CONTROLS AND PROCEDURES
−Removed: of Disclosure Controls and Procedures
−Removed: of February 29, 2024, we carried out an evaluation, under the supervision and with the participation of our management, including our
−Removed: principal executive officer and principal financial officer, of the effectiveness of our disclosure controls and procedures (as defined
−Removed: in Exchange Act Rules 13a-15(e) and 15d-15(e)).
−Removed: Based upon that evaluation, our principal executive officer and principal financial officer
−Removed: concluded that, as of February 29, 2024, our disclosure controls and procedures were not effective to ensure that information required
−Removed: to be disclosed in reports filed under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the
−Removed: required time periods and is accumulated and communicated to our management, including our principal executive officer and principal
−Removed: financial officer, as appropriate to allow timely decisions regarding required disclosure.
−Removed: on Systems of Controls
−Removed: management, including our principal executive officer and principal financial officer, does not expect that our disclosure controls and
−Removed: procedures or our internal controls will prevent all error or fraud.
−Removed: A control system, no matter how well conceived and operated, can
−Removed: provide only reasonable, not absolute, assurance that the objectives of the control system are met.
−Removed: Further, the design of a control
−Removed: system must reflect the fact that there are resource constraints and the benefits of controls must be considered relative to their costs.
−Removed: Due to the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues
−Removed: and instances of fraud, if any, have been detected.
−Removed: To address the material weaknesses identified in our evaluation, we performed additional
−Removed: analysis and other post-closing procedures in an effort to ensure our consolidated financial statements included in this annual report
−Removed: have been prepared in accordance with generally accepted accounting principles.
−Removed: Accordingly, management believes that the financial statements
−Removed: included in this report fairly present in all material respects our financial condition, results of operations and cash flows for the
−Removed: periods presented.
−Removed: Report on Internal Control over Financial Reporting
−Removed: management is responsible for establishing and maintaining adequate internal control over financial reporting.
−Removed: Internal control over
−Removed: financial reporting is defined in Rule 13a-15(f) or 15d-15(f) promulgated under the Securities Exchange Act of 1934 as a process designed
−Removed: by, or under the supervision of, the Company’s principal executive and principal financial officers and effected by the Company’s
−Removed: board of directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting
−Removed: and the preparation of financial statements for external purposes in accordance with accounting principles generally accepted in the
−Removed: United States of America and includes those policies and procedures that:
−Removed: to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets
−Removed: of the Company;
−Removed: reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with
−Removed: accounting principles generally accepted in the United States of America and that receipts and expenditures of the company are being
−Removed: made only in accordance with authorizations of management and directors of the company;
−Removed: reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s
−Removed: assets that could have a material effect on the financial statements.
−Removed: of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.
−Removed: Projections of any evaluation
−Removed: of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that
−Removed: the degree of compliance with the policies or procedures may deteriorate.
−Removed: All internal control systems, no matter how well designed,
−Removed: have inherent limitations.
−Removed: Therefore, even those systems determined to be effective can provide only reasonable assurance with respect
−Removed: to financial statement preparation and presentation.
−Removed: Because of the inherent limitations of internal control, there is a risk that material
−Removed: misstatements may not be prevented or detected on a timely basis by internal control over financial reporting.
−Removed: However, these inherent
−Removed: limitations are known features of the financial reporting process.
−Removed: Therefore, it is possible to design into the process safeguards to
−Removed: reduce, though not eliminate, this risk.
−Removed: of February 29, 2024, management assessed the effectiveness of our internal control over financial reporting based on the criteria for
−Removed: effective internal control over financial reporting established in Internal Control-Integrated Framework (2013 framework) issued by the
−Removed: Committee of Sponsoring Organizations of the Treadway Commission and SEC guidance on conducting such assessments.
−Removed: Based on that evaluation,
−Removed: they concluded that, during the period covered by this report, such internal controls and procedures were not effective to detect the
−Removed: inappropriate application of U.S.
−Removed: GAAP rules as more fully described below.
−Removed: This was due to deficiencies that existed in the design or
−Removed: operation of our internal controls over financial reporting that adversely affected our internal controls and that may be considered
−Removed: to be material weaknesses.
−Removed: matters involving internal controls and procedures that our management considered to be material weaknesses under the criteria established
−Removed: in Internal Control – Integrated Framework (2013) by the Committee of Sponsoring Organizations of the Treadway Commission (COSO)
+Added: Evaluation of Disclosure Controls and Procedures
+Added: As of February 28, 2025, we carried out an evaluation,
+Added: under the supervision and with the participation of our management, including our principal executive officer and principal financial
+Added: officer, of the effectiveness of our disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)).
+Added: upon that evaluation, our principal executive officer and principal financial officer concluded that, as of February 28, 2025, our disclosure
+Added: controls and procedures were not effective to ensure that information required to be disclosed in reports filed under the Securities Exchange
+Added: Act of 1934 is recorded, processed, summarized and reported within the required time periods and is accumulated and communicated to our
+Added: management, including our principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding
+Added: required disclosure.
+Added: Limitations on Systems of Controls
+Added: Our management, including our principal executive
+Added: officer and principal financial officer, does not expect that our disclosure controls and procedures or our internal controls will prevent
+Added: all error or fraud.
+Added: A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance
+Added: that the objectives of the control system are met.
+Added: Further, the design of a control system must reflect the fact that there are resource
+Added: constraints and the benefits of controls must be considered relative to their costs.
+Added: Due to the inherent limitations in all control systems,
+Added: no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, have been detected.
+Added: address the material weaknesses identified in our evaluation, we performed additional analysis and other post-closing procedures in an
+Added: effort to ensure our consolidated financial statements included in this annual report have been prepared in accordance with generally
+Added: accepted accounting principles.
+Added: Accordingly, management believes that the financial statements included in this report fairly present
+Added: in all material respects our financial condition, results of operations and cash flows for the periods presented.
+Added: Management’s Report on Internal Control
+Added: over Financial Reporting
+Added: Our management is responsible for establishing
+Added: and maintaining adequate internal control over financial reporting.
+Added: Internal control over financial reporting is defined in Rule 13a-15(f)
+Added: or 15d-15(f) promulgated under the Securities Exchange Act of 1934 as a process designed by, or under the supervision of, the Company’s
+Added: principal executive and principal financial officers and effected by the Company’s board of directors, management and other personnel,
+Added: to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external
+Added: purposes in accordance with accounting principles generally accepted in the United States of America and includes those policies and procedures
+Added: Pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the Company;
+Added: Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with accounting principles generally accepted in the United States of America and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company;
+Added: Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.
+Added: Because of its inherent limitations, internal
+Added: control over financial reporting may not prevent or detect misstatements.
+Added: Projections of any evaluation of effectiveness to future periods
+Added: are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the
+Added: policies or procedures may deteriorate.
+Added: All internal control systems, no matter how well designed, have inherent limitations.
+Added: even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and
+Added: presentation.
+Added: Because of the inherent limitations of internal control, there is a risk that material misstatements may not be prevented
+Added: or detected on a timely basis by internal control over financial reporting.
+Added: However, these inherent limitations are known features of
+Added: the financial reporting process.
+Added: Therefore, it is possible to design into the process safeguards to reduce, though not eliminate, this
+Added: As of February 28, 2025, management assessed the
+Added: effectiveness of our internal control over financial reporting based on the criteria for effective internal control over financial reporting
+Added: established in Internal Control-Integrated Framework (2013 framework) issued by the Committee of Sponsoring Organizations of the Treadway
+Added: Commission and SEC guidance on conducting such assessments.
+Added: Based on that evaluation, they concluded that, during the period covered by
+Added: this report, such internal controls and procedures were not effective to detect the inappropriate application of U.S.
+Added: GAAP rules as more
+Added: fully described below.
+Added: This was due to deficiencies that existed in the design or operation of our internal controls over financial reporting
+Added: that adversely affected our internal controls and that may be considered to be material weaknesses.
+Added: The matters involving internal controls and procedures
+Added: that our management considered to be material weaknesses under the criteria established in Internal Control – Integrated Framework
+Added: (2013) by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) were:
lack of a functioning audit committee;
−Removed: lack of a majority of independent members and a lack of a majority of outside directors
−Removed: on our board of directors;
−Removed: inadequate segregation of duties consistent with control objectives;
+Added: of a majority of independent members and a lack of a majority of outside directors on our board of directors;
+Added: inadequate segregation of
+Added: duties consistent with control objectives;
management is dominated by a single individual;
−Removed: use of the inappropriate methodology of allocating proceeds in certain debt transactions and the expensing timing of the related debt
−Removed: use of inappropriate fair values in certain preferred stock issuances and settlements.
−Removed: The aforementioned material weaknesses
−Removed: were identified by our Chief Executive Officer in connection with the review of our financial statements as of February 29, 2024.
−Removed: believes that the material weaknesses set forth above did not have an effect on our financial results.
−Removed: However, management believes that
−Removed: the lack of a functioning audit committee and the lack of a majority of outside directors on our board of directors results in ineffective
−Removed: oversight in the establishment and monitoring of required internal controls and procedures, which could result in a material misstatement
−Removed: in our financial statements in future periods.
−Removed: report does not include an attestation report of our registered public accounting firm regarding internal control over financial reporting.
−Removed: Management’s report was not subject to attestation by our registered public accounting firm pursuant to the rules of the Securities
−Removed: and Exchange Commission that permit us to provide only management’s report in this annual report.
−Removed: in Internal Control over Financial Reporting
−Removed: changes were made to our internal control over financial reporting during the year ended February 28, 2023 that have materially affected,
−Removed: or are reasonably likely to materially affect, our internal control over financial reporting.
+Added: use of the inappropriate methodology of allocating
+Added: proceeds in certain debt transactions and the expensing timing of the related debt discount;
+Added: use of inappropriate fair values in certain
+Added: preferred stock issuances and settlements.
+Added: The aforementioned material weaknesses were identified by our Chief Executive Officer in connection
+Added: with the review of our financial statements as of February 28, 2025.
+Added: Management believes that the material weaknesses
+Added: set forth above did not have an effect on our financial results.
+Added: However, management believes that the lack of a functioning audit committee
+Added: and the lack of a majority of outside directors on our board of directors results in ineffective oversight in the establishment and monitoring
+Added: of required internal controls and procedures, which could result in a material misstatement in our financial statements in future periods.
+Added: This report does not include an attestation report
+Added: of our registered public accounting firm regarding internal control over financial reporting.
+Added: Management’s report was not subject
+Added: to attestation by our registered public accounting firm pursuant to the rules of the Securities and Exchange Commission that permit us
+Added: to provide only management’s report in this annual report.
+Added: Changes in Internal Control over Financial
+Added: No changes were made to our internal control over
+Added: financial reporting during the year ended February 28, 2025 that have materially affected, or are reasonably likely to materially affect,
+Added: our internal control over financial reporting.
OTHER INFORMATION
−Removed: DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
−Removed: following table sets forth the names, positions and ages of our directors and executive officers as of the date of this report.
−Removed: Our directors
−Removed: serve for one year and until their successors are elected and qualified.
−Removed: Our officers are elected by the board of directors to a term
−Removed: of one year and serve until their successor is duly elected and qualified, or until they are removed from office.
−Removed: The board of directors
−Removed: has no nominating, auditing or compensation committees.
−Removed: Executive Officer, Secretary and Director (2)
−Removed: Financial Officer
−Removed: as of March 2, 2021
−Removed: directors hold office until the next annual meeting of stockholders and until their successors have been duly elected and qualified.
−Removed: information concerning our director and executive officers listed above is set forth below.
−Removed: RAD was founded by Mr.
−Removed: Reinharz in July of 2016, and he has been continuously employed by RAD and its affiliated companies
−Removed: since that time.
−Removed: He is the holder of a majority of our capital stock.
−Removed: Reinharz has served as a member of the Board of Directors since
−Removed: March 2, 2021 and as our Chief Executive Officer, Chief Financial Officer, and Secretary of the Company since March 2, 2021 and resigned
−Removed: as our Chief Financial Officer as of April 26, 2021 upon Anthony Brenz’s appointment as our Chief Financial Officer.
−Removed: Executive Officer and President of RAD, Mr.
−Removed: Reinharz leverages his extensive knowledge and interest in robotics and artificial intelligence
−Removed: to design and develop robotic solutions that increase business efficiency and deliver immediate and impressive cost savings.
−Removed: is an active voice in both the security and artificial intelligence industries.
−Removed: He started and ran his own security integration company
−Removed: from the age of 24 to 31, becoming one of California’s leading system integrators.
−Removed: Reinharz later was part of a team that successfully
−Removed: sold an integrator to a global security firm for $42 million and has held various other security industry roles.
−Removed: Reinharz speaks
−Removed: and contributes to panels at ISC East and West, and ASIS.
−Removed: Reinharz is a leading member of several industry association committees,
−Removed: mostly through the Security Industry Association.
−Removed: Reinharz has called Orange County, California home since 1995, having grown up
−Removed: in Montreal and Toronto.
+Added: DIRECTORS, EXECUTIVE OFFICERS AND
+Added: CORPORATE GOVERNANCE
+Added: The following table sets forth the names, positions
+Added: and ages of our directors and executive officers as of the date of this report.
+Added: Our directors serve for one year and until their successors
+Added: are elected and qualified.
+Added: Our officers are elected by the board of directors to a term of one year and serve until their successor is
+Added: duly elected and qualified, or until they are removed from office.
+Added: The board of directors has no nominating, auditing or compensation
+Added: Steven Reinharz (1)
+Added: Chief Executive Officer, Secretary and Director (2)
+Added: Anthony Brenz
+Added: Chief Financial Officer
+Added: Director as of March 2, 2021
+Added: All directors hold office until the next annual meeting of stockholders and until their successors have been duly elected and qualified.
+Added: Biographical information concerning our director
+Added: and executive officers listed above is set forth below.
+Added: Steven Reinharz .
+Added: RAD was founded
+Added: Reinharz in July of 2016, and he has been continuously employed by RAD and its affiliated companies since that time.
+Added: holder of a majority of our capital stock.
+Added: Reinharz has served as a member of the Board of Directors since March 2, 2021 and as our
+Added: Chief Executive Officer, Chief Financial Officer, and Secretary of the Company since March 2, 2021 and resigned as our Chief Financial
+Added: Officer as of April 26, 2021 upon Anthony Brenz’s appointment as our Chief Financial Officer.
+Added: As our Chief Executive Officer and
+Added: President of RAD, Mr.
+Added: Reinharz leverages his extensive knowledge and interest in robotics and artificial intelligence to design and develop
+Added: robotic solutions that increase business efficiency and deliver immediate and impressive cost savings.
+Added: Reinharz is an active voice
+Added: in both the security and artificial intelligence industries.
+Added: He started and ran his own security integration company from the age of 24
+Added: to 31, becoming one of California’s leading system integrators.
+Added: Reinharz later was part of a team that successfully sold an
+Added: integrator to a global security firm for $42 million and has held various other security industry roles.
+Added: Reinharz speaks and contributes
+Added: to panels at ISC East and West, and ASIS.
+Added: Reinharz is a leading member of several industry association committees, mostly through
+Added: the Security Industry Association.
+Added: Reinharz has called Orange County, California home since 1995, having grown up in Montreal and
He earned a dual Bachelor of Science degree in Political Science and Commercial Studies.
−Removed: Brenz was appointed as our Chief Financial Officer on April 26, 2021.
−Removed: He is an accomplished senior financial and operational
−Removed: executive for over 20 years of experience in finance and operations, including corporate strategy, procurement and supply chain, human
−Removed: resources, and customer service.
−Removed: From April 2018 to December 2020, Anthony Brenz was the Vice President/Director Finance of AirBoss Flexible
−Removed: Products Company.
−Removed: From September 2014 to April 2018, he was the Chief Financial Officer/Vice President of Finance of Thomson Aerospace
−Removed: and Defense (a Parker Meggitt Company).
−Removed: From August 2012 to September 2014, he was the Vice President/Director of Finance of M B Aeospace
−Removed: US Holdings, Inc.
−Removed: Anthony Brenz received a Bachelor of Accountancy from Walsh College in Troy Michigan in 1989 and has been licensed
−Removed: as a Certified Public Accountant in Michigan since 1989.
−Removed: are no family relationships between any of the executive officers and directors.
−Removed: Committees and Director Independence
−Removed: Reinharz serves as director, and we do not have a separately designated audit committee, compensation committee or nominating and corporate
−Removed: governance committee.
−Removed: The functions of those committees are being undertaken by our directors.
−Removed: Since we do not have any independent directors
−Removed: and have only two directors, our directors believes that the establishment of committees of the Board would not provide any benefits
−Removed: to our company and could be considered more form than substance.
−Removed: currently have an employee director, Mr.
−Removed: Reinharz, but no independent directors, as such term is defined in the listing standards of
−Removed: The NASDAQ Stock Market, and we do not anticipate appointing additional directors in the near future.
−Removed: directors are not “audit committee financial experts” within the meaning of Item 401(e) of Regulation S-K.
−Removed: As with most small,
−Removed: early stage companies, until such time that the Company further develops its business, achieves a stronger revenue base and has sufficient
−Removed: working capital to purchase directors and officer’s insurance, the Company does not have any immediate prospects to attract independent
−Removed: When the Company is able to expand our Board of Directors to include one or more independent directors, the Company intends
−Removed: to establish an Audit Committee of our Board of Directors.
−Removed: It is our intention that one or more of these independent directors will also
−Removed: qualify as an audit committee financial expert.
−Removed: Our securities are not quoted on an exchange that has requirements that a majority of
−Removed: our Board members be independent, and the Company is not currently otherwise subject to any law, rule or regulation requiring that all
−Removed: or any portion of our Board of Directors include “independent” directors, nor are we required to establish or maintain an
−Removed: Audit Committee or other committee of our Board of Directors.
−Removed: for Nominating Directors
−Removed: have been no material changes to the procedures by which security holders may recommend nominees to the Board since the most recently
−Removed: completed fiscal quarter.
−Removed: We do not have a policy regarding the consideration of any director candidates that may be recommended by our
−Removed: stockholders, including the minimum qualifications for director candidates, nor has our sole director established a process for identifying
−Removed: and evaluating director nominees.
−Removed: We have not adopted a policy regarding the handling of any potential recommendation of director candidates
−Removed: by our stockholders, including the procedures to be followed.
−Removed: Our sole director has not considered or adopted any of these policies,
−Removed: as we have never received a recommendation from any stockholder for any candidate to serve on our Board of Directors.
−Removed: Given our relative
−Removed: size and lack of directors and officers insurance coverage, we do not anticipate that any of our stockholders will make such a recommendation
−Removed: in the near future.
−Removed: there have been no nominations of additional directors proposed, in the event such a proposal is made, all current members of our Board
−Removed: will participate in the consideration of director nominees.
−Removed: Qualifications
−Removed: Steve Reinharz is our sole director and was appointed on March 2, 2021.
−Removed: He is the founder of our operating company, Robotoc Assistance
−Removed: Devices, Inc.
+Added: Anthony Brenz was appointed as our
+Added: Chief Financial Officer on April 26, 2021.
+Added: He is an accomplished senior financial and operational executive for over 20 years of experience
+Added: in finance and operations, including corporate strategy, procurement and supply chain, human resources, and customer service.
+Added: 2018 to December 2020, Anthony Brenz was the Vice President/Director Finance of AirBoss Flexible Products Company.
+Added: From September 2014
+Added: to April 2018, he was the Chief Financial Officer/Vice President of Finance of Thomson Aerospace and Defense (a Parker Meggitt Company).
+Added: From August 2012 to September 2014, he was the Vice President/Director of Finance of M B Aeospace US Holdings, Inc.
+Added: Anthony Brenz received
+Added: a Bachelor of Accountancy from Walsh College in Troy Michigan in 1989 and has been licensed as a Certified Public Accountant in Michigan
+Added: There are no family relationships between any
+Added: of the executive officers and directors.
+Added: Board Committees and Director Independence
+Added: Reinharz serves as director, and we do not
+Added: have a separately designated audit committee, compensation committee or nominating and corporate governance committee.
+Added: The functions of
+Added: those committees are being undertaken by our directors.
+Added: Since we do not have any independent directors and have only two directors, our
+Added: directors believes that the establishment of committees of the Board would not provide any benefits to our company and could be considered
+Added: more form than substance.
+Added: We currently have an employee director, Mr.
+Added: but no independent directors, as such term is defined in the listing standards of The NASDAQ Stock Market, and we do not anticipate appointing
+Added: additional directors in the near future.
+Added: Our directors are not “audit committee financial
+Added: experts” within the meaning of Item 401(e) of Regulation S-K.
+Added: As with most small, early stage companies, until such time that the
+Added: Company further develops its business, achieves a stronger revenue base and has sufficient working capital to purchase directors and officer’s
+Added: insurance, the Company does not have any immediate prospects to attract independent directors.
+Added: When the Company is able to expand our
+Added: Board of Directors to include one or more independent directors, the Company intends to establish an Audit Committee of our Board of Directors.
+Added: It is our intention that one or more of these independent directors will also qualify as an audit committee financial expert.
+Added: Our securities
+Added: are not quoted on an exchange that has requirements that a majority of our Board members be independent, and the Company is not currently
+Added: otherwise subject to any law, rule or regulation requiring that all or any portion of our Board of Directors include “independent”
+Added: directors, nor are we required to establish or maintain an Audit Committee or other committee of our Board of Directors.
+Added: Procedures for Nominating Directors
+Added: There have been no material changes to the procedures
+Added: by which security holders may recommend nominees to the Board since the most recently completed fiscal quarter.
+Added: We do not have a policy
+Added: regarding the consideration of any director candidates that may be recommended by our stockholders, including the minimum qualifications
+Added: for director candidates, nor has our sole director established a process for identifying and evaluating director nominees.
+Added: adopted a policy regarding the handling of any potential recommendation of director candidates by our stockholders, including the procedures
+Added: to be followed.
+Added: Our sole director has not considered or adopted any of these policies, as we have never received a recommendation from
+Added: any stockholder for any candidate to serve on our Board of Directors.
+Added: Given our relative size and lack of directors and officers insurance
+Added: coverage, we do not anticipate that any of our stockholders will make such a recommendation in the near future.
+Added: While there have been no nominations of additional
+Added: directors proposed, in the event such a proposal is made, all current members of our Board will participate in the consideration of director
+Added: Director Qualifications
+Added: Steve Reinharz is our sole director and was
+Added: appointed on March 2, 2021.
+Added: He is the founder of our operating company, Robotoc Assistance Devices, Inc.
(see bio on page 33).
−Removed: of Ethics and Business Conduct
−Removed: have adopted a code of ethics meeting the requirements of Section 406 of the Sarbanes-Oxley Act of 2002.
−Removed: We believe our code of ethics
−Removed: is reasonably designed to deter wrongdoing and promote honest and ethical conduct;
−Removed: provide full, fair, accurate, timely, and understandable
−Removed: disclosure in public reports;
−Removed: comply with applicable laws;
+Added: Code of Ethics and Business Conduct
+Added: We have adopted a code of ethics meeting the requirements
+Added: of Section 406 of the Sarbanes-Oxley Act of 2002.
+Added: We believe our code of ethics is reasonably designed to deter wrongdoing and promote
+Added: honest and ethical conduct;
+Added: provide full, fair, accurate, timely, and understandable disclosure in public reports;
+Added: comply with applicable
ensure prompt internal reporting of violations;
−Removed: and provide accountability
−Removed: for adherence to the provisions of the code of ethics.
−Removed: reimburse our directors for all reasonable ordinary and necessary business-related expenses, but we did not pay any other director’s
−Removed: fees or any other cash compensation for services rendered as a director during the years ended February 29, 2024 and February 28, 2023
−Removed: to any of the individuals serving on our Board during that period.
−Removed: with Section 16(a) of the Securities Exchange Act of 1934
−Removed: 16(a) of the Exchange Act requires our executive officers and directors, and persons who beneficially own more than 10% of a registered
−Removed: class of our equity securities to file with the SEC initial statements of beneficial ownership, reports of changes in ownership and annual
−Removed: reports concerning their ownership of our common shares and other equity securities, on Forms 3, 4 and 5 respectively.
−Removed: Executive officers,
−Removed: directors and greater than 10% stockholders are required by the SEC regulations to furnish us with copies of all Section 16(a) reports
−Removed: Based on our review of the copies of such forms received by us, or written representations that no other reports were required,
−Removed: and to the best of our knowledge, we believe that all of our officers, directors, and owners of 10% or more of our common stock filed
−Removed: all required Forms 3, 4, and 5.
+Added: and provide accountability for adherence to the provisions of the code of ethics.
+Added: Director Compensation
+Added: We reimburse our directors for all reasonable
+Added: ordinary and necessary business-related expenses, but we did not pay any other director’s fees or any other cash compensation for
+Added: services rendered as a director during the years ended February 28, 2025 and February 29, 2024 to any of the individuals serving on our
+Added: Board during that period.
+Added: Compliance with Section 16(a) of the Securities
+Added: Exchange Act of 1934
+Added: Section 16(a) of the Exchange Act requires our
+Added: executive officers and directors, and persons who beneficially own more than 10% of a registered class of our equity securities to file
+Added: with the SEC initial statements of beneficial ownership, reports of changes in ownership and annual reports concerning their ownership
+Added: of our common shares and other equity securities, on Forms 3, 4 and 5 respectively.
+Added: Executive officers, directors and greater than 10%
+Added: stockholders are required by the SEC regulations to furnish us with copies of all Section 16(a) reports they file.
+Added: Based on our review
+Added: of the copies of such forms received by us, or written representations that no other reports were required, and to the best of our knowledge,
+Added: we believe that all of our officers, directors, and owners of 10% or more of our common stock filed all required Forms 3, 4, and 5.
EXECUTIVE COMPENSATION
−Removed: following table summarizes all compensation recorded by us in the past two fiscal years for Mr.
−Removed: Reinharz , our President and Chief Executive
−Removed: Officer , Anthony Brenz, our Chief Financial Officer and Garret Parsons our former President, Chief Executive Officer and Chief Financial
+Added: The following table summarizes all compensation
+Added: recorded by us in the past two fiscal years for Mr.
+Added: Reinharz , our President and Chief Executive Officer , Anthony Brenz, our Chief Financial
+Added: Officer and Garret Parsons our former President, Chief Executive Officer and Chief Financial Officer.
2025 AND 2024 SUMMARY COMPENSATION TABLE
6 unchanged sentences
Chief Financial Officer (1)
−Removed: Reinharz was appointed Chief Executive Officer, Chief Financial Officer and Secretary on March 2, 2021.Mr.Reinharz ceased being Chief
−Removed: Financial Officer on June 24, 2021 and on that date appointed Anthony Brenz as Chief Financial Officer
−Removed: Stock awards are payable in Series G and are included in long term liabilities as they will not be paid out in the current year.
−Removed: April 9, 2021 Mr.
−Removed: Reinharz entered into an employment agreement with the Company in connection with his service as Chief Executive Officer.
−Removed: The agreement began on April 9, 2021 and has a three-year term, renewable thereafter on an annual basis if neither party files a notice
−Removed: of termination 90 days prior to the term renewal date.
−Removed: The agreement provides for compensation of $240,000 base salary (to be reviewed
−Removed: annually by the Board of Directors) and bonuses to be granted at the discretion of the Board of Directors.
−Removed: In addition, the Company will
−Removed: grant stock options to Mr.
−Removed: Reinharz under the following conditions:
−Removed: Reinharz shall be granted an award of 10,000,000 million shares/options/warrants if Objective #1 is achieved.
−Removed: the price per share of the Company’s common stock has increased in value to an average of $0.30 for ten (10) days in a
−Removed: thirty-day trading period.
−Removed: For example, pursuant to a Company Stock Plan, if one is adopted, Mr.
−Removed: Reinharz may elect to exercise Award
−Removed: #1 on a cash or cashless basis at an exercise price of $0.15 per share/option/warrant.
−Removed: Reinharz shall be granted an award of 30,000,000 million shares/options/warrants if Objective #2 is achieved.
−Removed: the price per share of the Company’s common stock has increased in value to an average of $0.50 for ten (10) days in a
−Removed: thirty-day trading period.
−Removed: For example, pursuant to a Company Stock Plan, if one is adopted, Mr.
−Removed: Reinharz may elect to exercise Award
−Removed: #2 on a cash or cashless basis at an exercise price of $0.25 per share/option/warrant.
−Removed: July 12, 2021 the Company and CEO amended the April 9, 2021 Employment Agreement effective July 1, 2021 whereby the following objectives
−Removed: and awards were added to the two existing ones:
−Removed: in any fiscal quarter exceed the total sales in fiscal year 2021 for the first time.
−Removed: hundred (500) shares of Series G preferred stock.
−Removed: hundred fifty (150) devices are deployed in the marketplace.
−Removed: hundred fifty (250) shares of Series G preferred stock.
−Removed: sales at any point in fiscal year 2022 exceed One Million Dollars ($1,000,000).
−Removed: hundred fifty (250) shares of Series G preferred stock.
−Removed: price per share of common stock has increased to and maintains a price of Ten Cents ($0.10) or more for ten (10) days in a thirty
−Removed: (30) day period.
−Removed: hundred fifty (250) shares of Series G preferred stock.
−Removed: price per share of common stock has increased to and maintains a price of Twenty Cents ($0.20) or more for ten (10) days in a thirty(30)
−Removed: hundred (500) shares of Series G preferred stock.
−Removed: RAD 3.0 products are launched into the marketplace by November 30, 2022.
−Removed: hundred (500) shares of Series G preferred stock.
−Removed: receives an order for fifty (50) units from a single customer.
−Removed: hundred (500) shares of Series G preferred stock.
−Removed: January 31, 2024 the Company added the following Objective effective March 1, 2022:
−Removed: # 10 In any fiscal quarter, attrition , measured by loss of recurring monthly revenue does not exceed 10%
−Removed: #10 Two h undred fifty (250) shares of Series G preferred stock.
−Removed: fair value of the first two awards was obtained through the use of the Monte Carlo method was $69,350 with a charge to stock- based compensation
−Removed: and a corresponding charge to paid in capital.
−Removed: The fair value of the remaining rewards was determined by calculating the vesting amounts
−Removed: of each reward and then determining for each reporting period the requisite service rendered and applying that against the cash redemption
−Removed: value of the number of shares of Series G issuable for each tier in the agreement.
−Removed: For the period ended February 29, 2024 that amount
−Removed: totaled $1,521,000 with a charge to stock-based compensation and a corresponding charge to incentive compensation plan payable.
−Removed: period ended February 28, 2023 that amount totaled $499,500 with a charge to stock-based compensation and a corresponding charge to incentive
−Removed: compensation plan payable.
−Removed: April 20,2021 an offer letter was agreed with Anthony Brenz for a base salary of $180,000, a discretionary quarterly bonus and future
−Removed: participation in the Employee Stock Option Plan.
−Removed: Employment commenced on April 26, 2021 and Mr.
−Removed: Brenz was appointed the Company’s
−Removed: Chief Financial Officer on June 24, 2021.
−Removed: The base salary was amended to $190,000 on January 1, 2022.
−Removed: Equity Awards at 2024 Fiscal Year-End
−Removed: following table provides information concerning unexercised options, stock that has not vested and equity incentive plan awards for Mr.
−Removed: Reinharz and Mr Brenz, our sole executive officers outstanding as of February 29, 2024:
+Added: Steven Reinharz was appointed Chief Executive Officer, Chief Financial Officer and Secretary on March 2, 2021.Mr.Reinharz ceased being Chief Financial Officer on June 24, 2021 and on that date appointed Anthony Brenz as Chief Financial Officer
+Added: (2) Stock awards are payable in Series G and are included in long
+Added: term liabilities as they will not be paid out in the current year.
+Added: Employment Agreements
+Added: On April 9, 2021 Mr.
+Added: Reinharz entered into an
+Added: employment agreement with the Company in connection with his service as Chief Executive Officer.
+Added: The agreement began on April 9, 2021
+Added: and has a three-year term, renewable thereafter on an annual basis if neither party files a notice of termination 90 days prior to the
+Added: term renewal date.
+Added: The agreement provides for compensation of $240,000 base salary (to be reviewed annually by the Board of Directors)
+Added: and bonuses to be granted at the discretion of the Board of Directors.
+Added: The salary for the fiscal year ended February 28, 2025 was $320,000.
+Added: On July 12, 2021 the Company and CEO amended the
+Added: April 9, 2021 Employment Agreement effective July 1, 2021 whereby the following objectives and awards were added to the two existing ones:
+Added: Objective #3 :
+Added: Sales in any fiscal quarter exceed the total sales in fiscal year 2021 for the first time.
+Added: Five hundred (500) shares of Series G preferred stock.
+Added: Objective #4 :
+Added: One hundred fifty (150) devices are deployed in the marketplace.
+Added: Two hundred fifty (250) shares of Series G preferred stock.
+Added: Objective #5 :
+Added: Year-to-date sales at any point in fiscal year 2022 exceed One Million Dollars ($1,000,000).
+Added: Two hundred fifty (250) shares of Series G preferred stock.
+Added: Objective #6 :
+Added: The price per share of common stock has increased to and maintains a price of Ten Cents ($0.10) or more for ten (10) days in a thirty (30) day period.
+Added: Two hundred fifty (250) shares of Series G preferred stock.
+Added: Objective #7 :
+Added: The price per share of common stock has increased to and maintains a price of Twenty Cents ($0.20) or more for ten (10) days in a thirty(30) day period.
+Added: Five hundred (500) shares of Series G preferred stock.
+Added: Objective #8 :
+Added: The RAD 3.0 products are launched into the marketplace by November 30, 2022.
+Added: Five hundred (500) shares of Series G preferred stock.
+Added: Objective #9 :
+Added: RAD receives an order for fifty (50) units from a single customer.
+Added: Five hundred (500) shares of Series G preferred stock.
+Added: On January 31, 2024 the Company added the following
+Added: Objective effective March 1, 2022:
+Added: Objective # 10 In any fiscal quarter, attrition
+Added: , measured by loss of recurring monthly revenue does not exceed 10%
+Added: Award #10 Two h undred fifty (250)
+Added: shares of Series G preferred stock.
+Added: The fair value of the first two awards was obtained
+Added: through the use of the Monte Carlo method was $69,350 with a charge to stock- based compensation and a corresponding charge to paid in
+Added: The fair value of the remaining rewards was determined by calculating the vesting amounts of each reward and then determining
+Added: for each reporting period the requisite service rendered and applying that against the cash redemption value of the number of shares of
+Added: Series G issuable for each tier in the agreement.
+Added: For the period ended February 28, 2025 that amount totaled $0.
+Added: For the period ended
+Added: February 29, 2024 that amount totaled $1,521,000 with a charge to stock-based compensation and a corresponding charge to incentive compensation
+Added: plan payable.
+Added: For the period ended February 28, 2023 that amount totaled $499,500 with a charge to stock-based compensation and a corresponding
+Added: charge to incentive compensation plan payable.
+Added: O utstanding Equity Awards at 2025 Fiscal Year-End
+Added: The following table provides information concerning
+Added: unexercised options, stock that has not vested and equity incentive plan awards for Mr Brenz, our sole executive officers outstanding
+Added: as of February 28, 2025:
OPTION AWARDS
11 unchanged sentences
Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)
−Removed: Steven Reinharz
−Removed: April 9, 2024
−Removed: Steven Reinharz
−Removed: April 9, 2024
Anthony Brenz
Anthony Brenz
−Removed: April 14, 2021, the Shareholders of Series E Preferred Stock and the Board of Directors of our Company (“Board”) approved
−Removed: and adopted the 2021 Incentive Stock Plan (the “2021 Plan”).
−Removed: On August 11, 2022 the Company amended the 2021 Plan increasing
−Removed: the maximum number of shares applicable to the 2021 Plan from 5,000,000 to 100,000,000.
−Removed: On August 14.32023 the Company further amended
−Removed: the plan increasing the maximum shares to 200,000,000.
−Removed: purpose of the 2021 Plan is to promote the success of the Company by authorizing incentive awards to retain Directors, executives, selected
−Removed: Employees and Consultants, and reward participants for making major contributions to the success of the Company.
−Removed: The 2021 Plan authorizes
−Removed: the granting of stock options, restricted stock, restricted stock units, stock appreciation rights and stock awards.
−Removed: A total of two hundred
−Removed: million (200,000,000) shares of common stock may be issued under the 2021 Plan.
−Removed: All awards under the 2021 Plan, whether vested or unvested,
−Removed: are subject to the terms of any recoupment, clawback or similar policy of the Company in effect from time to time, as well as any similar
−Removed: provisions of applicable law, which could in certain circumstances require repayment or forfeiture of awards or any shares of stock or
−Removed: other cash or property received with respect to the awards, including any value received from a disposition of the shares acquired upon
−Removed: payment of the awards.
−Removed: The 2021 Plan will be administered by the Board or any Committee authorized by the Board, if applicable, which
−Removed: will have the sole authority to, among other things:
+Added: On April 14, 2021, the Shareholders of Series
+Added: E Preferred Stock and the Board of Directors of our Company (“Board”) approved and adopted the 2021 Incentive Stock Plan (the
+Added: “2021 Plan”).
+Added: On August 11, 2022 the Company amended the 2021 Plan increasing the maximum number of shares applicable to the
+Added: 2021 Plan from 5,000,000 to 100,000,000.
+Added: On August 14,2023 the Company further amended the plan increasing the maximum shares to 200,000,000.
+Added: The purpose of the 2021 Plan is to promote the
+Added: success of the Company by authorizing incentive awards to retain Directors, executives, selected Employees and Consultants, and reward
+Added: participants for making major contributions to the success of the Company.
+Added: The 2021 Plan authorizes the granting of stock options, restricted
+Added: stock, restricted stock units, stock appreciation rights and stock awards.
+Added: A total of two hundred million (200,000,000) shares of common
+Added: stock may be issued under the 2021 Plan.
+Added: All awards under the 2021 Plan, whether vested or unvested, are subject to the terms of any recoupment,
+Added: clawback or similar policy of the Company in effect from time to time, as well as any similar provisions of applicable law, which could
+Added: in certain circumstances require repayment or forfeiture of awards or any shares of stock or other cash or property received with respect
+Added: to the awards, including any value received from a disposition of the shares acquired upon payment of the awards.
+Added: The 2021 Plan will be
+Added: administered by the Board or any Committee authorized by the Board, if applicable, which will have the sole authority to, among other
construe and interpret the 2021 Plan;
−Removed: make rules and regulations relating to the
−Removed: administration of the 2021 Plan;
+Added: make rules and regulations relating to the administration of the 2021 Plan;
select participants;
−Removed: and establish the terms and conditions of awards, all in accordance with the terms
−Removed: of the 2021 Plan.
−Removed: The 2021 Plan will remain in effect until April 14, 2031, unless sooner terminated by the Board.
−Removed: Termination will not
−Removed: affect awards then outstanding.
−Removed: SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
−Removed: May 22, 2024, we had 10,318,917,383 shares of Common Stock issued and outstanding.
−Removed: The following table sets forth information regarding
−Removed: the beneficial ownership of our Common Stock as of May 7, 2024, and reflects:
−Removed: of our executive officers;
−Removed: of our directors;
−Removed: of our directors and executive officers as a group;
−Removed: stockholder known by us to be the beneficial owner of more than 5% of our outstanding shares of common stock.
−Removed: on beneficial ownership of securities is based upon a record list of our stockholders and we have determined beneficial ownership in
−Removed: accordance with the rules of the SEC.
−Removed: We believe, based on the information furnished to us, that the persons and entities named in the
−Removed: table below have sole voting and investment power with respect to all shares of common stock that they beneficially own, subject to applicable
−Removed: community property laws, except as otherwise provided below.
−Removed: Amount and Nature of
−Removed: Beneficial Ownership (1)
−Removed: Common Stock (2)
+Added: and establish the terms and conditions of awards, all in accordance with the terms of the 2021 Plan.
+Added: The 2021 Plan will remain in effect
+Added: until April 14, 2031, unless sooner terminated by the Board.
+Added: Termination will not affect awards then outstanding.
+Added: SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
+Added: OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
+Added: At May 23, 2025, we had 16,747,453,768 shares
+Added: of Common Stock issued and outstanding.
+Added: The following table sets forth information regarding the beneficial ownership of our Common Stock
+Added: as of May 20, 2025, and reflects:
+Added: each of our executive officers;
+Added: each of our directors;
+Added: all of our directors and executive officers as a group;
+Added: each stockholder known by us to be the beneficial owner of more than 5% of our outstanding shares of common stock.
+Added: Information on beneficial ownership of securities
+Added: is based upon a record list of our stockholders and we have determined beneficial ownership in accordance with the rules of the SEC.
+Added: believe, based on the information furnished to us, that the persons and entities named in the table below have sole voting and investment
+Added: power with respect to all shares of common stock that they beneficially own, subject to applicable community property laws, except as
+Added: otherwise provided below.
+Added: Ownership (1)
Named Executive Officers and Directors:
7 unchanged sentences
56,330,224,025
−Removed: ownership is determined in accordance with the rules of the Securities and Exchange Commission and generally includes voting or investment
−Removed: power with respect to securities.
−Removed: Beneficial ownership also includes shares of stock subject to options and warrants currently exercisable
−Removed: or exercisable within 60 days of the date of this table.
−Removed: In determining the percent of common stock owned by a person or entity as
−Removed: of the date of this Report, (a) the numerator is the number of shares of the class beneficially owned by such person or entity, including
−Removed: shares which may be acquired within 60 days on exercise of warrants or options and conversion of convertible securities, and (b)
−Removed: the denominator is the sum of (i) the total shares of common stock outstanding on as of May 22, 2024 10,318,917,383shares, and (ii)
−Removed: the total number of shares that the beneficial owner may acquire upon exercise of the derivative securities.
−Removed: Unless otherwise stated,
−Removed: each beneficial owner has sole power to vote and dispose of its shares.
−Removed: on 10,318,917,383shares of the Company’s common stock issued and outstanding as of May 22, 2024.
−Removed: Reinharz is a director and the Company’s Chief Executive Officer, Chief Financial Officer and Secretary as well as the CEO
−Removed: of RAD and is the holder of (i) 3,350,000 shares of our Series E Preferred Stock and, (ii) 2,450 shares of our Series F Convertible
−Removed: Preferred Stock.
−Removed: Reinharz converted the 2,450 shares of the Company’s Series F Convertible Preferred Stock, he would
−Removed: receive 34,433,734,378 shares of the Company’s common stock, which is included in the chart above as if such conversion has
−Removed: Further, the outstanding shares of Series E preferred stock have the right to take action by written consent or vote based
−Removed: on the number of votes equal to twice the number of votes of all outstanding shares of common stock.
−Removed: As a result, the holders of
−Removed: Series E preferred stock has 2/3rds of the voting power of all shareholders at any time corporate action requires a vote of shareholders.
−Removed: CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE
−Removed: do not have a written policy for the review, approval or ratification of transactions with related parties or conflicted transactions.
−Removed: When such transactions arise, they are referred to our board of directors for its consideration.
−Removed: the years ended February 29, 2024 and February 28, 2023, the Company made net repayments of $54,179 and $0, respectively , to its loan
−Removed: payable-related party.
−Removed: At February 29, 2024, the loan payable-related party was $257,438 and $206,516 at February 28, 2023.
−Removed: As of February
−Removed: 29, 2024, included in the balance due to the related party is $140,013 of deferred salary all of which bears interest at 12%.
−Removed: As of February
−Removed: 28, 2023, included in the balance due to the related party is $108,000 of deferred salary all of which bears interest at 12%.
−Removed: interest included at February 29, 2024 was $32,468 (February 28, 2023- $15,660).
−Removed: the year ended February 28, 2023 pursuant to the amended Employment Agreement with its Chief Executive Officer the Company accrued $1,521,000
−Removed: as incentive compensation plan payable with a corresponding recognition of stock based compensation due to the expectation of additional
−Removed: awards being met.
−Removed: In January 2024 the Company added an Objective 10 which required the accrual of $2,000,000.
−Removed: There was also a net adjustment
−Removed: reduction of $479,000 for objectives accrued for but not met.
−Removed: February 28, 2023, the balance of incentive compensation plan payable was $979,000.
−Removed: This will be payable in Series G Preferred Shares
−Removed: which are redeemable at the Company’s option at $1,000 per share.
−Removed: the year ended February 29, 2024, the Company accrued $538,767 in deferred compensation for the CEO.
−Removed: This was in accordance with a December
−Removed: 2023 board action allowing for $ 1 million of discretionary compensation.
+Added: Beneficial ownership is determined in accordance with the rules of the Securities and Exchange Commission and generally includes voting or investment power with respect to securities.
+Added: Beneficial ownership also includes shares of stock subject to options and warrants currently exercisable or exercisable within 60 days of the date of this table.
+Added: In determining the percent of common stock owned by a person or entity as of the date of this Report, (a) the numerator is the number of shares of the class beneficially owned by such person or entity, including shares which may be acquired within 60 days on exercise of warrants or options and conversion of convertible securities, and (b) the denominator is the sum of (i) the total shares of common stock outstanding on as of May 23, 2025 16,747,453,768 shares, and (ii) the total number of shares that the beneficial owner may acquire upon exercise of the derivative securities.
+Added: Unless otherwise stated, each beneficial owner has sole power to vote and dispose of its shares.
+Added: Based on 16,747,453,768 shares of the Company’s common stock issued and outstanding as of May 23, 2025.
+Added: Steve Reinharz is a director and the Company’s Chief Executive Officer, Chief Financial Officer and Secretary as well as the CEO of RAD and is the holder of (i) 3,350,000 shares of our Series E Preferred Stock and, (ii) 2,450 shares of our Series F Convertible Preferred Stock.
+Added: Reinharz converted the 2,450 shares of the Company’s Series F Convertible Preferred Stock, he would receive 56,330,224,025 shares of the Company’s common stock, which is included in the chart above as if such conversion has occurred.
+Added: Further, the outstanding shares of Series E preferred stock have the right to take action by written consent or vote based on the number of votes equal to twice the number of votes of all outstanding shares of common stock.
+Added: As a result, the holders of Series E preferred stock has 2/3rds of the voting power of all shareholders at any time corporate action requires a vote of shareholders.
+Added: CERTAIN RELATIONSHIPS AND RELATED
+Added: TRANSACTIONS AND DIRECTOR INDEPENDENCE
+Added: We do not have a written policy for the review,
+Added: approval or ratification of transactions with related parties or conflicted transactions.
+Added: When such transactions arise, they are referred
+Added: to our board of directors for its consideration.
+Added: For the years ended February 28, 2025, and February
+Added: 29, 2024, the Company had net (advances) repayments of ($71,927) and $54,179, respectively, to its loan payable-related party.
+Added: 28, 2025, the loan payable-related party was $329,365 and $257,438 at February 29, 2024.
+Added: As of February 28, 2025, included in the balance
+Added: due to the related party is $190,013 of deferred salary all of which bears interest at 12%.
+Added: As of February 29, 2024, included in the balance
+Added: due to the related party is $140,013 of deferred salary all of which bears interest at 12%.
+Added: The accrued interest included at February
+Added: 28, 2025, was $51,575 (February 29, 2024 - $32,468).
+Added: During the year ended February 28, 2025, the Company
+Added: a net accrual of $1,663,833 in deferred compensation for the CEO.
+Added: This would bring his annual bonus for the year ended February 28, 2025,
+Added: to $2.5 million.
+Added: For the fiscal year ended February 28, 2025, the Company paid out $836,167 to the CEO.
+Added: During the year ended February
+Added: 29, 2024, the Company accrued $538,767 in deferred compensation for the CEO.
The Company had already recorded $461,233 in bonus compensation
−Removed: There was no deferred compensation for the year ended February 28, 2023, the Company recorded a bonus to the CEO of $280,908.
−Removed: the years ended February 29, 2024 and February 28, 2023, the Company was charged $2,810,839 and $3,578,981, respectively in consulting
−Removed: fees for research and development to a company partially owned by a principal shareholder included in research and development expenses.
−Removed: The principal shareholder received no compensation from this partially owned research and development company and the fees were spent
−Removed: on core development projects.
−Removed: As at both February 29, 2024 and February 28, 2023 the balance due to this company was $76,532.
+Added: This was all in accordance with a December 2023 board action allowing for $1 million of discretionary compensation.
+Added: During the years ended February 28, 2025, and
+Added: February 29, 2024, the Company accrued 1,500 Series G shares to be issued totaling $1,500,000 and 2,000 Series G preferred shares to be
+Added: issued totaling $2,000,000, respectively, both per Company resolution.
+Added: The Series G preferred shares are redeemable at $1,000 per share
+Added: and will be issued by the Company at the appropriate time.
+Added: The balance of Incentive Compensation Plan Payable at February 28, 2025, was
+Added: $4,000,000 and the balance February 29, 2024, was $2,500,000.
+Added: During the years ended February 28, 2025, and
+Added: February 29, 2024, the Company was charged $2,541,180 and $2,810,839, respectively in consulting fees for research and development to
+Added: a company partially owned by a principal shareholder included in research and development expenses.
+Added: The principal shareholder received
+Added: no compensation from this partially owned research and development company and the fees were spent on core development projects.
+Added: both February 28, 2025, and February 29, 2024, the balance due to this company was $76,532.
PRINCIPAL ACCOUNTING FEES AND SERVICES
−Removed: October 31, 2019 the Board of Directors of the Company approved and ratified the engagement (“Engagement”) of LJ Soldinger
−Removed: & Associates LLC (“LJ Soldinger”) as the Company’s new independent registered public accounting firm..
−Removed: following table shows the fees that were billed for the audit and other services provided by LJ Soldinger for the fiscal years ended
−Removed: February 29, 2024 and February 28, 2023.
+Added: On October 31, 2019 the Board of Directors of
+Added: the Company approved and ratified the engagement (“Engagement”) of LJ Soldinger & Associates LLC (“LJ Soldinger”)
+Added: as the Company’s new independent registered public accounting firm..
+Added: The following table shows the fees that were billed
+Added: for the audit and other services provided by LJ Soldinger for the fiscal years ended February 28, 2025 and February 29, 2024.
Audit-Related Fees
2 unchanged sentences
All Other Fees
−Removed: Fees - This category includes the audit of our annual financial statements, review of financial statements included in our Quarterly
−Removed: Reports on Form 10-Q and services that are normally provided by the independent registered public accounting firm in connection with
−Removed: engagements for those fiscal years.
−Removed: This category also includes advice on audit and accounting matters that arose during, or as a result
−Removed: of, the audit or the review of interim financial statements.
−Removed: Audit-Related
−Removed: Fees - This category consists of assurance and related services by the independent registered public accounting firm that are reasonably
−Removed: related to the performance of the audit or review of our financial statements and are not reported above under “Audit Fees.”
−Removed: The services for the fees disclosed under this category would include consultation regarding correspondence with the SEC, other accounting
−Removed: consulting and other audit services.
−Removed: Fees - This category consists of professional services rendered by our independent registered public accounting firm for tax compliance
−Removed: and tax advice.
−Removed: The services for the fees disclosed under this category include tax return preparation and technical tax advice.
−Removed: Other Fees - This category consists of fees for other miscellaneous items.
−Removed: part of its responsibility for oversight of the independent registered public accountants, the Board has established a pre-approval policy
−Removed: for engaging audit and permitted non-audit services provided by our independent registered public accountants.
−Removed: In accordance with this
−Removed: policy, each type of audit, audit-related, tax and other permitted service to be provided by the independent auditors is specifically
−Removed: described and each such service, together with a fee level or budgeted amount for such service, is pre-approved by the Board.
−Removed: the services provided by LJ Soldinger described above were approved by our Board.
−Removed: Company’s principal accountant did not engage any other persons or firms other than the principal accountant’s full-time,
−Removed: permanent employees.
−Removed: EXHIBITS, FINANCIAL STATEMENT SCHEDULES
+Added: Audit Fees - This category includes the
+Added: audit of our annual financial statements, review of financial statements included in our Quarterly Reports on Form 10-Q and services that
+Added: are normally provided by the independent registered public accounting firm in connection with engagements for those fiscal years.
+Added: category also includes advice on audit and accounting matters that arose during, or as a result of, the audit or the review of interim
financial statements.
−Removed: consolidated financial statements and Report of Independent Registered Public Accounting Firm are listed in the Index to Financial Statements
−Removed: and Financial Statement Schedules on page F-1 and included on pages F-2 through F-36.
+Added: Audit-Related Fees - This category consists
+Added: of assurance and related services by the independent registered public accounting firm that are reasonably related to the performance
+Added: of the audit or review of our financial statements and are not reported above under “Audit Fees.” The services for the fees
+Added: disclosed under this category would include consultation regarding correspondence with the SEC, other accounting consulting and other
+Added: audit services.
+Added: Tax Fees - This category consists of professional
+Added: services rendered by our independent registered public accounting firm for tax compliance and tax advice.
+Added: The services for the fees disclosed
+Added: under this category include tax return preparation and technical tax advice.
+Added: All Other Fees - This category consists
+Added: of fees for other miscellaneous items.
+Added: As part of its responsibility for oversight of
+Added: the independent registered public accountants, the Board has established a pre-approval policy for engaging audit and permitted non-audit
+Added: services provided by our independent registered public accountants.
+Added: In accordance with this policy, each type of audit, audit-related,
+Added: tax and other permitted service to be provided by the independent auditors is specifically described and each such service, together with
+Added: a fee level or budgeted amount for such service, is pre-approved by the Board.
+Added: All of the services provided by LJ Soldinger described
+Added: above were approved by our Board.
+Added: The Company’s principal accountant did not
+Added: engage any other persons or firms other than the principal accountant’s full-time, permanent employees.
+Added: EXHIBITS, FINANCIAL STATEMENT SCHEDULES
+Added: (a)(1) Financial Statements
+Added: The consolidated financial statements and Report
+Added: of Independent Registered Public Accounting Firm are listed in the Index to Financial Statements and Financial Statement Schedules on
+Added: page F-1 and included on pages F-2 through F-36.
(2) Financial Statement Schedules
−Removed: schedules for which provision is made in the applicable accounting regulations of the SEC are either not required under the related instructions,
−Removed: are not applicable (and therefore have been omitted), or the required disclosures are contained in the financial statements included
+Added: All schedules for which provision is made in the
+Added: applicable accounting regulations of the SEC are either not required under the related instructions, are not applicable (and therefore
+Added: have been omitted), or the required disclosures are contained in the financial statements included herein.
+Added: (3) Exhibits.
+Added: Description of Document
Stock Purchase Agreement, dated August 28, 2017, by and among the registrant, Steve Reinharz and Robotic Assistance Devices Inc.
25 unchanged sentences
(incorporated by reference to Exhibit 99.1 to the registrant’s annual report on Form 10-K filed with the Commission on May 28, 2021).
−Removed: XBRL Instance Document – the instance document does not appear in the Interactive Data File because XBRL tags are embedded
−Removed: within the Inline XBRL document.
−Removed: XBRL Taxonomy Extension Schema Document *
−Removed: XBRL Taxonomy Extension Calculation Linkbase Document *
−Removed: XBRL Taxonomy Extension Definition Linkbase Document *
−Removed: XBRL Taxonomy Extension Label Linkbase Document *
−Removed: XBRL Taxonomy Extension Presentation Linkbase Document *
−Removed: Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) *
−Removed: or furnished herewith.
−Removed: to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed
−Removed: on its behalf by the undersigned, thereunto duly authorized.
−Removed: INTELLIGENCE TECHNOLOGY SOLUTIONS INC.
+Added: 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.
+Added: Inline XBRL Taxonomy Extension Schema Document *
+Added: Inline XBRL Taxonomy Extension Calculation Linkbase Document *
+Added: Inline XBRL Taxonomy Extension Definition Linkbase Document *
+Added: Inline XBRL Taxonomy Extension Label Linkbase Document *
+Added: Inline XBRL Taxonomy Extension Presentation Linkbase Document *
+Added: Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) *
+Added: * Filed or furnished herewith.
+Added: Pursuant to the requirements
+Added: of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
+Added: the undersigned, thereunto duly authorized.
+Added: ARTIFICIAL INTELLIGENCE TECHNOLOGY SOLUTIONS INC.
+Added: /s/ Steven Reinharz
Steven Reinharz
−Removed: Chief Executive Officer
+Added: President, Chief Executive Officer
+Added: /s/ Anthony Brenz
Anthony Brenz
−Removed: Financial Officer (principal financial and accounting officer)
−Removed: to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the
−Removed: registrant and in the capacities and on the dates indicated.
+Added: Chief Financial Officer (principal financial and accounting officer)
+Added: Pursuant to the requirements
+Added: of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in
+Added: the capacities and on the dates indicated.
+Added: /s/ Steven Reinharz
+Added: President, Chief Executive Officer and Director (principal executive officer)
Steven Reinharz
−Removed: Chief Executive Officer and Director (principal executive officer)
+Added: /s/ Anthony Brenz
+Added: Chief Financial Officer (principal financial and accounting officer)
Anthony Brenz
−Removed: Financial Officer (principal financial and accounting officer)
−Removed: INTELLIGENCE TECHNOLOGY SOLUTIONS INC.
−Removed: ON THE MOVE SYSTEMS CORP.)
−Removed: TO CONSOLIDATED FINANCIAL STATEMENTS
−Removed: of Independent Registered Public Accounting Firm
−Removed: Balance Sheets
−Removed: Statements of Operations
−Removed: Statement of Stockholders’ Deficit
−Removed: Statements of Cash Flows
−Removed: to the Consolidated Financial Statements
−Removed: OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
−Removed: the Board of Directors and
−Removed: of Artificial Intelligence Technology Solutions, Inc.
−Removed: on the Financial Statements
−Removed: have audited the accompanying consolidated balance sheets of Artificial Intelligence Technology Solutions, Inc.
−Removed: and its subsidiaries
−Removed: (the “Company”) as of February 29, 2024 and February 28, 2023, and the related consolidated statements of operations, stockholders’
−Removed: deficit, and cash flows for each of the years in the two-year period ended February 29, 2024, and the related notes (collectively referred
−Removed: to as the financial statements).
−Removed: In our opinion, the financial statements present fairly, in all material respects, the financial position
−Removed: of the Company as of February 29, 2024, and February 28, 2023, and the results of its operations and its cash flows for each of the years
−Removed: in the two-year period ended February 29, 2024, in conformity with accounting principles generally accepted in the United States of America.
−Removed: Doubt about the Company’s Ability to Continue as a Going Concern
−Removed: accompanying financial statements have been prepared assuming that the Company will continue as a going concern.
−Removed: As discussed in Note
−Removed: 1 to the financial statements, the Company had a net loss of approximately $20.7 million, an accumulated deficit of approximately $133.0
−Removed: million and stockholders’ deficit of approximately $40.2 million as of and for the year ended February 29, 2024, which raises substantial
−Removed: doubt about its ability to continue as a going concern.
+Added: ARTIFICIAL INTELLIGENCE TECHNOLOGY SOLUTIONS
+Added: (FORMERLY ON THE MOVE SYSTEMS CORP.)
+Added: INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
+Added: Report of Independent Registered Public Accounting Firm
+Added: Consolidated Balance Sheets
+Added: Consolidated Statements of Operations
+Added: Consolidated Statement of Stockholders’ Deficit
+Added: Consolidated Statements of Cash Flows
+Added: Notes to the Consolidated Financial Statements
+Added: REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING
+Added: To the Board of Directors and
+Added: Stockholders of Artificial Intelligence Technology
+Added: Solutions, Inc.
+Added: Opinion on the Financial Statements
+Added: We have audited the accompanying consolidated
+Added: balance sheets of Artificial Intelligence Technology Solutions, Inc.
+Added: and its subsidiaries (the “Company”) as of February 28, 2025 and February 29, 2024, and the related consolidated statements of operations, stockholders’ deficit, and cash flows for each
+Added: of the years in the two-year period ended February 28, 2025, and the related notes (collectively referred to as the financial statements).
+Added: In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of February
+Added: 28, 2025, and February 29, 2024, and the results of its operations and its cash flows for each of the years in the two-year period ended
+Added: February 28, 2025, in conformity with accounting principles generally accepted in the United States of America.
+Added: Substantial Doubt about the Company’s
+Added: Ability to Continue as a Going Concern
+Added: The accompanying financial statements have been
+Added: prepared assuming that the Company will continue as a going concern.
+Added: As discussed in Note 1 to the financial statements, the Company had
+Added: negative cash flow from operating activities of approximately $12.2 million, an accumulated deficit of approximately $156.5 million and negative working capital of approximately
+Added: $2.5 million as of and for the year ended February 28, 2025, which raises substantial doubt about its ability to continue as a going
Management’s plans in regard to these matters are also described in Note 1.
−Removed: The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
−Removed: financial statements are the responsibility of the Company’s management.
−Removed: Our responsibility is to express an opinion on the Company’s
−Removed: financial statements based on our audits.
−Removed: We are a public accounting firm registered with the Public Company Accounting Oversight Board
−Removed: (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S.
−Removed: federal securities
−Removed: laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
−Removed: conducted our audits in accordance with the standards of the PCAOB.
−Removed: Those standards require that we plan and perform the audit to obtain
−Removed: reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud.
−Removed: is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting.
−Removed: As part of our audits,
−Removed: we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion
−Removed: on the effectiveness of the Company’s internal control over financial reporting.
+Added: The financial statements do not include any
+Added: adjustments that might result from the outcome of this uncertainty.
+Added: Basis for Opinion
+Added: These financial statements are the responsibility
+Added: of the Company’s management.
+Added: Our responsibility is to express an opinion on the Company’s financial statements based on our
+Added: We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are
+Added: required to be independent with respect to the Company in accordance with the U.S.
+Added: federal securities laws and the applicable rules and
+Added: regulations of the Securities and Exchange Commission and the PCAOB.
+Added: We conducted our audits in accordance with the
+Added: standards of the PCAOB.
+Added: Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial
+Added: statements are free of material misstatement, whether due to error or fraud.
+Added: The Company is not required to have, nor were we engaged
+Added: to perform, an audit of its internal control over financial reporting.
+Added: As part of our audits, we are required to obtain an understanding
+Added: of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s
+Added: internal control over financial reporting.
Accordingly, we express no such opinion.
−Removed: audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error
−Removed: or fraud, and performing procedures that respond to those risks.
−Removed: Such procedures included examining, on a test basis, evidence regarding
−Removed: the amounts and disclosures in the financial statements.
−Removed: Our audits also included evaluating the accounting principles used and significant
−Removed: estimates made by management, as well as evaluating the overall presentation of the financial statements.
−Removed: We believe that our audits
−Removed: provide a reasonable basis for our opinion.
−Removed: Audit Matters
−Removed: audit matters are matters arising from the current period audit of the financial statements that were communicated or required to be
−Removed: communicated to the audit committee and that (1) relate to accounts or disclosures that are material to the financial statements and
−Removed: (2) involved our especially challenging, subjective, or complex judgments.
+Added: Our audits included performing procedures to assess
+Added: the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond
+Added: to those risks.
+Added: Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements.
+Added: Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating
+Added: the overall presentation of the financial statements.
+Added: We believe that our audits provide a reasonable basis for our opinion.
+Added: Critical Audit Matters
+Added: Critical audit matters are matters arising from
+Added: the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and
+Added: that (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging,
+Added: subjective, or complex judgments.
We determined that there were no critical audit matters.
−Removed: L J Soldinger Associates, LLC
−Removed: Park, Illinois
−Removed: 9, 2024, except for Note 17, as to which the date is May 28, 2024
−Removed: have served as the Company’s auditor since 2019.
−Removed: INTELLIGENCE TECHNOLOGY SOLUTIONS INC.
−Removed: BALANCE SHEETS
+Added: /s/ L J Soldinger Associates,
+Added: We have served as the Company’s auditor
+Added: Deer Park, Illinois
+Added: ARTIFICIAL INTELLIGENCE TECHNOLOGY SOLUTIONS
+Added: CONSOLIDATED BALANCE SHEETS
February 28, 2025
2 unchanged sentences
Accounts receivable, net
+Added: Share proceeds receivable
Device parts inventory, net
2 unchanged sentences
Operating lease asset
−Removed: Revenue earning devices, net of accumulated depreciation of $ 952,844 and $ 779,839 ,
+Added: Revenue earning devices, net of accumulated depreciation of $ 2,292,172 and 952,844 , respectively
Fixed assets, net of accumulated depreciation of $ 491,186 and $ 349,878 , respectively
4 unchanged sentences
Accounts payable and accrued expenses
−Removed: Advances payable- related party
Customer deposits
13 unchanged sentences
Total liabilities
+Added: Series B Convertible, Redeemable Preferred Stock.
+Added: $ 0.001 par value;
+Added: 8 % cumulative dividend payable quarterly,$ 1,200 stated value, 5,000 shares authorized, no shares issued and outstanding at February 28, 2025 and February 29, 2024, respectively
+Added: Series C Convertible, Redeemable Preferred Stock .
+Added: $ 0.001 par value;
+Added: $ 1,200 stated value, redeemable at 109.5 % , 12 % dividend, 1,000 shares authorized , 306 and 0 shares issued and outstanding at February 28, 2025 and February 29, 2024, respectively
+Added: Convertible Redeemable Preferred Stock, value
Commitments and Contingencies
2 unchanged sentences
15,534,000 shares authorized;
−Removed: no shares issued
−Removed: and outstanding at February 29, 2024 and February 28, 2023, respectively
−Removed: Series B Convertible, Redeemable Preferred Stock.
−Removed: $ 0.001 par value;
−Removed: 8 % cumulative
−Removed: dividend payable quarterly,$ 1,200 stated value, 5,000 shares authorized, no shares issued and outstanding at February 29, 2024 and
−Removed: February 28, 2023, respectively
+Added: no shares issued and outstanding at February 28, 2025 and February 29, 2024, respectively
Series G Redeemable Preferred Stock.
$ 0.001 par value;
−Removed: 100,000 shares authorized,
−Removed: no shares issued and outstanding at February 29, 2024 and February 28, 2023, respectively
+Added: 100,000 shares authorized, no shares issued and outstanding at February 28, 2025 and February 29, 2024, respectively
Series E Preferred Stock, $ 0.001 par value;
6 unchanged sentences
Common Stock, $ 0.00001 par value;
−Removed: 15,000,000,000 shares authorized 9,238,750,958
−Removed: and 5,848,741,599 shares issued, issuable and outstanding, respectively
+Added: 20,000,000,000 shares authorized 14,412,453,768 and 9,238,750,958 shares issued, issuable and outstanding, respectively
Additional paid-in capital
7 unchanged sentences
Total liabilities and stockholders’ deficit
−Removed: accompanying notes are an integral part of these consolidated financial statements.
−Removed: INTELLIGENCE TECHNOLOGY SOLUTIONS INC.
−Removed: STATEMENTS OF OPERATIONS
+Added: The accompanying notes are an integral part
+Added: of these consolidated financial statements.
+Added: ARTIFICIAL INTELLIGENCE TECHNOLOGY SOLUTIONS
+Added: CONSOLIDATED STATEMENTS OF OPERATIONS
February 28, 2025
1 unchanged sentence
Cost of goods sold
+Added: Depreciation and Amortization
+Added: Total Cost of Goods Sold
Operating expenses:
10 unchanged sentences
Other income (expense), net:
−Removed: Change in fair value of derivative liabilities
Interest expense
1 unchanged sentence
( 6,758,044 )
−Removed: Gain (loss) on settlement of debt
+Added: Gain on settlement of debt
Total other income (expense), net
8 unchanged sentences
7,080,914,317
−Removed: accompanying notes are an integral part of these consolidated financial statements.
−Removed: INTELLIGENCE TECHNOLOGY SOLUTIONS INC.
−Removed: STATEMENT OF STOCKHOLDERS’ DEFICIT
−Removed: THE YEARS ENDED FEBRUARY 29, 2024 AND FEBRUARY 28, 2023
+Added: The accompanying notes are an integral part
+Added: of these consolidated financial statements.
+Added: ARTIFICIAL INTELLIGENCE TECHNOLOGY SOLUTIONS
+Added: CONSOLIDATED STATEMENT OF STOCKHOLDERS’
+Added: FOR THE YEARS ENDED FEBRUARY 28, 2025 AND FEBRUARY
Preferred Stock
8 unchanged sentences
3,383,509,359
−Removed: Cashless exercise of 108,378,210 warrants
−Removed: Cashless exercise of warrants
−Removed: Penalty shares issued pursuant to a share purchase agreement
Relative fair value of Series F warrants issued with debt
−Removed: Relative fair value of warrants issued with debt
−Removed: Fair value of 955,000,000 warrants cancelled for debt issuance
−Removed: ( 2,960,500 )
−Removed: ( 2,960,500 )
Shares issued for services
−Removed: Cancelled shares
−Removed: ( 17,116,894 )
Stock based compensation - employee stock option plan
5 unchanged sentences
$ ( 40,199,557 )
+Added: ARTIFICIAL INTELLIGENCE TECHNOLOGY SOLUTIONS
+Added: CONSOLIDATED STATEMENT OF SHAREHOLDERS’
+Added: Temporary Equity
+Added: Shareholder’s Deficit
Preferred Stock
9 unchanged sentences
$ ( 40,199,557 )
−Removed: Issuance of shares net of $ 457,060 issuance costs
+Added: Cumulative Effect Adjustment RFV discount per adoption of ASU 2020-06 at March 1, 2024
( 4,175,535 )
+Added: ( 4,175,535 )
Issuance of shares, net of $ 701,565 issuance costs
4,979,636,877
−Removed: Relative fair value of Series F warrants issued with debt
−Removed: Shares issued for services
−Removed: Stock based compensation - employee stock option plan
+Added: Debt exchanged for common stock
+Added: Series F Preferred Shares exchanged for debt
+Added: Issuance of Series B Preferred Shares
+Added: Series B Preferred Shares issued as commitment fee
+Added: Series B Preferred shares issued as dividend
+Added: Redemption of Series B Preferred shares
+Added: Issuance of Series C Preferred Shares
+Added: Stock based compensation
( 18,935,592 )
7 unchanged sentences
$ ( 156,496,930 )
−Removed: INTELLIGENCE TECHNOLOGY SOLUTIONS INC.
−Removed: STATEMENTS OF CASH FLOWS
+Added: $ ( 49,931,012 )
+Added: ARTIFICIAL INTELLIGENCE TECHNOLOGY SOLUTIONS
+Added: CONSOLIDATED STATEMENTS OF CASH FLOWS
February 28, 2025
6 unchanged sentences
Impairment on revenue earning devices
−Removed: Inventory provision
−Removed: (Gain) loss on disposal of fixed assets
+Added: Inventory provision (recovery)
+Added: Gain on disposal of fixed assets
Bad debts expense
2 unchanged sentences
Stock based compensation
−Removed: Change in fair value of derivative liabilities
Amortization of debt discounts
−Removed: (Gain) loss on settlement of debt
−Removed: Increase (decrease) in related party accrued payroll and interest
+Added: Gain on settlement of debt
+Added: Increase in related party accrued payroll and interest
Changes in operating assets and liabilities:
5 unchanged sentences
Accounts payable and accrued expenses
−Removed: Accrued expense, related party
+Added: Deferred compensation for CFO
Customer deposits
7 unchanged sentences
Purchase of fixed assets
−Removed: Purchase of investment
+Added: Purchase of trademarks
+Added: Purchase of investment (convertible note receivable)
Reimbursement of security deposit
3 unchanged sentences
Share proceeds net of issuance costs
−Removed: Proceeds from convertible notes payable
−Removed: Repayment of convertible debt
+Added: Proceeds on issuance of Series B Preferred Shares
+Added: Redemption of Series B Preferred Shares
+Added: Proceeds on issuance of Series C Preferred Shares
Net borrowings loan payable-related party
1 unchanged sentence
Repayment of loans payable
−Removed: ( 1,763,009 )
Net cash provided by financing activities
Net change in cash
−Removed: ( 3,708,387 )
Cash, beginning of period
4 unchanged sentences
Noncash investing and financing activities:
+Added: Cumulative Effect Adjustment RFV discount per adoption of ASU 2020-06 at March 1, 2024
Right of use asset for lease liability
Transfer from device parts inventory to fixed assets
−Removed: Proceeds of fixed asset disposition to loan payable ,
−Removed: related party
+Added: Proceeds of fixed asset disposition to loan payable, related party
Shares issued for services
2 unchanged sentences
Series F warrants issued along with debt
−Removed: Exchange of common share warrants for debt
−Removed: Refund on abandoned trademarks
−Removed: Penalty shares pursuant to a share purchase agreement
−Removed: Exercise of warrants
−Removed: accompanying notes are an integral part of these consolidated financial statements.
−Removed: INTELLIGENCE TECHNOLOGY SOLUTIONS INC.
−Removed: TO THE CONSOLIDATED FINANCIAL STATEMENTS
+Added: Exchange of Series F Preferred Shares for loans payable
+Added: Exchange of loans payable for common shares
+Added: Convertible note receivable exchanged for investment at cost
+Added: Dividend on Series B Preferred Shares paid in Series B Preferred Shares
+Added: The accompanying notes are an integral part
+Added: of these consolidated financial statements.
+Added: ARTIFICIAL INTELLIGENCE TECHNOLOGY SOLUTIONS
+Added: NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
GENERAL INFORMATION AND GOING CONCERN
−Removed: Intelligence Technology Solutions Inc.
−Removed: (formerly known as On the Move Systems Corp.) (“AITX” or the “Company”)
−Removed: was incorporated in Florida on March 25, 2010 and reincorporated in Nevada on February 17, 2015.
−Removed: On August 24, 2018, Artificial Intelligence
−Removed: Technology Solutions Inc., changed its name from On the Move Systems Corp (“OMVS”).
−Removed: Assistance Devices, LLC (“RAD”), was incorporated in the State of Nevada on July 26, 2016 as a LLC.
−Removed: On July 25, 2017, Robotic
−Removed: Assistance Devices LLC converted to a C Corporation, Robotic Assistance Devices, Inc.
−Removed: through the issuance of 10,000 common shares to
−Removed: its sole shareholder.
−Removed: August 28, 2017, AITX completed the acquisition of RAD (the “Acquisition”), whereby AITX acquired all the ownership and equity
−Removed: interest in RAD for 3,350,000 shares of AITX Series E Preferred Stock and 2,450 shares of Series F Convertible Preferred Stock.
−Removed: prior business focus was transportation services, and AITX was exploring the on-demand logistics market by developing a network of logistics
−Removed: partnerships.
−Removed: As a result of the closing of the Acquisition, AITX has succeeded to the business of RAD, in which AITX purchased all of
−Removed: the outstanding shares of capital stock of RAD.
−Removed: As a result, AITX’s business going forward will consist of one segment activity
−Removed: which is the delivery of artificial intelligence and robotic solutions for operational, security and monitoring needs.
−Removed: Acquisition was treated as a reverse recapitalization effected by a share exchange for financial accounting and reporting purposes since
−Removed: substantially all of AITX’s operations were disposed of as part of the consummation of the transaction.
−Removed: Therefore, no goodwill
−Removed: or other intangible assets were recorded by AITX as a result of the Acquisition.
−Removed: RAD is treated as the accounting acquirer as its stockholders
−Removed: control the Company after the Acquisition, even though AITX was the legal acquirer.
−Removed: As a result, the assets and liabilities and the historical
−Removed: operations that are reflected in these financial statements are those of RAD as if RAD had always been the reporting company.
−Removed: accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern.
−Removed: The accompanying
−Removed: financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of
−Removed: assets or the amounts and classifications of liabilities that may result from the possible inability of the Company to continue as a
+Added: Artificial Intelligence Technology Solutions Inc.
+Added: (formerly known as On the Move Systems Corp.) (“AITX” or the “Company”) was incorporated in Florida on March 25,
+Added: 2010 and reincorporated in Nevada on February 17, 2015.
+Added: On August 24, 2018, Artificial Intelligence Technology Solutions Inc., changed
+Added: its name from On the Move Systems Corp (“OMVS”).
+Added: Robotic Assistance Devices, LLC (“RAD”),
+Added: was incorporated in the State of Nevada on July 26, 2016 as a LLC.
+Added: On July 25, 2017, Robotic Assistance Devices LLC converted to a C Corporation,
+Added: Robotic Assistance Devices, Inc.
+Added: through the issuance of 10,000 common shares to its sole shareholder.
+Added: On August 28, 2017, AITX completed the acquisition
+Added: of RAD (the “Acquisition”), whereby AITX acquired all the ownership and equity interest in RAD for 3,350,000 shares of AITX
+Added: Series E Preferred Stock and 2,450 shares of Series F Convertible Preferred Stock.
+Added: AITX’s prior business focus was transportation
+Added: services, and AITX was exploring the on-demand logistics market by developing a network of logistics partnerships.
+Added: As a result of the
+Added: closing of the Acquisition, AITX has succeeded to the business of RAD, in which AITX purchased all of the outstanding shares of capital
+Added: stock of RAD.
+Added: As a result, AITX’s business going forward will consist of one segment activity which is the delivery of artificial
+Added: intelligence and robotic solutions for operational, security and monitoring needs.
+Added: The Acquisition was treated as a reverse recapitalization
+Added: effected by a share exchange for financial accounting and reporting purposes since substantially all of AITX’s operations were disposed
+Added: of as part of the consummation of the transaction.
+Added: Therefore, no goodwill or other intangible assets were recorded by AITX as a result
+Added: of the Acquisition.
+Added: RAD is treated as the accounting acquirer as its stockholders control the Company after the Acquisition, even though
+Added: AITX was the legal acquirer.
+Added: As a result, the assets and liabilities and the historical operations that are reflected in these financial
+Added: statements are those of RAD as if RAD had always been the reporting company.
GOING CONCERN
−Removed: the year ended February 29, 2024, the Company had negative cash flow from operating activities of $ 12,951,743 .
−Removed: As of February 29, 2024
−Removed: the Company has an accumulated deficit of $ 132,962,427 and negative working capital of $ 18,099,085 .
−Removed: Management does not anticipate having
−Removed: positive cash flow from operations in the near future.
−Removed: These factors raise substantial doubt about the Company’s ability to continue
−Removed: as a going concern for the twelve months following the issuance of these financial statements.
−Removed: 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
−Removed: to its shareholders or fully implement its business plan.
+Added: The accompanying consolidated financial statements
+Added: have been prepared assuming that the Company will continue as a going concern.
+Added: The accompanying financial statements do not include any
+Added: adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classifications
+Added: of liabilities that may result from the possible inability of the Company to continue as a going concern.
+Added: For the year ended February 28, 2025, the Company
+Added: had negative cash flow from operating activities of $ 12,196,388 .
+Added: As of February 28, 2025 the Company has an accumulated deficit of $ 156,496,930
+Added: and negative working capital of $ 2,548,138 .
+Added: Management does not anticipate having positive cash flow from operations in the near future.
+Added: These factors raise substantial doubt about the Company’s ability to continue as a going concern for the twelve months following
+Added: the issuance of these financial statements.
+Added: The Company does not have the resources at this
+Added: time to repay all its credit and debt obligations, make any payments in the form of dividends to its shareholders or fully implement its
+Added: business plan.
Without additional capital, the Company will not be able to remain in business.
−Removed: At the same time management points to its successful history with maintaining Company operations and reminds all with reasonable confidence
−Removed: this will continue.
−Removed: Management has plans to address the Company’s financial situation as follows:
−Removed: is committed to raise either non-dilutive funds or minimally dilutive funds.
−Removed: There is no assurance that these funds will be able to be
−Removed: raised nor can we provide assurance that these possible raises may not have dilutive effects.
−Removed: In March 2023, the Company entered into
−Removed: an equity financing agreement whereby an investor will purchase up to $ 30,000,000 of the Company’s common stock at a discount over
−Removed: a two-year period.
−Removed: There remains approximately $ 21 million left to issue under this arrangement..
−Removed: Management believes that it has the
−Removed: necessary support to continue operations by continuing its funding methods in the following ways :
−Removed: growing revenues ,through equity proceeds,
−Removed: and issuing non-convertible debt.
−Removed: Management has had many recent conversations with the Company’s primary debt holder and believes
−Removed: that the non-convertible debt on the balance sheet will be extended.
−Removed: Management notes that non-convertible debt on the books has been
−Removed: extended by this debt holder twice in the past and notes that this debt holder has been a strong supporter of the Company.
−Removed: INTELLIGENCE TECHNOLOGY SOLUTIONS INC.
−Removed: TO THE CONSOLIDATED FINANCIAL STATEMENTS
+Added: At the same time management points to its
+Added: successful history with maintaining Company operations and reminds all with reasonable confidence this will continue.
+Added: Management has plans
+Added: to address the Company’s financial situation as follows:
+Added: Management is committed to raise either
+Added: non-dilutive funds or minimally dilutive funds.
+Added: There is no assurance that these funds will be able to be raised nor can we provide
+Added: assurance that these possible raises may not have dilutive effects.
+Added: In September 2024, the Company entered into an equity financing
+Added: agreement whereby an investor will purchase up to $ 30,000,000 of the Company’s common stock at a discount over a two-year
+Added: There remains approximately $ 24 million left to issue under
+Added: this arrangement.
+Added: Management believes that it has the necessary support to continue operations by continuing its funding methods in the
+Added: following ways :
+Added: growing revenues ,through equity proceeds, and issuing non-convertible debt.
+Added: ARTIFICIAL INTELLIGENCE TECHNOLOGY SOLUTIONS
+Added: NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
ACCOUNTING POLICIES
−Removed: of Presentation and Consolidation
−Removed: accompanying financial statements have been prepared in accordance with generally accepted accounting principles in the United States
−Removed: (“GAAP”) and in conformity with the instructions on Form 10-K of Regulation S-X and the related rules and regulations of
−Removed: the Securities and Exchange Commission (“SEC”).
−Removed: The audited consolidated financial statements include the accounts of the
−Removed: Company and its wholly-owned subsidiaries, Robotic Assistance Devices, Inc., Robotic Assistance Devices Group , Inc, Robotic Assistance
−Removed: Devices Mobile , Inc.
−Removed: , On the Move Experience, LLC and OMV Transports, LLC.
−Removed: All significant intercompany accounts and transactions have
−Removed: been eliminated in consolidation.
−Removed: order to prepare financial statements in conformity with accounting principals generally accepted in the United States, management must
−Removed: make estimates , judgements and assumptions that affect the amounts reported in the financial statements and determine whether contingent
−Removed: assets and liabilities, if any, are disclosed in the financial statements.
−Removed: The ultimate resolution of issues requiring these estimates
−Removed: and assumptions could differ significantly from resolution currently anticipated by management and on which the financial statements
−Removed: The most significant estimates included in these consolidated financial statements are those associated with the assumptions
−Removed: used to value equity instruments used in debt settlements, amendments and extensions.
+Added: Basis of Presentation and Consolidation
+Added: The accompanying financial statements have been prepared in accordance
+Added: with generally accepted accounting principles in the United States (“GAAP”) and in conformity with the instructions on Form
+Added: 10-K of Regulation S-X and the related rules and regulations of the Securities and Exchange Commission (“SEC”).
+Added: consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries, Robotic Assistance Devices, Inc.,
+Added: Robotic Assistance Devices Group, Inc, Robotic Assistance Devices Mobile, Inc., Robotic Assistance Devices Residential, Inc.
+Added: All significant intercompany accounts and transactions have been eliminated in consolidation.
+Added: Use of Estimates
+Added: In order to prepare financial statements in conformity
+Added: with accounting principals generally accepted in the United States, management must make estimates, judgements and assumptions that affect
+Added: the amounts reported in the financial statements and determine whether contingent assets and liabilities, if any, are disclosed in the
+Added: financial statements.
+Added: The ultimate resolution of issues requiring these estimates and assumptions could differ significantly from resolution
+Added: currently anticipated by management and on which the financial statements are based.
+Added: The most significant estimates included in these
+Added: consolidated financial statements are those associated with the assumptions used to value equity instruments used in debt settlements,
+Added: amendments and extensions.
Reclassifications
−Removed: amounts in the Company’s consolidated financial statements for prior periods have been reclassified to conform to the current period
−Removed: presentation.
−Removed: These reclassifications have not changed the results of operations of prior periods.
−Removed: Concentrations
−Removed: February 29, 2024 there were $ 32,796,345 of loans payable, $ 28,540,506 or 87 % of these loans to companies controlled by one individual.
−Removed: At February 28, 2023 there were $ 31,254,345 of loans payable, $ 26,540,506 or 85 % of these loans to companies controlled by one individual.
−Removed: Company considers all highly liquid investments with an original maturity of three months or less to be cash equivalents.
−Removed: Cash and cash
−Removed: equivalents consist of cash on deposit with banks and money market instruments.
−Removed: The Company places its cash and cash equivalents with
−Removed: high-quality, U.S.
−Removed: financial institutions and, to date has not experienced losses on any of its balances.
−Removed: receivable are comprised of balances due from customers, net of estimated allowances for credit losses.
−Removed: In determining collectability,
−Removed: historical trends are evaluated, and specific customer issues are reviewed on a periodic basis to arrive at appropriate allowances.
−Removed: was an allowance of $ 68,000 and $ 39,000 provided as of February 29, 2024 and February 28, 2023, respectively.
−Removed: For the year ended February
−Removed: 29, 2024 , three customers account for 72 % of total accounts receivable .
−Removed: For the year ended February 28, 2023 , three customers account
+Added: Certain amounts in the Company’s consolidated
+Added: financial statements for prior periods have been reclassified to conform to the current period presentation.
+Added: These reclassifications have
+Added: not changed the results of operations of prior periods.
+Added: Concentrations of Loans Payable
+Added: At February 28, 2025 there were $ 32,801,345 loans
+Added: payable, $ 28,581,506 or 87 % of these loans to companies controlled by one individual.
+Added: At February 29, 2024 there were $ 32,796,345 loans
+Added: payable, $ 28,540,506 or 87 % of these loans to companies controlled by one individual.
+Added: The Company considers all highly liquid
+Added: investments with an original maturity of three months or less to be cash equivalents.
+Added: Cash and cash equivalents consist of cash on
+Added: deposit with banks and money market instruments.
+Added: The Company places its cash and cash equivalents with high-quality, U.S.
+Added: institutions which, at times, may exceed federally insured limits, and, to date has not experienced losses on any of its
+Added: ARTIFICIAL INTELLIGENCE TECHNOLOGY SOLUTIONS
+Added: NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
+Added: Accounts Receivable
+Added: Accounts receivable are comprised of balances
+Added: due from customers, net of estimated allowances for credit losses.
+Added: In determining collectability, historical trends are evaluated, and
+Added: specific customer issues are reviewed on a periodic basis to arrive at appropriate allowances.
+Added: There was an allowance of $ 140,000 and
+Added: $ 68,000 provided as of February 28, 2025 and February 29, 2024, respectively.
+Added: For the year ended February 28, 2025, one customer accounts
for 52 % of total accounts receivable .
−Removed: Parts Inventory
−Removed: parts inventory is stated at the lower of cost or net realizable value using the weighted average cost method.
−Removed: The Company records a
−Removed: valuation reserve for obsolete and slow-moving inventory, relying principally on specific identification of such inventory.
−Removed: uses these device parts in the assembly of revenue earning devices (and demo devices) as well as research and development.
−Removed: on use, the Company will transfer the parts to the corresponding asset or expense if used in research and development.
−Removed: A charge to income
−Removed: is taken when factors that would result in a need for an increase in the valuation, such as excess or obsolete inventory, are noted.
−Removed: At February 29, 2024 and at February 28, 2023 there was a valuation reserve of $ 959,000 and $ 195,000 , respectively.
−Removed: INTELLIGENCE TECHNOLOGY SOLUTIONS INC.
−Removed: TO THE CONSOLIDATED FINANCIAL STATEMENTS
−Removed: Earning Devices
−Removed: earning devices are stated at cost.
−Removed: Depreciation is provided on a straight-line basis over the estimated useful life of 48 months.
−Removed: Company continually evaluates revenue earning devices to determine whether events or changes in circumstances have occurred that may
−Removed: warrant revision of the estimated useful life or whether the devices should be evaluated for possible impairment.
−Removed: The Company uses a
−Removed: combination of the undiscounted cash flows and market approaches in assessing whether an asset has been impaired.
−Removed: The Company measures
−Removed: impairment losses based upon the amount by which the carrying amount of the asset exceeds the fair value.
−Removed: assets are stated at cost.
−Removed: Depreciation is provided on the straight-line method based on the estimated useful lives of the respective
−Removed: assets which range from three to five years .
+Added: For the year ended February 29, 2024, three customers account for 72 % of total accounts receivable
+Added: Device Parts Inventory
+Added: Device parts inventory is stated at the lower
+Added: of cost or net realizable value using the weighted average cost method.
+Added: The Company records a valuation reserve for obsolete and slow-moving
+Added: inventory, relying principally on specific identification of such inventory.
+Added: The Company uses these device parts in the assembly of revenue
+Added: earning devices (and demo devices) as well as research and development.
+Added: Depending on use, the Company will transfer the parts to the corresponding
+Added: asset or expense if used in research and development.
+Added: A charge to income is taken when factors that would result in a need for an increase
+Added: in the valuation, such as excess or obsolete inventory, are noted.
+Added: At February 28, 2025 and at February 29, 2024 there was a valuation
+Added: reserve of $ 465,000 and $ 959,000 , respectively.
+Added: Revenue Earning Devices
+Added: Revenue earning devices are stated at cost.
+Added: is provided on a straight-line basis over the estimated useful life of 48 months.
+Added: The Company continually evaluates revenue earning devices
+Added: to determine whether events or changes in circumstances have occurred that may warrant revision of the estimated useful life or whether
+Added: the devices should be evaluated for possible impairment.
+Added: The Company uses a combination of the undiscounted cash flows and market approaches
+Added: in assessing whether an asset has been impaired.
+Added: The Company measures impairment losses based upon the amount by which the carrying amount
+Added: of the asset exceeds the fair value.
+Added: Fixed assets are stated at cost.
+Added: is provided on the straight-line method based on the estimated useful lives of the respective assets which range from three to five years.
Major repairs or improvements are capitalized.
−Removed: Minor replacements and maintenance and repairs
−Removed: which do not improve or extend asset lives are expensed currently.
−Removed: OF FIXED ASSETS STATED AT COST
+Added: Minor replacements and maintenance and repairs which do not improve or extend asset lives
+Added: are expensed currently.
+Added: SCHEDULE OF FIXED ASSETS STATED AT COST
+Added: Computer equipment
+Added: Furniture and fixtures
+Added: Office equipment
+Added: Warehouse equipment
+Added: Leasehold improvements
5 years, the life of the lease
−Removed: Company periodically evaluates the fair value of fixed assets whenever events or changes in circumstances indicate that its carrying
−Removed: amounts may not be recoverable.
−Removed: Upon retirement or other disposition of fixed assets, the cost and related accumulated depreciation are
−Removed: removed from the accounts and the resulting gain or loss, if any, is recognized in income.
−Removed: and Development
−Removed: and development costs are expensed in the period they are incurred in accordance with ASC 730, Research and Development unless
−Removed: they meet specific criteria related to technical, market and financial feasibility, as determined by Management, including but not limited
−Removed: to the establishment of a clearly defined future market for the product, and the availability of adequate resources to complete the project.
−Removed: If all criteria are met, the costs are deferred and amortized over the expected useful life or written off if a product is abandoned.
−Removed: At February 29, 2024 and February 28, 2023, the Company had no deferred development costs.
+Added: The Company periodically evaluates the fair value
+Added: of fixed assets whenever events or changes in circumstances indicate that its carrying amounts may not be recoverable.
+Added: Upon retirement
+Added: or other disposition of fixed assets, the cost and related accumulated depreciation are removed from the accounts and the resulting gain
+Added: or loss, if any, is recognized in income.
+Added: ARTIFICIAL INTELLIGENCE TECHNOLOGY SOLUTIONS
+Added: NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
+Added: Research and Development
+Added: Research and development costs are expensed in
+Added: the period they are incurred in accordance with ASC 730, Research and Development unless they meet specific criteria related to
+Added: technical, market and financial feasibility, as determined by Management, including but not limited to the establishment of a clearly
+Added: defined future market for the product, and the availability of adequate resources to complete the project.
+Added: If all criteria are met, the
+Added: costs are deferred and amortized over the expected useful life or written off if a product is abandoned.
+Added: At February 28, 2025 and February
+Added: 29, 2024, the Company had no deferred development costs.
Contingencies
−Removed: Occasionally,
−Removed: the Company may be involved in claims and legal proceedings arising from the ordinary course of its business.
−Removed: The Company records a provision
−Removed: for a liability when it believes that it is both probable that a liability has been incurred, and the amount can be reasonably estimated.
−Removed: If these estimates and assumptions change or prove to be incorrect, it could have a material impact on the Company’s consolidated
+Added: Occasionally, the Company may be involved in claims
+Added: and legal proceedings arising from the ordinary course of its business.
+Added: The Company records a provision for a liability when it believes
+Added: that it is both probable that a liability has been incurred, and the amount can be reasonably estimated.
+Added: If these estimates and assumptions
+Added: change or prove to be incorrect, it could have a material impact on the Company’s consolidated financial statements.
+Added: Contingencies
+Added: are inherently unpredictable, and the assessments of the value can involve a series of complex judgments about future events and can rely
+Added: heavily on estimates and assumptions.
+Added: Sales of Future Revenues
+Added: The Company has entered into transactions, as
+Added: more fully described in footnote 10, in which it has received funding from investors in exchange for which it will make payments to those
+Added: investors based on the level of sales of certain revenue categories, generally based on a percentage of sales for those certain revenues.
+Added: The Company determines whether these agreements constitute sales of future revenues or are in substance debt based on the facts and circumstances
+Added: of each agreement, with the following primary criteria determinative of whether the agreement constitutes a sale of future revenues or
+Added: Does the agreement purport, in substance, to be a sale
+Added: Does the Company have continuing involvement in the generation of cash flows due the investor
+Added: Is the transaction cancellable by either party through payment of a lump sum or other transfer of assets
+Added: Is the investors rate of return implicitly limited by the terms of the agreement
+Added: Does the Company’s revenue for a reporting period underlying the agreement have only a minimal impact on the investor’s rate of return
+Added: Does the investor have recourse relating to payments due
+Added: In the event a transaction is determined to be
+Added: a sale of future revenues, it is recorded as deferred revenue and amortized using the sum-of-the-revenue method.
+Added: In the event a transaction
+Added: is determined to be debt, it is recorded as debt and amortized using the effective interest method.
+Added: As of the date of these financial
+Added: statements, the Company has determined that all such agreements are debt.
+Added: ARTIFICIAL INTELLIGENCE TECHNOLOGY SOLUTIONS
+Added: NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
+Added: Revenue Recognition
+Added: ASU 2014-09, “Revenue from Contracts
+Added: with Customers (Topic 606)” , supersedes the revenue recognition requirements and industry specific guidance under Revenue
+Added: Recognition (Topic 605) .
+Added: Topic 606 requires an entity to recognize revenue when it transfers promised goods or services to customers
+Added: in an amount that reflects the consideration the entity expects to be entitled to in exchange for those goods or services.
+Added: Topic 606 defines
+Added: 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
+Added: recognition process than required under existing accounting principles generally accepted in the United States of America (“U.S.
+Added: GAAP”) including identifying performance obligations in the contract, estimating the amount of variable consideration to include
+Added: in the transaction price and allocating the transaction price to each separate performance obligation..
+Added: For the year ended February 28,
+Added: 2025, one customer accounted for 55 % of total revenue and for the year ended February 29, 2024, three customers accounted for 56 % of total
+Added: revenue (see Note-3).
+Added: Income taxes are accounted for under the asset
+Added: and liability method.
+Added: Deferred tax assets and liabilities are recognized when items of income and expense are recognized in the financial
+Added: statements in different periods than when recognized in the tax return.
+Added: Deferred tax assets arise when expenses are recognized in the
+Added: financial statements before the tax returns or when income items are recognized in the tax return prior to the financial statements.
+Added: tax assets also arise when operating losses or tax credits are available to offset tax payments due in future years.
+Added: Deferred tax liabilities
+Added: arise when income items are recognized in the financial statements before the tax returns or when expenses are recognized in the tax return
+Added: prior to the financial statements.
+Added: Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable
+Added: income in the years in which those temporary differences are expected to be recovered or settled.
+Added: The effect on deferred tax assets and
+Added: liabilities of a change in tax rates is recognized in income in the period that includes the enactment date.
+Added: On December 22, 2017, the Tax Cuts and Jobs Act
+Added: (“Tax Act”) was signed into law.
+Added: ASC 740, Accounting for Income Taxes requires companies to recognize the effects of changes
+Added: 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
+Added: the new legislation is enacted.
+Added: The Company’s gross deferred tax assets were revalued based on the reduction in the federal statutory
+Added: tax rate from 35% to 21%.
+Added: A corresponding offset has been made to the valuation allowance, and any potential other taxes arising due to
+Added: the Tax Act will result in reductions to the Company’s net operating loss carryforward and valuation allowance.
+Added: The Company will
+Added: continue to analyze the Tax Act to assess its full effects on the Company’s financial results, including disclosures, for the Company’s
+Added: fiscal year ending February 28, 2025, but the Company does not expect the Tax Act to have a material impact on the Company’s consolidated
financial statements.
−Removed: Contingencies are inherently unpredictable, and the assessments of the value can involve a series of complex judgments
−Removed: about future events and can rely heavily on estimates and assumptions.
−Removed: INTELLIGENCE TECHNOLOGY SOLUTIONS INC.
−Removed: TO THE CONSOLIDATED FINANCIAL STATEMENTS
−Removed: of Future Revenues
−Removed: Company has entered into transactions, as more fully described in footnote 10, in which it has received funding from investors in exchange
−Removed: for which it will make payments to those investors based on the level of sales of certain revenue categories, generally based on a percentage
−Removed: of sales for those certain revenues.
−Removed: The Company determines whether these agreements constitute sales of future revenues or are in substance
−Removed: debt based on the facts and circumstances of each agreement, with the following primary criteria determinative of whether the agreement
−Removed: constitutes a sale of future revenues or debt:
−Removed: the agreement purport, in substance, to be a sale
−Removed: the Company have continuing involvement in the generation of cash flows due the investor
−Removed: the transaction cancellable by either party through payment of a lump sum or other transfer of assets
−Removed: the investors rate of return implicitly limited by the terms of the agreement
−Removed: the Company’s revenue for a reporting period underlying the agreement have only a minimal impact on the investor’s rate
−Removed: the investor have recourse relating to payments due
−Removed: 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
−Removed: In the event a transaction is determined to be debt, it is recorded as debt and amortized using the effective interest method.
−Removed: As of the date of these financial statements, the Company has determined that all such agreements are debt.
−Removed: 2014-09, “Revenue from Contracts with Customers (Topic 606)” , supersedes the revenue recognition requirements and
−Removed: industry specific guidance under Revenue Recognition (Topic 605) .
−Removed: Topic 606 requires an entity to recognize revenue when it transfers
−Removed: promised goods or services to customers in an amount that reflects the consideration the entity expects to be entitled to in exchange
−Removed: for those goods or services.
−Removed: Topic 606 defines a five-step process that must be evaluated and, in doing so, it is possible more judgment
−Removed: and estimates may be required within the revenue recognition process than required under existing accounting principles generally accepted
−Removed: in the United States of America (“U.S.
−Removed: GAAP”) including identifying performance obligations in the contract, estimating the
−Removed: amount of variable consideration to include in the transaction price and allocating the transaction price to each separate performance
−Removed: For the year ended February 29, 2024 , three customers accounted for 56 % of total revenue and for the year ended February
−Removed: 28, 2023 , two customers accounted for 45 % of total revenue.
−Removed: taxes are accounted for under the asset and liability method.
−Removed: Deferred tax assets and liabilities are recognized when items of income
−Removed: and expense are recognized in the financial statements in different periods than when recognized in the tax return.
−Removed: Deferred tax assets
−Removed: arise when expenses are recognized in the financial statements before the tax returns or when income items are recognized in the tax
−Removed: return prior to the financial statements.
−Removed: Deferred tax assets also arise when operating losses or tax credits are available to offset
−Removed: tax payments due in future years.
−Removed: Deferred tax liabilities arise when income items are recognized in the financial statements before
−Removed: the tax returns or when expenses are recognized in the tax return prior to the financial statements.
−Removed: Deferred tax assets and liabilities
−Removed: are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected
−Removed: to be recovered or settled.
−Removed: The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the
−Removed: period that includes the enactment date.
−Removed: December 22, 2017, the Tax Cuts and Jobs Act (“Tax Act”) was signed into law.
−Removed: ASC 740, Accounting for Income Taxes requires
−Removed: companies to recognize the effects of changes in tax laws and rates on deferred tax assets and liabilities and the retroactive effects
−Removed: of changes in tax laws in the period in which the new legislation is enacted.
−Removed: The Company’s gross deferred tax assets were revalued
−Removed: based on the reduction in the federal statutory tax rate from 35% to 21% .
−Removed: A corresponding offset has been made to the valuation allowance,
−Removed: and any potential other taxes arising due to the Tax Act will result in reductions to the Company’s net operating loss carryforward
−Removed: and valuation allowance.
−Removed: The Company will continue to analyze the Tax Act to assess its full effects on the Company’s financial
−Removed: results, including disclosures, for the Company’s fiscal year ending February 29, 2024, but the Company does not expect the Tax
−Removed: Act to have a material impact on the Company’s consolidated financial statements.
−Removed: agreements are evaluated to determine if they are sales/finance leases meeting any of the following criteria at inception:
−Removed: of ownership of the underlying asset;
−Removed: (b) purchase option that is reasonably certain of being exercised;
−Removed: (c) the lease term is greater
−Removed: than a major part of the remaining estimated economic life of the underlying asset;
−Removed: or (d) if the present value of the sum of lease payments
−Removed: 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)
−Removed: equals or exceeds substantially all of the fair value of the underlying asset.
−Removed: INTELLIGENCE TECHNOLOGY SOLUTIONS INC.
−Removed: TO THE CONSOLIDATED FINANCIAL STATEMENTS
−Removed: at its inception, a lease meets any of the four lease criteria above, the lease is classified by the Company as a sales/finance;
−Removed: if none of the four criteria are met, the lease is classified by the Company as an operating lease.
−Removed: lease payments are recognized as an expense in the income statement on a straight-line basis over the lease term, whereby an equal amount
−Removed: of rent expense is attributed to each period during the term of the lease, regardless of when actual payments are made.
−Removed: This generally
−Removed: 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
−Removed: The difference between rent expense recognized and actual rental payments is recorded as deferred rent and included in liabilities.
−Removed: Distinguishing
−Removed: Liabilities from Equity
−Removed: Company relies on the guidance provided by ASC Topic 480, Distinguishing Liabilities from Equity , to classify certain redeemable
−Removed: and/or convertible instruments.
−Removed: The Company first determines whether a financial instrument should be classified as a liability.
−Removed: Company will determine the liability classification if the financial instrument is mandatorily redeemable, or if the financial instrument,
−Removed: other than outstanding shares, embodies a conditional obligation that the Company must or may settle by issuing a variable number of
−Removed: its equity shares.
−Removed: the Company determines that a financial instrument should not be classified as a liability, the Company determines whether the financial
−Removed: instrument should be presented between the liability section and the equity section of the balance sheet (“temporary equity”).
−Removed: The Company will determine temporary equity classification if the redemption of the financial instrument is outside the control of the
−Removed: Company (i.e.
+Added: Lease agreements are evaluated to determine if
+Added: they are sales/finance leases meeting any of the following criteria at inception:
+Added: (a) transfer of ownership of the underlying asset;
+Added: purchase option that is reasonably certain of being exercised;
+Added: (c) the lease term is greater than a major part of the remaining estimated
+Added: economic life of the underlying asset;
+Added: or (d) if the present value of the sum of lease payments and any residual value guaranteed by the
+Added: lessee that has not already been included in lease payments in accordance with ASC 842-10-30-5(f) equals or exceeds substantially all
+Added: of the fair value of the underlying asset.
+Added: If at its inception, a lease meets any of the
+Added: four lease criteria above, the lease is classified by the Company as a sales/finance;
+Added: and if none of the four criteria are met, the lease
+Added: is classified by the Company as an operating lease.
+Added: ARTIFICIAL INTELLIGENCE TECHNOLOGY SOLUTIONS
+Added: NOTES TO THE CONSOLIDATED
+Added: FINANCIAL STATEMENTS
+Added: Operating lease payments are recognized as an
+Added: expense in the income statement on a straight-line basis over the lease term, whereby an equal amount of rent expense is attributed to
+Added: each period during the term of the lease, regardless of when actual payments are made.
+Added: This generally results in rent expense in excess
+Added: of cash payments during the early years of a lease and rent expense less than cash payments in the later years.
+Added: The difference between
+Added: rent expense recognized and actual rental payments is recorded as deferred rent and included in liabilities.
+Added: Distinguishing Liabilities from Equity
+Added: The Company relies on the guidance provided by
+Added: ASC Topic 480, Distinguishing Liabilities from Equity , to classify certain redeemable and/or convertible instruments.
+Added: first determines whether a financial instrument should be classified as a liability.
+Added: The Company will determine the liability classification
+Added: if the financial instrument is mandatorily redeemable, or if the financial instrument, other than outstanding shares, embodies a conditional
+Added: obligation that the Company must or may settle by issuing a variable number of its equity shares.
+Added: Once the Company determines that a financial instrument
+Added: should not be classified as a liability, the Company determines whether the financial instrument should be presented between the liability
+Added: section and the equity section of the balance sheet (“temporary equity”).
+Added: The Company will determine temporary equity classification
+Added: if the redemption of the financial instrument is outside the control of the Company (i.e.
at the option of the holder).
−Removed: Otherwise, the Company accounts for the financial instrument as permanent equity.
−Removed: CEO and Chairman holds sufficient shares of the Company’s voting stock that give sufficient voting rights under the articles of
−Removed: incorporation and bylaws of the Company such that the CEO and Chairman can at any time unilaterally vote to increase the number of authorized
−Removed: shares of common stock of the Company without the need to call a general meeting of common shareholders of the Company.
−Removed: Company records its financial instruments classified as liability, temporary equity or permanent equity at issuance at the fair value,
−Removed: or cash received.
−Removed: Measurement – Financial Instruments Classified as Liabilities
−Removed: Company records the fair value of its financial instruments classified as liabilities at each subsequent measurement date.
−Removed: in fair value of its financial instruments classified as liabilities are recorded as other income (expenses).
−Removed: Value of Financial Instruments
−Removed: Topic 820, Fair Value Measurements and Disclosures (“ASC Topic 820”) provides a framework for measuring fair value
−Removed: in accordance with generally accepted accounting principles.
−Removed: 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
−Removed: between market participants at the measurement date.
−Removed: ASC Topic 820 establishes a fair value hierarchy that distinguishes between (1)
−Removed: market participant assumptions developed based on market data obtained from independent sources (observable inputs) and (2) an entity’s
−Removed: own assumptions about market participant assumptions developed based on the best information available in the circumstances (unobservable
−Removed: INTELLIGENCE TECHNOLOGY SOLUTIONS INC.
−Removed: TO THE CONSOLIDATED FINANCIAL STATEMENTS
−Removed: fair value hierarchy consists of three broad levels, which gives the highest priority to unadjusted quoted prices in active markets for
−Removed: identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3).
−Removed: The three levels of the fair value
−Removed: hierarchy under ASC Topic 820 are described as follows:
−Removed: 1 – Unadjusted quoted prices in active markets for identical assets or liabilities that are accessible at the measurement date.
−Removed: 2 – Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly
−Removed: or indirectly.
+Added: Otherwise, the
+Added: Company accounts for the financial instrument as permanent equity.
+Added: Our CEO and Chairman holds sufficient shares of
+Added: the Company’s voting stock that give sufficient voting rights under the articles of incorporation and bylaws of the Company such
+Added: that the CEO and Chairman can at any time unilaterally vote to increase the number of authorized shares of common stock of the Company
+Added: without the need to call a general meeting of common shareholders of the Company.
+Added: Initial Measurement
+Added: The Company records its financial instruments
+Added: classified as liability, temporary equity or permanent equity at issuance at the fair value, or cash received.
+Added: Subsequent Measurement – Financial Instruments
+Added: Classified as Liabilities
+Added: The Company records the fair value of its financial
+Added: instruments classified as liabilities at each subsequent measurement date.
+Added: The changes in fair value of its financial instruments classified
+Added: as liabilities are recorded as other income (expenses).
+Added: Fair Value of Financial Instruments
+Added: ASC Topic 820, Fair Value Measurements and
+Added: Disclosures (“ASC Topic 820”) provides a framework for measuring fair value in accordance with generally accepted accounting
+Added: ASC Topic 820 defines fair value as the price
+Added: that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement
+Added: ASC Topic 820 establishes a fair value hierarchy that distinguishes between (1) market participant assumptions developed based on
+Added: market data obtained from independent sources (observable inputs) and (2) an entity’s own assumptions about market participant assumptions
+Added: developed based on the best information available in the circumstances (unobservable inputs).
+Added: ARTIFICIAL INTELLIGENCE TECHNOLOGY SOLUTIONS
+Added: NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
+Added: The fair value hierarchy consists of three broad
+Added: levels, which gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1) and
+Added: the lowest priority to unobservable inputs (Level 3).
+Added: The three levels of the fair value hierarchy under ASC Topic 820 are described as
+Added: Level 1 – Unadjusted quoted prices in active markets for identical assets or liabilities that are accessible at the measurement date.
+Added: 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;
−Removed: quoted prices for identical
−Removed: or similar assets or liabilities in markets that are not active;
−Removed: inputs other than quoted prices that are observable for the asset
−Removed: or liability;
+Added: quoted prices for identical or similar assets or liabilities in markets that are not active;
+Added: 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.
−Removed: 3 – Inputs that are unobservable for the asset or liability.
−Removed: on a Recurring Basis
−Removed: following table presents information about our liabilities measured at fair value on a recurring basis, aggregated by the level in the
−Removed: fair value hierarchy within which those measurements fell:
−Removed: OF LIABILITIES MEASURED AT FAIR VALUE
+Added: Level 3 – Inputs that are unobservable for the asset or liability.
+Added: Measured on a Recurring Basis
+Added: The following table presents information about
+Added: our liabilities measured at fair value on a recurring basis, aggregated by the level in the fair value hierarchy within which those measurements
+Added: SCHEDULE OF LIABILITIES MEASURED AT FAIR VALUE
Fair Value Measurement Using
February 28, 2025
−Removed: Incentive compensation plan payable –
−Removed: revaluation of equity awards payable in Series G shares
+Added: Investment at cost
+Added: Incentive compensation plan payable – revaluation of equity awards payable in Series G shares
February 29, 2024
−Removed: Incentive compensation plan payable – revaluation
−Removed: of equity awards payable in Series G shares
−Removed: Company recorded stock based compensation of $ 1,521,000 and $ 499,500 for the years ended February 29, 2024 and February 28, 2023 with
−Removed: corresponding adjustments to incentive compensation plan payable.
−Removed: carrying amounts of the Company’s financial assets and liabilities, such as cash, accounts receivable, prepaid expenses and advances,
−Removed: accounts payable and accrued expenses, approximate their fair values because of the short maturity of these instruments.
−Removed: (Loss) per Share
−Removed: earnings (loss) per share (“EPS”) is computed by dividing net income (loss) available to common shareholders (numerator)
−Removed: by the weighted average number of shares outstanding (denominator) during the period.
−Removed: Diluted EPS give effect to all dilutive potential
−Removed: common shares outstanding during the period using the treasury stock method and convertible preferred stock using the if-converted method.
−Removed: In computing diluted EPS, the average stock price for the period is used to determine the number of shares assumed to be purchased from
−Removed: the exercise of stock options and/or warrants.
−Removed: Diluted EPS excluded all dilutive potential shares if their effect is anti-dilutive.
−Removed: loss per common share is computed based on the weighted average number of shares outstanding during the period.
−Removed: Diluted loss per share
−Removed: is computed in a manner similar to the basic loss per share, except the weighted-average number of shares outstanding is increased to
−Removed: include all common shares, including those with the potential to be issued by virtue of convertible debt and other such convertible instruments.
−Removed: Diluted loss per share contemplates a complete conversion to common shares of all convertible instruments only if they are dilutive in
−Removed: nature with regards to earnings per share.
−Removed: INTELLIGENCE TECHNOLOGY SOLUTIONS INC.
−Removed: TO THE CONSOLIDATED FINANCIAL STATEMENTS
−Removed: Issued Accounting Pronouncements
−Removed: Issued Accounting Standards Not Yet Adopted
−Removed: August 2020, the FASB issued ASU 2020-06, Debt — Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and
−Removed: Hedging-Contracts in Entity’s Own Equity (Subtopic 815-40) :
−Removed: Accounting for Convertible Instruments and Contracts in an Entity’s
−Removed: Under ASU 2020-06, the embedded conversion features are no longer separated from the host contract for convertible instruments
−Removed: with conversion features that are not required to be accounted for as derivatives under Topic 815, or that do not result in substantial
−Removed: premiums accounted for as paid-in capital.
−Removed: Consequently, a convertible debt instrument will be accounted for as a single liability measured
−Removed: at its amortized cost, as long as no other features require bifurcation and recognition as derivatives.
−Removed: The new guidance also requires
−Removed: the if-converted method to be applied for all convertible instruments.
−Removed: The amendments in ASU 2020-06 are effective for public entities,
−Removed: excluding smaller reporting companies as defined, for fiscal years beginning after December 15, 2021.
−Removed: For all other entities, the amendments
−Removed: are effective for fiscal years beginning after December 15, 2023.
+Added: Incentive compensation plan payable – revaluation of equity awards payable in Series G shares
+Added: For the incentive compensation plan , the Company
+Added: recorded stock based compensation of $ 0 and $ 1,521,000 for the years ended February 28, 2025 and February 29, 2024 with corresponding
+Added: adjustments to incentive compensation plan payable.
+Added: The carrying amounts of the Company’s financial
+Added: assets and liabilities, such as cash, accounts receivable, prepaid expenses and advances, accounts payable and accrued expenses, approximate
+Added: their fair values because of the short maturity of these instruments.
+Added: Earnings (Loss) per Share
+Added: Basic earnings (loss) per share (“EPS”)
+Added: is computed by dividing net income (loss) available to common shareholders (numerator) by the weighted average number of shares outstanding
+Added: (denominator) during the period.
+Added: Diluted EPS give effect to all dilutive potential common shares outstanding during the period using the
+Added: treasury stock method and convertible preferred stock using the if-converted method.
+Added: In computing diluted EPS, the average stock price
+Added: for the period is used to determine the number of shares assumed to be purchased from the exercise of stock options and/or warrants.
+Added: Diluted EPS excluded all dilutive potential
+Added: shares if their effect is anti-dilutive.
+Added: ARTIFICIAL INTELLIGENCE TECHNOLOGY SOLUTIONS
+Added: NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
+Added: Basic loss per common share is computed based
+Added: on the weighted average number of shares outstanding during the period.
+Added: Diluted loss per share is computed in a manner similar to the
+Added: basic loss per share, except the weighted-average number of shares outstanding is increased to include all common shares, including those
+Added: with the potential to be issued by virtue of convertible debt and other such convertible instruments.
+Added: Diluted loss per share contemplates
+Added: a complete conversion to common shares of all convertible instruments only if they are dilutive in nature with regards to earnings per
+Added: Recently Issued Accounting Pronouncements
+Added: Recently Issued Accounting Standards During
+Added: In August 2020, the FASB issued ASU 2020-06, Debt
+Added: — Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging-Contracts in Entity’s Own Equity (Subtopic
+Added: Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity .
+Added: Under ASU 2020-06, the embedded
+Added: conversion features are no longer separated from the host contract for convertible instruments with conversion features that are not required
+Added: to be accounted for as derivatives under Topic 815, or that do not result in substantial premiums accounted for as paid-in capital.
+Added: Consequently,
+Added: a convertible debt instrument will be accounted for as a single liability measured at its amortized cost, as long as no other features
+Added: require bifurcation and recognition as derivatives.
+Added: The new guidance also requires the if-converted method to be applied for all convertible
+Added: The amendments in ASU 2020-06 are effective for public entities, excluding smaller reporting companies as defined, for fiscal
+Added: years beginning after December 15, 2021.
+Added: For all other entities, the amendments are effective for fiscal years beginning after December
Early adoption is permitted.
−Removed: A reporting entity is not permitted to
−Removed: adopt the guidance in an interim period, other than the first interim period of its fiscal year.
−Removed: Adoption of the standard requires using
−Removed: either a modified retrospective or a full retrospective approach.
−Removed: Management is currently evaluating the effect of these provisions on
−Removed: the Company’s financial position and results of operations
+Added: A reporting entity is not permitted to adopt the guidance in an interim period, other than the
+Added: first interim period of its fiscal year.
+Added: The Company adopted the standard using a modified retrospective approach.
+Added: The adjustment to the
+Added: Company’s accumulated deficit at March 1, 2024 was $ 4,175,535 with a corresponding adjustment to loans payable.
REVENUE FROM CONTRACTS WITH CUSTOMERS
−Removed: is earned primarily from two sources:
+Added: Revenue is earned primarily from two sources:
1) direct sales of goods or services and 2) short-term rentals.
−Removed: Direct sales of goods or services
−Removed: are accounted for under Topic 606, and short-term rentals are accounted for under Topic 842 which was adopted.
−Removed: On March 1, 2019.
−Removed: disclosed in the revenue recognition section of Note 2 – Accounting Polices, the Company adopted Topic 606 in accordance with the
−Removed: effective date on March 1, 2018.
−Removed: Note 2 includes disclosures regarding the Company’s method of adoption and the impact on the Company’s
−Removed: financial statements.
−Removed: Revenue is recognized on direct sales of goods or services when it transfers promised goods or services to customers
−Removed: in an amount that reflects the consideration the entity expects to be entitled to in exchange for those goods or services.
−Removed: INTELLIGENCE TECHNOLOGY SOLUTIONS INC.
−Removed: TO THE CONSOLIDATED FINANCIAL STATEMENTS
−Removed: adoption of Topic 842, also referred to above in Note 2, the Company accounts for revenue earned from rental activities where an
−Removed: identified asset is transferred to the customer and the customer has the ability to control that asset for periods greater than one
−Removed: To date none of the lease agreements entered into have been for periods longer than one year or greater, and the Company has
−Removed: availed itself of the practical expedient to exclude such leases from ASC 842 accounting and instead has accounted for these leases
−Removed: under ASC 606.
−Removed: following table presents revenues from contracts with customers disaggregated by product/service:
−Removed: OF REVENUES FROM CONTRACTS WITH CUSTOMERS
+Added: Direct sales of goods or services are accounted for under Topic 606, ,
+Added: and short-term rentals are accounted for under Topic 842 (which addresses lease accounting and was adopted on March 1, 2019).
+Added: As disclosed in the revenue recognition section
+Added: of Note 2 – Accounting Polices, the Company adopted Topic 606 in accordance with the effective date on March 1, 2018.
+Added: Note 2 includes
+Added: disclosures regarding the Company’s method of adoption and the impact on the Company’s financial statements.
+Added: Revenue is recognized
+Added: on direct sales of goods or services when it transfers promised goods or services to customers in an amount that reflects the consideration
+Added: the entity expects to be entitled to in exchange for those goods or services.
+Added: ARTIFICIAL INTELLIGENCE TECHNOLOGY SOLUTIONS
+Added: NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
+Added: After adopting Topic 842, also referred to above
+Added: in Note 3, the Company is accounting for revenue earned from rental activities where an identified asset is transferred to the customer
+Added: and the customer has the ability to control that asset.
+Added: The Company recognizes revenue from its device rental activities when persuasive
+Added: evidence of a contract exists, the performance obligations have been satisfied, the transaction price is fixed or determinable and collection
+Added: is reasonably assured.
+Added: Performance obligations associated with device rental transactions are satisfied over the rental period.
+Added: periods are short-term in nature.
+Added: Therefore, the Company has elected to apply the practical expedient which eliminates the requirement
+Added: to disclose information about remaining performance obligations.
+Added: Payments are due from customers at the completion of the rental, except
+Added: for customers with negotiated payment terms, generally net 30 days or less, which are invoiced and remain as accounts receivable until
+Added: The following table presents revenues from contracts
+Added: with customers disaggregated by product/service:
+Added: SCHEDULE OF REVENUES FROM CONTRACTS WITH CUSTOMERS
February 28, 2025
2 unchanged sentences
Direct sales of goods and services
−Removed: lease certain warehouses, and office space.
+Added: We lease certain warehouses, and office space.
Leases with an initial term of 12 months or less are not recorded on the balance sheet;
−Removed: recognize lease expense for these leases on a straight-line basis over the lease term.
−Removed: For lease agreements entered into or reassessed
−Removed: after the adoption of Topic 842, we did not combine lease and non-lease components.
−Removed: is no lease renewal.
−Removed: The depreciable life of assets and leasehold improvements are limited by the expected lease term, unless there is
−Removed: a transfer of title or purchase option reasonably certain of exercise.
−Removed: is a summary of our lease assets and liabilities at February 29, 2024 and February 28, 2023.
−Removed: OF LEASE ASSETS AND LIABILITIES
+Added: we recognize lease expense for these leases on
+Added: a straight-line basis over the lease term.
+Added: For lease agreements entered into or reassessed after the adoption of Topic 842, we did not
+Added: combine lease and non-lease components.
+Added: There is no lease renewal.
+Added: The depreciable life
+Added: of assets and leasehold improvements are limited by the expected lease term, unless there is a transfer of title or purchase option reasonably
+Added: certain of exercise.
+Added: Below is a summary of our lease assets and liabilities
+Added: at February 28, 2025 and February 29, 2024.
+Added: SCHEDULE OF LEASE ASSETS AND LIABILITIES
Classification
5 unchanged sentences
Total lease liabilities
−Removed: 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
−Removed: was based on the information available at commencement date in determining the present value of lease payments.
−Removed: We compare against loans
−Removed: we obtain to acquire physical assets and not loans we obtain for financing.
−Removed: The loans we obtain for financing are generally at significantly
−Removed: higher rates and we believe that physical space or vehicle rental agreements are in line with physical asset financing agreements.
−Removed: charges were not included in operating lease expense and were expensed in general and administrative expenses as incurred.
−Removed: lease cost and rent was $ 260,406 and $ 260,271 for both the twelve months ended February 29, 2024 and February 28, 2023, respectively.
−Removed: INTELLIGENCE TECHNOLOGY SOLUTIONS INC.
−Removed: TO THE CONSOLIDATED FINANCIAL STATEMENTS
−Removed: December 23, 2022 the Company entered into a Simple Agreement for Future Equity (SAFE) contract to invest $ 50,000 to acquire shares of
−Removed: a company’s capital stock at a discount.
+Added: As most of our leases do not provide
+Added: an implicit rate, we use our incremental borrowing rate of 10 % which for the leases noted above was based on the information
+Added: available at commencement date in determining the present value of lease payments.
+Added: We compare against loans we obtain to acquire
+Added: physical assets and not loans we obtain for financing.
+Added: The loans we obtain for financing are generally at significantly higher rates
+Added: and we believe that physical space or vehicle rental agreements are in line
+Added: with physical asset financing agreements.
+Added: CAM charges were not included in operating lease expense and were expensed in general and administrative
+Added: expenses as incurred.
+Added: ARTIFICIAL INTELLIGENCE TECHNOLOGY SOLUTIONS
+Added: NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
+Added: Operating lease cost and rent was $ 240,731 and
+Added: $ 260,406 for both the twelve months ended February 28, 2023 and February 29, 2024, respectively.
+Added: On December 23, 2022 the Company entered into a Simple Agreement for
+Added: Future Equity (SAFE) contract to invest $ 50,000 to acquire shares of a company’s capital stock at a discount.
+Added: On June 3, 2024 the
+Added: Company acquired a $ 50,000 convertible note receivable from Nightingale Intelligent Systems, Inc., a private Delaware corporation that
+Added: provides unmanned aerial vehicles (UAV) for commercial applications.
+Added: On January 3, 2025 the
+Added: Company exchanged it’s convertible note receivable for :
+Added: 1,770,840 Series A preferred shares , 15,000 common shares and 165,000
+Added: common share warrants.
+Added: On February 28, 2025, there was a 10 :1 split .
+Added: The Company now holds 177,084 Series A preferred shares , 1,500
+Added: common shares and 16,500 common share warrants (at a strike price of $ 0.80 /share).
+Added: The Company values the investment at $ 50,000 at February
REVENUE EARNING DEVICES
−Removed: earning devices consisted of the following:
−Removed: EARNING DEVICES CONSISTED OF THE FOLLOWING
+Added: Revenue earning devices (RED) consisted of the
+Added: SCHEDULE OF REVENUE EARNING DEVICES
February 28, 2025
2 unchanged sentences
Accumulated depreciation
−Removed: the year ended February 29, 2024, the Company made total additions to revenue earning devices of $ 2,166,081 which were transferred from
−Removed: The Company wrote- off assets with a value 748,243 and related accumulated depreciation $ 490,295 with a net book value of
−Removed: $ 257,948 as a permanent impairment on revenue devices along with finished goods inventory on assets not yet deployed of $ 326,180 for
−Removed: a total permanent impairment on revenue earning devices of $ 584,177 .
−Removed: During the year ended February 28, 2023, the Company made total
−Removed: additions to revenue earning devices of $ 871,334 which were transferred from inventory.
−Removed: There was no permanent impairment on revenue
−Removed: earning services for the year ended February 28, 2023.
−Removed: expense for these devices was $ 681,042 and $ 345,178 for the years ended February 29, 2024 and February 28, 2023, respectively.
−Removed: assets consisted of the following:
−Removed: OF FIXED ASSETS
+Added: ( 2,292,172 )
+Added: During the year ended February 28, 2025, the Company
+Added: made total additions to revenue earning devices of $ 3,398,505 which were transferred from inventory.
+Added: There was no permanent impairment
+Added: on revenue earning services for the year ended February 28, 2025.
+Added: During the year ended February 29, 2024, the Company made total additions
+Added: to revenue earning devices of $ 2,166,081 which were transferred from inventory.
+Added: The Company wrote- off assets with a value $ 748,243 and
+Added: related accumulated depreciation $ 490,295 with a net book value of $ 257,948 as a permanent impairment on revenue devices along with finished
+Added: goods inventory on assets not yet deployed of $ 326,180 for a total permanent impairment on revenue earning devices of $ 584,177 .
+Added: Depreciation and amortization for the years ended
+Added: February 28, 2025, and February 29, 2024, are as follows:
+Added: SCHEDULE OF DEPRECIATION AND AMORTIZATION
+Added: Depreciation and Amortization RED
+Added: Year Ended February 28,
February 29, 2024
+Added: Cost of Goods Sold
+Added: Operating expenses
+Added: Total Depreciation and Amortization RED
+Added: ARTIFICIAL INTELLIGENCE TECHNOLOGY SOLUTIONS
+Added: NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
+Added: Fixed assets consisted of the following:
+Added: SCHEDULE OF FIXED ASSETS
February 28, 2025
+Added: February 29, 2024
Machinery and equipment
8 unchanged sentences
accumulated depreciation
−Removed: the year ended February 29, 2024, the Company made additions to fixed assets of $ 22,165 and also additions through inventory transfers
−Removed: of $ 125,340 and the Company sold a vehicle having a net book value of $ 4,574 for fair value proceeds of $ 21,000 and recorded a gain on
−Removed: disposal of fixed assets of $ 16,426 .
−Removed: The $ 21,000 proceeds were applied to loan payable -related party.
−Removed: the year ended February 28, 2023, the Company made additions to fixed assets of $ 258,402 and also additions through inventory transfers
−Removed: of $ 52,471 .
−Removed: expense was $ 190,747 and $ 132,937 for the years ended February 29, 2024 and February 28, 2023, respectively.
−Removed: INTELLIGENCE TECHNOLOGY SOLUTIONS INC.
−Removed: TO THE CONSOLIDATED FINANCIAL STATEMENTS
+Added: During the year ended February 28, 2025, the Company
+Added: made additions to fixed assets of $ 23,724 and also additions through inventory transfers of $ 107,836 .
+Added: During the year ended February 29, 2024, the Company
+Added: made additions to fixed assets of $ 22,165 and also additions through inventory transfers of $ 125,340 and the Company sold a vehicle having
+Added: a net book value of $ 4,574 for fair value proceeds of $ 21,000 and recorded a gain on disposal of fixed assets of $ 16,426 .
+Added: proceeds were applied to loan payable -related party.
+Added: Depreciation and amortization for the years ended
+Added: February 28, 2025, and February 29, 2024, are as follows:
+Added: SCHEDULE OF DEPRECIATION AND AMORTIZATION IN OPERATING EXPENSES
+Added: Depreciation and Amortization
+Added: February 28, 2025
+Added: February 29, 2024
+Added: Revenue earning devices
+Added: Total Depreciation and Amortization included in operating expenses
+Added: ARTIFICIAL INTELLIGENCE TECHNOLOGY SOLUTIONS
+Added: NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
DEFERRED VARIABLE PAYMENT OBLIGATION
−Removed: February 1, 2019 the Company entered into an agreement with an investor whereby the investor would pay up to $ 900,000 in exchange for
−Removed: a perpetual 9 % rate payment (Payments) on the Company’s reported quarterly revenue from operations excluding any gains or losses
−Removed: from financial instruments (Revenues).
−Removed: At February 29, 2020 the investor has advanced the full $ 900,000 .
−Removed: May 9, 2019 the Company entered into two similar arrangements with two investors:
−Removed: investor would pay up to $ 400,000 in exchange for a perpetual 4 % rate Payment on the Company’s reported quarterly Revenues.
+Added: On February 1, 2019 the Company entered into an
+Added: agreement with an investor whereby the investor would pay up to $ 900,000 in exchange for a perpetual 9 % rate payment (Payments) on the
+Added: Company’s reported quarterly revenue from operations excluding any gains or losses from financial instruments (Revenues).
+Added: 29, 2020 the investor has advanced the full $ 900,000 .
+Added: On May 9, 2019 the Company entered into two similar
+Added: arrangements with two investors:
+Added: 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.
−Removed: investor would pay up to $ 50,000 in exchange for a perpetual 1.11 % rate Payment on the Company’s reported quarterly Revenues.
+Added: 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.
−Removed: variable payments (Payments) are to be made 30 days after the end of each fiscal quarter.
−Removed: If the Payments would deplete RAD’s available
−Removed: 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
−Removed: on the unpaid amount .
−Removed: 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
+Added: These variable payments (Payments) are to be made
+Added: 30 days after the end of each fiscal quarter.
+Added: If the Payments would deplete RAD’s available cash by more than 30%, the Payments
+Added: may be deferred for up to 12 months after the quarterly report at an interest rate of 6% per annum on the unpaid amount.
+Added: In the event that at least 10% of the assets of
+Added: the Company are sold by the Company, the investors would be entitled to the fair market value (FMV) of all future Payments associated
+Added: with the assets sold as determined by an independent valuator to be chosen by the investors.
+Added: The FMV cannot exceed 30% of the total asset
+Added: disposition price defined as the total price paid for the assets plus all future Payments associated with the assets sold.
+Added: 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
+Added: be paid the FMV of all future Payments in one lump payment.
+Added: The FMV cannot exceed 30% of the share disposition price defined as the total
+Added: price the third party paid for the shares plus the total value of all future Payments.
+Added: On November 18, 2019 the Company entered into
+Added: another similar arrangement with the (February 1, 2019) investor above whereby the investor would advance up to $ 225,000 in exchange for
+Added: a perpetual 2.25 % rate Payment on the Company’s quarterly Revenues (commencing on quarter ending May 31, 2020).
+Added: At February 29,
+Added: 2020 the investor has advanced $ 109,000 and the investor advanced the $ 116,000 remainder as of May 2020.
+Added: On December 30, 2019 the Company entered into
+Added: another similar arrangement with a new investor whereby the investor would advance up to $ 100,000 in exchange for a perpetual 1.00 % rate
+Added: Payment on the Company’s quarterly Revenues (commencing quarter ended November 30, 2020).
+Added: At February 29, 2020 the investor has
+Added: advanced $ 50,000 with the remainder to be advanced no later than June 30, 2020.
+Added: If the total investor advances turns out to be less than
+Added: $ 100,000 , this would not constitute a breach of the agreement, rather the 1.00 % rate would be adjusted on a pro-rata basis.
+Added: On April 22, 2020 the Company entered into another
+Added: similar arrangement with the (first May 9, 2019) investor above whereby the investor would advance up to $ 100,000 in exchange for a perpetual
+Added: 1.00 % rate Payment on the Company’s quarterly Revenues.
+Added: At May 31, 2020 the investor has fully funded this commitment.
+Added: On July 1, 2020 the Company entered into a similar
+Added: agreement with the first investor whereby the investor would pay up to $ 800,000 in exchange for a perpetual 2.75 % rate payment (Payment)
+Added: on the Company’s reported quarterly revenue.
+Added: These Payments are to be made 90 days after the fiscal quarter with the first payment
+Added: being due no later than May 31, 2021.
+Added: If the Payments would deplete RAD’s available cash by more than 20%, the payment may be deferred.
+Added: 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
+Added: later than February 28, 2021.
+Added: As at August 31, 2020 the investor had fully funded the $800,000 commitment
+Added: ARTIFICIAL INTELLIGENCE TECHNOLOGY SOLUTIONS
+Added: NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
+Added: On August 27, 2020 the Company and the first investor
+Added: referred to above consolidated the three separate agreements of February 1, 2019 for $ 900,000 , November 18, 2019 for $ 225,000 and July
+Added: 1, 2020 for $ 800,000 into a new agreement for a total of $ 1,925,000 .
+Added: This new agreement is for similar terms as the above agreements save
+Added: for the following:
+Added: the rate payment is revised to 14.25 % payable on revenues commencing the quarter ended August 31, 2020 and the Payments
+Added: are secured by the assets of the Company.
+Added: This interest may be secured by UCC filing but is subordinated to equipment financing on the
+Added: products the Company leases to its customers.
+Added: In summary of all agreements mentioned above if
+Added: 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.
3 unchanged sentences
a change in control, then the investors must be paid the FMV of all future Payments in one lump payment.
−Removed: The FMV cannot exceed 30% of
−Removed: the share disposition price defined as the total price the third party paid for the shares plus the total value of all future Payments .
−Removed: November 18, 2019 the Company entered into another similar arrangement with the (February 1, 2019) investor above whereby the investor
−Removed: would advance up to $ 225,000 in exchange for a perpetual 2.25 % rate Payment on the Company’s quarterly Revenues (commencing on
−Removed: quarter ending May 31, 2020).
−Removed: At February 29, 2020 the investor has advanced $ 109,000 and the investor advanced the $ 116,000 remainder
−Removed: as of May 2020.
−Removed: December 30, 2019 the Company entered into another similar arrangement with a new investor whereby the investor would advance up to $ 100,000
−Removed: in exchange for a perpetual 1.00 % rate Payment on the Company’s quarterly Revenues (commencing quarter ended November 30, 2020).
−Removed: At February 29, 2020 the investor has advanced $ 50,000 with the remainder to be advanced no later than June 30, 2020.
−Removed: If the total investor
−Removed: 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
−Removed: on a pro-rata basis.
−Removed: April 22, 2020 the Company entered into another similar arrangement with the (first May 9, 2019) investor above whereby the investor
−Removed: would advance up to $ 100,000 in exchange for a perpetual 1.00 % rate Payment on the Company’s quarterly Revenues.
−Removed: At May 31, 2020
−Removed: the investor has fully funded this commitment.
−Removed: 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
−Removed: for a perpetual 2.75 % rate payment (Payment) on the Company’s reported quarterly revenue.
−Removed: These Payments are to be made 90 days
−Removed: after the fiscal quarter with the first payment being due no later than May 31, 2021.
−Removed: If the Payments would deplete RAD’s available
−Removed: cash by more than 20%, the payment may be deferred.
−Removed: The investor had agreed to pay $100,000 per month over an 8 month period with the
−Removed: first payment due July 2020 and the final payment no later than February 28, 2021.
−Removed: As at August 31, 2020 the investor had fully funded
−Removed: the $800,000 commitment
−Removed: August 27, 2020 the Company and the first investor referred to above consolidated the three separate agreements of February 1, 2019 for
−Removed: $ 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 .
−Removed: This new agreement
−Removed: is for similar terms as the above agreements save for the following:
−Removed: the rate payment is revised to 14.25 % payable on revenues commencing
−Removed: the quarter ended August 31, 2020 and the Payments are secured by the assets of the Company.
−Removed: This interest may be secured by UCC filing
−Removed: but is subordinated to equipment financing on the products the Company leases to its customers.
−Removed: INTELLIGENCE TECHNOLOGY SOLUTIONS INC.
−Removed: TO THE CONSOLIDATED FINANCIAL STATEMENTS
−Removed: 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
−Removed: investors would be entitled to the fair market value (FMV) of all future Payments associated with the assets sold as determined by an
−Removed: independent valuator to be chosen by the investors.
−Removed: The FMV cannot exceed 43.77% of the total asset disposition price defined as the
−Removed: total price paid for the assets plus all future Payments associated with the assets sold.
−Removed: In the event that the common or preferred shares
−Removed: 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
−Removed: in one lump payment.
−Removed: The FMV cannot exceed 43.77% of the share disposition price defined as the total price the third party paid for
−Removed: the shares plus the total value of all future Payments.
−Removed: As of March 1, 2021 as a result of the amendment with the first investor noted
−Removed: This aggregate asset disposition % was reduced from 43.77 % to 33.77%
−Removed: Payments will first become payable on June 30, 2019 (unless otherwise indicated) based on the quarterly Revenues for the quarter ended
−Removed: May 31, 2019 and will accrue every quarter thereafter.
−Removed: As of February 29, 2024, the Company has accrued approximately $ 904,377 in Payments,
−Removed: of which $ 542,176 is in arrears.
−Removed: As of February 28, 2023, the Company has accrued approximately $ 542,177 in Payments, of which $ 325,600
−Removed: is in arrears.
−Removed: No notices have been received by the Company.
−Removed: March 1, 2021 the first investor referred to above whose aggregate investment is $ 1,925,000 revised his agreements as follows:
−Removed: rate payment was reduced from 14.25 % to 9.65 %
−Removed: asset disposition % (see below) was reduced from 31 % to 21 %
−Removed: consideration for the above changes, the investor received 40 Series F Convertible Preferred Stock and a warrant to purchase 367 shares
−Removed: of its Series F Convertible Preferred Stock with a five-year term and an exercise price of $ 1.00 .
−Removed: During the three months ended May 31,
−Removed: 2021 the warrant holder exercised warrants to acquire 38 shares of Series F Convertible Preferred Stock.
−Removed: The company attributed a fair
−Removed: value based on recent transactions for the Series F Preferred stock and warrants of $ 33,015,214 and recorded a loss on settlement of
−Removed: debt with a corresponding adjustment to paid in capital.
−Removed: Company retains total involvement in the generation of cash flows from these revenue streams that form the basis of the payments to be
−Removed: made to the investors under this agreement.
−Removed: Because of this, the Company has determined that the agreements constitute debt agreements.
−Removed: As of February 29, 2024, and February 28, 2023, the long-term balances other than Payments already owed is the cash received of $ 2,525,000
−Removed: and $ 2,525,000 , respectively.
−Removed: both the years ended February 29, 2024 and February 28, 2023, the Company has received $ 0 related to the deferred payment obligation
−Removed: as the balance remains $ 2,525,000 at both February 28, 2023 and February 28, 2022.
−Removed: INTELLIGENCE TECHNOLOGY SOLUTIONS INC.
−Removed: TO THE CONSOLIDATED FINANCIAL STATEMENTS
+Added: The FMV cannot exceed 43.77%
+Added: 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.
+Added: As of March 1, 2021 as a result of the amendment with the first investor noted below.
+Added: This aggregate asset disposition % was reduced from
+Added: 43.77 % to 33.77%
+Added: The Payments will first become payable on June
+Added: 30, 2019 (unless otherwise indicated) based on the quarterly Revenues for the quarter ended May 31, 2019 and will accrue every quarter
+Added: As of February 28, 2025, the Company has accrued approximately $ 1,901,258 in Payments, of which $ 904,377 is in arrears.
+Added: of February 29, 2024, the Company has accrued approximately $ 904,377 in Payments, of which $ 542,176 is in arrears.
+Added: No notices have been
+Added: received by the Company.
+Added: On March 1, 2021 the first investor referred to
+Added: above whose aggregate investment is $ 1,925,000 revised his agreements as follows:
+Added: The rate payment was reduced from 14.25 % to 9.65 %
+Added: The asset disposition % (see below) was reduced from 31 % to 21 %
+Added: In consideration for the above changes, the investor
+Added: received 40 Series F Convertible Preferred Stock and a warrant to purchase 367 shares of its Series F Convertible Preferred Stock with
+Added: a five-year term and an exercise price of $ 1.00 .
+Added: During the three months ended May 31, 2021 the warrant holder exercised warrants to acquire
+Added: 38 shares of Series F Convertible Preferred Stock.
+Added: The company attributed a fair value based on recent transactions for the Series F Preferred
+Added: stock and warrants of $ 33,015,214 and recorded a loss on settlement of debt with a corresponding adjustment to paid in capital.
+Added: The Company retains total involvement in the generation
+Added: of cash flows from these revenue streams that form the basis of the payments to be made to the investors under this agreement.
+Added: of this, the Company has determined that the agreements constitute debt agreements.
+Added: As of February 28, 2025, and February 29, 2024, the
+Added: long-term balances other than Payments already owed is the cash received of $ 2,525,000 and $ 2,525,000 , respectively.
+Added: For both the years ended February 28, 2025 and
+Added: February 29, 2024, the Company has received $ 0 related to the deferred payment obligation as the balance remains $ 2,525,000 at both February
+Added: 28, 2025 and February 29, 2024.
+Added: ARTIFICIAL INTELLIGENCE TECHNOLOGY SOLUTIONS
+Added: NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
RELATED PARTY TRANSACTIONS
−Removed: the years ended February 29, 2024 and February 28, 2023, the Company made net repayments of $ 54,179 and $ 0 , respectively , to its loan
−Removed: payable-related party.
−Removed: At February 29, 2024, the loan payable-related party was $ 257,438 and $ 206,516 at February 28, 2023.
−Removed: As of February
−Removed: 29, 2024, included in the balance due to the related party is $ 140,013 of deferred salary all of which bears interest at 12 %.
−Removed: As of February
−Removed: 28, 2023, included in the balance due to the related party is $ 108,000 of deferred salary all of which bears interest at 12 %.
−Removed: interest included at February 29, 2024 was $ 32,468 (February 28, 2023- $ 15,660 ).
−Removed: the year ended February 28, 2023 pursuant to the amended Employment Agreement with its Chief Executive Officer the Company accrued $ 1,521,000
−Removed: as incentive compensation plan payable with a corresponding recognition of stock based compensation due to the expectation of additional
−Removed: awards being met.
−Removed: In January 2024 the Company added an Objective 10 which required the accrual of $ 2,000,000 .
−Removed: There was also a net adjustment
−Removed: reduction of $ 479,000 for objectives accrued for but not met.
−Removed: February 28, 2023, the balance of incentive compensation plan payable was $ 979,000 .
−Removed: This will be payable in Series G Preferred Shares
−Removed: which are redeemable at the Company’s option at $ 1,000 per share.
−Removed: the year ended February 29, 2024, the Company accrued $ 538,767 in deferred compensation for the CEO.
−Removed: This was in accordance with a December
−Removed: 2023 board action allowing for $ 1 million of discretionary compensation.
+Added: For the years ended February 28, 2025, and February
+Added: 29, 2024, the Company had net (advances) repayments of ($ 71,927 ) and $ 54,179 , respectively, to its loan payable-related party.
+Added: 28, 2025, the loan payable-related party was $ 329,365 and $ 257,438 at February 29, 2024.
+Added: As of February 28, 2025, included in the balance
+Added: due to the related party is $ 190,013 of deferred salary all of which bears interest at 12 %.
+Added: As of February 29, 2024, included in the balance
+Added: due to the related party is $ 140,013 of deferred salary all of which bears interest at 12 %.
+Added: The accrued interest included at February
+Added: 28, 2025, was $ 51,575 (February 29, 2024 - $ 32,468 ).
+Added: During the year ended February 28, 2025, the Company
+Added: a net accrual of $ 1,663,833 in deferred compensation for the CEO.
+Added: This would bring his annual bonus for the year ended February 28, 2025,
+Added: to $ 2.5 million.
+Added: For the fiscal year ended February 28, 2025, the Company paid out $ 836,167 to the CEO.
+Added: During the year ended February
+Added: 29, 2024, the Company accrued $ 538,767 in deferred compensation for the CEO.
The Company had already recorded $ 461,233 in bonus compensation
−Removed: There was no deferred compensation for the year ended February 28, 2023, the Company recorded a bonus to the CEO of $ 280,908 .
−Removed: the years ended February 29, 2024 and February 28, 2023, the Company was charged $ 2,810,839
−Removed: and $ 3,578,981 ,
−Removed: respectively in consulting fees for research and development to a company partially owned by a principal shareholder included in
−Removed: research and development expenses.
−Removed: The principal shareholder received no compensation from this partially owned research and
−Removed: development company and the fees were spent on core development projects.
−Removed: As at both February 29, 2024 and February 28, 2023 the
−Removed: balance due to this company was $ 76,532 .
+Added: This was all in accordance with a December 2023 board action allowing for $ 1 million of discretionary compensation.
+Added: During the years ended February 28, 2025, and
+Added: February 29, 2024, the Company accrued 1,500 Series G shares to be issued totaling $ 1,500,000 and 2,000 Series G preferred shares to be
+Added: issued totaling $ 2,000,000 , respectively, both per Company resolution.
+Added: The Series G preferred shares are redeemable at $ 1,000 per share
+Added: and will be issued by the Company at the appropriate time.
+Added: The balance of Incentive Compensation Plan Payable at February 28, 2025, was
+Added: $ 4,000,000 and the balance February 29, 2024, was $ 2,500,000 .
+Added: During the years ended February 28, 2025, and
+Added: February 29, 2024, the Company was charged $ 2,541,180 and $ 2,810,839 , respectively in consulting fees for research and development to
+Added: a company partially owned by a principal shareholder included in research and development expenses.
+Added: The principal shareholder received
+Added: no compensation from this partially owned research and development company and the fees were spent on core development projects.
+Added: both February 28, 2025, and February 29, 2024, the balance due to this company was $ 76,532 .
OTHER DEBT – VEHICLE LOANS
−Removed: December 2016, RAD entered into a vehicle loan for $ 47,704 secured by the vehicle.
−Removed: The loan is repayable over 5 years maturing November
−Removed: 9, 2021, and repayable $ 1,019 per month including interest and principal.
−Removed: In November 2017, RAD entered into another vehicle loan secured
−Removed: by the vehicle for $ 47,661 .
−Removed: The loan is repayable over 5 years, maturing October 24, 2022 and repayable at $ 923 per month including interest
−Removed: and principal.
−Removed: The principal repayments made were $ 0 for both the year ended February 28, 2022 and February 28, 2021.
−Removed: Regarding the second
−Removed: vehicle loan, the vehicle was returned at the end of fiscal 2019 and the car was subsequently sold by the lender for proceeds of $ 21,907
+Added: In December 2016, RAD entered into a vehicle
+Added: loan for $ 47,704
+Added: secured by the vehicle.
+Added: The loan is repayable over 5
+Added: years maturing November
+Added: 9, 2021 , and repayable $ 1,019 per
+Added: month including interest and principal.
+Added: In November 2017, RAD entered into another vehicle loan secured by the vehicle for $ 47,661 .
+Added: The loan is repayable over 5
+Added: years, maturing October
+Added: 24, 2022 and repayable at $ 923
+Added: per month including interest and principal.
+Added: The principal repayments made were $ 0
+Added: for both the year ended February 28, 2022 and February 28, 2021.
+Added: Regarding the second vehicle loan, the vehicle was returned at the
+Added: end of fiscal 2019 and the car was subsequently sold by the lender for proceeds of $ 21,907
which went to reduce the outstanding balance of the loan.
−Removed: A loss of $ 3,257 was recorded as well.
−Removed: A balance of $ 21,578 remains on this
−Removed: vehicle loan at both February 28, 2023 and February 29, 2022.
−Removed: For the first vehicle loan, the vehicle was retired in 2020, the proceeds
−Removed: of the disposal of $ 18,766 was applied against the balance of the loan with a $ 5,515 gain on the remaining asset value of $ 13,251 .
−Removed: balance of $ 16,944 remains on this vehicle loan at both February 28, 2023 and February 28, 2022.
−Removed: The remaining total balances of the
−Removed: amounts owed on the vehicle loans were $ 38,522 and $ 38,522 as of February 29, 2024 and February 28, 2023, respectively, of which all
−Removed: were classified as current.
−Removed: INTELLIGENCE TECHNOLOGY SOLUTIONS INC.
−Removed: TO THE CONSOLIDATED FINANCIAL STATEMENTS
+Added: A loss of $ 3,257
+Added: was recorded as well.
+Added: A balance of $ 21,578
+Added: remains on this vehicle loan at both February 28, 2023 and February 29, 2022.
+Added: For the first vehicle loan, the vehicle was retired in
+Added: 2020, the proceeds of the disposal of $ 18,766
+Added: was applied against the balance of the loan with a $ 5,515
+Added: gain on the remaining asset value of $ 13,251 .
+Added: A balance of $ 16,944
+Added: remains on this vehicle loan at both February 28, 2023 and February 28, 2022.
+Added: As we received a legal opinion that collection on this
+Added: debt is no longer enforceable we wrote off the remaining balances, with a gain on settlement of debt of $ 38,522 .
+Added: The remaining
+Added: total balances of the amounts owed on the vehicle loans were $ 0
+Added: as of February 28, 2025 and February 29, 2024, respectively, of which all were classified as current.
+Added: ARTIFICIAL INTELLIGENCE TECHNOLOGY SOLUTIONS
+Added: NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
LOANS PAYABLE
−Removed: payable at February 29, 2024 consisted of the following:
−Removed: OF LOANS PAYABLE
+Added: Loans payable at February 28, 2025 consisted of
+Added: the following:
+Added: SCHEDULE OF LOANS PAYABLE
Interest Rate
+Added: July 18, 2016
+Added: July 18, 2017
Promissory note
+Added: December 10, 2020
+Added: March 1, 2027
Promissory note
+Added: December 10, 2020
+Added: March 1, 2027
Promissory note
+Added: December 10, 2020
+Added: December 10, 2024
Promissory note
+Added: December 14, 2020
+Added: March 1, 2027
Promissory note
+Added: December 30, 2020
+Added: March 1, 2027
Promissory note
+Added: January 1, 2021
+Added: March 1, 2027
Promissory note
+Added: January 1, 2021
+Added: March 1, 2027
Promissory note
+Added: January 14, 2021
+Added: March 1, 2027
Promissory note
+Added: February 22, 2021
+Added: March 1, 2027
Promissory note
+Added: March 1, 2021
+Added: March 1, 2027
Promissory note
Promissory note
+Added: July 12, 2021
+Added: July 26, 2026
Promissory note
+Added: September 14, 2021
+Added: September 14, 2027
Promissory note
+Added: July 28, 2022
+Added: March 1, 2027
Promissory note
+Added: August 30, 2022
+Added: August 30,2027
Promissory note
+Added: September 7, 2022
+Added: March 1, 2027
Promissory note
+Added: September 8, 2022
+Added: March 1, 2027
Promissory note
+Added: October 13, 2022
+Added: March 1, 2027
Promissory note
+Added: October 28, 2022
+Added: October 31, 2026
Promissory note
+Added: November 9, 2022
+Added: October 31, 2026
Promissory note
+Added: November 10, 2022
+Added: October 31, 2026
Promissory note
+Added: November 15, 2022
+Added: October 31, 2026
Promissory note
+Added: January 11, 2023
+Added: October 31, 2026
Promissory note
+Added: February 6, 2023
+Added: October 31, 2026
Promissory note
+Added: October 31, 2026
Promissory note
+Added: October 31, 2026
Promissory note
+Added: October 31, 2026
Promissory note
+Added: October 27, 2023
+Added: October 31, 2026
Promissory note
+Added: November 30, 2023
+Added: April 30, 2026
Purchase Agreement
+Added: March 8, 2024
+Added: August 8, 2025
+Added: Purchase Agreement
+Added: August 8, 2024
+Added: August 8, 2025
+Added: Exchange Agreement
current portion of loans payable
−Removed: ( 13,879,479 )
discount on non-current loans payable
−Removed: ( 4,118,334 )
Non-current loans payable, net of discount
13 unchanged sentences
extended the maturity date from December 10, 2023, to March 1, 2025, with all other terms and conditions remaining the same.
+Added: 16, 2025, the parties again extended the maturity date from March 1, 2025, to March 1, 2027, with all other terms and conditions
+Added: remaining the same.
promissory note was issued as part of a debt settlement whereby $ 1,460,794 in convertible notes and associated accrued interest of
3 unchanged sentences
by a general security charging all of the Company’s present and after-acquired property.
−Removed: $ 100,000 and $ 300,000 has been repaid
−Removed: the three and nine months ended November 30, 2023.
−Removed: The balance at November 30,2023 is now $ 2,754,338 .
−Removed: On November 28, 2023, the parties
−Removed: extended the maturity date from December 10, 2023 to March 1, 2025 with all other terms and conditions remaining the same .
+Added: $ 300,000 has been repaid during the
+Added: year ended February 29, 2024.
+Added: On November 28, 2023, the parties extended the maturity date from December 10, 2023, to March 1, 2025,
+Added: with all other terms and conditions remaining the same.
+Added: On April 16, 2025, the parties again extended the maturity date from March
+Added: 1, 2025, to March 1, 2027, with all other terms and conditions remaining the same.
promissory note was issued as part of a debt settlement whereby $ 103,180 in convertible notes and associated accrued interest of
1 unchanged sentence
price of $ .002 per share and a three-year maturity having a fair value of $ 176,000 .
+Added: The maturity date was extended from December 10,
+Added: 2023 to December 10, 2024 on February 29, 2024 and a fee of $ 22,958 was paid and charged to interest expense.
+Added: The note is in default.
+Added: No notices have been sent.
promissory note was issued as part of a debt settlement whereby $ 235,000 in convertible notes and associated accrued interest of
1 unchanged sentence
price of $ .002 per share and a three-year maturity having a fair value of $ 182,500 .
−Removed: The loan is presently in default and the Company
−Removed: is working on a extension with the lender.
note, with an original principal amount of $ 350,000 , may be pre-payable at any time.
6 unchanged sentences
to paid in capital for the relative fair value of the warrant.
−Removed: For the year ended February 29, 2024, the Company recorded amortization
−Removed: expense of $ 120,023 , with an unamortized discount of $ 73,491 at February 29, 2024.
−Removed: On November 28, 2023, the parties extended the
−Removed: maturity date from December 10, 2023 to March 1, 2025 with all other terms and conditions remaining the same.
+Added: On March 1, 2024, the unamortized relative fair value discount of
+Added: $ 65,092 was removed with a corresponding adjustment to accumulated deficit.
+Added: A $ 8,399 unamortized discount remained.
+Added: On November 28,
+Added: 2023, the parties extended the maturity date from December 10, 2023, to March 1, 2025, with all other terms and conditions remaining
+Added: On April 16, 2025, the parties again extended the maturity date from March 1, 2025, to March 1, 2027, with all other terms
+Added: and conditions remaining the same.
+Added: For the year ended February 28, 2025, the Company recorded amortization expense of $ 8,261 , with
+Added: an unamortized discount of $ 138 at February 28, 2025.
promissory note was issued as part of a debt settlement whereby $ 9,200 in convertible notes and associated accrued interest of $ 6,944
4 unchanged sentences
2024, to March 1, 2025, with all other terms and conditions remaining the same.
+Added: On April 16, 2025, the parties again extended the
+Added: maturity date from March 1, 2025, to March 1, 2027, with all other terms and conditions remaining the same.
+Added: INTELLIGENCE TECHNOLOGY SOLUTIONS INC.
+Added: TO THE CONSOLIDATED FINANCIAL STATEMENTS
promissory note was issued as part of a debt settlement whereby $ 79,500 in convertible notes and associated accrued interest of $ 28,925
4 unchanged sentences
1, 2024, to March 1, 2025, with all other terms and conditions remaining the same.
+Added: On April 16, 2025, the parties again extended
+Added: the maturity date from March 1, 2025, to March 1, 2027, with all other terms and conditions remaining the same.
note, with an original principal amount of $ 550,000 , may be pre-payable at any time.
6 unchanged sentences
to paid in capital.
−Removed: For the year ended February 29, 2024, the Company recorded amortization expense of $ 148,493 , with an unamortized
−Removed: discount of $ 90,443 at February 29, 2024.
−Removed: On November 28, 2023, the parties extended the maturity date from January 14, 2024 to March
−Removed: 1, 2025 with all other terms and conditions remaining the same.
−Removed: INTELLIGENCE TECHNOLOGY SOLUTIONS INC.
−Removed: TO THE CONSOLIDATED FINANCIAL STATEMENTS
+Added: On March 1, 2024, the unamortized relative fair value discount of $ 80,284 was removed with a corresponding adjustment
+Added: to accumulated deficit.
+Added: A $ 10,559 unamortized discount remained.
+Added: On November 28, 2023, the parties extended the maturity date from
+Added: January 14, 2024, to March 1, 2025, with all other terms and Conditions remaining the same.
+Added: On April 16, 2025, the parties again
+Added: extended the maturity date from March 1, 2025, to March 1, 2027, with all other terms and conditions remaining the same.
+Added: year ended February 28, 2025, the Company recorded amortization expense of $ 10,415 , with an unamortized discount of $ 144 at February
+Added: On February 11, 2025, the Company repaid $ 162,000 through the issuance of 60,000,000 common shares.
note, with an original principal balance of $ 1,650,000 , may be pre-payable at any time.
5 unchanged sentences
adjustment to paid in capital for the relative fair value of the warrant.
−Removed: The maturity date was extended from February 22, 2022 to
−Removed: 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
−Removed: These warrants have a fair value of $ 950,000 recorded as interest expense with a corresponding adjustment to paid in capital
−Removed: recorded in the year ended February 28, 2022.
−Removed: For the year ended February 29, 2024, the Company recorded amortization expense of
−Removed: $ 559,061 , with an unamortized discount of $ 553,199 at February 29, 2024.
−Removed: On November 28, 2023, the parties extended the maturity
−Removed: date from February 22, 2024 to March 1, 2025 with all other terms and conditions remaining the same.
+Added: The maturity date was extended from February 22, 2022,
+Added: 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
+Added: 3 -year term.
+Added: These warrants have a fair value of $ 950,000 recorded as interest expense with a corresponding adjustment to paid in
+Added: capital recorded in the year ended February 28, 2022.
+Added: On November 28, 2023, the parties extended the maturity date from February
+Added: 22, 2024, to March 1, 2025, with all other terms and conditions remaining the same.
+Added: On March 1, 2024, the unamortized relative fair
+Added: value discount of $ 497,614 was removed with a corresponding adjustment to accumulated deficit.
+Added: A $ 55,585 unamortized discount remained.
+Added: 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
+Added: remaining the same.
+Added: For the year ended February 28, 2025, the Company recorded amortization expense of $ 54,885 , with an unamortized
+Added: discount of $ 700 at February 28, 2025.
unsecured note may be pre-payable at any time.
11 unchanged sentences
note has been fully amortized.
+Added: This note was again extended to March 1, 2025.
+Added: On April 16, 2025, the parties again extended the maturity
+Added: date from March 1, 2025, to March 1, 2027, with all other terms and conditions remaining the same.
+Added: INTELLIGENCE TECHNOLOGY SOLUTIONS INC.
+Added: TO THE CONSOLIDATED FINANCIAL STATEMENTS
note, with an original principal balance of $ 2,750,000 , may be pre-payable at any time.
−Removed: The note balance includes an original issue
−Removed: 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
−Removed: 3 -year term and having a relative fair value of $ 2,035,033 .
+Added: The note balance includes an original issue discount
+Added: 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
+Added: having a relative fair value of $ 2,035,033 .
The discounts are being amortized over the term of the loan.
−Removed: After allocating
−Removed: these charges to debt and equity according to their respective values, a debt discount of $ 2,035,033 with a corresponding adjustment
−Removed: to paid in capital.
−Removed: The maturity date was extended from June 8, 2022 to June 8, 2024 on February 28, 2022 in exchange for warrants
−Removed: to purchase 85,000,000 at an exercise price of $ .0164 and a 3 year term.
−Removed: These warrants have a fair value of $ 1,615,000 recorded
−Removed: as interest expense with a corresponding adjustment to paid in capital recorded in the year ended February 28, 2022.
−Removed: ended February 29, 2024, the Company recorded amortization expense of $ 756,550 , with an unamortized discount of $ 37,668 at February
+Added: After allocating these charges
+Added: to debt and equity according to their respective values, a debt discount of $ 2,035,033 with a corresponding adjustment to paid in capital.
+Added: 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
+Added: at an exercise price of $ .0164 and a 3 year term.
+Added: These warrants have a fair value of $ 1,615,000 recorded as interest expense with a
+Added: corresponding adjustment to paid in capital recorded in the year ended February 28, 2022.
+Added: This note was extended to June 8, 2025.
+Added: March 1, 2024, the unamortized relative fair value discount of $ 33,547 was removed with a corresponding adjustment to accumulated deficit.
+Added: A $ 4,121 unamortized discount remained.
+Added: For the year ended February 28, 2025, the Company recorded amortization expense of $ 3,157 , with
+Added: an unamortized discount of $ 964 at February 28, 2025.
+Added: On April 16, 2025, the parties again extended the maturity date from June 8, 2025,
+Added: to June 8, 2027, with all other terms and conditions remaining the same.
loan, with an original principal balance of $ 4,000,160 , was in exchange for 184 Series F preferred shares from a former director.
2 unchanged sentences
For the year ended February 28, 2025, there were repayments
−Removed: of $ 108,000 on the note.
+Added: of $ 36,000 .
note, with an original principal balance of $ 1,650,000 , may be pre-payable at any time.
5 unchanged sentences
to paid in capital.
−Removed: For the year ended February 29, 2024, the Company recorded amortization expense of $ 575,036 , with an unamortized
−Removed: discount of $ 639,395 at February 29, 2024.
+Added: On March 1, 2024, the unamortized relative fair value discount of $ 572,549 was removed with a corresponding adjustment
+Added: to accumulated deficit.
+Added: A $ 66,846 unamortized discount remained.
+Added: For the year ended February 28, 2025, the Company recorded amortization
+Added: expense of $ 41,665 , with an unamortized discount of $ 25,181 at February 28, 2025.
+Added: This note was extended to September 14, 2025.
+Added: April 16, 2025, the parties again extended the maturity date from September 14, 2025, to September 14, 2027, with all other terms
+Added: and conditions remaining the same.
$ 170,000 note may be pre-payable at any time.
3 unchanged sentences
Secured by a general security charging all of RAD’s present and after-acquired property.
−Removed: For the year ended
−Removed: February 29, 2024, the Company recorded amortization expense of $ 9,026 , with an unamortized discount of $ 0 at February 29, 2024.
−Removed: On November 29, 2023, the parties extended the maturity date from July 28, 2023 to March 1, 2025 with all other terms and conditions
−Removed: remaining the same.
−Removed: INTELLIGENCE TECHNOLOGY SOLUTIONS INC.
−Removed: TO THE CONSOLIDATED FINANCIAL STATEMENTS
+Added: On November 29, 2023,
+Added: the parties extended the maturity date from July 28, 2023, to March 1, 2025, with all other terms and conditions remaining the same.
+Added: This note has been fully amortized.
+Added: On April 16, 2025, the parties again extended the maturity date from March 1, 2025, to March
+Added: 1, 2027, with all other terms and conditions remaining the same.
warrant holder exchanged 955,000,000 warrants for a promissory note of $ 3,000,000 , bearing interest at 15 % with a two year maturity.
2 unchanged sentences
Principal and interest due at maturity.
−Removed: For the year ended February
−Removed: 29, 2024, the Company recorded amortization expense of $ 19,333 , with an unamortized discount of $ 11,535 at February 29, 2024.
+Added: On March 1, 2024, the unamortized
+Added: relative fair value discount of $ 11,535 was removed with a corresponding adjustment to accumulated deficit.
+Added: This note has been fully
+Added: This note was extended to August 30, 2025.
+Added: On April 16, 2025, the parties again extended the maturity date from August
+Added: 30, 2025, to August 30, 2027, with all other terms and conditions remaining the same.
$ 400,000 note may be pre-payable at any time.
3 unchanged sentences
Secured by a general security charging all of RAD’s present and after-acquired property.
−Removed: For the year ended
−Removed: February 29, 2024, the Company recorded amortization expense of $ 27,821 , with an unamortized discount of $ 0 at February 29, 2024.
−Removed: On November 29, 2023, the parties extended the maturity date from September 7, 2023 to March 1, 2025 with all other terms and conditions
−Removed: remaining the same.
+Added: On November 29, 2023,
+Added: the parties extended the maturity date from September 7, 2023, to March 1, 2025, with all other terms and conditions remaining the
+Added: This note has been fully amortized.
+Added: On April 16, 2025, the parties again extended the maturity date from March 1, 2025, to
+Added: March 1, 2027, with all other terms and conditions remaining the same.
$ 475,000 note may be pre-payable at any time.
3 unchanged sentences
Secured by a general security charging all of RAD’s present and after-acquired property.
−Removed: For the year ended
−Removed: February 29, 2024, the Company recorded amortization expense of $ 36,739 , with an unamortized discount of $ 0 at February 29, 2024.
−Removed: On November 29, 2023, the parties extended the maturity date from September 8, 2023 to March 1, 2025 with all other terms and conditions
−Removed: remaining the same.
+Added: On November 29, 2023,
+Added: the parties extended the maturity date from September 8, 2023, to March 1, 2025, with all other terms and conditions remaining the
+Added: This note has been fully amortized.
+Added: On April 16, 2025, the parties again extended the maturity date from March 1, 2025, to
+Added: March 1, 2027, with all other terms and conditions remaining the same.
+Added: INTELLIGENCE TECHNOLOGY SOLUTIONS INC.
+Added: TO THE CONSOLIDATED FINANCIAL STATEMENTS
$ 350,000 note may be pre-payable at any time.
−Removed: The note balance includes an original issue discount of $ 50,000 .
−Removed: Principal and interest
−Removed: due at maturity.
−Removed: Secured by a general security charging all of the Company’s s present and after-acquired property.
−Removed: year ended February 29, 2024, the Company recorded amortization expense of $ 32,910 , with an unamortized discount of $ 0 at February
−Removed: On November 29, 2023, the parties extended the maturity date from October 13, 2023 to March 1, 2025 with all other terms
−Removed: and conditions remaining the same.
+Added: The note balance includes an original issue
+Added: discount of $ 50,000 .
+Added: Principal and interest due at maturity.
+Added: Secured by a general security
+Added: charging all of the Company’s s present and after-acquired property.
+Added: On November 29,
+Added: 2023, the parties extended the maturity date from October 13, 2023, to March 1, 2025, with
+Added: all other terms and conditions remaining the same.
+Added: This note has been fully amortized.
+Added: April 16, 2025, the parties again extended the maturity date from March 1, 2025, to March
+Added: 1, 2027, with all other terms and conditions remaining the same.
October 28, 2022, the Company entered into an loan facility with a lender for up to $ 4,000,000 including an original issue discount
6 unchanged sentences
issued all 10 tranches totaling $ 4,000,000 as follows:
−Removed: 28, 2022, $ 400,000 loan, original issue discount of $ 50,000 , 61 Series F Preferred Share warrants and 1 Series F Preferred Share having
−Removed: a relative fair value of $ 299,399 .
−Removed: For the year ended February 29, 2024, the Company recorded amortization expense of $ 11,950 , with an
−Removed: unamortized discount of $ 336,074 at February 29, 2024.
−Removed: 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 .
−Removed: For the year ended February 29, 2024, the Company recorded amortization expense of $ 11,799 , with an unamortized discount of $ 336,639
−Removed: at February 29, 2024.
+Added: 28, 2022, $ 400,000 loan, original issue discount of $ 50,000 , 61 Series F Preferred Share warrants and 1 Series F Preferred Share
+Added: having a relative fair value of $ 299,399 .
+Added: On March 1, 2024, the unamortized relative fair value discount of $ 286,775 was removed
+Added: with a corresponding adjustment to accumulated deficit.
+Added: A $ 47,892 unamortized discount remained.
+Added: For the year ended February 28,
+Added: 2025, the Company recorded amortization expense of $ 14,981 , with an unamortized discount of $ 32,911 at February 28, 2025.
9, 2022, $ 400,000 loan, original issue discount of $ 50,000 , 61 Series F Preferred Share warrants having a relative fair value of
−Removed: For the year ended February 29, 2024, the Company recorded amortization expense of $ 10,897 , with an unamortized discount of $ 339,984
−Removed: at February 29, 2024.
+Added: On March 1, 2024, the unamortized relative fair value discount of $ 288,513 was removed with a corresponding adjustment
+Added: to accumulated deficit.
+Added: A $ 48,126 unamortized discount remained.
+Added: For the year ended February 28, 2025, the Company recorded amortization
+Added: expense of $ 15,050 , with an unamortized discount of $ 33,076 at February 28, 2025.
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 .
−Removed: For the year ended February 29, 2024, the Company recorded amortization expense of $ 12,025 , with an unamortized discount of $ 335,790
−Removed: at February 29, 2024.
+Added: On March 1, 2024, the unamortized relative fair value discount of $ 291,694 was removed with a corresponding adjustment to accumulated
+Added: A $ 48,290 unamortized discount remained.
+Added: For the year ended February 28, 2025, the Company recorded amortization expense of
+Added: $ 15,098 , with an unamortized discount of $ 33,192 at February 28, 2025.
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 .
−Removed: For the year ended February 29, 2024, the Company recorded amortization expense of $ 12,252 , with an unamortized discount of $ 334,937
−Removed: at February 29, 2024.
+Added: On March 1, 2024, the unamortized relative fair value discount of $ 287,814 was removed with a corresponding adjustment to accumulated
+Added: A $ 47,976 unamortized discount remained.
+Added: For the year ended February 28, 2025, the Company recorded amortization expense of
+Added: $ 15,005 , with an unamortized discount of $ 32,971 at February 28, 2025.
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 .
−Removed: For the year ended February 29, 2024, the Company recorded amortization expense of $ 11,790 , with an unamortized discount of $ 336,636
−Removed: at February 29, 2024.
+Added: On March 1, 2024, the unamortized relative fair value discount of $ 286,813 was removed with a corresponding adjustment to accumulated
+Added: A $ 48,124 unamortized discount remained.
+Added: For the year ended February 28, 2025, the Company recorded amortization expense of
+Added: $ 15,048 , with an unamortized discount of $ 33,076 at February 28, 2025.
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 .
−Removed: For the year ended February 29, 2024, the Company recorded amortization expense of $ 11,015 , with an unamortized discount of $ 335,230
−Removed: at February 29, 2024.
+Added: On March 1, 2024, the unamortized relative fair value discount of $ 288,342 was removed with a corresponding adjustment to accumulated
+Added: A $ 48,294 unamortized discount remained.
+Added: For the year ended February 28, 2025, the Company recorded amortization expense of
+Added: $ 15,095 , with an unamortized discount of $ 33,195 at February 28, 2025.
INTELLIGENCE TECHNOLOGY SOLUTIONS INC.
1 unchanged sentence
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 .
−Removed: For the year ended February 29, 2024, the Company recorded amortization expense of $ 8,618 , with an unamortized discount of $ 343,601 at
−Removed: February 29, 2024.
+Added: On March 1, 2024, the unamortized relative fair value discount of $ 286,821 was removed with a corresponding adjustment to accumulated
+Added: A $ 48,409 unamortized discount remained.
+Added: For the year ended February 28, 2025, the Company recorded amortization expense of
+Added: $ 15,132 , with an unamortized discount of $ 33,277 at February 28, 2025.
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 .
−Removed: For the year ended February 29, 2024, the Company recorded amortization expense of $ 174 , with an unamortized discount of $ 398,809 at
−Removed: February 29, 2024.
+Added: On March 1, 2024, the unamortized relative fair value discount of $ 294,824 was removed with a corresponding adjustment to accumulated
+Added: A $ 48,777 unamortized discount remained.
+Added: For the year ended February 28, 2025, the Company recorded amortization expense of
+Added: $ 15,241 , with an unamortized discount of $ 33,536 at February 28, 2025.
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 .
−Removed: For the year ended February 29, 2024, the Company recorded amortization expense of $ 8,661 , with an unamortized discount of $ 303,098 at
−Removed: February 29, 2024.
−Removed: November 30, 2023, the Company entered into an agreement where the lender will buy pay the Company $ 350,000 in exchange for thirteen
+Added: On March 1, 2024, the unamortized relative fair value discount of $ 348,831 was removed with a corresponding adjustment to accumulated
+Added: A $ 49,978 unamortized discount remained.
+Added: For the year ended February 28, 2025, the Company recorded amortization expense of
+Added: $ 15,994 , with an unamortized discount of $ 33,384 at February 28, 2025.
+Added: 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 .
+Added: On March 1, 2024, the unamortized relative fair value discount of $ 254,487 was removed with a corresponding adjustment to accumulated
+Added: A $ 48,611 unamortized discount remained.
+Added: For the year ended February 28, 2025, the Company recorded amortization expense of
+Added: $ 15,193 , with an unamortized discount of $ 33,418 at February 28, 2025.
+Added: 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 .
1 unchanged sentence
rate is 35 % per annum.
−Removed: As the proceeds were received on December 1, 2023 , this loan was recorded on December 1, 2023.
−Removed: a general security charging all of RAD’s present and after-acquired property.
−Removed: Default rate of 15 % per annum calculated daily
−Removed: on any missed monthly payment.
+Added: Secured by a general security charging all of RAD’s present and after-acquired property.
+Added: of 15 % per annum calculated daily on any missed monthly payment.
+Added: The Company has repaid $ 147,000 and $ 53,000 in accrued interest
+Added: in July to account for the missed April through to August 2024 payments in agreement with the lender.
+Added: The Company have missed the
+Added: subsequent monthly payments.
+Added: On April 16, 2025, the parties again extended the maturity date from April 30, 2025, to April 30, 2026,
+Added: with all other terms and conditions remaining the same.
+Added: March 8, 2024, the Company entered into another agreement where the lender will pay the Company $ 350,000 in exchange for thirteen
+Added: future monthly payments of $36,750 commencing on August 8, 2024 through to August 80, 2025 totaling $ 477,750 .
+Added: The effective interest
+Added: rate is 35 % per annum.
+Added: Secured by a general security charging all of RAD’s present and after- acquired property.
+Added: of 15 % per annum calculated daily on any missed monthly payment.
+Added: The August 2024 through to May 2025 payments have not been made
+Added: but will be resolved with the lender.
+Added: No notices have been sent.
+Added: August 8, 2024, a Series F preferred shareholder exchanged 20 Series F the preferred shares for a $ 400,000 note payable.
+Added: 22, 2024 the lender exchanged $ 200,000 of note principal for 57,142,857 common shares.
+Added: The common shares were issued in September
+Added: On December 16, 2024 the lender exchanged the remaining $ 200,000 of note principal for 76,923,076 common shares.
+Added: been fully repaid.
+Added: INTELLIGENCE TECHNOLOGY SOLUTIONS INC.
+Added: TO THE CONSOLIDATED FINANCIAL STATEMENTS
STOCKHOLDERS’ DEFICIT
48 unchanged sentences
of the Holder;
−Removed: repay, repurchase or offer to repay, repurchase or otherwise acquire of any shares of its Common Stock, Common Stock Equivalents or Junior
−Removed: Securities, other than as to the Conversion Shares as permitted or required under the Transaction Documents:
−Removed: (e) pay cash dividends or
−Removed: distributions on Junior Securities of the Corporation;
−Removed: f) enter into any transaction with any Affiliate of the Corporation which would
−Removed: be required to be disclosed in any public filing with the Commission, unless such transaction is made on an arm’s-length basis
−Removed: and expressly approved by a majority of the disinterested directors of the Corporation (even if less than a quorum otherwise required
+Added: (d) repay, repurchase or offer to repay, repurchase or otherwise acquire of any shares of its Common Stock, Common Stock
+Added: Equivalents or Junior Securities, other than as to the Conversion Shares as permitted or required under the Transaction Documents:
+Added: pay cash dividends or distributions on Junior Securities of the Corporation;
+Added: f) enter into any transaction with any Affiliate of the
+Added: Corporation which would be required to be disclosed in any public filing with the Commission, unless such transaction is made on an arm’s-length
+Added: basis and expressly approved by a majority of the disinterested directors of the Corporation (even if less than a quorum otherwise required
for board approval);
2 unchanged sentences
TO THE CONSOLIDATED FINANCIAL STATEMENTS
+Added: C Convertible, Redeemable Preferred Stock
+Added: board of directors has designated 1,000 shares of Series C Convertible, Redeemable Preferred Stock with a par value of $ 0.001 per share.
+Added: As of the date of this report, there are 306 shares of Series C Preferred Stock outstanding.
+Added: The Series C Convertible Preferred Stock
+Added: are redeemable at $ 1,200 per share, rank in priority to common stock and common stock equivalents upon liquidation of the Company, have
+Added: voting rights on a converted basis and receives quarterly dividends of 12 %.
+Added: Each holder may, after 180 days after issuance, at any time
+Added: and from time to time convert all, but not less than all, of their shares of Series C Convertible, Redeemable Preferred Stock into a
+Added: number of fully paid and nonassessable shares of common stock determined by dividing the redemption value by the Conversion Price.
+Added: Conversion price is equal to the lower of (1) a fixed price equaling the closing bid price of the Common Stock on the trading day immediately
+Added: preceding the date of the acquisition of the shares and (2) the lowest traded price of the Common Stock during the ten (10) calendar
+Added: days immediately preceding, but not including, the Conversion Date.
+Added: Following an event of default,” as defined in the Purchase
+Added: Agreement, the Conversion price shall equal the lower of:
+Added: (a) the then applicable Conversion Price;
+Added: or (b) a price per share equaling
+Added: eighty five percent (90%) of the lowest traded price for the Company’s common stock during the fifteen (10) Trading Days immediately
+Added: preceding, but not including, the Conversion Date.
+Added: Each share of Preferred Stock shall be entitled to receive, and the Corporation shall
+Added: pay, cumulative dividends of twelve percent (12%) per annum, payable quarterly, beginning on the Original Issuance Date and ending on
+Added: the date that such share of Preferred Share has been converted or redeemed.
+Added: Dividends may be paid in cash or in shares of Preferred Stock
+Added: at the discretion of the Company.
+Added: Any dividends that are not paid a shall continue to accrue and shall entail a late fee, which must
+Added: be paid in cash, at the rate of 14% per annum or the lesser rate permitted by applicable law which shall accrue and compound daily from
+Added: the dividend payment date through and including the date of actual payment in full.
+Added: On the one hundred eightieth day following the issue
+Added: date of this Preferred Stock the Company shall have the obligation to redeem all outstanding Series Preferred Shares for one hundred
+Added: nine and one half percent (109.5%) of the stated value, plus any accrued but unpaid dividends, plus all other amounts due to the Holder
+Added: pursuant to the Certificate of Designation and/or any Transaction Documents (“Redemption Date”).
+Added: Prior to the Redemption
+Added: Date, the Company at its discretion and on three (3) Trading Days’ written notice, may redeem all outstanding Preferred Shares
+Added: for one hundred nine and one half percent (109.5%) of the stated value, plus any accrued but unpaid dividends, plus all other amounts
+Added: due to the Holder pursuant to the Certificate of Designation and/or any Transaction Documents.
+Added: the date of issuance until the date no shares of Series C Preferred Stock are issued and outstanding, unless Holders of at least 75%
+Added: in Stated Value of the then outstanding shares of Preferred Stock shall have otherwise given prior written consent, the Corporation shall
+Added: not, and shall not permit any of the Subsidiaries to, directly or indirectly:
+Added: (a) other than Permitted Indebtedness, enter into, create,
+Added: incur, assume, guarantee or suffer to exist any indebtedness for borrowed money of any kind, including but not limited to, a guarantee,
+Added: on or with respect to any of its property or assets now owned or hereafter acquired or any interest therein or any income or profits
+Added: (b) other than Permitted Liens, enter into, create, incur, assume or suffer to exist any Liens of any kind, on or with respect
+Added: to any of its property or assets now owned or hereafter acquired or any interest therein or any income or profits therefrom;
+Added: its charter documents, including, without limitation, its articles of incorporation and bylaws, in any manner that materially and adversely
+Added: affects any rights of the Holder;
+Added: (d) repay, repurchase or offer to repay, repurchase or otherwise acquire of any shares of its Common
+Added: Stock, Common Stock Equivalents or Junior Securities, other than as to the Conversion Shares as permitted or required under the Transaction
+Added: (e) pay cash dividends or distributions on Junior Securities of the Corporation;
+Added: f) enter into any transaction with any Affiliate
+Added: of the Corporation which would be required to be disclosed in any public filing with the Commission, unless such transaction is made
+Added: on an arm’s-length basis and expressly approved by a majority of the disinterested directors of the Corporation (even if less than
+Added: a quorum otherwise required for board approval);
+Added: or(g) enter into any agreement with respect to any of the foregoing.
+Added: INTELLIGENCE TECHNOLOGY SOLUTIONS INC.
+Added: TO THE CONSOLIDATED FINANCIAL STATEMENTS
E Preferred Stock
37 unchanged sentences
of Preferred Stock Activity
+Added: B Convertible, Redeemable Preferred Stock (Temporary Equity)
+Added: April 27, 2024, in connection with a Share Purchase Agreement the Company created a new class of Series B Convertible Redeemable Preferred
+Added: Shares with 5,000 authorized shares.
+Added: exchange for 300 Series B Convertible Redeemable Preferred Shares , the Company received gross proceeds of $ 300,000 with net
+Added: proceeds of $ 278,000 after paying $ 10,000 in legal fees and 12,000 in broker fees both charged against paid in capital.
+Added: as a commitment fee the Company issued an additional 20 Series B Convertible Redeemable Preferred Shares, with a fair value of
+Added: $ 24,000 charged to paid in capital.
+Added: The shares have a redemption value of $ 1,200 per share.
+Added: The Company had to redeem one third of
+Added: these shares in 30, days and each 30 days thereafter until all the shares are redeemed at 90 days.
+Added: The Company had to also pay an 8 %
+Added: dividend from issue date to redemption date.
+Added: On May 30, June 28 and July 28, 2024 the Company then issued total dividends of 4.32
+Added: shares of Series B Convertible Redeemable Preferred Shares having a value of $ 5,188 and, fully redeemed the outstanding 324 Series B
+Added: shares for $ 389,189 including deemed dividends of $ 89,189 which represents the redemption value over the purchase cost of the
+Added: At February 28, 2025 there were 0 shares outstanding.
INTELLIGENCE TECHNOLOGY SOLUTIONS INC.
TO THE CONSOLIDATED FINANCIAL STATEMENTS
−Removed: B Convertible, Redeemable Preferred Stock
−Removed: April 27, 2024, in connection with a Share Purchase Agreement the Company created a new class Of Series B Convertible Redeemable with
+Added: C Convertible, Redeemable Preferred Stock (Temporary Equity)
+Added: 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.
+Added: exchange for 306 Series C Convertible Redeemable Preferred Shares , the Company received gross proceeds of $ 306,000 with net proceeds
+Added: of $ 278,580 after paying $ 6,000 in legal fees and $ 21,420 in broker fees both charged against paid in capital.
+Added: The Company must redeem
+Added: the shares at stated capital of 1,200 per share and a 1.09 premium at 180 days after issuance.
+Added: The Company recorded the 306 outstanding
+Added: shares at its redemption value of $ 402,084 at February 28, 2025, with the offsetting adjustment to paid in capital.
F Convertible Preferred Stock
2 unchanged sentences
of common stock of the Company on the date of conversion by three and 45 100ths (3.45) on a pro rata basis.
−Removed: August 23, 2021, the Company filed amended Series F preferred shares such that Series F preferred shares are not convertible into common
−Removed: stock by a holder until (A) August 23, 2023 or (B) the date on which such a conversion may be required for the purpose of (i) uplisting
−Removed: the Company to a new stock exchange, or (ii) selling more than 50% of the Company’s assets.
−Removed: On April 30, 2024 the Company increased
−Removed: authorized to 10,000 Series F Preferred Shares.
−Removed: or Preferred Stock Activity
+Added: April 30, 2024 the Company increased authorized shares to 10,000 Series F Preferred Shares.
+Added: F Preferred Stock Activity:
the year ended February 28, 2025 Series F shareholders had the following activity:
−Removed: total of 244 Series F Preferred Stock Warrants issued along with debt to a lender.
+Added: Series F preferred shareholder exchanged 20 Series F preferred shares for a $ 400,000 note
+Added: (see Note 11).
+Added: The Company record an adjustment to the par value of the shares of
+Added: $ 20 , paid -in capital for the carrying value of the shares of $ 65,793 with the remaining
+Added: amount of $ 334,187 a deemed dividend.
the year ended February 29, 2024 Series F shareholders had the following activity:
−Removed: Series F Preferred Share and a total of 366 Series F Preferred Stock Warrants issued along with debt to a lender.
+Added: total of 244 Series F Preferred Stock Warrants issued along with debt to a lender.
Series F Preferred Stock
both February 28, 2025 and February 29, 2024 there remains 46 issuable Series F preferred stock at a value of $ 99,086 .
−Removed: October 28, 2022 as part of a $ 4,000,000 loan facility (described in Note 11) the Company extended the maturity date of the 329 existing
−Removed: Series F Preferred Warrants currently held by the lender to October 31, 2033 from October 31, 2026.
of Preferred Stock Warrant Activity
−Removed: OF PREFERRED STOCK WARRANT ACTIVITY
+Added: SUMMARY OF PREFERRED STOCK WARRANT ACTIVITY
Number of Series F Preferred Warrants
−Removed: Weighted Average Exercise Price
−Removed: Weighted Average Remaining Years
+Added: Average Exercise Price
+Added: Average Remaining Years
Outstanding at March 1, 2024
5 unchanged sentences
Company increased authorized common shares from 5,000,000,000 to 6,000,000,000 on July 8, 2022, from 6,000,000,000 to 7,225,000,000 on
−Removed: March 19, 2023 from 7,225,000,000 to 10,000,000,000 on August 30, 2023, and from 10,000,000,000 to 12,500,000,000 on March 22, 2024.
+Added: March 19, 2023 from 7,225,000,000 to 10,000,000,000 on August 30, 2023, from 10,000,000,000 to 12,500,000,000 on March 22, 2024., from
+Added: 12,500,000,000 to 15,000,000,000 on October 4, 2024 and from 15,000,000,000 to 20,000,000,000 on February 21, 2025.
of Common Stock Activity
the year ended, February 28, 2025, common shareholders had the following activity:
−Removed: Company issued 3,383,509,359 common shares with gross proceeds of $ 8,21,027 and net proceeds of $ 11,282,955 after issuance costs
−Removed: of $ 457,060 .
−Removed: Company issued 6,500,000 common shares for services with a fair value of $ 44,460 .
+Added: Company issued 4,979,636,877 common shares with gross proceeds of $ 13,697,245 and net proceeds of $ 13,120,679 after paid issuance
+Added: costs of $ 576,565 .
+Added: Included in the net proceeds are $ 418,669 in share proceeds receivable received after year end.
+Added: these common shares was a commitment fee of $ 125,000 on the issuance of 43,859,650 shares bringing total fees to $ 701,565 .
+Added: Company issued 194,065,933 common shares to repay $ 562,000 loans payable from two different lenders.
the year ended, February 29, 2024, common shareholders had the following activity:
−Removed: Company issued 1,057,841,576 common shares with gross proceeds of $ 8,21,027 and net proceeds of $ 7,771,169 after issuance costs of
−Removed: Company issued 17,500,000 common shares as penalty to an investor pursuant to a share purchase agreement.
−Removed: Company issued 45,306,557 shares through the cashless exercise of 108,378,210 warrants.
−Removed: Company cancelled 17,116,894 shares as a result of an SEC enforcement action against a lender and issued 10,000,000 shares for $ 118,500
−Removed: as payment for services.
−Removed: table below represent the common shares issued, issuable and outstanding at February 29, 2024 and February 28, 2023:
−Removed: OF COMMON SHARES ISSUED, ISSUABLE AND OUTSTANDING
−Removed: Common shares
−Removed: February 29, 2024
−Removed: February 28, 2023
−Removed: 9,238,750,958
−Removed: 5,836,641,599
−Removed: Issued, issuable and outstanding
−Removed: 9,238,750,958
−Removed: 5,848,741,599
−Removed: INTELLIGENCE TECHNOLOGY SOLUTIONS INC.
−Removed: TO THE CONSOLIDATED FINANCIAL STATEMENTS
−Removed: of Warrant and Stock Option Activity
+Added: Company issued 3,383,509,359
+Added: common shares with gross proceeds of $ 11,282,955 and net proceeds of $ 10,825,895
+Added: after issuance costs of $ 457,060 .
+Added: Company issued 6,500,000 common shares for services with a fair value of $ 44,460 .
of Warrant and Stock Option Activity
+Added: SUMMARY OF WARRANT AND STOCK OPTION ACTIVITY
Weighted Average
+Added: Exercise Price
Weighted Average
+Added: Remaining Years
Outstanding at February 29, 2023
−Removed: 1,216,845,661
−Removed: ( 108,378,210 )
Forfeited and cancelled
4 unchanged sentences
Outstanding at February 28, 2025
−Removed: (1) Required dilution
−Removed: adjustment per warrant agreement
+Added: the year ended February 28, 2025 warrant holders had the following activity:
+Added: the year warrants to acquire 253,324,212 shares expired.
+Added: the year ended February 29, 2024 warrant holders had the following activity:
+Added: January 27, 2024 warrants to acquire 13,621,790 shares expired.
+Added: INTELLIGENCE TECHNOLOGY SOLUTIONS INC.
+Added: TO THE CONSOLIDATED FINANCIAL STATEMENTS
the years ended February 28, 2025 and February 29, 2024, the Company recorded a total of $ 0 and $ 0 , respectively on stock-based payments
3 unchanged sentences
In addition the Company recorded other
−Removed: stock based compensation of ($ 479,000 ) and $ 499,500 , respectively with a corresponding adjustment to incentive compensation plan payable,
−Removed: payable in Series G Preferred shares which have not yet been issued.
−Removed: the year ended February 29, 2024 warrant holders had the following activity:
−Removed: January 27, 2024 warrants to acquire 13,621,790 shares expired.
−Removed: the year ended February 28, 2023 warrant holders had the following activity:
−Removed: August 30, 2022 a warrant holder exchanged 955,000,000 warrants for a promissory note of $ 3,000,000 , bearing interest at 15 % with
−Removed: a two year maturity.
−Removed: The fair value of the warrants was determined to be 2,960,500 with a corresponding adjustment to paid-in capital
−Removed: and a debt discount of $ 39,500 which will be amortized over the term of the loan.
−Removed: August 9, 2022 as part of a debt issuance the Company issued two 47,000,000 warrants at an exercise price of $ 0.01 and $ 0.008 per
−Removed: share, respectively both with a 5-year term and with a total relative fair value of $ 393,949 all using a Monte Carlo simulation to
−Removed: include reset events, exercise at maturity, and cashless exercise features with assumptions described below:
−Removed: OF FAIR VALUE ASSUMPTIONS OF WARRANTS
−Removed: Fair value of Company’s common stock
−Removed: Dividend yield
−Removed: Expected volatility
−Removed: Risk free interest rate
−Removed: Expected term (years)
−Removed: exercise of 108,378,210 warrants for 45,306,557 common shares
−Removed: INTELLIGENCE TECHNOLOGY SOLUTIONS INC.
−Removed: TO THE CONSOLIDATED FINANCIAL STATEMENTS
+Added: stock based compensation of $ 0 and ($ 479,000 ) , respectively with a corresponding adjustment to incentive compensation plan payable, payable
+Added: in Series G Preferred shares which have not yet been issued.
of Common Stock Option Activity
of CEO Compensation Grant
−Removed: April 9, 2021 the Company entered into an Employment Agreement with Chief Executive Officer, Steven Reinharz with a three- year term
−Removed: under the following terms whereby stock option awards will be granted if certain conditions are met:
−Removed: stock option award (option 1) will be granted to the employee to purchase 10,000,000 shares at an exercise price of $ $ 0.15 per share
−Removed: if the trading share price of the Company reaches an average of $ 0.30 per share for ten days over a 30 day trading period.
−Removed: stock option award (option 2) will be granted to the employee to purchase 30,000,000 shares at an exercise price of $ $ 0.25 per share
−Removed: if the trading share price of the Company reaches an average of $ 0.50 per share for ten days over a 30 day trading period.
+Added: April 9, 2021 the Company entered into a renewable Employment Agreement with Chief Executive Officer, Steven Reinharz with a three- year
+Added: term under the following terms whereby stock awards will be granted if certain conditions are met:
in any fiscal quarter exceed the total sales in fiscal year 2021 for the first time.
14 unchanged sentences
hundred (500) shares of Series G preferred stock.
−Removed: January 31, 2024 the Company added the following Objective effective Martch 1, 2022:
−Removed: Objective # 10
−Removed: In any fiscal quarter,
−Removed: attrition , measured by loss of recurring monthly revenue does not exceed 10%
−Removed: Two h undred fifty
−Removed: (250) shares of Series G preferred stock.
+Added: INTELLIGENCE TECHNOLOGY SOLUTIONS INC.
+Added: TO THE CONSOLIDATED FINANCIAL STATEMENTS
+Added: January 31, 2024 the Company added the following Objective effective March 1, 2022:
+Added: any fiscal quarter, attrition , measured by loss of recurring monthly revenue does not exceed 10%
+Added: h undred fifty (250) shares of Series G preferred stock.
fair value of the first two awards was obtained through the use of the Monte Carlo method was $ 69,350 with a charge to stock- based compensation
4 unchanged sentences
For the period ended February 28, 2025 that amount
−Removed: totaled $ 1,521,000 with a charge to stock-based compensation and a corresponding charge to incentive compensation plan payable.
−Removed: period ended February 28, 2023 that amount totaled $ 499,500 with a charge to stock-based compensation and a corresponding charge to incentive
−Removed: compensation plan payable.
−Removed: INTELLIGENCE TECHNOLOGY SOLUTIONS INC.
−Removed: TO THE CONSOLIDATED FINANCIAL STATEMENTS
+Added: totaled $ 0 .
+Added: For the period ended February 29, 2024 that amount totaled $ 1,521,000 with a charge to stock-based compensation and a corresponding
+Added: charge to incentive compensation plan payable.
+Added: For the period ended February 28, 2023 that amount totaled $ 499,500 with a charge to stock-based
+Added: compensation and a corresponding charge to incentive compensation plan payable.
April 14, 2021, the Shareholders of Series E Preferred Stock and the Board of Directors of our Company (“Board”) approved
27 unchanged sentences
the year ended February 28, 2025 the Company had the following common stock option activity:
+Added: the original 2021 plan, options to purchase 2,475,000 shares were forfeited due to employee terminations.
+Added: On the 2023 plan (see below)
+Added: 3,963,404 options to purchase shares were forfeited due to employee terminations.
+Added: INTELLIGENCE TECHNOLOGY SOLUTIONS INC.
+Added: TO THE CONSOLIDATED FINANCIAL STATEMENTS
+Added: the year ended February 29, 2024 the Company had the following common stock option activity:
September 1, 2023, the Company as an addition to the afore-mentioned Incentive Stock Option Plan issued 114,217,035 shares to 48
1 unchanged sentence
using the Black-Scholes model with assumptions described below:
−Removed: OF COMMON STOCK OPTION ACTIVITY ASSUMPTIONS
+Added: SCHEDULE OF COMMON STOCK OPTION ACTIVITY ASSUMPTIONS
Fair value of Company’s common stock
7 unchanged sentences
the original 2021 plan, options to purchase 21,275,000 shares were forfeited due to employee terminations
−Removed: the year ended February 28, 2023 the Company had the following common stock option activity:
−Removed: September 1, 2022, the Company as part of the afore-mentioned Incentive Stock Option Plan issued 100,000,000 shares to 64 employees.
−Removed: The shares were issued with an exercise price of $ 0.02 , vest after 4 years with a 5 year term having a fair value of $ 1,020,000 using
−Removed: the Black-Scholes model with assumptions described below:
−Removed: OF COMMON STOCK OPTION ACTIVITY ASSUMPTIONS
−Removed: Fair value of Company’s common stock
−Removed: Dividend yield
−Removed: Expected volatility
−Removed: Risk free interest rate
−Removed: Expected term (years)
−Removed: Company recorded $ 122,050 in stock-based compensation which represents the current expense over the vesting period.
−Removed: to purchase 4,275,000 shares were forfeited due to employee terminations
−Removed: INTELLIGENCE TECHNOLOGY SOLUTIONS INC.
−Removed: TO THE CONSOLIDATED FINANCIAL STATEMENTS
of Common Stock Option Activity
SUMMARY OF COMMON STOCK OPTION ACTIVITY
−Removed: Number of Warrants
−Removed: Weighted Average Exercise Price
+Added: Number of Options
+Added: Average Exercise Price
Weighted Average Remaining Years
3 unchanged sentences
Outstanding at February 29, 2024
−Removed: Number of Warrants
−Removed: Weighted Average Exercise Price
+Added: Number of Options
+Added: Average Exercise Price
Weighted Average Remaining Years
13 unchanged sentences
related legal costs are expensed as incurred.
+Added: September 24, 2024, a prospective lender filed a claim against the Company for an alleged breach of a non-binding term sheet made on
+Added: June 7, 2024.
+Added: This claim is an example of predatory lending practices for which the Company has filed a notice of dismissal in the relevant
+Added: jurisdiction.
+Added: The Company and its counsel believe the claim is without merit however the courts have mandated mediation, and it appears that the parties may reach a settlement in the near future.
+Added: has made no accruals.
March 10, 2021, the Company entered into a 10 year lease agreement for q manufacturing facility at 10800 Galaxie Avenue, Ferndale, Michigan,
6 unchanged sentences
The Company paid a down payment of $ 18,462 .
−Removed: January 28, 2022, the Company entered into a 2-year lease agreement for office space at 1516 E Edinger, Santa Ana, California, 92705,
−Removed: commencing on February 1, 2022 through to January 31, 2024 with a minimum base rent of $ 1,500 per month.
−Removed: The Company paid a security
−Removed: deposit of $ 1,500 .
−Removed: This lease expired on January 31, 2024 and was not renewed.
February 5, 2024, the Company entered into a 3-year lease agreement for a vehicle commencing February 5, 2024 through to February 5,
6 unchanged sentences
29, 2024, respectively.
−Removed: INTELLIGENCE TECHNOLOGY SOLUTIONS INC.
−Removed: TO THE CONSOLIDATED FINANCIAL STATEMENTS
−Removed: OF MATURITY OF OPERATING LEASE LIABILITIES
+Added: SCHEDULE OF MATURITY OF OPERATING LEASE LIABILITIES
Maturity of Lease Liabilities
5 unchanged sentences
February 28, 2031 and after
−Removed: 2030 and after
Total lease payments
Present value of lease liabilities
−Removed: EARNINGS (LOSS) PER SHARE
−Removed: net income (loss) per common share amounts were determined as follows:
+Added: INTELLIGENCE TECHNOLOGY SOLUTIONS INC.
+Added: TO THE CONSOLIDATED FINANCIAL STATEMENTS
+Added: LOSS PER SHARE
+Added: net loss per common share amounts were determined as follows:
SCHEDULE OF NET INCOME (LOSS) PER COMMON SHARE
For the Year Ended
−Removed: Net income (loss) available to common shareholders
+Added: Net loss available to common shareholders
$ ( 18,935,592 )
1 unchanged sentence
Effect of common stock equivalents
−Removed: interest expense on convertible debt
−Removed: Add (less) loss (gain) on change of derivative liabilities
−Removed: Net income (loss) adjusted for common stock equivalents
+Added: Less redemption dividend to Series F and Series B preferred shareholders
+Added: Net loss adjusted for common stock equivalents
( 19,358,968 )
3 unchanged sentences
7,080,914,317
−Removed: Net income (loss) per share – basic
+Added: Net loss per share – basic
Weighted average shares – diluted
1 unchanged sentence
7,080,914,317
−Removed: Net income (loss) per share – diluted
+Added: Net loss per share – diluted
anti-dilutive shares of common stock equivalents for the years ended February 28, 2025 and February 29, 2024 were as follows:
−Removed: SCHEDULE OF ANTI-DILUTIVE SHARES OF COMMON
−Removed: STOCK EQUIVALENTS
+Added: SCHEDULE OF ANTI-DILUTIVE SHARES OF COMMON STOCK EQUIVALENTS
For the Year Ended
−Removed: Class F Preferred Shares *
+Added: Convertible Class F Preferred Shares
49,722,965,500
−Removed: Stock options and warrants
31,873,690,805
−Removed: August 23, 2021, the Company filed amended Series F preferred shares such that Series F preferred shares are not convertible into
−Removed: common stock by a holder until (A) August 23, 2023 or (B) the date on which such a conversion may be required for the purpose of
−Removed: (i) uplisting the Company to a new stock exchange, or (ii) selling more than 50% of the Company’s assets.
−Removed: Had these Series
−Removed: F preferred shares been convertible at February 29, 2024 and February 28, 2023 the dilutive effects would be as follows:
−Removed: For the Year Ended
−Removed: February 29 and February 28
−Removed: Convertible Series F Preferred Shares
+Added: Stock options and warrants
49,952,465,080
−Removed: Anti-dilutive shares of common stock
32,362,953,501
4 unchanged sentences
allowances are established when necessary to reduce deferred tax assets to the amount expected to be realized.
−Removed: income tax expense (benefit) consisted of the following for the fiscal years ended February 29, 2024 and February 28, 2023:
+Added: income tax expense (benefit) consisted of the following for the fiscal years ended February 28, 2025 and ended February 29, 2024:
SCHEDULE OF INCOME TAX EXPENSES (BENEFIT)
27 unchanged sentences
components of the Company’s deferred tax assets and liabilities were as follows for the fiscal years February 28, 2025 and February
−Removed: SCHEDULE OF COMPONENTS OF DEFERRED TAX
−Removed: ASSETS AND LIABILITIES
+Added: SCHEDULE OF COMPONENTS OF DEFERRED TAX ASSETS AND LIABILITIES
February 28, 2025
35 unchanged sentences
SUBSEQUENT EVENTS
−Removed: to February 29, 2024 through to May 9, 2024,
+Added: to February 28, 2025 through to filing date,
the Company issued 1,400,000,000 common shares pursuant to a share purchase agreement for gross proceeds of $ 2,231,505 , issuance costs
of $ 96,435 and cash proceeds of $ 2,135,070 .
−Removed: on March 12 ,2024 the shareholders approved an increase to its authorized common stock by 2,500,000,000 shares for 10,000,000 shares
−Removed: to 12,500,000 shares.
−Removed: On March 8, 2024, the Company entered into an agreement where the lender will buy pay the Company $ 350,000 in exchange for thirteen future
−Removed: monthly payments of $ 36,750 commencing on August 8,2024 through to August 8,2025 totaling $ 477,750 .
−Removed: The effective interest rate is 35 %
−Removed: This agreement is secured by a general security charging all of RAD’s present and after-acquired property.
−Removed: of 15 % per annum calculated daily on any missed monthly payment.
−Removed: On April 29, 2024 , the Company entered into a Securities Purchase Agreement for 300 Series B Convertible , Redeemable Preferred Shares.
−Removed: The Company will receive $ 300,000 less $ 10,000 in legal fees.
−Removed: In addition as a commitment fee the Company issued an additional 20 Series
−Removed: B Convertible, Redeemable Preferred Shares.
−Removed: The shares have a redemption value of $ 1,200 per share.
−Removed: The Company must redeem one third
−Removed: of these shares or 106 2/3 for $108,000 in 30, days and each 30 days thereafter until all the shares are redeemed at 90 days.
−Removed: must pay an 8 % dividend from issue date to redemption date.
−Removed: OTHER SUBSEQUENT EVENTS
−Removed: Subsequent to May 9, 2024 through to May 23, 2024,
−Removed: — On May 15, 2024 the Company increased authorized common shares from 12,500,000,000 to 15,000,000,000 .
−Removed: — the Company issued
−Removed: 375,000,000 common shares pursuant to a share purchase agreement for gross proceeds of $ 1,500,000 , issuance costs of $ 61,025 and cash
−Removed: proceeds of $ 1,438,975 .
+Added: The Company issued 435,000,000 shares to a lender to settle $ 738,000 in principal and $ 37,500 in accrued interest totaling $ 775,500 ,
+Added: pursuant to exchange agreements with the lender.
+Added: on May 27, 2025 the Company entered into an Amended Equity Financing Agreement whereby an investor shall invest up to $30,000,000 over
+Added: the course of twenty four (24) month at a purchase price of eighty percent (80%) of the lowest trade price in the 9 day preceding period.
+Added: If the average Closing Price for the Common Stock during the three (3) trading days preceding a purchase is equal to or greater than
+Added: one cent ($.01) per share, the applicable purchase price shall equal eighty five percent (85%) of the lowest trade price in the 9 day
+Added: preceding period.
+Added: Following an up-list to the NASDAQ or an equivalent national exchange by the Company, the purchase price shall equal
+Added: ninety percent (90%) of the lowest Volume Weighted Average Price (“VWAP”) for the Common Stock during the 9 day preceding
+Added: period subject to a floor of $2.00 per share, below which the Company shall not be required to sell shares.
+Added: In conjunction with the above
+Added: agreement, the Company entered into a Registration Rights Agreement.
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.