What changed in this filing

/stocks — the workspaceLOADING

Item 1. Financial Statements

2025-07-15 compared with 2025-01-14 · 394 added, 530 removed, 877 unchanged (51% of the section changed)

2 unchanged sentences

CONSOLIDATED BALANCE SHEETS

November 30, 2024

Current assets:

7 unchanged sentences

Fixed assets, net of accumulated depreciation of $ 521,203 and $ 491,186 , respectively

Convertible note receivable

Investment at cost

8 unchanged sentences

Deferred compensation for CEO

Current portion of loans payable, net of discount of $ 58,620 and $ 688,598

Vehicle loan - current portion

Current portion of loans payable, net

Current portion of accrued interest payable

6 unchanged sentences

Total liabilities

Commitments and Contingencies

Redeemable Preferred Stock (Temporary Equity):

Series B Convertible, Redeemable Preferred Stock.

$ 0.001 par value;

8 % cumulative dividend payable quarterly, $ 1,200 stated value, 5,000 shares authorized, 0 and 0 shares issued and outstanding at November 30, 2024 and February 29, 2024, respectively

8 % cumulative dividend payable quarterly,$ 1,200 stated value, 5,000 shares authorized, no shares issued and outstanding at May 31, 2025 and February 28, 2025, respectively

Series C Convertible, Redeemable Preferred Stock .

$ 0.001 par value;

$ 1,200 stated value, redeemable at 109.5 % , 12 % dividend, 1,000 shares authorized , 315 and 306 shares issued and outstanding at May 31, 2025 and February 28, 2025, respectively

Convertible Redeemable Preferred Stock, value

Commitments and Contingencies

Stockholders’ deficit:

1 unchanged sentence

15,534,000 shares authorized;

no shares issued and outstanding at November 30, 2024 and February 29, 2024, respectively

no shares issued and outstanding at May 31, 2025 and February 28, 2025, respectively

Series G Redeemable Preferred Stock.

$ 0.001 par value;

100,000 shares authorized, no shares issued and outstanding at November 30, 2024 and February 29, 2024, respectively

100,000 shares authorized, no shares issued and outstanding at May 31, 2025 and February 28, 2025, respectively

Series E Preferred Stock, $ 0.001 par value;

20 unchanged sentences

CONSOLIDATED STATEMENTS OF OPERATIONS

November 30, 2024

November 30, 2023

November 30, 2024

November 30, 2023

Three Months Ended

Cost of goods sold

2 unchanged sentences

Operating expenses:

Research and development (Note 9)

Research and development (see Note 10)

General and administrative

5 unchanged sentences

( 2,833,256 )

( 7,750,028 )

( 8,379,180 )

Other income (expense), net:

2 unchanged sentences

( 1,361,103 )

( 4,072,108 )

( 4,940,965 )

Gain (loss) on settlement of debt

Total other income (expense), net

1 unchanged sentence

( 1,361,103 )

( 4,078,628 )

( 4,902,225 )

$ ( 3,703,974 )

$ ( 3,966,484 )

Net income (loss)

$ ( 4,594,018 )

5 unchanged sentences

9,882,118,105

11,071,139,695

6,606,988,956

Weighted average common share outstanding - diluted

1 unchanged sentence

9,882,118,105

11,071,139,695

6,606,988,956

accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

1 unchanged sentence

CONSOLIDATED STATEMENT OF SHAREHOLDERS’ DEFICIT

Temporary Equity

Shareholder’s Deficit

Preferred Stock

Stockholders’

Preferred Stock

Shareholders’

Balance at February 29, 2024

2 unchanged sentences

$ ( 40,199,557 )

Issuance of shares, net of $ 81,285 issuance costs

Relative fair value of Series F warrants issued with loans payable

Stock based compensation

9,238,750,958

$ ( 132,962,427 )

Balance at May 31, 2023 -

$ ( 40,199,557 )

Cumulative Effect Adjustment RFV discount per adoption of ASU 2020-06 at March 1, 2024

( 4,175,535 )

1 unchanged sentence

Issuance of shares, net of $ 116,046 issuance costs

Shares as payment for services

Stock based compensation

1,080,166,425

( 4,759,728 )

Balance at August 31, 2023 -

Issuance of Series B Preferred Shares

Series B Preferred Shares issued as commitment fee

Series B Preferred shares issued as dividend

Redemption of Series B Preferred shares

Stock based compensation

( 4,194,359 )

Balance at May 31, 2024

10,318,917,383

Issuance of shares, net of $ 56,320 issuance costs

Relative fair value of Series F warrants issued with debt

Stock based compensation

$ ( 141,361,177 )

$ ( 45,912,103 )

Balance at November 30, 2023 -

10,318,917,383

1 unchanged sentence

$ ( 45,912,103 )

accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

INTELLIGENCE TECHNOLOGY SOLUTIONS INC.

CONSOLIDATED STATEMENT OF SHAREHOLDERS’ DEFICIT

Temporary Equity

8 unchanged sentences

$ ( 156,496,930 )

Cumulative Effect Adjustment RFV discount per adoption of ASU 2020-06 at March 1, 2024

$ ( 49,931,012 )

14,412,453,768

Issuance of shares, net of $ 116,046 issuance costs

$ 106,316,844

Issuance of Series B Preferred Shares

Series B Preferred Shares issued as commitment fee

Series B Preferred shares issued as dividend

Redemption of Series B Preferred shares

Stock based compensation

$ ( 156,496,930 )

$ ( 49,931,012 )

Balance at May 31, 2024

10,318,917,383

$ ( 141,361,177 )

$ ( 45,912,103 )

Issuance of shares, net of $ 121,746 issuance costs

1,900,000,000

Debt exchanged for common stock

Series F Preferred Shares exchanged for debt

Series B Preferred shares issued as dividend

Redemption of Series B Preferred shares

Stock based compensation

( 3,930,323 )

Balance at August 31, 2024

11,706,671,042

$ ( 145,686,020 )

$ ( 45,470,363 )

11,706,671,042

$ ( 145,686,020 )

$ ( 45,470,363 )

Issuance of shares, net of issuance costs

1,900,000,000

Debt exchanged for common shares

Series C Preferred shares issued as dividend

Stock based compensation

1 unchanged sentence

( 4,594,018 )

Balance at November 30, 2024

Balance at May 31, 2025

16,997,453,768

9 unchanged sentences

CONSOLIDATED STATEMENTS OF CASH FLOWS

Nine Months Ended

November 30, 2024

Nine Months Ended

November 30, 2023

CASH FLOWS USED IN OPERATING ACTIVITIES:

CASH FLOWS FROM OPERATING ACTIVITIES:

$ ( 4,594,018 )

$ ( 4,194,359 )

Adjustments to reconcile net income to net cash used in operating activities:

Adjustments to reconcile net loss to net cash used in operating activities:

Depreciation and amortization

4 unchanged sentences

Stock based compensation

Change in fair value of derivative liabilities

Amortization of debt discounts

(Gain) loss on settlement of debt

Increase in related party accrued payroll and interest

1 unchanged sentence

Accounts receivable

Prepaid expenses

Prepaid expenses and deposits on inventory

Deposit on right of use asset

Device parts inventory

( 1,070,087 )

( 2,004,189 )

Accounts payable and accrued expenses

Deferred compensation for CEO

Customer deposits

Operating lease liabilities

Current portion of deferred variable payment obligation for payments

Operating lease liability payments

Deferred compensation for CFO

( 1,246,687 )

Current portion of deferred variable payment obligations for payments

Accrued interest payable

2 unchanged sentences

( 3,045,831 )

CASH FLOWS USED IN INVESTING ACTIVITIES:

CASH FLOWS FROM INVESTING ACTIVITIES:

Purchase of fixed assets

Acquisition of trademarks

Convertible note receivable

Reimbursement of security deposit

Net cash (used in) investing activities

1 unchanged sentence

Share proceeds net of issuance costs

Proceeds on issuance of Series B shares

Redemption of Series B shares

Proceeds from loans payable

Repayment of loans payable

Proceeds on issuance of Series B Preferred shares

Redemption of Series B Preferred shares

Proceeds from convertible debt and warrants issued

Net cash provided by financing activities

6 unchanged sentences

Noncash investing and financing activities:

Share proceeds receivable

Transfer from device parts inventory to revenue earning devices

Transfer from device parts inventory to fixed assets and revenue earning devices

Exchange of notes payable and accrued interest for common shares

Cumulative Effect Adjustment RFV discount per adoption of ASU 2020-06 at March 1, 2024

Exchange of Series F preferred stock for note payable

Exchange of note payable for common stock

Series B preferred shares issued as dividend

Shares issued for services

Discount applied to face value of loans

Warrants issued as part of debt

Series B or C preferred shares issued as dividend

Right of use asset for lease liability

accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

30 unchanged sentences

to continue as a going concern.

the nine months ended November 30, 2024, the Company had negative cash flow from operating activities of $ 8,894,284 .

As of November 30,

the three months ended May 31, 2025, the Company had negative cash flow from operating activities of $ 3,321,185 .

As of May 31, 2025,

the Company has an accumulated deficit of $ 161,090,948 , and negative working capital of $ 3,754,310 .

Management does not anticipate

having positive cash flow from operations in the near future.

These factors raise substantial doubt about the Company’s ability

to continue as a going concern for the twelve months following the issuance of these financial statements.

Management does not anticipate having

positive cash flow from operations in the near future.

These factors raise a substantial doubt about the Company’s ability to continue

as a going concern for the twelve months following the issuance of these financial statements.

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

7 unchanged sentences

raised nor can we provide assurance that these possible raises may not have dilutive effects.

In July 2024, the Company entered into

In June 2025, the Company entered into

an equity financing agreement whereby an investor will purchase up to $ 30,000,000 of the Company’s common stock at a discount over

a two-year period.

There remains approximately $ 26 million left to issue under this arrangement.

Management believes that it has the

necessary support to continue operations by continuing its funding methods in the following ways:

growing revenues, through equity proceeds,

and issuing non-convertible debt.

There still remains $ 30 million left to issue under this arrangement.

Management believes that it has the necessary

support to continue operations by continuing its funding methods in the following ways:

growing revenues, through equity proceeds, and

issuing non-convertible debt.

Management has had many recent conversations with the Company’s primary debt holder and believes

13 unchanged sentences

and its wholly owned subsidiaries, Robotic Assistance Devices, Inc., Robotic Assistance Devices Group , Inc, Robotic Assistance Devices

Mobile, Inc., On the Move Experience, LLC and On the OMV Transports, LLC.

All significant intercompany accounts and transactions have

been eliminated in consolidation.

The unaudited consolidated financial statements reflect all adjustments, consisting of normal recurring

accruals, which are, in the opinion of management, necessary for a fair presentation of such statements.

The results of operations for

the nine months ended November 30, 2024 are not necessarily indicative of the results that may be expected for the entire year.

Mobile, Inc., and Robotic Assistance Devices Residential, Inc., and Robotic Assistance Devices Lanka (Private) Limited.

All significant

intercompany accounts and transactions have been eliminated in consolidation.

The unaudited consolidated financial statements reflect

all adjustments, consisting of normal recurring accruals, which are, in the opinion of management, necessary for a fair presentation

of such statements.

The results of operations for the three months ended May 31, 2025, are not necessarily indicative of the results

that may be expected for the entire year.

order to prepare financial statements in conformity with accounting principles generally accepted in the United States, management must

4 unchanged sentences

The most significant estimates included in these consolidated financial statements are those associated with the assumptions

used to value preferred stock and derivative liabilities.

used to value equity instruments used in debt settlements, amendments and extensions.

Reclassifications

3 unchanged sentences

Concentrations

November 30, 2024 there were $ 33,163,345 of loans payable, $ 28,743,506 or 87 % of these loans to companies controlled by one individual.

At February 29, 2024 there were $ 32,796,345 of loans payable, $ 28,540,506 or 87 % of these loans to companies controlled by the same individual.

May 31, 2025 there were $ 31,538,346 of loans payable, $ 27,393,506 or 87 % of these loans to companies controlled by one individual.

February 28, 2025 there were $ 32,801,345 loans payable, $ 28,581,506 or 87 % of these loans to companies controlled by one individual.

Company considers all highly liquid investments with an original maturity of three months or less to be cash equivalents.

7 unchanged sentences

historical trends are evaluated, and specific customer issues are reviewed on a periodic basis to arrive at appropriate allowances.

was an allowance of $ 74,000 and $ 68,000 provided as of November 30, 2024 and February 29, 2024, respectively.

was an allowance of $ 115,000 and $ 140,000 provided as of May 31, 2025 and February 28, 2025, respectively.

For the three months ended

November 30, 2024, one customer accounted for 61 % of total accounts receivable.

For the three months ended November 30, 2023, two customers

account for 61 % of total accounts receivable.

May 31, 2025, three customers account for 53 % of total accounts receivable .

For the three months ended May 31, 2024, two customers account

for 57 % of total accounts receivable.

Parts Inventory

6 unchanged sentences

is taken when factors that would result in a need for an increase in the valuation, such as excess or obsolete inventory, are noted.

As of November 30, 2024 and February 29, 2024 there was a valuation reserve of $ 1,109,000 and $ 959,000 , respectively.

As of May 31, 2025, and February 28, 2025, there was a valuation reserve of $ 465,000 and $ 465,000 , respectively.

INTELLIGENCE TECHNOLOGY SOLUTIONS INC.

6 unchanged sentences

The Company uses a

combination of undiscounted cash flows and market approaches in assessing whether an asset has been impaired.

The Company measures impairment

losses based upon the amount by which the carrying amount of the asset exceeds the fair value.

combination of the undiscounted cash flows and market approaches in assessing whether an asset has been impaired.

The Company measures

impairment losses based upon the amount by which the carrying amount of the asset exceeds the fair value.

assets are stated at cost.

4 unchanged sentences

which do not improve or extend asset lives are expensed currently.

OF FIXED ASSETS STATED AT COST

SCHEDULE OF FIXED ASSETS STATED AT COST

equipment and software

10 unchanged sentences

If all criteria are met, the costs are deferred and amortized over the expected useful life or written off if a product is abandoned.

At November 30, 2024 and February 29, 2024, the Company had no deferred development costs.

At May 31, 2025 and February 28, 2025, the Company had no deferred development costs.

Contingencies

17 unchanged sentences

the agreement purport, in substance, to be a sale

the Company have continuing involvement in the generation of cash flows due the investor

the Company have continuing involvement in the generation of cash flows due to the investor

the transaction cancellable by either party through payment of a lump sum or other transfer of assets

21 unchanged sentences

Refer to Note 4 – Revenue from Contracts with Customers for additional information.

For the nine months

ended November 30, 2024, one customer accounted for 57 % of total revenue and for the nine months ended November 30, 2023, four customers

accounted for 58 % of total revenue.

For the three months

ended May 31, 2025, two customers accounted for 65 % of total revenue and for the three months ended May 31, 2024, two customers accounted

for 65 % of total revenue.

taxes are accounted for under the asset and liability method.

72 unchanged sentences

own assumptions about market participant assumptions developed based on the best information available in the circumstances (unobservable

INTELLIGENCE TECHNOLOGY SOLUTIONS INC.

TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

fair value hierarchy consists of three broad levels, which gives the highest priority to unadjusted quoted prices in active markets for

2 unchanged sentences

hierarchy under ASC Topic 820 are described as follows:

INTELLIGENCE TECHNOLOGY SOLUTIONS INC.

TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

1 – Unadjusted quoted prices in active markets for identical assets or liabilities that are accessible at the measurement date.

11 unchanged sentences

fair value hierarchy within which those measurements fell:

OF LIABILITIES MEASURED AT FAIR VALUE

SCHEDULE OF LIABILITIES MEASURED AT FAIR VALUE

Fair Value Measurement Using

November 30, 2024

Investment at cost

Incentive compensation plan payable – revaluation of equity awards payable in Series G shares

February 28, 2025

Investment at cost

Incentive compensation plan payable – revaluation of equity awards payable in Series G shares

carrying amounts of the Company’s financial assets and liabilities, such as cash, accounts receivable, prepaid expenses

and advances,

the incentive compensation plan referred to above , the Company recorded stock based compensation of $ 0 and $ 0 for the three months ended

May 31, 2025 and May 31, 2024 with corresponding adjustments to incentive compensation plan payable.

carrying amounts of the Company’s financial assets and liabilities, such as cash, accounts receivable, prepaid expenses and advances,

accounts payable and accrued expenses, approximate their fair values because of the short maturity of these instruments.

15 unchanged sentences

TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Issued Accounting Pronouncements

Issued Accounting Standards During the Year

August 2020, the FASB issued ASU 2020-06, Debt — Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and

Hedging-Contracts in Entity’s Own Equity (Subtopic 815-40) :

Accounting for Convertible Instruments and Contracts in an Entity’s

Under ASU 2020-06, the embedded conversion features are no longer separated from the host contract for convertible instruments

with conversion features that are not required to be accounted for as derivatives under Topic 815, or that do not result in substantial

premiums accounted for as paid-in capital.

Consequently, a convertible debt instrument will be accounted for as a single liability measured

at its amortized cost, as long as no other features require bifurcation and recognition as derivatives.

The new guidance also requires

the if-converted method to be applied for all convertible instruments.

The amendments in ASU 2020-06 are effective for public entities,

excluding smaller reporting companies as defined, for fiscal years beginning after December 15, 2021.

For all other entities, the amendments

are effective for fiscal years beginning after December 15, 2023.

Early adoption is permitted.

A reporting entity is not permitted to

adopt the guidance in an interim period, other than the first interim period of its fiscal year.

The Company adopted the standard using

a modified retrospective approach.

The adjustment to the Company’s accumulated deficit at March 1, 2024 was $ 4,175,535 with a corresponding

adjustment to loans payable.

REVENUE FROM CONTRACTS WITH CUSTOMERS

24 unchanged sentences

following table presents revenues from contracts with customers disaggregated by product/service:

OF REVENUES FROM CONTRACTS WITH CUSTOMERS

November 30, 2024

November 30, 2023

November 30, 2024

November 30, 2023

SCHEDULE OF REVENUES FROM CONTRACTS WITH CUSTOMERS

Three Months Ended

Device rental activities

10 unchanged sentences

a transfer of title or purchase option reasonably certain of exercise.

is a summary of our lease assets and liabilities at November 30, 2024 and February 29, 2024.

OF LEASE ASSETS AND LIABILITIES

is a summary of our lease assets and liabilities at May 31, 2025 and February 28, 2025.

SCHEDULE OF LEASE ASSETS AND LIABILITIES

Classification

November 30, 2024

February 28, 2025

10 unchanged sentences

charges were not included in operating lease expense and were expensed in general and administrative expenses as incurred.

expense and operating lease cost was $ 57,875 and $ 182,855 for the three and nine months ended November 30, 2024, respectively, and $ 64,081

and $ 189,164 for the three and nine months ended November 30, 2023, respectively.

lease cost and rent was $ 58,219 and $ 62,013 for the three months ended May 31, 2025 and May 31, 2024, respectively.

December 23, 2022 the Company entered into a Simple Agreement for Future Equity (SAFE) contract to invest $ 50,000 to acquire shares of

a company’s capital stock at a discount.

On June 3, 2024 the Company acquired a $ 50,000 convertible note receivable from Nightingale

Intelligent Systems, Inc., a private Delaware corporation that provides unmanned aerial vehicles

(UAV) for commercial applications.

On January 3, 2025 the Company exchanged it’s convertible note receivable for :

1,770,840 Series

A preferred shares , 15,000 common shares and 165,000 common share warrants.

On February 28, 2025, there was a 10 :1 split .

now holds 177,084 Series A preferred shares , 1,500 common shares and 16,500 common share warrants (at a strike price of $ 0.80 /share).

The Company values the Nightingale Intelligent Systems, Inc.’s shares and warrants

at $ 50,000 bringing total investments at cost to $ 100,000 at May 31, 2025.

REVENUE EARNING DEVICES

earning devices consisted of the following:

OF REVENUE EARNING DEVICES

November 30, 2024

SCHEDULE OF REVENUE EARNING DEVICES

February 28, 2025

2 unchanged sentences

( 2,744,231 )

the three and nine months ended November 30, 2024 the Company made total additions to revenue earning devices of $ 1,069,822 and $ 2,800,355

respectively, which were transfers from inventory.

During the three and nine months ended November 30, 2023 the Company made total additions

to revenue earning devices of $ 521,037 and $ 1,306,501 , respectively, which were transfers from inventory.

and amortization for the three and nine months ended November 30, 2024 and 2023 are as follows:

OF DEPRECIATION AND AMORTIZATION

Depreciation and Amortization

Three Months Ended November 30, 2024

( 2,292,172 )

the three months ended May 31, 2025, the Company made total additions to revenue earning devices of $ 895,547 which were transfers from

During the three months ended May 31, 2024, the Company made total additions to revenue earning devices of $ 1,128,175 which

were transfers from inventory

and amortization for the years ended May 31, 2025, and May 31, 2024, are as follows:

SCHEDULE OF DEPRECIATION AND AMORTIZATION

Depreciation and Amortization RED

Three Months Ended

November 30, 2023

Nine Months Ended November 30, 2024

Nine Months Ended November 30, 2023

Three Months Ended

Cost of Goods Sold

Operating expenses

Total Depreciation and

Total Depreciation and Amortization RED

INTELLIGENCE TECHNOLOGY SOLUTIONS INC.

1 unchanged sentence

assets consisted of the following:

OF FIXED ASSETS

November 30, 2024

SCHEDULE OF FIXED ASSETS

February 28, 2025

9 unchanged sentences

accumulated depreciation

the three months ended November 30, 2024, the Company made additions of $ 25,603 , all of which were transfers from inventory.

nine months ended November 30, 2024, the Company made additions of $ 99,877 of which $ 76,153 were transfers from inventory with remaining

the three months ended May 31, 2025, the Company made additions of $ 46,071 of which $ 22,347 were transfers from inventory with remaining

additions of $ 23,724 .

During the three months ended November 30, 2023, the Company made additions of $ 22,101 , $ 11,661 which were transfers

During the three months ended May 31, 2024, the Company made additions of $ 52,177 of which $ 33,045 were transfers

from inventory with remaining additions of $ 19,132 .

During the nine months ended November 30, 2023, the Company made additions of $ 129,331

of which $ 115,428 were transfers from inventory with remaining additions of $ 13,903 .

OF DEPRECIATION AND AMORTIZATION IN OPERATING EXPENSES

and amortization for the years ended May 31, 2025, and May 31, 2024, are as follows:

SCHEDULE OF DEPRECIATION AND AMORTIZATION IN OPERATING EXPENSES

Depreciation and Amortization

Three Months Ended November 30, 2024

Three Months Ended

November 30, 2023

Nine Months Ended November 30, 2024

Nine Months Ended November 30, 2023

Three Months Ended

Revenue earning devices

14 unchanged sentences

on the unpaid amount.

INTELLIGENCE TECHNOLOGY SOLUTIONS INC.

TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

6 unchanged sentences

the share disposition price defined as the total price the third party paid for the shares plus the total value of all future Payments.

INTELLIGENCE TECHNOLOGY SOLUTIONS INC.

TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

November 18, 2019, the Company entered into another similar arrangement with the (February 1, 2019) investor above whereby the investor

45 unchanged sentences

31, 2019 and accrue every quarter thereafter.

As of November 30, 2024, the Company has accrued $ 1,599,971 in Payments of which $ 764,702

As of May 31, 2025, the Company has accrued $ 2,202,545 in Payments of which $ 1,096,700

are in arrears.

As of February 28, 2025, the Company has accrued approximately $ 1,901,258 in Payments, of which $ 904,377 is in arrears.

No notices have been sent to the Company.

No notices have been received by the Company.

March 1, 2021, the first investor referred to above whose aggregate investment is $ 1,925,000 revised his agreements as follows:

1 unchanged sentence

asset disposition % (see below) was reduced from 31 % to 21 %

consideration for the above changes, the investor received 40

Series F Convertible Preferred Stock and a warrant to purchase

shares of its Series F Convertible Preferred Stock with a five 5 -year

term and an exercise price of $ 1.00 .

During the three months ended May 31, 2021, the warrant holder exercised warrants to acquire 38 shares of Series F Convertible Preferred

The Company attributed a fair value based on recent transactions for the Series F Preferred stock and warrants of $ 33,015,214

and recorded a loss on settlement of debt with a corresponding adjustment to paid in capital.

INTELLIGENCE TECHNOLOGY SOLUTIONS INC.

TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

consideration for the above changes, the investor received 40 Series F Convertible Preferred Stock and a warrant to purchase 367 shares

of its Series F Convertible Preferred Stock with a five -year term and an exercise price of $ 1.00 .

During the three months ended May 31,

2021, the warrant holder exercised warrants to acquire 38 shares of Series F Convertible Preferred Stock.

The Company attributed a fair

value based on recent transactions for the Series F Preferred stock and warrants of $ 33,015,214 and recorded a loss on settlement of

debt with a corresponding adjustment to paid in capital.

Company retains total involvement in the generation of cash flows from these revenue streams that form the basis of the payments to be

1 unchanged sentence

Because of this, the Company has determined that the agreements constitute debt agreements.

As of November 30, 2024, and February 29, 2024, the long-term balances other than Payments already owed is the cash received of $ 2,525,000

As of May 31, 2025, and February 28, 2025, the long-term balances other than Payments already owed is the cash received of $ 2,525,000

and $ 2,525,000 , respectively.

both the three months and nine months ended November 30, 2024 and year ended February 29, 2024, the Company has received $ 0 related to

the deferred payment obligation since there were no new agreements during this period.

The balance remains $ 2,525,000 at both November

30, 2024 and February 29, 2024.

both the three months ended May 31, 2025, and year ended February 28, 2025, the Company has received $ 0 related to the deferred payment

obligation since there were no new agreements during this period.

The balance remains $ 2,525,000 at both May 31, 2025 and February 28,

RELATED PARTY TRANSACTIONS

both the three months ended November 30, 2024 and November 30, 2023, the Company had no repayments of net advances from its loan payable-related

At November 30, 2024, the loan payable-related party was $ 297,414 and $ 257,438 at February 29, 2024.

Included in the balance due

to the related party at November 30, 2024 is $ 222,754 of deferred salary and interest, $ 183,625 of which bears interest at 12 %.

February 29, 2024, included in the balance due to the related party is $ 140,013 of deferred salary all of which bears interest at 12 %.

The accrued interest included in loan at November 30, 2024 and February 29, 2024 was $ 28,267 and $ 32,468 respectively.

to the amended Employment Agreement with its Chief Executive Officer, for the three months and six ended November 30, 2024, the Company

accrued $ 0 (2023-$ 62,000 ) and $ 0 (2023-$ 187,000 ) of incentive compensation plan payable with a corresponding recognition of stock based

compensation due to the expectation of additional awards being met.

This will be payable in Series G Preferred Shares which are redeemable

at the Company’s option at $ 1,000 per share.

At November 31, 2024 and February 29, 2024 there was $ 2,500,000 and $ 2,500,000 of

incentive compensation payable.

November 30, 2024 deferred compensation for CEO was $ 598,635 .

For the nine months ended November 30, 2024, the net change was an increase

of $ 59,868 comprising of net cash repayments and adjustments of $ 195,000 offset by accruals of $ 700,082 .

At February 29, 2024 deferred

compensation for CEO was $ 538,767 .

the three months ended November 30, 2024, and 2023, the Company was charged $ 556,175 and $ 526,723 , respectively for fees for research

and development from a company partially owned by a principal shareholder.

the nine months ended November 30, 2024, and 2023, the Company was charged $ 1,846,005 and $ 2,185,998 , respectively for fees for research

and development from a company partially owned by a principal shareholder.

OTHER DEBT – VEHICLE LOAN

December 2016, RAD entered into a vehicle loan for $ 47,704 secured by the vehicle.

The loan is repayable over 5 years maturing November

9, 2021 , and repayable $ 1,019 per month including interest and principal.

In November 2017, RAD entered into another vehicle loan secured

by the vehicle for $ 47,661 .

The loan is repayable over 5 years, maturing October 24, 2022 and repayable at $ 923 per month including interest

and principal.

The principal repayments made were $ 0 for both the year ended February 28, 2022 and February 28, 2021.

Regarding the second

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

which went to reduce the outstanding balance of the loan.

A loss of $ 3,257 was recorded as well.

A balance of $ 21,578 remains on this

vehicle loan at both February 28, 2021 and February 29, 2020.

For the first vehicle loan, the vehicle was retired in 2020, the proceeds

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 .

balance of $ 16,944 remains on this vehicle loan at both February 28, 2022 and February 28, 2021.

The remaining total balances of the

amounts owed on the vehicle loans were $ 38,522 and $ 38,522 as of November 30, 2024 and February 29, 2024, respectively, of which all

were classified as current.

both the three months ended May 31, 2025, and May 31, 2024, the Company had no repayments of net advances from its loan payable-related

At May 31, 2025, the loan payable-related party was $ 335,065 and $ 329,365 at February 28, 2025.

Included in the balance due to

the related party at May 31, 2025, is $ 258,533 of deferred salary and interest, $ 190,013 of which bears interest at 12 %.

As of February

28, 2025, included in the balance due to the related party is $ 252,833 of deferred salary and interest, $ 190,013 of which bears interest

The accrued interest included in the loan at May 31, 2025, and February 28, 2025, was $ 57,275 , and $ 51,575 , respectively.

the three months ended May 31, 2025, the Company paid out gross payments to the CEO of $ 1,496,687 offset by a bonus accrual of $ 250,000 ,

which yields a net change of $ 1,246,687 relating to deferred compensation for CEO.

This was all in accordance with a December 2023 board

action allowing for $ 1 million of annual discretionary compensation as well as a February 28, 2025, board action which provided an additional

$ 1.5 million in compensation.

There were no payments or accruals for the three months ended May 31, 2025, relating to deferred compensation

The balance of deferred compensation for CEO was $ 955,913 and $ 2,202,600 at May 31, 2025, and February 28, 2025, respectively

the three months ended May 31, 2025, the Company accrued $ 0 (three months ended May 31 2024-$ 0 ) of incentive compensation plan payable

This will be payable in Series G Preferred Shares which are redeemable at the Company’s option at $ 1,000 per share.

At May 31, 2025, and February 28, 2025, there was $ 4,000,000 and $ 4,000,000 of incentive compensation payable.

the three months ended May 31, 2025, and 2024, the Company was charged $ 736,875 and $ 631,584 , respectively for fees for research and

development from a company partially owned by a principal shareholder.

The principal shareholder received no compensation from this partially

owned research and development company and the fees were spent on core development projects.

As at both May 31, 2025, and February 28,

2025, the balance due to this company was $ 76,532 .

INTELLIGENCE TECHNOLOGY SOLUTIONS INC.

1 unchanged sentence

LOANS PAYABLE

payable at November 30, 2024 consisted of the following:

OF LOANS PAYABLE

Interest Rate

July 18, 2016

July 18, 2017

Promissory note

December 10, 2020

March 1, 2025

Promissory note

December 10, 2020

March 1, 2025

Promissory note

December 10, 2020

December 10, 2024

Promissory note

December 14, 2020

March 1, 2027

Promissory note

December 30, 2020

March 1, 2025

Promissory note

January 1, 2021

March 1, 2025

Promissory note

January 1, 2021

March 1, 2025

Promissory note

January 14, 2021

March 1, 2025

Promissory note

February 22, 2021

March 1, 2025

Promissory note

March 1, 2021

March 1, 2025

Promissory note

July 12, 2021

July 26, 2026

Promissory note

September 14, 2021

September 14, 2025

Promissory note

July 28, 2022

March 1, 2025

Promissory note

August 30, 2022

August 30,2025

Promissory note

September 7, 2022

March 1, 2025

Promissory note

September 8, 2022

March 1, 2025

Promissory note

October 13, 2022

March 1, 2025

Promissory note

October 28, 2022

October 31, 2026

Promissory note

November 9, 2022

October 31, 2026

Promissory note

November 10, 2022

October 31, 2026

Promissory note

November 15, 2022

October 31, 2026

Promissory note

January 11, 2023

October 31, 2026

Promissory note

February 6, 2023

October 31, 2026

Promissory note

October 31, 2026

Promissory note

October 31, 2026

Promissory note

October 31, 2026

Promissory note

October 27, 2023

October 31, 2026

Promissory note

November 30, 2023

April 30, 2025

Purchase Agreement

March 8, 2024

August 8, 2025

Purchase Agreement

August 8, 2024

August 8, 2025

Exchange Agreement

payable at May 31, 2025 consisted of the following:

SCHEDULE OF LOANS PAYABLE

current portion of loans payable

( 25,112,611 )

discount on non-current loans payable

Non-current loans payable, net of discount

Current portion of loans payable

loans payable, net of discount

portion of loans payable

discount on current portion of loans payable

Current portion of loans payable, net of discount

INTELLIGENCE TECHNOLOGY SOLUTIONS INC.

TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

portion of loans payable, net of discount

March 1, 2024 the Company adjusted the relative fair value unamortized discount on the above notes by $ 4,175,535 with a corresponding

adjustment to accumulated deficit to apply ASU 2020-06.

note was transferred from convertible notes payable because in August 2022 it was no longer convertible due to restrictions placed

on the lender.

INTELLIGENCE TECHNOLOGY SOLUTIONS INC.

TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

promissory note was issued as part of a debt settlement whereby $ 2,683,357 in convertible notes and associated accrued interest of

5 unchanged sentences

extended the maturity date from December 10, 2023, to March 1, 2025, with all other terms and conditions remaining the same.

16, 2025, the parties again extended the maturity date from March 1, 2025, to March 1, 2027, with all other terms and conditions

remaining the same.

promissory note was issued as part of a debt settlement whereby $ 1,460,794 in convertible notes and associated accrued interest of

7 unchanged sentences

with all other terms and conditions remaining the same.

On April 16, 2025, the parties again extended the maturity date from March

1, 2025, to March 1, 2027, with all other terms and conditions remaining the same.

promissory note was issued as part of a debt settlement whereby $ 103,180 in convertible notes and associated accrued interest of

3 unchanged sentences

2023 to December 10, 2024 on February 29, 2024 and a fee of $ 22,958 was paid and charged to interest expense.

The note is in default.

No notices have been sent.

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 .

INTELLIGENCE TECHNOLOGY SOLUTIONS INC.

TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

note, with an original principal amount of $ 350,000 , may be pre-payable at any time.

11 unchanged sentences

2023, the parties extended the maturity date from December 10, 2023, to March 1, 2025, with all other terms and conditions remaining

For the three and nine months ended November 30, 2024, the Company recorded amortization expense of $ 2,115 and $ 6,069 ,

respectively, with an unamortized discount of $ 2,330 at November 30, 2024.

On April 16, 2025, the parties again extended the maturity date from March 1, 2025, to March 1, 2027, with all other terms

and conditions remaining the same.

For the three months ended May 31, 2025 , the Company recorded amortization expense of $ 138 , with

an unamortized discount of $ 0 at May 31, 2025.The loan is fully amortized.

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.

On April 16, 2025, the parties again extended the

maturity date from March 1, 2025, to March 1, 2027, with all other terms and conditions remaining the same.

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.

On April 16, 2025, the parties again extended

the maturity date from March 1, 2025, to March 1, 2027, with all other terms and conditions remaining the same.

note, with an original principal amount of $ 550,000 , may be pre-payable at any time.

11 unchanged sentences

January 14, 2024, to March 1, 2025, with all other terms and Conditions remaining the same.

For the three and nine months ended November

30, 2024, the Company recorded amortization expense of $ 2,649 and $ 7,702 , respectively, with an unamortized discount of $ 2,857 at

November 30, 2024

On April 16, 2025, the parties again

extended the maturity date from March 1, 2025, to March 1, 2027, with all other terms and conditions remaining the same.

three months ended May 31, 2025 , the Company recorded amortization expense of $ 144 , with an unamortized discount of $ 0 at May 31,

2025.The loan is fully amortized.

On February 11, 2025, the Company repaid $ 162,000 through the issuance of 60,000,000 common

The remaining $ 388,000 in loan principal as well as $ 35,500 in accrued interest ( all totaling $ 425,500 ) was repaid

on March 5, 2025 through the issuance of 185,000,000 common shares.

INTELLIGENCE TECHNOLOGY SOLUTIONS INC.

7 unchanged sentences

adjustment to paid in capital for the relative fair value of the warrant.

The maturity date was extended from February 22, 2022 to

February 22, 2024 on February 28, 2022 in exchange for warrants to purchase 50,000,000 at an exercise price of $ .0164 and a 3 -year

These warrants have a fair value of $ 950,000 recorded as interest expense with a corresponding adjustment to paid in capital

recorded in the year ended February 28, 2022.

The maturity date was extended from February 22, 2022,

to February 22, 2024, on February 28, 2022, in exchange for warrants to purchase 50,000,000 at an exercise price of $ .0164 and a

3 -year term.

These warrants have a fair value of $ 950,000 recorded as interest expense with a corresponding adjustment to paid in

capital recorded in the year ended February 28, 2022.

On November 28, 2023, the parties extended the maturity date from February

22, 2024, to March 1, 2025, with all other terms and conditions remaining the same.

On March 1, 2024, the unamortized relative fair value discount

of $ 497,614 was removed with a corresponding adjustment to accumulated deficit.

On March 1, 2024, the unamortized relative fair

value discount of $ 497,614 was removed with a corresponding adjustment to accumulated deficit.

A $ 55,585 unamortized discount remained.

three and nine months ended November 30, 2024, the Company recorded amortization expense of $ 14,046 and $ 40,289 respectively, with

an unamortized discount of $ 15,296 at November 30, 2024.

On April 16, 2025, the parties again extended the maturity date from March 1, 2025, to March 1, 2027, with all other terms and conditions

remaining the same.

For the three months ended May 31, 2025, the Company recorded amortization expense of $ 700 , with an unamortized

discount of $ 0 at May 31, 2025.

The loan is fully amortized.

unsecured note may be pre-payable at any time.

12 unchanged sentences

This note was again extended to March 1, 2025.

On April 16, 2025, the parties again extended the maturity

date from March 1, 2025, to March 1, 2027, with all other terms and conditions remaining the same.

For the three months ended May

31, 2025 , the Company has issued 500,000,000 common shares to repay $ 825,000 in loan principal.

note, with an original principal balance of $ 2,750,000 , may be pre-payable at any time.

15 unchanged sentences

A $ 4,121 unamortized discount remained.

For the three and nine months ended November 30, 2024,

the Company recorded amortization expense of $ 895 and $ 2,234 , respectively, with an unamortized discount of $ 1,887 at November 30,

For the three months ended May 31, 2025, the Company recorded

amortization expense of $ 964 , with an unamortized discount of $ 0 at May 31, 2025.

The loan is fully amortized On April 16,

2025, the parties again extended the maturity date from June 8, 2025, to June 8, 2027, with all other terms and conditions remaining

INTELLIGENCE TECHNOLOGY SOLUTIONS INC.

TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

loan, with an original principal balance of $ 4,000,160 , was in exchange for 184 Series F preferred shares from a former director.

1 unchanged sentence

The loan is unsecured.

For the three and nine months ended November 30, 2024

there were repayments of $ 9,000 and $ 36,000 , respectively on the note.

During the three months ended May 31, 2025

the Company repaid $ 50,000 as part of a settlement with the estate of the lender .

A settlement agreement was entered into on April

25,2025 between the Company and the Estate of the lender whereby the Company would repay a total of $ 420,000 to fully discharge the

outstanding loan balance and accrued interest which totals $ 4,790,185 .

The Company was required to pay $ 50,000 in trust , which it

did with the remainder to be repaid by July 9, 2025.

This settlement agreement was subject to court approval which was granted on

June 5, 2025.

The Company and the estate of the lender have modified the remaining payment schedule.

The Company repaid $ 150,000

in June and will repay the $ 220,000 remaining balance by August 9, 2025.

At May 31, 2025 the outstanding principal and interest was

$ 4,740,185 .

Upon settlement in August , the Company will record a gain on settlement of debt of $ 4,370,185 .

note, with an original principal balance of $ 1,650,000 , may be pre-payable at any time.

8 unchanged sentences

A $ 66,846 unamortized discount remained.

For the three and nine months ended November 30, 2024, the Company

recorded amortization expense of $ 10,668 and $ 30,659 respectively, with an unamortized discount of 36,250 at November 30, 2024.

This note was extended to September 14, 2025.

For the three months ended May 31, 2025, the Company recorded amortization

expense of $ 1,935 , with an unamortized discount of $ 23,246 at May 31, 2025.

On April 16, 2025, the parties again extended the maturity

date from September 14, 2025, to September 14, 2027, with all other terms and conditions remaining the same.

$ 170,000 note may be pre-payable at any time.

6 unchanged sentences

This note has been fully amortized.

INTELLIGENCE TECHNOLOGY SOLUTIONS INC.

TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

On April 16, 2025, the parties again extended the maturity date from March 1, 2025, to March

1, 2027, with all other terms and conditions remaining the same.

warrant holder exchanged 955,000,000 warrants for a promissory note of $ 3,000,000 , bearing interest at 15 % with a two year maturity.

6 unchanged sentences

This note was extended to August 30, 2025.

On April 16, 2025, the parties again extended the maturity date from August

30, 2025, to August 30, 2027, with all other terms and conditions remaining the same.

$ 400,000 note may be pre-payable at any time.

6 unchanged sentences

This note has been fully amortized.

On April 16, 2025, the parties again extended the maturity date from March 1, 2025, to

March 1, 2027, with all other terms and conditions remaining the same.

$ 475,000 note may be pre-payable at any time.

6 unchanged sentences

This note has been fully amortized.

On April 16, 2025, the parties again extended the maturity date from March 1, 2025, to

March 1, 2027, with all other terms and conditions remaining the same.

$ 350,000 note may be pre-payable at any time.

2 unchanged sentences

due at maturity.

Secured by a general security charging all of the Company’s s present and after-acquired property.

Secured by a general security charging all of the Company’s present and after-acquired property.

29, 2023, the parties extended the maturity date from October 13, 2023, to March 1, 2025, with all other terms and conditions remaining

This note has been fully amortized.

On October 28, 2022 the Company entered into an loan facility with a lender for up to $ 4,000,000 including an original issue discount of $ 500,000 .

In exchange the Company will issue one series F Preferred Share, extended 329 series F warrants with a March 1, 2026 maturity to a new October 31, 2033 maturity, and issue up to 10 tranches with each tranche of $ 400,000 , with cash proceeds of $ 350,000 an original issue discount of $ 50,000 , October 31, 2026 maturity, and 61 Series F warrants with a October 31, 2033 maturity.

Secured by a general security charging all of the Company’s present and after-acquired property.

At February 29, 2024 the Company has issued all 10 tranches totaling $ 4,000,000 as follows:

October 28, 2022, $ 400,000 loan, original issue discount of

$ 50,000 , 61 Series F Preferred Share warrants and 1 Series F Preferred Share having a relative fair value of $ 299,399 .

1, 2024, the unamortized relative fair value discount of $ 286,775 was removed with a corresponding adjustment to accumulated deficit.

A $ 47,892 unamortized discount remained.

For the three and nine months ended November 30, 2024, the Company recorded amortization expense

of $ 3,857 and $ 10,922 , respectively, with an unamortized discount of $ 36,970 at November 30, 2024.

On April 16, 2025, the parties again extended the maturity date from March 1, 2025,

to March 1, 2027, with all other terms and conditions remaining the same.

INTELLIGENCE TECHNOLOGY SOLUTIONS INC.

TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

October 28, 2022, the Company entered into an loan facility with a lender for up to $ 4,000,000 including an original issue discount

of $ 500,000 .

In exchange the Company will issue one series F Preferred Share, extended 329 series F warrants with a March 1, 2026

maturity to a new October 31, 2033 maturity, and issue up to 10 tranches with each tranche of $ 400,000 , with cash proceeds of $ 350,000

an original issue discount of $ 50,000 , October 31, 2026 maturity, and 61 Series F warrants with a October 31, 2033 maturity.

by a general security charging all of the Company’s present and after-acquired property.

At February 29, 2024 the Company has

issued all 10 tranches totaling $ 4,000,000 as follows:

28, 2022, $ 400,000 loan, original issue discount of $ 50,000 , 61 Series F Preferred Share warrants and 1 Series F Preferred Share

having a relative fair value of $ 299,399 .

On March 1, 2024, the unamortized relative fair value discount of $ 286,775 was removed

with a corresponding adjustment to accumulated deficit.

A $ 47,892 unamortized discount remained.

For the three months ended May 31,

2025, the Company recorded amortization expense of $ 4,272 , with an unamortized discount of $ 28,638 at May 31, 2025.

9, 2022, $ 400,000 loan, original issue discount of $ 50,000 , 61 Series F Preferred Share warrants having a relative fair value of

2 unchanged sentences

A $ 48,126 unamortized discount remained.

For the three and nine months ended November 30, 2024, the Company

recorded amortization expense of $ 3,875 and $ 10,972 , respectively, with an unamortized discount of $ 37,154 at November 30, 2024.

For the three months ended May 31, 2025, the Company recorded amortization

expense of $ 4,293 , with an unamortized discount of $ 28,783 at May 31, 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 .

1 unchanged sentence

A $ 48,290 unamortized discount remained.

For the three and nine months ended November 30, 2024, the Company recorded amortization

expense of $ 3,887 and $ 11,006 , respectively, with an unamortized discount of $ 37,284 at November 30, 2024.

For the three months ended May 31, 2025, the Company recorded amortization expense

of $ 4,307 , with an unamortized discount of $ 28,885 at May 31, 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 .

1 unchanged sentence

A $ 47,976 unamortized discount remained.

For the three and nine months ended November 30, 2024, the Company recorded amortization

expense of $ 3,863 and $ 10,939 , respectively, with an unamortized discount of $ 37,037 at November 30, 2024.

For the three months ended May 31, 2025, the Company recorded amortization expense

of $ 4,280 , with an unamortized discount of $ 28,691 at May 31, 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 .

1 unchanged sentence

A $ 48,124 unamortized discount remained.

For the three and nine months ended November 30, 2024, the Company recorded amortization

expense of $ 3,874 and $ 10,970 , respectively, with an unamortized discount of $ 37,154 at November 30, 2024.

For the three months ended May 31, 2025, the Company recorded amortization expense

of $ 4,293 , with an unamortized discount of $ 28,783 at May 31, 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 .

1 unchanged sentence

A $ 48,294 unamortized discount remained.

For the three and nine months ended November 30, 2024, the Company recorded amortization

expense of $ 3,887 and $ 11,007 , respectively, with an unamortized discount of $ 37,287 at November 30, 2024.

For the three months ended May 31, 2025, the Company recorded amortization expense

of $ 4,307 , with an unamortized discount of $ 28,888 at May 31, 2025.

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 .

1 unchanged sentence

A $ 48,409 unamortized discount remained.

For the three and nine months ended November 30, 2024, the Company recorded amortization

expense of $ 3,896 and $ 11,031 , respectively, with an unamortized discount of $ 37,378 at November 30, 2024.

For the three months ended May 31, 2025, the Company recorded amortization expense

of $ 4,317 , with an unamortized discount of $ 28,959 at May 31, 2025.

INTELLIGENCE TECHNOLOGY SOLUTIONS INC.

TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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 .

1 unchanged sentence

A $ 48,777 unamortized discount remained.

For the three and nine months ended November 30, 2024, the Company recorded amortization

expense of $ 3,924 and $ 11,110 , respectively, with an unamortized discount of $ 37,667 at November 30, 2024.

For the three months ended May 31, 2025, the Company recorded amortization expense

of $ 4,349 , with an unamortized discount of $ 29,186 at May 31, 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 .

1 unchanged sentence

A $ 49,978 unamortized discount remained.

For the three and nine months ended November 30, 2024, the Company recorded amortization

expense of $ 4,015 and $ 11,365 , respectively, with an unamortized discount of $ 38,613 at November 30, 2024.

For the three months ended May 31, 2025, the Company recorded amortization expense

of $ 4,454 , with an unamortized discount of $ 29,930 at May 31, 2025.

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 .

1 unchanged sentence

A $ 48,611 unamortized discount remained.

For the three and nine months ended November 30, 2024, the Company recorded amortization

expense of $ 3,912 and $ 11,075 , respectively, with an unamortized discount of $ 37,536 at November 30, 2024.

INTELLIGENCE TECHNOLOGY SOLUTIONS INC.

TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

For the three months ended May 31, 2025, the Company recorded amortization expense

of $ 4,335 , with an unamortized discount of $ 29,083 at May 31, 2025.

November 30, 2023, the Company entered into an agreement where the lender will pay the Company $ 350,000 in exchange for thirteen

5 unchanged sentences

The Company has repaid $ 147,000 and $ 53,000 in accrued interest

in July to account for the missed the April and August 2024 payments not made in agreement with the lender.

No notices have been

in July to account for the missed April through to August 2024 payments in agreement with the lender.

The Company have missed the

subsequent monthly payments.

On April 16, 2025, the parties again extended the maturity date from April 30, 2025, to April 30, 2026,

with all other terms and conditions remaining the same.

March 8, 2024, the Company entered into another agreement where the lender will pay the Company $ 350,000 in exchange for thirteen

4 unchanged sentences

of 15 % per annum calculated daily on any missed monthly payment.

The August 2024 payment has not been made but will be resolved with

The August 2024 through to May 2025 payments have not been made

but will be resolved with the lender.

No notices have been sent.

August 8, 2024, a Series F preferred shareholder exchanged 20 Series F the preferred shares for a $ 400,000 note payable.

22, 2022 the lender exchanged $ 200,000 of note principal for 57,142,857 common shares.

The common shares were issued in September

The note balance at November 30, 2024 is $ 200,000 .

INTELLIGENCE TECHNOLOGY SOLUTIONS INC.

TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

STOCKHOLDERS’ EQUITY (DEFICIT)

or Preferred Stock Activity

the nine months ended November 30, 2024, a Series F preferred shareholder exchanged 20 Series F preferred shares for a $ 400,000 note

(see Note 12).

The Company recorded an adjustment to the par value of the shares of $ 20 , paid -in capital for the carrying value

of the shares of $ 65,793 with the remaining amount of $ 334,187 a deemed dividend.

of Preferred Stock Warrant Activity

C Convertible, Redeemable Preferred Stock (Temporary Equity)

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.

exchange for 306 Series C Convertible Redeemable Preferred Shares , the Company received gross proceeds of $ 306,000 with net proceeds

of $ 278,580 after paying $ 6,000 in legal fees and $ 21,420 in broker fees both charged against paid in capital.

The Company must redeem

the shares at stated capital of 1,200 per share and a 1.09 premium at 180 days after issuance.

The Company recorded the 306 outstanding

shares at its redemption value of $ 402,084 at February 28, 2025, with the offsetting adjustment to paid in capital.

On May 10, 2025 the

Company issued the 12 % quarterly dividend in 9.19 Series C shares with a redemption value of $ 12,073 .

At May 31, 2025 there were 315

outstanding series C shares with a redemption value of $ 414,157 .

Ay February 28, 2025 there were 306 outstanding series C shares with

a redemption value of $ 402,084 .

F Convertible Preferred Stock

holder of Series F Convertible Preferred Shares may, at any time and from time to time convert all, but not less than all, of their shares

into a number of fully paid and nonassessable shares of common stock determined by multiplying the number of issued and outstanding shares

of common stock of the Company on the date of conversion by three and 45 100ths (3.45) on a pro rata basis.

of Preferred Stock Warrant Activity

SUMMARY OF PREFERRED STOCK WARRANT ACTIVITY

of Series F Preferred Warrants

Exercise Price

Remaining Years

Outstanding at March 1, 2023

Forfeited and cancelled

Outstanding at November 30, 2024

B Convertible, Redeemable Preferred Stock (Temporary Equity)

April 27, 2024, in connection with a Share Purchase Agreement the Company created a new class Of Series B Convertible Redeemable Preferred

Shares with 5,000 authorized shares.

The Company received gross proceeds of $ 300,000 with net proceeds of $ 278,000 less $ 10,000 in legal

fees and 12,000 in broker fees both charged against paid in capital.

In addition, as a commitment fee the Company issued an additional

20 Series B Convertible Redeemable Preferred Shares, with a fair value of $ 24,000 charged to paid in capital.

The shares have a redemption

value of $ 1,200 per share.

The Company must redeem one third of these shares in 30, days and each 30 days thereafter until all the shares

are redeemed at 90 days.

The Company must also pay an 8 % dividend from issue date to redemption date.

On May 30, June 28 and July 28,

2024 the Company then issued total dividends of 4.32 shares of Series B Convertible Redeemable Preferred Shares having a value of $ 5,188

and fully redeemed the outstanding 324 Series B shares for $ 389,189 including deemed dividends of $ 89,189 which represents the redemption

value over the purchase cost of the shares.

November 30, 2024 there are 0 Series B Convertible Redeemable Preferred Shares outstanding.

INTELLIGENCE TECHNOLOGY SOLUTIONS INC.

TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

F Convertible Preferred Shares

the nine months ended November 30, 2024, a Series F preferred shareholder exchanged 20 Series F preferred shares for a $ 400,000 note

(see Note 12).

The Company record an adjustment to the par value of the shares of $ 20 , paid -in capital for the carrying value

of the shares of $ 65,793 with the remaining amount of $ 334,187 a deemed dividend.

at February 28, 2025

and cancelled

at May 31, 2025

of Common Stock Activity

Company increased authorized common shares from 12,500,000,000 to 15,000,000,000 on October 4, 2024.

the three months ended November 30, 2024, the Company issued 875,000,000 common shares with gross proceeds of $ 2,468,477 and net proceeds

of $ 2,073,393 after issuance costs of $ 93,885 .

the nine months ended November 30, 2024, the Company issued 3,285,777,227 common shares with gross proceeds of 9,652,914 and net proceeds

of $ 9,247,248 after issuance costs of $ 406,566 .

Included in the net proceeds are $ 352,701 in share proceeds receivable received after

In addition, for the nine months ended November 30, 2024, the Company issued 57,142,857 issuable shares as payment for $ 200,000

of principle on a note payable.

(see Note 12)

the three months ended May 31, 2025:

the Company issued 1,900,000,000 common shares with gross proceeds of $ 2,813,040 and net proceeds of $ 2,691,294 after issuance costs

of $ 121,746 .

Included in the net proceeds are $ 270,186 in share proceeds receivable received after quarter year end.

the Company issued 685,000,000 common shares to repay $ 1,213,000 in loans payable and $ 37,500 in accrued interest all totaling $ 1,250,500 .

of Common Stock Warrant Activity

the three months and nine months ended November 30, 2024 and November 30, 2023, the Company recorded a total of $ 83,323 and $ 47,462 ,

and $ 249,969 and $ 150,896 respectively, to stock-based compensation for options and warrants with a corresponding adjustment to additional

paid-in capital.

the three months ended May 31, 2025 and May 31, 2024, the Company recorded a total of $ 80,355 and $ 83,323 respectively, to stock-based

compensation for options and warrants with a corresponding adjustment to additional paid-in capital.

OF COMMON STOCK WARRANT ACTIVITY

Exercise Price

Outstanding at March 1, 2024

Forfeited and cancelled

( 253,324,212 )

Outstanding at November 30, 2024

Remaining Years

at February 28, 2025

and cancelled

at May 31, 2025

INTELLIGENCE TECHNOLOGY SOLUTIONS INC.

TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

of Common Stock Option Activity -Employee Stock Options

OF COMMON STOCK OPTION ACTIVITY

Number of Options

Exercise Price

Outstanding at March 1, 2024

Forfeited, extinguished and cancelled

Average Exercise Price

Average Remaining Years

at March 1, 2025

extinguished and cancelled

( 3,322,058 )

Outstanding at November 30, 2024

INTELLIGENCE TECHNOLOGY SOLUTIONS INC.

TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

at May 31, 2025

COMMITMENTS AND CONTINGENCIES

8 unchanged sentences

related legal costs are expensed as incurred.

September 24, 2024 a prospective lender filed a claim against the Company for an alleged breach of a non-binding term sheet made on June

This claim is an example of predatory lending practices for which the Company has filed a notice of dismissal in the relevant

jurisdiction.

The Company and its counsel believe the claim is without merit and will contest it vigorously.

Accordingly, the Company

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,

September 24, 2024, a prospective lender filed a claim against the Company for an alleged breach of a non-binding term sheet made on

June 7, 2024.

The Company and its counsel believe the claim is without merit however the courts have mandated mediation.

After consideration

of business factors the parties executed a settlement agreement in June 2025 with the Company agreeing to pay $ 65,000 with no admission

of wrongdoing.

The Company accrued the $ 65,000 at May 31, 2025.

March 10, 2021, the Company entered into a 10 year lease agreement for a manufacturing facility at 10800 Galaxie Avenue, Ferndale, Michigan,

48220, commencing on May 1, 2021 through to April 30, 2031 with a minimum base rent of $ 15,880 per month.

2 unchanged sentences

The Company paid a security deposit of $ 15,880 .

September 30, 2021, the Company entered into a 3-year lease agreement for a vehicle commencing September 30, 2021 through to April 30,

2031 with a minimum base rent of $ 1,538 per month.

The Company paid a down payment of $ 18,462 .

January 28, 2022, the Company entered into a 2-year lease agreement for office space at 1516 E Edinger, Santa Ana, California, 92705,

commencing on February 1, 2022 through to January 31, 2024 with a minimum base rent of $ 1,500 per month.

The Company paid a security

deposit of $ 1,500 .

February 5, 2024, the Company entered into a 3-year lease agreement for a vehicle commencing February 5, 2024 through to February 5,

1 unchanged sentence

The Company paid a down payment of $ 9,357 .

March 11, 2025, the Company entered into a 3-year lease agreement for a vehicle commencing March 11, 2025 through to March 11, 2028 with

a minimum base rent of $ 1,286 per month.

The Company paid a down payment of $ 13,188 .

The Company recorded the right of use asset of $ 53,739

with a corresponding adjustment to operating lease liability.

Company’s leases are accounted for as operating leases.

1 unchanged sentence

on a straight-line basis.

Rent expense and operating lease cost was $ 57,875 and $ 182,855 for the three and nine months ended November

30, 2024, respectively, and $ 64,081 and $ 189,164 for the three and nine months ended November 30, 2023 respectively.

of rent expense and operating lease cost are recorded over the lease terms on a straight-line basis.

OF MATURITY OF OPERATING LEASE LIABILITIES

Maturity of Lease Liabilities

November 30, 2025

November 30, 2026

November 30, 2027

November 30, 2028

November 30, 2029

November 30, 2030 and after

Total lease payments

Present value of lease liabilities

Rent expense and operating lease cost was $ 58,219 and $ 62,013 for the three months ended May 31, 2025 and May

31, 2024, respectively.

SCHEDULE OF MATURITY OF OPERATING LEASE LIABILITIES

of Lease Liabilities

31, 2031 and after

lease payments

value of lease liabilities

INTELLIGENCE TECHNOLOGY SOLUTIONS INC.

4 unchanged sentences

For the Three Months Ended

For the Nine Months Ended

Net income (loss) available to common shareholders

1 unchanged sentence

$ ( 4,194,359 )

$ ( 11,828,656 )

$ ( 13,281,405 )

Effect of common stock equivalents

Dividend on Series B shares

Deemed dividend on redemption of Series F shares

dividends to C preferred shareholders

Net income (loss) adjusted for common stock equivalents

1 unchanged sentence

( 4,194,359 )

( 12,252,032 )

( 13,281,405 )

Weighted average shares – basic

1 unchanged sentence

9,882,118,105

11,071,139,695

6,606,988,956

Net income (loss) per share – basic

Dilutive effect of common stock equivalents:

Convertible Debt

Preferred shares

Weighted average shares – diluted

1 unchanged sentence

9,882,118,105

11,071,139,695

6,606,988,956

Net income (loss) per share – diluted

anti-dilutive shares of common stock equivalents for the three and nine months ended November 30, 2024 and 2023 were as follows:

SCHEDULE OF ANTI-DILUTIVE SHARES OF COMMON

STOCK EQUIVALENTS

anti-dilutive shares of common stock equivalents for the three months ended May 31, 2025 and 2024 were as follows:

SCHEDULE OF ANTI-DILUTIVE SHARES OF COMMON STOCK EQUIVALENTS

For the Three Months Ended

For the Nine Months Ended

May 31, 2024*

Convertible Series F Preferred Shares

1 unchanged sentence

35,600,264,971

43,406,765,095

26,617,244,133

Convertible Redeemable Series B & C Preferred Shares

Stock options and warrants

1 unchanged sentence

36,146,449,661

43,639,692,550

27,045,911,584

SUBSEQUENT EVENTS

to November 30, 2024 through to January 14, 2025:

The Company issued 650,000,000

common shares pursuant to a share purchase agreement

450,000,000 common shares for gross proceeds of $ 1,026,407 ,

issuance costs of $ 44,131

and net proceeds of $ 982,236 .

The remaining 200,000,000 common shares were issued for estimated gross proceeds of $ 620,000 as the pricing on these common shares have

not yet been determined at time of filing.

The Company repaid the remaining $ 200,000 on a loan payable through the issuance of 76,923,076 common shares on December 16, 2024.

to May 31, 2025 through to filing date,

Company issued 800,000,000 common shares pursuant to a share purchase agreement for gross

proceeds of $ 736,000 , issuance costs of $ 40,611 and net proceeds of $ 695,389 .

Company issued 500,000,000 shares to a lender to settle $ 575,000 in principal pursuant to

exchange agreements with the lender.

June 11, 2025 the Company entered into an Equity Financing Agreement whereby an investor

shall invest up to $30,000,000 over 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.

If the average

Closing Price for the Common Stock during the three (3) trading days preceding a purchase

is equal to or greater than one cent ($.01) per share, the applicable purchase price shall

equal eighty five percent (85%) of the lowest trade price in the 9 day preceding period.

Following an up-list to the NASDAQ or an equivalent national exchange by the Company, the

purchase price shall equal ninety percent (90%) of the lowest Volume Weighted Average Price

(“VWAP”) for the Common Stock during the 9 day preceding period subject to a

floor of $2.00 per share, below which the Company shall not be required to sell shares.

conjunction with the above agreement, the Company entered into a Registration Rights Agreement.

On June 16, 2025 the parties cancelled these agreements.

June 16, 2025 the Company entered into a new Equity Financing Agreement whereby another investor