10-Q 1 form_10-q.htm FORM 10-Q QUARTERLY REPORT FOR 11-30-2021
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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

FORM 10-Q

 

[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

 

FOR THE QUARTERLY PERIOD ENDED NOVEMBER 30, 2021

 

OR

 

[_] TRANSITION REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

 

FOR THE TRANSITION PERIOD FROM _______________ TO _______________

 

COMMISSION FILE NUMBER: 000-55079

 

ARTIFICIAL INTELLIGENCE TECHNOLOGY SOLUTIONS INC.

(Exact name of registrant as specified in its charter)

 

Nevada   27-2343603
(State or other jurisdiction of Incorporation or organization)   (I.R.S. Employer Identification Number)
     
10800 Galaxie Avenue
Ferndale, MI
  48220
(Address of principal executive offices)   (Zip code)

 

(877) 787-6268

(Registrant’s telephone number, including area code)

 

not applicable

(Former name, former address and former fiscal year, if changed since last report)

 

Securities registered pursuant to Section 12(b) of the Act:  None

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [X]   No [_]

 

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes [X]   No [_]

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

 

  Large accelerated filer [_] Accelerated filer [_]
  Non-accelerated filer [X] Smaller reporting company [X]
    Emerging growth company [_]

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [_]

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes [_]   No [X]

 

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date: 4,335,210,360 shares of common stock were issued and outstanding as of January 14, 2022.

 


 

  PAGE
PART I FINANCIAL INFORMATION  
     
ITEM 1. Financial Statements 3
     
  Condensed Consolidated Balance Sheets as of November 30, 2021 and February 28, 2021 (Unaudited) 3
     
  Condensed Consolidated Statements of Operations for the Three Months and Nine Months Ended November 30, 2021 and 2020 (Unaudited) 4
     
  Condensed Consolidated Statements of Stockholders’ Deficit for the Nine Months Ended November 30, 2021 and 2020 (Unaudited) 5-6
     
  Condensed Consolidated Statements of Cash Flows for the Nine Months Ended November 30, 2021 and 2020 (Unaudited) 7
     
  Notes to the Consolidated Financial Statements (Unaudited) 8
     
ITEM 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations 32
     
ITEM 3. Quantitative and Qualitative Disclosures About Market Risk 39
     
ITEM 4. Controls and Procedures 39
     
PART II OTHER INFORMATION  
     
ITEM 1. Legal Proceedings 39
     
ITEM 1A. Risk Factors 40
     
ITEM 2. Unregistered Sales of Equity Securities and Use of Proceeds 40
     
ITEM 3. Defaults Upon Senior Securities 40
     
ITEM 4. Mine Safety Disclosures 40
     
ITEM 5. Other Information 40
     
ITEM 6. Exhibits 40
     
SIGNATURES 41

 

- 2 -


 

PART 1 – FINANCIAL INFORMATION

 

ITEM 1. FINANCIAL STATEMENTS

 

ARTIFICIAL INTELLIGENCE TECHNOLOGY SOLUTIONS INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

 

      November 30,
2021
(Unaudited)
    February 28,
2021*
 
ASSETS              
Current assets:              
Cash   $ 4,103,864   $ 1,044,418  
Accounts receivable, net of allowance     281,007     98,544  
Share proceeds receivable     1,006,349      
Prepaid expenses     392,811      
Device parts inventory     1,336,065     64,071  
Total current assets     7,120,096     1,207,033  
Operating lease asset     1,330,563     47,753  
Revenue earning devices, net of accumulated depreciation of $365,119 and $226,459, respectively     710,965     273,714  
Fixed assets, net of accumulated depreciation of $38,981 and $67,113, respectively     67,077     34,994  
Trademarks     26,327      
Security deposit     19,739     3,859  
Total assets   $ 9,274,767   $ 1,567,353  
               
LIABILITIES AND STOCKHOLDERS’ DEFICIT              
Current liabilities:              
Accounts payable and accrued expenses   $ 1,760,692   $ 1,373,838  
Advances payable     1,594     1,594  
Balance owed WeSecure         122,000  
Customer deposits     10,000     10,500  
Current operating lease liability     247,605     43,894  
Current portion of deferred variable payment obligation     265,227     91,587  
Current portion of convertible notes payable, net of discount of $0 and $697,276 respectively     3,500     196,224  
Incentive compensation plan payable     479,500      
Loan payable - related party     134,234     904,806  
Current portion of loans payable, net of discount of $7,504,339 and $0, respectively     3,594,811     944,614  
Vehicle loan - current portion     38,522     38,522  
Current portion of accrued interest payable     875,486     238,665  
Derivative liability     7,299     444,466  
Total current liabilities     7,418,470     4,410,710  
Non-current operating lease liability     1,066,035     3,859  
Loans payable, net of discount of $2,312,492 and $2,510,994 respectively     12,866,653     8,867,998  
Deferred variable payment obligation     2,525,000     2,525,000  
Accrued interest payable     1,498,062     303,473  
Total liabilities     25,374,220     16,111,040  
               
Commitments and Contingencies              
               
Stockholders’ deficit:              
Preferred Stock, undesignated; 15,545,650 shares authorized; no shares issued and outstanding at November 30, 2021 and February 28, 2021, respectively          
Series E Preferred Stock, $0.001 par value; 4,350,000 shares authorized; 3,350,000 and 4,350,000 shares issued and outstanding, respectively     3,350     4,350  
Series F Convertible Preferred Stock, $1.00 par value; 4,350 shares authorized; 2,532 and 2,799 shares issued and outstanding, respectively     2,532     2,799  
Series G Preferred Stock, $0.001 par value; 100,000 shares authorized, no shares issued and outstanding at November 30, 2021 and February 28, 2021, respectively          
Common Stock, $0.00001 par value; 5,000,000,000 shares authorized 4,435,210,360 and 3,229,426,884 shares issued and outstanding, respectively     44,353     32,294  
Additional paid-in capital     63,529,729     16,764,554  
Preferred stock to be issued     99,086     174,070  
Accumulated deficit     (79,778,503 )   (31,521,754 )
Total stockholders’ deficit     (16,099,453 )   (14,543,687 )
Total liabilities and stockholders’ deficit   $ 9,274,767   $ 1,567,353  

 

*Derived from audited information

 

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

 

- 3 -


 

ARTIFICIAL INTELLIGENCE TECHNOLOGY SOLUTIONS INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(UNAUDITED)

 

    Three Months
Ended
November 30,
2021
  Three Months
Ended
November 31,
2020
  Nine Months
Ended
November 30,
2021
  Nine Months
Ended
November 30,
2020
 
                           
Revenues   $ 373,897   $ 119,700   $ 1,075,803   $ 259,103  
                           
Cost of Goods Sold     143,424     24,682     296,304     69,983  
                           
Gross Profit     230,473     95,018     779,499     189,120  
                           
Operating expenses:                          
Research and development     982,446     20,624     2,316,383     211,025  
General and administrative     3,964,512     941,323     8,455,224     1,780,824  
Depreciation and amortization     67,927     30,145     153,261     88,621  
Operating lease cost and rent     103,115     3,000     207,201     14,800  
(Gain) loss on disposal of fixed assets             (29,125 )   553  
Total operating expenses     5,118,000     995,092     11,102,944     2,095,823  
                           
Loss from operations     (4,887,527 )   (900,074 )   (10,323,445 )   (1,906,703 )
                           
Other income (expense), net:                          
Change in fair value of derivative liabilities         5,354,622     372,502     1,027,328  
Interest expense     (2,050,254 )   (1,076,275 )   (4,812,477 )   (2,785,317 )
Gain (loss) on settlement of debt     (156,661 )   30,032     (33,068,313 )   30,032  
Total other income (expense), net     (2,206,915 )   4,308,379     (37,508,288 )   (1,727,957 )
                           
Net income (loss)   $ (7,094,442 ) $ 3,408,305   $ (47,831,733 ) $ (3,634,660 )
                           
Net income (loss) per share - basic   $ 0.00   $ 0.00   $ (0.01 ) $ 0.00  
Net income (loss) per share - diluted   $ 0.00   $ 0.00   $ (0.01 ) $ 0.00  
                           
Weighted average common share outstanding - basic and diluted     4,183,357,145     679,536,441     4,162,382,783     470,273,731  
                           
Weighted average common share outstanding - diluted     4,183,357,145     679,536,441     4,162,382,783     470,273,731  

 

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

 

- 4 -


 

ARTIFICIAL INTELLIGENCE TECHNOLOGY SOLUTIONS INC.

CONDENSED CONSOLIDATED STATEMENT OF SHAREHOLDER’S DEFICIT

(Unaudited)

 

                                                             
    Series E   Series F   Series G       Additional       Total  
    Preferred Stock   Preferred Stock   Preferred Stock   Common Stock   Paid-In   Accumulated   Shareholders'  
    Shares   Amount   Shares   Amount   Shares   Amount   Shares   Amount   Capital   Deficit   Deficit  
                                                             
Balance at February 28, 2020   4,350,000   $ 4,350   3,450   $ 177,520     $   418,415   $ 4   $ 4,334,564   $ (25,622,843 ) $ (21,106,405 )
Adjustment to derivative liability                             167,497         167,497  
Common stock issued for debt conversion                     6,068,336     61     159,597         159,658  
Rounding shares                     9                  
Net income                                 1,975,276     1,975,276  
Balance at May 31, 2020   4,350,000   $ 4,350   3,450   $ 177,520     $   6,486,760   $ 65   $ 4,661,658   $ (23,647,567 ) $ (18,803,974 )
Contributed capital                               (11,508 )       (11,508 )
Adjustment to derivative liability                             1,560,733         1,560,733  
Common stock issued for debt conversion                     523,543,455     5,235     1,916,719         1,921,954  
Cancellation of Series F Preferred Shares         (816 )   (816 )               816          
Net income                                 (9,018,241 )   (9,018,241 )
Balance at August 31, 2020   4,350,000   $ 4,350   2,634   $ 176,704     $   530,030,215   $ 5,300   $ 8,128,418   $ (32,665,808 ) $ (24,351,036 )
Contributed capital                                      
Adjustment to derivative liability                             873,673         873,673  
Common stock issued for debt conversion                     1,359,543,219     13,596     1,104,208         1,117,804  
Warrants issued with promissory notes                             330,000         330,000  
Net income                                 3,408,305     3,408,305  
Balance at November 30, 2020   4,350,000   $ 4,350   2,634   $ 176,704     $   1,889,573,434   $ 18,896   $ 10,436,298   $ (29,257,503 ) $ (18,621,255 )

 

- 5 -


 

                                                           
    Series E   Series F   Series G       Additional       Total  
    Preferred Stock   Preferred Stock   Preferred Stock   Common Stock   Paid-In   Accumulated   Shareholders'  
    Shares   Amount   Shares   Amount   Shares   Amount   Shares   Amount   Capital   Deficit   Deficit  
                                                             
Balance at February 28, 2021   4,350,000     4,350   2,799     176,869     $   3,229,426,884   $ 32,294   $ 16,764,554   $ (31,521,754 ) $ (14,543,687 )
Series F Preferred Shares issued with amendment agreement         40     40                     3,244,700         3,244,740  
Series F Preferred Shares Warrants issued with amendment agreement                             29,770,474         29,770,474  
Series F Preferred Shares cancelled in exchange for promissory notes         (83 )   (83 )               (6,732,752 )       (6,732,835 )
Series F  preferred shares issued on exercise of warrants         38     38                 (38 )        
Series F Preferred Shares converted to common shares         (78 )   (78 )       316,345,998     3,164     (3,086 )        
Relative fair value of warrants issued with debt                             4,749,006         4,749,006  
Stock based compensation                                 69,350         69,350  
Net income                                 (35,904,918 )   (35,904,918 )
Balance at May 31, 2021   4,350,000   $ 4,350   2,716   $ 176,786     $   3,545,772,882   $ 35,458   $ 47,862,208   $ (67,426,672 ) $ (19,347,870 )
Adjustment to derivative liability                             422,272         422,272  
Common stock issued for debt conversion                     31,042,436     310     898,395         898,705  
Exercise of warrants                     300,251,561     3,003     (3,003 )        
Relative fair value of warrants issued with debt                             2,035,033         2,035,033  
Cancellation of Series E Shares   (1,000,000 )   (1,000 )                     1,000          
Exchange of debt for common shares                     116,104,232     1,161     6,454,235         6,455,396  
Stock based compensation on issuable shares                     2,100,000     21     109,179         109,200  
Exchange of Series F Preferred Shares for debt         (184 )   (184 )               (3,999,976 )       (4,000,160 )
Net income                                 (4,832,373 )   (4,832,373 )
Balance at August 31, 2021   3,350,000   $ 3,350   2,532   $ 176,602     $   3,995,271,111   $ 39,953   $ 53,779,343   $ (72,259,045 ) $ (18,259,797 )
Issuance of shares, net of $253,811 issuance costs                     345,168,473     3,452     8,466,551         8,470,003  
Cashless exercise of 100,000,000 warrants                     94,770,776     948     (948 )        
Relative fair value of warrants issued with debt                             1,284,783         1,284,783  
Redemption of 19 Issuable Series F shares             (74,984 )                   (425,016 )   (500,000 )
Issuance of Series G preferred as equity awards per employment agreement               1,500     1,500,000                   1,500,000  
Redemption of Series G shares as compensation payment               (1,500 )   (1,500,000 )                 (1,500,000 )
Net income                                 (7,094,442 )   (7,094,442 )
Balance at November 30, 2021   3,350,000   $ 3,350   2,532   $ 101,618     $   4,435,210,360   $ 44,353   $ 63,529,729   $ (79,778,503 ) $ (16,099,453 )

 

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

 

- 6 -


 

ARTIFICIAL INTELLIGENCE TECHNOLOGY SOLUTIONS INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(UNAUDITED)

 

    Nine Months Ended
November 30, 2021
  Nine Months Ended
November 30, 2020
 
CASH FLOWS FROM OPERATING ACTIVITIES:              
Net income (loss)   $ (47,831,733 ) $ (3,634,660 )
Adjustments to reconcile net loss to net cash used in operating activities:              
Depreciation and amortization     153,261     88,621  
(Gain) loss on disposal of fixed assets     (29,125 )   553  
Bad debts expense     107,022        
Revenue earning device sold and expensed in cost of sales     3,410      
Reduction of right of use asset     75,609      
Accretion of lease liability     86,350      
Stock based compensation     2,158,050     362,084  
Interest expense related to penalties from debt defaults         939,705  
Change in fair value of derivative liabilities     (372,502 )   (1,027,328 )
Amortization of debt discounts     2,700,233     197,650  
(Gain) loss on settlement of debt     33,068,313     (30,032 )
Increase (decrease) in related party accrued payroll and interest     220,140     215,196  
Changes in operating assets and liabilities:              
Accounts receivable     (289,485 )   (61,142 )
Prepaid expenses     (392,811 )    
Deposit on right of use asset     (18,462 )    
Device parts inventory     (1,864,340 )   (79,571 )
Accounts payable and accrued expenses     177,240     (6,636 )
Accrued expense, related party     (178,478 )   (2,955 )
Customer deposits     (500 )    
Operating lease liability payments     (161,959 )    
Balance owed WeSecure     (122,000 )   (23,000 )
Current portion of deferred variable payment obligations for Payments     173,640     47,149  
Accrued interest payable     1,903,365     1,568,291  
Net cash used in operating activities     (10,434,762 )   (1,446,075 )
               
CASH FLOWS FROM INVESTING ACTIVITIES:              
Purchase of fixed assets     (34,534 )   (77,577 )
Acquisition of trademarks     (26,327 )    
Cash paid for security deposit     (15,880 )    
Proceeds on disposal of fixed assets     30,000     1,000  
Net cash used in investing activities     (46,741 )   (76,577 )
               
CASH FLOWS FROM FINANCING ACTIVITIES:              
Share proceeds net of issuance costs     7,463,654      
Settlement of convertible debt     (65,000 )    
Proceeds from deferred variable payment obligation         966,000  
Proceeds from loans payable     9,426,146     1,213,623  
Repayment of loans payable     (471,617 )   (76,079 )
Series G preferred shares redeemed as payment on incentive plan payable     (1,500,000 )    
Dividend and redemption of cancelled issuable Series F shares     (500,000 )    
Cash acquired on consolidation of RAD G         (284 )
Net borrowings(repayments) on loan payable - related party     (812,234 )   (344,618 )
Net cash provided by financing activities     13,540,949     1,758,642  
               
Net change in cash     3,059,446     235,990  
               
Cash, beginning of period     1,044,418     13,307  
               
Cash, end of period   $ 4,103,864   $ 249,297  
               
Supplemental disclosure of cash and non-cash transactions:              
Cash paid for interest   $ 165,163   $ 2,630  
Cash paid for income taxes   $   $  
               
Noncash investing and financing activities:              
Right of use asset for lease liability   $ 1,341,506   $  
Transfer from device parts inventory to fixed assets   $ 592,346   $  
Net assets on consolidation of RAD G   $   $ 11,508  
Conversion of convertible notes and interest to shares of common stock   $ 898,705   $ 3,199,416  
Release of derivative liability on conversion of convertible notes payable   $ 422,272   $ 2,601,903  
Derivative debt discount on revaluation of loan amendment   $ 438,835   $  
Settlement of convertible notes payable to accounts payable and accrued expenses   $   $ 75,000  
Exchange of notes payable for Series F preferred shares   $ 6,732,835   $  
Discount applied to face value of loans   $ 6,162,945   $ 85,000  
Warrants issued as part of debt issuance   $ 8,068,822   $ 330,000  
Exercise of warrants   $ 3,951   $  
Series F preferred shares issued for debt   $ 4,000,160   $  
Cancellation of Series E preferred shares   $ 1,000   $  
Issuance of Series G preferred shares as payment on incentive plan payable   $ 1,500,000   $  
Series F preferred shares converted to common shares   $ 3,086   $  
Series F preferred shares issued on exercise of warrants   $ 38   $  

 

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

 

- 7 -


 

ARTIFICIAL INTELLIGENCE TECHNOLOGY SOLUTIONS INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

 

1. GENERAL INFORMATION

 

Artificial Intelligence Technology Solutions Inc. (“AITX” or the “Company”) was incorporated in Florida on March 25, 2010 and reincorporated in Nevada on February 17, 2015. On August 24, 2018, Artificial Intelligence Technology Solutions Inc., changed its name from On the Move Systems Corp (“OMVS”).

 

Robotic Assistance Devices, LLC (“RAD”), was incorporated in the State of Nevada on July 26, 2016 as an LLC. On July 25, 2017, Robotic Assistance Devices LLC converted to a C Corporation, Robotic Assistance Devices, Inc., through the issuance of 10,000 common shares to its sole shareholder.

 

On August 28, 2017, AITX completed the acquisition of RAD (the “Acquisition”), whereby AITX acquired all the ownership and equity interest in RAD for 3,350,000 shares of AITX Series E Preferred Stock and 2,450 shares of Series F Convertible Preferred Stock. AITX’s prior business focus was transportation services, and AITX was exploring the on-demand logistics market by developing a network of logistics partnerships. As a result of the closing of the Acquisition, AITX has succeeded to the business of RAD. As a result, AITX’s business going forward will consist of one segment activity which is the delivery of artificial intelligence and robotic solutions for operational, security and monitoring needs.

 

The Acquisition was treated as a reverse recapitalization effected by a share exchange for financial accounting and reporting purposes since substantially all of AITX’s operations were disposed of as part of the consummation of the transaction. Therefore, no goodwill or other intangible assets were recorded by AITX as a result of the Acquisition. RAD is treated as the accounting acquirer as its stockholders control the Company after the Acquisition, even though AITX was the legal acquirer. As a result, the assets and liabilities and the historical operations that are reflected in these financial statements are those of RAD as if RAD had always been the reporting company.

 

AITX now fully owns three subsidiaries: 1 - Robotic Assistance Devices Inc (‘RAD’), currently the primary operating entity; 2 – Robotic Assistance Devices Group Inc (‘RAD-G’), a company developing technology to be used as an OEM by other companies as well as RAD; 3 – Robotic Devices Mobile Inc (‘RAD-M’), a company that develops mobile robotic solutions such as ROAMEO.

 

2. GOING CONCERN

 

The accompanying unaudited consolidated financial statements have been prepared assuming that the Company will continue as a going concern. The accompanying financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classifications of liabilities that may result from the possible inability of the Company to continue as a going concern.

 

For the nine months ended November 30, 2021, the Company had negative cash flow from operating activities of $(10,434,762). As of November 30, 2021, the Company has an accumulated deficit of $(79,778,503), and negative working capital of $298,374. Management does not anticipate having positive cash flow from operations in the near future. These factors raise a substantial doubt about the Company’s ability to continue as a going concern for the twelve months following the issuance of these financial statements.

 

The Company does not have the resources at this time to repay its credit and debt obligations, make any payments in the form of dividends to its shareholders or fully implement its business plan. Without additional capital, the Company will not be able to remain in business.

 

Management has plans to address the Company’s financial situation as follows:

 

The company began raising money through it’s S-3 this quarter and made improvements in paying off debt, investing in inventory and at November 30, 2021 had $4.1 million of cash on hard. Management continues to raise money through the S-3 and expects to raise approximately another $5 million before the end of this fiscal year. Management is committed to raise either non-dilutive funds or minimally dilutive funds. There is no assurance that these funds will be able to be raised nor can we provide assurance that these possible raises may not have dilutive effects. The Company through to December 31, 2021 has raised approximately $8.5 million net of issuance costs through the sale of its common shares and $9.4 in proceeds from debt issuances.

 

- 8 -


 

ARTIFICIAL INTELLIGENCE TECHNOLOGY SOLUTIONS INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

 

The Company is on track to achieve it’s 2022 fiscal year revenue projections of approximately 4 to 5 times greater than 2021 fiscal year’s revenues. The company again projects 2023 fiscal year revenues to achieve similar growth. This projection is based on the following factors: 1. A continuously improving sales pipeline that yields progressive quarterly sales increases; 2. Implementation of ‘quick ship’ options that allow some solutions to ship off the shelf in 24 hours; 3. Continued improvements in production, inventory handling, forecasting that allows more devices to be ready to ship in a quicker manner; 3. Continued significant improvements in device technology that streamlines deployments and ensures simple scalability; 4. Commercial release of several new solutions, specifically including: ‘RAD Light My Way™’, RAD’s first QUFV (‘robodog’), launch of RAD G’s OEM program, launch of the newly announced delivery vehicle. However, there can be no assurance that the revenues will increase to the extent projected or that the anticipated improvements will actually occur.

 

The company has, as forecast previously, achieved an employee count of 71 employees at the close of this reporting quarter. This expansion plan will require the Company to continue to increase SG&A/R&D expenses, including the hiring of additional staffing, which the Company expects to finish this next fiscal year with between 80 – 90 employees.

 

3. ACCOUNTING POLICIES

 

Basis of Presentation and Consolidation

 

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States (“GAAP”) and in conformity with the condensing instructions on Form 10-Q and Rule 8-03 of Regulation S-X and the related rules and regulations of the Securities and Exchange Commission (“SEC”) and should be read in conjunction with the audited financial statements and notes thereto in the Company’s latest Annual Report filed with the SEC on Form 10-K as filed on June 1, 2021. The unaudited condensed consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries, Robotic Assistance Devices, Inc., Robotic Assistance Devices Group, Inc., and Robotic Assistance Devices Mobile, Inc. All significant intercompany accounts and transactions have been eliminated in consolidation. The unaudited consolidated financial statements reflect all adjustments, consisting of normal recurring accruals, which are, in the opinion of management, necessary for a fair presentation of such statements. The results of operations for the nine months ended November 30, 2021 are not necessarily indicative of the results that may be expected for the entire year.

 

Use of Estimates

 

In order to prepare financial statements in conformity with accounting principles generally accepted in the United States, management must make estimates, judgements and assumptions that affect the amounts reported in the financial statements and determine whether contingent assets and liabilities, if any, are disclosed in the financial statements. The ultimate resolution of issues requiring these estimates and assumptions could differ significantly from resolution currently anticipated by management and on which the financial statements are based. The most significant estimates included in these consolidated financial statements are those associated with the assumptions used to value preferred stock and derivative liabilities.

 

Reclassifications

 

Certain amounts in the Company’s condensed consolidated financial statements for prior periods have been reclassified to conform to the current period presentation. These reclassifications have not changed the results of operations of prior periods.

 

Cash

 

The Company considers all highly liquid investments with an original maturity of three months or less to be cash equivalents. Cash and cash equivalents consist of cash on deposit with banks and money market instruments. The Company places its cash and cash equivalents with high-quality, U.S. financial institutions and, to date has not experienced losses on any of its balances.

 

Accounts Receivable

 

Accounts receivable are comprised of balances due from customers, net of estimated allowances for credit losses. In determining collectability, historical trends are evaluated, and specific customer issues are reviewed on a periodic basis to arrive at appropriate allowances. There was an allowance of $131,890 and $24,868 provided as of November 30, 2021 and February 28, 2021, respectively.

 

- 9 -


 

ARTIFICIAL INTELLIGENCE TECHNOLOGY SOLUTIONS INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

 

Device Parts Inventory

 

Device parts inventory is stated at the lower of cost or net realizable value using the weighted average cost method. The Company records a valuation reserve for obsolete and slow-moving inventory, relying principally on specific identification of such inventory. The Company uses these device parts in the assembly of revenue earning devices (and demo devices) as well as research and development. Depending on use, the Company will transfer the parts to the corresponding asset or expense if used in research and development. A charge to income is taken when factors that would result in a need for an increase in the valuation, such as excess or obsolete inventory, are noted. As of both November 30, 2021 and February 28, 2021 there was no valuation reserve.

 

Revenue Earning Devices

 

Revenue earning devices are stated at cost. Depreciation is provided on a straight-line basis over the estimated useful life of 48 months. The Company continually evaluates revenue earning devices to determine whether events or changes in circumstances have occurred that may warrant revision of the estimated useful life or whether the devices should be evaluated for possible impairment. The Company uses a combination of the undiscounted cash flows and market approaches in assessing whether an asset has been impaired. The Company measures impairment losses based upon the amount by which the carrying amount of the asset exceeds the fair value.

 

Fixed Assets

 

Fixed assets are stated at cost. Depreciation is provided on the straight-line method based on the estimated useful lives of the respective assets which range from three to five years. Major repairs or improvements are capitalized. Minor replacements and maintenance and repairs which do not improve or extend asset lives are expensed currently.

 

Computer equipment   3 years
Office equipment   4 years
Demo Devices   4 years
Vehicles   3 years
Leasehold improvements   5 years, the life of the lease

 

The Company periodically evaluates the fair value of fixed assets whenever events or changes in circumstances indicate that its carrying amounts may not be recoverable. Upon retirement or other disposition of fixed assets, the cost and related accumulated depreciation are removed from the accounts and the resulting gain or loss, if any, is recognized in income.

 

Research and Development

 

Research and development costs are expensed in the period they are incurred in accordance with ASC 730, Research and Development unless they meet specific criteria related to technical, market and financial feasibility, as determined by Management, including but not limited to the establishment of a clearly defined future market for the product, and the availability of adequate resources to complete the project. If all criteria are met, the costs are deferred and amortized over the expected useful life or written off if a product is abandoned. At November 30, 2021 and February 28, 2021, the Company had no deferred development costs.

 

Contingencies

 

Occasionally, the Company may be involved in claims and legal proceedings arising from the ordinary course of its business. The Company records a provision for a liability when it believes that it is both probable that a liability has been incurred, and the amount can be reasonably estimated. If these estimates and assumptions change or prove to be incorrect, it could have a material impact on the Company’s consolidated financial statements. Contingencies are inherently unpredictable, and the assessments of the value can involve a series of complex judgments about future events and can rely heavily on estimates and assumptions.

 

- 10 -


 

ARTIFICIAL INTELLIGENCE TECHNOLOGY SOLUTIONS INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

 

Sales of Future Revenues

 

The Company has entered into transactions, as more fully described in footnote 8, in which it has received funding from investors in exchange for which it will make payments to those investors based on the level of sales of certain revenue categories, generally based on a percentage of sales for those certain revenues. The Company determines whether these agreements constitute sales of future revenues or are in substance debt based on the facts and circumstances of each agreement, with the following primary criteria determinative of whether the agreement constitutes a sale of future revenues or debt:

 

  Does the agreement purport, in substance, to be a sale
     
  Does the Company have continuing involvement in the generation of cash flows due the investor
     
  Is the transaction cancellable by either party through payment of a lump sum or other transfer of assets
     
  Is the investors rate of return is implicitly limited by the terms of the agreement
     
  Does the Company’s revenue for a reporting period underlying the agreement have only a minimal impact on the investor’s rate of return
     
  Does the investor have recourse relating to payments due

 

In the event a transaction is determined to be a sale of future revenues, it is recorded as deferred revenue and amortized using the sum-of-the-revenue method. In the event a transaction is determined to be debt, it is recorded as debt and amortized using the effective interest method. As of the date of these financial statements, the Company has determined that all such agreements are debt.

 

Revenue Recognition

 

ASU 2014-09, “Revenue from Contracts with Customers (Topic 606)”, supersedes the revenue recognition requirements and industry specific guidance under Revenue Recognition (Topic 605). Topic 606 requires an entity to recognize revenue when it transfers promised goods or services to customers in an amount that reflects the consideration the entity expects to be entitled to in exchange for those goods or services. Topic 606 defines a five-step process that must be evaluated and, in doing so, it is possible more judgment and estimates may be required within the revenue recognition process than required under existing accounting principles generally accepted in the United States of America (“U.S. GAAP”) including identifying performance obligations in the contract, estimating the amount of variable consideration to include in the transaction price and allocating the transaction price to each separate performance obligation. Refer to Note 4 – Revenue from Contracts with Customers for additional information.

 

Income Taxes

 

Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized when items of income and expense are recognized in the financial statements in different periods than when recognized in the tax return. Deferred tax assets arise when expenses are recognized in the financial statements before the tax returns or when income items are recognized in the tax return prior to the financial statements. Deferred tax assets also arise when operating losses or tax credits are available to offset tax payments due in future years. Deferred tax liabilities arise when income items are recognized in the financial statements before the tax returns or when expenses are recognized in the tax return prior to the financial statements. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date.

 

- 11 -


 

ARTIFICIAL INTELLIGENCE TECHNOLOGY SOLUTIONS INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

 

Leases

 

Lease agreements are evaluated to determine if they are sales/finance leases meeting any of the following criteria at inception: (a) transfer of ownership of the underlying asset; (b) purchase option that is reasonably certain of being exercised; (c) the lease term is greater than a major part of the remaining estimated economic life of the underlying asset; or (d) if the present value of the sum of lease payments and any residual value guaranteed by the lessee that has not already been included in lease payments in accordance with ASC 842-10-30-5(f) equals or exceeds substantially all of the fair value of the underlying asset.

 

If at its inception, a lease meets any of the four lease criteria above, the lease is classified by the Company as a sales/finance; and if none of the four criteria are met, the lease is classified by the Company as an operating lease.

 

Operating lease payments are recognized as an expense in the income statement on a straight-line basis over the lease term, whereby an equal amount of rent expense is attributed to each period during the term of the lease, regardless of when actual payments are made. This generally results in rent expense in excess of cash payments during the early years of a lease and rent expense less than cash payments in the later years. The difference between rent expense recognized and actual rental payments is recorded as deferred rent and included in liabilities.

 

Distinguishing Liabilities from Equity

 

The Company relies on the guidance provided by ASC Topic 480, Distinguishing Liabilities from Equity, to classify certain redeemable and/or convertible instruments. The Company first determines whether a financial instrument should be classified as a liability. The Company will determine the liability classification if the financial instrument is mandatorily redeemable, or if the financial instrument, other than outstanding shares, embodies a conditional obligation that the Company must or may settle by issuing a variable number of its equity shares.

 

Once the Company determines that a financial instrument should not be classified as a liability, the Company determines whether the financial instrument should be presented between the liability section and the equity section of the balance sheet (“temporary equity”). The Company will determine temporary equity classification if the redemption of the financial instrument is outside the control of the Company (i.e. at the option of the holder). Otherwise, the Company accounts for the financial instrument as permanent equity.

 

Our CEO and Chairman holds sufficient shares of the Company’s voting preferred stock that give sufficient voting rights under the articles of incorporation and bylaws of the Company such that the CEO and Chairman can at any time unilaterally vote to increase the number of authorized shares of common stock of the Company, without the need to call a general meeting of common shareholders of the Company.

 

Initial Measurement

 

The Company records its financial instruments classified as liability, temporary equity or permanent equity at issuance at the fair value, or cash received.

 

Subsequent Measurement – Financial Instruments Classified as Liabilities

 

The Company records the fair value of its financial instruments classified as liabilities at each subsequent measurement date. The changes in fair value of its financial instruments classified as liabilities are recorded as other income (expenses).

 

Fair Value of Financial Instruments

 

ASC Topic 820, Fair Value Measurements and Disclosures (“ASC Topic 820”) provides a framework for measuring fair value in accordance with generally accepted accounting principles.

 

ASC Topic 820 defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. ASC Topic 820 establishes a fair value hierarchy that distinguishes between (1) market participant assumptions developed based on market data obtained from independent sources (observable inputs) and (2) an entity’s own assumptions about market participant assumptions developed based on the best information available in the circumstances (unobservable inputs).

 

- 12 -


 

ARTIFICIAL INTELLIGENCE TECHNOLOGY SOLUTIONS INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

 

The fair value hierarchy consists of three broad levels, which gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3). The three levels of the fair value hierarchy under ASC Topic 820 are described as follows:

 

  Level 1 – Unadjusted quoted prices in active markets for identical assets or liabilities that are accessible at the measurement date.
     
  Level 2 – Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly. Level 2 inputs include quoted prices for similar assets or liabilities in active markets; quoted prices for identical or similar assets or liabilities in markets that are not active; inputs other than quoted prices that are observable for the asset or liability; and inputs that are derived principally from or corroborated by observable market data by correlation or other means.
     
  Level 3 – Inputs that are unobservable for the asset or liability.

 

Measured on a Recurring Basis

 

The following table presents information about our liabilities measured at fair value on a recurring basis, aggregated by the level in the fair value hierarchy within which those measurements fell:

 

    Amount at   Fair Value Measurement Using  
    Fair Value   Level 1   Level 2   Level 3  
November 30, 2021                          
Liabilities                          
Incentive compensation plan payable- revaluation of equity awards payable in Series G shares   $ 479,500   $   $   $ 479,500  
Derivative liability – conversion features pursuant to convertible notes payable   $ 7,299   $   $   $ 7,299  
                           
February 28, 2021                          
Liabilities                          
Incentive compensation plan payable- revaluation of equity awards payable in Series G shares   $   $   $   $  
Derivative liability – conversion features pursuant to convertible notes payable   $ 444,466   $   $   $ 444,466  

 

 

See Note 12 for specific inputs used in the multinomial lattice model used in determining fair value.

 

The carrying amounts of the Company’s financial assets and liabilities, such as cash, accounts receivable, prepaid expenses and advances, accounts payable and accrued expenses, approximate their fair values because of the short maturity of these instruments.

 

Earnings (Loss) per Share

 

Basic earnings (loss) per share (“EPS”) is computed by dividing net income (loss) available to common shareholders (numerator) by the weighted average number of shares outstanding (denominator) during the period. Diluted EPS give effect to all dilutive potential common shares outstanding during the period using the treasury stock method and convertible preferred stock using the if-converted method. In computing diluted EPS, the average stock price for the period is used to determine the number of shares assumed to be purchased from the exercise of stock options and/or warrants. Diluted EPS excluded all dilutive potential shares if their effect is anti-dilutive.

 

Basic loss per common share is computed based on the weighted average number of shares outstanding during the period. Diluted loss per share is computed in a manner similar to the basic loss per share, except the weighted-average number of shares outstanding is increased to include all common shares, including those with the potential to be issued by virtue of convertible debt and other such convertible instruments. Diluted loss per share contemplates a complete conversion to common shares of all convertible instruments only if they are dilutive in nature with regards to earnings per share.

 

- 13 -


 

ARTIFICIAL INTELLIGENCE TECHNOLOGY SOLUTIONS INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

 

Recently Issued Accounting Pronouncements

 

Accounting for Income Taxes

 

In December 2019, the FASB issued a new standard to simplify the accounting for income taxes. The guidance eliminates certain exceptions related to the approach for intra-period tax allocation, the methodology for calculating income taxes in an interim period, and the recognition of deferred tax liabilities for outside basis differences related to changes in ownership of equity method investments and foreign subsidiaries. The guidance also simplifies aspects of accounting for franchise taxes and enacted changes in tax laws or rates, and clarifies the accounting for transactions that result in a step-up in the tax basis of goodwill. The standard will be effective for us beginning July 1, 2021, with early adoption permitted. The Company does not expect any material impact of this standard in our consolidated financial statements, including accounting policies, processes, and systems.

 

Recently Adopted Accounting Pronouncements

 

In September 2016, the FASB issued ASU 2016-13, Financial Instruments-Credit Losses. ASU 2016-13 was issued to provide more decision-useful information about the expected credit losses on financial instruments and changes the loss impairment methodology. ASU 2016-13 is effective for reporting periods beginning after December 15, 2019 using a modified retrospective adoption method. A prospective transition approach is required for debt securities for which an other-than-temporary impairment had been recognized before the effective date. The Company is currently assessing the impact this accounting standard will have on its financial statements and related disclosures. The Company adopted this on March 1, 2020.

 

 

4. REVENUE FROM CONTRACTS WITH CUSTOMERS

 

Revenue is earned primarily from two sources: 1) direct sales of goods or services and 2) short-term rentals. Direct sales of goods or services are accounted for under Topic 606, and short-term rentals are accounted for under Topic 842 (which addresses lease accounting and was adopted on March 1, 2019).

 

As disclosed in the revenue recognition section of Note 3 – Accounting Polices, the Company adopted Topic 606 in accordance with the effective date on March 1, 2018. Note 3 includes disclosures regarding the Company’s method of adoption and the impact on the Company’s financial statements. Revenue is recognized on direct sales of goods or services when it transfers promised goods or services to customers in an amount that reflects the consideration the entity expects to be entitled to in exchange for those goods or services.

 

After adopting Topic 842, also referred to above in Note 3, the Company is accounting for revenue earned from rental activities where an identified asset is transferred to the customer and the customer has the ability to control that asset. The Company recognizes revenue from its device rental activities when persuasive evidence of a contract exists, the performance obligations have been satisfied, the transaction price is fixed or determinable and collection is reasonably assured. Performance obligations associated with device rental transactions are satisfied over the rental period. Rental periods are short-term in nature. Therefore, the Company has elected to apply the practical expedient which eliminates the requirement to disclose information about remaining performance obligations. Payments are due from customers at the completion of the rental, except for customers with negotiated payment terms, generally net 30 days or less, which are invoiced and remain as accounts receivable until collected.

 

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

 

    Three Months Ended
November 30, 2021
  Nine Months Ended
November 30, 2021
 
Device rental activities   $ 165,353   $ 383,434  
Direct sales of goods and services     208,544     692,369  
    $ 373,897   $ 1,075,803  

  

    Three Months Ended
November 30, 2020
  Nine Months Ended
November 30, 2020
 
Device rental activities   $ 84,600   $ 214,803  
Direct sales of goods and services     35,100     44,300  
    $ 119,700   $ 259,103  

 

 

- 14 -


 

ARTIFICIAL INTELLIGENCE TECHNOLOGY SOLUTIONS INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

 

5. REVENUE EARNING DEVICES

 

Revenue earning devices consisted of the following:

 

    November 30, 2021   February 28, 2021  
Revenue earning devices   $ 1,076,084   $ 500,173  
Less: Accumulated depreciation     (365,119 )   (226,459 )
    $ 710,965   $ 273,714  

 

During the nine months ended November 30, 2021, the Company made total additions through inventory transfers to revenue earning devices of $592,346. During the nine months ended November 30, 2020, the Company made total additions to revenue earning devices of $72,940.

 

During the nine months ended November 30, 2021 the Company sold a revenue earning device having a net book value of $3,255 for revenues of $30,600 and included the $3,255 in cost of goods sold.

 

Depreciation expense was $61,976 and $138,815 for the three and nine months ended November 30, 2021, respectively, and $26,589 and $74,050 for the three and nine months ended November 30, 2020, respectively.

 

6. FIXED ASSETS

 

Fixed assets consisted of the following:

 

    November 30, 2021   February 28, 2021  
Vehicles   $ 44,243   $ 70,896  
Demo devices     16,539     3,670  
Computer equipment     36,742     23,399  
Office equipment     6,162     4,142  
Leasehold improvements     2,372      
      106,058     102,107  
Less: Accumulated depreciation     (38,981 )   (67,113 )
    $ 67,077   $ 34,994  

 

During the three months and nine months ended November 30, 2021 the Company made additions of $2,372 and $34,534, respectively. During the three months and nine months ended November 30, 2020 the Company made additions of $0 and $4,638.

 

During the nine months ended November 30, 2021 the Company sold a vehicle having a net book value of $875 for fair value proceeds of $30,000 and recorded a gain on disposal of fixed assets of $29,125.

 

During the nine months ended November 30, 2020, the Company disposed of office equipment having an original cost of $3,550 and a net book value of $1,553 for $1,000 in proceeds and recorded a $553 loss on disposal of fixed assets.

 

Depreciation expense was $5,951 and $14,446 for the three and nine months ended November 30, 2021, respectively, and $3,556 and $14,571 for the three and nine months ended November 30, 2020, respectively.

 

7. LEASES

 

We lease certain warehouses and office space. Leases with an initial term of 12 months or less are not recorded on the balance sheet; we recognize lease expense for these leases on a straight-line basis over the lease term. For lease agreements entered into or reassessed after the adoption of Topic 842, we did not combine lease and non-lease components.

 

Most leases include one or more options to renew, with renewal terms that can extend the lease term by 10 years or more. The exercise of lease renewal options is at our sole discretion. The depreciable life of assets and leasehold improvements are limited by the expected lease term, unless there is a transfer of title or purchase option reasonably certain of exercise.

 

- 15 -


 

ARTIFICIAL INTELLIGENCE TECHNOLOGY SOLUTIONS INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

 

Below is a summary of our lease assets and liabilities at November 30, 2021 and February 28, 2021.

 

Leases   Classification   November 30, 2021   February 28, 2021  
Assets                  
Operating   Operating Lease Assets   $ 1,330,563   $ 47,753  
Liabilities                  
Current                  
Operating   Current Operating Lease Liability   $ 247,605   $ 43,894  
Noncurrent                  
Operating   Noncurrent Operating Lease Liabilities     1,066,035     3,859  
Total lease liabilities       $ 1,313,640   $ 47,753  

 

Note: As most of our leases do not provide an implicit rate, we use our incremental borrowing rate of 10% based on the information available at commencement date in determining the present value of lease payments.

 

The weighted average remaining lease term is 8.9 years.

 

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

 

The Company’s leases are accounted for as operating leases. Rent expense and operating lease cost are recorded over the lease terms on a straight-line basis. Rent expense and operating lease cost was $103,115 and $207,201 for the three and nine months ended November 30, 2021, respectively, and $3,000 and $14,800 for the three and nine months ended November 30, 2020, respectively.

 

8. DEFERRED VARIABLE PAYMENT OBLIGATION

 

On February 1, 2019 the Company entered into an agreement with an investor whereby the investor would pay up to $900,000 (including $192,500 paid in January and February 2019) in exchange for a perpetual 9% rate payment (Payments) on the Company’s reported quarterly revenue from operations excluding any gains or losses from financial instruments (Revenues). If the total investor advances turns out to be less than $900,000, this would not constitute a breach of the agreement, rather the 9% rate would be adjusted on a pro-rata basis. The investor has agreed to pay the remaining balance in minimum $60,000 monthly installments, concluding November 30, 2019. At February 29, 2020 the investor has advanced the full $900,000.

 

On May 9, 2019 the Company entered into two similar arrangements with two investors:

 

  (1) The investor would pay up to $400,000 in exchange for a perpetual 4% rate Payment on the Company’s reported quarterly Revenues. If the total investor advances turns out to be less than $400,000, this would not constitute a breach of the agreement, rather the 4% rate would be adjusted on a pro-rata basis. The investor has agreed to pay the remaining balance in four monthly installments of $64,111 starting July 1, 2019. At February 29, 2020, $400,000 has been paid to the Company.
     
  (2) The investor would pay up to $50,000 in exchange for a perpetual 1.11% rate Payment on the Company’s reported quarterly Revenues. If the total investor advances turns out to be less than $50,000, this would not constitute a breach of the agreement, rather the 1.11% rate would be adjusted on a pro-rata basis. The investor has agreed to pay the remaining balance in four monthly installments of $8,014 starting July 1, 2019. At February 29, 2020, $50,000 has been paid to the Company.

 

These variable payments (Payments) are to be made 30 days after the end of each fiscal quarter. If the Payments would deplete RAD’s available cash by more than 30%, the Payments may be deferred for up to 12 months after the quarterly report at an interest rate of 6% per annum on the unpaid amount.

 

In the event that at least 10% of the assets of the Company are sold by the Company, the investors would be entitled to the fair market value (FMV) of all future Payments associated with the assets sold as determined by an independent valuator to be chosen by the investors. The FMV cannot exceed 30% of the total asset disposition price defined as the total price paid for the assets plus all future Payments associated with the assets sold. In the event that the common or preferred shares are sold by the Company to a third party as to effect a change in control, then the investors must be paid the FMV of all future Payments in one lump payment. The FMV cannot exceed 30% of the share disposition price defined as the total price the third party paid for the shares plus the total value of all future Payments.

 

- 16 -


 

ARTIFICIAL INTELLIGENCE TECHNOLOGY SOLUTIONS INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

 

On November 18, 2019 the Company entered into another similar arrangement with the (February 1, 2019) investor above whereby the investor would advance up to $225,000 in exchange for a perpetual 2.25% rate Payment on the Company’s quarterly Revenues (commencing on quarter ending May 31, 2020). At February 29, 2020 the investor has advanced $109,000 and the investor advanced the $116,000 remainder as of May 2020.

 

On December 30, 2019 the Company entered into another similar arrangement with a new investor whereby the investor would advance up to $100,000 in exchange for a perpetual 1.00% rate Payment on the Company’s quarterly Revenues (commencing quarter ended November 30, 2020). At February 29, 2020 the investor has advanced $50,000 with the remainder to be advanced no later than June 30, 2020. If the total investor advances turns out to be less than $100,000, this would not constitute a breach of the agreement, rather the 1.00% rate would be adjusted on a pro-rata basis.

 

On April 22, 2020 the Company entered into another similar arrangement with the (first May 9, 2019) investor above whereby the investor would advance up to $100,000 in exchange for a perpetual 1.00% rate Payment on the Company’s quarterly Revenues. At May 31, 2020 the investor has fully funded this commitment.

 

On July 1, 2020 the Company entered into a similar agreement with the first investor whereby the investor would pay up to $800,000 in exchange for a perpetual 2.75% rate payment (Payment) on the Company’s reported quarterly revenue. These Payments are to be made 90 days after the fiscal quarter with the first payment being due no later than May 31, 2021. If the Payments would deplete RAD’s available cash by more than 20%, the payment may be deferred. The investor had agreed to pay $100,000 per month over an 8-month period with the first payment due July 2020 and the final payment no later than February 28, 2021. As at November 30, 2020 the investor had fully funded the $800,000 commitment.

 

On August 27, 2020 the Company and the first investor referred to above consolidated the three separate agreements of February 1, 2019 for $900,000, November 18, 2019 for $225,000 and July 1, 2020 for $800,000 into a new agreement for a total of $1,925,000. This new agreement is for similar terms as the above agreements save for the following: the rate payment is revised to 14.25% payable on revenues commencing the quarter ended November 30, 2020 and the Payments are secured by the assets of the Company. This interest may be secured by UCC filing but is subordinated to equipment financing on the products the Company leases to its customers.

 

In summary of all agreements mentioned above if in the event that at least 10% of the assets of the Company are sold by the Company, the investors would be entitled to the fair market value (FMV) of all future Payments associated with the assets sold as determined by an independent valuator to be chosen by the investors. The FMV cannot exceed 43.77% of the total asset disposition price defined as the total price paid for the assets plus all future Payments associated with the assets sold. In the event that the common or preferred shares are sold by the Company to a third party as to effect a change in control, then the investors must be paid the FMV of all future Payments in one lump payment. The FMV cannot exceed 43.77% of the share disposition price defined as the total price the third party paid for the shares plus the total value of all future Payments. As of March 1, 2021 as a result of the amendment with the first investor noted below, this aggregate asset disposition % was reduced from 43.77 % to 33.77%.

 

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

 

  1) The rate payment was reduced from 14.25 % to 9.65 %
     
  2) The asset disposition % (see below) was reduced from 31 % to 21%

 

In consideration for the above changes, the investor received 40 Series F Convertible Preferred Stock and a warrant to purchase 367 shares of its Series F Convertible Preferred Stock with a five-year term and an exercise price of $1.00. During the three months ended May31, 2021 the warrant holder exercised warrants to acquire 38 shares of Series F Convertible Preferred Stock. The company attributed a fair value based on recent transactions for the Series F Preferred stock and warrants of $33,015,214 and recorded a loss on settlement of debt with a corresponding adjustment to paid in capital.

 

The Company retains total involvement in the generation of cash flows from these revenue streams that form the basis of the payments to be made to the investors under this agreement. Because of this, the Company has determined that the agreements constitute debt agreements. As of November 30, 2021, the Company has not yet completed its assessment of the likely cash flows under these agreements, and thus, has not yet determined the effective interest rate under these agreements. The Company expects to have completed its analysis of the expected cash flows prior to the filing of the year end February 28, 2023 filing. As of November 30, 2021, and February 28, 2021, the balances under these agreements were $2,525,000 and $2,525,000, respectively.

 

- 17 -


 

ARTIFICIAL INTELLIGENCE TECHNOLOGY SOLUTIONS INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

 

For the three months ended November 30, 2021, the Company has received $0 related to the deferred payment obligation as the balance remains $2,525,000 at November 30, 2021. For the year ended February 28, 2021, $966,000 has been paid to the Company bringing the balance to $2,525,000 at February 28, 2021.

 

The Payments first become payable on June 30, 2019 (unless otherwise indicated) based on the quarterly Revenues for the quarter ended May 31, 2019 and accrue every quarter thereafter. As of November 30, 2021, the Company has accrued $265,227 in Payments (February 28, 2021 -$91,857). No amounts have been recorded to date as interest on Payments, as the amounts are immaterial.

 

9. CONVERTIBLE NOTES PAYABLE

 

Convertible notes payable consisted of the following:

 

                  Balance   Balance  
          Interest   Conversion   November 30,   February 28,  
Issued   Maturity     Rate   Rate per Share   2021   2021  
July 18, 2016   July 18, 2017*     10%   $0.003 (2)   3,500     3,500  
December 31, 2016   December 31, 2020     8%   35% discount (1)       65,000  
January 19, 2021   January 19, 2022     12%   $0.04         275,000  
January 27,2021   January 27, 2022     10%   $0.10 (3)       550,000  
                    3,500     893,500  
                             
Less: current portion of convertible notes payable     (3,500 )   (893,500 )
Less: discount on noncurrent convertible notes payable          
Noncurrent convertible notes payable, net of discount   $   $  
               
Current portion of convertible notes payable   $ 3,500   $ 893,500  
Less: discount on current portion of convertible notes payable         (697,276 )
Current portion of convertible notes payable, net of discount   $ 3,500   $ 196,224  

__________

* The indicated note was in default as of November 30, 2021. Default interest rate 22%
   
(1) The notes are convertible at a discount (as indicated) to the average market price and are accounted for and evaluated under ASC 480 as discussed in Note 3.
   
(2) The conversion price is not subject to adjustment from forward or reverse stock splits.
   
(3) The per share conversion price into which Principal Amount and interest (including any Default Interest) under this Note shall be convertible into shares of Common Stock hereunder (the “Conversion Price”) shall be equal to $0.10 per share (the “Fixed Conversion Price”); provided, however, that if, the lowest traded price on the date six (6) months from the issue date hereof is below the Fixed Conversion Price, and no default exists, the conversion shall be $0.05 (the “Alternative Fixed Conversion Price”) provided, further, that upon any Event of Default (as defined herein) after the Issue Date, the Conversion Price shall equal the lower of (i) $0.03 (the “Default Fixed Conversion Price”); or (ii) seventy percent (70%) multiplied by the lowest closing price of the Common Stock during the fifteen (15) consecutive Trading Day period immediately preceding the date of the respective event of default (the “Default Conversion Price”);

 

During both the three months ended November 30, 2021 and 2020, the Company incurred original issue discounts of $0, and debt discounts from derivative liabilities of $438,835 and $0, respectively related to new or re-valued convertible notes payable. During the three months ended November 30, 2021 and 2020, the Company recognized interest expense related to the amortization of debt discount of $694,855 and $23,957, respectively. The Company recorded penalty interest of $0 and $494,428 during the three months ended November 30, 2021 and November 30, 2020, respectively.

 

- 18 -


 

ARTIFICIAL INTELLIGENCE TECHNOLOGY SOLUTIONS INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

 

During both the nine months ended November 30, 2021 and 2020, the Company incurred original issue discounts of $0 and debt discounts from derivative liabilities of $438,835 and $0, respectively related to new or re-valued convertible notes payable. During the nine months ended November 30, 2021 and 2020, the Company recognized interest expense related to the amortization of debt discount of $775,986 and $23,957, respectively. The Company recorded penalty interest of $0 and $939,705 during the nine months ended November 30, 2021 and November 30, 2020, respectively.

 

All the notes above are unsecured. As of November 30, 2021 and February 28, 2021, the Company had total accrued interest payable of $27,686 and $49,764, respectively, all of which is classified as current.

 

During the nine months ended November 30, 2021, the Company also had the following convertible note activity:

 

the Company amended the January 27, 2021 agreement with the lender whereby the conversion rate was changed from $0.10 to $0.03 as a result of a dilutive issuance. This resulted a derivative discount of $438,835 and a loss on extinguishment of $360,125.
   

holders of certain convertible notes payable elected to convert a total of $825,000 of principal and $71,955 accrued interest, and $1,750 of fees into 31,042,436 shares of common stock. No gain or loss was recognized on conversions as these conversions occurred within the terms of the agreement that provided for conversion.

 

the conversion rate of the January 19, 2021 note included above was reduced to $0.027 due to the dilutive issuance provision in the January 19, 2021 agreement.  

 

10. RELATED PARTY TRANSACTIONS

 

For the nine months ended November 30, 2021, the Company repaid net advances of $812,234 from its loan payable-related party. For the nine months ended November 30, 2020 the Company repaid net advances of $344,618. At November 30, 2021, the loan payable-related party was $134,234 and $904,806 at February 28, 2021. Included in the balance due to the related party at November 30, 2021 is $54,000 of deferred salary and interest, $54,000 of which bears interest at 12%. At February 28, 2021, included in the balance due to the related party is $883,710 of deferred salary and interest, $642,000 of which bears interest at 12%. The accrued interest included in loan at November 30, 2021 and November 30, 2020 was $540 and $84,418, respectively.

 

Pursuant to the amended Employment Agreement with its Chief Executive Officer in Note 14, the Company accrued $1,979,500 of stock-based compensation with a corresponding adjustment to incentive compensation plan payable due to the vesting cost of the equity awards. These awards are payable through the issuance of Series G Preferred Shares which are redeemable at the Company’s option at $1,000 per share. The Company will classify these awards granted as Series G Preferred Shares as a liability accordingly because of those terms. The Company issued and redeemed 1500 Series G Preferred Shares for $1,500,000 as payment on achieved equity awards.

 

During the three and nine months ended November 30, 2021 the Company was charged $1,041,788 and $562,837, respectively in consulting fees for research and development by a company partially owned by a principal shareholder The principal shareholder with a minority interest in the related party has received no compensation from the related party company. During the three and nine months ended November 30, 2020, the Company was charged $10,157 and $121,973, respectively for consulting fees for research and development by a company owned by a principal shareholder, who received no compensation from the related party company.

 

11. OTHER DEBT – VEHICLE LOAN

 

In 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, 2021 and February 29, 2020. 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. A balance of $16,944 remains on this vehicle loan at both February 28, 2021 and February 29, 2020. The remaining total balances of the amounts owed on the vehicle loans were $38,522 and $38,522 as of November 30, 2021 and February 28, 2021, respectively, of which all were classified as current.

 

- 19 -


 

ARTIFICIAL INTELLIGENCE TECHNOLOGY SOLUTIONS INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

 

12. LOANS PAYABLE

 

Loans payable at November 30, 2021 consisted of the following:

 

                Annual  
Date   Maturity   Description   Principal   Interest Rate  
June 11, 2018   June 11, 2019   Promissory note (3) $ 48,000   25% *
August 10, 2018   September 1, 2018   Promissory note (4)     25%  
August 16, 2018   August 16, 2019   Promissory note (1)     25%  
August 16, 2018   October 1, 2018   Promissory note (4)      25%  
October 11, 2018   October 11, 2019   Promissory note     17,000   20% *
January 31, 2019   June 30, 2019   Promissory note (2)   78,432   15% *
January 24, 2019   January 24, 2021   Loan (8)     11%  *
May 9, 2019   June 30, 2019   Promissory note (5)   7,850   15% *
May 31, 2019   June 30, 2019   Promissory note (6)   86,567   15% *
June 26, 2019   June 26, 2020   Promissory note (9)   79,104   15% *
September 24, 2019   June 24, 2020   Promissory note (13)   12,000   15% *
January 30, 2020   January 30, 2021   Promissory note (15)   11,000   15%  *
February 27, 2020   February 27, 2021   Promissory note (16)   5,000   15%  *
April 16, 2020   April 16, 2021   Promissory note (17)   13,000   15%  *
May 12, 2020   May 12, 2021   Promissory note (18)   43,500   15%  *
May 22, 2020   May 22, 2021   Promissory note (19)   85,000   15%  *
June 2, 2020   June 2, 2021   Promissory note (23)   62,000   15%  *
June 9, 2020   June 9, 2021   Promissory note (24)   31,000   15%  *
June 12, 2020   June 12, 2021   Promissory note (25)   50,000   15%  *
June 16, 2020   June 16, 2021   Promissory note (26)   42,000   15%  *
April 3, 2020   April 3, 2021   Promissory note (20)   27,696   20%
August 13, 2020   August 13, 2021   Promissory note (22)     20%  
September 8, 2020   September 8, 2021   Promissory note (27)     20%  
September 15, 2020   September 15, 2022   Promissory note (28)   300,000   10%  
October 6, 2020   March 6, 2023   Promissory note (29)   150,000   12%  
November 12, 2020   November 12, 2023   Promissory note (30)   110,000   12%  
November 23, 2020   October 23, 2022   Promissory note (31)   65,000   15.5%  
November 23, 2020   November 23, 2023   Promissory note (32)   300,000   15%  
December 10, 2020   December 10, 2023   Promissory note (33)   82,500   12%  
December 10, 2020   December 10, 2023   Promissory note (34)   3,921,168   12%  
December 10, 2020   December 10, 2023   Promissory note (35)   3,054,338   12%  
December 10, 2020   December 10, 2023   Promissory note (36)   165,605   12%  
December 14, 2020   December 14, 2023   Promissory note (37)   310,375   12%  
December 14, 2020   December 14, 2023   Promissory note (38)     12%  
December 30, 2020   December 30, 2023   Promissory note (39)   350,000   12%  
December 31, 2021   December 31, 2024   Promissory note (40)   25,000   12%  
December 31, 2021   December 31, 2024   Promissory note (41)   145,000   12%  
January 14, 2021   January 14, 2024   Promissory note (42)   550,000   12%  
February 22, 2021   February 22, 2022   Promissory note (43)   1,650,000   12%  
March 1, 2021   March 1, 2022   Promissory note (10)   6,000,000   12%  
March 23, 2021   March 23, 2022   Promissory note (11)     0%  
March 23, 2021   March 23, 2022   Promissory note (12)     0%  
June 8, 2021   June 8, 2022   Promissory note (44)   2,750,000   12%  
July 12, 2021   July 26, 2026   Promissory note (45)   4,000,160   7%  
September 14, 2021   September 14, 2022   Promissory note (46)   1,650,000      12%  
        $ 26,278,295      
Less current portion of loans payable         (11,099,150 )    
Less discount on loans payable         (2,312,492 )    
Loans payable       $ 12,866,653      
                 
Current portion of loans payable       $ 11,099,150      
Less discount on loans payable         (7,504,339 )    
Current portion of loans payable, net of discount       $ 3,594,811      

 

- 20 -


 

ARTIFICIAL INTELLIGENCE TECHNOLOGY SOLUTIONS INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

__________

* Note is in default. No notice has been given by the note holder to the Company at the time of issuance of  these financial statements.
   
(1) Repayable in 12 monthly instalments of $2,376 commencing September 16 ,2018 and secured by revenue earning devices having a net book value of at least $25,000. The loan has been fully repaid this fiscal year.
   
(2) The note may be pre-payable at any time. The note balance includes 33% original issue discount of $25,882 at issuance.
   
(3) Repayable in 12 monthly instalments of $4,562 commencing August 11, 2018 and secured by revenue earning devices having a net book value of at least $48,000. No repayments have been made by the Company and no notices have been received.
   
(4) $20,000 loan repaid during the quarter ended May 31, 2021.
   
(5) The note may be pre-payable at any time. The note balance includes 33% original issue discount of $2,590 at issuance.
   
(6) The note may be pre-payable at any time. The note balance includes 33% original issue discount of $28,567 at issuance.
   
   
(8) $257,000 Canadian loan. Interest payable every calendar quarter commencing June 30, 2019, if unpaid accrued interest to be paid at maturity. An additional interest amount calculated as 4% of RAD revenues from SCOT rentals for the fiscal years 2020 and 2021 shall be payable March 31, 2020 and March 31, 2021, respectively. Secured by a general security charging all of RAD’s present and after-acquired property in favor of the lender on a first priority basis subject to the following: the lender’s security in this respect shall be postponeable to security in favor of institutional financing obtained by RAD. Additional funding of $26,146 during the quarter ended May 31, 2021. This loan and accrued interest was fully repaid on November 15, 2021 for a cash payment of $443,978. The payment includes $168,659 of loan repayment $55,299 in accrued interest, $18,135 in interest expense, $18,492 in foreign exchange loss and $157,249 in loss on settlement of debt.  
   
(9) The note may be pre-payable at any time. The note balance includes 33% original issue discount of $26,104 at issuance.
   
(10) The unsecured note may be pre-payable at any time. Cash proceeds of $5,400,000 were received. The note balance of $6,000,000 includes an original issue discount of $600,0000 and was issued with a warrant to purchase 300,000,000 shares at an exercise price of $0.135 per share with a 3-year term and having a relative fair value of $4,749,005 using Black-Scholes with assumptions described in note 14. The discounts are being amortized over the term of the loan. After allocating these charges to debt and equity according to their respective values, a debt discount of $4,749.005 with a corresponding adjustment to paid in capital for the relative value of the warrant. For the three months and nine months ended November 30, 2021, the Company recorded amortization expense of $933,213 and $1,161,576, respectively with an unamortized discount of $4,187,429 at November 30, 2021.
   
(11) In exchange for 28 Series F preferred shares, the Company issued a noninterest bearing unsecured loan for $2,545,900. A fair value of the loan of $2,267,768 was determined with a debt discount off $278,132. For the three months and nine months ended November 30, 2021, the Company recorded amortization expense of $1,524 and $54,102, respectively with an unamortized discount of $0 at November 30, 2021. On June 2, 2021 the Company exchanged the $2,545,900 debt having a net book value of $2,321,870 for 39,167,693 common shares having a fair value of $2,177,724. The Company recorded a gain on settlement of debt of $144,146.
   
(12) In exchange for 55 Series F preferred shares, the Company issued a noninterest bearing unsecured loan for $5,000,875. A fair value of the loan of $4,465,067 was determined with a debt discount off $535,808. For the three months and nine months ended November 30, 2021, the Company recorded amortization expense of $2,936 and $107,162, respectively with an unamortized discount of $0 at November 30, 2021. On June 2, 2021 the Company exchanged the $5,000,875 debt having a net book value $4,572,229 for 76,936,539 common shares having a fair value of $4,277,672. The Company recorded a gain on settlement of debt of $294,557.
   
(13) The note may be pre-payable at any time. The note balance includes an original issue discount of $3,000 at issuance.

 

- 21 -


 

ARTIFICIAL INTELLIGENCE TECHNOLOGY SOLUTIONS INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

 

(15) The note may be pre-payable at any time. The note balance includes an original issue discount of $2,450 at issuance.
   
(16) The note may be pre-payable at any time. The note balance includes an original issue discount of $1,200 at issuance.
   
(17) The note may be pre-payable at any time. The note balance includes an original issue discount of $3,850 at issuance.
   
(18) The note may be pre-payable at any time. The note balance includes an original issue discount of $8,000 at issuance.
   
(19) The note may be pre-payable at any time. The note balance includes an original issue discount of $15,000 at issuance.
   
(20) $ 40,000 CDN loan, both principal and interest are due at maturity, if unpaid there is a 10% penalty on unpaid balance. By consent of all parties, lender may convert balance into Class F shares at $6,739 USD per share.
   
(21) Principal repayable in one year. Interest repayable in 10 monthly instalments of $460 commencing January 11, 2019 and secured by revenue earning devices having a net book value of at least $186,000. Repaid in full.
   
(22) $ 60,000 CDN loan, principal is due at maturity, interest is payable commencing the third month after the loan over the remaining 10 months. If principal or interest unpaid there is a 10% penalty on unpaid balance. By consent of all parties, lender may convert balance into Class F shares at $6,739 USD per share. Total loan of $44,183 (in $USD) and related accrued interest paid during the quarter ended May 31, 2021.
   
(23) The note may be pre-payable at any time. The note balance includes an original issue discount of $12,000 at issuance.
   
(24) The note may be pre-payable at any time. The note balance includes an original issue discount of $6,000 at issuance.
   
(25) The note may be pre-payable at any time. The note balance includes an original issue discount of $10,000 at issuance.
   
(26) The note may be pre-payable at any time. The note balance includes an original issue discount of $7,000 at issuance.
   
(27) $10,000 CDN loan, principal is due at maturity, interest is payable monthly commencing the third month after the loan over the remaining 10 months. If principal or interest unpaid there is a 10% penalty on unpaid balance. By consent of all parties, lender may convert balance into Class F shares at $6,739 USD per share. Total loan of $7,381 (in $USD) and related accrued interest paid during the quarter ended May 31, 2021.
   
(28) The note may be pre-payable at any time. The note balance includes an original issue discount of $50,000. Interest payable monthly, principal due at maturity. Secured by a general security charging all of RAD’s present and after-acquired property. For the three months and nine months ended November 30, 2021, the Company recorded amortization expense of $6,024 and $17,563, respectively with an unamortized discount of $21,067 at November 30, 2021.
   
(29) Principal and interest repayable in 28 monthly instalments commencing December 6, 2020, the first 6 months at $2,000 per month, the remaining 22 payments at $ 8,500 per month. Secured by revenue earning devices.
   
(30) The note may be pre-payable at any time. The note balance includes an original issue discount of $10,000 and was issued with a warrant to purchase 70,000,000 shares at an exercise price of $0.00165 per share, with a 3-year term and having a relative fair value of $41,176. The discounts are being amortized over the term of the loan. After allocating these charges to debt and equity according to their respective values, a debt discount of $41,176 with a corresponding adjustment to paid in capital. For the three months and nine months ended November 30, 2021, the Company recorded amortization expense of $3,134 and $8,605, respectively with an unamortized discount of $39,724 at November 30, 2021.
   
(31) Principal and interest repayable in 21 monthly instalments commencing December 6, 2020 of $4,060 commencing February 21, 2021. Secured by revenue earning devices.

 

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ARTIFICIAL INTELLIGENCE TECHNOLOGY SOLUTIONS INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

 

(32) The note may be pre-payable at any time. The note balance includes an original issue discount of $25,000 and was issued with a warrant to purchase 230,000,000 shares at an exercise price of $0.00165 per share with a 3-year term and having a relative fair value of $125,814. The discounts are being amortized over the term of the loan. After allocating these charges to debt and equity according to their respective values, a debt discount of $125,814 with a corresponding adjustment to paid in capital for the relative value of the warrant. For the three months and nine months ended November 30, 2021, the Company recorded amortization expense of $8,830 and $24,074, respectively with an unamortized discount of $119,726 at November 30, 2021.
   
(33) The note may be pre-payable at any time. The note balance includes an original issue discount of 7,500 and was issued with a warrant to purchase 100,000,000 shares at an exercise price of $0.002 per share with a 3-year term and having a relative fair value of $54,545. The discounts are being amortized over the term of the loan. After allocating these charges to debt and equity according to their respective values, a debt discount of $54,545 with a corresponding adjustment to paid in capital for the relative value of the warrant. For the three months and nine months ended November 30, 2021, the Company recorded amortization expense of $2,642 and $6,694, respectively with an unamortized discount of $53,877 at November 30, 2021.
   
(34) This promissory note was issued as part of a debt settlement as disclosed in Note 8 whereby $2,683,357 in convertible notes and associated accrued interest of $1,237,811 totaling $3,921,168 was exchanged for this promissory note of $3,921,168, and a warrant to purchase 450,000,000 shares at an exercise price of $.002 per share and a three-year maturity having a relative fair value of $990,000. This note is secured by a general security charging all of the Company’s present and after-acquired property.
   
(35) This promissory note was issued as part of a debt settlement as disclosed in Note 9 whereby $1,460,794 in convertible notes and associated accrued interest of $1,593,544 totaling $3,054,338 was exchanged for this promissory note of $3,054,338, and a warrant to purchase 250,000,000 shares at an exercise price of $.002 per share and a three-year maturity having a relative fair value of $550,000. This note is secured by a general security charging all of the Company’s present and after-acquired property.
   
(36) This promissory note was issued as part of a debt settlement as disclosed in Note 9 whereby $103,180 in convertible notes and associated accrued interest of $62,425 totaling $165,605 was exchanged for this promissory note of $165,605, and a warrant to purchase 80,000,000 shares at an exercise price of $.002 per share and a three-year maturity having a fair value of $176,000.
   
(37) This promissory note was issued as part of a debt settlement as disclosed in Note 9 whereby $235,000 in convertible notes and associated accrued interest of $75,375 totaling $310,375 was exchanged for this promissory note of $310,375, and a warrant to purchase 25,000,000 shares at an exercise price of $.002 per share and a three-year maturity having a fair value of $182,500.
   
(38) This promissory note was issued as part of a debt settlement as disclosed in Note 9 whereby $100,000 in convertible notes and associated accrued interest of $37,589 totaling $137,589 was exchanged for this promissory note of $192,625. Loan fully repaid at May 31,2021.
   
(39) The note may be pre-payable at any time. The note balance includes an original issue discount of $35,000 and was issued with a warrant to purchase 50,000,000 shares at an exercise price of $0.025 per share with a 3-year term and having a relative fair value of $271,250. The discounts are being amortized over the term of the loan. After allocating these charges to debt and equity according to their respective values, a debt discount of $271,250 with a corresponding adjustment to paid in capital for the relative fair value of the warrant. For the three months and nine months ended November 30, 2021, the Company recorded amortization expense of $7,472 and $17,399, respectively with an unamortized discount of $286,731 at November 30, 2021.
   
(40) This promissory note was issued as part of a debt settlement as disclosed in Note 9 whereby $9,200 in convertible notes and associated accrued interest of $6,944 totaling $16,144 was exchanged for this promissory note of $25,000. This note is secured by a general security charging all of the Company’s present and after-acquired property.
   
(41) This promissory note was issued as part of a debt settlement as disclosed in Note 9 whereby $79,500 in convertible notes and associated accrued interest of $28,925 totaling $108,425 was exchanged for this promissory note of $145,000. This note is secured by a general security charging all of the Company’s present and after-acquired property.

 

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ARTIFICIAL INTELLIGENCE TECHNOLOGY SOLUTIONS INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

 

(42) The note may be pre-payable at any time. The note balance includes an original issue discount of $250,000 and was issued with a warrant to purchase 50,000,000 shares at an exercise price of $0.025 per share with a 3-year term and having a relative fair value of $380,174. The discounts are being amortized over the term of the loan. After allocating these charges to debt and equity according to their respective values, a debt discount of $380,174 with a corresponding adjustment to paid in capital. For the three months and nine months ended November 30, 2021, the Company recorded amortization expense of $15,679 and $39,137, respectively with an unamortized discount of $386,319 at November 30, 2021.
   
(43) The note may be pre-payable at any time. The note balance includes an original issue discount of $150,000 and was issued with a warrant to purchase 100,000,000 shares at an exercise price of $0.135 per share with a 3-year term and having a relative fair value of $1,342,857. The discount and warrant are being amortized over the term of the loan. After allocating these charges to debt and equity according to their respective values, a debt discount of $1,342,857 with a corresponding adjustment to paid in capital for the relative fair value of the warrant. For the three months and nine months ended November 30, 2021, the Company recorded amortization expense of $22,259 and $49,854 with an unamortized discount of $1,442,724 at November 30, 2021.
   
(44) The note may be pre-payable at any time. The note balance includes an original issue discount of $50,000 and was issued with a warrant to purchase 170,000,000 shares at an exercise price of $0.064 per share with a 3-year term and having a relative fair value of $2,035,033 using Black-Scholes with assumptions described in note 14. The discounts are being amortized over the term of the loan. After allocating these charges to debt and equity according to their respective values, a debt discount of $2,035,033 with a corresponding adjustment to paid in capital. For the three months and nine months ended November 30, 2021, the Company recorded amortization expense of $296,511 and $431,915 with an unamortized discount of $1,853,119 at November 30, 2021.
   
(45)