Business Warrior Corp [BZWR] Filings

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

For the fiscal year ended: August 31, 2023

or

For the transition period from __________________ to __________________

Commission file number: 333-265471

Registrant’s telephone number, including area code (855) 294-2900

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

Securities registered pursuant to Section 12(g) of the Act

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☒ No ☐

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

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted and posted 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 and post such files). Yes ☒ No ☐

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

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 Act). Yes ☐ No ☒

As of May 31, 2023, the last business day of the registrant’s most recently completed second fiscal quarter, the aggregate market value of the voting and non-voting common stock held by non-affiliates of the registrant was approximately $2,141,843, based on the closing price (last sale of the day) of $.0046 per share for the registrant’s common stock on the OTC Pink marketplace on May 31, 2023.

Indicate the number of shares outstanding of each of the registrant’s classes of common stock, as of the latest practicable date. As of February 15, 2023, there were 506,961,773 shares of the registrant’s common stock issued and outstanding.

Documents Incorporated by Reference: None

TABLE OF CONTENTS

Cautionary Statement Regarding Forward-looking Information

This annual report on Form 10-K contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. The use of words such as “anticipates,” “estimates,” “expects,” “intends,” “plans” and “believes,” among others, generally identify forward-looking statements. These forward-looking statements include, among others, statements relating to: the Company’s future financial performance, the Company’s business prospects and strategy, anticipated trends, and prospects in the industries in which the Company’s businesses operate and other similar matters. These forward-looking statements are based on the Company’s management’s expectations and assumptions about future events as of the date of this annual report, which are inherently subject to uncertainties, risks and changes in circumstances that are difficult to predict.

Actual results could differ materially from those contained in these forward-looking statements for a variety of reasons, including, among others, the risk factors set forth below. Other unknown or unpredictable factors that could also adversely affect the Company’s business, financial condition, and results of operations may arise from time to time. In light of these risks and uncertainties, the forward-looking statements discussed in this annual report may not prove to be accurate. Accordingly, you should not place undue reliance on these forward-looking statements, which only reflect the views of the Company’s management as of the date of this annual report. The Company does not undertake to update these forward-looking statements.

In this annual report on Form 10-K, unless otherwise specified, all dollar amounts are expressed in United States dollars and all references to “common shares” refer to the common shares in our capital stock.

An investment in our common stock involves a number of very significant risks. You should carefully consider the following risks and uncertainties in addition to other information in this annual report on Form 10-K in evaluating our company and our business before purchasing shares of our common stock. Our business, operating results and financial condition could be seriously harmed as a result of the occurrence of any of the following risks. You could lose all or part of your investment due to any of these risks. You should invest in our common stock only if you can afford to lose your entire investment.

As used in this report, the terms “we”, “us”, “our”, “our company,” “Business Warrior” and “the Company” mean Business Warrior Corporation, unless the context clearly indicates otherwise.

 PART I

ITEM 1. BUSINESS

Corporate History

Business Warrior Corp. (“Business Warrior”, “BZWR”, “we,” “us,” “our,” and the “Company”) comprises the former Kading Companies, and Bluume, LLC. Business Warrior was originally incorporated under the name Kading Companies, S.A., under the International Business Companies Ordinance of the Territory of the British Virgin Islands on October 10, 1995. Kading Companies was traded on the Pink Sheets of the OTC Markets under the stock ticker KDNG. On January 27, 2020, Kading Companies was redomiciled in Wyoming.

Bluume, LLC was founded in 2014 and was a sales and marketing organization that provided small businesses with basic advertising, merchant services, white label Point of Sale systems, and business analytics software. Bluume built a distribution network of channel partners through the credit card processing industry and were fundamental in building a partner company’s subscriber count on their software to over 50,000 users. Bluume launched the first version of their Software-as-a-Service (SaaS) platform in July 2019.

On January 31, 2020, Bluume, LLC completed a triangular reverse merger with Kading Companies (formerly KDNG) and changed its name to Business Warrior™. It is currently an active corporation in the state of Wyoming. The previous Bluume team took over all operations of the company and formed a new business plan, which replaced all former plans of the previous management team at Kading Companies. In July 2020, the company changed its stock ticker to BZWR.

Helix House was acquired on March 18, 2022. Helix House is a premium marketing agency that provides small business advertising services including digital marketing (YouTube, Google, social media), traditional marketing (billboards, mailers, fliers, etc.), and social media content.

FluidFi Inc, dba Alchemy was acquired on June 8, 2022. Alchemy, builds fully customized end-to-end lending software solutions. Alchemy built full-service lending solutions for over 50 enterprise clients throughout the world. Alchemy’s operations are now fully integrated with the Business Warrior team. Business Warrior and the Alchemy team will continue to offer custom lending development for clients but as an extension of Business Warrior’s flagship products.

Business Warrior, evolving from its origins as Bluume along with the strategic acquisition of Helix House and Alchemy, sharpened its focus to be a disruptor in the lending industry. The seamless mergers into Business Warrior presents a formidable edge in the lending market, as the company’s software as a service (SaaS) lending technology – PayPlan^TM - couples with professional marketing services to drive customer growth and optimize loan processing.

PayPlan, is a dynamic cloud-based platform launched in fall 2022. PayPlan streamlines the lending experience, enabling lenders of all sizes to swiftly start offering loans - typically within just a few weeks and with the confidence against fraud. The platform is designed to ease the onboarding process, integrating seamlessly with Know Your Customer providers, such as Equifax, Experian and TransUnion, along with global open banking systems. What sets PayPlan apart is its comprehensive suite of tools for loan origination, enhanced lender decision-making through both automated and manual loan approvals, along with the platform’s robust loan management capabilities.

These features are further enhanced by the professional marketing services of Business Warrior, tailored specifically for lenders to effectively target their audience. This synergistic combination of PayPlan's lending technology and marketing expertise equips lenders of all sizes with the necessary tools to scale up profitability. For larger institutions, such as banks, fintechs, and credit unions, Business Warrior has tailored a specialized solution—PayPlan Enterprise. This advanced iteration retains the core benefits of PayPlan but adds features specifically designed for larger entities with more dynamic needs. PayPlan Enterprise distinguishes itself with its multi-tenant architecture, plug-and-play lender documents, fraud protection and sophisticated credit decision automation capabilities, positioning it as the premier choice for enterprise-level lending solutions. 

Nature of Operations— Business Warrior operates at the forefront of lending solutions, with its divisions Helix House and Alchemy Technologies representing not only the foundation of our legacy systems and revenue streams but also critical components in our comprehensive lending ecosystem. Helix House, our premium marketing division, excels in creating impactful advertising services for small businesses, spanning from digital platforms like YouTube, Google, and various social media to traditional media including billboards and mailers. Alchemy, on the other hand, now fully integrated with the Business Warrior team still has the expertise to continue developing bespoke lending software technology tailored to meet the sophisticated needs of enterprise clients.

It's the strategic integration of Helix House's cutting-edge marketing capabilities with the Company’s advanced lending technology that forms the backbone of Business Warrior's innovative solution — PayPlan. This full-service 'Lending as a Service' platform is designed to address major pain points in the lending industry. By combining these services, Business Warrior has created a holistic approach that significantly reduces borrower acquisition costs and equips lenders with the robust technology necessary to ensure profitability. PayPlan is more than a platform; it's a synergistic solution that empowers lenders to navigate the complexities of the market effectively, marrying legacy expertise with modern innovation for unprecedented success in lending.

Businesses drive our economy, employ our friends and families, and shape the communities around us. We continually enhance our software-as-a-service (SaaS) platform to improve businesses’ ability to make decisions that will lead to more customers, increase revenues, obtain access to growth capital, and build a professional legacy for themselves and their families.

PayPlan the End-to-End Loan Platform

SaaS Platform – PayPlan

Business Warrior’s SaaS model is automated to provide highly scalable solutions with minimal human resources required to support both lenders and borrowers. Business Warrior’s flagship software product is PayPlan.

Core Features of PayPlan

PayPlan has 3 product offerings. The product offerings are tailored to address different needs from businesses and lenders.

PayPlan is built to be component driven, allowing the customer to select each service level for a monthly subscription and transaction fees. The base offering includes a loan origination system with the ability to add additional components: enhanced underwriting, loan management, servicing and more; pricing ranges from $1,000 to $15,000 per month and includes certain transaction fees based on volume.

Benefits of PayPlan

Business Warrior Solutions

Integration of Alchemy and its core technology adoption into PayPlan

With the acquisition of Alchemy, we were able to leverage their lending software, technology, underwriting and compliance experience to build the PayPlan suite of products. The Alchemy business model consisted of single-use software development projects for companies looking to lend money. The custom development business model is challenging to scale both operationally and cost effectively. However, there remains a need for such custom development work. We have fully integrated the legacy Alchemy team and operations with the Business Warrior team to be able to still offer custom software development solutions. With the new integrated team, we are better able to support the Alchemy existing client base while preparing to transition into a premium technology resource for PayPlan Enterprise customers.

The Company’s history is strong lead into a broadened financial technology market:

Powerful data insights that drive loan underwriting and credit decisions

Business Warrior incorporates best-in-class learnings from building 50+ enterprise loan platforms

Our Customers

PayPlan’s complete end-to-end lending software was built to fit both lenders and high growth businesses

Loan Types Supported

Business Warrior Funding Pilot

In 2021, Business Warrior piloted a small business lending solution. That pilot ended upon the acquisition of Alchemy Technologies and all resources of the company are focused on PayPlan.

Acquisition of Helix House Marketing Agency

We acquired an award-winning marketing agency, Helix House, in March 2022. Helix House is a premium marketing agency that provides business advertising services including:

The acquisition of Helix House significantly benefits Business Warrior. It added a profitable company with a history of strong revenue and growth opportunities. It enhances the services we offer to our SaaS customers and channel partners.

Evolution to Lender Marketing Services

As of mid-2023, Helix House has evolved its business model to become an integral part of Business Warrior, focusing exclusively on lender marketing services. This strategic pivot aims to maintain Helix House’s commitment to its small business legacy customers while directing its expertise toward enhancing the profitability of lenders through specialized marketing strategies. By offering a blend of traditional and digital marketing, the marketing team provides lenders with a comprehensive approach to attract and retain customers, increasing visibility in a competitive market. These tailored marketing solutions are designed to drive customer engagement and acquisition, leading to increased loan origination and a stronger bottom line for lenders. The synergy of Helix House's marketing prowess within Business Warrior's ecosystem offers lenders an unparalleled competitive advantage in the fintech space.

Competitive Strengths

Experience: Business Warrior has years of experience tailoring technology and marketing to best serve its customers.

Leveraging data: Business Warrior’s SaaS platform is powered by and evolves through meticulously gathering data from a variety of sources to improve sales and operational performance of lenders.

Technology: PayPlan, represents a formidable competitive strength in the digital lending and marketing sector. By combining advanced loan management software with targeted marketing services, PayPlan empowers lenders with the tools necessary for rapid market entry, streamlined customer acquisition, and enhanced loan origination processes.

Marketing: Helix House is an in-house premium advertising agency that is built to grow brands through digital marketing. This gives us a significant advantage in expanding our service options and revenue potential while reducing our marketing expenses.

Software Development: Our lending software solutions are built using the best practices of software development teams across the globe and the experience acquired after building over 50 lending solutions for enterprise businesses.

Growth Strategy

Our primary strategy is to acquire new customers directly through online advertising. We have a marketing mechanism that generates leads from several different channels, including:

We advertise with different verticals and have a variety of different offers based on what will attract lenders to our platform. We push that traffic through our sales and marketing funnel until they’re in PayPlan. Once a new lender is engaged with us online, our Customer Relationship Management (CRM) takes over to identify qualified leads for our different product offerings.

After a new lender engages with our software and services, we leverage our CRM system (HubSpot) to move a user automatically from a lead to transfer the qualified lead to a salesperson. These qualified leads are presented proposals that range from monthly to annual contracts.

Our secondary strategy to acquire new customers is through channel partners and our referral network. We have an existing reseller network made up of merchant services companies, banks, business consultants and other business loan companies.

Our entire organization is focused on our performance metrics to assure that we generate revenue for every dollar spent and that our revenue model is profitable long-term. To simplify our model, we look at a few key performance indicators including the:

We frequently change our advertising to drive down our Cost Per Acquisition (CPA) and improve the quality of our new lenders. Our CPA is constantly changing and the revenue we collect from our different paid products vary by product and changes over time. We monitor these levels to make sure we will generate a profit. For example, if our CPA increases significantly then we may adjust our advertising campaigns to drive that cost down or we may increase the advertising spend because that campaign is generating a higher conversion rate or a higher quality of customers that spends more per year.

Advertising Examples

Industry

Unless otherwise indicated, information in this annual report concerning our industry, including the size and opportunity of the markets we operate, is based on information from various sources. These sources include but are not limited to Grand View Research, Technavio Research, Allied Market Research, IBISWorld, the Interactive Advertising Bureau, and the U.S. Small Business Administration. These industry publications and reports generally indicate that they have obtained their information from sources believed to be reliable, but do not guarantee the accuracy and completeness of their information. This information involves several assumptions and limitations, and you are cautioned not to give undue weight to these estimates, as there is no assurance that any of them will be reached. Based on our industry experience, we believe that the publications and reports are reliable and that the conclusions contained in the publications and reports are reasonable. The industry in which we operate is subject to a high degree of uncertainty and risk due to a variety of factors, including those described in the section titled “Risk Factors,” that could cause results to differ materially from the assumptions underlying these publications and reports.

Business Warrior participates in the software, business analytics, lending, and digital advertising industries. We are not aware of any organization that ties these disparate industries together for the benefit of lenders. We analyze each of the different industries to estimate the total addressable market (TAM).

The global big data, business analytics and software publishing industry has annualized revenue of over $198 billion with an expected growth rate of 10-20% annually.

Global commercial lending represents over an $8 trillion industry and is expected to grow to almost $30 trillion by 2030. Commercial banking in the U.S. represents an $860 billion industry.

As of 2023, the global digital lending platform market size is valued at approximately USD 8.58 billion and is anticipated to grow at a compound annual growth rate (CAGR) of 26.5% to reach about USD 44.50 billion by 2030. The market is driven by the proliferation of smartphones, growth in digitalization, and the need for improved customer experiences. North America holds a significant share of the market, credited to advanced infrastructure and the presence of major market players.

In the fintech sector, the use of Application Programming Interfaces (APIs) is also on the rise, allowing for improved service offerings and easier access to financial data. The deployment of data analytics and artificial intelligence is expected to further accelerate in the coming years, bolstering the fintech market growth.

The digital lending market's growth is further augmented by the adoption of cloud-based platforms, which offer a cost-effective and efficient alternative to traditional on-premises solutions. Cloud deployment is expected to hold a larger market size due to its budget-friendly nature and the way it streamlines lending processes.

The market is moderately fragmented with key players pursuing strategies like new product launches, partnerships, and product upgrades to maintain and strengthen their market positions. These strategies are complemented by investments in research and development activities aimed at integrating advanced technologies such as machine learning and blockchain into digital lending platforms.

The significant growth of the market is indicative of the broad acceptance and implementation of digital transformation in the lending industry, which continues to evolve with the advancements in technology and changing customer needs. 

This growth is consistent with a recent study¹ from Harvard Business School, commissioned by the Interactive Advertising Bureau (IAB), which showed the internet economy has grown seven times faster than the U.S. economy over the past four years and now accounts for 12% of the U.S. GDP. Here are some general statistics from that study regarding digital advertising:

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Employees and Culture

The Business Warrior platform is a direct product of the team and the shared values of the company’s employees. From the CEO to the front-line team, the culture code of Business Warrior team members include:

Our leadership team is tightly connected to end users by creating numerous touch points that bring the voice of the customer alive. Through weekly one-on-ones with team members or participating in executive sessions, being a part of the Business Warrior organization means that you put small business success at the top of your priorities.

As we continue to grow, our culture will remain at the heart of how goals are attained. Our value system is coached with an emphasis on emotional intelligence, transparency, and ensuring that all layers, no matter the size of the company, interact based on our culture code.

As of August 31, 2023, we had 21 full-time employees, all of whom are based in the United States. We supplement our workforce with contractors and consultants globally.

Technology/Intellectual Property

Our technology platform consists of a core web-based loan application and loan management system supplemented by a multi-tiered API based data discovery services which are woven together to create a holistic, turnkey lending platform.

PayPlan's platform stands as a shining star in the lending market, particularly for its stringent data protection protocols which ensure that lenders and their borrowers' information is secure and proprietary. The collective data across the platform is leveraged to enhance the user experience and outcomes for all participating lenders, a key competitive advantage. Moreover, the incorporation of marketing services into PayPlan's offering ensures that lenders benefit from sophisticated data analysis and optimized borrower funnels. This integration significantly boosts profitability by streamlining borrower acquisition and retention processes, thereby creating a more efficient and profitable lending operation.

Our SaaS codebase is globally available, delivered through a web or mobile browser. We have built a scalable, highly available platform ready for future expansion into big data frameworks that power data science, machine learning, and Artificial Intelligence (AI).

Our platform’s uptime in the last year exceeded 99.9% while we delivered hundreds of product improvements through dozens of software releases in a continuous software delivery cycle.

We use industry standard network defense technologies, levels of encryption, and DDoS protection systems (including web application firewalls).

Our development team is a global, hybrid team with central management in the United States. Our processes are agile and iterative, which allows our lenders to innovate quickly and stay in tune with constantly evolving technologies in the lending landscape.

We do not have any patents or copyrights. We rely on state and federal trade secret protections to safeguard our codebase, web applications and other proprietary data.

Business Warrior™ is a trademarked name held by Business Warrior Corporation The trademark was registered on January 28, 2020, by Bluume LLC (a subsidiary of Business Warrior) Registration No. 5,971,971. The trademark was sold to Business Warrior Corporation on July 7, 2020.

PayPlan is a trademarked name held by Business Warrior Corporation. The trademark was registered on August 22, 2023 by Business Warrior Corporation Registration No. 97,659,930.

Alchemy™ is a trademarked name held by Business Warrior Corporation. The trademark was registered on July 13, 2022 by Business Warrior Corporation Serial No. 97493370.

Competition

There are several software solutions that currently address a portion of our target markets, but we have not found another platform that offers an end-to-end lending platform combined with its integration of professional marketing services. While LoanPro, Turnkey Lender, and Lendflo offer robust loan management and lending platforms, Business Warrior differentiates itself by providing vastly improved onboarding experiences along with comprehensive marketing tools and strategies. This unique service offering not only supports lenders in managing and originating loans but also in acquiring borrowers efficiently and ensuring lenders' marketability and profitability. This dual approach caters to the technical and promotional needs of lenders, setting Business Warrior apart as a provider of both lending solutions and growth-oriented marketing services.

In each of our individual offerings, however, we face competitors including:

Lending Technology

Lending as a service is a highly competitive market with many market participants on each side of the supply and demand curve. While no single competitor dominates the market, there is considerable variation between market participants, and because of the difficulty and high cost of accurately underwriting borrowers, there is considerable opportunity to innovate, differentiate, and create value.

With the acquisition of Alchemy and the subsequent introduction of PayPlan, we now compete with lending technology providers such as LoanPro, Lendflo and Nortridge. While these competitors offer loan origination and loan management, Business Warrior is unique in it’s modular subscription based for an end-to-end lending solution; including Business Warrior’s offering of a decision engine related to credit.

Every supplier in the market falls somewhere on a spectrum with low costs and complicated underwriting on one end (SBA loans, banks, credit unions), and high costs and simple underwriting on the other end (merchant cash advance, etc.)

Marketing Agencies

The premium marketing services that we offer through our subsidiary, Helix House, competes with national and local digital marketing agencies such as KlientBoost, OpenMoves, WebFX, Zoek, and SmartSites. While Helix House is transitioning to sole focus on lender marketing services, our legacy marketing services face competition from other agencies as indicated above.

Helix House's transition to focus exclusively on lender marketing services under the Business Warrior umbrella strengthens the company's competitive edge. This shift harnesses the agency's established model of cultivating long-term client relationships, resulting in low turnover and fostering a stable, reliable revenue stream. By directing this client-centric approach towards lender marketing, Business Warrior leverages Helix House's proven track record of growth and client reinvestment. This strategic move is designed to enhance profitability for both the agency and its lending clients, ensuring a symbiotic path to sustained revenue growth and market success. Leveraging its history of nurturing enduring client relationships, Helix House brings its distinct attributes to aid lenders in acquiring more borrowers. By employing strategies that balance agency services, analytics and media investment, Helix House ensures that lenders witness short- and long-term success, encouraging sustained partnership. Furthermore, focusing on revenue impact rather than superficial metrics cultivates trust and proves the effectiveness of the campaigns.

When lenders engage with both Business Warrior's PayPlan and Helix House's marketing services, they benefit from an optimized borrower funnel and enhanced data analysis, leading to increased profitability. This collaborative success, in turn, fuels Business Warrior's growth through escalated loan volumes, creating a win-win situation for all parties involved.

Lender specific marketing agencies are far and few between in the industry. While there is no direct competitor to lender marketing services, marketing agencies as mentioned in this section above remain our primary competition.

Employees and Key Consultants

As of August 31, 2023, we had 21 full-time employees, all of whom are based in the United States. We supplement our workforce with contractors and consultants globally.

Available information

Our website address is https://businesswarrior.com. We do not intend our website address to be an active link or to otherwise incorporate by reference the contents of the website into this Report. The public may read and copy any materials the Company files with the U.S. Securities and Exchange Commission (the “SEC”) at the SEC’s Public Reference Room at 100 F Street, NE, Washington, DC 20549. The public may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0030. The SEC maintains an Internet website (http://www.sec.gov) that contains reports, proxy and information statements and other information regarding issuers that file electronically with the SEC.

ITEM 1A. RISK FACTORS

N/A

ITEM 1B. UNRESOLVED STAFF COMMENTS

N/A

ITEM 2. PROPERTIES

We have an office lease in Scottsdale from our acquisition of Helix House, which we pay $6,000 per month and the lease expired on August 31, 2022. The entire organization now works remotely.

ITEM 3. LEGAL PROCEEDINGS

On March 18, 2022, the Company settled Case No. CV2020-050103, brought in the Arizona Superior Court in and for Maricopa County. The Company agreed to pay the plaintiff, Sabin Burrell, $325,000.00 and to deliver 7,500,000 shares of Company common stock. Payments required by the settlement agreement have been made.

Business Warrior Corporation vs. Timothy Li, CASE #: 8:22-cv-02144-DOC-ADS, United Stated District Court for the Central District of California

On November 28, 2022, the Company filed a complaint in United States District Court for the Central District of California, against Timothy Li, alleging breach of fiduciary duty, fraudulent concealment, civil theft under California Penal Code §§484 and 496, breach of duty of loyalty, and unfair competition in violation of CA Bus, & Prof. Code §§17200 et seq., in connection with the acquisition of FluidFi Inc. d/b/a Alchemy and the transfer by Timothy Li of $200,000 from accounts of FluidFi to Timothy Li after the closing of acquisition.

Mbocal And JKB Financial, Inc. Dba Level Finance, v. Fluidfi, Inc., Dba Alchemy Technologies; Business Warrior, Inc., and Business Warrior Funding, Inc.

Case No. 30-2023-01322081-CU-FR-CJC, Superior Court of California, Orange County, California

On April 25, 2023, MBOCAL and JKB Financial Inc. filed a lawsuit against FluidFi and two of the Company’s subsidiaries regarding a contract entered into by FluidFi prior to the Company’s acquisition of FluidFi. Plaintiffs are alleging fraud, fraudulent business practices, and breach of written contract. The complaint alleges that the contract at issue was entered into by Fluidfi and the Plaintiffs on August 10, 2020. The Company is vigorously defending the action and will seek indemnification for any adverse outcome.

Adam Spencer, ELEV8 Advisors Group LLC, EVRGRN Industries LLC v Business Warrior Corporation, Case No. CV2024-001136, Superior Court of Arizona, Maricopa County, Arizona

On January 26, 2024, Business Warrior Corporation was named in a lawsuit filed by Adam Spencer, ELEV8 Advisors Group LLC, EVRGRN Industries LLC, and derivatively on behalf of Business Warrior, alleging various causes of action related to the Company’s prior disclosed agreements with EVRGRN and ELEV8. The resolution of this dispute may influence the contingent liability recorded with EVRGRN. The Company believes that the lawsuit is without merit and is vigorously defending it. The Company is also contemplating filing a counterclaim in this matter.

Other than as set forth above, we are not a party to any material legal proceedings, nor is our property the subject of any material legal proceeding.

ITEM 4. MINE SAFETY DISCLOSURES

N/A

PART II

ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

Market Information

Our common stock is quoted on the OTC Pink marketplace under the symbol “BZWR”.

Set forth below are the range of high and low bid quotations for the periods indicated as reported by the OTC Pink marketplace. The market quotations reflect inter-dealer prices, without retail mark-up, mark-down or commissions and may not necessarily represent actual transactions.

Capital Stock

The Company has two classes of stock: common and preferred. The Company’s Certificate of Incorporation authorizes the issuance of up to 850,000,000 shares of Common Stock, par value $0.0001 per share, and 10,000,000 shares of preferred stock, par value $0.0001 per share. The descriptions of the Company’s equity securities as set forth below are qualified by reference to the Company’s articles of incorporation and the specific instruments creating such securities.

Common Stock

General

As of February 15, 2024, there were 506,961,773 shares of the registrant’s common stock issued and outstanding.

Voting Rights

Holders of Company’s Common Stock are entitled to one vote per share on each matter submitted to vote of the Company’s stockholders. Holders of Common Stock do not have cumulative voting rights.

Dividends

Subject to preferences that may be applicable to any then-outstanding preferred stock, holders of common stock are entitled to share in all dividends that the board of directors, in its discretion, declares from legally available funds. We have not historically declared or paid cash dividends on our common stock.

Other Rights

Stockholders do not have any preemptive rights or other similar rights to acquire additional shares of Company’s Common Stock or other securities. In the event of liquidation, dissolution or winding up, subject to preferences that may be applicable to any then-outstanding preferred stock, each outstanding share of Common Stock entitles its holder to participate ratably in all remaining assets of the Company that are available for distribution to stockholders after providing for each class of stock, if any, having preference over the common stock.

All outstanding shares of Common Stock are fully paid and non-assessable.

Warrants

The following summary of certain terms and provisions of the Warrants to purchase common stock (the Warrants) is not complete and is subject to, and qualified in its entirety by, the provisions of the Warrant, the form of which is filed as an exhibit hereto and incorporated by reference into the registration statement of which this prospectus supplement forms a part. Prospective investors should carefully review the terms and provisions of the form of Warrant for a complete description of the terms and conditions of the Warrants.

Warrants to purchase up to an aggregate of 186,136,207 shares of common stock were issued on October 11, 2022.

Duration and Exercise Price

Each Warrant has an exercise price per share equal to $0.012463. The Warrants are immediately exercisable and will expire on the fifth anniversary of their respective original issuance dates. The exercise price is subject to adjustment for certain dilutive issuances and the exercise price and number of shares of common stock issuable upon exercise of the Warrants is subject to adjustment in the event of stock dividends, stock splits, reorganizations or similar events.

Exercisability

The Common Warrants will be exercisable, at the option of each holder, in whole or in part, by delivering to us a duly executed exercise notice accompanied by payment in full for the number of shares of our common stock purchased upon such exercise (except in the case of a cashless exercise as discussed below). A holder (together with its affiliates) may not exercise any portion of such holder’s Common Warrant to the extent that the holder would own more than 4.99% of the outstanding shares of common stock immediately after exercise, except that upon at least 61 days’ prior notice from the holder to us, the holder may increase the amount of ownership of outstanding shares of common stock after exercising the holder’s Common Warrants up to 9.99% of the number of shares of common stock outstanding immediately after giving effect to the exercise, as such percentage ownership is determined in accordance with the terms of the Warrants. No fractional shares of common stock will be issued in connection with the exercise of a Common Warrant. In lieu of fractional shares, we will either pay the holder an amount in cash equal to the fractional amount multiplied by the exercise price or round up to the next whole share.

Cashless Exercise

A holder may elect to receive upon exercise (either in whole or in part) the net number of shares of common stock determined according to a formula set forth in the Warrants in lieu of making the cash payment otherwise contemplated upon such exercise in payment of the aggregate exercise price; provided that such election shall only be applicable if, at the time a holder exercises its Warrants, a registration statement registering the issuance of the shares of common stock underlying the Warrants under the Securities Act is not then effective or available.

Purchase Rights

If at any time the Company grants, issues or sells any Options, Convertible Securities or rights to purchase stock, warrants, securities or other property pro rata to the record holders of any class of Common Stock (the “Purchase Rights”), then the Holder will be entitled to acquire, upon the terms applicable to such Purchase Rights, the aggregate Purchase Rights which the Holder could have acquired if the Holder had held the number of shares of Common Stock acquirable upon complete exercise of this Warrant (without regard to any limitations or restrictions on exercise of this Warrant, including without limitation, the Maximum Percentage) immediately before the date on which a record is taken for the grant.

Fundamental Transaction

The Company shall not enter into any fundamental transaction, as described in the Warrants and generally including any merger with or into another entity, sale of all or substantially all of our assets, tender offer or exchange offer, or reclassification of our shares of common stock, unless (i) the Successor Entity assumes in writing all of the obligations of the Company under the Warrant and (ii) the Successor Entity (including its Parent Entity) is a publicly traded corporation whose common stock is quoted on or listed for trading on a national market or on OTC Markets or a successor thereto.

The Holder may elect, at its sole option, that the Company or the Successor Entity (as the case may be) shall purchase this Warrant from the Holder on the date of such request by paying to the Holder cash in an amount equal to the Black Scholes Value.  Payment of such amounts shall be made by the Company (or at the Company’s direction) to the Holder on or prior to the later of (x) the second (2^nd) Trading Day after the date of such request and (y) the date of consummation of such Fundamental Transaction.

Transferability

Subject to applicable laws, a Common Warrant may be transferred at the option of the holder upon surrender of the Warrant to us together with the appropriate instruments of transfer, opinions and payment of funds sufficient to pay any transfer taxes (if applicable).

Exchange Listing

There is no trading market available for the Warrants on any securities exchange or nationally recognized trading system. We do not intend to list the Warrants on any securities exchange or nationally recognized trading system.

Right as a Stockholder

Except as otherwise provided in the Warrants or by virtue of such holder’s ownership of shares of our common stock, the holders of the Warrants do not have the rights or privileges of holders of our common stock, including any voting rights, until they exercise their Warrants.

Preferred Stock

The Company is authorized to issue from time to time, in one or more series, 10,000,000 shares of “blank check” preferred stock, par value $0.001 per share, subject to any limitations prescribed by law, without further vote or action by the shareholders. Each such series of preferred stock shall have such number of shares, designations, preferences, voting powers, qualifications, and special or relative rights or privileges as shall be determined by the Company’s board of directors, which may include, among others, dividend rights, voting rights, liquidation preferences, conversion rights and preemptive rights. As of August 31, 2023, there were three series of preferred stock designated:

Series A. There are 15,500 Series A Preferred Shares authorized outstanding. The Series A Preferred are convertible into common shares and have voting rights equal to .01% of the Company’s common shares then outstanding for each Series A Preferred Share.

Series B. There are 100,000 Series B Preferred Shares authorized. As of August 31, 2023, there were 12,017 Series B shares issued. As of December 13, 2023 there are none issued and outstanding. The Series B shares have the following rights:

Series C. There are 50,000 Series C Preferred Shares authorized and 50,000 Series C Preferred Shares issued and outstanding. These shares were issued in conjunction with the FluidFi transaction and as part of the Company’s lawsuit against Timothy Li, is seeking the return of these shares. See Item 3 Legal Proceedings.

Dividends on Common Stock. The holders of the Series C Preferred Stock shall be entitled to any dividend that is payable to the holders of the Corporation’s common stock on the basis of the Series C Preferred having been converted into shares of common stock.

Preferred C Dividend. From and after the date of the issuance of any shares of Series C Preferred Stock, dividends at the rate per annum of seven percent (7%) of the Series C Original Issue Price ($100), plus the amount of previously accrued dividends, compounded annually, shall accrue on each share then outstanding

Ranking. The Series C Preferred Stock will, with respect to dividend rights and rights upon liquidation, winding-up or dissolution, rank: (a) senior to the Corporation’s Common Stock; (b) pari passu with respect to any other series of Preferred Stock, as set forth in the Certificate of Designations with respect to such Preferred Stock; and (c) junior to all existing and future indebtedness of the Corporation.

Voting. On any matter presented to the shareholders of the Corporation for their action or consideration at any meeting of shareholders of the Corporation (or by written consent of shareholders in lieu of meeting), each holder of outstanding shares of Series C Preferred Stock shall be entitled to cast the number of votes equal to the number of whole shares of Common Stock into which the shares of Series C Preferred Stock held by such holder are convertible

Election of Directors. The holders of record of the shares of Series C Preferred Stock, exclusively and as a separate class, shall be entitled to elect one (1) director of the Corporation.

Optional Conversion into Common Stock. Each share of Series C Preferred Stock shall be convertible, at the option of the holder thereof, at any time and from time to time, and without the payment of additional consideration by the holder thereof, into a number of fully paid and nonassessable shares of Common Stock determined as follows:

The original issuance price divided by the average closing price of a share of Common Stock on the principal exchange or market on which such shares are then trading for the 20 trading days immediately preceding the date upon which the Notice of Conversion is delivered to the Company. However, in no case shall the Series C Conversion price multiplied by the total number of shares of common stock issued and outstanding be less than $30,000,000; nor shall the Series C Conversion Price multiplied by the total number of shares of common stock issued and outstanding be more than Fifty Million Dollars ($50,000,000). In such case, the Series C Conversion Price shall be adjusted so that the Series C Preferred Conversion Price per share multiplied by the number of shares of common stock then issued and outstanding shall be $50,000,000.

Mandatory Conversion. Upon the Corporation achieving a Market Capitalization (“Market Capitalization” being the number of then issued and outstanding shares of Common Stock multiplied by the closing price for the Corporation’s shares of Common Stock as reported by its Principal Market) average One Hundred Fifty Million Dollars ($150,000,000) or more for the prior continuous 180 days prior to August 31, 2025, then (i) all outstanding shares of Series C Preferred Stock shall automatically be converted into shares of Common Stock, at the then effective conversion rate.

Redemption by the Company. Beginning 36 months from the Issuance Date of any shares of the Series C Preferred, if the Corporation’s Market Capitalization is above $50,000,000 but below $150,000,000, the Corporation may, at its election and in its sole discretion, redeem such shares of Series C Preferred Stock outstanding, for an amount per share equal to the Series C Preferred Initial Price plus any accrued and unpaid dividends due thereon.

Transfer Agent and Registrar

The transfer agent and registrar for our common stock is Pacific Stock Transfer Co., 6725 Via Austi Parkway, Suite 300, Las Vegas, NV 89119, Phone # (702) 361-3033.

Recent Sales of Unregistered Securities

In the first fiscal quarter, September 1, 2021 through November 30, 2021, the Company issued:

In the second fiscal quarter, December 1, 2021 through February 28, 2022, the Company issued:

In the third fiscal quarter, March 1, 2022 through May 31, 2022, the Company issued:

In the fourth fiscal quarter, June 1, 2022 through August 31, 2022, the Company issued:

All of the securities referred to, above, were offered and sold without registration under the Securities Act of 1933, as amended (the “Securities Act”) in reliance on the exemptions provided by Section 4(a)(2) of the Securities Act as provided in Regulation D promulgated thereunder. All of the foregoing securities as well the Common Stock issuable upon conversion or exercise of such securities, have not been registered under the Securities Act or any other applicable securities laws and are deemed restricted securities, and unless so registered, may not be offered or sold in the United States except pursuant to an exemption from the registration requirements of the Securities Act.

The offering and sales of securities did not involve a public offering; the Company made no solicitation in connection with the sale other than communications with the investors; the Company obtained representations from the investors regarding their investment intent, experience, and sophistication; and the investors either received or had access to adequate information about the Company in order to make an informed investment decision.

ITEM 6. SELECTED FINANCIAL DATA

N/A

ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Our management’s discussion and analysis provides a narrative about our financial performance and condition that should be read in conjunction with the audited and unaudited consolidated financial statements and related notes thereto included in this annual report on Form 10-K. This discussion contains forward looking statements reflecting our current expectations and estimates and assumptions about events and trends that may affect our future operating results or financial position. Our actual results and the timing of certain events could differ materially from those discussed in these forward-looking statements due to a number of factors, including, but not limited to, those set forth in the sections of this annual report on Form 10-K titled “Risk Factors” beginning at page 5 above and “Forward-Looking Statements” beginning at page 3 above.

Results of Operations

Years Ended August 31, 2023 and 2022

Revenues

For the twelve months ended August 31, 2023, and 2022 the Company had revenues of $4,297,122 and $3,710,370, respectively. Cost of sales were $3,110,737 and $1,253,649 for the period, representing 72% and 34% of revenue respectively. The increase in sales is attributed to an added revenue channel for the Company’s new product, PayPlan, and an increase in marketing agency revenue generated from the Company’s subsidiary, Helix. The increase in Cost of Sales was due to the business model from Helix having a high Cost of Sales associated with digital advertising costs. Additionally, the company had $1,058,580 of revenue in the last fiscal quarter ended August 31, 2023, which represents a 16% increase as compared to the previous quarter ended May 31, 2023. The majority of the increase in the quarter was due to revenue growth of $52,964 from the Company’s PayPlan product line, and $81,231 revenue growth in the Helix marketing agency subsidiary.

Operating Expenses

For the twelve-month period ending on August 31, 2023 and 2022 we had operating expenses of $4,143,270 and $6,272,413 respectively. The decrease is attributable to a reduction in advertising and promotion by 82%, general and administrative by 54%, and salaries and wages by 7%. The decreases in these expenses are attributable to the consolidation of expenses related to the two acquisitions made in the previous fiscal year, and narrowed focus on building new long-term monthly recurring revenue products (PayPlan) with one common vertical for all divisions of the company.

Net Loss

For the twelve months ended August 31, 2023 and 2022 we had Net (Loss) of $(5,298,196) and $(7,591,250), respectively. The operating loss for the period ending August 31, 2023 of $(2,956,885) compared to Operating Net (Loss) in the previous period of (3,815,692) is attributable to an increase in revenue, and a decrease in operating expenses.

Assets and Liabilities

Our total current assets decreased to $510,939 from $1,011,896 for the period ended August 31, 2023, compared to August 31, 2022. The decrease is attributable to a decrease in cash by $238,259, a decrease in the current portion of loans receivables of $24,139, and a decrease in Accounts Receivables by $367,908 compared to the previous twelve-month period. These decreases were slightly offset by an increase in the fair market value of investments of $86,000, and an increase of $43,350 of other current assets.

Total current liabilities increased to $6,264,834 from $3,021,749 during the twelve-month period ended August 31, 2023, compared to our year end August 31, 2022. The majority of the increase is attributable to a contract liability of $2,755,478 on August 31, 2023 compared to $0 on August 31, 2022. The increase reflects an increase in accounts payable and accrued liabilities to $1,904,281 compared to $1,063,345 on August 31, 2022. There is an increase in accrued dividends payable by $408,333 as of August 31, 2022 compared to $0 the previous year. This was offset by a decrease of $474,977 in deferred revenue, a decrease of $30,152 in the current portion of notes payable, and a decrease in an earn out payable of $300,000.

Total liabilities increased to $8,707,254 for the period ended August 31, 2023, compared to $3,248,034 for the period ended August 31, 2022. The increase is due to a line of credit for $1,629,801, derivative liability of $325,246, and non-current earnout payable of $300,000.

Liquidity and Capital Resources

Working Capital

Current liabilities as of August 31, 2023 and 2022 were $6,264,834 and $3,021,749 respectively, an increase of $3,243,085. The primary reason for the increase was an increase in an accrued contract liability of $2,755,478, net of discount $244,522 as of August 31, 2023, an increase in accounts payable and accrued liabilities of $840,936, and an accrued dividends payable of $408,333. This was offset by a decrease in deferred revenue of $474,977.

We currently do not have sufficient capital to fund our needs for the next 12 months. We rely on financing from convertible debt, promissory notes, and sale of stock to fund our operations.

Cash Flows

Operating Activities

Cash used by operating activities

The Company used $1,148,302 in cash from operating activities for the year ended August 31, 2023 as compared to a use of $3,777,749 for the year ended August 31, 2022. The Company had a decrease in Net Loss of $2,293,054 as compared to the previous twelve-month period. Depreciation and amortization increased by $213,537, amortization of debt discount increased by $484,270, accounts receivable decreased by $367,908 and accounts payable and accrued liabilities increased by $3,596,414. That was offset by increases in change in fair market value of derivative liability of $386,344, unrealized gain on investments $86,000, and a decrease in deferred revenue of $474,977.

The Company did experience an increase in expenses for salaries and wages in the Helix division, and for software development contractor costs due to inflation for the year ended August 31, 2023.

Cash from investing activities

The Company gained $169,639 in cash from investing activities for the year ended August 31, 2023 as compared to a use of $1,894,744 for the year ended August 31, 2022. The increase is attributed to net cash paid for business acquisition of $0 compared to $(1,328,596) on August 31, 2023 and August 31, 2022 respectively, a net positive change of $606,450 in the issuance of loans receivable, and $0 in the purchase of property and equipment compared to $(213,103) the previous year. The increases were slightly offset by a decrease in the amount of payments received on loans receivable by $169,639.

Cash from financing activities

The Company’s net cash from financing activities $740,403 for the year ended August 31, 2023 compared to $1,803,183 compared to the previous year ended August 31, 2022. The majority of the decrease is attributable to $0 in proceeds from issuance of common stock compared to $1,860,001 the previous year. This was offset by $766,000 in proceeds from the line of credit, and $78,357 in proceeds of notes payable.

Total cash and cash equivalents at the end of the year is $144,171 compared to $382,431 at the beginning of the year The decrease is attributable to Net cash of $(1,148,303) in operating activities and offset by $169,639 from investing activities and $740,403 in financing activities. 

Series A:

The Series A Preferred Stock was authorized in 2020 and each share of Series A preferred stock is convertible into 0.1% of the total number of shares of Common Stock outstanding at the Conversion Time.  On any matter presented to the shareholders of the Corporation for their action or consideration at any meeting of shareholders of the Corporation (or by written consent of shareholders in lieu of meeting), each holder of outstanding shares of Series A Preferred Stock shall be entitled to cast the number of votes equal to the number of whole shares of Common Stock into which the shares of Series A Preferred Stock held by such holder are convertible.

Series B Preferred Stock Purchase Agreements

On May 11, 2022, the Company filed a Designation of Series B convertible Preferred Stock with the state of Wyoming, designating 100,000 shares of the Series B Preferred Stock with a stated value of $100 per share. Each share of Series B Preferred Stock shall be convertible, at the option of the holder thereof, at any time and from time to time, and without the payment of additional consideration by the holder thereof, into that number of fully paid and nonassessable shares of Common Stock (whether whole or fractional) that have a Fair Market Value, in the aggregate, equal to the Series B Conversion Price. The “Series B Conversion Price” shall initially be equal to $100.00. Such initial Series B Conversion Price, and the rate at which shares of Series B Preferred Stock may be converted into shares of Common Stock, shall be subject to adjustment as provided below. “Fair Market Value” shall mean as of any date of determination, 80% of the average closing price of a share of Common Stock on the principal exchange or market on which such shares are then trading for the 20 trading days immediately preceding such date. Series B Preferred Stock do not have any voting rights except as required by law.

On May 31, 2022, the Company exchanged 12,491,967 shares of common stock for 9,994 series B preferred shares, and 2,528,056 shares of common stock for 2,023 series B preferred shares.

Series C:

The Series C Preferred Stock was authorized in 2022 and each holder of outstanding shares of Series C Preferred Common Stock shall be entitled to cast the number of votes equal to the number of whole shares of Common Stock into which the shares of Series C Preferred Stock held by such holder are convertible. The Series C Preferred Stock is convertible into common shares based upon the average closing price for a share of Common Stock on the principal exchange or market on which such shares are then trading for the 20 trading days immediately preceding the conversion date.  Notwithstanding the foregoing, in no case shall the Series C Conversion Price multiplied by the total number of shares issued and outstanding be more than Fifty Million Dollars ($50,000,000) (the “Market Capitalization Cap”). Should the Market Capitalization Cap be exceeded, the Series C Conversion Price per share multiplied by the number of shares then issued and outstanding shall be $50,000,000.

Going Concern

At August 31, 2023, we had a working capital deficit, stockholders’ deficit and accumulated deficit of $5,753,895, $6,237,986 and $16,663,133. We have generated minimal revenues and have incurred losses during the period. Accordingly, we will be dependent on future additional financing in order to expand our business, which the Company has subsequently raised additional capital as mentioned in the subsequent events. We are considered a development stage company in the digital technology and lending software industry. As of August 31, 2023, there is no assurance that we will be able raise sufficient capital to sustain our operations. We expect to incur further losses in the development of our business, all which casts substantial doubt about our ability to continue as a going concern. Our ability to continue as a going concern is dependent upon our ability to generate future profitable operations and/or to obtain the necessary financing to meet our obligations and repay our liabilities arising from normal business operations when they come due.

Application of Critical Accounting Policies

Use of Estimates

The preparation of these statements in accordance with United States generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses in the reporting period. The Company regularly evaluates estimates and assumptions related to fair value of assets acquired and liabilities assumed in business combinations, fair value of consideration issued in business combinations, valuation of convertible debenture conversion options, derivative instruments, deferred income tax asset valuations, financial instrument valuations, share-based payments, other equity-based payments, and loss contingencies. The Company bases its estimates and assumptions on current facts, historical experience, and various other factors that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the accrual of costs and expenses that are not readily apparent from other sources. The actual results experienced by the Company may differ materially and adversely from the Company’s estimates. To the extent there are material differences between the estimates and the actual results, future results of operations will be affected.

Revenue Recognition

The Company recognizes revenue in accordance with Accounting Standards Update 2014-09, “Revenue from contracts with customers,” (Topic 606). Revenue is recognized when a customer obtains control of promised goods or services. In addition, the standard requires disclosure of the nature, amount, timing, and uncertainty of revenue and cash flows arising from contracts with customers. The amount of revenue that is recorded reflects the consideration that the Company expects to receive in exchange for those goods. The Company applies the following five-step model in order to determine this amount: (i) identification of the promised goods in the contract; (ii) determination of whether the promised goods are performance obligations, including whether they are distinct in the context of the contract; (iii) measurement of the transaction price, including the constraint on variable consideration; (iv) allocation of the transaction price to the performance obligations; and (v) recognition of revenue when (or as) the Company satisfies each performance obligation. The Company’s main revenue stream is from sales of products. The Company recognizes as revenues the amount of the transaction price that is allocated to the respective performance obligation when the performance obligation is satisfied or as it is satisfied. Generally, the Company’s performance obligations are transferred to customers at a point in time, typically upon delivery.

Impairment of Long-Lived Assets

We continually monitor events and changes in circumstances that could indicate carrying amounts of long-lived assets may not be recoverable. When such events or changes in circumstances are present, we assess the recoverability of long-lived assets by determining whether the carrying value of such assets will be recovered through undiscounted expected future cash flows.

If the total of the future cash flows is less than the carrying amount of those assets, we recognize an impairment loss based on the excess of the carrying amount over the fair value of the assets. Assets to be disposed of are reported at the lower of the carrying amount or the fair value less costs to sell.

Stock-based compensation

We record stock-based compensation in accordance with ASC 718, Compensation – Stock Based Compensation, which requires the measurement and recognition of compensation expense based on estimated fair values for all share-based awards made to employees and directors, including stock options.

ASC 718 requires companies to estimate the fair value of share-based awards on the date of grant using an option-pricing model. We use the Black-Scholes option pricing model as its method in determining fair value. This model is affected by our stock price as well as assumptions regarding a number of subjective variables. These subjective variables include, but are not limited to our expected stock price volatility over the terms of the awards, and actual and projected employee stock option exercise behaviors. The value of the portion of the award that is ultimately expected to vest is recognized as an expense in the statement of operations over the requisite service period.

Financial Instruments

FASB ASC 820, Fair Value Measurements and Disclosures, defines fair value, establishes a framework for measuring fair value under generally accepted accounting principles and enhances disclosures about fair value measurements. Fair value is defined 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. Valuation techniques used to measure fair value, as required by ASC 820, must maximize the use of observable inputs and minimize the use of unobservable inputs.

Our assessment of the significance of a particular input to the fair value measurements requires judgment and may affect the valuation of the assets and liabilities being measured and their placement within the fair value hierarchy. The carrying values of accounts payable, convertible debentures and promissory note approximate fair values because of the short-term maturity of these instruments. Unless otherwise noted, it is management’s opinion that we are not exposed to significant interest, currency or credit risks arising from these financial instruments.

Basic and Diluted Net Loss Per Share

We compute net loss per share in accordance with ASC 260, Earnings per Share. ASC 260 requires presentation of both basic and diluted earnings per share (EPS) on the face of the statement of operations. Basic 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 gives 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 in determining the number of shares assumed to be purchased from the exercise of stock options or warrants. Diluted EPS excludes all dilutive potential shares if their effect is anti-dilutive.

Recent Accounting Pronouncements

We have implemented all other new accounting pronouncements that are in effect and that may impact its financial statements and does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations.

Off-Balance Sheet Arrangements

We do not have any off -balance sheet arrangements

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

N/A

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

BUSINERSS WARRIOR CORPORATION

CONSOLIDATED FINANCIAL STATEMENTS

AUIGUST 31, 2023

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and

Stockholders of Business Warrior Corporation

Opinion on the Financial Statements

We have audited the accompanying balance sheets of Business Warrior Corporation (the “Company”) as of August 31, 2023 and 2022, and the related statements of operations, stockholders’ equity, and cash flows for each of the years in the two-year period ended August 31, 2023, and the related notes (collectively referred to as the financial statements). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of August 31, 2023 and 2022, and the results of its operations and its cash flows for each of the years in the two-year period ended August 31, 2023, in conformity with accounting principles generally accepted in the United States of America.

Substantial Doubt about the Company’s Ability to Continue as a Going Concern

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 2, the Company has incurred net losses and negative cash flow from operations since inception. These factors, and the need for additional financing in order for the Company to meet its business plans raises substantial doubt about the Company’s ability to continue as a going concern. Our opinion is not modified with respect to that matter.

Basis for Opinion

These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on  the  Company’s  financial  statements  based  on  our  audits. We are a public  accounting  firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks.  Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

/s/ Accell Audit and Compliance, P.A.

We have served as the Company’s auditor since 2022.

Tampa, Florida

March 15, 2024

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