856,123
$ 9,302,228
LIABILITIES AND STOCKHOLDERS’
DEFICIT
Current liabilities:
Accounts payable and accrued
expenses
$ 2,920,634
$ 3,007,270
Customer deposits
191,638
147,326
Current operating lease
liability
234,795
243,690
Current portion of deferred
variable payment obligation
3,781,263
3,161,727
Loan payable - related
party
344,394
461,633
Deferred compensation for
CEO
1,951,968
1,811,856
Current portion of loans
payable, net of discount of $ 2,782,491 and $ 635,774
32,779,837
8,848,140
Current portion of accrued
interest payable
12,811,856
2,271,106
Derivative
liability
3,890,582
—
Total current liabilities
58,906,967
19,952,748
Non-current operating lease
liability
607,629
676,694
Loans payable, net of
discount of $ 11,337
and $ 0
1,638,664
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
1,036,372
9,122,552
Total
liabilities
70,214,632
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 August 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, 253 and 417 shares issued
and outstanding at August 31, 2026 and February 28, 2026, respectively
332,264
547,941
Convertible, Redeemable Preferred
Stock value
332,264
547,941
Commitments and Contingencies
-
Stockholders’ deficit:
Preferred Stock, undesignated;
15,534,000 shares authorized; no shares issued and outstanding at August 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 August 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; 12,000,000,000 shares authorized 596,259,245 and 267,872,804 shares issued, issuable and outstanding, respectively
5,963
2,679
Additional paid-in capital
122,283,195
117,803,027
Preferred stock to be issued
99,086
99,086
Accumulated
deficit
( 184,084,880 )
( 171,121,742 )
Total
stockholders’ deficit
( 61,690,773 )
( 53,211,087 )
Total
liabilities and stockholders’ deficit
$ 8,856,123
$ 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
Three Months
Ended
Six Months
Ended
Six Months
Ended
August
31, 2026
August
31, 2025
August
31, 2026
August
31, 2025
Revenues
$ 1,985,604
$ 1,888,749
$ 3,816,806
$ 3,743,586
Purchases and overhead
387,649
50,664
521,833
224,044
Depreciation and amortization
534,654
493,220
1,047,848
941,176
Cost
of Goods Sold
922,303
543,884
1,569,681
1,165,220
Gross Profit
1,063,301
1,344,865
2,247,125
2,578,366
Operating expenses:
Research and development
(Note 10)
1,062,671
919,714
1,948,264
2,007,333
General and administrative
2,579,273
2,634,832
5,486,849
5,867,042
Depreciation and amortization
34,426
36,900
67,072
71,021
Operating
lease cost and rent
67,327
62,578
134,699
120,797
Total
operating expenses
3,743,697
3,654,024
7,636,884
8,066,193
Loss from operations
( 2,680,396 )
( 2,309,159 )
( 5,389,759 )
( 5,487,827 )
Other income (expense),
net:
Interest expense
( 2,477,037 )
( 1,297,962 )
( 4,775,911 )
( 2,713,311 )
Derivative liability loss
( 1,495,130 )
—
( 1,495,130 )
—
Gain
(loss) on settlement of debt
( 185,910 )
4,370,185
( 893,510 )
4,370,185
Total
other income (expense) net
( 4,158,077 )
3,072,223
( 7,164,551 )
1,656,874
Net
income (loss)
$ ( 6,838,473 )
$ 763,064
$ ( 12,554,310 )
$ ( 3,830,953 )
Net income (loss) per
share - basic
$ ( 0.02 )
$ ( 0.00 )
$ ( 0.03 )
$ ( 0.02 )
Net income (loss) per
share - diluted
$ ( 0.02 )
$ ( 0.00 )
$ ( 0.03 )
$ ( 0.02 )
Weighted average common share outstanding
- basic
451,014,825
184,694,421
388,485,442
169,935,566
Weighted average common share outstanding
- diluted
451,014,825
876,681,766
388,485,442
169,935,566
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 STATEMENTS OF SHAREHOLDERS’ DEFICIT
(Unaudited)
Shares
Amount
Shares
Amount
Shares
Amount
Shares
Amount
Capital
Deficit
Deficit
Temporary
Equity
Shareholder’s
Deficit
Series B &
C
Series E
Series F
Additional
Total
Preferred
Stock
Preferred
Stock
Preferred
Stock
Common
Stock
Paid-In
Accumulated
Shareholders’
Shares
Amount
Shares
Amount
Shares
Amount
Shares
Amount
Capital
Deficit
Deficit
Balance at February 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 )
Issuance of shares, net of $ 75,919 issuance
costs
—
— -
—
—
—
—
15,403,802
154
1,252,232
—
1,252,386
Debt exchanged for common
shares
—
—
—
—
—
—
12,500,000
125
1,249,875
—
1,250,000
Series C Preferred shares
issued as dividend
9
12,435
—
—
—
—
—
—
( 12,435 )
—
( 12,435 )
Series C penalty shares
114
149,307
—
—
—
—
—
—
( 149,307 )
—
( 149,307 )
Redemption of Series C shares
( 95 )
( 125,000 )
—
—
—
—
—
—
29,871
( 29,871 )
—
Stock based compensation
—
—
—
—
—
—
—
—
80,355
—
80,355
Net
income
—
— -
—
—
—
—
—
—
—
763,064
763,064
Balance at August 31,
2025
343
$ 450,899 -
3,350,000
$ 3,350
2,513
$ 101,599
197,878,340
$ 1,979
$ 112,919,936
$ ( 160,357,755 )
$ ( 47,330,891 )
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 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, 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 $ 75,391 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 )
Balance
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 )
Issuance of shares, net of $ 41,916
issuance costs *
—
—
—
—
—
—
86,979,231
870
508,372
—
509,242
Debt exchanged for common
shares
—
—
—
—
—
—
57,000,000
570
425,430
—
426,000
Debt conversions
—
—
—
—
—
—
35,767,014
358
149,634
—
149,992
Series C conversions
( 109 )
( 143,226 )
—
—
—
—
42,130,411
421
286,031
( 143,226 )
143,226
Series C Preferred shares
issued as dividend
8
10,025
—
—
—
—
—
—
( 10,025 )
—
( 10,025 )
To reallocate deemed dividend **
—
—
—
—
—
—
—
—
172,129
( 172,129 )
—
Commitment fee shares returned
—
—
—
—
—
—
( 14,100,000 )
( 141 )
141
—
—
Stock based compensation
—
—
—
—
—
—
—
—
33,975
—
33,975
Net
loss
—
—
—
—
—
—
—
—
—
( 6,838,473 )
( 6,838,473 )
Net
income (loss )
—
—
—
—
—
—
—
—
—
( 6,838,473 )
( 6,838,473 )
Balance
at August 31, 2026
253
$ 332,264
3,350,000
$ 3,350
2,513
$ 101,599
596,259,245
$ 5,963
$ 122,283,195
$ ( 184,084,880 )
$ ( 61,690,773 )
Balance
253
$ 332,264
3,350,000
$ 3,350
2,513
$ 101,599
596,259,245
$ 5,963
$ 122,283,195
$ ( 184,084,880 )
$ ( 61,690,773 )
*
$ 41,916 issuance costs including 2,500,000 commitment fees
shares at a value of $ 16,500
**
Redemption from conversion of Series C shares to common shares
The
accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
- 6 -
Table of Contents
ARTIFICIAL
INTELLIGENCE TECHNOLOGY SOLUTIONS INC.
CONDENSED
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
Six
Months Ended
August 31, 2026
Six
Months Ended
August 31, 2025
CASH FLOWS USED IN OPERATING
ACTIVITIES:
Net loss
$ ( 12,554,310 )
$ ( 3,830,953 )
Adjustments to reconcile net income to net
cash used in operating activities:
Depreciation and amortization
1,114,920
1,012,196
Bad debts expense
40,000
71,482
Inventory provision
270,987
—
Reduction of right of use
asset
77,960
68,809
Accretion of lease liability
44,627
53,778
Stock based compensation
94,483
160,710
Amortization of debt discounts
1,036,482
143,217
Derivative liability loss
1,495,130
—
(Gain) loss on settlement
of debt
893,510
( 4,370,185 )
Increase (decrease) in
related party accrued payroll and interest
( 117,239 )
67,575
Changes in operating assets
and liabilities:
Accounts receivable
17,055
364,630
Prepaid expenses
( 76,821 )
340,696
Deposit on right of use
asset
—
( 13,187 )
Device parts inventory
( 870,327 )
( 1,283,861 )
Accounts payable and accrued
expenses
( 87,311 )
473,931
Customer deposits
44,312
( 7,649 )
Deferred compensation for
CEO
140,112
( 1,004,917 )
Operating lease liabilities
( 121,908 )
( 118,906 )
Current portion of deferred
variable payment obligation for payments
619,535
609,067
Accrued
interest payable
3,117,961
1,863,013
Net
cash used in operating activities
( 4,820,842 )
( 5,400,554 )
CASH FLOWS USED IN INVESTING
ACTIVITIES:
Purchase of fixed assets
( 15,600 )
( 8,422 )
Acquisition of trademarks
( 838 )
( 1,998 )
Net
cash used in investing activities
( 16,438 )
( 10,420 )
CASH FLOWS FROM FINANCING
ACTIVITIES:
Share proceeds net of issuance
costs
1,332,722
4,362,349
Proceeds from loans payable
4,594,328
1,050,671
Repayment of loans payable
( 1,178,538 )
( 420,000 )
Proceeds on issuance of
Series C shares
200,000
—
Redemption of Series
C shares
—
( 125,000 )
Net
cash provided by financing activities
4,948,512
4,868,020
Net change in cash
111,232
( 542,954 )
Cash, beginning of period
109,043
865,975
Cash, end of period
$ 220,275
$ 323,021
Supplemental disclosure of cash and non-cash
transactions:
Cash
paid for interest
$ 21,575
$ 74,338
Cash
paid for income taxes
$ —
$ —
Noncash investing and financing activities:
Transfer
from device parts inventory to revenue earning devices
$ 657,002
$ 1,792,348
Debt
discount from derivative liabilities
$ 2,395,452
$ —
Conversion
of debt and accrued interest for common shares
$ 149,992
$ —
Conversion
of Series C shares for common shares
$ 534,798
$ —
Exchange
of note payable for common stock
$ 985,990
$ 2,500,500
Commitment
fee shares as debt discount
$ 202,250
$ —
Right
of use asset for lease liability
$ —
$ 53,739
Series
C preferred shares issued as dividend
$ 27,413
$ 24,508
Discount
applied to face value of the loan
$ 596,834
$ 251,629
Series
C penalty shares issued
$ —
$ 149,307
The
accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
- 7 -
Table of Contents
ARTIFICIAL
INTELLIGENCE TECHNOLOGY SOLUTIONS INC.
NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
1.
GENERAL INFORMATION
Artificial
Intelligence Technology Solutions Inc. (“AITX” or the “Company”) was incorporated in Florida on March 25, 2010
and reincorporated in Nevada on February 17, 2015. On August 24, 2018, Artificial Intelligence Technology Solutions Inc., changed its
name from On the Move Systems Corp (“OMVS”).
Robotic
Assistance Devices, LLC (“RAD”), was incorporated in the State of Nevada on July 26, 2016 as a Limited Liability Company.
On July 25, 2017, Robotic Assistance Devices LLC converted to a C Corporation, Robotic Assistance Devices, Inc., through the issuance
of 10,000 common shares to its sole shareholder.
On
August 28, 2017, AITX completed the acquisition of RAD (the “Acquisition”), whereby AITX acquired all the ownership and equity
interest in RAD for 3,350,000 shares of AITX Series E Preferred Stock and 2,450 shares of Series F Convertible Preferred Stock. AITX’s
prior business focus was transportation services, and was exploring the on-demand logistics market by developing a network of logistics
partnerships. As a result of the closing of the Acquisition, AITX has succeeded to the business of RAD, and AITX’s business going
forward will consist of one segment activity, which is the delivery of artificial intelligence and robotic solutions for operational,
security and monitoring needs.
The
Acquisition was treated as a reverse recapitalization effected by a share exchange for financial accounting and reporting purposes since
substantially all of AITX’s operations were disposed of as part of the consummation of the transaction. Therefore, no goodwill
or other intangible assets were recorded by AITX as a result of the Acquisition. RAD is treated as the accounting acquirer as its stockholders
control the Company after the Acquisition, even though AITX was the legal acquirer. As a result, the assets and liabilities and the historical
operations that are reflected in these financial statements are those of RAD as if RAD had always been the reporting company.
2.
GOING CONCERN
The
accompanying unaudited consolidated financial statements have been prepared assuming that the Company will continue as a going concern.
The accompanying financial statements do not include any adjustments to reflect the possible future effects on the recoverability and
classification of assets or the amounts and classifications of liabilities that may result from the possible inability of the Company
to continue as a going concern.
For
the six months ended August 31, 2026, the Company had negative cash flow from operating activities of $ 4,820,842 .
As of August 31, 2026, the Company has an accumulated deficit of $ 184,084,880 ,
and negative working capital of $ 55,894,870 .
Management does not anticipate having positive cash flow from operations (according to the Condensed Consolidated Statement of Cash
Flows) in the near future. These factors raise a substantial doubt about the Company’s ability to continue as a going concern
for the twelve months following the issuance of these financial statements.
The
Company does not have the resources at this time to repay all its credit and debt obligations, make any payments in the form of dividends
to its shareholders or fully implement its business plan. Without additional capital, the Company will not be able to remain in business.
At the same time management points to its successful history with maintaining Company operations and reminds all with reasonable confidence
this will continue. Management has plans to address the Company’s financial situation as follows:
Management
is committed to 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 approximately $ 9.8
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 is in
talks with the Company’s primary debt holder to extend the maturity dates on most of its non -convertible debt.
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Table of Contents
ARTIFICIAL
INTELLIGENCE TECHNOLOGY SOLUTIONS INC.
NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
3.
ACCOUNTING POLICIES
Basis
of Presentation and Consolidation
The
accompanying unaudited condensed consolidated financial statements have been prepared in accordance with generally accepted accounting
principles in the United States (“GAAP”) and in conformity with the condensing instructions on Form 10-Q and Rule 8-03 of
Regulation S-X and the related rules and regulations of the Securities and Exchange Commission (“SEC”) and should be read
in conjunction with the audited financial statements and notes thereto in the Company’s latest Annual Report filed with the SEC
on Form 10-K/A as filed on 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, Pursuon Inc. (formerly Robotic
Assistance Devices Mobile, Inc.), Robotic Assistance Devices Lanka (Private) Limited and Robotic Assistance Devices Residential, Inc..
All significant intercompany accounts and transactions have been eliminated in consolidation. The unaudited consolidated financial statements
reflect all adjustments, consisting of normal recurring accruals, which are, in the opinion of management, necessary for a fair presentation
of such statements. The results of operations for the six months ended August 31, 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 preferred stock and derivative liabilities.
Reclassifications
Certain
amounts in the Company’s consolidated financial statements for prior periods have been reclassified to conform to the current period
presentation. These reclassifications have not changed the results of operations of prior periods.
Concentrations
Loans
payable
At
August 31, 2026 there were $ 37,212,329 of loans payable, $ 33,728,024 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 $ 210,000 and $ 170,000 provided as of August 31, 2026 and February 28, 2026, respectively. For the six months ended
August 31, 2026, two customers account for 21 % of total accounts receivable. For the six months ended August 31, 2025, two customers
account for 41 % of total accounts receivable.
Device
Parts Inventory
Device
parts inventory is stated at the lower of cost or net realizable value using the weighted average cost method. The Company records a
valuation reserve for obsolete and slow-moving inventory, relying principally on specific identification of such inventory. The Company
uses these device parts in the assembly of revenue earning devices (and demo devices) as well as research and development. Depending
on use, the Company will transfer the parts to the corresponding asset or expense if used in research and development. A charge to income
is taken when factors that would result in a need for an increase in the valuation, such as excess or obsolete inventory, are noted.
As of August 31, 2026 and February 28, 2026 there was a valuation reserve of $ 445,987 and $ 175,000 , respectively.
- 9 -
Table of Contents
ARTIFICIAL
INTELLIGENCE TECHNOLOGY SOLUTIONS INC.
NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
Revenue
Earning Devices
Revenue
earning devices are stated at cost. Depreciation is provided on a straight-line basis over the estimated useful life of 48 months. The
Company continually evaluates revenue earning devices to determine whether events or changes in circumstances have occurred that may
warrant revision of the estimated useful life or whether the devices should be evaluated for possible impairment. The Company uses a
combination of the undiscounted cash flows and market approaches in assessing whether an asset has been impaired. The Company measures
impairment losses based upon the amount by which the carrying amount of the asset exceeds the fair value.
Fixed
Assets
Fixed
assets are stated at cost. Depreciation is provided on the straight-line method based on the estimated useful lives of the respective
assets which range from two to five years. Major repairs or improvements are capitalized. Minor replacements and maintenance and repairs
which do not improve or extend asset lives are expensed currently.
SCHEDULE OF FIXED ASSETS STATED AT COST
Computer equipment and software
2 or 3 years
Office equipment
4 years
Manufacturing equipment
7 years
Warehouse equipment
5 years
Tooling
2 years
Demo Devices
4 years
Vehicles
3 years
Leasehold improvements
5 years, the life of the lease
The
Company periodically evaluates the fair value of fixed assets whenever events or changes in circumstances indicate that its carrying
amounts may not be recoverable. Upon retirement or other disposition of fixed assets, the cost and related accumulated depreciation are
removed from the accounts and the resulting gain or loss, if any, is recognized in income.
Research
and Development
Research
and development costs are expensed in the period they are incurred in accordance with ASC 730, Research and Development unless
they meet specific criteria related to technical, market and financial feasibility, as determined by Management, including but not limited
to the establishment of a clearly defined future market for the product, and the availability of adequate resources to complete the project.
If all criteria are met, the costs are deferred and amortized over the expected useful life or written off if a product is abandoned.
At August 31, 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.
- 10 -
Table of Contents
ARTIFICIAL
INTELLIGENCE TECHNOLOGY SOLUTIONS INC.
NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
Sales
of Future Revenues
The
Company has entered into transactions, as more fully described in footnote 8, in which it has received funding from investors in exchange
for which it will make payments to those investors based on the level of sales of certain revenue categories, generally based on a percentage
of sales for those certain revenues. The Company determines whether these agreements constitute sales of future revenues or are in substance
debt based on the facts and circumstances of each agreement, with the following primary criteria determinative of whether the agreement
constitutes a sale of future revenues or debt:
●
Does
the agreement purport, in substance, to be a sale
●
Does
the Company have continuing involvement in the generation of cash flows due the investor
●
Is
the transaction cancellable by either party through payment of a lump sum or other transfer of assets
●
Is
the investors rate of return is implicitly limited by the terms of the agreement
●
Does
the Company’s revenue for a reporting period underlying the agreement have only a minimal impact on the investor’s rate
of return
●
Does
the investor have recourse relating to payments due
In
the event a transaction is determined to be a sale of future revenues, it is recorded as deferred revenue and amortized using the sum-of-the-revenue
method. In the event a transaction is determined to be debt, it is recorded as debt and amortized using the effective interest method.
As of the date of these financial statements, the Company has determined that all such agreements are debt.
Revenue
Recognition
ASU
2014-09, “Revenue from Contracts with Customers (Topic 606)” , supersedes the revenue recognition requirements and
industry specific guidance under Revenue Recognition (Topic 605) . Topic 606 requires an entity to recognize revenue when it transfers
promised goods or services to customers in an amount that reflects the consideration the entity expects to be entitled to in exchange
for those goods or services. Topic 606 defines a five-step process that must be evaluated and, in doing so, it is possible more judgment
and estimates may be required within the revenue recognition process than required under existing accounting principles generally accepted
in the United States of America (“U.S. GAAP”) including identifying performance obligations in the contract, estimating the
amount of variable consideration to include in the transaction price and allocating the transaction price to each separate performance
obligation. The Company adopted Topic 606 on March 1, 2018, using the modified retrospective method. Under the modified retrospective
method, prior period financial positions and results will not be adjusted. There was no cumulative effect adjustment recognized as a
result of this adoption. Refer to Note 4 – Revenue from Contracts with Customers for additional information. For the six months
ended August 31, 2026, two customer accounted for 33 % of total revenue. For the six months ended August 31, 2025 , one customer accounted
for 47 % 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.
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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).
Derivative
Liabilities
Scope
and identification
The
Company does not use derivative instruments to hedge cash flow, market or foreign currency risk. It evaluates its financial instruments,
including convertible notes payable, warrants, convertible preferred stock and other financing arrangements, to determine whether they
are, or contain features that qualify as, derivatives under ASC 815, Derivatives and Hedging . Derivatives that do not qualify
for equity classification are recognized as liabilities at fair value.
●
Freestanding
instruments, including warrants. The Company first applies ASC 480, Distinguishing Liabilities from Equity . Instruments
outside ASC 480 are assessed under ASC 815-40-15 (indexation to the Company’s own stock) and ASC 815-40-25 (equity classification
conditions). Warrants that fail either test are classified as derivative liabilities.
●
Embedded
features in hybrid instruments. Conversion, redemption, put and default features embedded in notes, preferred stock and loan
agreements are bifurcated when (a) their economic characteristics and risks are not clearly and closely related to the host contract,
(b) the hybrid instrument is not remeasured at fair value through earnings, and (c) a separate instrument with the same terms would
be a derivative (ASC 815-15-25-1).
●
Variable-price
conversion features. Conversion features priced at a discount to the Company’s market price, or that can otherwise require
a variable number of shares, generally are not indexed to the Company’s own stock and are bifurcated as derivative liabilities.
●
Preferred
stock. For Series C or Series F preferred stock, the Company determines whether the host contract is more akin to debt or equity
based on all stated and implied terms (ASC 815-15-25-17A through 25-17D). It then assesses whether conversion and redemption features
are clearly and closely related to that host.
●
Debt
default and put features. Contingent puts, default penalties, redemption premiums and default-interest provisions are evaluated
under ASC 815-15-25-40 through 25-43. Features that can accelerate repayment at a substantial premium are generally bifurcated.
Classification
of each instrument is reassessed at every reporting date.
- 12 -
Table of Contents
Initial
recognition
Derivative
liabilities are recognized at fair value on the date the instrument is issued or, if later, the date a feature first qualifies as a derivative
liability.
●
Allocation
of proceeds. When a derivative is bifurcated from a debt host, proceeds are allocated first to the derivative liability and any
liability-classified warrants at fair value. The residual is allocated to the host debt.
●
Debt
discount. The resulting discount, together with debt issuance costs, is amortized to interest expense over the term of the debt
using the effective interest method.
●
Day-one
excess. When the fair value of derivative liabilities at issuance exceeds the net proceeds received, the excess is recognized
immediately in earnings as derivative liability loss.
●
Preferred
stock. When a bifurcated feature is embedded in preferred stock, the carrying amount of the preferred stock is reduced by the
fair value of the derivative at issuance.
Subsequent
measurement and classification
Derivative
liabilities are remeasured to fair value at each reporting date. Changes in fair value are recognized in earnings as “Derivative
liability gain (loss)” within other income (expense). None of the Company’s derivatives are designated as hedging instruments.
Derivative
liabilities are classified as current or noncurrent based on whether net-cash settlement or conversion could be required within 12 months
of the balance sheet date.
Conversion,
extinguishment and reclassification
●
Conversion.
On conversion under the original terms, the bifurcated derivative is remeasured to fair value at the conversion date, with the change
recognized in earnings. The carrying amount of the host instrument, net of unamortized discount, and the derivative’s fair
value are then reclassified to stockholders’ equity. No gain or loss is recognized.
●
Repayment
or extinguishment. When debt is settled other than by conversion, the derivative is remeasured to fair value and derecognized.
The difference between the reacquisition price and the combined carrying amount of the debt and derivative is recognized as a gain
or loss on extinguishment (ASC 470-50-40-2).
●
Modifications
and inducements. Modifications, exchanges and induced conversions are evaluated under ASC 470-50 and ASC 470-20-40.
●
Warrant
exercise. Liability-classified warrants are remeasured to fair value on the exercise date and reclassified to additional paid-in
capital.
●
Equity
to liability. A contract that no longer qualifies for equity classification, for example because of insufficient authorized shares,
is reclassified to a liability at its fair value on that date. The difference from its carrying amount is recorded in equity (ASC
815-40-35-10).
●
Liability
to equity. A contract that later qualifies for equity classification is remeasured to fair value through earnings and reclassified
to equity at that amount.
Sequencing
policy
When
the Company cannot conclude that it has sufficient authorized and unissued shares to settle all potentially dilutive contracts, it applies
a sequencing policy under ASC 815-40-35-12. Authorized shares are allocated to contracts by issuance date, earliest first. Contracts
that cannot be covered by the remaining authorized shares are classified as liabilities.
Because
variable-price conversion features without a floor can require an indeterminate number of shares, contracts issued after such an instrument
are classified as liabilities while it remains outstanding. Share-based payment awards accounted for under ASC 718 are excluded from
the sequencing policy (ASC 815-40-35-13).
Fair
value measurement
Derivative
liabilities are measured at fair value under ASC 820, Fair Value Measurement , using the Monte Carlo option pricing model. Because
significant inputs are unobservable, these are Level 3 measurements.
Input
Basis
Stock
price
Closing
price of the Company’s common stock on OTC Markets at the measurement date
Exercise
or conversion price
Contractual
exercise price; for variable-price features, the price under the conversion formula at the measurement date
Term
Remaining
contractual term of the instrument
Expected
volatility
Historical
volatility of the Company’s common stock over a period matching the term
Risk-free
rate
U.S.
Treasury yield for a matching term
Dividend
yield
0%;
the Company has not paid and does not expect to pay dividends
Expected
volatility is the most significant unobservable input; higher volatility increases fair value. A roll-forward of Level 3 derivative liabilities
is presented in Note 3, Fair Value of Financial Instruments.
Fair
Value of Financial Instruments
ASC
Topic 820, Fair Value Measurements and Disclosures (“ASC Topic 820”) provides a framework for measuring fair value
in accordance with generally accepted accounting principles.
ASC
Topic 820 defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction
between market participants at the measurement date. ASC Topic 820 establishes a fair value hierarchy that distinguishes between (1)
market participant assumptions developed based on market data obtained from independent sources (observable inputs) and (2) an entity’s
own assumptions about market participant assumptions developed based on the best information available in the circumstances (unobservable
inputs).
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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
August 31, 2026
Assets
Investment
at cost
$ 100,000
$ 50,000
$ —
$ 50,000
Liabilities
Derivative liabilities
$ 3,890,582
$ —
$ —
$ 3,890,582
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
for the six months ended August 31, 2026 and August 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.
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Table of Contents
ARTIFICIAL
INTELLIGENCE TECHNOLOGY SOLUTIONS INC.
NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
4.
REVENUE FROM CONTRACTS WITH CUSTOMERS
Revenue
is earned primarily from two sources: 1) direct sales of goods or services and 2) short-term rentals. Direct sales of goods or services
are accounted for under Topic 606, and short-term rentals are accounted for under Topic 842 (which addresses lease accounting and was
adopted on March 1, 2019).
As
disclosed in the revenue recognition section of Note 3 – Accounting Polices, the Company adopted Topic 606 in accordance with the
effective date on March 1, 2018. Note 3 includes disclosures regarding the Company’s method of adoption and the impact on the Company’s
financial statements. Revenue is recognized on direct sales of goods or services when it transfers promised goods or services to customers
in an amount that reflects the consideration the entity expects to be entitled to in exchange for those goods or services.
After
adopting Topic 842, also referred to above in Note 3, the Company is accounting for revenue earned from rental activities where an identified
asset is transferred to the customer and the customer has the ability to control that asset. The Company recognizes revenue from its
device rental activities when persuasive evidence of a contract exists, the performance obligations have been satisfied, the transaction
price is fixed or determinable and collection is reasonably assured. Performance obligations associated with device rental transactions
are satisfied over the rental period. Rental periods are short-term in nature. Therefore, the Company has elected to apply the practical
expedient which eliminates the requirement to disclose information about remaining performance obligations. Payments are due from customers
at the completion of the rental, except for customers with negotiated payment terms, generally net 30 days or less, which are invoiced
and remain as accounts receivable until collected.
The
following table presents revenues from contracts with customers disaggregated by product/service:
SCHEDULE OF REVENUES FROM CONTRACTS WITH CUSTOMERS
Three Months
Ended
Three Months
Ended
Six Months Ended
Six Months Ended
August
31, 2026
August
31, 2025
August
31, 2026
August
31, 2025
Device rental activities
$ 1,765,293
$ 1,695,471
$ 3,378,388
$ 3,322,757
Direct sales of goods
and services
220,311
193,278
438,418
420,829
Revenue
$ 1,985,604
$ 1,888,749
$ 3,816,806
$ 3,743,586
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Table of Contents
ARTIFICIAL
INTELLIGENCE TECHNOLOGY SOLUTIONS INC.
NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
5.
LEASES
We
lease certain warehouses, and office space. Leases with an initial term of 12 months or less are not recorded on the balance sheet; we
recognize lease expense for these leases on a straight-line basis over the lease term. For lease agreements entered into or reassessed
after the adoption of Topic 842, we did not combine lease and non-lease components.
There
is no lease renewal. The depreciable life of assets and leasehold improvements are limited by the expected lease term, unless there is
a transfer of title or purchase option reasonably certain of exercise.
Below
is a summary of our lease assets and liabilities at August 31, 2026 and February 28, 2026.
SCHEDULE OF LEASE ASSETS AND LIABILITIES
Leases
Classification
August
31, 2026
February
28, 2026
Assets
Operating
Operating
Lease Assets
$ 850,096
$ 931,814
Liabilities
Current
Operating
Current Operating Lease Liability
$ 234,795
$ 243,690
Noncurrent
Operating
Noncurrent Operating Lease
Liabilities
607,629
676,694
Total lease liabilities
$ 842,424
$ 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.
Rent
expense and operating lease cost was $ 67,327 and $ 134,699 for the three and six months ended August 31, 2026, respectively, and $ 62,578
and $ 120,797 for the three and six months ended August 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 August 31, 2026 and February 28, 2026.
7.
REVENUE EARNING DEVICES
Revenue
earning devices consisted of the following:
SCHEDULE
OF REVENUE EARNING DEVICES
August
31, 2026
February
28, 2026
Revenue earning devices
$ 9,007,405
$ 8,355,295
Less: Accumulated depreciation
( 4,329,418 )
( 3,257,668 )
Total
$ 4,677,987
$ 5,097,627
During
the three and six months ended August 31, 2026 the Company made total additions to revenue earning devices of $ 375,393 and $ 652,110 ,
respectively, which were transfers from inventory. During the three and six months ended August 31, 2025 the Company made total additions
to revenue earning devices of $ 864,716 and $ 1,760,263 , respectively, which were transfers from inventory.
Depreciation
and amortization for the six months ended August 31, 2026, and August 31, 2025, are as follows:
SCHEDULE OF DEPRECIATION AND AMORTIZATION
Depreciation
and Amortization
Three Months Ended
August
31, 2026
Three
Months Ended
August 31, 2025
Six
Months Ended
August
31, 2026
Six
Months Ended
August
31, 2025
Cost of Goods Sold
$ 534,654
$ 493,220
$ 1,047,848
$ 941,176
Operating expenses
13,097
5,736
23,901
9,840
Total Depreciation and
Amortization of Revenue Earning Devices
$ 547,751
$ 498,956
$ 1,071,749
$ 951,016
- 16 -
Table of Contents
ARTIFICIAL
INTELLIGENCE TECHNOLOGY SOLUTIONS INC.
NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
8.
FIXED ASSETS
Fixed
assets consisted of the following:
SCHEDULE OF FIXED ASSETS
August
31, 2026
February
28, 2026
Automobile
$ 74,237
$ 74,237
Demo devices
270,313
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
744,103
723,611
Less: Accumulated depreciation
( 583,597 )
( 540,426 )
Fixed assets, net of
accumulated depreciation
$ 160,506
$ 183,185
During
the three months ended August 31, 2026, the Company made additions of $ 4,892 of which $ 4,892 were transfers from inventory. During the
six months ended August 31, 2026, the Company made additions of $ 20,492 of which $ 4,892 were transfers from inventory with remaining
additions of $ 15,600 . During the three months ended August 31, 2025, the Company made additions of $ 9,738 of which $ 9,738 were transfers
from inventory. During the six months ended August 31, 2025, the Company made additions of $ 40,507 of which $ 32,085 were transfers from
inventory with remaining additions of $ 8,422 .
Depreciation
and amortization for the six months ended August 31, 2026, and August 31, 2025, are as follows:
SCHEDULE OF DEPRECIATION AND AMORTIZATION IN OPERATING EXPENSES
Depreciation
and Amortization
Three
Months Ended
August
31, 2026
Three
Months Ended
August
31, 2025
Six
Months Ended
August
31, 2026
Six
Months Ended
August
31, 2025
Fixed Assets
$ 21,329
$ 31,164
$ 43,171
$ 61,181
Revenue earning devices
13,097
5,736
23,901
9,840
Total Depreciation and
Amortization
Included in operating expenses
$ 34,426
$ 36,900
$ 67,072
$ 71,021
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 .
- 17 -
Table of Contents
ARTIFICIAL
INTELLIGENCE TECHNOLOGY SOLUTIONS INC.
NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
On
November 18, 2019, the Company entered into another similar arrangement with the (February 1, 2019) investor above whereby the investor
would advance up to $ 225,000 in exchange for a perpetual 2.25 % rate Payment on the Company’s quarterly Revenues (commencing on
quarter ending May 31, 2020). At February 29, 2020, the investor has advanced $ 109,000 and the investor advanced the $ 116,000 remainder
as of May 2020.
On
December 30, 2019, the Company entered into another similar arrangement with a new investor whereby the investor would advance up to
$ 100,000 in exchange for a perpetual 1.00 % rate Payment on the Company’s quarterly Revenues (commencing quarter ended November
30, 2020). At February 29, 2020, the investor has advanced $ 50,000 with the remainder to be advanced no later than June 30, 2020. If
the total investor advances turns out to be less than $ 100,000 , this would not constitute a breach of the agreement, rather the 1.00 %
rate would be adjusted on a pro-rata basis.
On
April 22, 2020, the Company entered into another similar arrangement with the (first May 9, 2019) investor above whereby the investor
would advance up to $ 100,000 in exchange for a perpetual 1.00 % rate Payment on the Company’s quarterly Revenues. At May 31, 2020,
the investor has fully funded this commitment.
On
July 1, 2020, the Company entered into a similar agreement with the first investor whereby the investor would pay up to $ 800,000 in exchange
for a perpetual 2.75 % rate payment (Payment) on the Company’s reported quarterly revenue. These Payments are to be made 90 days
after the fiscal quarter with the first payment being due no later than May 31, 2021. If the Payments would deplete RAD’s available
cash by more than 20%, the payment may be deferred. The investor had agreed to pay $100,000 per month over an 8 month period with the
first payment due July 2020 and the final payment no later than February 28, 2021. As at August 31, 2020 the investor had fully funded
the $800,000 commitment.
On
August 27, 2020, the Company and the first investor referred to above consolidated the three separate agreements of February 1, 2019
for $ 900,000 , November 18, 2019 for $ 225,000 and July 1, 2020 for $ 800,000 into a new agreement for a total of $ 1,925,000 . This new agreement
is for similar terms as the above agreements save for the following: the rate payment is revised to 14.25 % payable on revenues commencing
the quarter ended August 31, 2020. Upon an event of default that we are unable to cure in the time allotted under the agreements, these
Payments may be secured with a priority lien by UCC filing against all of our assets, but is subordinated to equipment financing or leasing
agreements on the products the Company leases to its customers.
In
summary of all agreements mentioned above if in the event that at least 10 % of the assets of the Company are sold by the Company, the
investors would be entitled to the fair market value (FMV) of all future Payments associated with the assets sold as determined by an
independent valuator to be chosen by the investors. The FMV cannot exceed 43.77% of the total asset disposition price defined as the
total price paid for the assets plus all future Payments associated with the assets sold. In the event that the common or preferred shares
are sold by the Company to a third party as to effect a change in control, then the investors must be paid the FMV of all future Payments
in one lump payment. The FMV cannot exceed 43.77% of the share disposition price defined as the total price the third party paid for
the shares plus the total value of all future Payments. As of March 1, 2021 as a result of the amendment with the first investor noted
below. This aggregate asset disposition % was reduced from 43.77 % to 33.77%.
The
Payments first become payable on June 30, 2019 (unless otherwise indicated) based on the quarterly Revenues for the quarter ended May
31, 2019 and accrue every quarter thereafter. As of August 31, 2026, the Company has accrued $ 3,781,263 in Payments of which $ 2,510,325
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, on the balance in arrears, of 6 % interest
this quarter of $ 37,655 all totaling $ 242,081 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 %
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.
- 18 -
Table of Contents
ARTIFICIAL
INTELLIGENCE TECHNOLOGY SOLUTIONS INC.
NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
The
Company retains total involvement in the generation of cash flows from these revenue streams that form the basis of the payments to be
made to the investors under this agreement. Because of this, the Company has determined that the agreements constitute debt agreements.
As of August 31, 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 and six months ended August 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 August 31,
2026 and February 28, 2026.
10.
RELATED PARTY TRANSACTIONS
For
the three months ended August 31, 2026, the Company had net advances from its loan payable-related party of $ 12,448 and for the six months
ended August 31, 2026, the Company had net repayments from its loan payable-related party of 117,239 . For the three months and six months
ended August 31, 2025 , the Company had no repayments of net advances from its loan payable-related party. At August 31, 2026 the loan
payable-related party was $ 344,394 and $ 461,633 at February 28, 2026. Included in the balance due to the related party at August 31,
2026 is $ 267,862 of deferred salary and interest, $ 159,263 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 August 31, 2026, and February 28, 2026, was $ 89,699 , and $ 79,268 , respectively.
During
the six months ended August 31, 2026, the Company paid out gross payments to the CEO of $ 359,888 offset by a bonus accrual of $ 500,000 ,
which yields a net increase of $ 140,112 relating to deferred compensation for CEO. This was all in accordance with a December 2023 board
action allowing for $ 1 million of annual discretionary compensation as well as a February 28, 2025, board action which provided an additional
$ 1.5 million in compensation. The balance of deferred compensation for CEO was $ 1,951,968 and $ 1,811,856 at August 31, 2026, and February
28, 2026, respectively.
During
the six months ended August 31, 2025, the Company paid out gross payments to the CEO of $ 1,504,917 offset by a bonus accrual of $ 500,000 ,
which yields a net change of $ 1,004,917 relating to deferred compensation for CEO. This was all in accordance with a December 2023 board
action allowing for $ 1 million of annual discretionary compensation as well as a February 28, 2025.
For
the three and six months ended August 31, 2026, the Company accrued $ 0 (three and six months ended August 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. At August 31, 2026, and February 28, 2026, there was $ 5,500,000 and $ 5,500,000 of incentive compensation payable.
During
the three months ended August 31, 2026 and 2025, the Company was charged $ 555,186 and $ 598,277 , respectively for fees for research and
development from a company partially owned by a principal shareholder.
During
the six months ended August 31, 2026 and 2025, the Company was charged $ 945,316 and $ 1,335,152 , respectively for fees for research and
development from a company partially owned by a principal shareholder. The principal shareholder received no compensation from this partially
owned research and development company and the fees were spent on core development projects. As at both August 31, 2026, and February
28, 2026, the balance due to this company was $ 76,532 and $ 160,557 , respectively.
- 19 -
Table of Contents
ARTIFICIAL
INTELLIGENCE TECHNOLOGY SOLUTIONS INC.
NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
11.
LOANS PAYABLE
Loans
payable at August 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)
67,410
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
August 30, 2027
Purchase
Agreement (21)
203,000
15
%
March
8, 2024
August 30, 2027
Purchase
Agreement (22)
350,000
15
%
July
26, 2025
November 15, 2026 E
Promissory
note (23)
165,000
C
15
%
August
7, 2025
November 15, 2026 E
Promissory
note (24)
245,000
C
15
%
August
25, 2025
November 15, 2026 E
Promissory
note (25)
137,500
C
15
%
August
25, 2025
May
6, 2026
Future
Receivables Purchase and Sale Agreement (26)
—
108
%
September
25, 2025
November 15, 2026 E
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, 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)
355,000
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)
463,904
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 2027
Convertible
Note (47)
138,889
12
%
May
29, 2026
May
29, 2027
Promissory
note (4)
225,000
C
15
%
June
3, 2026
June
3, 2027
Convertible
Note(48)
230,000
6
%
June
9, 2026
June
9, 2027
Convertible
Note(49)
55,000
10
%
June
9, 2026
June
9, 2027
Convertible
Note(50)
110,000
10
%
June
15, 2026
June
15, 2027
Convertible
Note(51)
165,000
10
%
June
24, 2026
June
24, 2027
Convertible
Note(52)
166,667
10
%
June
26, 2026
March
30, 2027
Convertible
Note(53)
157,000
10
%
July
9, 2026
July
9, 2027
Promissory
note(54)
165,000
C
15
%
July
30, 2026
April
15, 2027
Promissory
note(55)
200,000
NA
August
11, 2026
August
11, 2027
Convertible
Note(56)
209,300
12
%
August
11, 2026
July
6, 2027
Promissory
note(57)
200,000
NA
August
19, 2026
August
19, 2027
Convertible
Note(58)
150,000
12
%
August
27, 2026
May
13, 2027
Promissory
note(59)
225,000
NA
$
37,212,329
Less: current portion of loans payable
( 35,562,328
)
Less: discount on non-current loans payable
( 11,337
)
Non-current loans payable, net of discount
$
1,638,664
Current portion of loans payable
$
35,562,328
Less: discount on current portion of loans payable
( 2,782,491
)
Current portion of loans payable, net of discount
$
32,779,837
Convertible notes
$
3,403,634
Loans payable
33,808,695
Total Loans Payable
$
37,212,329
*
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
E On
August 24, 2026 the Company and lender agreed to extend all the indicated notes above to November 15, 2026 in the best interest of
all Parties for no fee.
- 20 -
Table of Contents
ARTIFICIAL
INTELLIGENCE TECHNOLOGY SOLUTIONS INC.
NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
(1)
This
note was transferred from convertible notes payable because in August 2022 it was no longer convertible due to restrictions placed
on the lender.
(2)
This
promissory note was issued as part of a debt settlement whereby $ 2,683,357 in convertible notes and associated accrued interest of
$ 1,237,811 totaling $ 3,921,168 was exchanged for this promissory note of $ 3,921,168 , and a warrant to purchase 450,000,000 shares
at an exercise price of $ .002 per share and a three-year maturity having a relative fair value of $ 990,000 . This note is secured
by a general security charging all of the Company’s present and after-acquired property. On November 28, 2023, the parties
extended the maturity date from December 10, 2023, to March 1, 2025, with all other terms and conditions remaining the same. On April
16, 2025, the parties again extended the maturity date from March 1, 2025, to March 1, 2027, with all other terms and conditions
remaining the same. 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 six months
ended August 31, 2026, the Company recorded amortization expense of $ 5,679 , with an unamortized discount of $ 19,321 at August 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 $0 .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. .
(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.
- 21 -
Table of Contents
ARTIFICIAL
INTELLIGENCE TECHNOLOGY SOLUTIONS INC.
NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
(9)
The
note, with an original principal amount of $ 550,000 ,
may be pre-payable at any time. The note balance includes an original issue discount of $ 250,000
and was issued with a warrant to
purchase 50,000,000
shares at an exercise price of $ 0.025
per share with a 3 -year
term and having a relative fair value of $ 380,174 .
The discounts are being amortized over the term of the loan. After allocating these charges to debt and equity according to their respective
values, a debt discount of $ 380,174
with a corresponding adjustment to
paid in capital. On March 1, 2024, the unamortized relative fair value discount of $ 80,284
was removed with a corresponding
adjustment to accumulated deficit. A $ 10,559
unamortized discount remained. On
November 28, 2023, the parties extended the maturity date from January 14, 2024, to March 1, 2025, with all other terms and Conditions
remaining the same. On
April 16, 2025, the parties again extended the maturity date from March 1, 2025, to March 1, 2027, with all other terms and conditions
remaining the same. The loan
is fully amortized. Through an exchange agreement on February 11, 2025, the Company repaid $ 162,000
in interest through the issuance
of 600,000
common shares. On March 28, 2025
the Company entered into an exchange agreement where the holder can exchange all or part of the principal and interest of the note into
common shares at an exchange amount of 90 %
of the previous 5 day’s lowest VWAP price. On March 5, 2025 the Company repaid $ 150,500
in loan principal as well as $ 275,000
in accrued interest (all totaling
$ 425,500 )
was repaid on March 5, 2025 through the issuance of 1,850,000
common shares at a fair value of
$ 444,000
with a loss on settlement of $ 18,500 .
(10)
The
note, with an original principal balance of $ 1,650,000 ,
may be pre-payable at any time. The note balance includes an original issue discount of $ 150,000
and was issued with a warrant to
purchase 100,000,000
shares at an exercise price of $ 0.135
per share with a 3 -year
term and having a relative fair value of $ 1,342,857 .
The discount and warrant are being amortized over the term of the loan. After allocating these charges to debt and equity according to
their respective values, a debt discount of $ 1,342,857
with a corresponding adjustment to
paid in capital for the relative fair value of the warrant. The maturity date was extended from February 22, 2022, to February 22, 2024,
on February 28, 2022, in exchange for warrants to purchase 50,000,000
at an exercise price of $ .0164
and a 3 -year
term. These warrants have a fair value of $ 950,000
recorded as interest expense with
a corresponding adjustment to paid in capital recorded in the year ended February 28, 2022. On November 28, 2023, the parties extended
the maturity date from February 22, 2024, to March 1, 2025, with all other terms and conditions remaining the same. On March 1, 2024,
the unamortized relative fair value discount of $ 497,614
was removed with a corresponding
adjustment to accumulated deficit. A $ 55,585
unamortized discount remained. On
April 16, 2025, the parties again extended the maturity date from March 1, 2025, to March 1, 2027, with all other terms and conditions
remaining the same. 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 six months ended August 31, 2026, the Company recorded amortization expense of $ 8,440 ,
with an unamortized discount of $ 11,560
at August 31, 2026.
- 22 -
Table of Contents
ARTIFICIAL
INTELLIGENCE TECHNOLOGY SOLUTIONS INC.
NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
(14)
The
note, with an original principal balance of $ 1,650,000 ,
may be pre-payable at any time. The note balance includes an original issue discount of $ 150,000
and was issued with a warrant to
purchase 250,000,000
shares at an exercise price of $ 0.037
per share with a 3 -year
term and having a relative fair value of $ 1,284,783 ,
The discounts are being amortized over the term of the loan. After allocating these charges to debt and equity according to their respective
values, a debt discount of $ 1,284,783
with a corresponding adjustment to
paid in capital. On March 1, 2024, the unamortized relative fair value discount of $ 572,549
was removed with a corresponding
adjustment to accumulated deficit. A $ 66,846
unamortized discount remained. 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. For
the six months ended August 31, 2026, the Company recorded amortization expense of $ 4,989 ,
with an unamortized discount of $ 11,337
at
August 31, 2026.
(15)
Original
$ 170,000
note may be pre-payable at any time.
The note balance includes an original issue discount of $ 20,000 .
Principal and interest due at maturity. Secured by a general security charging all of RAD’s present and after-acquired property.
On
November 29, 2023, the parties extended the maturity date from July 28, 2023, to March 1, 2025, with all other terms and conditions remaining
the same. This note has been
fully amortized. On
April 16, 2025, the parties again extended the maturity date from March 1, 2025, to March 1, 2027, with all other terms and conditions
remaining the same.
(16)
A
warrant holder exchanged 955,000,000
warrants for a promissory note of
$ 3,000,000 ,
bearing interest at 15 %
with a two year maturity. The fair value of the warrants was determined to be $ 2,960,500
with a corresponding adjustment to
paid-in capital and a debt discount of $ 39,500
which will be amortized over the
term of the loan. Principal and interest due at maturity. On March 1, 2024, the unamortized relative fair value discount of $ 11,535
was removed with a corresponding
adjustment to accumulated deficit. This note has been fully amortized. This note was extended to August 30, 2025. On
April 16, 2025, the parties again extended the maturity date from August 30, 2025, to August 30, 2027, with all other terms and conditions
remaining the same. On November
24, 2025, the Company entered into an exchange agreement where the holder can exchange all or part of the principal and interest of the
note into common shares at an exchange amount of 90 %
of the previous 5 day’s lowest bid price.
(17)
Original
$ 400,000
note may be pre-payable at any time.
The note balance includes an original issue discount of $ 50,000 .
Principal and interest due at maturity. Secured by a general security charging all of RAD’s present and after-acquired property.
On
November 29, 2023, the parties extended the maturity date from September 7, 2023, to March 1, 2025, with all other terms and conditions
remaining the same. This note
has been fully amortized. On
April 16, 2025, the parties again extended the maturity date from March 1, 2025, to March 1, 2027, with all other terms and conditions
remaining the same.
(18)
Original
$ 475,000
note may be pre-payable at any time.
The note balance includes an original issue discount of $ 75,000 .
Principal and interest due at maturity. Secured by a general security charging all of RAD’s present and after-acquired property.
On
November 29, 2023, the parties extended the maturity date from September 8, 2023, to March 1, 2025, with all other terms and conditions
remaining the same. This note
has been fully amortized. On
April 16, 2025, the parties again extended the maturity date from March 1, 2025, to March 1, 2027, with all other terms and conditions
remaining the same.
(19)
Original
$ 350,000
note may be pre-payable at any time.
The note balance includes an original issue discount of $ 50,000 .
Principal and interest due at maturity. Secured by a general security charging all of the Company’s present and after-acquired
property. On
November 29, 2023, the parties extended the maturity date from October 13, 2023, to March 1, 2025, with all other terms and conditions
remaining the same. This note
has been fully amortized. On
April 16, 2025, the parties again extended the maturity date from March 1, 2025, to March 1, 2027, with all other terms and conditions
remaining the same.
(20)
On
October 28, 2022, the Company entered into an loan facility with a lender for up to $ 4,000,000 including an original issue discount
of $ 500,000 . In exchange the Company will issue one series F Preferred Share, extended 329 series F warrants with a March 1, 2026
maturity to a new October 31, 2033 maturity, and issue up to 10 tranches with each tranche of $ 400,000 , with cash proceeds of $ 350,000
an original issue discount of $ 50,000 , October 31, 2026 maturity, and 61 Series F warrants with a October 31, 2033 maturity. Secured
by a general security charging all of the Company’s present and after-acquired property. At February 29, 2024 the Company has
issued all 10 tranches totaling $ 4,000,000 as follows:
October
28, 2022, $ 400,000
loan, original issue discount of $ 50,000 ,
61
Series F Preferred Share warrants and 1 Series F Preferred
Share having a relative fair value of $ 299,399 .
On March 1, 2024, the unamortized relative fair value discount of $ 286,775
was removed with a corresponding adjustment to accumulated
deficit. A $ 47,892
unamortized discount remained. For the six months ended August
31, 2026, the Company recorded amortization expense of $ 10,761 ,
with an unamortized discount of $ 3,667
at August 31, 2026. For the six months ending
August 31, 2026, the Company exchanged $ 332,590
of principal and $ 237,400
of accrued interest totaling $ 589,990
for 77,000,000
common at a fair value of $ 860,800
with a loss on settlement of $ 298,810 .
- 23 -
Table of Contents
ARTIFICIAL
INTELLIGENCE TECHNOLOGY SOLUTIONS INC.
NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
(20)
November
9, 2022, $ 400,000
loan, original issue discount of $ 50,000
, 61
Series F Preferred Share warrants having a relative fair value
of $ 299,750 .
On March 1, 2024, the unamortized relative fair value discount of $ 288,513
was removed with a corresponding adjustment to accumulated
deficit. A $ 48,126
unamortized discount remained. For the six months ended August
31, 2026, the Company recorded amortization expense of $ 10,816 ,
with an unamortized discount of $ 3,686
at August 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 six months ended August
31, 2026, the Company recorded amortization expense of $ 10,854 ,
with an unamortized discount of $ 7,793
at August 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 six months ended August
31, 2026, the Company recorded amortization expense of $ 11,057 ,
with an unamortized discount of $ 3,399
at August 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 six months ended August
31, 2026, the Company recorded amortization expense of $ 10,815 ,
with an unamortized discount of $ 3,687
at August 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 six months ended August
31, 2026, the Company recorded amortization expense of $ 10,855 ,
with an unamortized discount of $ 3,701
at August 31, 2026.
April
5, 2023, $ 400,000
loan, original issue discount of $ 50,000 ,
61
Series F Preferred Share warrants having a relative fair value
of $ 296,245 .
On March 1, 2024, the unamortized relative fair value discount of $ 286,821
was removed with a corresponding adjustment to accumulated
deficit. A $ 48,409
unamortized discount remained. For the six months ended August
31, 2026, the Company recorded amortization expense of $ 10,882 ,
with an unamortized discount of $ 3,712
at August 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 six months ended August
31, 2026, the Company recorded amortization expense of $ 10,969 ,
with an unamortized discount of $ 3,742
at August 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 six months ended August
31, 2026, the Company recorded amortization expense of $ 11,252 ,
with an unamortized discount of $ 3,844
at August 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 August
31, 2026, the Company recorded amortization expense of $ 10,930 ,
with an unamortized discount of $ 3,727
at August 31, 2026.
- 24 -
Table of Contents
ARTIFICIAL
INTELLIGENCE TECHNOLOGY SOLUTIONS INC.
NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
(21)
On
November 30, 2023, the Company entered into an agreement where the lender will pay the Company $ 350,000
in exchange for thirteen
future monthly payments of $ 36,750
commencing
on April 30,2024 through to
April 30, 2025 totaling $ 477,750 .
The effective interest rate is 35 %
per annum. Secured by a general security charging all of RAD’s present and after-acquired property. Default rate of 15 %
per annum calculated daily on any missed monthly payment and after 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. On August 24, 2026, the Company extended the maturity to November 15, 2026, see footnote E above.
(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. On August 24, 2026, the Company extended the maturity to November 15, 2026 , see footnote E above.
(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. On August 24, 2026, the Company extended the maturity to November 15, 2026 , see footnote E above.
(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 six months ending August 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 six months
ended August 31, 2026, the Company recorded amortization expense of $ 26,263 , with an unamortized discount of $ 3,749 at August 31,
2026. On August 24, 2026, the Company extended the maturity to November 15, 2026 , see footnote E above.
(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 six months ended August 31, 2026, the Company recorded amortization expense of $ 12,777 ,
with an unamortized discount of $ 4,558
at August 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 six months ended August 31, 2026, the Company recorded amortization expense of 12,775 ,
with an unamortized discount of $ 4,997
at August 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 six months ended August 31, 2026, the Company recorded amortization expense of $ 22,244 ,
with an unamortized discount of $ 17,052
at August 31, 2026.
(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 six months ended August 31, 2026, the Company recorded amortization expense of $ 24,610 ,
with an unamortized discount of $ 14,980
at August 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 six months ended August 31, 2026, the Company
recorded amortization expense of $ 26,935 , with an unamortized discount of $ 18,360 at August 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. For the six months
ended 31, 2026 the lender converted $ 140,000 principal and $ 9.992 for a total of $ 149,992 of debt into 42,130,411 common shares.
(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 six months ended August 31, 2026, the Company recorded amortization expense of $ 12,193 ,
with an unamortized discount of $ 8,685
at August 31, 2026.
- 25 -
Table of Contents
ARTIFICIAL
INTELLIGENCE TECHNOLOGY SOLUTIONS INC.
NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
(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 six months ended August 31, 2026, the Company recorded amortization expense of $ 14,486 ,
with an unamortized discount of $ 11,650
at August 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 six months ended August 31, 2026, the Company recorded amortization expense of $ 9,520 ,
with an unamortized discount of $ 8,711
at August 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 six months ended August 31, 2026, the Company recorded amortization expense of $ 14,572 ,
with an unamortized discount of $ 13,564
at August 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 six months ended August 31, 2026, the Company
recorded amortization expense of $ 10,699 , with an unamortized discount of $ 11,317 at August 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 six months ended August 31, 2026, the Company recorded amortization expense of $ 9,442 ,
with an unamortized discount of $ 10,370
at August 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 . The Company also recorded
a debt discount from derivative liabilities of $ 67,202 . Principal and interest due at maturity. In addition the For the six months
ended August 31, 2026, the Company recorded amortization expense of $ 27,775 , with an unamortized discount of $ 54,427 at August 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.
(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.
- 26 -
Table of Contents
ARTIFICIAL
INTELLIGENCE TECHNOLOGY SOLUTIONS INC.
NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
(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 . The Company also recorded a debt discount from derivative liabilities
of $ 181,916 . Principal and interest due at maturity. For the six months ended August 31, 2026, the Company recorded amortization
expense of $ 73,182 , with an unamortized discount of $ 115,374 at August 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 six months ended August 31, 2026, the Company
recorded amortization expense of $ 59,712 with an unamortized discount of $ 112,788 at August 31, 2026. For the six months ended August
31, 2026, the Company has repaid $ 245,596 .
(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. The Company also recorded a debt discount from derivative
liabilities of $ 71,500 with derivative liability loss of $ 187,621 for a total derivative liability of $ 259,121 . Principal and interest due
at maturity. For the six months ended August 31, 2026, the Company recorded amortization expense of $ 64,733 , with an unamortized
discount of $ 213,045 at August 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 . The Company also recorded a debt discount from derivative liabilities
of $ 109,385 . Principal and interest due at maturity. For the six months ended August 31, 2026, the Company recorded amortization
expense of $ 42,901 , with an unamortized discount of $ 73,484 at August 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. The Company also recorded a debt
discount from derivative liabilities of $ 169,653 . Principal and interest due at maturity. For the six months ended August 31, 2026,
the Company recorded amortization expense of $ 83,268 , with an unamortized discount of $ 200,135 at August 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 . The Company also
recorded a debt discount from derivative liabilities of $ 169,653 . Principal and interest due at maturity. For the six months ended
August 31, 2026, the Company recorded amortization expense of $ 18,960 , with an unamortized discount of $ 115,860 at August 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.
- 27 -
Table of Contents
ARTIFICIAL
INTELLIGENCE TECHNOLOGY SOLUTIONS INC.
NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
(48)
$ 230,000
convertible note that may be redeemed subject to a premium ranging from 105 %
to 140 %
if redeemed within the first 180 days of the note. The Company received proceeds of $ 200,000 ,
with an original issue discount of $ 23,000
and fees of $ 7,000 .
The Company also recorded a debt discount from derivative liabilities of $ 200,000
with derivative liability loss of $ 33,317
for a total derivative liability of $ 233,317 .
Principal and interest due at maturity. For the six months ended August 31, 2026, the Company recorded amortization expense of
$ 25,987 ,
with an unamortized discount of $ 204,013
at August 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 20 prior trading days.
(49)
$ 55,000
convertible note that may be redeemed anytime at a premium of 120 %
with payment of the first year’s accrued interest of $ 5,500 .
The Company received proceeds of $ 47,500 ,
with an original issue discount of $ 5,000
and fees of $ 2,500 .
The Company also recorded a debt discount from derivative liabilities of $ 47,500
with derivative liability loss of $ 22,823
for a total derivative liability of $ 70,323 .
Principal and interest due at maturity. For the six months ended August 31, 2026, the Company recorded amortization expense of
$ 11,826 ,
with an unamortized discount of $ 43,174
at August 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.
(50)
$ 110,000
convertible note that may be redeemed s anytime at a premium of 120 %
with payment of the first year’s accrued interest of $ 11,000 .
The Company received proceeds of $ 95,000 ,
with an original issue discount of $ 10,000
and fees of $ 5,000 .
The Company also recorded a debt discount from derivative liabilities of $ 95,000
with derivative liability loss of $ 45,226
for a total derivative liability of $ 140,226 .
Principal and interest due at maturity. For the six months ended August 31, 2026, the Company recorded amortization expense of
$ 11,647 ,
with an unamortized discount of $ 98,353
at August 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.
(51)
$ 165,000
convertible note that may be redeemed subject to a premium ranging from 115 % to 125 % if redeemed
within the first 180 days of the note. First year’s interest of $ 16,500 is guaranteed
and earned at issue date. Principal and interest due at maturity. The Company received proceeds
of $ 142,800 , with an original issue discount of $ 15,000 and fees of $ 7,200 . The Company also
recorded a debt discount from derivative liabilities of $ 142,800 with derivative liability loss of
$ 61,927 for a total derivative liability of $ 204,727 . For the six months ended August 31,
2026, the Company recorded amortization expense of $ 15,921 , with an unamortized discount
of $ 149,079 at August 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 20 prior trading days.
(52)
$ 166,667
convertible note that may be redeemed subject to a premium ranging from 105 %
to 140 %
if redeemed within the first 180 days of the note. Principal and interest due at maturity. The Company received proceeds of $ 144,000 ,
with an original issue discount of $ 16,667
and fees of $ 6,000 .
The Company also recorded a debt discount from derivative liabilities of $ 140,000
with derivative liability loss of $ 32,701
for a total derivative liability of $ 172,701 .
For the six months ended August 31, 2026, the Company recorded amortization expense of $ 14,512 ,
with an unamortized discount of $ 148,155
at August 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 20 prior trading days.
(53)
$ 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 . The Company also recorded a debt discount from derivative liabilities
of $ 169,653 . Principal and interest due at maturity. For the six months ended August 31, 2026, the Company recorded amortization
expense of $ 22,688 , with an unamortized discount of $ 94,554 at August 31, 2026. After 180 days, the note and interest is convertible
at a conversion price of 65 % of the average of the three lowest traded prices in the 10 prior trading days.
(54)
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.
For the six months ended August 31, 2026, the Company recorded amortization expense of $ 1,863 ,
with an unamortized discount of $ 13,137
at August 31, 2026.
- 28 -
Table of Contents
ARTIFICIAL
INTELLIGENCE TECHNOLOGY SOLUTIONS INC.
NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
(55)
$ 225,000
note repayable in 36 weekly payments of $ 6,250
starting August 6, 2026. Non-interest bearing. Secured by a general security charging all of RAD’s present and after-acquired
property. Along with the debt the Company issued warrants to purchase 225 Series F shares. A derivative value of $ 435,024
was determined for the warrants including a derivative discount of $ 225,000
and derivative liability loss of $ 210,024 .
For the six months ended August 31, 2026, the Company recorded amortization expense of $ 46,622 ,
with an unamortized discount of $ 178,978
at August 31, 2026. The Company has repaid $ 25,000 .
(56)
$ 209,300
convertible note that may be redeemed subject to a discount ranging from 97 % to 98 % if redeemed within the first 180 days of the
note. First year’s interest of $ 25,116 is guaranteed and earned at issue date. Note is repayable in 10 monthly instalments
of $ 24,442 starting September 15, 2026. The Company received proceeds of $ 175,000 , with an original issue discount of $ 27,300 and
fees of $ 7,000 . The Company also recorded a debt discount from derivative liabilities of $ 172,065 . Principal and interest due at
maturity. For the six months ended August 31, 2026, the Company recorded amortization expense of $ 7,982 , with an unamortized discount
of $ 198,383 at August 31, 2026. After an event of default , the note and interest is convertible at a conversion price of 65 % of
the lowest traded price in the 10 prior trading days.
(57)
$ 200,000
note repayable in 32 weekly payments of $ 6,250
starting November 24, 2026. Non-interest bearing. Secured by a general security charging all of RAD’s present and
after-acquired property. Along with the debt the Company issued warrants to purchase 350 Series F shares. A derivative value of
$ 655,270
was determined for the warrants including a derivative discount of $ 200,000
and derivative liability loss of $ 455,270 .
For the six months ended August 31, 2026, the Company recorded amortization expense of $ 0 ,
with an unamortized discount of $ 200,000
at August 31, 2026.
(58)
$ 150,000
convertible note that may be redeemed subject to a premium ranging from
105 % to 140 %
if redeemed within the first 180 days of the note. First year’s interest of $ 18,000
is guaranteed and earned at issue date. Principal and interest due at maturity. The Company received proceeds of $ 126,000 ,
with an original issue discount of $ 15,000
and fees of $ 9,000 .
The Company included 25,000,000
August 19, 2026 warrants to purchase common shares at an exercise price of $ 0.006
with a 5
year term. The Company also recorded a debt discount from derivative liabilities of $ 123,258
with derivative liability loss of $ 77,366
for a total derivative liability (including warrant liability of $ 11,742 ) of $ 200,624 .
For the six months ended August 31, 2026, the Company recorded amortization expense of $ 2,298 ,
with an unamortized discount of $ 144,960
at August 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 20 prior trading days.
(59)
$ 225,000
note repayable in 36 weekly payments of $ 6,250 starting September 3, 2026. Non-interest bearing. Secured by a general security charging
all of RAD’s present and after-acquired property. Along with the debt the Company issued warrants to purchase 350 Series F
shares. A derivative value of $ 368,762 was determined for the warrants including a derivative discount of $ 225,000 and derivative liability loss
of $ 143,762 . For the six months ended August 31, 2026, the Company recorded amortization expense of $ 0 , with an unamortized discount
of $ 225,000 at August 31, 2026.
- 29 -
Table of Contents
ARTIFICIAL
INTELLIGENCE TECHNOLOGY SOLUTIONS INC.
NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
12.
DERIVATIVE LIABILITY
As
of August 31 ,2026 the Company revalued the fair value of all of the Company’s derivative liabilities associated with the conversion
features on the convertible notes payable and warrants, and Preferred Series F warrants and determined that it had a total derivative
liability of $ 3,890,582 .
The
Company estimated the initial fair value of the derivative liabilities from the embedded conversion feature and an August 19, 2026
warrant having a value of $ 2,206,434 using
a Monte-Carlo simulation model using the following key assumptions during the six months ended August 31, 2026:
SCHEDULE
OF ESTIMATED FAIR VALUE OF DERIVATIVE LIABILITIES
Strike price
$ 0.004 - $ 0.036
Fair value of Company common stock
$ 0.004
- $ 0.117
Dividend yield
0.00 %
Expected volatility
117.88 %
- 139.11 %
Risk free interest rate
3.69 %
- 4.15 %
Expected term (years)
0.31
- 1.0
The
Company estimated the initial fair value of the derivative liabilities on the Series F warrants having a value of $ 1,459,056
using the Monte-Carlo simulation model using the following key assumptions during the six months ended August 31, 2026:
Strike price
$ 0.0004
- $ 0.036
Fair value of Company common stock
$ 0.004
- $ 0.0078
Dividend yield
0.00 %
Expected volatility
167.99 %
- 168.1 %
Risk free interest rate
4.69 %
- 4.77 %
Expected term (years)
10.34
- 10.42
The
changes in the derivative liabilities (Level 3 financial instruments) measured at fair value on a recurring basis for the six months
ended August 31, 2026 were as follows:
SCHEDULE
OF CHANGES IN DERIVATIVE LIABILITIES
Balance as of March 1, 2026
$ -
Derivative discount on convertible notes including $ 11,742 warrant liability
1,745,452
Derivative discount on Preferred Series F warrants included with debt
650,000
Derivative liability loss
1,495,130
Balance as of August 31, 2026
$ 3,890,582
For the six months ended August 31, 2026 the Company
included a derivative liability loss of $ 1,495,130 which was comprised of the following:
SCHEDULE
OF DERIVATIVE LIABILITY LOSS
Day-one derivative liability loss
1,270,038
Change in fair value of derivative liabilities
225,092
Total derivative liability loss at August 31, 2026
$ 1,495,130
- 30 -
Table of Contents
ARTIFICIAL
INTELLIGENCE TECHNOLOGY SOLUTIONS INC.
NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
13.
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. On August 5, 2026 the shareholder converted 62 shares
at a redemption value of $ 81,468 for 20,811,189 common shares and on August 21, 2026 another 47 shares at a redemption value of $ 61,758
for 21,319,222 common shares. A deemed dividend of $ 408,877 was recorded on all these conversions. During the six months ended August
31, 2026, dividends of 21 Series C shares having a value of $ 27,413 were accrued. At August 31, 2026, there were 243 outstanding series
C shares with a redemption value of $ 332,264 . At February 28, 2026, there were 417 outstanding series C shares with a redemption value
of $ 547,941 .
Series
F Convertible Preferred Shares
Each
holder of Series F Convertible Preferred Shares may, at any time and from time to time convert all, but not less than all, of their shares
into a number of fully paid and nonassessable shares of common stock determined by multiplying the number of issued and outstanding shares
of common stock of the Company on the date of conversion by three and 45 100ths (3.45) on a pro rata basis.
Summary
of Preferred Stock Warrant Activity
SUMMARY
OF PREFERRED STOCK WARRANT ACTIVITY
Number of Series F Preferred Warrants
Weighted Average
Exercise Price
Weighted Average
Remaining Years
Outstanding at February 28, 2026
939
$ 1.00
7.5
Issued
800
—
10.0
Exercised
—
—
—
Forfeited and cancelled
—
—
—
Outstanding at August 31, 2026
1,739
$ 1.00
7.9
Along
with the promissory notes dated July 30, 2026 for $ 225,000 ,
August 11, 2026 for $ 200,000 and
August 27, 2026 for $ 225,000 the
Company issued 225 ,
350 and
225 ,
on those respective dates, with a 10
year term and an exercise price of $ 1.00 .
A derivative discount of $ 650,000
was recorded.
- 31 -
Table of Contents
ARTIFICIAL
INTELLIGENCE TECHNOLOGY SOLUTIONS INC.
NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
Summary
of Common Stock Activity
-
The Company decreased authorized common shares from 27,500,000,000 to 12,000,000,000 on March 19, 2026.
-
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.
-
During the six months ended August 31, 2026, the Company issued 123,765,723
common shares with gross proceeds of $ 1,435,429
and net proceeds of $ 1,322,722
after issuance costs of $ 119,307 .
-
During the six months ended August 31, 2026, the Company issued 96,000,000
common shares having a fair value of $ 1,879,500
on exchange of debt to repay $ 332,590
in loans payable and $ 653,400
in accrued interest totaling $ 985,990
with a loss on settlement of debt of $ 893,510 .
-
During the six months ended August 31, 2026, the Company issued 35,767,014
common shares having a fair value of $ 149,992
on conversion of debt to repay $ 140,000
in loans payable and $ 9,992
in accrued interest.
-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. These shares were returned on July 13, 2026 and an offsetting entry was made.
-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.
-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.
-In
accordance with an Equity Purchase Agreement June 23, 2026 for $ 10,000,000 , 2,500,000 commitment fee shares at a fair value of $ 16,500
and are included in issuance costs for shares sold under this arrangement.
-During
the six months ended August 31, 2026, the Series C Preferred shareholder converted 407 Series C Preferred Shares having a value of $ 534,798
for 66,603,661 common shares with a deemed dividend of $ 408,877 .
- 32 -
Table of Contents
ARTIFICIAL
INTELLIGENCE TECHNOLOGY SOLUTIONS INC.
NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
The
common shares issued, issuable and outstanding at August 31, 2026 and February 28, 2026:
SUMMARY OF COMMON STOCK ISSUED AND OUTSTANDING
Common shares
August
31, 2026
February
28, 2026
Issued
595,009,245
267,872,804
Issuable
1,250,000
-
Issued, issuable and
outstanding
596,259,245
267,872,804
Summary
of Common Stock Warrant Activity
For
the three months and six months ended August 31, 2026 and August 31, 2025, the Company recorded a total of $ 33,975 and $ 94,483 , and $ 160,710
and $ 160,710 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 August 31, 2026
470,000
$ 0.004
0.94
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 August `31, 2026
1,732,121
$
2.00
1.60
- 33 -
Table of Contents
ARTIFICIAL
INTELLIGENCE TECHNOLOGY SOLUTIONS INC.
NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
14.
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. Rent expense and operating lease cost was $ 67,327 and $ 134,699 for the three and six months ended August 31,
2026, respectively, and $ 62,578 and $ 120,797 for the three and six months ended August 31, 2025, respectively.
SCHEDULE OF MATURITY OF OPERATING LEASE LIABILITIES
Maturity of
Lease Liabilities
Operating
Leases
August 31, 2027
$ 234,795
August 31, 2028
217,470
August 31, 2029
207,558
August 31, 2030
207,558
August 31, 2031
138,372
Total lease payments
1,005,753
Less: Interest
( 163,329 )
Present value of lease liabilities
$ 842,424
- 34 -
Table of Contents
ARTIFICIAL
INTELLIGENCE TECHNOLOGY SOLUTIONS INC.
NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
15.
EARNINGS (LOSS) PER SHARE
The
net income (loss) per common share amounts were determined as follows:
SCHEDULE OF NET INCOME (LOSS) PER COMMON SHARE
2026
2025
2026
2025
For the Three
Months Ended
For the Six
Months Ended
August
31,
August
31,
2026
2025
2026
2025
Numerator:
Net income (loss)
$ ( 6,838,473 )
$ 763,064
$ ( 12,554,310 )
$ ( 3,830,953 )
Deduct : Dividend on Series
C shares
( 315,405 )
( 29,871 )
( 408,877 )
( 29,871 )
Net income (loss )available to common shareholders
( 7,153,878 )
733,193
( 12,963,187 )
( 3,860,824 )
Denominator:
Weighted average shares – basic
451,014,825
184,694,421
388,485,442
169,935,566
Net income (loss) per
share – basic
$ ( 0.02 )
$ 0.00
$ ( 0.03 )
$ ( 0.02 )
Dilutive effect of common stock equivalents:
Convertible Series C Preferred Shares
—
7,045,296
—
—
Convertible Series F Preferred Shares
—
682,680,273
—
—
Stock options and warrants
—
2,261,775
—
—
—
691,987,344
—
—
Denominator:
Weighted average shares – diluted
451,014,825
876,681,766
388,485,442
169,935,566
Net income (loss) per
share – diluted
$ ( 0.02 )
$ 0.00
$ ( 0.03 )
$ ( 0.02 )
The
anti-dilutive shares of common stock equivalents for the three and six months ended August 31, 2026 and 2025 were as follows:
SCHEDULE OF ANTI-DILUTIVE SHARES OF COMMON STOCK EQUIVALENTS
2026
2025
2026
2025
For the Three
Months Ended
For the Six
Months Ended
August
31,
August
31,
2026
2025
2026
2025
Convertible or exchangeable debt
and accrued interest
14,478,810,811
—
14,478,810,811
—
Convertible Series C Preferred Shares
96,587,891
—
96,587,891
7,045,296
Convertible Series F Preferred Shares
2,057,094,397
—
2,057,094,397
682,680,273
Stock options and warrants
2,202,121
—
2,202,121
2,261,775
Total
16,634,695,220
—
16,634,695,220
691,987,344
16.
SUBSEQUENT EVENTS
Subsequent
to August 31, 2026:
—
The Company issued 63,547,330 common shares pursuant to an equity purchase agreement for gross proceeds of $ 155,658 , issuance costs of
$ 6,226 and net proceeds of $ 149,432 . In addition the Company issued another 27,600,595 common shares for estimated gross proceeds of
$ 46,369 , the exact shares and purchase price will be determined at the end of the valuation period which falls after this reporting date.
—
The Company issued 32,000,000 common shares to a lender to settle $ 61,440 in accrued interest pursuant to exchange agreements with the
lender.
—
The Company issued 84,931,298 common shares to a lender to convert $ 150,000 in principal, $ 8,541 in accrued interest and $ 2,880 in fees
for a total of $ 161,421 .
—
The Preferred Series C shareholder converted 93 Preferred Series C shares at a redemption value of $ 122,202 for 58,719,743 common shares.
—
on September 30, 2026, the Company issued a $ 120,000 note repayable in 40 weekly payments of $ 3,000 starting October 9, 2026. Cash proceeds
were $ 100,000 with a $ 20,000 original issue discount. Non-interest bearing. Secured by a general security charging all of RAD’s
present and after-acquired property. Along with the debt the Company issued warrants to purchase 150 Series F shares with a $ 1.00 exercise
price and a December 31, 2036 maturity.
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Table of Contents
ITEM
2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Forward-Looking
Statements
The
following discussion of our financial condition and results of operations for the three and six months ended August 31, 2026 and August
31, 2025 should be read in conjunction with our unaudited consolidated financial statements and the notes to those statements that are
included elsewhere in this report. Our discussion includes forward-looking statements based upon current expectations that involve risks
and uncertainties, such as our plans, objectives, expectations and intentions. Actual results and the timing of events could differ materially
from those anticipated in these forward-looking statements as a result of a number of factors, including those set forth under Item 1A.
Risk Factors appearing in our Annual Report on Form 10-K for the year ended February 28, 2026, as filed on June 9, 2026 with the SEC.
We use words such as “anticipate,” “estimate,” “plan,” “project,” “continuing,”
“ongoing,” “expect,” “believe,” “intend,” “may,” “will,” “should,”
“could,” and similar expressions to identify forward-looking statements.
Unless
expressly indicated or the context requires otherwise, the terms “AITX”, the “Company”, “we”, “us”,
and “our” refer to Artificial Intelligence Technology Solutions Inc.
Overview
AITX
was incorporated in Florida on March 25, 2010, under the name On the Move Systems Corp., and reincorporated into Nevada on February 17,
2015. On August 24, 2018, the Company changed its name to Artificial Intelligence Technology Solutions Inc. AITX’s fiscal year
end is February 28 (February 29 during leap year). AITX’s principal executive offices are located at 10800 Galaxie Avenue, Ferndale,
Michigan 48220, and our telephone number is (877) 787-6268.
AITX’s
mission is to apply artificial intelligence to solve enterprise problems that are expensive, repetitive, difficult to staff, and outside
the core competencies of the client organization.
AITX
is a vertically integrated developer and operator of artificial intelligence-driven security and operational automation solutions. Through
our wholly owned subsidiaries, principally Robotic Assistance Devices, Inc. (“RAD”), we design, manufacture, deploy, and
support a portfolio of stationary devices, mobile autonomous platforms, and software products powered by SARA™ (Speaking Autonomous
Responsive Agent), our proprietary agentic AI platform. SARA enables our devices to perceive, decide, communicate, and act in real time,
escalating to human operators only when needed. Our long-term design target for the portfolio, which we refer to as “RAD Town,”
is described in Item 1 of our Annual Report on Form 10-K for the fiscal year ended February 28, 2026 (the “Annual Report”).
Substantially
all of our revenue is generated through recurring monthly subscription contracts, typically with minimum twelve-month initial terms,
under a Solutions-as-a-Service model in which the Company retains ownership of the deployed hardware; we also sell units outright to
a limited number of enterprise customers. Device rental revenue represented approximately 89% of total revenue for the three months ended
August 31, 2026.
We
view our commercial activity as proceeding along three principal sales avenues, each conducted through a dedicated wholly owned subsidiary
and each integrated with SARA:
● Stationary
solutions (RAD-I). Robotic Assistance Devices, Inc. operates our stationary product portfolio,
including ROSA™, our most widely deployed device; RIO™, a portable solar-powered
security tower; AVA™, a vehicle gate access solution; TOM™, a visitor and front-desk
management solution; and ROSS™ and RAM™, which add SARA-enabled analytics and
response to existing third-party cameras. These solutions are typically deployed at building
entries, gates, perimeters, parking facilities, and interior chokepoints, and RAD-I remains
the largest contributor to consolidated revenue.
● Mobile
autonomous solutions (PURSUON). Our mobile autonomous platform business is centered on
ROAMEO™, a fully autonomous outdoor security patrol vehicle that operates without on-site
human pilots. In August 2026, Robotic Assistance Devices Mobile, Inc. was renamed Pursuon
Inc. (“PURSUON”); PURSUON remains wholly owned by the Company, and RAD is the
exclusive reseller of ROAMEO. Commercial deployment and recurring billing of ROAMEO commenced
in May 2026, and as of August 31, 2026, two ROAMEO units were deployed and generating recurring
revenue.
● Agentic
AI platform and partnerships (RAD-G). Robotic Assistance Devices Group, Inc. holds, develops,
and commercializes the SARA platform and operates our platform partnership strategy with
monitoring platforms and central stations, third-party hardware manufacturers, dealers and
integrators, and enterprise end users. During the quarter, RAD stationary devices completed
user acceptance testing and became available on the production environment of Immix, a central
station monitoring software platform, following the integration announced in March 2026.
Robotic Assistance Devices Lanka (Private) Limited, our Sri Lanka subsidiary, operates as
a wholly owned subsidiary of RAD-G and provides engineering and production capacity.
RAD
solutions are differentiated because they:
1.
Begin with an AI-driven
autonomous response through SARA, and escalate to a human operator only when needed.
2.
Run on hardware purpose-built
by RAD and assembled at our facility in Ferndale, Michigan, in form factors designed for each application.
3.
Are delivered through RAD-developed
software and cloud services, allowing enterprise IT and security teams to focus on their core competencies instead of maintaining
complex video and security platforms.
We
sell business-to-business through a direct enterprise sales team and an authorized dealer network of more than one hundred dealers across
the United States, Canada, and the European Union, which addresses small and middle-market accounts and provides geographic reach that
direct sales cannot economically cover. As of August 31, 2026, we had approximately 1,000 devices deployed, primarily in the United States
and Canada, with early deployments in Europe. Our customer base spans logistics, healthcare, commercial real estate, manufacturing, retail,
education, and government, and includes one Fortune Top 10 enterprise and several additional Fortune 500 enterprises. We have maintained
SOC 2 Type 2 status since February 2025.
Our
principal corporate website is www.aitx.ai, where our press releases and SEC filings are available. Information on our websites is not
incorporated by reference into this report.
- 36 -
Table of Contents
Management
Discussion and Analysis
Results
of Operations for the Three Months Ended August 31, 2026 and 2025
The
following table shows our results of operations for the three months ended August 31, 2026 and 2025. The historical results presented
below are not necessarily indicative of the results that may be expected for any future period.
Period
Three Months Ended
Three Months Ended
Change
August
31, 2026
August
31, 2025
Dollars
Percentage
Revenues
$ 1,985,604
$ 1,888,749
$ 96,855
5 %
Gross profit
1,063,301
1,344,865
(281,564 )
(21 %)
Operating expenses
3,743,697
3,654,024
89,673
2 %
Loss from operations
(2,680,396 )
(2,309,159 )
(371,238 )
16 %
Other income (expense),
net
(4,158,077 )
3,072,223
(7,230,300 )
(235 %)
Net Income (Loss)
$ (6,838,473 )
$ 763,064
$ (7,601,539 )
(996 %)
Revenue
The
following table presents revenues from contracts with customers disaggregated by product/service:
Three
Months Ended
Three
Months Ended
Change
August
31, 2026
August
31, 2025
Dollars
Percentage
Device rental activities
$ 1,765,293
$ 1,695,471
$ 69,822
4 %
Direct sales of goods
and services
220,311
193,278
27,033
14 %
$ 1,985,604
$ 1,888,749
$ 96,855
5 %
Total
revenue for the three-month period ended August 31, 2026 was $1,985,604 which represented an increase of $96,855 compared to total
revenue of $1,888,749 for the three months ended August 31, 2025. Rental activities increased by 2% over the prior year’s
quarter and direct sales increased by 14%. Rental activities small increase is attributable to the loss of business from one
customer, who due to its own cost cutting initiatives which began in December 2025, went from contributing to 46% of the
Company’s revenues in 2025, to 18% of the Company’s revenues in 2026. The Company managed to increase its revenues from
other customers by approximately $617,000 to overcome this lost revenue and end up with 5% growth over the prior year’s
quarter.
Gross
profit
Total
gross profit for the three-month period ended August 31, 2026 was $1,063,301, which represented an decrease of $281,564 compared to gross
profit of $1,344,865 for the three months ended August 31, 2025. The gross profit decreased due to an inventory write down of $270,987.
The Company was not able to realize sales on this product due to the high cost of developing and selling to a new retail market. The
Company has decided to rather focus on software initiatives instead. The gross profit % of 54% for the three-month period ended August
31, 2026 was lower than the gross profit % of 71% for the prior year’s corresponding period. Without the inventory write down the
2026 gross profit would have been 67% which is more consistent with the prior year but still slightly lower due to overhead allocations
and different product mix.
Operating
Expenses
Period
Three
Months Ended
Three
Months Ended
Change
August
31, 2026
August
31, 2025
Dollars
Percentage
Research and development
$ 1,062,671
$ 919,714
$ 142,957
16 %
General and administrative
2,579,273
2,634,832
(55,559 )
(2 %)
Depreciation and amortization
34,426
36,900
(2,474 )
(7 %)
Operating lease cost and
rent
67,327
62,578
4,749
8 %
Operating expenses
$ 3,743,697
$ 3,654,024
$ 89,674
2 %
- 37 -
Table of Contents
Our
operating expenses were comprised of general and administrative expenses, research and development, and depreciation. General and administrative
expenses consisted primarily of professional services, automobile expenses, advertising, salaries and wages, travel expenses and consultants.
Our operating expenses during the three-month period ended August 31, 2026 and August 31, 2025, were $3,743,697and $3,654,024, respectively.
The overall increase of $89,674 was primarily attributable to the following changes in operating expenses of:
●
General
and administrative expenses decreased by $55,559. In comparing the three months ended August 31, 2026 and August 31, 2025 the decrease
in G&A was primarily due to decreases in: wages and salaries of $95,188, stock-based compensation of $46,380, and travel $53,262.
These increases were partially offset by increase in: professional fees of $77,716, repairs and maintenance of $49,065 ,office expenses
of $8,603 and with other net G& A account increases.
●
Research
and development increased by $142,957 due to an increase in software development.
●
Depreciation
and amortization decreased by $2,474 due to changes in estimates for the allocation of revenue earning devices not in use.
●
Operating
lease cost and rent increased by $4,749.
Other
Income (Expense)
Other
income (expense) consisted of interest , change in fair value of derivatives, and gains (losses) on settlement of debt . Other income
(expense) during the three months ended August 31, 2026 and August 31, 2025, was (4,158,077) and $3,072,223, respectively. The $7,230,300
increase in other expense was primarily attributable to the gain on settlement of debt of $4,370,185 in the prior year as well as increases,
in interest expense , amortization of discounts including new derivative discounts, derivative liability loss and losses on debt settlements.
Net
income (loss)
We
had a net loss of $6,838,473 for the three months ended August 31, 2026, compared to net income of $763,064 for the three months ended
August 31, 2025. The increase in net loss of $7,601,539 is a result of lower gross profit and higher other expense.
Results
of Operations for the Six Months Ended August 31, 2026 and 2025
The
following table shows our results of operations for the six months ended August 31, 2026 and 2025 The historical results presented below
are not necessarily indicative of the results that may be expected for any future period.
Revenue
Period
Six
Months Ended
Six
Months Ended
Change
August
31, 2026
August
31, 2025
Dollars
Percentage
Revenues
$ 3,816,806
$ 3,743,586
$ 73,220
2 %
Gross profit
2,247,125
2,578,366
(331,241 )
(13 %)
Operating expenses
7,636,884
8,066,193
(429,309 )
(5 %)
Loss from operations
(5,389,759 )
(5,487,827 )
98,068
(2 %)
Other income (expense),
net
(7,164,551 )
1,656,874
(8,821,425 )
532 %
Net loss
$ (12,554,310 )
$ (3,830,953 )
$ (8,723,357 )
228 %
The
following table presents revenues from contracts with customers disaggregated by product/service:
Six
Months Ended
Six
Months Ended
Change
August
31, 2026
August
31, 2025
Dollars
Percentage
Device rental activities
$ 3,378,388
$ 3,322,757
$ 55,631
2 %
Direct sales of goods
and services
438,418
420,829
17,589
4 %
$ 3,816,806
$ 3,743,586
$ 73,220
2 %
- 38 -
Table of Contents
Total
revenue for the six-month period ended August 31, 2026 was $3,816,806 which represented an increase of $73,220 compared to total revenue
of $3,743,586 for the six months ended August 31, 2025. Rental activities increased by 2% over the prior year’s six-month period
and direct sales increased by 4%. Rental activities small increase is attributable to the loss of business from one customer, who due
to its own cost cutting initiatives which began in December 2025, went from contributing to 47% of the Company’s revenues in 2025,
to 19% of the Company’s revenues in 2026. The Company managed to increase its revenues from other customers by approximately $1,094,000
to overcome this lost revenue and end up with 2% growth over the prior year’s six-month period.
Gross
profit
Total
gross profit for the six-month period ended August 31, 2026 was $2,247,125 which represented a decrease of $331,241, compared to gross
profit of $2,578,366 for the six months ended August 31, 2025. The gross profit decreased due to an inventory write down of $270,987.
The Company was not able to realize sales on this product due to the high cost of developing and selling to a new retail market. The
Company has decided to rather focus on software initiatives instead. The gross profit % of 59% for the six-month period ended August
31, 2026 was lower than the gross profit % of 69% for the prior year’s corresponding period. Without the inventory write down the
2026 gross profit would have been 66% which is more consistent with the prior year but still slightly lower due to overhead allocations
and different product mix.
Operating
Expenses
Period
Six
Months Ended
Six
Months Ended
Change
August
31, 2026
August
31, 2025
Dollars
Percentage
Research and development
$ 1,948,264
$ 2,007,333
$ (59,069 )
(3 %)
General and administrative
5,486,849
5,867,042
(380,193 )
(6 %)
Depreciation and amortization
67,072
71,021
(3,949 )
(6 %)
Operating lease cost and
rent
134,699
120,797
13,902
12 %
Operating expenses
$ 7,636,884
$ 8,066,193
$ (429,309 )
(5 %)
General
and administrative expenses consisted primarily of professional services, automobile expenses, advertising, salaries and wages, travel
expenses and consultants. Our operating expenses during the six-month period ended August 31, 2026 and August 31, 2025, were $7,636,884
and $8,066,193, respectively. The overall decrease of $429,309 was primarily attributable to the following changes in operating expenses
of:
●
General
and administrative expenses decreased by $380,193. In comparing the six months ended August 31, 2026 and August 31, 2025 the increase
may be partially explained by the following decreases: wages and salaries by $322,332, travel by $21,500, stock-based compensation
by $66,727, and RMC costs by $123,940. These were partially offset by increases in the following accounts: office expenses by $112,470,
professional fees by $32,549 commission by $14,858 and with other net G& A account increases.
●
Research
and development decreased by $59,069 due to a shift in personnel from R&D paid to a company partially owned by a principal shareholder
, to more cost efficient outside contractors.
●
Depreciation
and amortization decreased by $3,949.
●
Operating
lease cost and rent increased by $13,902 due to an increase in short term leases.
Other
Income (Expense)
Other
income (expense) during the six months ended August 31, 2026 and August 31, 2025, was (7,164,551) and $1,656,874, respectively. The $8,821,425
increase in other expense was primarily to the gain on settlement of debt of $4,370,185 in the prior year as well as increases, in interest
expense , amortization of discounts including new derivative discounts, derivative liability loss and losses on debt settlements.
Net
loss
We
had a net loss of $12,554,310 for the six months ended August 31, 2026, compared to a net loss of $3,830,953 for the six months ended
August 31, 2025. The increase in net loss of $8,723,357 is a result of lower gross profit and higher other expense.
- 39 -
Table of Contents
Liquidity,
Capital Resources and Cash Flows
Management
believes that we will continue to incur losses for the immediate future. Therefore, we will need additional equity or debt financing
until we can achieve profitability and positive cash flows from operating activities, if ever. These conditions raise substantial doubt
about our ability to continue as a going concern. Our unaudited condensed consolidated financial statements do not include and adjustments
relating to the recovery of assets or the classification of liabilities that may be necessary should we be unable to continue as a going
concern.
As
of August 31, 2026, we had a cash balance of $220,275, accounts receivable of $947,146, device parts inventory of $1,261,080 and $58,906,967
in current liabilities. At the current cash consumption rate, we will need to consider additional funding sources going forward. We are
taking proactive measures to reduce operating expenses and drive growth in revenue.
The
successful outcome of future activities cannot be determined at this time and there is no assurance that, if achieved, we will have sufficient
funds to execute our intended business plan or generate positive operating results.
Capital
Resources
The
following table summarizes total current assets, liabilities and working capital (deficit) for the periods indicated:
August
31, 2026
February
28, 2026
Current assets
$ 3,012,097
$ 2,935,003
Current liabilities
58,906,967
19,952,748
Working capital
$ (55,894,870 )
$ (17,017,745 )
As
of August 31, 2026 and February 28, 2026, we had a cash balance of $220,275 and $109,043, respectively.
Summary
of Cash Flows
Summary of
Cash Flows
Six
Months Ended
August 31, 2026
Six
Months Ended
August 31, 2025
Net cash used in operating activities
$ (4,820,842 )
$ (5,400,554 )
Net cash used in investing activities
$ (16,438 )
$ (10,420 )
Net cash provided by financing activities
$ 4,948,512
$ 4,868,020
Net
cash used in operating activities.
Net
cash used in operating activities for the six months ended August 31, 2026 was $4,820,842 which included a net loss of $12,554,310 non-cash
activity such as , inventory provision $270,987 ,bad debts expense of $40,000, reduction of right of use asset of $77,960, accretion
of lease liability $44,627, stock based compensation of $94,483, loss on settlement of debt $893,510, derivative discount in excess of
fair value of debt $1,270,038, change in fair value of derivative liabilities $225,092, change in operating assets and liabilities of
$2,782,608, amortization of debt discount of $1,036,482, decrease in related party accrued payroll and interest of $117,239 and depreciation
and amortization of $1,114,920 to derive the uses of cash in operations.
Net
cash used in investing activities.
Net
cash used in investing activities for the six months ended August 31, 2026 was $16,438 and consisted of $15,600 for the purchase of fixed
assets, and $838 for acquisition of trademarks.
Net
cash provided by financing activities.
Net
cash provided by financing activities was $4,948,512 for the six months ended August 31, 2026. This consisted of share proceeds net of
issuance costs of 1,332,722, proceeds from loans payable of $4,594,328, proceeds from Series C redeemable convertible preferred shares
of $200,000 and reduced by repayments on loans payable of $1,178,538.
Off-Balance
Sheet Arrangements
None.
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Table of Contents
Critical
Accounting Policies and Estimates
Critical
accounting policies and estimates are further discussed in our Annual Report on Form 10-K for the year ended February 28, 2026, as filed
on June 9, 2026.
Related
Party Transactions
For
the three months ended August 31, 2026, the Company had net advances from its loan payable-related party of $12,448 and for the six months
ended August 31, 2026, the Company had net repayments from its loan payable-related party of 117,239. For the three months and six months
ended August 31, 2025 , the Company had no repayments of net advances from its loan payable-related party. At August 31, 2026 the loan
payable-related party was $344,394 and $461,633 at February 28, 2026. Included in the balance due to the related party at August 31,
2026 is $267,862 of deferred salary and interest, $159,263 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 August 31, 2026, and February 28, 2026, was $89,699, and $79,268, respectively.
During
the six months ended August 31, 2026, the Company paid out gross payments to the CEO of $359,888 offset by a bonus accrual of $500,000,
which yields a net increase of $140,112 relating to deferred compensation for CEO. This was all in accordance with a December 2023 board
action allowing for $1 million of annual discretionary compensation as well as a February 28, 2025, board action which provided an additional
$1.5 million in compensation. The balance of deferred compensation for CEO was $1,951,968 and $1,811,856 at August 31, 2026, and February
28, 2026, respectively.
During
the six months ended August 31, 2025, the Company paid out gross payments to the CEO of $1,504,917 offset by a bonus accrual of $500,000,
which yields a net change of $1,004,917 relating to deferred compensation for CEO. This was all in accordance with a December 2023 board
action allowing for $1 million of annual discretionary compensation as well as a February 28, 2025.
For
the three and six months ended August 31, 2026, the Company accrued $0 (three and six months ended August 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. At August 31, 2026, and February 28, 2026, there was $5,500,000 and $5,500,000 of incentive compensation payable.
During
the three months ended August 31, 2026 and 2025, the Company was charged $555,186 and $598,277, respectively for fees for research and
development from a company partially owned by a principal shareholder.
During
the six months ended August 31, 2026 and 2025, the Company was charged $945,316 and $1,335,152, respectively for fees for research and
development from a company partially owned by a principal shareholder. The principal shareholder received no compensation from this partially
owned research and development company and the fees were spent on core development projects. As at both August 31, 2026, and February
28, 2026, the balance due to this company was $76,532 and $160,557, respectively.
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Table of Contents
ITEM
3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Not
applicable for a smaller reporting company.
ITEM
4. CONTROLS AND PROCEDURES
Management’s
Report on Internal Control over Financial Reporting
We
carried out an evaluation, under the supervision and with the participation of our management, including our principal executive officer
and principal financial officer, of the effectiveness of our disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e)
and 15d-15(e)) as of August 31, 2026. Based upon that evaluation, our principal executive officer and principal financial officer concluded
that, as of August 31, 2026, our disclosure controls and procedures were not effective to ensure that information required to be disclosed
in reports filed by us under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the required
time periods and is accumulated and communicated to our management, including our principal executive officer and principal financial
officer, as appropriate to allow timely decisions regarding required disclosure.
1.
As
of August 31, 2026, we did not maintain effective controls over our control environment. Specifically, we have not developed and
effectively communicated to our employees our accounting policies and procedures. This has resulted in inconsistent practices. Further,
the Board of Directors does not currently have any independent members and no director qualifies as an audit committee financial
expert as defined in Item 407(d)(5)(ii) of Regulation S-K. Since these entity level programs have a pervasive effect across the organization,
management has determined that these circumstances constitute a material weakness.
2.
As
of August 31, 2026, we did not maintain effective controls over financial statement disclosure. Specifically, controls were not designed
and in place to ensure that all disclosures required were originally addressed in our financial statements. Accordingly, management
has determined that this control deficiency constitutes a material weakness.
Our
management, including our principal executive officer and principal financial officer, do not expect that our disclosure controls and
procedures or our internal controls will prevent all error or fraud. A control system, no matter how well conceived and operated, can
provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control
system must reflect the fact that there are resource constraints and the benefits of controls must be considered relative to their costs.
Due to the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues
and instances of fraud, if any, have been detected.
- 42 -
Table of Contents
PART
II — OTHER INFORMATION
ITEM
1. LEGAL PROCEEDINGS
None.
ITEM
1A. RISK FACTORS
This
item is not applicable to smaller reporting companies.
ITEM
2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
Each
issuance of securities was issued without registration in reliance of the exemption from registration Section 3(a)9 of the Securities
Act of 1933.
Date
Transaction
Consideration
Shares
Issued
Number of shares outstanding March 1, 2026
267,872,804
March 9, 2026
Debt exchange*
$224,000 in accrued interest exchanged for
common shares at a fair value of $280,000 for a loss on settlement of debt of $56,000
7,000,000
March 12, 2026
Common share issuance
Rounding shares on reverse split
43
March 19,2026
Series C share issuance*
Issuance of 222 Series C Convertible Preferred
including 22 Series C share Commitment fee for proceeds of $200,000
—
March 19,2026
Conversion of Series C Preferred Shares*
Conversion of 165 Series C shares for fair value of $216,810
13,550,625
March 20,2026
Debt exchange*
$112,000 in accrued interest exchanged for
common shares at a fair value of $630,700 for a loss on settlement of debt of $518,700
7,000,000
March 25,2026
Convertible debt issuance*
$110,000 Convertible note that converts after
180 days at 80% of the lowest traded price 15 prior trading days
—
March 25, 2026
Convertible debt issuance*
$630,000 Convertible note that converts after
180 days with penalty at 20% of the lowest traded price 15 prior trading days. This loan was repaid May 5, 2026.
—
March 25, 2026
Common share issuance*
Commitment fee returnable to the Company as
$630,00 debt was repaid on May 5, 2025
14,100,000
April 9, 2026
Convertible debt issuance*
$257,000 Convertible note that converts after
180 days at 65% of the average of the three lowest traded prices 10 prior trading days
—
April 20, 2026
Convertible debt issuance*
$277,778 Convertible note that converts at
75% of the lowest traded prices 10 prior trading days
—
April 20, 2026
Common share issuance*
Commitment fee on April 20 ,2026 convertible
note
5,000,000
May 1, 2026
Convertible debt issuance*
$257,000 Convertible note that converts after
180 days at 65% of the average of the three lowest traded prices 10 prior trading days
—
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Table of Contents
April 27, 2026
Debt exchange*
$185,600 in accrued interest exchanged for
common shares at a fair value of $220,800 for a loss on settlement of debt of $35,200
8,000,000
May 4, 2026
Convertible debt issuance*
$700,000 Convertible note that converts at
65% of the lowest closing bid prices 10 prior trading days
—
May 4, 2026
Common share issuance*
Commitment fee issuable on
May 4 ,2026 convertible note (2)
1,250,000
May 5, 2026
Debt exchange*
$80,000 in accrued interest exchanged for common
shares at a fair value of $100,000 for a loss on settlement of debt of $20,000
5,000,000
May 6, 2026
Conversion of Series C Preferred Shares*
Conversion of 40 Series C shares for fair value of $52,560
3,285,000
May 12, 2026
Conversion of Series C Preferred Shares*
Conversion of 93 Series C shares for fair value of $122,202
7,637,625
May 27, 2026
Debt exchange*
$144,300 in principal and accrued interest
exchanged for common shares at a fair value of $222,000 for a loss on settlement of debt of $77,700
12,000,000
May 29, 2026
Convertible debt issuance*
$138,889 Convertible note that converts at
65% of the lowest traded prices 10 prior trading days
—
June 3, 2026
Convertible debt issuance*
$230,000 Convertible note that converts at
65% of the lowest traded prices 20 prior trading days
—
June 9, 2026
Convertible debt issuance*
$55,000 Convertible note that converts at 65%
of the lowest traded prices 10 prior trading days
—
June 9, 2026
Convertible debt issuance*
$110,000 Convertible note that converts at
65% of the lowest traded prices 10 prior trading days
—
June 12, 2026
Debt exchange*
$89,700 including $75,200 in principal and
$14,500 in accrued interest exchanged for common shares at a fair value of $138,000 for a loss on settlement of debt of $48,300
12,000,000
June 15, 2026
Convertible debt issuance*
$165,000 Convertible note that converts at
65% of the lowest traded prices 10 prior trading days
—
June 20, 2026
Convertible debt issuance*
$157,000 Convertible note that converts at
65% of the lowest traded prices 10 prior trading days
—
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Table of Contents
June 24, 2026
Convertible debt issuance*
$166,667 Convertible note that
converts at 60% of the lowest traded prices 20 prior trading days
—
July 8, 2026
Debt conversion*
$10,000 in principal and $610 in accrued interest
for common shares
1,441,576
July 13, 2026
Share cancellation
Cancellation of March 25, 2026 shares issued
a returnable commitment fee
(14,100,000 )
July 21, 2026
Debt conversion*
$20,000 in principal and $1,307 in accrued
interest for common shares
3,859,904
July 22, 2026
Debt exchange*
$80,730 in principal exchanged for common shares
at a fair value of $126,000 for a loss on settlement of debt of $45,270
18,000,000
July 29, 2026
Debt conversion*
$20,000 in principal and $1,360 in accrued
interest for common shares
4,306,452
August 8, 2026
Series C conversion*
62 Series C shares at a redemption value of
$ 81,468
20,811,189
August 6, 2026
Debt conversion*
$20,000 in principal and $1,413 in accrued
interest for common shares
4,866,666
August 11, 2026
Convertible debt issuance*
$209,300 Convertible note that converts at
65% of the lowest traded prices 10 prior trading days
—
August 13, 2026
Debt conversion*
$20,000 in principal and $1,460 in accrued
interest for common shares
4,877,273
August 19, 2026
Convertible debt issuance*
$150,000 Convertible note that converts at
65% of the lowest traded prices 20 prior trading days
—
August 21, 2026
Series C conversion*
47 Series C shares at a redemption value of
$ 61,758
21,319,222
August 24, 2026
Debt conversion*
$20,000 in principal and $1,917 in accrued
interest for common shares
8,206,302
August 25, 2026
Debt conversion*
$20,000 in principal and $1,925 in accrued
interest for common shares
8,208,841
August 26, 2026
Debt exchange*
$69,660 in principal exchanged for common shares
at a fair value of $162,000 for a loss on settlement of debt of $92,340
27,000,000
March 1, 2026-August 31,
2026
Other registered sales
Various prices
123,765,723
Number of shares outstanding August 31,
2026
596,259,245
*
Sold under rule 144
- 45 -
Table of Contents
ITEM
3. DEFAULTS UPON SENIOR SECURITIES
The
Company has not defaulted upon senior securities.
ITEM
4. MINE SAFETY DISCLOSURES
Not
applicable to the Company.
ITEM
5. OTHER INFORMATION
None.
ITEM
6. EXHIBITS
Exhibit
No.
Description
of Document
3.1
Articles of Incorporation (1)
3.2
Bylaws (2)
14
Code of Ethics (2)
21
Subsidiaries of the Registrant (3)
31.1
Rule 13(a)-14(a)/15(d)-14(a) Certification of principal executive officer. (3)
31.2
Rule 13(a)-14(a)/15(d)-14(a) Certification of principal financial and accounting officer. (3)
32.1
Section 1350 Certification of principal executive officer. (3)
32.2
Section 1350 Certification of principal financial accounting officer. (3)
101.INS
Inline
XBRL Instance Document – the instance document does not appear in the Interactive Data File because XBRL tags are embedded
within the Inline XBRL document. (3)
101.SCH
Inline
XBRL Taxonomy Extension Schema Document (3)
101.CAL
Inline
XBRL Taxonomy Extension Calculation Linkbase Document (3)
101.DEF
Inline
XBRL Taxonomy Extension Definition Linkbase Document (3)
101.LAB
Inline
XBRL Taxonomy Extension Label Linkbase Document (3)
101.PRE
Inline
XBRL Taxonomy Extension Presentation Linkbase Document (3)
104
Cover
Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) (3)
(1)
Incorporated
by reference to our Form 10-KT file with the Securities and Exchange Commission on March 12, 2018.
(2)
Incorporated
by reference to our Form S-1 filed with the Securities and Exchange Commission on August 4, 2010.
(3)
Filed
or furnished herewith.
- 46 -
Table of Contents
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned thereunto duly authorized.
Artificial
Intelligence Technology Solutions Inc.
Date:
October 20, 2026
BY:
/s/
Steven Reinharz
Steven
Reinharz
President,
Chief Executive Officer (principal executive officer)
Date:
October 20, 2026
BY:
/s/
Anthony Brenz
Anthony
Brenz
Chief
Financial Officer (principal financial officer)
- 47 -
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.