UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549  FORM 10-K  [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934  For the fiscal year ended February 28, 2022  or  [  ] TRANSITION REPORT PURSUANT TO 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
    
    (I.R.S. Employerincorporation or organization)
    
    Identification No.)  10800 Galaxie Avenue,
Ferndale, MI
    
    48220(Address of principal executive offices)
    
    (Zip Code)  Registrant’s telephone number, including area
code: (877) 787-6268  Securities registered pursuant to Section 12(b) of
the Act: None  Securities registered pursuant to section 12(g) of
the Act:  Title of each class
    
    Name of each exchange on which registeredCommon stock, $0.00001 par value
    
    OTC PINK  Indicate by check mark if the registrant is a well-known
seasoned issuer, as defined in Rule 405 of the Securities Act. [  ] Yes    [X] 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    [X] 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. [X] Yes    [  ] No  Indicate by check mark whether the registrant has
submitted electronically and posted on its corporate Web site, if any, 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). [X] Yes    [  ] No  Indicate by check mark if disclosure of delinquent
filers pursuant to Item 405 of Regulation S-K (§ 229.405 of this chapter) is not contained herein, and will not be contained, to
the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this
Form 10-K or any amendment to this Form 10-K. [X]  Indicate by check mark whether the registrant is a
large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or 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 Act). [  ] Yes    [X] No  The aggregate market value of the voting and non-voting
common equity held by non-affiliates of the registrant as of August 31, 2021 based upon the closing price reported on such date was approximately
$171,197,367. Shares of voting stock held by each officer and director and by each person who, as of August 31, 2021, may be deemed as
have beneficially owned more than 10% of the outstanding voting stock have been excluded. This determination of affiliate status is not
necessarily a conclusive determination of affiliate status for any other purpose.  As of May 24, 2022, there were 4,833,100,360 shares
of the registrant’s common stock issued and outstanding.  DOCUMENTS INCORPORATED BY REFERENCE  None.    Table of Contents



PagePART IItem 1.
    Business
    1Item 1A.
    Risk Factors
    9Item 1B.
    Unresolved Staff Comments
    9Item 2.
    Properties
    9Item 3.
    Legal Proceedings
    10Item 4.
    Mine Safety Disclosures
    10PART IIItem 5.
    Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
    10Item 6.
    Selected Financial Data
    23Item 7.
    Management’s Discussion and Analysis of Financial Condition and Results of Operations
    23Item 7A.
    Quantitative and Qualitative Disclosures About Market Risk
    31Item 8.
    Financial Statements and Supplementary Data
    31Item 9.
    Changes in and Disagreements with Accountants on Accounting and Financial Disclosures
    31Item 9A.
    Controls and Procedures
    31Item 9B.
    Other Information
    32PART IIIItem 10.
    Directors, Executive Officers and Corporate Governance
    32Item 11.
    Executive Compensation
    34Item 12.
    Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
    37Item 13.
    Certain Relationships and Related Transactions, and Director Independence
    38Item 14.
    Principal Accounting Fees and Services
    38PART IVItem 15.
    Exhibits, Financial Statement Schedules
    39Signatures
    41

ii

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION



Certain statements in this report contain or may contain
forward-looking statements. These statements, identified by words such as “plan”, “anticipate”, “believe”,
“estimate”, “should”, “expect” and similar expressions include our expectations and objectives regarding
our future financial position, operating results and business strategy. These statements are subject to known and unknown risks, uncertainties
and other factors, which may cause actual results, performance, or achievements to be materially different from any future results, performance
or achievements expressed or implied by such forward-looking statements. These forward-looking statements were based on various factors
and were derived utilizing numerous assumptions and other factors that could cause our actual results to differ materially from those
in the forward-looking statements. These factors include, but are not limited to, our ability to secure suitable financing to continue
with our existing business or change our business and conclude a merger, acquisition or combination with a business prospect, economic,
political and market conditions and fluctuations, government and industry regulation, interest rate risk, U.S. and global competition,
and other factors. Most of these factors are difficult to predict accurately and are generally beyond our control. You should consider
the areas of risk described in connection with any forward-looking statements that may be made herein. Readers are cautioned not to place
undue reliance on these forward-looking statements, which speak only as of the date of this report. Readers should carefully review this
report in its entirety, including but not limited to our financial statements and the notes thereto and the risks described in our Annual
Report on Form 10-K for the fiscal year ended February 28, 2021. We advise you to carefully review the reports and documents we file from
time to time with the Securities and Exchange Commission (the “SEC”), particularly our quarterly reports on Form 10-Q and
our current reports on Form 8-K. Except for our ongoing obligations to disclose material information under the Federal securities laws,
we undertake no obligation to release publicly any revisions to any forward-looking statements, to report events or to report the occurrence
of unanticipated events.



iii

PART I



ITEM 1. BUSINESS



Business Overview



Robotic Assistance Devices, LLC was incorporated in
the State of Nevada on July 26, 2016, as an LLC and was founded by current President Steve Reinharz. Mr. Reinharz, has 25+ years in various
leadership/ownership roles in the security industry and was part of a successful exit to a global multinational security company in 2004.
Mr. Reinharz started his first security integration company in 1996, which he grew to 30+ employees before closing that company in 2003.
In 2017, Robotic Assistance Devices LLC converted to a C Corporation, Robotic Assistance Devices, Inc. (“RAD”), through the
issuance of 10,000 common shares to its sole shareholder.



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



In 2017, AITX acquired all the ownership and equity
interests in RAD (the “Acquisition”). Before the Acquisition, AITX’s business focus had been transportation services,
and AITX was exploring the on-demand logistics market by developing a network of logistics partnerships. After the Acquisition, AITX shifted
its business focus to align with RAD’s mission. Since that time, AITX has been engaged in pursuing the delivery of artificial intelligence
(AI) and robotic solutions for operational, security, and monitoring needs. More specifically, the Company is focused on applying advanced
AI-driven technologies, paired with multi-use hardware and supported by custom software and cloud services, to intelligently automate
and integrate a variety of high-frequency security, concierge, and operational tasks.



Since substantially all of AITX’s operations
were disposed of with the transaction’s consummation, the Acquisition was treated as a reverse recapitalization effected by a share
exchange for financial accounting and reporting purposes. AITX recorded no goodwill or other intangible assets 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. Therefore, the assets, liabilities, and historical operations reflected in these financial statements are those of RAD as if
RAD had always been the reporting company.



RAD’s solutions are offered as a recurring monthly
subscription, typically with a minimum 12-month subscription contract. RAD’s solutions are expected to earn over 75% gross margin
over the life of each deployed asset when under subscription. RAD also sells units which generally limits gross margin to the 50% range.
 Specifically, RAD provides workflow automation solutions delivered through a system of hardware, software and cloud services. All
elements of hardware and software design offered by RAD are 100% designed, developed and owned by RAD.



Mission



AITX’s mission is to apply Artificial Intelligence
(AI) technology to solve enterprise problems categorized as expensive, repetitive, difficult to staff, and outside of the core competencies
of the client organization.



A short list of basic examples include:



1.
    Typical security guard-related functions such as monitoring a parking lot during and after hours and responding appropriately. This scenario applies to perimeters, interior yard areas, and related similar environments.2.
    Integrated hardware/software with AI-driven responses, simulating and expanding on what legacy or manned solutions could perform.3.
    Automation of common access control functions through technology utilizing facial recognition and machine vision, leapfrogging most legacy solutions in use today.

RAD’s first industry focus is the more than
$100 billion global security services market.1 RAD’s current goal is to disrupt and capture a significant portion of
both the human security guard market (over $30 billion)2 and “physical security” (video surveillance, access control,
visitor management, etc.) market (over $20 billion) through its innovative RAD solution ecosystem.

__________

1 https://www.statista.com/statistics/323113/distribution-of-the-security-services-market-worldwide/

2 https://www.statista.com/statistics/294206/revenue-of-security-services-in-the-us/




- 1 -


RAD solutions are unique because they:



1.
    Start with an AI-driven autonomous response utilizing cellular-optimized communications, while easily connecting to a human operator for a manned response, as needed.2.
    Use unique hardware purpose-built by RAD for delivery of these solutions. Various form factors have been customized to deliver this new functionality.3.
    Deliver services through RAD-developed software and cloud services, allowing enterprise IT groups to focus on core competencies instead of maintenance of complex video and security platforms.

AITX Subsidiaries



AITX owns and operates three (3) wholly-owned subsidiaries.



1.
    Robotic Assistance Devices, Inc. (RAD I) is the primary operating company of AITX. The company holds the dealer and  end-user contracts, employs all US employees, operates the California and Michigan facilities, and is the primary industry-facing entity of AITX. RAD I owns all intellectual property related to RADSoCTM, RAD Mobile SOCTM, RADGuardTM, and their core operating architecture. RAD I owns everything related to AITX’s line of stationary devices and their manufacturing. RAD I also implements and services the devices.2.
    Robotic Assistance Devices Group, Inc. (RAD G) is RAD G is an AITX subsidiary, separate from RAD I and RAD M, created for the purposes of expected future sales through a channel that is incompatible and non-competitive with RAD I’s existing channel. RAD G is focused on the development of advanced software and electronics solutions and hopes to have a solution in the marketplace by the end of 2022. The Company expects that this first solution, which will be software-only, will be marketed through RAD I. Additional solutions under development are likely to have a direct go-to-market strategy that complements RAD I’s strategy. Development efforts for these entities are highly confidential and will remain so until marketable solutions are ready to launch.3.
    Robotic Assistance Devices Mobile, Inc. (RAD M) is RAD M is an AITX subsidiary, separate from RAD I and RAD G, created for the purposes of future developments, partnerships, and marketing in which the Company may engage in the future. RAD M is focused on the development of autonomous mobile devices, both ground-based and airborne. RAD M’s first solution, the ROAMEOTM unmanned ground vehicle, incorporates RAD M technologies related to the development of custom chassis, drive train, power management, perception, and prediction. ROAMEO features technology from RAD I to perform its functions. The Company believes that ROAMEO will bring the first outdoor, rugged, commercial security and facility robot to market. This mobile solution will complement the stationary systems. ROAMEO is manufactured, implemented, and maintained by RAD I. ROAMEO  began serial production in RAD’s Michigan facility in  July 2021. RAD M will continue developing additional mobility solutions that RAD I will bring to market.

Background - First Commercial Rugged Outdoor
Security Robot



Mr. Reinharz started RAD in the summer of 2016. RAD
originally partnered with SMP Robotics Systems Corp. (SMP) and commercialized the SMP S5 Robot for the security market. RAD’s commercialization
of the platform focused on integrating traditional security industry manufacturers’ solutions onto the robotics platform. After
two paid proofs-of-concept for large utility companies (under NDA) and over 18 months of development and testing, RAD began deployments
with various Fortune 500 customers. These deployments were scheduled to start in October 2017 but were delayed until December 2017 due
to various supply chain challenges.



By March 2018 it was apparent that S5 platform was
not sustainable and RAD began to pull robots out of service.



The robots were rejected by customers due to unsatisfactory
reliability and some technical flaws that could not be solved, despite full efforts by SMP and RAD. RAD now considers this phase of the
company ‘Phase 1’ into robotics. The Company attempted over 40 deployments during this period.



RAD has had no contact with SMP Robotics since April
2018.



Much of RAD’s existing convertible debt was
acquired in support of the RAD/SMP robotics program. This convertible debt has largely been converted to long-term debt and warrants as
shown in these financial filings.




- 2 -


ROAMEO will deliver on AITX’s goal of bringing
the first outdoor, rugged, commercial security and facility robot to market. This mobile solution will complement the stationary systems
AITX already has operating in physical security applications serving customers in a wide range of environments.



Background – RAD’s 2nd
Generation Ecosystem



RAD’s primary strategy has always been to use
AI technology and modern systems to transform the security industry. Mobile robots, indoor and outdoor, are a part of that strategy. However,
to ultimately realize the delivery of these solutions, a set of “stationary robots” required development.



These stationary robots launched in April 2018 with
the Security Control and Observation Tower (SCOT), development of which began in August 2017. SCOT performs many of the same functions
as a stationary human security guard, plus many tasks that human guards cannot, and does so at approximately 15% of the cost. There is
no known comparable solution available today that blends technology, usability, unique features, and price. SCOT received an enthusiastic
response from the security market and industry accolades. SCOT’s positive reception reinvigorated RAD, which accelerated the development
of the software and cloud services that support SCOT. SCOT runs on the RAD Software SuiteTM. This software suite is a cloud and mobile
platform at the heart of all RAD security solutions.



A beta version SCOT was first shown to potential customers
at the end of February 2018 in an exposition held in Ohio that tested customer reception and elicited voice-of-the-customer input. SCOT
and the preliminary RAD Software Suite received a favorable customer response. Customer feedback was incorporated into SCOT, and ideas
on SCOT derivatives were added to the hardware development roadmap.



In April 2018, at the ISC West, a large annual physical
security event held in the United States, SCOT won three awards: (1) The Security Industry Association’s (SIA) New Product Award
for Law Enforcement/Guarding3, (2) A 2018 Secure Campus Award from Campus Security and Life Safety Magazine, and (3) A ‘Govie’
award for government security solutions from Security Today Magazine.



RAD has since won numerous awards for its solutions,
including:



RAD Light My WayTM,
Secure Campus 2022 Awards, in the categories of ‘Security & Personal Safety Devices’ & ‘Artificial Intelligence’



AVATM
3.0 with STANTM, Security Industry Association NPS Awards, in the
category of ‘Access Control Software, Hardware, Devices and Peripherals’



ROSATM
with RAD Light My Way, CBRE Innovation Challenge 2021, in the category of ‘Best Workplace Experience Solution Award’



ROSA 180TM,
American Security Today 2021 ASTORS Awards, in the categories of ‘Best Robotic Perimeter Protection’ & ‘Best Motion
Detection Solution’



RAD’s pivot to SCOT and its future derivatives
is complete, and RAD’s current facilities can produce a mix of up to 100 units per month with moderate additional investment in
equipment and manpower.



Introduction of RAD’s 3rd Generation
Solutions



On October 13, 2021, RAD presented it’s ‘3rd
Generation’ of solutions at an investor’s open house event. The event was held after market close, live streamed and made
available to any interested party. RAD debuted:



1.
    ROSA 3.0 – RAD’s best selling device for a variety of intrusion detection, loitering, monitoring and response purposes. New design, better lighting, communication, audio, uses RAD-G’s hardware.2.
    AVA 3.0 - RAD’s guard-gate replacement device. New design, better lighting, communication, audio, uses RAD-G’s hardware. Uses RADGuard 3.x.__________

3 SIA’s New Product Showcase recognizes
innovative products, services and solutions in electronic physical security, and SCOTTM’s award comes in the Law Enforcement/Guarding
Systems category. Technologies within the program are used in the protection of life and property in residential, commercial, and institutional
settings, displaying SCOTTM’s importance in long-range human detection and acting as a force multiplier for safety and defense
against outside threats.




- 3 -


3.
    SCOT 3.0 – Designs shown. Additional demand required for full production. Will continue with 2.x until shells in stock are sold out.4.
    Wally 3.0 - Designs shown. Additional demand required for full production. Will continue with 2.x until shells in stock are sold out.5.
    ‘Robotic Dogs’ – Partnership with Ghost Robotics shown. Additional details on RAD’s robotic dog solutions are expected to be presented in calendar year 2022.6.
    RAD Light My Way – RAD’s award winning personal safety software solution that utilizes RAD’s hardware. Sales to begun March 1, 2022.7.
    ROAMEO 2.1 – Newest version of ROAMEO, RAD’s rugged outdoor autonomous robot.

Software Solutions



RAD has created a variety of front-end and back-end
software solutions to power its ecosystem. RADGUARD is customer-facing software (on the touchscreens of RAD’s field devices), and
management solutions include RADSOC (Security Operations Center) and RADPMC (Property Management Center).



RAD has developed a variety of utilities that allow
automatic over-the-air updates, most of which are within a back-end application called SCOT Manager.



RAD has developed Visitor Management, Access Control,
and other applications itself instead of seeking to partner with legacy manufacturers. It is RAD’s opinion that the legacy paradigm
in the physical space underserves the markets in terms of cost, functionality, and integration.



RAD recently introduced its own Video Management System
into RADSOC, delivering a fully integrated solution that facilitates robust security and property management capabilities.



The Company believes that RAD’s ability to deliver
easy-to-use, easy-to-obtain, and easy-to-support software, combined with custom workflow-automation applications, is key to the Company’s
success.



Manufacturing & Assembly



RAD uses various domestic and overseas machine shops
for raw material procurement and machining of the required plastic and metal pieces that build RAD devices. RAD’s sourcing has redundancy
through use of multiple machine shops producing the same products for RAD. In addition, all pieces within any RAD device can be procured
from a choice of suppliers.



RAD’s margins are based on current small batch
production and assembly. The Company expects that economies of scale will drive greater gross margin as quantities and efficiencies increase.



Roadmap



RAD expects to introduce new products and updates
to several products during the remainder of 2022 and early 2023, including the following:



1) ROAMEO 3.0. This release will
have an updated physical design inline with the general ‘RAD 3.0 look’ as well as feature several custom components that will
significantly improve the robot’s long term autonomy.



2) RAD-dogs. Further details
to be released throughout the fiscal year.



3) ‘ROI’, RAD’s
entry into an existing market that we value between $ 250 million and $ 500million per year. The unit is in stealth mode and will be debuted
at our before the GSX trade show in Atlanta in September 2022.





RAD’s hardware and software have benefited from
continuous significant improvements and to date has over 1,500,000 paid operating hours.




- 4 -


Team and Culture



AITX has built a strong start-up culture based on
performance, sacrifice, and rewards. Attracting employees who can thrive in this environment requires a different approach to corporate
growth and development. RAD’s governing philosophy centers around the principles of “Emotional Intelligence. Self-awareness,
composure, internal motivation, empathy, and social skills are prerequisites for joining the RAD team, and each candidate interview begins
with a review of the foundational elements that comprise RAD culture.



Team members are open to multitasking and wearing
multiple hats, as situations demand. This allows management to focus on larger goals and long-term strategies. We try to ensure that our
entire staff shares the same core beliefs and values as the Company, allowing us to adapt and adjust quickly to changes that might grind
other companies to a halt. Members have been no stranger to the difficulties that face a startup, including unexpected setbacks, delays
in funding, or a cash crunch, but they have persevered with dedication and enthusiasm for our greater mission. They have met incredibly
tight deadlines, volunteered to make financial sacrifices, and assisted wherever and however they can.



We believe that RAD’s high-EQ work culture creates
productive, motivated employees that has allowed the Company to weather the difficult period of robot deployments and our transition to
2nd generation solutions.



Market Environment



RAD believes that its experience has shown that the
security market is ripe for disruption. It has captured the interest of many Fortune 500 companies. The Company believes that no other
company operating in the physical security space has the solutions, distribution channel, reputation, sales or support model to rival
RAD in the near term. In addition, the Company expects that the launch of RAD’s mobile solutions will significantly increase the
gap between it and would-be competitors. RAD will be a one-stop-shop for proven and comprehensive mobile and stationary workflow improvement
devices and systems.



RAD’s technology model includes a “new
paradigm” for the security industry: Security in a Box. Every RAD solution features connection to the RAD Software Suite, a platform
for AI processing, usage analytics, cloud-sided video, communications interface, audit logs, and much more.



Positive market reception for RAD solutions is due
to the following conditions:



1.
    The security guard industry is characterized by poor customer satisfaction and industry consolidation. It’s self-described to be a “race to the bottom” to provide the lowest cost to end-users who require at least some level of security services for crime deterrence and insurance purposes. There are 1.1 million security guards in the United States and the security guard industry represents over $20 billion in annual sales. The average security guard hourly rate is $20 per hour.2.
    Enterprise organizations’ security divisions/groups are continuously challenged to reduce cost. For example, Universal Parcel Service (UPS) spends over $120 million per year in security guard services, Lockheed Martin over $60 million per year, and NBC Universal over $25 million per/year. The security guard industry has not had any significant disruption or innovation since its inception.3.
    Guard companies struggle to offer quality service at a reasonable price. Security organizations are eagerly receptive to solutions that improve performance and reduce cost. Guard companies are facing a worker shortage, to the point that they are turning away customers. There is a glut of low-wage jobs available, and compared to opportunities in the retail and service sector, guard positions are undesirable. The work is lonely and boring, and there is little or no room for career growth. Security companies have two alternatives; drastically increase hourly pay to attract more candidates, or automate their processes to require fewer workers who perform more interesting jobs. The former option is expected to increase the cost of services to the end-user; the latter option is expected to reduce the price while delivering security services that may equal or exceed the quality of services performed by individual guards. RAD is uniquely positioned to facilitate this second model, thereby helping to eliminate the staffing crisis for guard companies who embrace RAD’s solutions.4.
    RAD’s device rental model delivers significantly lower operating costs. With RAD’s current stationary solutions retailing from under $1/hour to $5/hour, customers immediately benefit from substantial savings and more comprehensive security.5.
    RAD’s services options allow end-users to incorporate or fully replace their existing Security Operation Centers with RAD solutions. RAD’s “Solutions-As-A-Service” Rental Program offers customized options to help organizations achieve operational and security goals.


- 5 -


The above conditions speak to the historical lack
of innovation in the guarding market. RAD upends this tradition by approaching security challenges through a truly revolutionary approach.
The market is now positioned for major disruption with the application of AI-based solutions, as lead by RAD. As such, the interest in
RAD solutions has been overwhelming. Major companies, including the largest U.S. guarding company, are aligning with RAD to offer these
services to their customer base.



Prospective ROAMEO Impact



The Company’s release of ROAMEO positions it
as a near-competitor to Knightscope, a Palo Alto based robotics company in business since 2012. RAD’s approach is different from
Knightscope’s on many elements of technology.



RAD expects that a small number of expected ROAMEO
orders will make a substantial impact on RAD’s financial performance and create momentum for significant adoption of the entire
RAD lineup.



Customer Acceptance of RAD Solutions



RAD end-users include one Fortune Top 10 company and
a number of other Fortune 500 companies. RAD is currently deployed in logistics, commercial real estate, healthcare, amusement, manufacturing
and retail industries. The Company believes that if RAD is ultimately deployed to only 5% of the facilities within any of these industries,
the Company will be profitable.



RAD’s batch production of SCOTs & WALLYs
have all been committed prior to the completion of the production cycle, with an average delivery time of 45 days. RAD has set a goal,
predicated on steady demand, to reduce delivery time to 15 days.



RAD Industry Leadership Role



Mr. Reinharz has earned a prominent role as a spokesperson
for AI and change in the security industry. He has lectured and participated in several panels for some of the security industry’s
largest events and organizations. Mr. Reinharz sits on the SIA’s Autonomous Working Group committee, which is dedicated to helping
shape the industry and support progressive legislation. Most recently, Mr. Reinharz provided a lecture to NYC’s ASIS CPP group that
qualified as a continuing education credit.



It is expected that Mr. Reinharz will continue his
promotion of the new paradigm for the next few years until adoption is widespread.



Go To Market Strategy



RAD’s strategy continues to focus on the creation
and support of a strong dealer channel. This approach affords multiple benefits to RAD with few downsides. RAD has successfully integrated
through the largest U.S. guarding company and recently signed another top-three guarding company as a RAD dealer. Furthermore, RAD has
been signing up and developing mid-sized and smaller dealers. RAD is on track to establish a focused group of dealers, most of whom will
exclusively represent RAD solutions.



Supplemental to nurturing a solid dealer channel,
RAD will, under certain circumstances, accept subscriptions directly from end-users. These situations are largely characterized by the
end-user not having a guarding company, having a guarding company that RAD does not want as a dealer, or other extenuating circumstances.
RAD has no desired ratio of dealer vs. direct subscriptions. Dealer subscriptions remain the primary focus.



Competition



RAD has no direct competition save for one immediate
competitor and one potential competitor.



RAD is considered part of the “drones”
category of the security industry, although at RAD we consider ourselves to be in the workflow automation industry.



RAD deliberately restricts information that is public
for three main reasons:



1.
    Usually, activities are covered by mutual non-disclosure agreements and RAD generally will not ask for permission to publicize customer activities.2.
    These are generally security applications, and most companies prefer not to advertise the details of their security systems.3.
    Until RAD hits the “tipping point,” we prefer to keep our solutions somewhat stealth so as not to give our would-be competitors ideas to copy.


- 6 -


We anticipate that, eventually, some competition may
enter the market. RAD seeks to maintain a 2+ year competitive advantage through a broad line of hardware solutions, the fastest and smoothest
user interface, and the strongest feature set with the most mature back-end. Furthermore, RAD seeks to expand its sales staff and become
the dominant incumbent in this new market that it has created.



COVID-19 Impact



The Company had little COVID-19 impact until the release
of the 3.0 line. The little COVID-19 impact was due to early purchasing and inventory build up in anticipation of the supply chain disruptions.



The 3.0 lineup uses a variety of new equipment that
we could not accumulate. The Company is presently experiencing issues caused by the ongoing supply chain constraints on these new components
and pieces of equipment. Furthermore, shipping delays have impacted the timeliness of parts deliveries. Additionally shipping and component
costs have been increasing.



These facts put negative pressure on our gross margins
and add delays between the time an order is received and the time that order can be implemented and start generating revenue.



The greatest impact of COVID-19 remains it’s
affect on labor. Namely the reduction of available workers for both the security industry – which is spurring demand for RAD solutions
– and the increasing costs and reduction in availability of RAD staff in the software development and assembly areas. As such, the
pandemic’s long term impact will be generally positive as customers gravitate towards our solutions. Additionally the higher wages
we are paying our team members help assure continuation of our high employee retention rate.



Employees



As of May 25, 2022, we have 83 employees, including
full-time global contract employees. None of our employees are represented by a union. We consider our employee relations to be excellent.
AITX is rolling out its approved (April 2021 8-K) ESOP to all employees during the summer of 2022.



Accomplishments & Highlights



AITX, and its subsidiaries RAD I, RAD M, and RAD G,
list of accomplishments highlights successes in adding to the strength of its executive leadership team, expanding its sales and distribution
channels, launching new products, while growing its presence, visibility and profile within its existing marketplaces. Milestones and
accomplishments over the past 12 months include:



SOC 2 Compliance



The SOC 2 Report has become a benchmark standard,
and now an often-specified requirement, in the software procurement process. Established by the American Institute of Certified Public
Accountants (AICPA), criteria and reporting principles are outlined as a means for organizations to create a documented framework of policies
and procedures to prove how they manage and secure data in the cloud and ensure protection of customer privacy and ensure internal communications
are suitably handled. This achievement reflects the Company’s stated goals of best-in-class data protection and internal processes.



●
    Implementation of ERP (enterprise resource planning) System

During the fiscal year the Company made a strategic
investment in state-of-the-art ERP software to optimize its business process management, production capabilities and to better serve customers.
The Company expects to have greater visibility on sales activities, trends, lead management and sales forecasting utilizing the new ERP.



●
    Announced Strategic Alliances and Partnerships

The Company took steps to integrate its technology
portfolio with other tech companies, working to bring solutions to market in a faster, more financially efficient manner. Announced alliances
include:



March 24, 2021 - RAD to Integrate EAGL Gunshot Detection
Technology into All Security Devices

https://radsecurity.com/robotic-assistance-devices-to-integrate-eagl-gunshot-detection-technology-into-all-security-devices/



August 19, 2021 - AITX Announces Details of Strategic
Relationship with Ghost Robotics Corporation

https://radsecurity.com/aitx-announces-details-of-strategic-relationship-with-ghost-robotics-corporation/



●
    Authorized Dealers Added to Dealer Network


- 7 -


RAD has more than 40 authorized dealers across the
United States, Canada, and the EU, with plans for continued expansion. Dealers include the largest security companies in the world, including
Allied Universal and Securitas. The ongoing addition of authorized dealers introduces and delivers RAD products to new markets. Dealer
announcement and highlights include:



March 5, 2021 - RAD Announces Dealer Agreement with
St. Moritz Security Services

https://radsecurity.com/robotic-assistance-devices-announces-dealer-agreement-with-st-moritz-security-services/



March 11, 2021 - RAD Announces Dealer Agreement with
DSI

https://radsecurity.com/rad-announces-dealer-agreement-with-dsi/



May 24, 2021 - RAD Secures New Orders, Signs Two New
Dealers, Pro Security Group and a Canadian Dealer

https://radsecurity.com/robotic-assistance-devices-secures-new-orders-signs-two-new-dealers/



June 17, 2021 - RAD Signs L&P Global Security
as a New Dealer with Initial Unit Commitment

https://radsecurity.com/robotic-assistance-devices-signs-lp-global-security-as-a-new-dealer-with-initial-unit-commitment/



August 4, 2021 - RAD Announces Dealer Agreement with
BSN Security, LLC

https://radsecurity.com/rad-announces-dealer-agreement-with-bsn-security-llc/



December 2, 2021 - RAD Signs EPIC Security Works as
New Dealer and Receives 4 Unit ROSA Order

https://radsecurity.com/rad-signs-epic-security-works-as-new-dealer-and-receives-4-unit-rosa-order/



December 17, 2021 - RAD Receives Order for 10 ROSA
Stationary Security Robots from Recently Signed Dealer Vista Security Group

https://radsecurity.com/rad-receives-order-for-10-rosa-stationary-security-robots-from-recently-signed-dealer-vista-security-group/



February 1, 2022 - RAD Signs SekurCorp as New Dealer
and Receives AVA Order

https://radsecurity.com/rad-signs-sekurcorp-as-new-dealer-and-receives-ava-order/



February 18, 2022 - RAD Signs New Dealer and Receives
ROSA Order with Additional Units Expected

https://radsecurity.com/rad-signs-new-dealer-and-receives-rosa-order-with-additional-units-expected/



February 22, 2022 - RAD Receives 5 Unit ROSA Order
from Recently Signed Dealer Cancom Security Services

https://radsecurity.com/rad-receives-5-unit-rosa-order-from-recently-signed-dealer-cancom-security-services/



February 24, 2022 - RAD Signs Apex3 Systems as New
Dealer and Receives ROSA Order with Additional Units Expected

https://radsecurity.com/rad-signs-apex3-systems-as-new-dealer-and-receives-rosa-order-with-additional-units-expected/



●
    Return to Industry Conferences and Trade Shows

During the period, as COVID-19 concerns retreated,
RAD returned to attending and exhibiting at several regional conferences and national trade shows. At these conferences, it is common
for several from RAD’s sales team attend and conduct meeting with dealers, prospective clients and existing clients. RAD's participation
during FY 2022 included:



●
    ISC West 2021, the security industry’s premier trade show and conference, Las Vegas, NV, July 2021●
    NCS4, The National Center for Spectator Sports Safety and Security, Phoenix, AZ, November 2021●
    IAAPA (International Association of Amusement Parks and Attractions) 2021, the amusement and attractions industry’s leading show, Orlando, FL, November 2021

RAD will continue to attend conferences in FY 2023
within the security industry as well as targeted vertical markets where RAD solutions are in demand.



●
    Discussion on Sales

The sales funnel has grown significantly over the
course of this fiscal year. During the second half of the year the sales group increased substantially to five full time sales people
lead by a sr VP of sales. The first few months of any new employee are focused on training and results sometimes take 6 months from date
of hire.




- 8 -


In the fiscal year RAD added 311 sales opportunities
to the sales funnel. An opportunity is mostly defined as an account that is exhibiting a pain that can be solved by RAD, has a budget,
and has reached the point in the sales process where they have a quote they can sign. Management has identified that conversion of accounts
from opportunities to clients is low and has identified some of the reasons for the low conversion rate:



●
    Buyer fear of deploying new technology and the perceived risks associated with trying something new●
    Compliance questionnaires can take up 18 months, slowing down final approvals●
    Slow adoption of structural changes to Dealers sales processes and internal compensation programs

Despite this the sales funnel continues to grow in
size and quality. Management continues to ‘chip away’ at these change-related obstacles to sales by taking a high profile
approach to existing client success, continuously improving the hardware and software to continue to increase the value of our solutions
to end users.



Management expects device count deployments may be
between 250 and 1250 devices this fiscal year. As of May 2022 total devices deployed is approximately 250.



Uniformly end users and dealers report significant
problems with recruiting and retaining manned labor. This fact is the primary driver of clients’ and dealers interest in RAD solutions.
Management feels that the labor problem is going to increase in severity as inflationary pressures continue to drive up employee wages
(making guard services more expensive) and reduce economic activity (presumably forcing companies to search out lower cost solutions to
existing problems).



Management, based on daily conversations with clients,
dealers and prospects, feels very strongly that there will be continued increasing demand for the Company’s solutions.



●
    Additional Points of Interest

Management expects that as volume production grows,
starting with ROSA, the company can achieve significant improvements in cost of goods sold. Part of these savings will be passed to the
market in the form of reduced costs. Timing is dependent on parts costs reduction and timing of improvement of production efficiencies.



Management has registered a portfolio of Trademarks.
Management may, depending on budget and finance, seek to acquire utility patents for a few innovations that the Company feels desire patent
protection and are easily defensible.



Management suggests that revenue from device monitoring
from RAD partners could, over time, become up to 15% of company revenues. There is little to no cost associated with this revenue stream.



Legal Proceedings



See Item 3 - Legal Proceedings.



ITEM 1A. RISK FACTORS



Pursuant to Item 305(e) of Regulation
S-K (§ 229.305(e)), we are not required to provide the information required by this Item as it is a “smaller reporting company,”
as defined by Rule 229.10(f)(1).



ITEM 1B. UNRESOLVED STAFF COMMENTS



Not applicable.



ITEM 2. PROPERTIES



We maintain our corporate offices
at 701 North Green Valley Parkway, Suite 200, Henderson, Nevada, 89704 pursuant to a month-to-month lease. Our annual rental cost for
this facility is approximately $936 per year. RAD maintains a mailing address of 31103 Ranch Viejo Road, Suite D2114, San Juan Capistrano,
CA 92675, USA for a nominal fee of $264 per year. RAD entered into a 15-month lease at 18009 Sky Park Circle Suite E , Irvine, California
92614, that began on December 18, 2020 and terminated on March 31, 2022, at annual cost of  $46,308. This property is used as the
West Coast Sales and Service Center. The lease is not renewable.




- 9 -


On March 10, 2021 the Company
entered into a ten-year lease of a 29,316 square foot building located  at 10800 Galaxie Avenue,  Ferndale, Michigan 48220.
The lease began on May 1, 2021. These premises are being used for offices, manufacturing and distribution. The annual rental cost for
this facility is approximately $190,000, plus a proportionate share of operating expenses of approximately $28,000 annually



On January 28, 2022, the Company
entered into a 2-year lease agreement for office space at 1516 E Edinger, Santa Ana, California, 92705, commencing on February 1, 2022
through to January 31, 2024 with a minimum base rent of $1,500 per month. The Company paid a security deposit of $1,500



ITEM 3. LEGAL PROCEEDINGS



From time to time, we may become
involved in various lawsuits and legal proceedings which arise in the ordinary course of business. Litigation is subject to inherent uncertainties,
and an adverse result in these or other matters may arise from time to time that may harm our business. There are no legal proceedings
pending at this time.



In April 2019 the principals of
WeSecure filed lawsuit in California Superior Court seeking damages for non-payment of the remaining balance from the sale of WeSecure
assets. In June 2019, the case was settled for $180,000, payable in 14 monthly installments. The final installment   totaling
$25,000, unpaid consulting fees payable to the two principals through to September 2019 totaling $125,924, and labor code violations of
$48,434 all totaling $199,358 plus attorney’s fees and damages. The parties finally settled all claims with a full release for $180,000
in June 2019 payable in 14 monthly installments. The final $122,000 payment was made in March 2021.



ITEM 4. MINE SAFETY DISCLOSURES



Not applicable.



PART II



ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER
MATTERS AND ISSUER PURCHASE OF EQUITY SECURITIES



Market Information



AITX’s common stock began
trading on the “Over the Counter” Bulletin Board (“OTC”) under the symbol “AITX” in June 2011 and
as AITX on August 24, 2018. The following table sets forth, for the period indicated, the prices of the common stock in the over-the-counter
market, as reported and summarized by OTC Markets Group, Inc. On August 24, 2018, the Company undertook a 100:1 reverse stock split and
on March 27, 2020 a 10,000:1 reverse split. The share capital has been retrospectively adjusted accordingly to reflect this reverse stock
split, except for the conversion price of certain convertible notes as the conversion price is not subject to adjustment from forward
and reverse stock splits.



These quotations represent inter-dealer
quotations, without adjustment for retail markup, markdown, or commission and may not represent actual transactions. There is an absence
of an established trading market for the Company’s common stock, as the market is limited, sporadic and highly volatile, which may
affect the prices listed below.



High
    
    LowFiscal Year Ended February 28, 2022:Quarter ended February 28, 2022
    
    $
    0.03
    
    $
    0.02Quarter ended November 30, 2021
    
    $
    0.05
    
    $
    0.03Quarter ended August 31, 2021
    
    $
    0.09
    
    $
    0.03Quarter ended May 31, 2021
    
    $
    0.16
    
    $
    0.05Fiscal Year Ended February 28, 2021:Quarter ended February 28, 2021
    
    $
    0.29
    
    $
    0.00Quarter ended November 30, 2020
    
    $
    0.01
    
    $
    0.00Quarter ended August 31, 2020
    
    $
    0.10
    
    $
    0.00Quarter ended May 31, 2020
    
    $
    2.00
    
    $
    0.03

On May 12, 2022, the closing price
per share of the Company’s common stock as quoted on the OTC was $0.0126.




- 10 -


Dividends



To date, we have not paid dividends
on shares of the Company’s common stock and we do not expect to declare or pay dividends on shares of our common stock in the foreseeable
future. The payment of any dividends will depend upon our future earnings, if any, AITX’s financial condition, and other factors
deemed relevant by its Board of Directors.



Holders of Common Stock



As of May 12, 2022, there were
13 holders of AITX’s common stock of which 13 were active. The number of foregoing holders does not include beneficial owners of
common stock whose shares are held in the names of banks, brokers, nominees or other fiduciaries.



Common Stock



The Company is authorized to issue
5,000,000,000 shares of common stock, with a par value of $0.00001. The closing price of its common stock on May 12, 2022, as quoted by
OTC Markets Group, Inc., was $0.0126. There were 4,833,110,360 shares of common stock issued and outstanding as of May 12, 2022. All shares
of common stock have one vote per share on all matters including election of directors, without provision for cumulative voting. The common
stock is not redeemable and has no conversion or preemptive rights. The common stock currently outstanding is validly issued, fully paid
and non-assessable. In the event of liquidation of the Company, the holders of common stock will share equally in any balance of its assets
available for distribution to them after satisfaction of creditors and preferred shareholders, if any. The holders of the Company’s
common are entitled to equal dividends and distributions per share with respect to the common stock when, as and if, declared by the Board
of Directors from funds legally available.



Our Articles of Incorporation,
Bylaws, and the applicable statutes of the state of Nevada contain a more complete description of the rights and liabilities of holders
of our securities.



During the years ended February
28, 2022 and February 28, 2021, there was no modification of any instruments defining the rights of holders of the Company’s common
stock and no limitation or qualification of the rights evidenced by the Company’s common stock as a result of the issuance of any
other class of securities or the modification thereof.



On August 24, 2018, the Company
undertook a 100:1 reverse stock split and on March 27, 2020 the Company undertook a 10,000:1 reverse stock split. The share capital has
been retrospectively adjusted accordingly to reflect this reverse stock split, except for the conversion price of certain convertible
notes as the conversion price is not subject to adjustment from forward and reverse stock splits.



Non-cumulative voting



Holders of shares of the Company’s
common stock do not have cumulative voting rights, which means that the holders of more than 50% of the outstanding shares, voting for
the election of directors, can elect all of the directors to be elected, if they so choose, and, in that event, the holders of the remaining
shares will not be able to elect any of our directors.



Securities Authorized for Issuance under Equity
Compensation Plans



On April 14, 2021 the Company
adopted an Incentive Stock Plan where full details are disclosed in Exhibit 10.1 of the Company’s 8K filing of April 20,2021. Under
the plan the Company may grant options to service providers and employees to acquire up to 5,000,000 shares of the Company’s common
stock. The options will be under the varying terms and conditions of an agreement but the exercise price cannot be lower than 100% to
110% of the fair value of the stock at date of grant and the term of the grant can be no longer than 5 years.



As of the date of this filing
, no grants have been issued under this plan.




- 11 -


The following table shows the
number of shares of common stock that could be issued upon exercise of outstanding options and warrants, the weighted average exercise
price of the outstanding options and warrants, and the remaining shares available for future issuance.



Plan Category
    
    Number of Securities to
    be issued upon exercise
    of outstanding options,
    warrants and rights
    
    Weighted average
    exercise price of
    outstanding options,
    warrants and rights
    
    Number of securities
    remaining available for
    future issuanceEquity compensation plans approved by security holders.
    
    —
    
    —
    
    —Equity compensation plans not approved by security holders.
    
    —
    
    —
    
    —Total
    
    —
    
    —
    
    —

Preferred Stock



The Company is authorized to issue
up to 20,000,000 shares of $0.001 par value preferred stock. The board of directors is authorized to designate any series of preferred
stock up to the total authorized number of shares.



Series E Preferred Stock



The Board of Directors has designated
4,350,000 shares of Series E Preferred Stock. As of the date of this report, there are 3,350,000 shares of Series E Preferred Stock outstanding.
The Series E Preferred Stock ranks subordinate to the Company’s common stock as to distributions of assets upon liquidation, dissolution
or winding up of the Corporation. The Series E preferred stock is non-redeemable, does not have rights upon liquidation of the Company
and does not receive dividends. The outstanding shares of Series E Preferred Stock have the right to take action by written consent or
vote based on the number of votes equal to twice the number of votes of all outstanding shares of equity instruments with voting rights.
As a result, the holders of Series E Preferred Stock have 2/3rds of the voting power of all shareholders at any time corporate action
requires a vote of shareholders.



Series F Convertible Preferred Stock



The Board of Directors has designated
4,350 shares of Series F Convertible Preferred Stock with a par value of $1.00 per share. As of the date of this report, there are 2,532
shares of Series F Convertible Preferred Stock outstanding. The Series F Convertible Preferred Stock is non-redeemable, does not have
rights upon liquidation of the Company, does not have voting rights and does not receive dividends. Each holder may, at any time and from
time to time convert all, but not less than all, of their shares of Series F Convertible Preferred Stock into a number of fully paid and
nonassessable shares of common stock determined by multiplying the number of issued and outstanding shares of common stock of the Company
on the date of conversion by three and 45 100ths (3.45) on a pro rata basis. So long as any shares of Series F Convertible Preferred Stock
are outstanding, the Company shall not, without first obtaining the approval of the majority of the holders: (a) alter or change the rights,
preferences or privileges of any capital stock of the Company so as to affect adversely the Series F convertible preferred stock;
(b) create any Senior Securities; (c) create any pari passu Securities; (d) do any act or thing not authorized or contemplated by the
Certificate of Designation which would result in any taxation with respect to the Series F Convertible Preferred Stock under Section
305 of the Internal Revenue Code of 1986, as amended, or any comparable provision of the Internal Revenue Code as hereafter from time
to time amended, (or otherwise suffer to exist any such taxation as a result thereof).



Series G Preferred Stock



The board of directors has designated
100,000 shares of Series G Preferred Stock. As of the date of this report, there are no shares of Series G Preferred Stock outstanding.
The Series G preferred stock does not have voting rights, does not have rights upon liquidation of the Company and does not receive dividends.



Transfer Agent and Registrar



The Transfer Agent for our capital
stock is Transhare with an address at 15500 Roosevelt Boulevard, Suite 302, Clearwater, Florida 33760. Their telephone number is Office
phone: 303-662-1112.




- 12 -


Recent Sales of Unregistered Securities



The following is a summary of
transactions by AITX involving sales of its securities that were not registered under the Securities Act.



Date
    
    Transaction (*)
    
    Principal Converted
    
    Interest Converted
    
    Fees Converted
    
    Total Amount Converted
    
    Shares Issued**Number of shares outstanding February 28, 2017
    
    
    
    
    
    
    
    
    
    
    
    18March 7, 2017
    
    conversion
    
    $1,840
    
    $—
    
    $—
    
    $1,840
    
    1March 22, 2017
    
    conversion
    
    1,971
    
    —
    
    —
    
    1,971
    
    1March 27, 2017
    
    cancelation***
    
    —
    
    —
    
    —
    
    —
    
    (1)April 3, 2017
    
    conversion
    
    1,487
    
    3,397
    
    —
    
    4,884
    
    1April 7, 2017
    
    conversion
    
    1,000
    
    —
    
    —
    
    1,000
    
    1April 20, 2017
    
    conversion
    
    920
    
    —
    
    —
    
    920
    
    1April 24, 2017
    
    conversion
    
    6,876
    
    —
    
    —
    
    6,876
    
    1April 26, 2017
    
    conversion
    
    1,130
    
    —
    
    —
    
    1,130
    
    1May 2, 2017
    
    conversion
    
    1,130
    
    —
    
    —
    
    1,130
    
    1May 4, 2017
    
    conversion
    
    1,240
    
    —
    
    —
    
    1,240
    
    1May 4, 2017
    
    conversion
    
    8,854
    
    —
    
    —
    
    8,854
    
    1May 8, 2017
    
    conversion
    
    9,296
    
    —
    
    —
    
    9,296
    
    1May 12, 2017
    
    conversion
    
    1,432
    
    —
    
    —
    
    1,432
    
    1May 15, 2017
    
    conversion
    
    11,661
    
    —
    
    —
    
    11,661
    
    1May 15, 2017
    
    conversion
    
    1,550
    
    —
    
    —
    
    1,550
    
    2May 18, 2017
    
    conversion
    
    13,629
    
    —
    
    —
    
    13,629
    
    2May 23, 2017
    
    conversion
    
    9,684
    
    3,059
    
    —
    
    12,743
    
    1May 24, 2017
    
    conversion
    
    1,730
    
    —
    
    —
    
    1,730
    
    2May 30, 2017
    
    conversion
    
    1,890
    
    —
    
    —
    
    1,890
    
    2June 7, 2017
    
    conversion
    
    1,985
    
    —
    
    —
    
    1,985
    
    2June 9, 2017
    
    conversion
    
    2,085
    
    —
    
    —
    
    2,085
    
    2June 12, 2017
    
    conversion
    
    2,185
    
    —
    
    —
    
    2,185
    
    2June 14, 2017
    
    conversion
    
    2,295
    
    —
    
    —
    
    2,295
    
    2June 19, 2017
    
    conversion
    
    2,400
    
    —
    
    —
    
    2,400
    
    2June 20, 2017
    
    conversion
    
    2,500
    
    —
    
    —
    
    2,500
    
    3June 20, 2017
    
    conversion
    
    3,000
    
    358
    
    —
    
    3,358
    
    —June 22, 2017
    
    warrant exercise****
    
    —
    
    —
    
    —
    
    —
    
    3June 28, 2017
    
    conversion
    
    2,800
    
    —
    
    —
    
    2,800
    
    3June 28, 2017
    
    warrant exercise****
    
    —
    
    —
    
    —
    
    —
    
    3July 5, 2017
    
    conversion
    
    3,050
    
    —
    
    —
    
    3,050
    
    3July 6, 2017
    
    warrant exercise****
    
    —
    
    —
    
    —
    
    —
    
    3July 7, 2017
    
    warrant exercise****
    
    —
    
    —
    
    —
    
    —
    
    —July 7, 2017
    
    conversion
    
    3,400
    
    —
    
    —
    
    3,400
    
    3July 26, 2017
    
    conversion
    
    3,500
    
    —
    
    —
    
    3,500
    
    4July 28, 2017
    
    conversion
    
    9,750
    
    —
    
    —
    
    9,750
    
    1July 28, 2017
    
    conversion
    
    4,000
    
    —
    
    —
    
    4,000
    
    4August 2, 2017
    
    conversion
    
    75,000
    
    —
    
    —
    
    75,000
    
    4August 2, 2017
    
    conversion
    
    75,000
    
    2,483
    
    —
    
    77,483
    
    4August 4, 2017
    
    conversion
    
    11,184
    
    —
    
    —
    
    11,184
    
    —August 14, 2017
    
    conversion
    
    4,500
    
    —
    
    —
    
    4,500
    
    5August 21, 2017
    
    conversion
    
    4,700
    
    —
    
    —
    
    4,700
    
    5August 29, 2017
    
    conversion
    
    4,900
    
    —
    
    —
    
    4,900
    
    5September 5, 2017
    
    conversion
    
    26,250
    
    —
    
    —
    
    26,250
    
    5September 18, 2017
    
    conversion
    
    27,250
    
    —
    
    —
    
    27,250
    
    5September 27, 2017
    
    conversion
    
    29,000
    
    —
    
    —
    
    29,000
    
    6October 16, 2017
    
    conversion
    
    30,500
    
    —
    
    —
    
    30,500
    
    6October 16, 2017
    
    conversion
    
    10,000
    
    —
    
    —
    
    10,000
    
    —Number of shares outstanding February 28, 2018
    
    
    
    
    
    
    
    
    
    
    
    124


- 13 -


(continued)

Date
    
    Transaction (*)
    
    Principal Converted
    
    Interest Converted
    
    Fees Converted
    
    Total Amount Converted
    
    Shares Issued**April 16, 2018
    
    conversion
    
    132,160
    
    —
    
    —
    
    132,160
    
    6April 26, 2018
    
    conversion
    
    14,500
    
    —
    
    500
    
    15,000
    
    1May 1, 2018
    
    conversion
    
    26,250
    
    —
    
    —
    
    26,250
    
    3May 3, 2018
    
    conversion
    
    5,000
    
    —
    
    —
    
    5,000
    
    —May 7, 2018
    
    conversion
    
    27,900
    
    —
    
    —
    
    27,900
    
    3May 10, 2018
    
    conversion
    
    32,400
    
    —
    
    —
    
    32,400
    
    4May 11, 2018
    
    conversion
    
    14,500
    
    —
    
    500
    
    15,000
    
    2May 15, 2018
    
    conversion
    
    7,060
    
    —
    
    500
    
    7,560
    
    2May 15, 2018
    
    conversion
    
    8,000
    
    —
    
    —
    
    8,000
    
    1May 21, 2018
    
    conversion
    
    20,250
    
    —
    
    —
    
    20,250
    
    3May 22, 2018
    
    conversion
    
    6,075
    
    —
    
    —
    
    6,075
    
    1May 24, 2018
    
    conversion
    
    13,056
    
    3,300
    
    —
    
    16,356
    
    2May 30, 2018
    
    conversion
    
    8,182
    
    —
    
    —
    
    8,182
    
    2May 30, 2018
    
    conversion
    
    15,000
    
    —
    
    —
    
    15,000
    
    3June 7, 2018
    
    conversion
    
    2,922
    
    —
    
    —
    
    2,922
    
    1June 18, 2018
    
    conversion
    
    17,000
    
    —
    
    —
    
    17,000
    
    4June 19, 2018
    
    conversion
    
    14,500
    
    —
    
    500
    
    15,000
    
    3June 28, 2018
    
    conversion
    
    18,000
    
    —
    
    —
    
    18,000
    
    4June 28, 2018
    
    cancellation
    
    (7,060)
    
    —
    
    (500)
    
    (7,560)
    
    (2)July 5, 2018
    
    conversion
    
    14,500
    
    —
    
    500
    
    15,000
    
    4July 5, 2018
    
    conversion
    
    8,818
    
    —
    
    —
    
    8,818
    
    3July 11, 2018
    
    conversion
    
    10,200
    
    —
    
    —
    
    10,200
    
    4July 11, 2018
    
    conversion
    
    14,500
    
    —
    
    500
    
    15,000
    
    5July 19, 2018
    
    conversion
    
    16,000
    
    —
    
    500
    
    16,500
    
    5July 19, 2018
    
    conversion
    
    11,000
    
    1,366
    
    —
    
    12,366
    
    4July 23, 2018
    
    conversion
    
    14,500
    
    —
    
    500
    
    15,000
    
    7July 25, 2018
    
    conversion
    
    5,000
    
    —
    
    —
    
    5,000
    
    2July 31, 2018
    
    conversion
    
    11,000
    
    1,455
    
    —
    
    12,455
    
    6August 24, 2018
    
    conversion
    
    —
    
    15,300
    
    —
    
    15,300
    
    10August 27, 2018
    
    conversion
    
    5,500
    
    —
    
    500
    
    6,000
    
    10August 29, 2018
    
    conversion
    
    4,280
    
    —
    
    500
    
    4,780
    
    11August 30, 2018
    
    conversion
    
    6,000
    
    —
    
    —
    
    6,000
    
    10August 30, 2018
    
    rounding shares
    
    —
    
    —
    
    —
    
    —
    
    —August 31, 2018
    
    conversion
    
    20,000
    
    —
    
    —
    
    20,000
    
    11August 31, 2018
    
    conversion
    
    7,500
    
    —
    
    500
    
    8,000
    
    11September 5, 2018
    
    conversion
    
    8,800
    
    1,375
    
    —
    
    10,175
    
    13September 5, 2018
    
    conversion
    
    7,800
    
    —
    
    —
    
    7,800
    
    13September 7, 2018
    
    conversion
    
    7,000
    
    —
    
    500
    
    7,500
    
    13September 12, 2018
    
    conversion
    
    5,355
    
    —
    
    —
    
    5,355
    
    15September 12, 2018
    
    conversion
    
    6,500
    
    —
    
    500
    
    7,000
    
    14September 13, 2018
    
    conversion
    
    5,395
    
    —
    
    —
    
    5,395
    
    13September 13, 2018
    
    conversion
    
    3,436
    
    —
    
    500
    
    3,936
    
    14September 18, 2018
    
    conversion
    
    5,670
    
    —
    
    —
    
    5,670
    
    19September 20, 2018
    
    conversion
    
    3,448
    
    —
    
    500
    
    3,948
    
    19September 21, 2018
    
    conversion
    
    6,720
    
    —
    
    —
    
    6,720
    
    19September 24, 2018
    
    conversion
    
    5,250
    
    —
    
    —
    
    5,250
    
    18September 26, 2018
    
    conversion
    
    6,132
    
    —
    
    —
    
    6,132
    
    23September 28, 2018
    
    conversion
    
    3,084
    
    —
    
    500
    
    3,584
    
    23October 1, 2018
    
    conversion
    
    3,100
    
    —
    
    —
    
    3,100
    
    20October 3, 2018
    
    conversion
    
    4,030
    
    —
    
    —
    
    4,030
    
    26October 3, 2018
    
    conversion
    
    2,202
    
    —
    
    500
    
    2,702
    
    25October 5, 2018
    
    conversion
    
    2,750
    
    485
    
    —
    
    3,235
    
    16October 5, 2018
    
    conversion
    
    4,449
    
    —
    
    —
    
    4,449
    
    29October 8, 2018
    
    conversion
    
    8,835
    
    —
    
    —
    
    8,835
    
    105October 9, 2018
    
    conversion
    
    4,158
    
    —
    
    500
    
    4,658
    
    30


- 14 -


(continued)

Date
    
    Transaction (*)
    
    Principal Converted
    
    Interest Converted
    
    Fees Converted
    
    Total Amount Converted
    
    Shares Issued**October 10, 2018
    
    conversion
    
    4,988
    
    —
    
    —
    
    4,988
    
    29October 15, 2018
    
    conversion
    
    5,935
    
    —
    
    —
    
    5,935
    
    33October 18, 2018
    
    conversion
    
    9,000
    
    —
    
    —
    
    9,000
    
    113October 19, 2018
    
    conversion
    
    4,400
    
    713
    
    —
    
    5,113
    
    33October 23, 2018
    
    conversion
    
    9,840
    
    —
    
    —
    
    9,840
    
    317November 1, 2018
    
    conversion
    
    9,400
    
    —
    
    —
    
    9,400
    
    94November 5, 2018
    
    conversion
    
    6,195
    
    —
    
    —
    
    6,195
    
    52November 15, 2018
    
    conversion
    
    7,980
    
    —
    
    —
    
    7,980
    
    95November 27, 2018
    
    conversion
    
    3,850
    
    724
    
    —
    
    4,574
    
    123December 6, 2018
    
    conversion
    
    4,056
    
    797
    
    —
    
    4,853
    
    141December 7, 2018
    
    conversion
    
    2,034
    
    —
    
    —
    
    2,034
    
    66December 10, 2018
    
    conversion
    
    2,367
    
    —
    
    —
    
    2,367
    
    76December 10, 2018
    
    conversion
    
    2,333
    
    —
    
    500
    
    2,833
    
    91December 10, 2018
    
    conversion
    
    1,475
    
    —
    
    500
    
    1,975
    
    91December 10, 2018
    
    conversion
    
    3,348
    
    —
    
    —
    
    3,348
    
    90December 11, 2018
    
    conversion
    
    2,489
    
    —
    
    —
    
    2,489
    
    80December 11, 2018
    
    conversion
    
    4,340
    
    —
    
    —
    
    4,340
    
    140December 12, 2018
    
    conversion
    
    3,500
    
    —
    
    —
    
    3,500
    
    94December 12, 2018
    
    conversion
    
    6,600
    
    1,306
    
    —
    
    7,906
    
    213December 13, 2018
    
    conversion
    
    2,408
    
    —
    
    500
    
    2,908
    
    134December 13, 2018
    
    conversion
    
    3,426
    
    —
    
    —
    
    3,426
    
    111December 14, 2018
    
    conversion
    
    4,154
    
    —
    
    —
    
    4,154
    
    134December 18, 2018
    
    conversion
    
    4,368
    
    —
    
    —
    
    4,368
    
    141December 19, 2018
    
    conversion
    
    3,100
    
    —
    
    500
    
    3,600
    
    160December 19, 2018
    
    conversion
    
    1,000
    
    3,348
    
    —
    
    4,348
    
    161December 20, 2018
    
    conversion
    
    —
    
    —
    
    —
    
    —
    
    130December 20, 2018
    
    conversion
    
    2,155
    
    —
    
    500
    
    2,655
    
    169December 20, 2018
    
    conversion
    
    3,636
    
    —
    
    —
    
    3,636
    
    117December 20, 2018
    
    conversion
    
    7,480
    
    1,520
    
    —
    
    9,000
    
    333December 24, 2018
    
    conversion
    
    2,970
    
    —
    
    —
    
    2,970
    
    110December 26, 2018
    
    conversion
    
    3,213
    
    —
    
    —
    
    3,213
    
    143December 27, 2018
    
    conversion
    
    1,870
    
    1,381
    
    —
    
    3,252
    
    120December 28, 2018
    
    conversion
    
    3,700
    
    —
    
    500
    
    4,200
    
    227December 31, 2018
    
    conversion
    
    4,869
    
    —
    
    —
    
    4,869
    
    216December 31, 2018
    
    conversion
    
    5,365
    
    —
    
    —
    
    5,365
    
    290January 2, 2019
    
    conversion
    
    7,370
    
    1,562
    
    —
    
    8,932
    
    425January 7, 2019
    
    conversion
    
    3,360
    
    —
    
    —
    
    3,360
    
    240January 7, 2019
    
    conversion
    
    3,944
    
    —
    
    —
    
    3,944
    
    290January 8, 2019
    
    conversion
    
    4,080
    
    —
    
    —
    
    4,080
    
    300January 9, 2019
    
    conversion
    
    3,161
    
    —
    
    500
    
    3,661
    
    317January 10, 2019
    
    conversion
    
    3,380
    
    —
    
    —
    
    3,380
    
    325January 11, 2019
    
    conversion
    
    5,280
    
    1,150
    
    —
    
    6,430
    
    397January 11, 2019
    
    conversion
    
    3,625
    
    —
    
    —
    
    3,625
    
    290January 14, 2019
    
    conversion
    
    3,400
    
    —
    
    —
    
    3,400
    
    340January 15, 2019
    
    conversion
    
    4,100
    
    —
    
    —
    
    4,100
    
    410January 15, 2019
    
    conversion
    
    4,300
    
    —
    
    —
    
    4,300
    
    430January 17, 2019
    
    conversion
    
    4,800
    
    —
    
    —
    
    4,800
    
    480January 22, 2019
    
    conversion
    
    4,435
    
    —
    
    —
    
    4,435
    
    504January 22, 2019
    
    conversion
    
    4,230
    
    —
    
    —
    
    4,230
    
    470January 23, 2019
    
    conversion
    
    3,816
    
    —
    
    —
    
    3,816
    
    530January 25, 2019
    
    conversion
    
    3,781
    
    —
    
    —
    
    3,781
    
    556January 28, 2019
    
    conversion
    
    3,276
    
    —
    
    —
    
    3,276
    
    585January 29, 2019
    
    conversion
    
    3,690
    
    —
    
    —
    
    3,690
    
    615January 29, 2019
    
    conversion
    
    3,870
    
    —
    
    —
    
    3,870
    
    645


- 15 -


(continued)

Date
    
    Transaction (*)
    
    Principal Converted
    
    Interest Converted
    
    Fees Converted
    
    Total Amount Converted
    
    Shares Issued**January 30, 2019
    
    conversion
    
    4,080
    
    —
    
    —
    
    4,080
    
    680January 31, 2019
    
    conversion
    
    4,500
    
    —
    
    —
    
    4,500
    
    750January 31, 2019
    
    conversion
    
    4,290
    
    —
    
    —
    
    4,290
    
    715February 4, 2019
    
    conversion
    
    4,740
    
    —
    
    —
    
    4,740
    
    790February 5, 2019
    
    cancellation
    
    (2,658)
    
    —
    
    —
    
    (2,658)
    
    (17)February 5, 2019
    
    conversion
    
    4,980
    
    —
    
    —
    
    4,980
    
    830February 12, 2019
    
    conversion
    
    5,340
    
    —
    
    —
    
    5,340
    
    890February 14, 2019
    
    conversion
    
    5,236
    
    —
    
    —
    
    5,236
    
    935February 21, 2019
    
    conversion
    
    4,956
    
    —
    
    —
    
    4,956
    
    900Number of shares outstanding February 28, 2019
    
    
    
    
    
    
    
    
    
    
    
    20,026May 6, 2019
    
    conversion
    
    5,768
    
    —
    
    —
    
    5,768
    
    1,030May 6, 2019
    
    conversion
    
    15,000
    
    —
    
    —
    
    15,000
    
    882May 6, 2019
    
    conversion
    
    11,900
    
    —
    
    —
    
    11,900
    
    992May 7, 2019
    
    conversion
    
    6,048
    
    —
    
    —
    
    6,048
    
    1,080May 7, 2019
    
    conversion
    
    11,900
    
    —
    
    —
    
    11,900
    
    992May 8, 2019
    
    conversion
    
    6,384
    
    —
    
    —
    
    6,384
    
    1,140May 8, 2019
    
    conversion
    
    11,800
    
    —
    
    —
    
    11,800
    
    983May 8, 2019
    
    conversion
    
    7,312
    
    —
    
    500
    
    7,812
    
    1,240May 9, 2019
    
    conversion
    
    12,500
    
    —
    
    —
    
    12,500
    
    1,136May 10, 2019
    
    conversion
    
    7,200
    
    —
    
    —
    
    7,200
    
    655May 8, 2019
    
    conversion
    
    4,400
    
    —
    
    —
    
    4,400
    
    1,000May 13, 2019
    
    conversion
    
    7,493
    
    —
    
    —
    
    7,493
    
    1,338May 13, 2019
    
    conversion
    
    12,650
    
    3,786
    
    —
    
    16,436
    
    1,957May 21, 2019
    
    conversion
    
    3,281
    
    —
    
    —
    
    3,281
    
    586May 22, 2019
    
    conversion
    
    11,550
    
    3,526
    
    —
    
    15,076
    
    2,094July 11, 2019
    
    conversion
    
    11,000
    
    3,984
    
    —
    
    14,984
    
    1,921July 25, 2019
    
    conversion
    
    8,584
    
    —
    
    —
    
    8,584
    
    2,000July 30, 2019
    
    conversion
    
    16,940
    
    6,350
    
    —
    
    23,290
    
    3,882July 31, 2019
    
    conversion
    
    9,872
    
    —
    
    —
    
    9,872
    
    2,300August 2, 2019
    
    conversion
    
    10,301
    
    —
    
    —
    
    10,301
    
    2,400August 8, 2019
    
    conversion
    
    21,450
    
    8,170
    
    —
    
    29,620
    
    4,937August 11, 2019
    
    conversion
    
    10,945
    
    —
    
    —
    
    10,945
    
    2,550August 11, 2019
    
    conversion
    
    5,837
    
    —
    
    —
    
    5,837
    
    1,360August 12, 2019
    
    conversion
    
    8,800
    
    —
    
    —
    
    8,800
    
    2,750August 12, 2019
    
    conversion
    
    13,915
    
    5,337
    
    —
    
    19,252
    
    4,011August 13, 2019
    
    conversion
    
    3,528
    
    —
    
    —
    
    3,528
    
    1,260August 14, 2019
    
    conversion
    
    5,920
    
    —
    
    —
    
    5,920
    
    2,960August 15, 2019
    
    conversion
    
    12,650
    
    4,877
    
    —
    
    17,527
    
    5,842August 15, 2019
    
    conversion
    
    6,200
    
    —
    
    —
    
    6,200
    
    3,100August 16, 2019
    
    conversion
    
    8,060
    
    —
    
    —
    
    8,060
    
    4,030August 19, 2019
    
    conversion
    
    6,784
    
    —
    
    —
    
    6,784
    
    4,240August 20, 2019
    
    conversion
    
    7,136
    
    —
    
    —
    
    7,136
    
    4,460August 20, 2019
    
    conversion
    
    12,100
    
    4,705
    
    —
    
    16,805
    
    7,002August 21, 2019
    
    conversion
    
    4,284
    
    5,628
    
    —
    
    9,912
    
    4,690August 22, 2019
    
    conversion
    
    —
    
    6,348
    
    —
    
    6,348
    
    5,290August 23, 2019
    
    conversion
    
    —
    
    4,400
    
    —
    
    4,400
    
    5,500August 26, 2019
    
    conversion
    
    7,810
    
    3,068
    
    —
    
    10,878
    
    9,065August 26, 2019
    
    conversion
    
    —
    
    3,416
    
    —
    
    3,416
    
    4,270August 27, 2019
    
    conversion
    
    —
    
    2,240
    
    —
    
    2,240
    
    2,800August 29, 2019
    
    conversion
    
    —
    
    5,344
    
    —
    
    5,344
    
    6,680September 3, 2019
    
    conversion
    
    —
    
    5,616
    
    —
    
    5,616
    
    7,020September 3, 2019
    
    conversion
    
    6,149
    
    2,449
    
    —
    
    8,598
    
    14,329


- 16 -


(continued)

Date
    
    Transaction (*)
    
    Principal Converted
    
    Interest Converted
    
    Fees Converted
    
    Total Amount Converted
    
    Shares Issued**September 4, 2019
    
    conversion
    
    —
    
    2,956
    
    —
    
    2,956
    
    7,390September 5, 2019
    
    conversion
    
    —
    
    3,240
    
    —
    
    3,240
    
    8,100September 6, 2019
    
    conversion
    
    —
    
    3,560
    
    —
    
    3,560
    
    8,900September 9, 2019
    
    conversion
    
    —
    
    3,752
    
    —
    
    3,752
    
    9,380September 10, 2019
    
    conversion
    
    —
    
    3,944
    
    —
    
    3,944
    
    9,860September 10, 2019
    
    conversion
    
    6,826
    
    2,750
    
    —
    
    9,575
    
    15,959September 11, 2019
    
    conversion
    
    —
    
    4,129
    
    —
    
    4,129
    
    10,300September 12, 2019
    
    conversion
    
    2,447
    
    2,233
    
    —
    
    4,680
    
    11,700September 13, 2019
    
    conversion
    
    4,920
    
    —
    
    —
    
    4,920
    
    12,300September 16, 2019
    
    conversion
    
    2,818
    
    2,342
    
    —
    
    5,160
    
    12,900September 17, 2019
    
    conversion
    
    —
    
    2,960
    
    —
    
    2,960
    
    7,400September 18, 2019
    
    conversion
    
    —
    
    4,760
    
    —
    
    4,760
    
    11,900September 19, 2019
    
    conversion
    
    —
    
    2,920
    
    —
    
    2,920
    
    7,300September 20, 2019
    
    conversion
    
    202
    
    1,998
    
    —
    
    2,200
    
    5,500September 25, 2019
    
    conversion
    
    4,506
    
    234
    
    —
    
    4,740
    
    12,600October 3, 2019
    
    conversion
    
    5,651
    
    349
    
    —
    
    6,000
    
    15,000October 10, 2019
    
    conversion
    
    3,760
    
    280
    
    —
    
    4,040
    
    10,100October 25, 2019
    
    conversion
    
    2,584
    
    556
    
    —
    
    3,140
    
    15,700November 4, 2019
    
    conversion
    
    2,926
    
    354
    
    —
    
    3,280
    
    16,400November 27, 2019
    
    conversion
    
    2,970
    
    770
    
    —
    
    3,740
    
    18,700January 3, 2020
    
    conversion
    
    —
    
    2,640
    
    —
    
    2,640
    
    13,200January 27, 2020
    
    conversion
    
    3,360
    
    —
    
    —
    
    3,360
    
    16,800February 1, 2020
    
    cancellation
    
    (3,360)
    
    —
    
    —
    
    (3,360)
    
    (16,800)February 5, 2020
    
    cancellation
    
    —
    
    (640)
    
    —
    
    (640)
    
    (3,200)February 5, 2020
    
    conversion
    
    —
    
    4,060
    
    —
    
    4,060
    
    20,300February 29, 2020
    
    rounding shares issuable
    
    —
    
    —
    
    —
    
    —
    
    2,946Number of shares outstanding February 29, 2020
    
    
    
    
    
    
    
    
    
    
    
    418,415March 29, 2020
    
    Conversion
    
    —
    
    2,568
    
    —
    
    2,568
    
    21,400March 30, 2020
    
    Conversion
    
    742
    
    —
    
    500
    
    1,242
    
    20,700March 31, 2020
    
    Conversion
    
    —
    
    1,013
    
    —
    
    1,013
    
    21,100April 3, 2020
    
    Conversion
    
    —
    
    936
    
    —
    
    936
    
    19,500April 6, 2020
    
    Conversion
    
    868
    
    —
    
    500
    
    1,368
    
    22,800April 7, 2020
    
    Conversion
    
    —
    
    1,186
    
    —
    
    1,186
    
    24,700April 7, 2020
    
    Conversion
    
    1,500
    
    —
    
    500
    
    2,000
    
    25,000April 8, 2020
    
    Conversion
    
    —
    
    1,104
    
    —
    
    1,104
    
    23,000April 13, 2020
    
    Conversion
    
    —
    
    1,474
    
    —
    
    1,474
    
    30,700April 14, 2020
    
    Conversion
    
    —
    
    1,272
    
    —
    
    1,272
    
    26,500April 16, 2020
    
    Conversion
    
    1,456
    
    —
    
    500
    
    1,956
    
    32,600April 17, 2020
    
    Conversion
    
    —
    
    1,613
    
    —
    
    1,613
    
    33,600April 20, 2020
    
    Conversion
    
    —
    
    1,776
    
    —
    
    1,776
    
    37,000April 20, 2020
    
    Conversion
    
    1,200
    
    —
    
    500
    
    1,700
    
    23,611April 21, 2020
    
    Conversion
    
    —
    
    1,448
    
    —
    
    1,448
    
    31,000April 23, 2020
    
    Conversion
    
    —
    
    1,773
    
    —
    
    1,773
    
    38,500April 24, 2020
    
    Conversion
    
    —
    
    1,392
    
    —
    
    1,392
    
    43,500April 24, 2020
    
    Conversion
    
    1,941
    
    —
    
    500
    
    2,441
    
    42,420April 27, 2020
    
    Conversion
    
    —
    
    1,469
    
    —
    
    1,469
    
    45,900April 28, 2020
    
    Conversion
    
    —
    
    781
    
    —
    
    781
    
    24,400April 28, 2020
    
    Conversion
    
    —
    
    1,376
    
    —
    
    1,376
    
    43,000April 29, 2020
    
    Conversion
    
    2,400
    
    —
    
    500
    
    2,900
    
    48,333April 30, 2020
    
    Conversion
    
    —
    
    1,408
    
    —
    
    1,408
    
    44,000April 30, 2020
    
    Conversion
    
    2,225
    
    —
    
    500
    
    2,725
    
    54,500May 1, 2020
    
    Conversion
    
    —
    
    1,792
    
    —
    
    1,792
    
    56,009May 4, 2020
    
    Conversion
    
    —
    
    1,728
    
    —
    
    1,728
    
    54,000May 4, 2020
    
    Conversion
    
    5,060
    
    2,719
    
    —
    
    7,779
    
    129,643


- 17 -


(continued)

Date
    
    Transaction (*)
    
    Principal Converted
    
    Interest Converted
    
    Fees Converted
    
    Total Amount Converted
    
    Shares Issued**May 4, 2020
    
    Conversion
    
    2,724
    
    —
    
    500
    
    3,224
    
    71,640May 5, 2020
    
    Conversion
    
    —
    
    2,365
    
    —
    
    2,365
    
    73,900May 6, 2020
    
    Conversion
    
    3,750
    
    —
    
    500
    
    4,250
    
    78,703May 7, 2020
    
    Conversion
    
    —
    
    2,170
    
    —
    
    2,170
    
    67,800May 7, 2020
    
    Conversion
    
    2,640
    
    —
    
    500
    
    3,140
    
    78,500May 8, 2020
    
    Conversion
    
    —
    
    1,592
    
    —
    
    1,592
    
    59,400May 11, 2020
    
    Conversion
    
    1,843
    
    —
    
    500
    
    2,343
    
    90,100May 12, 2020
    
    Conversion
    
    —
    
    2,095
    
    —
    
    2,095
    
    100,700May 12, 2020
    
    Conversion
    
    1,910
    
    —
    
    500
    
    2,410
    
    95,000May 12, 2020
    
    Conversion
    
    4,070
    
    2,208
    
    —
    
    6,278
    
    201,231May 13, 2020
    
    Conversion
    
    —
    
    2,413
    
    —
    
    2,413
    
    116,000May 14, 2020
    
    Conversion
    
    —
    
    1,936
    
    —
    
    1,936
    
    94,000May 14, 2020
    
    Conversion
    
    2,698
    
    —
    
    500
    
    3,198
    
    123,000May 14, 2020
    
    Conversion
    
    3,300
    
    —
    
    500
    
    3,800
    
    121,794May 15, 2020
    
    Conversion
    
    —
    
    1,764
    
    —
    
    1,764
    
    98,000May 15, 2020
    
    Conversion
    
    4,510
    
    2,416
    
    —
    
    6,926
    
    232,206May 18, 2020
    
    Conversion
    
    —
    
    2,728
    
    —
    
    2,728
    
    155,000May 19, 2020
    
    Conversion
    
    —
    
    2,546
    
    —
    
    2,546
    
    148,000May 19, 2020
    
    Conversion
    
    3,108
    
    —
    
    500
    
    3,608
    
    164,000May 19, 2020
    
    Conversion
    
    3,108
    
    —
    
    500
    
    3,608
    
    164,000May 19, 2020
    
    Conversion
    
    2,450
    
    —
    
    500
    
    2,950
    
    121,399May 20, 2020
    
    Conversion
    
    —
    
    2,477
    
    —
    
    2,477
    
    144,000May 21, 2020
    
    Conversion
    
    —
    
    3,560
    
    —
    
    3,560
    
    207,000May 22, 2020
    
    Conversion
    
    3,600
    
    —
    
    500
    
    4,100
    
    210,000May 22, 2020
    
    Conversion
    
    5,665
    
    3,112
    
    —
    
    8,777
    
    416,744May 25, 2020
    
    Conversion
    
    3,238
    
    —
    
    500
    
    3,738
    
    230,000May 26, 2020
    
    Conversion
    
    —
    
    3,120
    
    —
    
    3,120
    
    240,000May 27, 2020
    
    Conversion
    
    —
    
    2,280
    
    —
    
    2,280
    
    190,000May 28, 2020
    
    Conversion
    
    —
    
    2,148
    
    —
    
    2,148
    
    179,000May 28, 2020
    
    Conversion
    
    6,050
    
    3,347
    
    —
    
    9,397
    
    522,072May 28, 2020
    
    Rounding shares
    
    —
    
    —
    
    —
    
    —
    
    9May 29, 2020
    
    Conversion
    
    4,000
    
    —
    
    500
    
    4,500
    
    257,731June 1, 2020
    
    Conversion
    
    —
    
    2,367
    
    —
    
    2,367
    
    202,000June 1, 2020
    
    Conversion
    
    4,380
    
    —
    
    —
    
    4,380
    
    300,000June 1, 2020
    
    Conversion
    
    8,680
    
    —
    
    —
    
    8,680
    
    620,000June 3, 2020
    
    Conversion
    
    —
    
    3,427
    
    —
    
    3,427
    
    357,000June 4, 2020
    
    Conversion
    
    4,372
    
    —
    
    500
    
    4,872
    
    435,000June 4, 2020
    
    Conversion
    
    —
    
    2,554
    
    —
    
    2,554
    
    285,000June 3, 2020
    
    Conversion
    
    7,095
    
    3,954
    
    —
    
    11,049
    
    754,703June 4, 2020
    
    Conversion
    
    9,744
    
    —
    
    —
    
    9,744
    
    870,000June 5, 2020
    
    Conversion
    
    —
    
    3,916
    
    —
    
    3,916
    
    445,000June 8, 2020
    
    Conversion
    
    4,770
    
    —
    
    —
    
    4,770
    
    530,000June 8, 2020
    
    Conversion
    
    —
    
    2,980
    
    —
    
    2,980
    
    487,000June 8, 2020
    
    Conversion
    
    6,600
    
    3,700
    
    —
    
    10,300
    
    1,122,004June 9, 2020
    
    Conversion
    
    3,593
    
    —
    
    500
    
    4,093
    
    535,000June 10, 2020
    
    Conversion
    
    4,396
    
    —
    
    500
    
    4,896
    
    640,000June 10, 2020
    
    Conversion
    
    —
    
    2,472
    
    —
    
    2,472
    
    404,000June 11, 2020
    
    Conversion
    
    —
    
    2,935
    
    —
    
    2,935
    
    587,000June 11, 2020
    
    Conversion
    
    4,320
    
    —
    
    —
    
    4,320
    
    720,000June 12, 2020
    
    Conversion
    
    6,600
    
    3,718
    
    —
    
    10,318
    
    1,433,000June 15, 2020
    
    Conversion
    
    —
    
    3,126
    
    —
    
    3,126
    
    704,000June 15, 2020
    
    Conversion
    
    9,435
    
    —
    
    —
    
    9,435
    
    1,700,000June 15, 2020
    
    Conversion
    
    4,218
    
    —
    
    500
    
    4,718
    
    850,000June 17, 2020
    
    Conversion
    
    —
    
    3,135
    
    —
    
    3,135
    
    825,000


- 18 -


(continued)

Date
    
    Transaction (*)
    
    Principal Converted
    
    Interest Converted
    
    Fees Converted
    
    Total Amount Converted
    
    Shares Issued**June 17, 2020
    
    Conversion
    
    4,750
    
    —
    
    —
    
    4,750
    
    1,000,000June 17, 2020
    
    Conversion
    
    5,830
    
    3,303
    
    —
    
    9,133
    
    1,902,773June 18, 2020
    
    Conversion
    
    —
    
    2,608
    
    —
    
    2,608
    
    815,000June 18, 2020
    
    Conversion
    
    4,300
    
    —
    
    500
    
    4,800
    
    1,200,000June 19, 2020
    
    Conversion
    
    3,500
    
    —
    
    500
    
    4,000
    
    1,000,000June 19, 2020
    
    Conversion
    
    —
    
    2,797
    
    —
    
    2,797
    
    874,000June 19, 2020
    
    Conversion
    
    6,490
    
    3,686
    
    —
    
    10,176
    
    2,119,985June 22, 2020
    
    Conversion
    
    —
    
    4,627
    
    —
    
    4,627
    
    1,446,000June 22, 2020
    
    Conversion
    
    6,930
    
    3,950
    
    —
    
    10,880
    
    2,266,600June 23, 2020
    
    Conversion
    
    —
    
    5,120
    
    —
    
    5,120
    
    1,600,000June 22, 2020
    
    Conversion
    
    10,000
    
    —
    
    —
    
    10,000
    
    2,500,000June 23, 2020
    
    Conversion
    
    6,100
    
    —
    
    500
    
    6,600
    
    1,650,000June 23, 2020
    
    Conversion
    
    10,120
    
    5,775
    
    —
    
    15,895
    
    3,311,362June 23, 2020
    
    Conversion
    
    2,488
    
    —
    
    500
    
    2,988
    
    747,000June 24, 2020
    
    Conversion
    
    8,400
    
    —
    
    —
    
    8,400
    
    2,100,000June 24, 2020
    
    Conversion
    
    17,200
    
    —
    
    —
    
    17,200
    
    4,300,000June 24, 2020
    
    Conversion
    
    10,120
    
    5,781
    
    —
    
    15,901
    
    3,312,766June 24, 2020
    
    Conversion
    
    1,150
    
    —
    
    500
    
    1,650
    
    343,750June 25, 2020
    
    Conversion
    
    —
    
    7,040
    
    —
    
    7,040
    
    2,200,000June 25, 2020
    
    Conversion
    
    10,300
    
    —
    
    500
    
    10,800
    
    2,700,000June 25, 2020
    
    Conversion
    
    11,275
    
    6,448
    
    —
    
    17,723
    
    3,692,421June 26, 2020
    
    Conversion
    
    —
    
    6,400
    
    —
    
    6,400
    
    2,000,000June 29, 1930
    
    Conversion
    
    12,800
    
    —
    
    —
    
    12,800
    
    3,200,000June 29, 2020
    
    Conversion
    
    3,355
    
    485
    
    —
    
    3,840
    
    1,200,000June 30, 2020
    
    Conversion
    
    4,841
    
    119
    
    —
    
    4,960
    
    1,550,000June 29, 2020
    
    Conversion
    
    13,000
    
    861
    
    —
    
    13,861
    
    2,887,685July 1, 2020
    
    Conversion
    
    12,980
    
    —
    
    500
    
    13,480
    
    3,370,000July 1, 2020
    
    Conversion
    
    22,800
    
    —
    
    —
    
    22,800
    
    5,700,000July 1, 2020
    
    Conversion
    
    12,485
    
    7,191
    
    —
    
    19,676
    
    4,099,085July 1, 2020
    
    Conversion
    
    5,222
    
    116
    
    —
    
    5,338
    
    1,668,000July 2, 2020
    
    Conversion
    
    7,248
    
    112
    
    —
    
    7,360
    
    2,300,000July 6, 2020
    
    Conversion
    
    16,088
    
    —
    
    —
    
    16,088
    
    4,021,875July 1, 2020
    
    Conversion
    
    13,250
    
    861
    
    —
    
    14,111
    
    2,945,058July 6, 2020
    
    Conversion
    
    17,600
    
    10,195
    
    —
    
    27,795
    
    5,790,666July 7, 2020
    
    Conversion
    
    7,462
    
    538
    
    —
    
    8,000
    
    2,500,000July 8, 2020
    
    Conversion
    
    6,297
    
    103
    
    —
    
    6,400
    
    2,000,000July 9, 2020
    
    Conversion
    
    18,150
    
    10,550
    
    —
    
    28,700
    
    5,979,187July 9, 2020
    
    Conversion
    
    20,000
    
    —
    
    —
    
    20,000
    
    5,000,000July 10, 2020
    
    Conversion
    
    9,403
    
    197
    
    —
    
    9,600
    
    3,000,000July 14, 2020
    
    Conversion
    
    —
    
    10,240
    
    —
    
    10,240
    
    3,200,000July 14, 2020
    
    Conversion
    
    12,000
    
    —
    
    —
    
    12,000
    
    3,000,000July 14, 2020
    
    Conversion
    
    9,230
    
    370
    
    —
    
    9,600
    
    3,000,000July 14, 2020
    
    Conversion
    
    12,114
    
    7,082
    
    —
    
    19,196
    
    3,999,234July 14, 2020
    
    Conversion
    
    24,000
    
    —
    
    —
    
    24,000
    
    6,000,000July 14, 2020
    
    Conversion
    
    —
    
    12,800
    
    —
    
    12,800
    
    4,000,000July 16, 2020
    
    Conversion
    
    22,611
    
    13,782
    
    —
    
    36,392
    
    7,581,749July 17, 2020
    
    Conversion
    
    33,000
    
    18,736
    
    —
    
    51,736
    
    10,645,130July 20, 2020
    
    Conversion
    
    —
    
    1,600
    
    —
    
    1,600
    
    500,000July 20, 2020
    
    Conversion
    
    32,000
    
    —
    
    —
    
    32,000
    
    8,000,000July 20, 2020
    
    Conversion
    
    28,600
    
    16,249
    
    —
    
    44,849
    
    9,237,550July 20, 2020
    
    Conversion
    
    —
    
    10,560
    
    —
    
    10,560
    
    3,300,000July 21, 2020
    
    Conversion
    
    —
    
    6,400
    
    —
    
    6,400
    
    2,000,000July 22, 2020
    
    Conversion
    
    —
    
    6,400
    
    —
    
    6,400
    
    2,000,000July 22, 2020
    
    Conversion
    
    —
    
    24,000
    
    —
    
    24,000
    
    7,500,000


- 19 -


(continued)

Date
    
    Transaction (*)
    
    Principal Converted
    
    Interest Converted
    
    Fees Converted
    
    Total Amount Converted
    
    Shares Issued**July 23, 2020
    
    Conversion
    
    —
    
    6,400
    
    —
    
    6,400
    
    2,000,000July 24, 2020
    
    Conversion
    
    —
    
    6,400
    
    —
    
    6,400
    
    2,000,000July 24, 2020
    
    Conversion
    
    9,000
    
    —
    
    —
    
    9,000
    
    2,000,000July 24, 2020
    
    Conversion
    
    27,500
    
    15,741
    
    —
    
    43,241
    
    6,863,668July 27, 2020
    
    Conversion
    
    16,018
    
    182
    
    —
    
    16,200
    
    5,000,000July 27, 2020
    
    Conversion
    
    —
    
    22,680
    
    —
    
    22,680
    
    7,000,000July 28, 2020
    
    Conversion
    
    9,150
    
    50
    
    —
    
    9,200
    
    2,500,000July 29, 2020
    
    Conversion
    
    50,032
    
    7,700
    
    —
    
    57,732
    
    9,785,085July 29, 2020
    
    Conversion
    
    10,456
    
    44
    
    —
    
    10,500
    
    2,500,000July 29, 2020
    
    Conversion
    
    —
    
    29,400
    
    —
    
    29,400
    
    7,000,000July 29, 2020
    
    Conversion
    
    27,500
    
    15,833
    
    —
    
    43,333
    
    6,878,219July 30, 2020
    
    Conversion
    
    10,463
    
    37
    
    —
    
    10,500
    
    2,500,000July 30, 2020
    
    Conversion
    
    —
    
    29,400
    
    —
    
    29,400
    
    7,000,000July 30, 2020
    
    Conversion
    
    57,750
    
    —
    
    —
    
    57,750
    
    11,000,000July 30, 2020
    
    Conversion
    
    12,570
    
    30
    
    —
    
    12,600
    
    3,000,000July 31, 2020
    
    Conversion
    
    —
    
    29,400
    
    —
    
    29,400
    
    7,000,000July 31, 2020
    
    Conversion
    
    23,100
    
    13,330
    
    —
    
    36,430
    
    7,019,333July 31, 2020
    
    Conversion
    
    6,734
    
    66
    
    —
    
    6,800
    
    2,000,000August 3, 2020
    
    Conversion
    
    43,500
    
    —
    
    —
    
    43,500
    
    10,000,000August 3, 2020
    
    Conversion
    
    —
    
    29,400
    
    —
    
    29,400
    
    7,000,000August 3, 2020
    
    Conversion
    
    —
    
    8,500
    
    —
    
    8,500
    
    2,500,000August 4, 2020
    
    Conversion
    
    17,985
    
    10,427
    
    —
    
    28,412
    
    5,474,293August 4, 2020
    
    Conversion
    
    
    
    5,800
    
    —
    
    5,800
    
    2,500,000August 5, 2020
    
    Conversion
    
    27,500
    
    13,979
    
    —
    
    41,479
    
    8,837,286August 6, 2020
    
    Conversion
    
    33,741
    
    18,759
    
    —
    
    52,500
    
    12,500,000August 6, 2020
    
    Conversion
    
    —
    
    17,000
    
    —
    
    17,000
    
    5,000,000August 10, 2020
    
    Conversion
    
    43,294
    
    953
    
    —
    
    44,247
    
    15,000,000August 11, 2020
    
    Conversion
    
    25,850
    
    15,107
    
    —
    
    40,957
    
    17,065,350August 11, 2020
    
    Conversion
    
    12,533
    
    10,000
    
    —
    
    22,533
    
    11,268,750August 12, 2020
    
    Conversion
    
    8,965
    
    5,245
    
    —
    
    14,210
    
    5,920,900August 14, 2020
    
    Conversion
    
    27,500
    
    15,510
    
    —
    
    43,010
    
    17,920,835August 14, 2020
    
    Conversion
    
    16,000
    
    —
    
    —
    
    16,000
    
    8,000,000August 17, 2020
    
    Conversion
    
    —
    
    12,000
    
    —
    
    12,000
    
    6,000,000August 19, 2020
    
    Conversion
    
    —
    
    12,000
    
    —
    
    12,000
    
    6,000,000August 19, 2020
    
    Conversion
    
    26,510
    
    15,040
    
    —
    
    41,550
    
    17,312,501August 27, 2020
    
    Conversion
    
    25,441
    
    10,000
    
    500
    
    35,941
    
    17,970,625August 28, 2020
    
    Conversion
    
    41,000
    
    —
    
    —
    
    41,000
    
    20,000,000August 28, 2020
    
    Conversion
    
    38,500
    
    21,894
    
    —
    
    60,394
    
    25,164,027August 31, 2020
    
    Conversion
    
    39,500
    
    —
    
    500
    
    40,000
    
    20,000,000September 3, 2020
    
    Conversion
    
    44,990
    
    25,974
    
    —
    
    70,964
    
    29,568,429September 4, 2020
    
    Conversion
    
    48,100
    
    —
    
    500
    
    48,600
    
    27,000,000September 10, 2020
    
    Conversion
    
    44,000
    
    19,046
    
    —
    
    63,046
    
    29,188,067September 14, 2020
    
    Conversion
    
    36,000
    
    —
    
    —
    
    36,000
    
    20,000,000September 16, 2020
    
    Conversion
    
    36,300
    
    15,858
    
    —
    
    52,158
    
    28,976,854September 17, 2020
    
    Conversion
    
    30,000
    
    —
    
    —
    
    30,000
    
    20,000,000September 21, 2020
    
    Conversion
    
    29,700
    
    13,074
    
    —
    
    42,774
    
    35,645,000September 22, 2020
    
    Conversion
    
    33,500
    
    —
    
    500
    
    34,000
    
    34,000,000September 22, 2020
    
    Conversion
    
    20,000
    
    —
    
    —
    
    20,000
    
    20,000,000September 25, 2020
    
    Conversion
    
    27,500
    
    12,179
    
    —
    
    39,679
    
    38,900,867September 28, 2020
    
    Conversion
    
    21,000
    
    —
    
    —
    
    21,000
    
    30,000,000September 28, 2020
    
    Conversion
    
    6,850
    
    —
    
    500
    
    7,350
    
    15,000,000September 29, 2020
    
    Conversion
    
    23,300
    
    —
    
    500
    
    23,800
    
    34,000,000September 30, 2020
    
    Conversion
    
    27,500
    
    12,410
    
    —
    
    39,910
    
    47,511,901October 5, 2020
    
    Conversion
    
    27,500
    
    11,991
    
    —
    
    39,491
    
    50,630,340


- 20 -


(continued)

Date
    
    Transaction (*)
    
    Principal Converted
    
    Interest Converted
    
    Fees Converted
    
    Total Amount Converted
    
    Shares Issued**October 5, 2020
    
    Conversion
    
    17,500
    
    —
    
    —
    
    17,500
    
    25,925,926October 6, 2020
    
    Conversion
    
    5,881
    
    9,360
    
    500
    
    15,741
    
    24,217,169October 6, 2020
    
    Conversion
    
    6,780
    
    —
    
    500
    
    7,280
    
    16,000,000October 8, 2020
    
    Conversion
    
    33,000
    
    14,762
    
    —
    
    47,762
    
    61,233,329October 12, 2020
    
    Conversion
    
    27,500
    
    12,375
    
    —
    
    39,875
    
    66,458,333October 15, 2020
    
    Conversion
    
    41,800
    
    26,711
    
    —
    
    68,511
    
    114,185,778October 15, 2020
    
    Conversion
    
    6,500
    
    —
    
    500
    
    7,000
    
    20,000,000October 21, 2020
    
    Conversion
    
    22,000
    
    10,032
    
    —
    
    32,032
    
    53,386,667October 26, 2020
    
    Conversion
    
    10,000
    
    5,000
    
    —
    
    15,000
    
    25,000,000October 29, 2020
    
    Conversion
    
    44,000
    
    20,298
    
    —
    
    64,298
    
    107,164,443October 29, 2020
    
    Conversion
    
    27,500
    
    14,000
    
    —
    
    41,500
    
    69,166,666November 2, 2020
    
    Conversion
    
    2,500
    
    142
    
    —
    
    2,642
    
    4,403,700November 9, 2020
    
    Conversion
    
    38,500
    
    18,044
    
    —
    
    56,544
    
    94,239,448November 17, 2020
    
    Conversion
    
    38,500
    
    25,450
    
    —
    
    63,950
    
    106,582,783November 24, 2020
    
    Conversion
    
    40,040
    
    26,655
    
    —
    
    66,695
    
    111,157,519December 1, 2020
    
    Conversion
    
    44,660
    
    29,938
    
    —
    
    74,598
    
    124,330,726December 3, 2020
    
    Conversion
    
    38,170
    
    22,938
    
    —
    
    61,108
    
    101,847,067December 10, 2020
    
    Conversion
    
    78,650
    
    47,584
    
    —
    
    126,234
    
    210,390,074December 28, 2020
    
    Warrants
    
    —
    
    —
    
    —
    
    1,190
    
    119,000,000January 1, 2021
    
    Warrants
    
    —
    
    —
    
    —
    
    1,250
    
    125,000,000January 21, 2021
    
    Warrants
    
    —
    
    —
    
    —
    
    736
    
    73,650,793January 14, 2021
    
    Warrants
    
    —
    
    —
    
    —
    
    1,300
    
    130,000,000January 20, 2021
    
    Warrants
    
    —
    
    —
    
    —
    
    323
    
    32,338,030January 20, 2021
    
    Warrants
    
    —
    
    —
    
    —
    
    1,280
    
    127,992,278February 3, 2021
    
    Fees
    
    —
    
    —
    
    —
    
    —
    
    5,000,000February 10, 2021
    
    Warrants
    
    —
    
    —
    
    —
    
    —
    
    75,000,000February 16, 2021
    
    Warrants
    
    —
    
    —
    
    —
    
    —
    
    14,268,324February 16, 2021
    
    Warrants
    
    —
    
    —
    
    —
    
    —
    
    130,000,000February 19, 2021
    
    Conversion
    
    82,500
    
    27,530
    
    —
    
    110,030
    
    4,075,191February 23, 2021
    
    Warrants
    
    —
    
    —
    
    —
    
    —
    
    42,189,696February 26, 2021
    
    Warrants
    
    —
    
    —
    
    —
    
    —
    
    24,771,271Number of shares outstanding February 28, 2021
    
    
    
    
    
    
    
    
    
    
    
    3,229,426,884


- 21 -


Date
    
    Transaction
    
    Consideration
    
    Shares IssuedMarch 3, 2021
    
    Conversion of Series F Preferred Shares
    
    40 Series F shares converted
    
    156,978,130March 23, 2021
    
    Conversion of Series F Preferred Shares
    
    18 Series F shares converted
    
    74,652,380April 8, 2021
    
    Conversion of Series F Preferred Shares
    
    20 Series F shares converted
    
    84,715,488June 3, 2021
    
    Exercise of warrants
    
    Cashless exercise of 188,000,000 warrants
    
    182,000,000June 15, 2021
    
    Exercise of warrants
    
    Cashless exercise of 11,000,000 warrants
    
    9,975,508June 15, 2021
    
    Debt exchange
    
    $2,545,900 in debt exchanged for common shares
    
    39,167,693June 15, 2021
    
    Debt Exchange
    
    $5,000,875 in debt exchanged for common shares
    
    76,936,539July 21, 2021
    
    Exercise of warrants
    
    Cashless exercise of 112,000,000 warrants
    
    108,276,053July 26, 2021
    
    Common stock issued at previous day bid price per note conversion agreement
    
    Convert a note payable including $275,000 of principal, $16,955 of interest, and $1,750 of fees
    
    10,859,436August 5, 2021
    
    Common stock issued at previous day bid price per note conversion agreement
    
    Convert a note payable including $550,000 of principal, and $55,000 of interest
    
    20,183,000September 16, 2021
    
    Common stock issued pursuant to share purchase agreement at 85% VWAP over previous 5 day period
    
    $0.03 per share for gross proceeds of $601,499 and net proceeds (after issuance costs) of $563,849
    
    19,943,616September 24, 2021
    
    Common stock issued pursuant to share purchase agreement at 85% VWAP over previous 5 day period
    
    $0.03 per share for gross proceeds of $770,141 and net proceeds (after issuance costs) of $691,336
    
    24,289,716October 7, 2021
    
    Common stock issued pursuant to share purchase agreement at 92% VWAP over previous 3 day period
    
    $0.02 per share for gross proceeds of $1,182,004 and net proceeds (after issuance costs) of $1,170,788
    
    49,000,000October 14, 2021
    
    Common stock issued pursuant to share purchase agreement at 85% VWAP over previous 5 day period
    
    $0.02 per share for gross proceeds of $1,155,997 and net proceeds (after issuance costs) of $1,090,557
    
    55,166,929October 19, 2021
    
    Exercise of warrants
    
    Cashless exercise of 52,985,075 warrants
    
    50,000,000October 25, 2021
    
    Common stock issued pursuant to share purchase agreement at 85% VWAP over previous 5 day period
    
    $0.03 per share for gross proceeds of $2,708,457 and net proceeds (after issuance costs) of $2,600,119
    
    95,368,212October 27, 2021
    
    Exercise of warrants
    
    Cashless exercise of 47,014,925 warrants
    
    44,770,776November 11, 2021
    
    Common stock issued pursuant to share purchase agreement at 92% VWAP over previous 3 day period
    
    $0.03 per share for gross proceeds of $1,358,600 and net proceeds (after issuance costs) of $1,345,014
    
    50,000,000November 24, 2021
    
    Common stock issued pursuant to share purchase agreement at 92% VWAP over previous 3 day period
    
    $0.03 per share for gross proceeds of $1,016,515 and net proceeds (after issuance costs) of $1,006,349
    
    51,400,000January 3, 2022
    
    Common stock issued pursuant to share purchase agreement at 85% VWAP over previous 10 day period
    
    $0.01 per share for gross proceeds of $1,275,000 and net proceeds (after issuance costs) of $1,183,725
    
    100,000,000January 19, 2022
    
    Common stock issued pursuant to share purchase agreement at 85% VWAP over previous 10 day period
    
    $0.02 per share for gross proceeds of $1,697,110 and net proceeds (after issuance costs) of $1,577,312
    
    100,000,000February 8, 2022
    
    Common stock issued pursuant to share purchase agreement at 85% VWAP over previous 10 day period
    
    $0.01 per share for gross proceeds of $1,412,700 and net proceeds (after issuance costs) of $1,312,811
    
    100,000,000Number of shares outstanding February 28, 2022
    
    
    
    4,733,110,360__________

* Conversions occur at discounts ranging from 40-50% of average market
price

** Shares adjusted for reverse stock splits: 100: 1 on August 24, 2018
and 10,000:1 on March 27, 2020

*** Total proceeds $600

**** Total proceeds $8,922

***** At February 28, 2022 there were 2,100,000 issuable shares



In connection with the foregoing,
the Registrant relied upon the exemption from registration under the Securities Act of 1933, as amended and the rules and regulations
of the Securities and Exchange Commission thereunder, in reliance upon Section 4(a)(2) thereof and Regulation D thereunder.




- 22 -


Penny Stock Regulations



The Securities and Exchange Commission
has adopted regulations which generally define “penny stock” to be an equity security that has a market price of less than
$5.00 per share. Our Common Stock falls within the definition of penny stock and therefore is subject to rules that impose additional
sales practice requirements on broker-dealers who sell such securities to persons other than established customers and accredited investors
(generally those with assets in excess of $1,000,000, or annual incomes exceeding $200,000 individually, or $300,000, together with their
spouse). For transactions covered by these rules, the broker-dealer must make a special suitability determination for the purchase of
such securities and have received the purchaser’s prior written consent to the transaction. Additionally, for any transaction, other
than exempt transactions, involving a penny stock, the rules require the delivery, prior to the transaction, of a risk disclosure document
mandated by the Securities and Exchange Commission relating to the penny stock market. The broker-dealer must also make a special written
determination that the penny stock is a suitable investment for the purchaser and receive the purchaser’s written agreement to the
transaction. In addition, the broker-dealer must disclose the commissions payable to both the broker-dealer and the registered representative,
current quotations for the securities and, if the broker-dealer is the sole market-maker, the broker-dealer must disclose this fact and
the broker-dealer’s presumed control over the market. Finally, monthly statements must be sent disclosing recent price information
for the penny stock held in the account and information on the limited market in penny stocks. Consequently, the “penny stock”
rules may restrict the ability of broker-dealers to sell our Common Stock and may affect the ability of investors to sell their Common
Stock in the secondary market.



In addition to the “penny
stock” rules promulgated by the Securities and Exchange Commission, the Financial Industry Regulatory Authority (“FINRA”)
has adopted rules that require that in recommending an investment to a customer, a broker-dealer must have reasonable grounds for believing
that the investment is suitable for that customer. Prior to recommending speculative low-priced securities to their non-institutional
customers, broker-dealers must make reasonable efforts to obtain information about the customer’s financial status, tax status,
investment objectives and other information. Under interpretations of these rules, FINRA believes that there is a high probability that
speculative low-priced securities will not be suitable for at least some customers. The FINRA requirements make it more difficult for
broker-dealers to recommend that their customers buy our common stock, which may limit the investors’ ability to buy and sell our
stock.



Purchases of Equity Securities by the Registrant
and Affiliated Purchasers



We have not repurchased any shares
of our common stock during the fiscal years ended February 28, 2022 or 2021.



ITEM 6. SELECTED FINANCIAL DATA



Not applicable.



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



The following discussion of our
financial condition and results of operations should be read in conjunction with the consolidated financial statements and the notes to
those financial statements that are included elsewhere in this report. Our discussion includes forward-looking statements based upon current
expectations that involve risks and uncertainties, such as our plans, objectives, expectations and intentions. Actual results and the
timing of events could differ materially from those anticipated in these forward-looking statements as a result of a number of factors,
including those set forth under the Risk Factors, Forward-Looking Statements and Business sections in this report. We use words such as
“anticipate,” “estimate,” “plan,” “project,” “continuing,” “ongoing,”
“expect,” “believe,” “intend,” “may,” “will,” “should,” “could,”
and similar expressions to identify forward-looking statements.



Overview



AITX was incorporated in Florida
on March 25, 2010. AITX reincorporated into Nevada on February 17, 2015. AITX’ fiscal year end is February 28 (February 29 during
leap year). AITX is located at 10800 Galaxie Ave ,Ferndale Michigan , 48220, and our telephone number is 877-767-6268.




- 23 -


Results of Operations



The following table shows our
results of operations for the years ended February 28, 2022 and February 28, 2021. The historical results presented below are not necessarily
indicative of the results that may be expected for any future period.



PeriodYear Ended
    
    Year Ended
    
    ChangeFebruary 28, 2022
    
    February 28, 2021
    
    Dollars
    
    PercentageRevenues
    
    $
    1,447,109
    
    $
    360,888
    
    $
    1,086,221
    
    301%Gross profit
    
    
    974,183
    
    
    262,721
    
    
    711,462
    
    271%Operating expenses
    
    
    14,346,069
    
    
    3,257,590
    
    
    11,088,479
    
    340%Loss from operations
    
    
    (13,371,886
    )
    
    (2,994,869
    )
    
    (10,377,017
    )
    346%Other income (expense), net
    
    
    (48,825,598
    )
    
    (2,904,042
    )
    
    (45,921,556
    )
    (1,581%
    )Net loss
    
    $
    (62,197,484
    )
    $
    (5,898,911
    )
    $
    (56,298,573
    )
    (954%
    )

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



Year Ended
    
    Year Ended
    
    ChangeFebruary 28, 2022
    
    February 28, 2021
    
    Dollars
    
    PercentageDevice rental activities
    
    $
    592,401
    
    $
    304,294
    
    $
    288,107
    
    95%Direct sales of goods and services
    
    
    854,708
    
    
    56,594
    
    
    798,114
    
    1,410%$
    1,447,109
    
    $
    360,888
    
    $
    1,086,221
    
    301%

Revenue



Total revenue for the year ended
February 28, 2022 was $1.447,109, which represented an increase of $1,086,221 compared to total revenue of $360,888 for the year ended
February 28, 2021. This large increase in direct sales totaling $798,114 is a result of unit sales which includes sales of new units totaling
$688,180 with the remaining increase a result in higher training revenue. Rental activities increased by 95% as the Company continues
to grow its product line and customer base.



Gross profit



Total gross profit for the year
ended February 28, 2022 was $974,183, which represented an increase of $711,462 compared to total gross profit of $262,721 for the year
ended February 28, 2021. The increase is a result of the increase in revenues above , partially offset by the increase in the relatively
lower margin direct sales.



Operating expenses



Operating expenses for the years
ended February 28, 2022 and February 28, 2021 comprised of the following:



PeriodYear Ended
    
    Year Ended
    
    ChangeFebruary 28, 2022
    
    February 28, 2021
    
    Dollars
    
    PercentageResearch and development
    
    $
    2,961,394
    
    $
    378,236
    
    $
    2,583,158
    
    683%General and administrative
    
    
    10,905,129
    
    
    2,748,494
    
    
    8,156,635
    
    297%Depreciation and amortization
    
    
    232,886
    
    
    120,846
    
    
    112,040
    
    93%Operating lease cost and rent
    
    
    275,785
    
    
    9,461
    
    
    266,324
    
    2,815%(Gain) loss on disposal of fixed assets
    
    
    (29,125
    )
    
    553
    
    
    (29,678
    )
    (5,367%
    )Operating expenses
    
    $
    14,346,069
    
    $
    3,257,590
    
    $
    11,088,479
    
    340%

Our operating expenses were comprised
of general and administrative expenses, research and development, depreciation and amortization, and a (gain) loss on disposal of
fixed assets. General and administrative expenses consisted primarily of professional services, automobile expenses, advertising, salaries
and wages, travel expenses and rent. Our operating expenses during the years ended February 28, 2022 and February 28, 2021 were $14,346,069
and $3,257,590, respectively. The overall $11,088,479 increase in operating expenses was primarily attributable to the following increases
in operating expenses of:




- 24 -


●
    Research and development expenses increased by $2,583,158 which was due funding development of new products,(such as the ROAMEO, AVA , and TOM ) as well as upgrades of existing products.●
    General and administrative expenses increased by $8,156,635 primarily due to the following increases:

—
    Stock based compensation to CEO in equity awards was $2,048,850 fees with $109,200 paid to consultants all totaling  $2,158,050 for the year ended February 28, 2022, compared with stock based compensation paid to lenders and consultants $362,084 for the prior year. This represents an increase of $1,795,966 in stock based compensation.—
    Professional fees increased by $757,466 due to increases in financial reporting of $171,384, increase in legal of $200,993 with the remaining increase due increases in regulatory, investor relations and consulting costs.—
    Wages, salaries and payroll levies increased by $2,578,216 as a result of the hiring of more staff to operate the new manufacturing facility. This is partially offset by a decrease in subcontractors of $200,381 due to employees now performing many of those tasks. Additionally, base compensation (including payroll levies) to the CEO increased by $33,620 with an addition bonus paid of $1,429,328.—
    Advertising and marketing costs increased by $131,157 as the Company began efforts to promote its products.—
    Supplies increased by approximately $104,953 through their use in new prototypes and designs.—
    Trade shows and travel increased by $325,937 as a result of promotional and business travel in fiscal 2022. In fiscal 2021 there were travel restrictions due to the Covid-19 pandemic, so the charges that year were minimal.—
    The remaining increases were distributed amongst other general and administrative accounts such a software costs, freight, office expenses, insurance , repairs and maintenance, and utilities amongst others. In general, these large increases in general and administrative expenses may be explained due to the large ramp up in costs this fiscal year to operate the new manufacturing facility and the hiring of 18 additional full-time employees. In addition, the expenses of the prior year’s corresponding period were also much lower due to the Covid 19 pandemic and the limited cash that was available at that time.

●
    Operating lease cost and rent increased by $266,324 due to the new operating lease for the new manufacturing facility.●
    Depreciation and amortization increased by $112,040 due to the increase in revenue earning devices and the new vehicle in fixed assets.●
    (Gain) loss on disposal of fixed assets increased by $29,678 due to a vehicle disposal in 2022 that yielded a gain.

Other income (expense)



Other income (expense) consisted
of the change of fair value of derivative instruments interest expense and gain on settlement of debt. Other income (expense) during the
years ended February 28, 2022 and February 28, 2021, was ($48,825,598) and ($2,904,042), respectively.



The change in other income (expense)
was due to the following:



●
    Change in fair value of derivative liabilities decreased by $391,811 due to the re-valuation of derivative liability on convertible notes based on the change in the market price of the Company’s common stock and the decrease in convertible notes payable through debt conversions to common stock and settlements.●
    Interest expense increased by $12,749,666 due to an aggregate increase in short and long term debt of approximately $13 million in fiscal 2022. For the year ended February 28, 2022, interest expense related to the issuance of warrants for debt extensions was $5,415,000 (2021-$0) and amortization of debt discounts was $7,597,242 (2021-$201,567).●
    Loss on settlement of debt increased by $32,780,079 due to the fiscal 2022 valuation of Series F shares and warrants given in exchange for an amendment to a deferred variable payment obligation disclosed in Note 7 that resulted in a loss of $33,015,215. The difference can be attributed to smaller gains and losses on other debt settlements.


- 25 -


The Company’s loss from operations for the year ended February 28,
2022 was $13,371,886, which represented an increase in loss of $10,377,017 compared to a loss of $2,994,869 for the year ended February
28, 2021. The higher revenues in 2022 were offset by significantly higher operating expenses for the reasons set out above. Note that
the Company had a net loss of $62,197,484 for the year ended February 28, 2022 as compared to net loss of $5,898,911 for the year ended
February 28, 2021. This change is mostly attributable to the loss on settlement of debt, increase in interest expense and an increase
in general and administrative costs.



Going Concern



The accompanying 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 year ended February 28,
2022, the Company had negative cash flow from operating activities of $14,825,442. As of February 28, 2022 the Company has an accumulated
deficit of $94,144,254 and working capital of $2,502,718. 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 all its credit and debt obligations, make any payments in the form of dividends to its shareholders or
fully implement its business plan. Without additional capital, the Company will not be able to remain in business.



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



The company began raising money
through it’s S-3 this year and made improvements in paying off debt, investing in inventory and at February 28, 2022 had $4.6 million
of cash on hard. 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 February 28, 2022 has raised approximately $12.5 million net of issuance costs through the sale of its common shares and $9.4 in proceeds
from debt issuances.



The Company plans to improve the
trading market for its shares by uplisting the shares to the OTCQB during the next fiscal year.



Capital Resources



The following table summarizes
total current assets, liabilities and working capital for the period indicated:



February 28, 2022
    
    February 28, 2021Current assets
    
    $
    7,050,436
    
    $
    1,207,033Current liabilities(1)
    
    
    4,547,718
    
    
    4,410,710Working capital
    
    $
    2,502,718
    
    $
    (3,203,677
    )__________

(1)
    As February 28, 2022 and February 28, 2021, current liabilities included approximately $7,587 and $444,666, respectively, of derivative liabilities that are expected to be settled in shares of the Company in accordance with the various conversion terms.

As of February 28, 2022 and February
28, 2021, we had a cash balance of $4,648,146 and $1,044,418, respectively.




- 26 -


Summary of Cash Flows



Year Ended
    February 28, 2022
    
    Year Ended
    February 28, 2021Net cash used in operating activities
    
    $
    (14,825,442
    )
    $
    (3,073,325
    )Net cash used in investing activities
    
    $
    (129,200
    )
    $
    (40,623
    )Net cash provided by financing activities
    
    $
    18,558,370
    
    $
    4,145,059

Net cash used in operating activities
for the year ended February 28, 2021 was $14,825,442, which included a net loss of $62,197,484, non-cash activity such as the change in
fair value of derivative liabilities of ($372,214), gain on settlement of debt of $33,068,313, interest expense related to the issuance
of warrants for debt extensions of $5,415,000, amortization of debt discount of $7,597,242, stock based payments of $2,158,050, gain on
disposal of fixed assets ($29,125),revenue earning device sold and expensed in cost of sales $3,410,reduction in right of use asset $110,148,
accretion of lease liability $122,930, increase in related party accrued payroll and interest $264,331, inventory provision of $65,000,
bad debts expense $9,022, depreciation and amortization of $232,886 and change in operating assets and liabilities of ($1,272,951).



Net cash used in investing activities.



Net cash used in investing activities
for the year ended February 28, 2022 was $129,200. This consisted primarily of the purchase of fixed assets and trademarks of $115,493
and $26,327, respectively, and cash paid for security deposit of $17,380 offset by proceeds of disposal of fixed assets of $30,000.



Net cash provided by financing activities.



Net cash provided by financing
activities was $18,558,370 for the year ended February 28, 2022. This consisted of share proceeds net of issuance costs of $12,521,932,and
proceeds from loans payable $9,426,146 offset by settlements of convertible notes of $65,000, dividend upon redemption of Series F preferred
shares of $500,000, redemption of Series G preferred shares as payment for incentive plan $1,500,000, net repayments to loan payable –
related party of $808,394 and repayments of loan payable $516,314.



Off-Balance Sheet Arrangements



We do not have any outstanding
off-balance sheet guarantees, interest rate swap transactions or foreign currency forward contracts. Furthermore, we do not have any retained
or contingent interest in assets transferred to an unconsolidated entity that serves as credit, liquidity or market risk support to such
entity. We do not have any variable interest in an unconsolidated entity that provides financing, liquidity, market risk or credit support
to us or that engages in leasing, hedging or research and development services with us.



Significant Accounting Policies



Use of Estimates



In order to prepare financial
statements in conformity with accounting principals 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 derivative liabilities.



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.




- 27 -


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 yearsOffice equipment
    
    4 yearsWarehouse equipment
    
    5 yearsDemo Devices
    
    4 yearsVehicles
    
    3 yearsLeasehold 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 February 28, 2022
and February 28, 2021, the Company had no deferred development costs.



Sales of Future Revenues



The Company has entered into transactions,
as more fully described in footnote 11, 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 implicitly limited by the terms of the agreement●
    Does the Company’s revenue for a reporting period underlying the agreement have only a minimal impact on the investor’s rate of return●
    Does the investor have recourse relating to payments due

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



Revenue Recognition



ASU 2014-09, “Revenue
from Contracts with Customers (Topic 606)”, supersedes the revenue recognition requirements and industry specific guidance under
Revenue Recognition (Topic 605). Topic 606 requires an entity to recognize revenue when it transfers promised goods or services
to customers in an amount that reflects the consideration the entity expects to be entitled to in exchange for those goods or services.
Topic 606 defines a five-step process that must be evaluated and, in doing so, it is possible more judgment and estimates may be required
within the revenue recognition process than required under existing accounting principles generally accepted in the United States of America
(“U.S. GAAP”) including identifying performance obligations in the contract, estimating the amount of variable consideration
to include in the transaction price and allocating the transaction price to each separate performance obligation. The Company adopted
Topic 606 on March 1, 2018, using the modified retrospective method. Under the modified retrospective method, prior period financial positions
and results will not be adjusted. There was no cumulative effect adjustment recognized as a result of this adoption. While the Company
does not expect fiscal year 2020 net earnings to be materially impacted by revenue recognition timing changes, Topic 606 requires certain
changes to the presentation of revenues and related expenses beginning March 1, 2018. Refer to Note 3 – Revenue from Contracts with
Customers for additional information.




- 28 -


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 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).



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.


- 29 -


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:



Fair Value Measurement UsingAmount at
Fair Value
    
    Level 1
    
    Level 2
    
    Level 3February 28, 2022LiabilitiesIncentive compensation plan payable- revaluation of equity awards payable in Series G shares
    
    $
    479,500
    
    $
    —
    
    $
    —
    
    $
    479,500Derivative liability – conversion features pursuant to convertible notes payable
    
    $
    7,587
    
    $
    —
    
    $
    —
    
    $
    7,587February 28, 2021LiabilitiesIncentive 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 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.



Recently Issued 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 standard did not materially impact our consolidated
net loss, accumulated deficit, and had no impact on cash flows. The Company has adopted this on March 1, 2020.




- 30 -


ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES
ABOUT MARKET RISK



We do not have any financial instruments
that are exposed to significant market risk. We maintain our cash and cash equivalents in bank deposits and short-term, highly liquid
money market investments. A hypothetical 100-basis point increase or decrease in market interest rates would not have a material impact
on the fair value of our cash equivalents securities, or our earnings on such cash equivalents.



ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY
DATA



See Index to Financial Statements
and Financial Statement Schedules appearing on pages F-1 through F-35 of this annual report on Form 10-K.



ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS
ON ACCOUNTING AND FINANCIAL DISCLOSURE



From October 31, 2019 through
May 27, 2022, there were (i) no disagreements (as described in Item 304(a)(1)(iv) of Regulation S-K and the related instructions) between
the Company and LJ Soldinger & Associates LLC (“LJ Soldinger”) on any matter of accounting principles or practices, financial
statement disclosure, or auditing scope or procedure.



ITEM 9A. CONTROLS AND PROCEDURES



Evaluation of Disclosure Controls and Procedures



As of February 28, 2022, we carried
out an evaluation, under the supervision and with the participation of our management, including our principal executive officer and principal
financial officer, of the effectiveness of our disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)).
Based upon that evaluation, our principal executive officer and principal financial officer concluded that, as of February 28, 2021, our
disclosure controls and procedures were not effective to ensure that information required to be disclosed in reports filed under the Securities
Exchange Act of 1934 is recorded, processed, summarized and reported within the required time periods and is accumulated and communicated
to our management, including our principal executive officer and principal financial officer, as appropriate to allow timely decisions
regarding required disclosure.



Limitations on Systems of Controls



Our management, including our
principal executive officer and principal financial officer, does not expect that our disclosure controls and procedures or our internal
controls will prevent all error or fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not
absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that
there are resource constraints and the benefits of controls must be considered relative to their costs. Due to the inherent limitations
in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any,
have been detected. To address the material weaknesses identified in our evaluation, we performed additional analysis and other post-closing
procedures in an effort to ensure our consolidated financial statements included in this annual report have been prepared in accordance
with generally accepted accounting principles. Accordingly, management believes that the financial statements included in this report
fairly present in all material respects our financial condition, results of operations and cash flows for the periods presented.



Management’s Report on Internal Control over Financial Reporting



Our management is responsible
for establishing and maintaining adequate internal control over financial reporting. Internal control over financial reporting is defined
in Rule 13a-15(f) or 15d-15(f) promulgated under the Securities Exchange Act of 1934 as a process designed by, or under the supervision
of, the Company’s principal executive and principal financial officers and effected by the Company’s board of directors, management
and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial
statements for external purposes in accordance with accounting principles generally accepted in the United States of America and includes
those policies and procedures that:



●
    Pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the Company;●
    Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with accounting principles generally accepted in the United States of America and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and


- 31 -


●
    Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations,
internal control over financial reporting may not prevent or detect misstatements. Projections of any evaluation of effectiveness to future
periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance
with the policies or procedures may deteriorate. All internal control systems, no matter how well designed, have inherent limitations.
Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation
and presentation. Because of the inherent limitations of internal control, there is a risk that material misstatements may not be prevented
or detected on a timely basis by internal control over financial reporting. However, these inherent limitations are known features of
the financial reporting process. Therefore, it is possible to design into the process safeguards to reduce, though not eliminate, this
risk.



As of February 28, 2022, management
assessed the effectiveness of our internal control over financial reporting based on the criteria for effective internal control over
financial reporting established in Internal Control-Integrated Framework (2013 framework) issued by the Committee of Sponsoring Organizations
of the Treadway Commission and SEC guidance on conducting such assessments. Based on that evaluation, they concluded that, during the
period covered by this report, such internal controls and procedures were not effective to detect the inappropriate application of U.S.
GAAP rules as more fully described below. This was due to deficiencies that existed in the design or operation of our internal controls
over financial reporting that adversely affected our internal controls and that may be considered to be material weaknesses.



The matters involving internal controls and procedures that our management
considered to be material weaknesses under the criteria established in Internal Control – Integrated Framework (2013) by the Committee
of Sponsoring Organizations of the Treadway Commission (COSO) were: lack of a functioning audit committee; lack of a majority of independent
members and a lack of a majority of outside directors on our board of directors; inadequate segregation of duties consistent with control
objectives; management is dominated by a single individual; use of the inappropriate methodology of allocating proceeds in certain debt
transactions and the expensing timing of the related debt discount; use of inappropriate fair values in certain preferred stock issuances
and settlements. The aforementioned material weaknesses were identified by our Chief Executive Officer in connection with the review of
our financial statements as of February 28, 2022.



Management believes that the material
weaknesses set forth above did not have an effect on our financial results. However, management believes that the lack of a functioning
audit committee and the lack of a majority of outside directors on our board of directors results in ineffective oversight in the establishment
and monitoring of required internal controls and procedures, which could result in a material misstatement in our financial statements
in future periods.



This report does not include an
attestation report of our registered public accounting firm regarding internal control over financial reporting. Management’s report
was not subject to attestation by our registered public accounting firm pursuant to the rules of the Securities and Exchange Commission
that permit us to provide only management’s report in this annual report.



Changes in Internal Control over Financial Reporting



No changes were made to our internal
control over financial reporting during the year ended February 28, 2022 that have materially affected, or are reasonably likely to materially
affect, our internal control over financial reporting.



ITEM 9B. OTHER INFORMATION



None.



PART III



ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE
GOVERNANCE



The following table sets forth
the names, positions and ages of our directors and executive officers as of the date of this report. Our directors serve for one year
and until their successors are elected and qualified. Our officers are elected by the board of directors to a term of one year and serve
until their successor is duly elected and qualified, or until they are removed from office. The board of directors has no nominating,
auditing or compensation committees.



Name
    
    Age
    
    Position(s)Steven Reinharz (1)
    
    48
    
    Chief Executive Officer, Chief Financial Officer, Secretary and Director__________

(1)
    Director as of March 2, 2021


- 32 -


Biographical information concerning
our director and executive officers listed above is set forth below.



Steven Reinharz.RAD
was founded by Mr. Reinharz in July of 2016, and he has been continuously employed by RAD and its affiliated companies since that time.
He is the holder of a majority of the capital stock of the Company. Mr. Reinharz has served as a member of the Board of Directors since
March 2, 2021 and as Chief Executive Officer, Chief Financial Officer, and Secretary of the Company since March 2, 2021. As Chief Executive
Officer of the Company and President of RAD, Mr. Reinharz leverages his extensive knowledge and interest in robotics and artificial intelligence
to design and develop robotic solutions that increase business efficiency and deliver immediate and impressive cost savings. Mr. Reinharz
is an active voice in both the security and artificial intelligence industries. He started and ran his own security integration company
from the age of 24 to 31, becoming one of California’s leading system integrators. Mr. Reinharz later was part of a team that successfully
sold an integrator to a global security firm for $42 million and has held various other security industry roles. Mr. Reinharz speaks and
contributes to panels at ISC East and West, and ASIS. Mr. Reinharz is a leading member of several industry association committees, mostly
through the Security Industry Association. Mr. Reinharz has called Orange County, California home since 1995, having grown up in Montreal
and Toronto. He earned a dual Bachelor of Science degree in Political Science and Commercial Studies.



There are no family relationships
between any of the executive officers and directors. During the past 10 years, Mr. Parsons was not involved in any of the legal proceedings
listed in Item 401(f) of Regulation S-K. There are no arrangements or understandings between Mr. Parsons and any other person pursuant
to which he was or is to be selected as an executive officer or director.



Board Committees and Director Independence



Mr. Reinharz serves as director,
and we do not have a separately designated audit committee, compensation committee or nominating and corporate governance committee. The
functions of those committees are being undertaken by our directors. Since  we do not have any independent directors and have only
two directors, our directors believes that the establishment of committees of the Board would not provide any benefits to our company
and could be considered more form than substance.



We currently have an employee
director, Mr. Reinharz, but no independent directors, as such term is defined in the listing standards of The NASDAQ Stock Market, and
we do not anticipate appointing additional directors in the near future.



Our directors are not  “audit
committee financial experts” within the meaning of Item 401(e) of Regulation S-K. As with most small, early stage companies, until
such time that the Company further develops its business, achieves a stronger revenue base and has sufficient working capital to purchase
directors and officer’s insurance, the Company does not have any immediate prospects to attract independent directors. When the
Company is able to expand our Board of Directors to include one or more independent directors, the Company intends to establish an Audit
Committee of our Board of Directors. It is our intention that one or more of these independent directors will also qualify as an audit
committee financial expert. Our securities are not quoted on an exchange that has requirements that a majority of our Board members be
independent, and the Company is not currently otherwise subject to any law, rule or regulation requiring that all or any portion of our
Board of Directors include “independent” directors, nor are we required to establish or maintain an Audit Committee or other
committee of our Board of Directors.



Procedures for Nominating Directors



There have been no material changes
to the procedures by which security holders may recommend nominees to the Board since the most recently completed fiscal quarter. We do
not have a policy regarding the consideration of any director candidates that may be recommended by our stockholders, including the minimum
qualifications for director candidates, nor has our sole director established a process for identifying and evaluating director nominees.
We have not adopted a policy regarding the handling of any potential recommendation of director candidates by our stockholders, including
the procedures to be followed. Our sole director has not considered or adopted any of these policies, as we have never received a recommendation
from any stockholder for any candidate to serve on our Board of Directors. Given our relative size and lack of directors and officers
insurance coverage, we do not anticipate that any of our stockholders will make such a recommendation in the near future.



While there have been no nominations
of additional directors proposed, in the event such a proposal is made, all current members of our Board will participate in the consideration
of director nominees.




- 33 -


Director Qualifications



Mr. Steve Reinharz is our sole
director and was appointed on March 2, 2021. He is the founder of our operating company, Robotoc Assistance Devices, Inc. (see bio on
page 33).



Mr. Garett Parsons was appointed
to our board in February 2017 and resigned on June 22, 2021. Mr. Parsons had significant operational experience in our industry and brought
both a practical understanding of the industry as well as hands-on experience in our business sector.



Code of Ethics and Business Conduct



We have adopted a code of ethics
meeting the requirements of Section 406 of the Sarbanes-Oxley Act of 2002. We believe our code of ethics is reasonably designed to deter
wrongdoing and promote honest and ethical conduct; provide full, fair, accurate, timely, and understandable disclosure in public reports;
comply with applicable laws; ensure prompt internal reporting of violations; and provide accountability for adherence to the provisions
of the code of ethics.



Director Compensation



Apart from a settlement paid upon
Mr. Parsons resignation on June 22, 2021 totaling $265,700 no other compensation was paid for his services as a director. We reimburse
our directors for all reasonable ordinary and necessary business-related expenses, but we did not pay any other director’s fees
or any oher cash compensation for services rendered as a director during the years ended February 28, 2022 and February 28, 2021 to any
of the individuals serving on our Board during that period.



Compliance with Section 16(a) of the Securities
Exchange Act of 1934



Section 16(a) of the Exchange
Act requires our executive officers and directors, and persons who beneficially own more than 10% of a registered class of our equity
securities to file with the SEC initial statements of beneficial ownership, reports of changes in ownership and annual reports concerning
their ownership of our common shares and other equity securities, on Forms 3, 4 and 5 respectively. Executive officers, directors and
greater than 10% stockholders are required by the SEC regulations to furnish us with copies of all Section 16(a) reports they file. Based
on our review of the copies of such forms received by us, or written representations that no other reports were required, and to the best
of our knowledge, we believe that all of our officers, directors, and owners of 10% or more of our common stock filed all required Forms
3, 4, and 5.



ITEM 11. EXECUTIVE COMPENSATION



The following table summarizes
all compensation recorded by us in the past two fiscal years for Mr. Reinharz , our President and Chief Executive Officer , Anthony Brenz,
our Chief Financial Officer and Garret Parsons our former President, Chief Executive Officer and Chief Financial Officer.



2022 AND 2021 SUMMARY COMPENSATION TABLE



Name and Principal Position
    
    Year
    
    Salary
or
Fees
($)
    
    Bonus
($)
    
    Stock
Awards
($)
    
    Option
Awards
($)
    
    Non-Equity
Incentive Plan
Compensation
($)
    
    Non-Qualified
Deferred
Compensation
Earnings
($)
    
    All Other
Compensation
($)
    
    Total
($)Steven Reinharz
    
    2022
    
    240,000
    
    1,429,328
    
    1,979,500
    
    69.350
    
    —
    
    —
    
    —
    
    3,718,178Chief Executive Officer,Chief Financial Officer,Secretary(2)
    
    2021
    
    216,000
    
    —
    
    —
    
    —
    
    —
    
    —
    
    —
    
    216,000Anthony Brenz, Chief Financial Officer (2)
    
    2022
    
    155,928
    
    6,000
    
    —
    
    —
    
    —
    
    —
    
    —
    
    161,928Garett Parsons,
    
    2022
    
    —
    
    —
    
    —
    
    —
    
    —
    
    —
    
    —
    
    —President, Chief Executive Officer and Chief Financial Officer (1)
    
    2021
    
    93,422
    
    —
    
    —
    
    —
    
    —
    
    —
    
    —
    
    93,422__________

(1)
    Mr. Parsons was appointed President, Chief Executive Officer and Chief Financial Officer on February 16, 2017 and resigned on March 2 ,2021.(2)
    Mr.Reinharz was appointed Chief Executive Officer, Chief Financial Officer and Secretary on March 2, 2021.Mr.Reinharz ceased being Chief Financial Officer on June 24, 2021 and on that date appointed Anthony Brenz as Chief Financial Officer


- 34 -


Employment Agreements



On March 1, 2021 Mr. Parsons entered
into a consulting agreement with the Company whereby he would provide services for the Company for a three-year term. The consulting agreement
sets his annual compensation as $96,000 for the first year, $108,000 for the second year, and $120,000 for the third year. On June 22,
2021, Mr. Garett Parsons submitted his resignation as a director of our Company effective as of June 22, 2021 as a result of personal
reasons. In connection with the resignation of Mr. Parsons, the Company and Mr. Parsons entered into a resignation letter agreement which
cancels the previous consulting agreement. Pursuant to the terms of this letter, Mr. Parsons will receive, among other things, a lump
sum payment equal to $265,700 which was paid in June 2021.This payment was a settlement as director of the company and not included as
executive compensation above.



On April 9, 2021 Mr. Reinharz
entered into an employment agreement with the Company in connection with his service as Chief Executive Officer. The agreement began on
April 9, 2021 and has a three-year term, renewable thereafter on an annual basis if neither party files a notice of termination 90 days
prior to the term renewal date. The agreement provides for compensation of $240,000 base salary (to be reviewed annually by the Board
of Directors) and bonuses to be granted at the discretion of the Board of Directors. In addition, the Company will grant stock options
to Mr. Reinharz under the following conditions:



Award #1Mr.
Reinharz shall be granted an award of 10,000,000 million shares/options/warrants if Objective #1 is achieved. Objective #1:
the price per share of the Company’s common stock has increased in value to an average of $0.30 for ten (10) days in a thirty-day
trading period. For example, pursuant to a Company Stock Plan, if one is adopted, Mr. Reinharz may elect to exercise Award #1 on a cash
or cashless basis at an exercise price of $0.15 per share/option/warrant.



Award #2  Mr. Reinharz
shall be granted an award of 30,000,000 million shares/options/warrants if Objective #2 is achieved. Objective #2: the price
per share of the Company’s common stock has increased in value to an average of $0.50 for ten (10) days in a thirty-day trading
 period. For example, pursuant to a Company Stock Plan, if one is adopted, Mr. Reinharz may elect to exercise Award #2 on a cash
or cashless basis at an exercise price of $0.25 per share/option/warrant.



On July 12, 2021 the Company and CEO amended the April
9, 2021 Employment Agreement effective July 1, 2021 whereby the following objectives and awards were added to the two existing ones:



Objective #3:
    Sales in any fiscal quarter exceed the total sales in fiscal year 2021 for the first time.Award #3:
    Five hundred (500) shares of Series G preferred stock.Objective #4:
    One hundred fifty (150) devices are deployed in the marketplace.Award #4:
    Two hundred fifty (250) shares of Series G preferred stock.Objective #5:
    Year-to-date sales at any point in fiscal year 2022 exceed One Million Dollars ($1,000,000).Award #5:
    Two hundred fifty (250) shares of Series G preferred stock.Objective #6:
    The price per share of common stock has increased to and maintains a price of Ten Cents ($0.10) or more for ten (10) days in a thirty (30) day period.Award #6:
    Two hundred fifty (250) shares of Series G preferred stock.Objective #7:
    The price per share of common stock has increased to and maintains a price of Twenty Cents ($0.20) or more for ten (10) days in a thirty(30) day period.Award #7:
    Five hundred (500) shares of Series G preferred stock.Objective #8:
    The RAD 3.0 products are launched into the marketplace by November 30, 2022.Award #8:
    Five hundred (500) shares of Series G preferred stock.Objective #9:
    RAD receives an order for fifty (50) units from a single customer.Award #9:
    Five hundred (500) shares of Series G preferred stock.


- 35 -


The fair value of the first two
awards was obtained through the use of the Monte Carlo method was $69,350 with a charge to stock- based compensation and a corresponding
charge to paid in capital. The fair value of the remaining rewards was determined by calculating the vesting amounts of each reward and
then determining for each reporting period the requisite service rendered and applying that against the cash redemption value of the number
of shares of Series G issuable for each tier in the agreement. For the period ended January 31, 2022 that amount totaled $1,979,500 with
a charge to stock-based compensation and a corresponding charge to incentive compensation plan payable. With the achievement of objectives
3,4,5 and 8 of the equity awards described above the CEO was granted 1,500 Series G Preferred shares which were redeemed in the reporting
period for $1,500,000 in cash. As part of the grant, the Company is responsible for grossing up the award value and has accrued additional
compensation for the estimated taxes to be paid by the executive.



On April 20,2021 an offer letter
was agreed  with Anthony Brenz for a base salary of $180,000, a discretionary quarterly bonus and future participation in the Employee
Stock Option Plan. Employment commenced on April 26, 2021 and Mr. Brenz was appointed the Company’s Chief Financial Officer on June
24, 2021. The base salary was amended to $190,000 on January 1, 2022.



Outstanding Equity Awards at 2022 Fiscal Year-End



The following table provides information
concerning unexercised options, stock that has not vested and equity incentive plan awards for Mr. Reinharz and Mr Brenz, our sole executive
officers outstanding as of February 28, 2022:



OPTION AWARDS
    
    STOCK AWARDSName
    
    Number of Securities Underlying Unexercised Options (#) Exercisable
    
    Number of Securities Underlying Unexercised Options (#) Unexercisable
    
    Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options 
(#)
    
    Option Exercise Price
($)
    
    Option Expiration Date
    
    Number of Shares or Units of Stock That Have Not Vested (#)
    
    Market Value of Shares or Units of Stock That Have Not Vested ($)
    
    Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)
    
    Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)Steven Reinharz
    
    0
    
    10,000,000
    
    10,000,000
    
    $0.15
    
    April 9,2024
    
    0
    
    0
    
    770.5
    
    $770,500Steven Reinharz
    
    0
    
    30,000,000
    
    30,000,000
    
    $0.25
    
    April 9,2024Anthony Brenz
    
    0
    
    0
    
    0
    
    0
    
    0
    
    0
    
    0
    
    0
    
    0

On April 14, 2021, the Shareholders
of Series E Preferred Stock and the Board of Directors of our Company (“Board”) approved and adopted the 2021 Incentive Stock
Plan (the “2021 Plan”).



The purpose of the 2021 Plan is
to promote the success of the Company by authorizing incentive awards to retain Directors, executives, selected Employees and Consultants,
and reward participants for making major contributions to the success of the Company. The 2021 Plan authorizes the granting of stock options,
restricted stock, restricted stock units, stock appreciation rights and stock awards. A total of five million (5,000,000) shares of common
stock may be issued under the 2021 Plan. All awards under the 2021 Plan, whether vested or unvested, are subject to the terms of any recoupment,
clawback or similar policy of the Company in effect from time to time, as well as any similar provisions of applicable law, which could
in certain circumstances require repayment or forfeiture of awards or any shares of stock or other cash or property received with respect
to the awards, including any value received from a disposition of the shares acquired upon payment of the awards. The 2021 Plan will be
administered by the Board or any Committee authorized by the Board, if applicable, which will have the sole authority to, among other
things: construe and interpret the 2021 Plan; make rules and regulations relating to the administration of the 2021 Plan; select participants;
and establish the terms and conditions of awards, all in accordance with the terms of the 2021 Plan. The 2021 Plan will remain in effect
until April 14, 2031, unless sooner terminated by the Board. Termination will not affect awards then outstanding.




- 36 -


ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS



At February 28, 2022, AITX had
3,229,426,884 shares of its common stock issued and outstanding. The following table sets forth information regarding the beneficial ownership
of our common stock as of February 28, 2022, and reflects:



●
    each of our executive officers;●
    each of our directors;●
    all of our directors and executive officers as a group; and●
    each stockholder known by us to be the beneficial owner of more than 5% of our outstanding shares of common stock.

Information on beneficial ownership
of securities is based upon a record list of our stockholders and we have determined beneficial ownership in accordance with the rules
of the SEC. We believe, based on the information furnished to us, that the persons and entities named in the table below have sole voting
and investment power with respect to all shares of common stock that they beneficially own, subject to applicable community property laws,
except as otherwise provided below.



Name
    
    Amount and Nature of Beneficial Ownership (1)
    
    Percent of
Class (2)Named Executive Officers and Directors:Steve Reinharz (4)
    
    10,707,626,040
    
    67.86%Garett Parsons (3)
    
    804,164,568
    
    5.10%All executive officers and directors as a group (2 persons)
    
    11,511,790,608
    
    72.96%5% Stockholders:Steve Reinharz (4)
    
    10,707,626,040
    
    67.86%__________

(1)
    Beneficial ownership is determined in accordance with the rules of the Securities and Exchange Commission and generally includes voting or investment power with respect to securities. Beneficial ownership also includes shares of stock subject to options and warrants currently exercisable or exercisable within 60 days of the date of this table. In determining the percent of common stock owned by a person or entity as of the date of this Report, (a) the numerator is the number of shares of the class beneficially owned by such person or entity, including shares which may be acquired within 60 days on exercise of warrants or options and conversion of convertible securities, and (b) the denominator is the sum of (i) the total shares of common stock outstanding on as of May 12, 2021 3,545,772,882 shares, and (ii) the total number of shares that the beneficial owner may acquire upon exercise of the derivative securities. Unless otherwise stated, each beneficial owner has sole power to vote and dispose of its shares.(2)
    Based on 3,545,772,882 shares of the Company’s common stock issued and outstanding as of May 11, 2022.(3)
    Mr. Parsons is a Company director and formerly the Company’s President, Chief Executive Officer and Chief Financial Officer and owns 1,000,000 shares of our Series E Preferred Stock and 184 shares of our Series F Preferred Stock. If Mr. Parsons converted the 184 shares of the Company’s Series F Preferred stock, he would receive 804,164,568 shares of the Company’s common stock, which is included in the chart above as if such conversion has occurred. Further, the outstanding shares of Series E preferred stock have the right to take action by written consent or vote based on the number of votes equal to twice the number of votes of all outstanding shares of common stock. As a result, the holders of Series E preferred stock has 2/3rds of the voting power of all shareholders at any time corporate action requires a vote of shareholders.(4)
    Steve Reinharz is a director  and the Company’s Chief Executive Officer, Chief Financial Officer and Secretary as well as  the CEO of RAD and is the holder of (i) 3,350,000 shares of our Series E Preferred Stock and, (ii) 2,450 shares of our Series F Convertible Preferred Stock. If Mr. Reinharz converted the 2,450 shares of the Company’s Series F Convertible Preferred Stock, he would receive 10,707,626,040 shares of the Company’s common stock, which is included in the chart above as if such conversion has occurred. Further, the outstanding shares of Series E preferred stock have the right to take action by written consent or vote based on the number of votes equal to twice the number of votes of all outstanding shares of common stock. As a result, the holders of Series E preferred stock has 2/3rds of the voting power of all shareholders at any time corporate action requires a vote of shareholders.


- 37 -


ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
AND DIRECTOR INDEPENDENCE



We do not have a written policy
for the review, approval or ratification of transactions with related parties or conflicted transactions. When such transactions arise,
they are referred to our board of directors for its consideration.



For the years ended February 28, 2022 and February 28, 2021, the Company
made net repayments of $803,394 and $693,049, respectively, to its loan payable-related party. At February 28, 2022, the loan payable-related
party was $193,556 and $904,806 at February 29, 2020. As of February 28, 2022, included in the balance due to the related party is $108,000
of deferred salary and interest, $90,000 of which bears interest at 12%. At February 28, 2021 there was $883,710, with $642,000 bearing
interest at 12%. The accrued interest included at February 28, 2022 was $2,700 (2021- $118,098).



Pursuant to the amended Employment Agreement with its Chief Executive Officer,
the Company issued 1,500 shares of Series G Preferred Shares which are redeemable at the Company’s option at $1,000 per share and
recorded $1,500,000 of stock based compensation. During the year ended February 28, 2022, the Company redeemed these shares for $1,500,000
and accrued $479,500 as incentive compensation plan payable with a corresponding recognition of stock based compensation due to the expectation
of additional awards being met.



During the years ended February 28, 2022 and February 28, 2021, the Company
was charged $2,258,819 and $121,973, respectively in consulting fees for research and development to a company partially owned by a principal
shareholder.



ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES



On October 31, 2019 the
Board of Directors of the Company approved and ratified the engagement (“Engagement”) of LJ Soldinger & Associates
LLC (“LJ Soldinger”) as the Company’s new independent registered public accounting firm..



The following table shows the
fees that were billed for the audit and other services provided by LJ Soldinger for the fiscal years ended February 28, 2022 and 2021.



2022Audit Fees
    
    $
    275,000Audit-Related Fees
    
    
    15,000Tax Fees
    
    
    —All Other Fees
    
    
    —Total
    
    $
    290,000

2021Audit Fees
    
    $
    187,000Audit-Related Fees
    
    
    —Tax Fees
    
    
    —All Other Fees
    
    
    —Total
    
    $
    187,000

Audit Fees - This category
includes the audit of our annual financial statements, review of financial statements included in our Quarterly Reports on Form 10-Q and
services that are normally provided by the independent registered public accounting firm in connection with engagements for those fiscal
years. This category also includes advice on audit and accounting matters that arose during, or as a result of, the audit or the review
of interim financial statements.



Audit-Related Fees - This
category consists of assurance and related services by the independent registered public accounting firm that are reasonably related to
the performance of the audit or review of our financial statements and are not reported above under “Audit Fees.” The services
for the fees disclosed under this category would include consultation regarding correspondence with the SEC, other accounting consulting
and other audit services.



Tax Fees - This category
consists of professional services rendered by our independent registered public accounting firm for tax compliance and tax advice. The
services for the fees disclosed under this category include tax return preparation and technical tax advice.


- 38 -


All Other Fees - This category
consists of fees for other miscellaneous items.



As part of its responsibility
for oversight of the independent registered public accountants, the Board has established a pre-approval policy for engaging audit and
permitted non-audit services provided by our independent registered public accountants. In accordance with this policy, each type of audit,
audit-related, tax and other permitted service to be provided by the independent auditors is specifically described and each such service,
together with a fee level or budgeted amount for such service, is pre-approved by the Board. All of the services provided by LJ Soldinger
described above were approved by our Board.



The Company’s principal
accountant did not engage any other persons or firms other than the principal accountant’s full-time, permanent employees.



PART IV



ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES



(a)(1) Financial Statements



The consolidated financial statements
and Report of Independent Registered Public Accounting Firm are listed in the Index to Financial Statements and Financial Statement Schedules
on page F-1 and included on pages F-2 through F-35.



(2) Financial Statement Schedules



All schedules for which provision
is made in the applicable accounting regulations of the SEC are either not required under the related instructions, are not applicable
(and therefore have been omitted), or the required disclosures are contained in the financial statements included herein.




- 39 -


(3) Exhibits.



Exhibit No.
    
    Description of Document2.1
    
    Stock Purchase Agreement, dated August 28, 2017, by and among the registrant, Steve Reinharz and Robotic Assistance Devices Inc. (incorporated by reference to Exhibit 10.1 to the registrant’s current report on Form 8-K filed with the Commission on August 31, 2017).3.1
    
    Articles of Incorporation of the registrant filed with the Nevada Secretary of State on September 8, 2014. (incorporated by reference to Exhibit 3.1 to the registrant’s transition report on Form 10-KT filed with the Commission on March 12, 2018).3.2
    
    Plan and Agreement of Merger of Artificial Intelligence Technology Solutions Inc. (a Florida corporation) and Artificial Intelligence Technology Solutions Inc. (a Nevada corporation). (incorporated by reference to Exhibit 3.2 to the registrant’s transition report on Form 10-KT filed with the Commission on March 12, 2018).3.3
    
    Bylaws of the registrant (incorporated by reference to Exhibit 3.2 to the registrant’s registration statement on Form S-1 (File No. 333-168530), filed with the Commission on August 4, 2010).3.4
    
    Certificate of Designations filed with the Nevada Secretary of State on February 8, 2017. (incorporated by reference to Exhibit 3.4 to the registrant’s transition report on Form 10-KT filed with the Commission on March 12, 2018).3.5
    
    Certificate of Designations filed with the Nevada Secretary of State on May 3, 2017. (incorporated by reference to Exhibit 3.5 to the registrant’s transition report on Form 10-KT filed with the Commission on March 12, 2018).3.6
    
    Amendment to Certificate of Designations filed with the Nevada Secretary of State on May 3, 2017 (incorporated by reference to Exhibit 3.1 to the registrant’s current report on Form 8-K filed with the Commission on May 12, 2017).10.1
    
    Preferred Stock Purchase Agreement dated January 31, 2017 and entered into between the Company and Capital Venture Holdings LLC. (incorporated by reference to Exhibit 10.1 to the registrant’s transition report on Form 10-KT filed with the Commission on March 12, 2018).14.1
    
    Code of Ethics (incorporated by reference to Exhibit 14.1 to the registrant’s registrant statement on Form S-1 (File No. 333-168530), filed with the Commission on August 4, 2010).21.1
    
    List of Subsidiaries. *23.1
    
    Consent of Independent Registered Public Accounting Firm. *31.1
    
    Rule 13(a)-14(a)/15(d)-14(a) Certification of principal executive officer. *31.2
    
    Rule 13(a)-14(a)/15(d)-14(a) Certification of principal financial and accounting officer. *32.1
    
    Section 1350 Certification of principal executive officer. *32.2
    
    Section 1350 Certification of principal financial and accounting officer. *99.1
    
    Insider Trading Policy. (incorporated by reference to Exhibit 99.1 to the registrant’s annual report on Form 10-K filed with the Commission on May 28, 2021).101.INS
    
    Inline XBRL Instance Document – the instance document does not appear in the Interactive Data File because XBRL tags are embedded within the Inline XBRL document. **101.SCH
    
    Inline XBRL Taxonomy Extension Schema Document **101.CAL
    
    Inline XBRL Taxonomy Extension Calculation Linkbase Document **101.DEF
    
    Inline XBRL Taxonomy Extension Definition Linkbase Document **101.LAB
    
    Inline XBRL Taxonomy Extension Label Linkbase Document **101.PRE
    
    Inline XBRL Taxonomy Extension Presentation Linkbase Document **104
    
    Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) **__________

*
    Filed or furnished herewith.**
    To be submitted by amendment.


- 40 -


SIGNATURES



Pursuant to the requirements of
Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.



ARTIFICIAL INTELLIGENCE TECHNOLOGY SOLUTIONS INC.Date: May 27, 2022
    By:
    /s/ Steven ReinharzSteven ReinharzPresident, Chief Executive OfficerDate: May 27, 2022
    By:
    /s/ Anthony BrenzAnthony BrenzChief Financial Officer (principal financial and accounting  officer)



Pursuant to the requirements of
the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the
capacities and on the dates indicated.



Signature
    
    Title
    
    Date/s/ Steven Reinharz
    
    President, Chief Executive Officer and Director (principal executive officer)
    
    May 27, 2022Steven Reinharz/s/ Anthony Brenz
    
    Chief Financial Officer (principal financial and accounting officer)
    
    May 27, 2022Anthony Brenz

- 41 -

ARTIFICIAL INTELLIGENCE TECHNOLOGY SOLUTIONS INC.

(FORMERLY ON THE MOVE SYSTEMS CORP.)



INDEX TO CONSOLIDATED FINANCIAL STATEMENTS



Report of Independent Registered Public Accounting Firm
    F-2Consolidated Balance Sheets
    F-5Consolidated Statements of Operations
    F-6Consolidated Statement of Stockholders’ Deficit
    F-7-8Consolidated Statements of Cash Flows
    F-9Notes to the Consolidated Financial Statements
    F-10


F-1


REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM



To the Board of Directors and
Stockholders of Artificial Intelligence Technology Solutions, Inc.



Opinion on the Financial Statements



We have audited the accompanying consolidated balance
sheets of Artificial Intelligence Technology Solutions, Inc. (the “Company”) as of February 28, 2022 and 2021, and the related
consolidated statements of operations, stockholders’ deficit, and cash flows for each of the years in the two years ended February
28, 2022, 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 February 28, 2022 and 2021, and the results of its operations
and its cash flows for each of the years in the two years ended February 28, 2022, in conformity with accounting principles generally
accepted in the United States of America.



Explanatory Paragraph – Going Concern



The accompanying consolidated financial statements
have been prepared assuming that the Company will continue as a going concern. As more fully explained in Note 1, which includes management’s
plans in regards to this uncertainty, the Company had a net loss of approximately $62 million, an accumulated deficit of approximately
$94 million and stockholders’ deficit of approximately $21 million as of and for the year ended February 28, 2022, and therefore
there is substantial doubt about the ability of the Company to continue as a going concern. The financial statements do not include any
adjustments that might result from the outcome of this uncertainty.



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 audit 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.



Critical Audit Matters



The critical audit matters communicated below are
matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the
Audit Committee and that (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially
challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the
financial statements, taken as a whole, and we are not, by F-2 communicating the critical audit matters below, providing separate opinions
on the critical audit matters or on the accounts or disclosures to which they relate.



Critical Audit Matter Description – Debt
Settlements, Amendments and Extensions



In the year ended February 28, 2022, the Company entered
into a number of agreements to settle outstanding notes payable and convertible notes payable and to amend debt provisions associated
with the sale of future revenues through the issuance of shares of its common stock and different classes of preferred stock. In addition,
at year end, the Company entered into three separate agreements to extend the maturity dates of several of its high dollar value notes
payable that were then near maturity.




F-2


Critical Audit Matter Determination



Debt settlements, amendments to the debt provisions
associated with the sales of future revenues and the extension of maturity dates can encompass significantly complex accounting issues.
It takes a high degree of training to understand and recognize the accounting implications of the various terms of the settlement agreements
in regards to notes payable and convertible notes, amendments to debt provisions associated with the sales of future revenues and the
agreements to extend the maturity dates of notes payables.



Critical Audit Matter Audit Procedures



Our audit procedures related to evaluating the Company’s
accounting for the settlements of convertible note payables and notes payable, the amendments to the debt associated with the sale of
future revenues and for the maturity extensions of the notes payable were as follows:



—
    We read the various instruments, identified the features that impact the accounting for the settlements and extensions, including the grant of warrants as inducements to enter into the extension agreements.—
    We reviewed the assumptions, methods and models used to calculate the allocation of fair value of the instruments at time of settlement, amendment or extension.—
    We performed independent calculations on a test basis of specific instruments to evaluate the model used in calculating the settlement loss associated with the note payable and convertible note payable settlements, the amendments to debt provisions associated with the sales of future revenues and the interest expense associated with maturity extensions.

Critical Audit Matter Relevant Financial Statement
Disclosures



—
    We read the Company’s disclosures related to the settlements, amendments and maturity extensions to ensure the changes were properly accounted for and fully disclosed in the financial statements.

Critical Audit Matter Description – Going
Concern



As discussed in both Note 1 to the consolidated financial
statements and above, the Company has incurred significant losses since inception, and has an accumulated deficit of approximately $94
million and a stockholders’ deficit of $21 million as of February 28, 2022.



Critical Audit Matter Determination



The following items were considered in determining
that a going concern was a critical audit matter.



—
    Significant losses and significant cash used in operations in the year end February 28, 2022—
    We also took into consideration the Company’s need to raise additional debt and equity financing over the next twelve months and the amounts raised as of the time of filing of its financial statements

Critical Audit Matter Audit Procedures



We reviewed the Company’s negative cash flows
from operations



We noted the limited working capital resources



We noted subsequent events and proceeds received from
the ongoing private placement offering as of the date of our opinion



We compared subsequent funding from the private placements
of notes completed as of the filing of these financial statements to the estimated cash flows required to continue operations for the
year subsequent to the date of our report.



Critical Audit Matter Relevant Financial Statement
Disclosures



We reviewed the completeness of the Company’s
Going Concern footnote and the details of the Company’s plans to continue operations for the next twelve months and management’s
disclosure as noted above that there is substantial doubt about the Company’s ability to continue as a going concern.




F-3


/s/ L J Soldinger Associates, LLC



Deer Park, Illinois

May 27, 2022

We have served as the Company’s auditor since 2019.

PCAOB Auditor ID: 00318




F-4


ARTIFICIAL INTELLIGENCE TECHNOLOGY SOLUTIONS INC.

CONSOLIDATED BALANCE SHEETS



February 28, 2022
    
    February 28, 2021ASSETSCurrent assets:Cash
    
    $
    4,648,146
    
    $
    1,044,418Accounts receivable, net
    
    
    429,469
    
    
    98,544Device parts inventory, net
    
    
    1,530,657
    
    
    64,071Prepaid expenses and deposits
    
    
    442,164
    
    
    —Total current assets
    
    
    7,050,436
    
    
    1,207,033Operating lease asset
    
    
    1,331,605
    
    
    47,753Revenue earning devices, net of accumulated depreciation of $434,661 and $229,459, respectively
    
    
    709,063
    
    
    273,714Fixed assets, net of accumulated depreciation of $49,065 and $67,113, respectively
    
    
    137,952
    
    
    34,994Trademarks
    
    
    28,723
    
    
    —Security deposit
    
    
    21,239
    
    
    3,859Total assets
    
    $
    9,279,018
    
    $
    1,567,353LIABILITIES AND STOCKHOLDERS' DEFICITCurrent liabilities:Accounts payable and accrued expenses
    
    $
    968,853
    
    $
    1,373,838Advances payable
    
    
    1,594
    
    
    1,594Balance owed WeSecure
    
    
    —
    
    
    122,000Customer deposits
    
    
    10,000
    
    
    10,500Current operating lease liability
    
    
    254,027
    
    
    43,894Current portion of deferred variable payment obligation
    
    
    325,600
    
    
    91,587Current portion of convertible notes payable, net of discount of $0 and $697,276 respectively
    
    
    3,500
    
    
    196,224Loan payable - related party
    
    
    193,556
    
    
    904,806Incentive compensation plan payable
    
    
    479,500
    
    
    —Current portion of loans payable, net of discount of $14,745 and $0
    
    
    1,004,708
    
    
    944,614Vehicle loan - current portion
    
    
    38,522
    
    
    38,522Current portion of accrued interest payable
    
    
    1,260,271
    
    
    238,665Derivative liability
    
    
    7,587
    
    
    444,466Total current liabilities
    
    
    4,547,718
    
    
    4,410,710Non-current operating lease liability
    
    
    1,057,579
    
    
    3,859Loans payable, net of discount of $4,905,076 and $0, respectively
    
    
    20,309,069
    
    
    8,867,998Deferred variable payment obligation
    
    
    2,525,000
    
    
    2,525,000Accrued interest payable
    
    
    1,816,009
    
    
    303,473Vehicle loan
    
    
    —
    
    
    —Total liabilities
    
    
    30,255,375
    
    
    16,111,040Commitments and ContingenciesStockholders' deficit:Preferred Stock, undesignated; 15,545,650 shares authorized; no shares issued and outstanding at February 28, 2022 and February 28, 2021, respectively
    
    
    —
    
    
    —Series G Convertible Preferred Stock. $0.001 par value; 100,000 shares authorized, no shares issued and outstanding at February 28, 2022 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
    
    
    4,350Series F Convertible Preferred Stock, $1.00 par value; 4,350 shares authorized; 2,532 and 2,799 shares issued and outstanding, respectively
    
    
    2,532
    
    
    2,799Common Stock, $0.00001 par value; 5,000,000,000 shares authorized 4,735,210,360 and 3,229,426,884 shares issued and outstanding, respectively
    
    
    47,353
    
    
    32,294Additional paid-in capital
    
    
    73,015,576
    
    
    16,764,554Preferred stock to be issued
    
    
    99,086
    
    
    174,070Accumulated deficit
    
    
    (94,144,254
    )
    
    (31,521,754
    )Total stockholders' deficit
    
    
    (20,976,357
    )
    
    (14,543,687
    )Total liabilities and stockholders' deficit
    
    $
    9,279,018
    
    $
    1,567,353

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




F-5


ARTIFICIAL INTELLIGENCE TECHNOLOGY SOLUTIONS INC.

CONSOLIDATED STATEMENTS OF OPERATIONS



Year Ended
February 28, 2022
    
    Year Ended
February 28, 2021Revenues
    
    $
    1,447,109
    
    $
    360,888Cost of Goods Sold
    
    
    472,926
    
    
    98,167Gross Profit
    
    
    974,183
    
    
    262,721Operating expenses:Research and development
    
    
    2,961,394
    
    
    378,236General and administrative
    
    
    10,905,129
    
    
    2,748,494Depreciation and amortization
    
    
    232,886
    
    
    120,846Operating lease cost and rent
    
    
    275,785
    
    
    9,461(Gain) loss on disposal of fixed assets
    
    
    (29,125
    )
    
    553Total operating expenses
    
    
    14,346,069
    
    
    3,257,590Loss from operations
    
    
    (13,371,886
    )
    
    (2,994,869
    )Other income (expense), net:Change in fair value of derivative liabilities
    
    
    372,214
    
    
    764,025Interest expense
    
    
    (16,129,499
    )
    
    (3,379,833
    )Loss on settlement of debt
    
    
    (33,068,313
    )
    
    (288,234
    )Total other income (expense), net
    
    
    (48,825,598
    )
    
    (2,904,042
    )Net Loss
    
    $
    (62,197,484
    )
    $
    (5,898,911
    )Net loss per share - basic
    
    $
    (0.02
    )
    $
    (0.01
    )Net loss per share - diluted
    
    $
    (0.02
    )
    $
    (0.01
    )Weighted average common share outstanding - basic
    
    
    4,029,658,082
    
    
    1,015,115,270Weighted average common share outstanding - diluted
    
    
    4,029,658,082
    
    
    1,015,115,270

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




F-6


ARTIFICIAL INTELLIGENCE TECHNOLOGY SOLUTIONS INC. CONSOLIDATED STATEMENT OF STOCKHOLDERS’ DEFICIT FOR THE YEARS ENDED FEBRUARY 28, 2022 AND FEBRUARY
28, 2021  Series E
    
    Series F
    
    Series G
    
    
    
    Additional
    
    
    
    TotalPreferred Stock
    
    Preferred Stock
    
    Preferred Stock
    
    Common Stock
    
    Paid-In
    
    Accumulated
    
    Shareholders'Shares
    
    Amount
    
    Shares
    
    Amount
    
    Shares
    
    Amount
    
    Shares
    
    Amount
    
    Capital
    
    Deficit
    
    DeficitBalance at February 29, 2020
    
    4,350,000
    
    $
    4,350
    
    3,450
    
    $
    177,520
    
    —
    
    $
    —
    
    418,415
    
    $
    4
    
    $
    4,334,564
    
    $
    (25,622,843
    )
    $
    (21,106,405
    )Contributed capital
    
    —
    
    
    —
    
    —
    
    
    —
    
    —
    
    
    —
    
    —
    
    
    —
    
    
    (8,809
    )
    
    —
    
    
    (8,809
    )Adjustment to derivative liability
    
    —
    
    
    —
    
    —
    
    
    —
    
    —
    
    
    —
    
    —
    
    
    —
    
    
    2,837,687
    
    
    —
    
    
    2,837,687Common stock issued for debt conversion
    
    —
    
    
    —
    
    —
    
    
    —
    
    —
    
    
    —
    
    2,329,798,068
    
    
    23,298
    
    
    3,545,388
    
    
    —
    
    
    3,568,686Exercise of warrants
    
    —
    
    
    —
    
    —
    
    
    —
    
    —
    
    
    —
    
    894,210,392
    
    
    8,942
    
    
    (8,942
    )
    
    —
    
    
    —Common shares and warrants issued with promissory notes
    
    —
    
    
    —
    
    —
    
    
    —
    
    —
    
    
    —
    
    5,000,000
    
    
    50
    
    
    2,652,265
    
    
    —
    
    
    2,652,315Class F shares issued for services
    
    —
    
    
    —
    
    110
    
    
    110
    
    —
    
    
    
    
    —
    
    
    —
    
    
    361,974
    
    
    —
    
    
    362,084Cancellation of Series F Preferred Shares
    
    —
    
    
    —
    
    (816
    )
    
    (816
    )
    —
    
    
    —
    
    —
    
    
    —
    
    
    816
    
    
    —
    
    
    —Issuance of Series F shares as part of debt settlement
    
    —
    
    
    —
    
    55
    
    
    55
    
    —
    
    
    —
    
    —
    
    
    —
    
    
    1,151,111
    
    
    —
    
    
    1,151,166Warrants issued as part of debt settlement
    
    —
    
    
    —
    
    —
    
    
    —
    
    —
    
    
    —
    
    —
    
    
    —
    
    
    1,898,500
    
    
    —
    
    
    1,898,500Rounding shares
    
    —
    
    
    —
    
    —
    
    
    —
    
    —
    
    
    —
    
    9
    
    
    —
    
    
    —
    
    
    —
    
    
    —Net income
    
    —
    
    
    —
    
    —
    
    
    —
    
    —
    
    
    —
    
    —
    
    
    —
    
    
    —
    
    
    (5,898,911
    )
    
    (5,898,911
    )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
    )  F-7   Series E
    
    Series F
    
    Series G
    
    
    
    Additional
    
    
    
    TotalPreferred Stock
    
    Preferred Stock
    
    Preferred Stock
    
    Common Stock
    
    Paid-In
    
    Accumulated
    
    Shareholders'Shares
    
    Amount
    
    Shares
    
    Amount
    
    Shares
    
    Amount
    
    Shares
    
    Amount
    
    Capital
    
    Deficit
    
    DeficitBalance 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
    )Cancellation of Series E Shares
    
    (1,000,000
    )
    
    (1,000
    )
    —
    
    
    —
    
    —
    
    
    —
    
    —
    
    
    —
    
    
    1,000
    
    
    —
    
    
    —Series F Preferred Shares issued with amendment agreement
    
    —
    
    
    —
    
    40
    
    
    40
    
    —
    
    
    —
    
    —
    
    
    —
    
    
    3,244,700
    
    
    —
    
    
    3,244,740Series F Preferred Shares Warrants issued with amendment agreement
    
    —
    
    
    —
    
    —
    
    
    —
    
    —
    
    
    —
    
    —
    
    
    —
    
    
    29,770,474
    
    
    —
    
    
    29,770,474Series 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
    )
    
    —
    
    
    —Redemption of 19 Issuable Series F shares
    
    —
    
    
    —
    
    —
    
    
    (74,984
    )
    —
    
    
    —
    
    —
    
    
    —
    
    
    —
    
    
    (425,016
    )
    
    (500,000
    )Exchange of Series F Preferred Shares for debt
    
    —
    
    
    —
    
    (184
    )
    
    (184
    )
    —
    
    
    —
    
    —
    
    
    —
    
    
    (3,999,976
    )
    
    —
    
    
    (4,000,160
    )Issuance of Series G preferred as equity awards per employment agreement
    
    —
    
    
    —
    
    —
    
    
    —
    
    1,500
    
    
    1,500,000
    
    —
    
    
    —
    
    
    —
    
    
    —
    
    
    1,500,000Redemption of Series G shares as compensation payment
    
    —
    
    
    —
    
    —
    
    
    —
    
    (1,500
    )
    
    (1,500,000
    )
    —
    
    
    —
    
    
    —
    
    
    —
    
    
    (1,500,000
    )Adjustment to derivative liability
    
    —
    
    
    —
    
    —
    
    
    —
    
    —
    
    
    —
    
    —
    
    
    —
    
    
    422,272
    
    
    —
    
    
    422,272Common stock issued for debt conversion
    
    —
    
    
    —
    
    —
    
    
    —
    
    —
    
    
    —
    
    31,042,436
    
    
    310
    
    
    898,395
    
    
    —
    
    
    898,705Exercise of warrants
    
    —
    
    
    —
    
    —
    
    
    —
    
    —
    
    
    —
    
    300,251,561
    
    
    3,003
    
    
    (3,003
    )
    
    —
    
    
    —Exchange of debt for common shares
    
    —
    
    
    —
    
    —
    
    
    —
    
    —
    
    
    —
    
    116,104,232
    
    
    1,161
    
    
    6,454,235
    
    
    —
    
    
    6,455,396Stock based compensation on issuable shares
    
    —
    
    
    —
    
    —
    
    
    —
    
    —
    
    
    —
    
    2,100,000
    
    
    21
    
    
    109,179
    
    
    —
    
    
    109,200Issuance of shares, net of $253,811 issuance costs
    
    —
    
    
    —
    
    —
    
    
    —
    
    —
    
    
    —
    
    645,168,473
    
    
    6,452
    
    
    12,515,480
    
    
    —
    
    
    12,521,932Cashless exercise of 100,000,000 warrants
    
    —
    
    
    —
    
    —
    
    
    —
    
    —
    
    
    —
    
    94,770,776
    
    
    948
    
    
    (948
    )
    
    —
    
    
    —Relative fair value of warrants issued with debt
    
    —
    
    
    —
    
    —
    
    
    —
    
    —
    
    
    —
    
    —
    
    
    —
    
    
    3,319,816
    
    
    —
    
    
    3,319,816Warrants issued as part of debt
    
    —
    
    
    —
    
    —
    
    
    —
    
    —
    
    
    —
    
    —
    
    
    —
    
    
    4,749,006
    
    
    —
    
    
    4,749,006Warrants as issuance cost
    
    —
    
    
    —
    
    —
    
    
    —
    
    —
    
    
    —
    
    —
    
    
    —
    
    
    21,918
    
    
    —
    
    
    21,918Warrants as consideration for debt extensions
    
    —
    
    
    —
    
    —
    
    
    —
    
    —
    
    
    —
    
    —
    
    
    —
    
    
    5,415,000
    
    
    —
    
    
    5,415,000Stock based compensation
    
    —
    
    
    —
    
    —
    
    
    —
    
    —
    
    
    —
    
    —
    
    
    —
    
    
    69,350
    
    
    —
    
    
    69,350Net income
    
    —
    
    
    —
    
    —
    
    
    —
    
    —
    
    
    —
    
    —
    
    
    —
    
    
    —
    
    
    (62,197,484
    )
    
    (62,197,484
    )Balance at February 28, 2022
    
    3,350,000
    
    $
    3,350
    
    2,532
    
    $
    101,618
    
    —
    
    $
    —
    
    4,735,210,360
    
    $
    47,353
    
    $
    73,015,576
    
    $
    (94,144,254
    )
    $
    (20,976,357
    )

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




F-8


ARTIFICIAL INTELLIGENCE TECHNOLOGY SOLUTIONS INC. CONSOLIDATED STATEMENTS OF CASH FLOWS  Year Ended
February 28, 2022
    
    Year Ended
February 28, 2021CASH FLOWS FROM OPERATING ACTIVITIES:Net loss
    
    $
    (62,197,484
    )
    $
    (5,898,911
    )Adjustments to reconcile net loss to net cash used in operating activities:Depreciation and amortization
    
    
    232,886
    
    
    120,846Inventory provision
    
    
    65,000
    
    
    —(Gain) loss on disposal of fixed assets
    
    
    (29,125
    )
    
    553Bad debts expense
    
    
    9,022
    
    
    24,868Revenue earning device sold and expensed in cost of sales
    
    
    3,410
    
    
    —Reduction of right of use asset
    
    
    110,148
    
    
    —Accretion of lease liability
    
    
    122,930
    
    
    —Stock based compensation
    
    
    2,158,050
    
    
    362,084Interest expense related to the issuance of warrants for debt extensions
    
    
    5,415,000
    
    
    —Interest expense related to penalties from debt defaults
    
    
    —
    
    
    939,705Change in fair value of derivative liabilities
    
    
    (372,214
    )
    
    (764,025
    )Amortization of debt discounts
    
    
    7,597,242
    
    
    201,567(Gain) loss on settlement of debt
    
    
    33,068,313
    
    
    288,234Increase (decrease) in related party accrued payroll and interest
    
    
    264,331
    
    
    294,744Changes in operating assets and liabilities:Accounts receivable
    
    
    (339,947
    )
    
    (73,295
    )Prepaid expenses
    
    
    (442,164
    )
    
    —Deposit on right of use asset
    
    
    (19,999
    )Device parts inventory
    
    
    (2,191,571
    )
    
    (177,196
    )Accounts payable and accrued expenses
    
    
    (596,615
    )
    
    89,229Accrued expense, related party
    
    
    (167,187
    )
    
    (7,247
    )Customer deposits
    
    
    (500
    )
    
    500Operating lease liability payments
    
    
    (233,078
    )
    
    —Balance owed WeSecure
    
    
    (122,000
    )
    
    (40,500
    )Current portion of deferred variable payment obligations for Payments
    
    
    234,013Accrued interest payable
    
    
    2,606,097
    
    
    1,565,519Net cash used in operating activities
    
    
    (14,825,442
    )
    
    (3,073,325
    )CASH FLOWS FROM INVESTING ACTIVITIES:Purchase of fixed assets
    
    
    (115,493
    )
    
    (37,764
    )Acquisition of trademarks
    
    
    (26,327
    )
    
    —Cash paid for security deposit
    
    
    (17,380
    )
    
    (3,859
    )Proceeds on disposal of fixed assets
    
    
    30,000
    
    
    1,000Net cash used in investing activities
    
    
    (129,200
    )
    
    (40,623
    )CASH FLOWS FROM FINANCING ACTIVITIES:Share proceeds net of issuance costs
    
    
    12,521,932
    
    
    —Proceeds from convertible notes payable
    
    
    —
    
    
    692,650Repayment of convertible debt
    
    
    (65,000
    )
    
    (250,000
    )Proceeds from deferred variable payment obligation
    
    
    —
    
    
    966,000Proceeds from loans payable
    
    
    9,426,146
    
    
    3,603,623Repayment of loans payable
    
    
    (516,314
    )
    
    (173,881
    )Series G preferred shares redeemed as payment on incentive plan payable
    
    
    (1,500,000
    )
    
    —Dividend upon 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
    
    
    (808,394
    )
    
    (693,049
    )Net cash provided by financing activities
    
    
    18,558,370
    
    
    4,145,059Net change in cash
    
    
    3,603,728
    
    
    1,031,111Cash, beginning of period
    
    
    1,044,418
    
    
    13,307Cash, end of period
    
    
    $4,648,146
    
    
    $1,044,418Supplemental disclosure of cash and non-cash transactions:Cash paid for interest
    
    
    $225,003
    
    
    $321,553Cash paid for income taxes
    
    $
    —
    
    $
    —Noncash investing and financing activities:Right of use asset for lease liability
    
    $
    1,374,002
    
    $
    56,396Transfer from device parts inventory to fixed assets
    
    $
    659,985
    
    $
    —Net assets on consolidation of RAD G
    
    $
    —
    
    $
    106,256Conversion of convertible notes and interest to shares of common stock
    
    $
    898,705
    
    $
    3,568,686Release of derivative liability on conversion of convertible notes payable
    
    $
    422,272
    
    $
    2,837,687Debt discount from derivative liabilities
    
    $
    —
    
    $
    143,133Derivative debt discount on revaluation of loan amendment
    
    $
    438,835
    
    $
    —Settlement and exchange of convertible notes payable
    
    $
    —
    
    $
    7,091,576Exchange of notes payable for Series F preferred shares
    
    $
    6,732,835
    
    $
    —Discount applied to face value of loans
    
    $
    6,162,945
    
    $
    521,700Warrants issued as part of debt issuance
    
    $
    8,068,822
    
    $
    —Exercise of warrants
    
    $
    3,951
    
    $
    8,942Series 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
    
    $
    —Opening balance sheet RAD G
    
    $
    —
    
    $
    8,809  The accompanying notes are an integral part of
these consolidated financial statements.  F-9   ARTIFICIAL INTELLIGENCE TECHNOLOGY SOLUTIONS INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS



1. GENERAL INFORMATION AND GOING CONCERN



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



Robotic Assistance Devices, LLC (“RAD”),
was incorporated in the State of Nevada on July 26, 2016 as a 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, in which AITX purchased all of the outstanding shares of capital
stock 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.



GOING CONCERN



The accompanying 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 year ended February 28, 2021, the Company
had negative cash flow from operating activities of $14,825,442. As of February 28, 2022 the Company has an accumulated deficit of $94,144,254
and working capital of $2,502,718. 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 all its credit and debt obligations, make any payments in the form of dividends to its shareholders or fully implement its business
plan. Without additional capital, the Company will not be able to remain in business.



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



The company began raising money through it’s
S-3 this year and made improvements in paying off debt, investing in inventory and at February 28, 2022 had $4.6 million of cash on hard.
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 February
28, 2022 has raised approximately $12.5 million net of issuance costs through the sale of its common shares and approximately $9.4 million
in proceeds from debt issuances.




F-10


ARTIFICIAL INTELLIGENCE TECHNOLOGY SOLUTIONS INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS



2. ACCOUNTING POLICIES



Basis of Presentation and Consolidation



The accompanying financial statements have been prepared
in accordance with generally accepted accounting principles in the United States (“GAAP”) and in conformity with the instructions
on Form 10-K of Regulation S-X and the related rules and regulations of the Securities and Exchange Commission (“SEC”). The
audited consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries, Robotic Assistance Devices,
Inc., Robotic Assistance Devices Group , Inc, Robotic Assistance Devices Mobile , Inc. , On the Move Experience, LLC and OMV Transports,
LLC. All significant intercompany accounts and transactions have been eliminated in consolidation.



Use of Estimates



In order to prepare financial statements in conformity with accounting
principals 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 equity instruments used in debt settlements, amendments and
extensions.



Reclassifications



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



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 $33,890 and $24,868 provided
as of February 28, 2022 and February 28, 2021, respectively. For the year ended February 28, 2022 , three customers account for 63% of
total accounts receivable (2021- 68%).



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. At February 28, 2022 and at February 28, 2021 there was a valuation
reserve of $65,000 and $0, respectively.



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.




F-11


ARTIFICIAL INTELLIGENCE TECHNOLOGY SOLUTIONS INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS



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 yearsOffice equipment
    
    4 yearsWarehouse equipment
    
    5 yearsDemo Devices
    
    4 yearsVehicles
    
    3 yearsLeasehold 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 February 28, 2022 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.



Sales of Future Revenues



The Company has entered into transactions, as more
fully described in footnote 10, 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 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.




F-12


ARTIFICIAL INTELLIGENCE TECHNOLOGY SOLUTIONS INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS



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.. For the year ended February 28, 2022 , two customers
accounted for 43% of total revenue (2021- 49%).



Income Taxes



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



On December 22, 2017, the Tax Cuts and Jobs Act (“Tax
Act”) was signed into law. ASC 740, Accounting for Income Taxes requires companies to recognize the effects of changes in tax laws
and rates on deferred tax assets and liabilities and the retroactive effects of changes in tax laws in the period in which the new legislation
is enacted. The Company’s gross deferred tax assets were revalued based on the reduction in the federal statutory tax rate from
35% to 21%. A corresponding offset has been made to the valuation allowance, and any potential other taxes arising due to the Tax Act
will result in reductions to the Company’s net operating loss carryforward and valuation allowance. The Company will continue to
analyze the Tax Act to assess its full effects on the Company’s financial results, including disclosures, for the Company’s
fiscal year ending February 28, 2022, but the Company does not expect the Tax Act to have a material impact on the Company’s consolidated
financial statements.



Leases



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



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.




F-13


ARTIFICIAL INTELLIGENCE TECHNOLOGY SOLUTIONS INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS



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 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).



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.


F-14


ARTIFICIAL INTELLIGENCE TECHNOLOGY SOLUTIONS INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS



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:



Fair Value Measurement UsingAmount at
Fair Value
    
    Level 1
    
    Level 2
    
    Level 3February 28, 2022LiabilitiesIncentive compensation plan payable- revaluation of equity awards payable in Series G shares
    
    $
    479,500
    
    $
    —
    
    $
    —
    
    $
    479,500Derivative liability – conversion features pursuant to convertible notes payable
    
    $
    7,587
    
    $
    —
    
    $
    —
    
    $
    7,587February 28, 2021LiabilitiesIncentive 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 determining
fair value for derivative liability.



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.



Recently Issued Accounting Pronouncements



Recently
Adopted Accounting Standards



In
December 2019, the Financial Accounting Standards Board (FASB) issued amended guidance on the accounting and reporting of income taxes.
The guidance is intended to simplify the accounting for income taxes by removing exceptions related to certain intraperiod tax allocations
and deferred tax liabilities; clarifying guidance primarily related to evaluating the step-up tax basis for goodwill in a business combination;
and reflecting enacted changes in tax laws or rates in the annual effective tax rate. The Company adopted the new guidance effective February
1, 2021. There was no impact to the Company’s consolidated financial statements upon adoption.




F-15


ARTIFICIAL INTELLIGENCE TECHNOLOGY SOLUTIONS INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS



In January 2020,
the FASB issued new guidance intended to clarify certain interactions between accounting standards related to equity securities, equity
method investments and certain derivatives. The guidance addresses accounting for the transition into and out of the equity method of
accounting and measuring certain purchased options and forward contracts to acquire investments. The Company adopted the new guidance
effective February 1, 2021. There was no impact to the Company’s consolidated financial statements upon adoption.



In August 2020,
the FASB issued amended guidance on the accounting for convertible instruments and contracts in an entity’s own equity. The guidance
removes the separation model for convertible debt instruments and preferred stock, amends requirements for conversion options to be classified
in equity as well as amends diluted earnings per share (EPS) calculations for certain convertible debt instruments. The amended guidance
is effective for interim and annual periods in 2022. The application of the amendments in the new guidance are to be applied either on
a modified retrospective or a retrospective basis. We are currently assessing the effect that the adoption of this standard will have
on the Company’s consolidated financial statements upon adoption.



Recently
Issued Accounting Standards Not Yet Adopted



In March 2020,
the FASB issued optional guidance to ease the potential burden in accounting for (or recognizing the effects of) reference rate reform
on financial reporting and subsequently issued clarifying amendments. The guidance provides optional expedients and exceptions for accounting
for contracts, hedging relationships, and other transactions that reference the London Interbank Offered Rate (LIBOR) or another reference
rate expected to be discontinued because of reference rate reform. The optional guidance is effective upon issuance and can be applied
on a prospective basis at any time between January 1, 2020 through December 31, 2022. The Company is currently evaluating the impact
of adoption on its consolidated financial statements.



In October 2021,
the FASB issued amended guidance that requires acquiring entities to recognize and measure contract assets and liabilities in a business
combination in accordance with existing revenue recognition guidance. The amended guidance is effective for interim and annual periods
in 2023 and is to be applied prospectively. Early adoption is permitted on a retrospective basis to the beginning of the fiscal year of
adoption. The adoption of this guidance will not have a material impact on the Company’s consolidated financial statements for prior
acquisitions; however, the impact in future periods will be dependent upon the contract assets and contract liabilities acquired in future
business combinations.



In November 2021, the FASB
issued new guidance to increase the transparency of transactions with a government that are accounted for by applying a grant or contribution
accounting model by analogy. The guidance requires annual disclosures of such transactions to include the nature of the transactions and
the significant terms and conditions, the accounting treatment and the impact to the company’s financial statements. The guidance
is effective for annual periods beginning in 2022 and is to be applied on either a prospective or retrospective basis. The Company is
currently evaluating the impact of adoption on its consolidated financial statements.



3. 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 was adopted. On March 1, 2019.



As disclosed in the revenue recognition section of
Note 2 – Accounting Polices, the Company adopted Topic 606 in accordance with the effective date on March 1, 2018. Note 2 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.



Upon adoption of Topic 842, also referred to above
in Note 2, the Company accounts 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 for periods greater than one year. To date none of the lease agreements entered into
have been for periods longer than one year or greater, and the Company has availed itself of the practical expedient to exclude such leases
from ASC 84 2accountiong and instead has accounted for these leases under ASC 606.




F-16


ARTIFICIAL INTELLIGENCE TECHNOLOGY SOLUTIONS INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS



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



Year Ended
February 28, 2022
    
    Year Ended
February 28, 2021Device rental activities
    
    $
    592,401
    
    $
    304,294Direct sales of goods and services
    
    
    854,708
    
    
    56,594$
    1,447,109
    
    $
    360,888

NOTE 4 – LEASES



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



There is no lease renewal. The depreciable life of
assets and leasehold improvements are limited by the expected lease term, unless there is a transfer of title or purchase option reasonably
certain of exercise.



Below is a summary of our lease assets and liabilities
at February 28, 2022 and February 28, 2021.



Leases
    
    Classification
    
    February 28, 2022
    
    February 28, 2021AssetsOperating
    
    Operating Lease Assets
    
    $
    1,331,605
    
    $
    47,753LiabilitiesCurrentOperating
    
    Current Operating Lease Liability
    
    $
    254,027
    
    $
    43,894NoncurrentOperating
    
    Noncurrent Operating Lease Liabilities
    
    
    1,057,579
    
    
    3,859Total lease liabilities
    
    
    
    $
    1,311,606
    
    $
    47,753

Note: As most of our leases do not provide an implicit
rate, we use our incremental borrowing rate of 10% which for the leases noted above was based on the information available at commencement
date in determining the present value of lease payments. We compare against loans we obtain to acquire physical assets and not loans we
obtain for financing. The loans we obtain for financing are generally at significantly higher rates and we believe that physical space
or vehicle rental agreements are in line with physical asset financing agreements. CAM charges were not included in operating lease expense
and were expensed in general and administrative expenses as incurred.



Operating lease cost and rent was $275,785 and $9,461
for both the twelve months ended February 28, 2022 and February 28, 2021, respectively.



5. REVENUE EARNING ROBOTS



Revenue earning robots consisted of the following:



February 28, 2022
    
    February 28, 2021Revenue earning devices
    
    $
    1,143,724
    
    $
    500,173Less: Accumulated depreciation
    
    
    (434,661
    )
    
    (226,459
    )$
    709,063
    
    $
    273,714

During the year ended February 28, 2022, the Company
made total additions to revenue earning devices of $647,116 including $647,116 in inventory transfers During the year ended February 28,
2021, the Company made total additions to revenue earning devices of $137,914 which were transfers from inventory. During the year ended
February 28, 2022, the company disposed of 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 for these devices was $208,510
and $103,371 for the years ended February 28, 2022 and February 28, 2021, respectively.




F-17


ARTIFICIAL INTELLIGENCE TECHNOLOGY SOLUTIONS INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS



6. FIXED ASSETS



Fixed assets consisted of the following:



February 28, 2022
    
    February 28, 2021Automobile
    
    $
    101,680
    
    $
    70,896Demo devices
    
    
    16,539
    
    
    3,670Computer equipment
    
    
    36,742
    
    
    23,399Office equipment
    
    
    15,312
    
    
    4,142Warehouse equipment
    
    
    11,415
    
    
    —Leasehold improvements
    
    
    5,329
    
    
    —187,017
    
    
    102,107Less: Accumulated depreciation
    
    
    (49,065
    )
    
    (67,113
    )$
    137,952
    
    $
    34,994

During the year ended February 28, 2021, the Company
made additions to fixed assets of $115,493, additions through inventory transfers of $12,868 and 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 year ended February 28, 2021, the Company
made additions to fixed assets of $37,764 and the Company disposed of office equipment having a net book value of $1,553 for proceeds
of $1,000 and recorded a loss on disposal of $553.



Depreciation expense was $24,376 and $17,475 for the
years ended February 28, 2022 and February 28, 2021, respectively.



7. DEFERRED VARIABLE PAYMENT OBLIGATION



On February 1, 2019 the Company entered into an agreement
with an investor whereby the investor would pay up to $900,000 in exchange for a perpetual 9% rate payment (Payments) on the Company’s
reported quarterly revenue from operations excluding any gains or losses from financial instruments (Revenues). At February 29, 2020 the
investor has advanced the full $900,000.



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



(1)
    The investor would pay up to $400,000 in exchange for a perpetual 4% rate Payment on the Company’s reported quarterly Revenues. At February 29, 2020, $400,000 has been paid to the Company.(2)
    The investor would pay up to $50,000 in exchange for a perpetual 1.11% rate Payment on the Company’s reported quarterly Revenues. At February 29, 2020, $50,000 has been paid to the Company.

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



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



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.




F-18


ARTIFICIAL INTELLIGENCE TECHNOLOGY SOLUTIONS INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS



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



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



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



On August 27, 2020 the Company and the first investor
referred to above consolidated the three separate agreements of February 1, 2019 for $900,000, November 18, 2019 for $225,000 and July
1, 2020 for $800,000 into a new agreement for a total of $1,925,000. This new agreement is for similar terms as the above agreements
save for the following: the rate payment is revised to 14.25% payable on revenues commencing the quarter ended August 31, 2020 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%



The Payments will first become payable on June 30,
2019 (unless otherwise indicated) based on the quarterly Revenues for the quarter ended May 31, 2019 and will accrue every quarter thereafter.
As of February 28, 2022, the Company has accrued approximately $325,600 in Payments (February 28, 2021 -$91,587).



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 May 31, 2021 the warrant holder exercised warrants to acquire
38 shares of Series F Convertible Preferred Stock. The company attributed a fair value based on recent transactions for the Series F Preferred
stock and warrants of $33,015,214 and recorded a loss on settlement of debt with a corresponding adjustment to paid in capital.



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 February 28, 2022, and February 28, 2021, the
long-term balances other than Payments already owed is the cash received of $2,525,000 and $2,525,000, respectively.



For the year ended February 28, 2022, the Company
has received $0 related to the deferred payment obligation as the balance remains $2,525,000 at February 28, 2022. 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.




F-19


ARTIFICIAL INTELLIGENCE TECHNOLOGY SOLUTIONS INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS



8. CONVERTIBLE NOTES PAYABLE



Convertible notes payable consisted of the following:



Balance
    
    BalanceInterest
    
    Conversion
    
    February 28,
    
    February 28,Issued
    
    Maturity
    
    
    Rate
    
    Rate per Share
    
    2022
    
    2021July 18, 2016
    
    July 18, 2017*
    
    
    10%
    
    $0.003
    (2)
    
    3,500
    
    
    3,500December 31, 2016
    
    December 31, 2020
    
    
    8%
    
    35% discount
    (1)
    
    —
    
    
    65,000January 19, 2021
    
    January 19, 2022
    
    
    12%
    
    $0.04
    
    
    —
    
    
    275,000January 27,2021
    
    January 27, 2022
    
    
    10%
    
    $0.10
    (3)
    
    —
    
    
    550,0003,500
    
    
    893,500Less: 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
    
    $
    893,500Less: 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 February  28, 2022. 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”); the Company amended this 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 an additional derivative discount of $438,835 and a loss on extinguishment of $360,125.

During the years ended February 28, 2022 and February
28, 2021, the Company incurred original issue discounts of $0 and $77,500, respectively, and debt discounts from derivative liabilities
of $438,835 and $143,133, respectively, related to both new and re-valued convertible notes payable. These amounts are included in discounts
on convertible notes payable and are being amortized to interest expense over the life of the convertible notes payable. During the years
ended February 28, 2022 and February 28, 2021, the Company recognized interest expense related to the amortization of debt discount of
$$775,986 and $190,197, respectively. The Company recorded penalty interest of $0 during the year ended February 28, 2022 and $939,705
during the year ended February 28, 2021 that is payable upon maturity if not already converted or settled prior to maturity.



All the notes above are unsecured. As of February
28, 2022, the Company had total accrued interest payable of $28,104, all of which is classified as current. As of February 28, 2021, the
Company had total accrued interest payable of $49,764, all of which is classified as current. See description below for details of the
convertible notes issued during the years ended February 28, 2022 and February 28, 2021.




F-20


ARTIFICIAL INTELLIGENCE TECHNOLOGY SOLUTIONS INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS



Convertible notes issued



The Company determined that the embedded conversion
features which result in a variable conversion rate, in the convertibles notes described below should be accounted for as derivative liabilities
as a result of their variable conversion rates.



During the year ended February 28, 2022, the Company
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.

During the year ended February 28, 2021, the Company
had the following convertible note activity:



●
    The Company entered into a convertible note agreement with a lender on January 27, 2021 with a principal amount of  $550,000 received cash proceeds of $463,500 with an original issue discount of $50,000 and issuance fees of $36,500. The note has a one year maturity and bears interest at 10%. The note was issued with a warrant to purchase 8,250,000 shares at an exercise price of $0.10 per share with a 3 year term and having a fair value of $1,149,225 using Black-Scholes with assumptions described in note 13 and 5,000,000 common shares having a fair value of 697,000. After allocating these charges to debt and equity according to their respective values , the initial debt balance net of a debt discount was  $70,377 and the adjustment to paid in capital was $310,961.The discounts are being amortized over the term of the loan. In addition for the year ended February 28, 2021, the Company recorded a derivative discount on the embedded conversion feature of $82,162, , amortization expense of $12,401 with an unamortized discount of $467,222 at February 28, 2021.●
    The Company entered into a convertible note agreement with a lender on January 19, 2021 with a principal amount of $275,000 received cash proceeds of $229,150 with an original issue discount of $27,500, and issuance fees of $18,350. The note has a one year maturity and bears interest at 12%. The note was issued with a warrant to  purchase 11,000,000 shares at an exercise price of $0.045per share with a 3 year term and having a fair value of $594,000 using Black-Scholes with assumptions described in note 13. The discounts are being amortized over the term of the loan. After allocating these charges to debt and equity according to their respective values , the initial debt balance net of a debt discount was  $40,191 and the adjustment to paid in capital of $127,988. Also, for the year ended February 28, 2021, the Company recorded a derivative discount on the embedded conversion feature of $60,971, amortization expense of $8,255 with an unamortized discount of $226,554 at February 28, 2021.●
    The Company recorded $939,705 in penalties as increases on various notes, with a corresponding charge to interest.●
    Holders of certain convertible notes payable elected to convert a total of $2,420,559 of principal and $1,148,127 accrued interest, into 2,329,798,068 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 Company entered into various debt settlement during the year where they settled principal of $556,664 and interest of $260,514 totaling $817,718 for cash payments totaling $770,813.●
    The Company entered into various debt settlement during the year where they exchanged principal of $4,671,030 and interest of $3,042,613 totaling $7,713,643 in exchange for new promissory notes totaling $7,713 ,643 bearing interest at 12% and with three year maturities. In addition as part of the debt exchange  the Company issued 805,000,000 warrants with a 3 year term and an exercise price of $0.002 having a fair value using black-scholes of $1,898,500 and 55 Series F Preferred Stock having a fair value of $1,151,166.


F-21


ARTIFICIAL INTELLIGENCE TECHNOLOGY SOLUTIONS INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS



9. RELATED PARTY TRANSACTIONS



For the years ended February 28, 2022 and February
28, 2021, the Company made net repayments of $803,394 and $693,049, respectively, to its loan payable-related party. At February 28, 2022,
the loan payable-related party was $193,556 and $904,806 at February 29, 2020. As of February 28, 2022, included in the balance due to
the related party is $108,000 of deferred salary and interest, $90,000 of which bears interest at 12%. At February 28, 2021 there was
$883,710, with $642,000 bearing interest at 12%. The accrued interest included at February 28, 2022 was $2,700 (2021- $118,098).



Pursuant to the amended Employment Agreement with
its Chief Executive Officer, the Company issued 1,500 shares of Series G Preferred Shares which are redeemable at the Company’s
option at $1,000 per share and recorded $1,500,000 of stock based compensation. During the year ended February 28, 2022, the Company redeemed
these shares for $1,500,000 and accrued $479,500 as incentive compensation plan payable with a corresponding recognition of stock based
compensation due to the expectation of additional awards being met.



During the years ended February 28, 2022 and February
28, 2021, the Company was charged $2,258,819 and $121,973, respectively in consulting fees for research and development to a company partially
owned by a principal shareholder.



10. OTHER DEBT – VEHICLE LOANS



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, 2022 and February 28, 2021. Regarding the second vehicle loan, the vehicle was returned at
the end of fiscal 2019 and the car was subsequently sold by the lender for proceeds of $21,907 which went to reduce the outstanding balance
of the loan. A loss of $3,257 was recorded as well. A balance of $21,578 remains on this vehicle loan at both February 28, 2021 and February
29, 2020. For the first vehicle loan, the vehicle was retired in 2020, the proceeds of the disposal of $18,766 was applied against the
balance of the loan with a $5,515 gain on the remaining asset value of $13,251. A balance of $16,944 remains on this vehicle loan at both
February 28, 2022 and February 28, 2021. The remaining total balances of the amounts owed on the vehicle loans were $38,522 and $38,522
as of February 28, 2022 and February 28, 2021, respectively, of which all were classified as current.




F-22


ARTIFICIAL INTELLIGENCE TECHNOLOGY SOLUTIONS INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS



11. LOANS PAYABLE



Loans payable at February 28, 2022 consisted of the
following:

AnnualDate
    
    Maturity
    
    Description
    
    Principal
    
    Interest RateJune 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%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)
    
    86,566
    
    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)
    
    —
    
    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, 2024
    
    Promissory note
    (43)
    
    1,650,000
    
    12%March 1, 2021
    
    March 1, 2024
    
    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, 2024
    
    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, 2024
    
    Promissory note
    (46)
    
    1,650,000
    
    12%$
    26,233,598Less current portion of loans payable
    
    
    
    
    (1,019,453
    )Less discount on loans payable
    
    
    
    
    (4,905,076
    )Loans payable
    
    
    
    $
    20,309,069Current portion of loans payable
    
    
    
    $
    1,019,453Less discount on loans payable
    
    
    
    
    (14,745
    )Current portion of loans payable, net of discount
    
    
    
    $
    1,004,708


F-23


ARTIFICIAL INTELLIGENCE TECHNOLOGY SOLUTIONS INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS



*
    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)
    $12,624 loan repaid during year ended February 28, 2022.(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 year ended February 28, 2022.(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 $194,804 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 $600,000 and was issued with a warrant to purchase 300,000,000 shares at an exercise price of $0.135 per share with a 3-year term and having a relative fair value of $4,749,005 using Black-Scholes with assumptions described in note 13. The discounts are being amortized over the term of the loan. After allocating these charges to debt and equity according to their respective values, a debt discount of $4,749.005 with a corresponding adjustment to paid in capital for the relative value of the warrant. For the year ended February 28, 2022, the Company recorded amortization expense of $5,349,005 with an unamortized discount of $0 at February 28, 2022. The maturity was extended from March 1, 2022 to March 1, 2024 on February 28, 2022 in exchange for warrants to purchase 150,000,000 shares of common stock at an exercise price of $.0164 and a 3 year term. These warrants have a fair value of $2,850,000 recorded as interest expense with a corresponding adjustment to paid in capital.(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 year ended
    February 28, 2022, the Company recorded amortization expense $54,102. 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 year ended
    February 28, 2022, the Company recorded amortization expense of $107,162. 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.


F-24


ARTIFICIAL INTELLIGENCE TECHNOLOGY SOLUTIONS INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS



(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. Total loan of $40,000 CDN and accrued interest repaid at February 28, 2022.(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 year ended February 28, 2022, the Company recorded amortization expense of $23,885 with an unamortized discount of $14,745 at February 28, 2022.(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 year ended February 28, 2022, the Company recorded amortization expense of $12,039 with an unamortized discount of $36,290 at February 28, 2022.(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.


F-25


ARTIFICIAL INTELLIGENCE TECHNOLOGY SOLUTIONS INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS



(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 year ended February 28, 2022, the Company recorded amortization expense of $33,823 with an unamortized discount of $109,977 at February 28, 2022.(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 year ended February 28, 2022, the Company recorded amortization expense of $9,856 with an unamortized discount of $50,714 at February 28, 2022.(34)
    This promissory note was issued as part of a debt settlement whereby $2,683,357 in convertible notes and associated accrued interest of $1,237,811 totaling $3,921,168 was exchanged for this promissory note of $3,921,168, and a warrant to purchase 450,000,000 shares at an exercise price of $.002 per share and a three-year maturity having a relative fair value of $990,000. This note is secured by a general security charging all of the Company’s present and after-acquired property.(35)
    This promissory note was issued as part of a debt settlement whereby $1,460,794 in convertible notes and associated accrued interest of $1,593,544 totaling $3,054,338 was exchanged for this promissory note of $3,054,338, and a warrant to purchase 250,000,000 shares at an exercise price of $.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 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 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 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 year ended February 28, 2022, the Company recorded amortization expense of $27,277 with an unamortized discount of $276,853 at February 28, 2022.(40)
    This promissory note was issued as part of a debt settlement whereby $9,200 in convertible notes and associated accrued interest of $6,944 totaling $16,144 was exchanged for this promissory note of $25,000. This note is secured by a general security charging all of the Company’s present and after-acquired property.(41)
    This promissory note was issued as part of a debt settlement whereby $79,500 in convertible notes and associated accrued interest of $28,925 totaling $108,425 was exchanged for this promissory note of $145,000. This note is secured by a general security charging all of the Company’s present and after-acquired property.(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 year ended February 28, 2022, the Company recorded amortization expense of $58,224 with an unamortized discount of $367,232 at February 28, 2022.


F-26


ARTIFICIAL INTELLIGENCE TECHNOLOGY SOLUTIONS INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS



(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 year ended February 28, 2022, the Company recorded amortization expense of $80,746 with an unamortized discount of $1,411,832 at February 28, 2022. The maturity date was extended from February 22, 2022 to February 22, 2024 on February 28, 2022 in exchange for warrants to purchase 50,000,000 at an exercise price of $.0164 and a 3 year term. These warrants have a fair value of $950,000 recorded as interest expense with a corresponding adjustment to paid in capital.(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. 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 year ended February 28, 2022, the Company recorded amortization expense of $1,035,288 with an unamortized discount of $1,249,745 at February 28, 2022. The maturity date was extended from June 8, 2022 to June 8, 2024 on February 28, 2022 in exchange for warrants to purchase 85,000,000 at an exercise price of $.0164 and a 3 year term. These warrants have a fair value of $1,615,000 recorded as interest expense with a corresponding adjustment to paid in capital.(45)
    This loan was in exchange for 184 Series F preferred shares from a former director. The interest and principal are payable at maturity. The loan is unsecured.(46)
    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 250,000,000 shares at an exercise price of $0.037 per share with a 3-year term and having a relative fair value of $1,284,783 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 $1,284,783 with a corresponding adjustment to paid in capital. For the year ended February 28, 2022, the Company recorded amortization expense of $32,349 with an unamortized discount of $1,402,433at February 28, 2022.

12. DERIVATIVE LIABILITIES



As of February 28, 2022, and February 28, 2021 the
Company revalued the fair value of all of the Company’s derivative liabilities associated with the conversion features on the convertible
notes payable and determined that it had a total derivative liability of $7,587 and $444,466, respectively.



The Company estimated the fair value of the derivative
liabilities using the multinomial lattice model using the following key assumptions during the year ended February 28, 2021:



Strike price
    $0.04 - $0.026Fair value of Company common stock
    $0.0632 - $0.0145Dividend yield
    0.00%Expected volatility
    125.3% - 107.7%Risk free interest rate
    0.15% - 0.13%Expected term (years)
    0.5 - 0.25

The Company estimated the fair value of the derivative
liabilities using the multinomial lattice model using the following key assumptions during the year ended February 28, 2021:



Strike price
    $0.2899 - $0.0013Fair value of Company common stock
    $0.138 - $0.0013Dividend yield
    0.00%Expected volatility
    355.10% - 196.50%Risk free interest rate
    0.09% - 0.15%Expected term (years)
    0.25 - 1.00


F-27


ARTIFICIAL INTELLIGENCE TECHNOLOGY SOLUTIONS INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS



During the years ended February 28, 2022, and February
28, 2021 the Company released $422,272 and $2,387,687, respectively, of the Company’s derivative liability to equity due to the
conversions of principal and interest on the associated notes.



The changes in the derivative liabilities (Level 3
financial instruments) measured at fair value on a recurring basis for the year ended February 28, 2022 were as follows:



Balance as of February 28, 2021
    $
    444,466Derivative discount on loan amendment
    
    438,835Adjustment to derivative liability due to debt extinguishment
    
    (81,228
    )Release of derivative liability on conversion of convertible notes payable
    
    (422,272
    )Change in fair value of derivative liabilities
    
    (372,214
    )Balance as of February 28, 2022
    $
    7,587

The changes in the derivative liabilities (Level 3
financial instruments) measured at fair value on a recurring basis for the year ended February 28, 2021 were as follows:



Balance as of February 29, 2020
    $
    6,890,688Release of derivative liability on conversion of convertible notes payable
    
    (2,837,687
    )Debt discount due to derivative liabilities
    
    143,133Adjustment to derivative liability due to debt settlement
    
    (2,987,643
    )Change in fair value of derivative liabilities
    
    (764,025
    )Balance as of February 28, 2021
    $
    444,466

13. STOCKHOLDERS’ DEFICIT



Preferred Stock:The Company is authorized
to issue up to 20,000,000 shares of $0.001 par value preferred stock. The board of directors is authorized to designate any series of
preferred stock up to the total authorized number of shares.



Series E Preferred Stock



The board of directors has designated 4,350,000 shares
of Series E Preferred Stock. As of the date of this report, there are 4,350,000 shares of Series E Preferred Stock outstanding. The Series
E Preferred Stock ranks subordinate to the Company’s common stock as to distributions of assets upon liquidation, dissolution or
winding up of the Corporation. The Series E preferred stock is non-redeemable, does not have rights upon liquidation of the Company and
does not receive dividends. The outstanding shares of Series E Preferred Stock have the right to take action by written consent or vote
based on the number of votes equal to twice the number of votes of all outstanding shares of equity instruments with voting rights. As
a result, the holder of Series E Preferred Stock has 2/3rds of the voting power of all shareholders at any time corporate action requires
a vote of shareholders.



Series F Convertible Preferred Stock



The board of directors has designated 4,350 shares
of Series F Convertible Preferred Stock with a par value of $1.00 per share. As of the date of this report, there are 2,532 shares of
Series F Convertible Preferred Stock outstanding. The Series F Convertible Preferred Stock is non-redeemable, does not have rights upon
liquidation of the Company, does not have voting rights and does not receive dividends. Each holder may, at any time and from time to
time convert all, but not less than all, of their shares of Series F Convertible Preferred Stock into a number of fully paid and nonassessable
shares of common stock determined by multiplying the number of issued and outstanding shares of common stock of the Company on the date
of conversion by three and 45 100ths (3.45) on a pro rata basis. So long as any shares of Series F Convertible Preferred Stock are outstanding,
the Company shall not, without first obtaining the approval of the majority of the holders: (a) alter or change the rights, preferences
or privileges of any capital stock of the Company so as to affect adversely the Series F convertible preferred stock; (b) create
any Senior Securities; (c) create any pari passu Securities; (d) do any act or thing not authorized or contemplated by the Certificate
of Designation which would result in any taxation with respect to the Series F Convertible Preferred Stock under Section 305 of the
Internal Revenue Code of 1986, as amended, or any comparable provision of the Internal Revenue Code as hereafter from time to time amended,
(or otherwise suffer to exist any such taxation as a result thereof).




F-28


ARTIFICIAL INTELLIGENCE TECHNOLOGY SOLUTIONS INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS



Summary of Preferred Stock Activity



Series G Preferred Stock



The board of directors has designated 100,000 shares
of Series G Preferred Stock. As of the date of this report, there are no shares of Series G Preferred Stock outstanding. The series G
shares are redeemable at $1,000 per share The Series G preferred stock does not have voting rights, does not have rights upon liquidation
of the Company and does not receive dividends.



Series E Preferred Stock



During the year ended February 28, 2022 Series E shareholders
had the following activity:



—
    A shareholder cancelled 1,000,000 Class E shares. The company recorded an adjustment to paid in capital.

Series F Preferred Stock



During the year ended February 28, 2022 Series F shareholders
had the following activity:



—
    40 Series F Preferred Shares and a warrant to purchase 367 Series F Preferred Shares with a five-year term and an exercise price of $1.00 were issued to an investor in exchange for amending their deferred variable payment obligation agreement.  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 warrant holder exercised the warrant in part to acquire 38 Series F Preferred Shares.—
    The shareholder above converted 78 Series F Preferred Shares into 316,345,908 common shares.—
    Two Series F Preferred shareholders exchanged 83 Series F Preferred Shares for two promissory notes on March 23, 2021. The notes are non-interest bearing, have a one-year maturity and total $7,546,775. These notes were subsequently exchanged on June 2, 2021 for a total of 116,104.232 common shares.—
    On July 12, 2021, the former director agreed to surrender his remaining 184 Series F preferred shares in exchange for a note payable from the Company of $4,000,160 bearing interest at 7% per annum with a 5 year term, maturing July 12, 2026.—
    On August 24, 2021the Series F preferred warrant holder agreed to not exercise his warrant privileges on his remaining 329 warrant shares before September 1, 2023.

Summary of Preferred Stock Warrant Activity



Number of Series F Preferred Warrants
    
    Weighted Average Exercise Price
    
    Weighted Average Remaining YearsOutstanding at March 1, 2021
    
    —
    
    —
    
    —Issued
    
    367
    
    $1.00
    
    5.00Exercised
    
    (38
    )
    $1.00
    
    5.00Forfeited and cancelled
    
    —
    
    —
    
    —Outstanding at February 28 2022
    
    329
    
    $1.00
    
    4.50


F-29


ARTIFICIAL INTELLIGENCE TECHNOLOGY SOLUTIONS INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS



On August 23, 2021, the Company filed amended Series
F preferred shares such that Series F preferred shares are not convertible into common stock by a holder until (A) August 23, 2023 or
(B) the date on which such a conversion may be required for the purpose of (i) uplisting the Company to a new stock exchange, or (ii)
selling more than 50% of the Company’s assets.



On July 22, 2020 the board of directors passed a resolution
whereby the sole director agreed to return for cancellation, 816 of his 1000 Series F preferred shares to the Company.



On December 1, 2020 the company issued 110 Series
F shares having a fair value of $362,084 to a consultant for services previously rendered which was recorded as professional fees with
a corresponding adjustment to accrued liabilities.



Unissued Series F Preferred Stock



During the year ending February 28, 2022 the Company
redeemed (through cancellation) 19 shares of issuable Series F preferred stock having a value of $ 74,984 for $500,000, with the difference
of $425,016 recorded as a dividend. At November 30, 2021 there remains 46 issuable Series F preferred stock at a value of $99,086. At
February 28, 2021 there was 65 issuable Series F preferred stock at a value of $174,070.



During the year ended February 28, 2021 the Company
had the following preferred stock activity:



—
    On July 22, 2020 the board of directors passed a resolution whereby the sole director agreed to return for cancellation, 816 of his 1000 Series F preferred shares to the Company.—
    On December 1, 2020 the company issued 110 Series F shares having a fair value of $362,084 to a consultant for services previously rendered which was recorded as professional fees with a corresponding adjustment to accrued liabilities.—
    On December 14, 2020, as part of a debt settlement described in Note 8 , the company issued 55 Series F preferred shares to a lender at a fair value of $1,151,166.

Series G Preferred Stock



During the year ending February 28, 2022 Series G
shareholders had the following activity:



—
    On achievement of objectives 3,4,5 and 8 of the equity awards described below the CEO was granted 1500 Series G Preferred shares which were redeemed immediately for $1,500,000—
    The Company has accrued $1,979,500 of the equity awards and incentive compensation plan payable with the balance of $479,500 at February 28, 2022 after the $1,500,000 payment above.

Summary of Common Stock Activity



During the year ending February 28, 2022 common shareholders
had the following activity:



—
    A Series F Preferred shareholder converted 78 Series F Preferred Shares for 316,345,998 common shares.—
    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.—
    in June 2021, lenders exchanged debt having a face value of $7,546,775 and a net book value of $6,894,099 for 116,104,232 common shares having a fair value of $6,455,396. A gain on settlement of debt of $438,703 was recorded.—
    the Company entered into an investor relations contract whereby 2,100,000 shares are issuable as of February 28, 2022. Stock based compensation of $109,200 was recorded in the period ended February 28, 2022.—
    the Company issued 645,168,473 common shares with gross proceeds of $13,108,624 and cash proceeds of $12,521,932 after issuance costs of $586,692—
    warrant holders exercised warrants to acquire 411,000,000 shares on a cashless basis for 395,022,447 common shares with a corresponding adjustment to paid in capital.


F-30


ARTIFICIAL INTELLIGENCE TECHNOLOGY SOLUTIONS INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS



On March 27, 2020 , the Company undertook a 10,000:1
reverse stock split. The share capital has been retrospectively adjusted accordingly to reflect this reverse stock split, except for the
conversion price of certain convertible notes as the conversion price is not subject to adjustment from forward and reverse stock splits
(see Note 13). Certain instruments issued prior to the reverse split that exercise into shares of our common stock are now shown in fractional
units due to the effect of the reverse split. If exercised, the Company is required to issue whole shares under its articles of incorporation.



During the year ended February 28, 2021 the Company
had the following common stock activity:



—
    The Company issued 2,329,798,068 shares of its common stock for the conversion of debt and related interest and fees totaling $3,568,686 including $2,420,559  of principal and $1,148,127 of interest, and additionally $20,500 in fees in connection with debt converted during the period, as well as the release of the related derivative liability.—
    In connection with a note issuance in January 2021, the Company issued 5,000,000 shares of common stock

Summary of Warrant Activity



Number of
Warrants
    
    Weighted Average
Exercise Price
    
    Weighted Average
Remaining YearsOutstanding at February 29, 2020
    
    142,859,043
    
    $0.003
    
    1.81Issued
    
    1,424,521,449
    
    0.002
    
    3.00Exercised
    
    (947,857,000)
    
    0.002
    
    3.00Forfeited and cancelled
    
    —
    
    —
    
    —Outstanding at February 28, 2021
    
    619,523,492
    
    $0.03
    
    2.81Issued
    
    1,008,324,212
    
    0.06
    
    2.47Exercised
    
    (411,000,000)
    
    0.06
    
    1.75Forfeited and cancelled
    
    (2,043)
    
    —
    
    —Outstanding at February 28, 2022
    
    1,216,845,661
    
    $0.06
    
    2.38

For the years ended February 28, 2022 and February
28, 2021, the Company recorded a total of $0 and $362,084, respectively on stock-based payments for warrants with a corresponding adjustment
to additional paid-in capital.



For both the years ended February 28, 2022 and February 28, 2021 the Company
recorded a total of $2,158,050 and $0 respectively, to stock-based compensation for options, and shares with a corresponding adjustment
to additional paid-in capital.



During the year ended February 28, 2022 warrant holders
had the following activity:



—
    warrant holders exercised warrants to acquire 411,000,000 shares on a cashless basis for 395,022,447 common shares with a corresponding adjustment to paid in capital.—
    in conjunction with debt disclosed in Note 11 (44), the Company issued warrants to a lender 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, in conjunction with debt disclosed in Note 11 (10), the Company issued warrants to a lender 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,andin conjunction with debt disclosed in Note 11 (46), the Company issued warrants to a lender to purchase 250,000,000 shares at an exercise price of $0.037 per share with a 3-year term and having a relative fair value of $1,284,783 all using the Black-Scholes model with assumptions described below:

Strike price
    $0.135 - $0.037Fair value of Company’s common stock
    $0.146 - $0.0071Dividend yield
    0.00%Expected volatility
    411.0% - 403.33%Risk free interest rate
    0.43% - 0.27%Expected term (years)
    3.00


F-31


ARTIFICIAL INTELLIGENCE TECHNOLOGY SOLUTIONS INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS



—
    in conjunction with debt extensions on notes payable  disclosed in Note 12 (10, 43, 44), the Company issued warrants to a lender to purchase a total 285,000,000 shares at an exercise price of $0.164 per share with a 3-year term and having an aggregate  fair value of $5,415,000, recorded as interest with a corresponding adjustment to paid in capital all using the Black-Scholes model with assumptions described below:

Strike price
    $0.0164Fair value of Company’s common stock
    $0.019Dividend yield
    0.00%Expected volatility
    385.60%Risk free interest rate
    1.62%Expected term (years)
    3.00

—
    As share issuance costs to a broker the company issued warrants to acquire a total of 3,324,212 shares with a fair value of $21,929 recorded against share proceeds with a corresponding adjustment to paid in capital all using the Black-Scholes model with assumptions described below:

Strike price
    $0.041-$0.029Fair value of Company’s common stock
    $0.039-$0.028Dividend yield
    0.00%Expected volatility
    35.30-35.90%Risk free interest rate
    0.46-0.95%Expected term (years)
    3.00

Summary of CEO Compensation Grant



On April 9, 2021 the Company entered into an Employment
Agreement with Chief Executive Officer, Steven Reinharz with a three- year term under the following terms whereby stock option awards
will be granted if certain conditions are met:



—
    A stock option award (option 1) will be granted to the employee to purchase 10,000,000 shares at an exercise price of $ $0.15 per share if the trading share price of the Company reaches an average of $0.30 per share for ten days over a 30 day trading period.—
    A stock option award (option 2) will be granted to the employee to purchase 30,000,000 shares at an exercise price of $ $0.25 per share if the trading share price of the Company reaches an average of $0.50 per share for ten days over a 30 day trading period.

Objective #3:
    Sales in any fiscal quarter exceed the total sales in fiscal year 2021 for the first time.Award #3:
    Five hundred (500) shares of Series G preferred stock.Objective #4:
    One hundred fifty (150) devices are deployed in the marketplace.Award #4:
    Two hundred fifty (250) shares of Series G preferred stock.Objective #5:
    Year-to-date sales at any point in fiscal year 2022 exceed One Million Dollars ($1,000,000).Award #5:
    Two hundred fifty (250) shares of Series G preferred stock.Objective #6:
    The price per share of common stock has increased to and maintains a price of Ten Cents ($0.10) or more for ten (10) days in a thirty (30) day period.Award #6:
    Two hundred fifty (250) shares of Series G preferred stock.Objective #7:
    The price per share of common stock has increased to and maintains a price of Twenty Cents ($0.20) or more for ten (10) days in a thirty (30) day period.Award #7:
    Five hundred (500) shares of Series G preferred stock.


F-32


ARTIFICIAL INTELLIGENCE TECHNOLOGY SOLUTIONS INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS



Objective #8:
    The RAD 3.0 products are launched into the marketplace by November 30, 2021.Award #8:
    Five hundred (500) shares of Series G preferred stock.Objective #9:
    RAD receives an order for fifty (50) units from a single customer.Award #9:
    Five hundred (500) shares of Series G preferred stock.

The fair value of the first two awards was obtained
through the use of the Monte Carlo method was $69,350 with a charge to stock- based compensation and a corresponding charge to paid in
capital. The fair value of the remaining rewards was determined by calculating the vesting amounts of each reward and then determining
for each reporting period the requisite service rendered and applying that against the cash redemption value of the number of shares of
Series G issuable for each tier in the agreement. For the period ended January 31 2022 that amount totaled $1,979,500 with a charge to
stock-based compensation and a corresponding charge to incentive compensation plan payable. With the achievement of objectives 3,4,5 and
8 of the equity awards described above the CEO was granted 1,500 Series G Preferred shares which were redeemed in the reporting period
for $1,500,000 in cash. As part of the grant, the Company is responsible for grossing up the award value and has accrued additional compensation
for the estimated taxes to be paid by the executive.



On April 14, 2021, the Shareholders of Series E Preferred
Stock and the Board of Directors of our Company (“Board”) approved and adopted the 2021 Incentive Stock Plan (the “2021
Plan”).



The purpose of the 2021 Plan is to promote the success
of the Company by authorizing incentive awards to retain Directors, executives, selected Employees and Consultants, and reward participants
for making major contributions to the success of the Company. The 2021 Plan authorizes the granting of stock options, restricted stock,
restricted stock units, stock appreciation rights and stock awards. A total of five million (5,000,000) shares of common stock may be
issued under the 2021 Plan. All awards under the 2021 Plan, whether vested or unvested, are subject to the terms of any recoupment, clawback
or similar policy of the Company in effect from time to time, as well as any similar provisions of applicable law, which could in certain
circumstances require repayment or forfeiture of awards or any shares of stock or other cash or property received with respect to the
awards, including any value received from a disposition of the shares acquired upon payment of the awards. The 2021 Plan will be administered
by the Board or any Committee authorized by the Board, if applicable, which will have the sole authority to, among other things: construe
and interpret the 2021 Plan; make rules and regulations relating to the administration of the 2021 Plan; select participants; and establish
the terms and conditions of awards, all in accordance with the terms of the 2021 Plan. The 2021 Plan will remain in effect until April
14, 2031, unless sooner terminated by the Board. Termination will not affect awards then outstanding.



14. COMMITMENTS AND CONTINGENCIES



Litigation



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



In March 2021, the Company settled with former landlords
for $30,000. The Company had accrued $62,552 at February 28, 2021. A gain on settlement of debt of $32,552 was recorded.



In April 2019 the principals of WeSecure filed a lawsuit
against the Company in California Superior Court seeking a total of $199,358 plus attorney’s fees and damages. The total included
claims for the non-payment of a balance from the sale of WeSecure assets to the Company, unpaid consulting fees payable to the two principals
of WeSecure, and labor code violations. In June 2019, the parties settled all claims for $180,000, payable in 14 monthly installments,
and a full release. The $122,000 balance owing at February 28, 2021 was paid in full on March 17, 2021.



The related legal costs are expensed as incurred.




F-33


ARTIFICIAL INTELLIGENCE TECHNOLOGY SOLUTIONS INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS



Purchase Commitment



On August 15 ,2021 the Company entered into a memorandum
of understanding with Ghost Robotics whereby the Company will modify and resell a Ghost Robotics (“Ghost”) product (“V50”)
in development in exchange for the following:



—
    the Company will pay Ghost a non refundable marketing fee of $500,000 with $100,000 payable September 1, 2021 with the remaining $400,000 to be paid in instalments of $40,000 per month over the following 10 months commencing October 1, 2021.—
    the Company will purchase $85,000 of other Ghost products for research and development purposes. This amount will be credited against future purchases of 6 V50’s that the Company will modify and resell.—
    Ghost agrees not to sell its V50 to three specific customers for a three-year period commencing after the first commercial sales of the V50.—
    the Company will re-brand their modified version of the V50 and be responsible for its testing and support.

Operating Lease



On December 10, 2020, the Company entered into a 15-month
lease agreement for office space at 18009 Sky Park Circle Suite E, Irvine CA, 92614, commencing on December 18, 2020 through to March
31, 2022 with a minimum base rent of $3,859 per month. The Company paid a security deposit of $3,859.



On March 10, 2021, the Company entered into a 10-year
lease agreement for a manufacturing facility at 10800 Galaxie Avenue, Ferndale, Michigan, 48220, commencing on May 1, 2021 through to
April 30, 2031 with a minimum base rent of $15,880 per month. The base rent increase by 3% per annum commencing May 1, 2024. The Company
paid a security deposit of $15,880.



On September 30, 2021, the Company entered into a
3-year lease agreement for a vehicle commencing September 30, 2021 through to April 30, 2031 with a minimum base rent of $1,538 per month.
The Company paid a down payment of $18,462.



On January 28, 2022, the Company entered into a 2-year
lease agreement for office space at 1516 E Edinger, Santa Ana, California, 92705, commencing on February 1, 2022 through to January 31,
2024 with a minimum base rent of $1,500 per month. The Company paid a security deposit of $1,500.



Maturity of Lease Liabilities
    Operating
LeasesFebruary 28, 2023
    $
    236,028February 28, 2024
    
    232,169February 28, 2025
    
    219,863February 28, 2026
    
    207,558February 28, 2027
    
    207,558February 28, 2028 and after
    
    864,825Total lease payments
    
    1,968,001Less: Interest
    
    (656,395
    )Present value of lease liabilities
    $
    1,311,606


F-34


ARTIFICIAL INTELLIGENCE TECHNOLOGY SOLUTIONS INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS



15. EARNINGS (LOSS) PER SHARE



The net income (loss) per common share amounts were
determined as follows:



For the Year EndedFebruary 28,
    
    February 28,2022
    
    2021Numerator:Net income (loss) available to common shareholders
    
    $
    (62,197,484
    )
    $
    (5,898,911
    )Effect of common stock equivalentsAdd: interest expense on convertible debt
    
    
    24,954
    
    
    1,647,935Add:  penalty interest on convertible debt
    
    
    
    
    
    939,705Add (less) loss (gain) on change of derivative liabilities
    
    
    (372,214
    )
    
    (764,025
    )Net income (loss) adjusted for common stock equivalents
    
    
    (62,544,744
    )
    
    (4,075,296
    )Denominator:Weighted average shares - basic
    
    
    4,029,658,082
    
    
    1,015,115,270Net income (loss) per share – basic
    
    $
    (0.02
    )
    $
    (0.01
    )Denominator:Weighted average shares – diluted
    
    
    4,029,658,082
    
    
    1,015,115,270Net income (loss) per share – diluted
    
    $
    (0.02
    )
    $
    (0.01
    )

The anti-dilutive shares of common stock equivalents
for the years ended February 28, 2022 and February 28, 2021 were as follows:



For the Year EndedFebruary 28,
    
    February 28,2022
    
    2021Convertible notes and accrued interest
    
    
    4,927,561
    
    
    4,842,500Convertible Class F Preferred Shares
    
    
    16,336,475,742
    
    
    11,141,522,749Stock options and warrants
    
    
    1,256,845,661
    
    
    619,523,492Total
    
    
    17,598,248,964
    
    
    11,765,888,741

16. INCOME TAXES



The Company has adopted ASC 740-10, “Income
Taxes”, which requires the use of the liability method in the computation of income tax expense and the current and deferred
income taxes payable (deferred tax liability) or benefit (deferred tax asset). Valuation allowances are established when necessary to
reduce deferred tax assets to the amount expected to be realized.



The income tax expense (benefit) consisted of the
following for the fiscal years ended February 28, 2022 and February 28, 2021:



February 28, 2022
    
    February 28, 2021Total current
    
    $
    —
    
    $
    —Total deferred
    
    
    —
    
    
    —Total
    
    $
    —
    
    $
    —

Deferred income taxes reflect the net tax effects
of temporary differences between the carrying amount of assets and liabilities for financial reporting purposes and the amounts used for
income tax purposes.




F-35


ARTIFICIAL INTELLIGENCE TECHNOLOGY SOLUTIONS INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS



The following is a reconciliation of the expected
statutory federal income tax provision to the actual income tax benefit for the fiscal years ended February 28, 2022 and February 28,
2021:



February 28, 2022Federal statutory rate
    
    $
    (13,061,500
    )State income tax benefit, net of federal benefit
    
    
    (2,954,400
    )Non deductible interest
    
    
    4,027,800Non deductible settlement losses
    
    
    8,515,100Non deductible stock based compensation
    
    
    169,400Non deductible changes in fair value of instruments
    
    
    (95,800)Other non deductible expenses
    
    
    600Change in valuation allowance
    
    
    3,398,800Total
    
    $
    —

February 28, 2021Federal statutory rate
    
    $
    (1,239,000
    )Non deductible stock based compensation
    
    
    77,000Non deductible (non-includable gains) changes in fair value of instruments
    
    
    (467,000
    )Warrant values within debt discount
    
    
    (114,000
    )Change in valuation allowance
    
    
    1,743,000Total
    
    $
    —

For the year ended February 28, 2022 and February
28, 2021, the expected tax benefit, temporary timing differences and long-term timing differences are calculated at the 21% statutory
rate.



Significant components of the Company’s deferred
tax assets and liabilities were as follows for the fiscal years February 28, 2022 and February 28, 2021:



February 28, 2022
    
    February 28, 2021Deferred tax assets:Net operating loss carryforwards
    
    $
    8,445,915
    
    $
    5,047,115Debt discount
    
    
    114,000
    
    
    114,000Total deferred tax assets
    
    
    8,559,915
    
    
    5,161,115Deferred tax liabilities:Depreciation
    
    
    —
    
    
    —Deferred revenue
    
    
    —
    
    
    —Total deferred tax liabilities
    
    
    —
    
    
    —Net deferred tax assets:Less valuation allowance
    
    
    (8,559,915
    )
    
    (5,161,115
    )Net deferred tax assets (liabilities)
    
    $
    —
    
    $
    —

The Company has incurred losses since inception, therefore,
the Company has no federal tax liability.  Additionally there are limitations imposed by certain transactions which are deemed to
be ownership changes which occurred in the Company on August 28, 2017.  The net deferred tax asset generated by the loss carryforward
has been fully reserved.  The cumulative net operating loss carryforward was approximately $28,200,000 at February 28, 2022 and $14,994,000
at February 28, 2021, that is available for carryforward for federal income tax purposes and begin to expire in 2030.



Although the Company has tax loss carry-forwards,
there is uncertainty as to utilization prior to their expiration.  Accordingly, the future income tax asset amounts have been fully
reserved by a valuation allowance.




F-36


ARTIFICIAL INTELLIGENCE TECHNOLOGY SOLUTIONS INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS



The Company has maintained a full valuation allowance
against its deferred tax assets at February 28, 2022 and February 28, 2021. A valuation allowance is required to be recorded when it is
more likely than not that some portion or all of the net deferred tax assets will not be realized. Since the Company cannot be assured
of realizing the net deferred tax asset, a full valuation allowance has been provided.



The Company does not have any uncertain tax positions
at February 28, 2022 and February 28, 2021 that would affect its effective tax rate. The Company does not anticipate a significant change
in the amount of unrecognized tax benefits over the next twelve months. Because the Company is in a loss carryforward position, the Company
is generally subject to US federal and state income tax examinations by tax authorities for all years for which a loss carryforward is
available. If and when applicable, the Company will recognize interest and penalties as part of income tax expense.



The Company’s tax returns for the years ended
February 28, 2022, and February 28, 2021, and February 29, 2020 are open for examination under Federal statute of limitations.



17. SUBSEQUENT EVENTS



Subsequent to February 28, 2022 through to May 27
2022,



—   in May 2022, the Company issued 100,000,000 common
shares pursuant to a share purchase agreement for gross proceeds of $1,350,650, issuance costs of $95,545 and cash proceeds of $1,255,105.



—   in March 2022 the Company repaid debt totaling $1,613,953
and related accrued interest of $349,879 to a lender.



F-37