UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended: November 30, 2023

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: 333-265471

BUSINESS WARRIOR CORPORATION

(Exact name of registrant as specified in its charter)

Wyoming	90-1901168
State or other jurisdiction of	(I.R.S. Employer
incorporation or organization	Identification No.)

455 E Pebble Road, #230912, Las Vegas, NV 89123-0912

(Address of principal executive offices and Zip Code)

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

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

Title of each class Trading Symbol(s)  Name of each exchange on which registered 

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

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

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

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☐	Smaller reporting company	☒
(Do not check if a smaller reporting company)		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 ☐ No ☒

Indicate the number of shares outstanding of each of the registrant’s classes of common stock, as of the latest practicable date. As of August 8, 2024, there were 506,961,773 shares of the registrant’s common stock issued and outstanding.

Documents Incorporated by Reference: None

Business Warrior Corporation

Consolidated Financial Statements as of and for the three months ended November 30, 2023 (Unaudited)

2

BUSINESS WARRIOR CORPORATION
TABLE OF CONTENTS
	Page
Consolidated Balance Sheet as of November 30, 2023 (unaudited) and August 31, 2023	F-1
Consolidated Statements of Operations for the three months ended November 30, 2023 and 2022 (unaudited)	F-2
Consolidated Statements of Changes in Stockholders’ Deficit for the three months ended November 30, 2023 and 2022 (unaudited)	F-3
Consolidated Statements of Cash Flows for the three months ended November 30, 2023 and 2022 (unaudited)	F-4
Notes to the Consolidated Financial Statements	F-5

3

BUSINESS WARRIOR CORPORATION
CONSOLIDATED BALANCE SHEETS
	(Unaudited)
	November 30,			August 31,
	2023			2023
Assets
Current assets
Cash and cash equivalents	$	87,292		$	144,171
Accounts receivable, net		239,358			174,520
Current portion of loans receivable, net		23,290			46,260
Investments, at fair value		40,000			86,000
Prepaids and other current assets		43,901			59,988
Total current assets		433,841			510,939
Finance right-of-use asset, net		53,647			57,805
Property and equipment, net		48,063			52,170
Intangible assets, net		634,863			646,550
Goodwill		1,201,804			1,201,804
Total Assets	$	2,372,218		$	2,469,268
Liabilities and Stockholders' Deficit
Current liabilities
Accounts payable and accrued liabilities	$	2,383,019		$	1,904,281
Accrued contract liability, net of discount $122,929 and $244,522 as of		2,877,071			2,755,478
November 30, 2023 and August 31, 2023, respectively
Accrued dividends payable		495,833			408,333
Current portion of finance lease liability		18,487			18,487
Current portion of notes payable		3,235			17,588
Due to related party		260,496			210,667
Helix House payable		-			950,000
Total current liabilities		6,038,141			6,264,834
Derivative liability		312,773			325,246
Line of credit, net of discount $449,704 and $540,899 as of November 30, 2023 and of August 31, 2023, respectively		1,653,408			1,629,801
Parallel Line of Credit		156,000			-
Helix House earnout payable, non-current		300,000			300,000
Finance lease liability, long term		32,551			37,473
SBA loan, non-current		149,900			149,900
Total Liabilities	$	8,642,773		$	8,707,254
Commitments and contingencies (Note 15)
Stockholders' Deficit
Preferred stock, par value $0.001, 10,000,000 shares authorized
Series A Preferred stock; 15,500 shares authorized; 15,500 shares issued and outstanding		16			16
Series C Preferred stock, 50,000 shares authorized; 50,000 shares issued and outstanding at November 30, 2023 and August 31, 2023outstanding		50			50
Common stock, $0.0001 par value; 850,000,000 shares authorized; 513,824,407 and 465,618,093 shares issued and outstanding as of November 30, 2023 and August 31, 2023		51,383			46,562
Additional paid in capital		11,451,198			10,378,519
Accumulated deficit		(17,773,202	)		(16,663,133	)
Total stockholders' deficit		(6,270,555	)		(6,237,986	)
Total Liabilities and Stockholders' Deficit	$	2,372,218		$	2,469,268
See notes to unaudited consolidated financial statements

F-1

BUSINESS WARRIOR CORPORATION
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
	For the three months ended
	November 30,
	2023			2022
				(Restated - See Note 3)
Sales	$	1,119,053		$	1,455,742
Cost of sales		827,086			1,031,441
Gross profit		291,967			424,301
Operating expenses:
Advertising and promotion		37,827			66,246
Salaries and wages		451,250			778,307
Professional services		157,910			101,635
General and administrative expenses		129,072			224,668
Loss from operations		(484,092	)		(746,555	)
Other income (expense):
Interest expense		(509,369	)		(187,889	)
Unrealized change in fair value of investments		(46,000	)		-
Change in fair value of derivative liability		12,473			(94,548	)
Other income		4,419			38,750
Net loss before income taxes		(1,022,569	)		(990,242	)
Income taxes		-			-
Net loss		(1,022,569	)		(990,242	)
Preferred stock dividends		(87,500	)		(145,833	)
Net loss attributable to common stockholders	$	(1,110,069	)	$	(1,136,075	)
Basic and diluted loss per share	$	(0.0021	)	$	(0.0022	)
Weighted average shares outstanding - basic and diluted		476,402,593			448,406,527
See notes to unaudited consolidated financial statements.

F-2

BUSINESS WARRIOR CORPORATION
CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' DEFICIT
(Unaudited)
	Series A Preferred Stock				Series B Preferred Stock						Series C Preferred Stock				Common Stock				Additional Paid in			Accumulated
	Shares		Amount		Shares			Amount			Shares		Amount		Shares		Amount		Capital			Deficit			Total
Balance August 31, 2022		15,500	$	16		12,017		$	12			50,000	$	50		465,618,093	$	46,562	$	11,539,564		$	(10,956,604	)	$	629,600
Conversion of preferred stock to debt		-		-		9,994	)		(10	)				-		-		-		(981,033	)		-			(981,043	)
Deemed dividend of Preferred stock Series C		-		-		-			-			-		-		-		-		-			(145,833	)		(145,833	)
Net loss (restated - see Note 3)		-		-		-			-			-		-		-		-		-			(990,242	)		(990,242	)
																										-
Balance November 30, 2022		15,500	$	16		2,023		$	2			50,000	$	50		465,618,093	$	46,562	$	10,558,531		$	(12,092,679	)	$	(1,487,515	)

	Series A Preferred Stock				Series B Preferred Stock				Series C Preferred Stock				Common Stock				Additional Paid in		Accumulated
	Shares		Amount		Shares		Amount		Shares		Amount		Shares		Amount		Capital		Deficit			Total
Balance August 31, 2023		15,500	$	16		-	$	-		50,000	$	50		465,618,093	$	46,562	$	10,378,519	$	(16,663,133	)	$	(6,237,986	)
Issuance of common stock for services		-		-		-		-				-		10,000,000		1,000		39,000		-			40,000
Conversion of debt to common stock		-		-		-		-		-		-		38,206,314		3,821		946,179		-			950,000
Deemed dividend of Preferred stock Series C		-		-		-		-		-		-		-		-		87,500		(87,500	)		-
Net loss		-		-		-		-		-		-		-		-		-		(1,022,569	)		(1,022,569	)
																							-
Balance November 30, 2023		15,500	$	16		-	$	-		50,000	$	50		513,824,407	$	51,383	$	11,451,198	$	(17,773,202	)	$	(6,270,555	)

See notes to unaudited consolidated financial statements

F-3

BUSINESS WARRIOR CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
	Three months ended
	November, 30
	2023			2022
				(Restated-SeeNote3)
Cash Flows from Operating Activities
Net loss	$	(1,022,569	)	$	(990,242	)
Adjustments to reconcile net loss to net cash from operating activities:
Depreciation and amortization		19,952			35,997
Stock-based compensation		40,000			-
Change in fair value of derivative liability		(12,473	)		94,548
Amortization of debt discount		227,004			58,498
Unrealized change in fair value of investments		46,000			-
Changes in operating assets and liabilities
Accounts receivable, net		(64,838	)		113,856
Prepaids and other current assets		16,086			(752	)
Deferred revenue		-			(469,697	)
Accounts payable and accrued liabilities		484,435			119,395
Net cash from operating activities		(266,403	)		(1,038,397	)
Cash Flows from Investing Activities
Issuance of loans receivable		-			(1,852	)
Payments received on loans receivable		22,970			69,182
Net cash from investing activities		22,970			67,330
Cash Flows from Financing Activities
Proceeds from line of credit		156,000			784,649
Payments of finance lease liability		(4,922	)		(4,923	)
Payments of SBA loan		-			(1,462	)
Payments of notes payable		(14,353	)		(14,353	)
Payments of notes payable, related party		49,829			(14	)
Net cash from financing activities		186,554			763,897
Change in cash and cash equivalents		(56,879	)		(207,170	)
Cash and cash equivalents at beginning of period		144,171			382,431
Cash and cash and equivalents at end of period	$	87,292		$	175,261
Noncash Investing and Financing Activities
Conversion of preferred stock into debt, net of debt discount	$	-		$	981,043
Deemed dividends of Series C preferred stock	$	87,500		$	145,833
Issuance of warrants	$	-		$	660,726
Supplemental Cash Flow Information
Cash paid for interest	$	2,272		$	-
Cash paid for income taxes	$	-		$	-

See notes to unaudited consolidated financial statements.

F-4

BUSINESS WARRIOR CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

1. ORGANIZATION AND NATURE OF OPERATIONS

Organization—Business Warrior Corporation (the Company” or “Business Warrior”) was originally incorporated under the name Kading Companies, S.A., under the International Business Companies Ordinance of the Territory of the British Virgin Islands on October 10, 1995. Kading Companies was traded on the Pink Sheets of the OTC Markets under the stock ticker KDNG. On January 27, 2020, Kading Companies was redomiciled in Wyoming. Bluume, LLC was founded in 2014 and was a sales and marketing organization that provided small businesses with basic advertising, merchant services, white label Point of Sale systems, and a white label business analytics software. On January 31, 2020, Bluume, LLC completed a triangular reverse merger with Kading Companies (formerly KDNG) and changed its name to Business Warrior. It is currently an active corporation in the state of Wyoming. The previous Bluume team took over all operations of the Company and formed a new business plan, which replaced all former plans of the previous management team at Kading Companies. In July 2020, the Company changed its stock ticker to BZWR.

On March 18, 2022, the Company acquired Helix House, LLC, a premium marketing agency that provides small business advertising services including digital marketing. Additionally, on June 18, 2022, the Company acquired FluidFi Inc., dba Alchemy Technology, a lending technology company that builds fully customized lending end-to-ending lending solutions.

Nature of Operations— Business Warrior has three divisions of the company: Helix House, LLC, Alchemy Technologies, and Business Warrior. Helix House is a premium marketing agency that provides small business advertising services including digital marketing (YouTube, Google, social media), traditional marketing (billboards, mailers, fliers, etc.), and social media content. Alchemy builds and manages lending software technology for enterprise businesses which are fully customized for each client. Through the combination of services from Helix House and Alchemy, Business Warrior offers a full service lending as a service solution known as PayPlan: a comprehensive lending software platform that includes marketing services to drive applicants for lenders and merchants.

2. GOING CONCERN

The accompanying financial statements have been prepared in conformity with U.S. GAAP, which contemplate continuation of the Company as a going concern for a period of one year from the issuance of these financial statements. For the three months ended, the Company had $1,119,053 in revenues, a net loss of $1,022,569 and had net cash used in operations of $266,403. Additionally, as of November 30, 2023, the Company had a working capital deficit, stockholders’ deficit and accumulated deficit of $5,604,300, $6,270,555, and $17,773,202, respectively. It is management’s opinion that these conditions raise substantial doubt about the Company’s ability to continue as a going concern for a period of twelve months from the date of the issuance of these financial statements.

The financial statements do not include any adjustments to reflect the possible future effect on the recoverability and classification of assets or the amounts and classifications of liabilities that may result from the outcome of this uncertainty.

Successful integration of the Company’s recent business acquisitions and, ultimately, the attainment of profitable operations are dependent upon future events, and ultimately achieving a level of sales adequate to support the Company’s cost structure. However, there can be no assurances that the Company will be able to secure additional equity investments or achieve an adequate sales level.

3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation—The consolidated financial statements are prepared on the accrual basis of accounting in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and include the accounts of the Company and its consolidated and wholly owned subsidiaries. The consolidated financial statements reflect the elimination of all significant inter-company accounts and transactions.

These unaudited interim financial statements should be read in conjunction with the audited financial statements and notes thereto included in the Company’s most recent Annual Report on Form 10-K filed with the Securities and Exchange Commission.

F-5

The financial results for the three-month period ended November 30, 2023 include adjustments that are part of our ongoing efforts to enhance financial accuracy and operational efficiency. As a result, the financial performance for this quarter may not be indicative of the results for the entire fiscal year. The adjustments made are expected to influence our financial performance over a longer period, and as such, the outcomes for this quarter should be considered in the context of a full year’s performance. A more comprehensive assessment of our annual results will be provided in our year-end financial statements.

Use of Estimates—The preparation of consolidated financial statements in conformity with GAAP requires management to make certain estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements. Estimates also affect the reported amounts of revenues and expenses during the reporting period. Actual events and results could materially differ from those assumptions and estimates.

Concentration of Credit Risk—Financial instruments that potentially subject the Company to concentrations of credit risk are cash and accounts receivable arising from its normal business activities. The Company places its cash in what it believes to be credit-worthy financial institutions. The Company controls credit risk related to accounts receivable through credit approvals, credit limits and monitoring procedures. The Company routinely assesses the financial strength of its customers and, based upon factors surrounding the credit risk, establishes an allowance, if required, for uncollectible accounts and, as a consequence, believes that its accounts receivable credit risk exposure beyond such allowance is limited.

Cash and Cash Equivalents—The Company considers all highly liquid investments purchased with an original maturity of three months or less to be cash equivalents. Cash and cash equivalents are maintained at financial institutions, and at times, balances may exceed federally insured limits.

Intangible Assets—Certain intangible assets arose from the acquisition of Helix House, LLC on March 18, 2022 and consist of the following, which are being amortized on a straight-line basis over the following estimated useful lives, if applicable:

	Estimated
Asset	Useful Life
Customer Relationships		8
Trademarks		Indefinite
Non-Compete Agreements		2

Property and Equipment— Property and equipment are stated at cost. Depreciation is calculated by the straight-line method over the estimated useful lives of depreciable assets.

Cost and accumulated depreciation for property retired or disposed of are removed from the accounts, and any resulting gain or loss is included in earnings. Expenditures for maintenance and repairs are charged to expense as incurred.

Investments - The Company adopted Accounting Standards Update ("ASU") 2016-01 Financial Instruments — Overall: Recognition and Measurement of Financial Assets and Financial Liabilities ("ASU 2016-01"), which requires the Company to measure all equity investments that do not result in consolidation and are not accounted for under the equity method at fair value and recognize any changes in earnings. Prior to the adoption of ASU 2016-01, marketable equity securities not accounted for under the equity method were classified as trading or available-for-sale. Both realized and unrealized gains and losses on equity securities classified as trading securities were recognized in net income. The Company’s investments are securities traded over a broker-dealer network. Any unrealized gains/losses are recognized in “Other income”.

Impairment of Long-Lived Assets—Potential impairments of long-lived assets are reviewed when events or changes in circumstances indicate a potential impairment may exist. In accordance with Accounting Standard Codification (“ASC”) Subtopic 360-10, “Property, Plant and Equipment – Overall,” impairment is determined when estimated future undiscounted cash flows associated with an asset are less than the asset’s carrying value. No impairment has been recorded for the three months ended November 30, 2023.

Goodwill—The Company’s goodwill balance of $1,201,804 as of November 30, 2023 resulted from the acquisitions of Helix House, LLC and FluidFi, Inc. Helix House, LLC was acquired on March 18, 2022, and FluidFi, Inc. was acquired on June 18, 2022. Goodwill represents the excess of the cost of an acquired business over the estimated fair values of the assets acquired and liabilities assumed. Goodwill is reviewed at least annually for impairment, which may result from the deterioration in the operating performance of the acquired business, adverse market conditions, adverse changes in the applicable laws or regulations and a variety of other circumstances. Any resulting impairment charge would be recognized as an expense in the period in which impairment is identified. No impairment has been recorded for the three months ended November 30, 2023.

F-6

Accounts Receivable and Allowance for Doubtful Accounts— Accounts receivable are carried at the original invoiced amount less an allowance for doubtful accounts based on the probability of future collection. The probability of future collection is based on specific considerations of historical loss patterns and an assessment of the continuation of such patterns based on past collection trends and known or anticipated future economic events that may impact collectability. The probability of future collection is also assessed by geography. Accounts receivable was evaluated as of November 30, 2023 and determined there are no uncollectible accounts.

Current portion of Notes Receivable, net-- Notes receivable are recorded at their principal amounts, less any allowance for doubtful accounts. To date, losses resulting from uncollected receivables have not exceeded management’s expectations. The Company recorded an allowance for doubtful accounts of $137,146 as of November 30, 2023 and August 31, 2023, respectively.

Income Taxes— Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax basis and operating loss, capital loss and tax credit carryforwards. 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.

The Company recognizes the effect of income tax positions only if those positions are more likely than not of being sustained. Recognized income tax positions are measured at the largest amount that is greater than 50% likely of being realized. Changes in recognition or measurement are reflected in the period in which the change in judgment occurs. The Company records interest and penalties related to unrecognized tax benefits as a component of general and administrative expenses. Our federal tax return and any state tax returns are not currently under examination.

The Company has adopted ASC 740-10, Accounting for Income Taxes, which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed annually from differences between the financial statement and tax basis of assets and liabilities that will result in taxable or deductible amounts in the future based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established when necessary to reduce deferred tax assets to the amount expected to be realized.

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

The Company has three main sources of revenue. Helix House is a premium marketing agency that charges monthly service fees and one-time project charges for providing small business advertising services including digital marketing (YouTube, Google, social media), traditional marketing (billboards, mailers, fliers, etc.), and social media content. FluidFi Inc, dba Alchemy builds fully customized lending end-to-end lending software solutions for banks, lenders, and financial technology firms. Alchemy charges monthly recurring fees for each client's software-as-a-service as well as contracted work for custom software development. Business Warrior collects revenue for building software lending solutions, and sales and marketing solutions associated with each lending client. Business Warrior Funding collects principal and interest payments for providing business loans to small businesses.

Identify the customer contract

A customer contract is generally identified when the Company and a customer have executed an arrangement that calls for the Company to grant access to its online software products and provide professional services in exchange for consideration from the customer.

F-7

Identify performance obligations that are distinct

A performance obligation is a promise to provide a distinct good or service or a series of distinct goods or services. A good or service that is promised to a customer is distinct if the customer can benefit from the good or service either on its own or together with other resources that are readily available to the customer, and a company’s promise to transfer the good or service to the customer is separately identifiable from other promises in the contract. The Company has determined that subscriptions for its online software products are distinct because, once a customer has access to the online software product is fully functional and does not require any additional development, modification, or customization. Professional services sold are distinct because the customer benefits from the on-boarding and training to make better use of the online software products it purchased.

Determine the transaction price

The transaction price is the amount of consideration to which the Company expects to be entitled in exchange for transferring goods or services to a customer, excluding sales taxes that are collected on behalf of government agencies. The Company estimates any variable consideration to which it will be entitled at contract inception, and reassesses at each reporting date, when determining the transaction price. The Company does not include variable consideration to the extent that it is probable that a significant reversal in the amount of cumulative revenue recognized will occur when any uncertainty associated with the variable consideration is resolved.

Allocate the transaction price to the distinct performance obligations

The transaction price is allocated to each performance obligation based on the relative standalone selling prices (“SSP”) of the goods or services being provided to the customer. The Company determines the SSP of its goods and services based upon the average sales prices for each type of online software product and professional services sold. In instances where there are not sufficient data points, or the selling prices for a particular online software product or professional service are disparate, the Company estimates the SSP using other observable inputs, such as similar products or services.

Recognize revenue as the performance obligations are satisfied

Revenues are recognized when or as control of the promised goods or services is transferred to customers. Revenue from online software products is recognized ratably over the subscription period beginning on the date the Company’s online software products are made available to customers. Most subscription contracts are one year or less. The Company recognizes revenue from on-boarding, training, and consulting services as the services are provided. Cash payments received in advance of providing subscription or services are recorded to deferred revenue until the performance obligation is satisfied. Revenue from the Company’s business lending solution is recognized as interest income and origination fees, based upon the loan that is issued to each customer.

Net Income (Loss) Per Common Share—The Company computes income per common share, in accordance with ASC Topic 260, Earnings Per Share, which requires dual presentation of basic and diluted earnings per share. Basic income or loss per common share is computed by dividing net income or loss by the weighted average number of common shares outstanding during the period. Diluted income or loss per common share is computed by dividing net income or loss by the weighted average number of common shares outstanding, plus the issuance of common shares, if dilutive, that could result from the exercise of outstanding stock options and warrants. No potential dilutive common shares are included in the computation of any diluted per share amount when a loss is reported. There are currently 513,824,407 shares of common stock outstanding as of November 30, 2023. There are 1,608,007,580 of CSE not included in the diluted per share because they are considered anti-dilutive.

Fair Value Measurements—ASC Topic 820, Fair Value Measurements, clarifies the definition of fair value, prescribes methods for measuring fair value, and establishes a fair value hierarchy to classify the inputs used in measuring fair value as follows:

Level 1: Inputs are unadjusted quoted prices in active markets for identical assets or liabilities available at the measurement date.

Level 2: Inputs are unadjusted quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets and liabilities in markets that are not active, inputs other than quoted prices that are observable, and inputs derived from or corroborated by observable market data.

Level 3: Inputs are unobservable inputs which reflect the reporting entity's own assumptions on what assumptions the market participants would use in pricing the asset or liability based on the best available information.

The estimated fair value of certain financial instruments, including all current liabilities are carried at historical cost basis, which approximates their fair values because of the short-term nature of these instruments.

Advertising and Promotion— The Company follows the policy of charging the costs of advertising, marketing, and public relations to expense as incurred. The Company has $37,827 and $66,246 in advertising expenses for the three months ended November 30, 2023 and 2022, respectively.

F-8

Cost of Sales — This is comprised of referral and sales commission, advertising for our premium marketing clients, website hosting fees, and data fees for our software subscribers.

Leases— Under ASC Top 842, “Leases”, the Company determines if an agreement is a lease at inception. Operating leases are included in operating lease – right to use, current portion of operating lease liability, and operating lease liability, less current portion in the Company’s consolidated balance sheets. Finance leases are included in property and equipment, net, current portion of long-term debt, net and long-term debt, less current portion and debt issuance costs in the Company’s consolidated balance sheets.

As permitted under ASU Topic 842, the Company has made an accounting policy election not to apply the recognition provisions of ASU 2016-02 to short term leases (leases with a lease term of 12 months or less that do not include an option to purchase the underlying asset that the lessee is reasonably certain to exercise); instead, the Company will recognize the lease payments for short term leases on a straight-line basis over the lease term.

Recently Issued Accounting Pronouncements — The Company has implemented all new accounting pronouncements that are in effect. These pronouncements did not have any material impact on the financial statements, and the Company does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations.

4. RESTATEMENT OF UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

The accompanying unaudited consolidated financial statements as of and for the three months ended November 30, 2022 have been restated to properly reflect warrants issued in connection with the line of credit which resulted in a derivative liability. The derivative liability was determined to be approximately $755,000 as of November 30, 2022. Accordingly, the unaudited consolidated financial statements as of and for the three months ended November 30, 2022 have been restated to correctly reflect this change.

The effects of the restatement are as follows:

	November 30, 2022
	As Reported			As Restated
Consolidated Statements of Operations
Change in fair value of derivative liability	$	-		$	(94,548	)
Other income (expense)		47,831			38,751
Net loss		(971,944	)		(990,241	)
Consolidated Statement of Stockholders' Deficit
Net loss		(971,944	)		(990,241	)
Accumulated deficit		(11,928,548	)		(12,092,678	)
Total stockholders' deficit		(1,323,386	)		(1,487,517	)
Consolidated Statements of Cash Flows
Operating Activities
Net loss	$	(971,944	)	$	(990,241	)
Change in fair value derivative liability		-			94,548
Amortization of debt discount		-			58,498

F-9

5. SEGMENT DISCLOSURES

The Company has identified reportable segments as those consolidated subsidiaries that represent 10% or more of its revenue, EBITDA (as defined below) or total assets, or when the Company believes information about the segment would be useful to the readers of the financial statements. The Company’s chief operating decision maker is its Chief Executive Officer who is charged with management of the Company and is responsible for the evaluation of operating performance and decision making about the allocation of resources to operating segments based on measures, such as revenue and EBITDA.

EBITDA is the primary measure used by the Company’s chief operating decision maker to evaluate segment operating performance. As the Company uses the term, EBITDA is defined as income before interest expense, income taxes, depreciation and amortization. The Company’s chief operating decision maker believes EBITDA is a meaningful measure and is superior to available GAAP measures as it represents a transparent view of the Company’s operating performance that is unaffected by fluctuations in property, equipment and leasehold additions. The Company’s chief operating decision maker uses EBITA to perform periodic reviews and comparison of operating trends and identify strategies to improve the allocation of resources amongst segments.

As of November 30, 2023, the Company’s reportable segments were as follows:

· Helix House

· Other

The Other category includes the Company’s corporate headquarters and a less significant operating segment which was the FluidFi acquisition obtained during the year ended August 31, 2022.

Performance Measures of Reportable Segments

Revenue and EBITDA of the Company’s reportable segments for the three months ended November 30, 2023 and 2022 was as follows:

	Net Sales
	November 30, 2023			November 30, 2022
Helix House	$	633,299		$	549,699
Other		485,754			906,043
Total	$	1,119,053		$	1,455,742
	Net Loss
	November 30, 2023			November 30, 2022
Helix House	$	(7,873	)	$	82,718
Other		(1,014,696	)		(1,072,959	)
Total	$	(1,022,569	)	$	(990,242	)

The following table provides a reconciliation of total segment EBITDA from continuing operations for the three months ended November 30, 2023 and 2022

	November 30, 2023			November 30, 2022
Total Net loss from continuing operations	$	(1,022,569	)	$	(990,241	)
Interest income		1,811			9,081
Interest expense		(282,366	)		(196,970	)
Income tax (expense) benefit		-			-
Depreciation and amortization		(19,952	)		(36,997	)
Total EBITDA from continuing operations	$	(1,323,076	)	$	(1,215,127	)

F-10

Balance Sheet Data of Reportable Segments

Total assets of the Company’s reportable segments at November 30, 2023 and August 31, 2023  were as follows:

	November 30, 2023		August 31, 2023
Helix House	$	225,811	$	223,493
Other		2,146,407		2,245,775
Total assets	$	2,372,218	$	2,469,268

6. LOANS RECEIVABLE

During the year ended August 31, 2023, the Company launched its new small business lending solution called Business Warrior Funding. The new lending solution leverages the Company’s expertise and strategic partnerships to help entrepreneurs grow their business and offset the difficulty often associated with traditional bank lending. Loans to customers range from $5,000 to $125,000, with interest rates ranging from 16.99% to 23.0%. As of November 30, 2023, the Company had a loans receivable balance of $23,290. As of August 31, 2023, the Company had a loans receivable balance of $46,260, of which all are considered current. The Company has $137,146 recorded as an allowance for doubtful accounts as of November 30, 2023 and August 31, 2023.

7. PROPERTY AND EQUIPMENT

Property and equipment consist of the following:

	Useful lives	November 30, 2023			August 31, 2023
Software and computer equipment	5 years	$	649,483		$	652,892
Furniture and fixtures and other equipment	3 years		2,960			2,960
Total property and equipment			652,443			655,852
Less accumulated depreciation			(604,380	)		(603,682	)
Total property and equipment, net		$	48,063		$	52,170

For the three months ended November 30, 2023 and 2022, depreciation expense was $4,107 and $31,839, respectively.

8. INTANGIBLE ASSETS

	Useful lives	November 30, 2023			August 31, 2023
Customer relationships	8 years	$	375,000		$	375,000
Trademarks	Indefinite		340,000		$	340,000
Non-compete agreements	2 years		90,000			90,000
Less accumulated depreciation			(170,137	)		(158,450	)
Total intangible assets, net		$	634,863		$	646,550

For the three months ended November 30, 2023 and 2022, amortization expense was $11,687 and $0, respectively.

F-11

Future intangible asset amortization expense is expected to be as follows:

Fiscal Year
Remainder of 2024	$	35,317
2025		46,875
2026		46,875
2027		46,875
2028		47,003
Thereafter		71,918
	$	294,863

9. FINANCE RIGHT-OF-USE ASSETS AND LEASE LIABILITIES

Finance leases

The Company leases a vehicle which meets the classification of a finance lease under ASC 842. The monthly payments are $1,778 and the term is 60 months. The lease commenced on August 26, 2021.

Finance right of use assets are summarized below:

	November 30, 2023			August 31, 2023
Finance Lease	$	94,237		$	94,237
Less accumulated depreciation		(40,590	)		(36,432	)
Finance lease, net	$	53,647		$	57,805

Depreciation expense was $4,158 for the three months ended November 30, 2023 and 2022.

Finance lease liabilities are summarized below:

	November 30, 2023			August 31, 2023
Finance lease liability	$	51,038		$	55,960
Less: current portion		(18,487	)		(18,487	)
Long term portion	$	32,551		$	37,473

Maturity of lease liabilities are as follows:

	November 30, 2023
Year ending August 31, 2024		21,340
Year ending August 31, 2025		21,340
Year ending August 31, 2026		19,562
Total future minimum lease payments		62,242
Less imputed interest		(11,204	)
PV of payments	$	51,038

F-12

10. NOTES PAYABLE

As of August 31, 2022, the Company entered into a note payable due to Elev8 Advisors for $75,000. This note bears interest of 17.97% and matures in February 2024. As of November 30, 2023 and August 31, 2023, the outstanding balance due was $3,235 and $17,588, respectively. This note was paid off on December 28, 2023 – no interest or penalties were assessed by Elev8 Advisors.

The Company made payments of $14,353 to bring the note payable balance to $60,647 for the three months ended November 30, 2022.

11. LINE OF CREDIT

The revolving line of credit (“LOC”) consists of notes in the principal amount of $901,176 that was paid in cash and the conversion of 12,017 of Preferred B stock into debt with a principal amount of $1,201,602. The LOC has a maximum draw amount of $5,000,000. Advances on the LOC bear interest, on the outstanding principal balance at a rate equal to ten (10%) per annum. The LOC has a maturity date of September 30, 2024. As of November 30, 2023 and August 31, 2023, the Company’s principal balance is $2,103,112, and $0 with a debt discount of $449,704 and $540,899, respectively.

12. SBA LOANS

The Company also entered into a normal SBA loan during 2020 with a principal amount of $149,900. The note bears interest at a rate of 3.75% per annum. On March 16, 2021, the SBA announced extended deferment periods for all COVID-19 and other disaster loans.. Interest only payments began in November 2022, and principal payments will begin in May 2055.

Aggregate principal maturities of the SBA loan is as follows:

Year ending August 31, 2024	$	-
Year ending August 31, 2025	$	-
Year ending August 31, 2026	$	-
Year ending August 31, 2027	$	-
Year ending August 31, 2028	$	-
Thereafter		149,900
	$	149,900

13. DERIVATIVE FINANCIAL INSTRUMENTS

Certain promissory notes were issued with detachable warrants and embedded derivatives which contained terms that did not achieve equity classification.

The following tables summarize the components of the Company’s derivative liabilities and linked common shares as of November 30, 2023 and August 31, 2023 and the amounts that were reflected in income related to derivatives for the period ended:

	November 30, 2023
The financings giving rise to derivative financial instruments	Indexed		Fair
	Shares		Values
Warrant Derivatives		84,360,841	$	312,773
Redemption Feature Derivatives		62,654,324		177,000
Total		147,015,165	$	489,773

F-13

	August 31, 2023
The financings giving rise to derivative financial instruments	Indexed		Fair
	Shares		Values
Warrant Derivatives		84,360,841	$	325,246
Total		84,360,841	$	325,246

The following table summarizes the effects on the Company’s gain (loss) associated with changes in the fair values of the derivative financial instruments by type of financing for the three months ended November 30, 2023 and 2022:

	For the Three Months Ended
	November 30,
	2023			2022
Change in fair value of derivative liability	$	(30,621	)	$	(94,548	)
Loss on issuance of derivative		25,166			-
Total	$	(5,455	)	$	(94,548	)

The Company utilized the Black Scholes Merton (“BSM”) technique for the warrant derivatives. The significant assumptions utilized in the BSM is risk-free interest, volatility, time to expiration, strike price and underlying price.

Significant inputs and results arising from the BSM calculations are as follows for the warrant derivatives classified in liabilities:

	Inception Dates	Quarter Ended
Quoted market price on valuation date	$0.0063 - $0.0091	$0.0040
Effective contractual conversion rates	$0.0125	$0.0125
Contractual term to maturity	5 years	3.84 years
Market volatility:
Volatility	231.20% - 233.87%	202.34% - 211.24%
Risk-adjusted interest rate	3.84% - 4.18%	4.48%

The Company utilized the Binomial Lattice Model technique for the redemption feature derivatives. The significant assumptions utilized in the lattice model is risk-free interest, volatility, time to expiration, strike price and underlying price.

Significant inputs and results arising from the lattice calculations are as follows for the warrant derivatives classified in liabilities:

	Inception Dates	Quarter Ended
Quoted market price on valuation date	$0.0033 - $0.00419	$0.0040
Effective contractual conversion rates	$0.0033 - $0.006	$0.0033 - $0.006
Contractual term to maturity	1.44 years	1.34 years
Market volatility:
Volatility	166.86% - 212.70%	187.96% - 219.36%
Risk-adjusted interest rate	5.02% - 5.42%	4.73% - 5.16%

F-14

The following table reflects the issuances of embedded derivatives and changes in fair value inputs and assumptions related to the embedded derivatives as of November 30, 2023 and August 31, 2023.

	Period Ended			Period Ended
	November 30, 2023			August 31, 2023
Balances at beginning of period	$	325,246		$	-
Issuances:
Warrant derivatives		(12,473	)		711,590
Redemption feature derivatives					-
Conversions		-			-
Warrant exercise		-			-
Changes in fair value inputs and assumptions reflected in income					(386,344	)
Balances at end of period	$	312,773		$	325,246

14. RELATED PARTIES

The Board of Directors has adopted a written related party transaction policy. This policy applies to all transactions that qualify for disclosure. Information about transactions involving related persons is reviewed by management. Related persons include Company directors and executive officers, as well as their immediate family members. If a related person has a direct or indirect material interest in any Company transaction, then management would decide whether or not to approve or ratify the transaction. Amounts due to related parties were $260,496 and $210,667 as of November 30, 2023 and August 31, 2023. These amounts are considered a current liability and are amounts not necessarily what third parties would have agreed to. These related party notes payable carry a 10% interest rate.

15. COMMITMENTS AND CONTINGENCIES

During the normal course of business, the Company may be exposed to litigation. When the Company becomes aware of potential litigation, it evaluates the merits of the case in accordance with ASC 450-20-50, Contingencies. The Company evaluates its exposure to the matter, possible legal or settlement strategies and the likelihood of an unfavorable outcome. If the Company determines that an unfavorable outcome is probable and can be reasonably estimated, it establishes the necessary accruals.

In March 2022, the Company closed the acquisition of 100% of the equity interests of Helix House, LLC, a marketing agency based in Scottsdale, Arizona, for an initial closing purchase price of $2,250,000. The closing purchase price included $1,200,000 in cash and 18,004,115 shares of restricted common stock valued at $1,050,000 at the acquisition date. There is additional earn-out potential based on future revenue growth of Helix House, LLC. The earn-out potential is up to a total of $600,000 in cash and $1,900,000 in stock, which is valued at the average of the closing prices of the Company’s Common Stock for the 20 trading days following the achievement of the revenue milestones. Based on year to date activity with the Helix House acquisition, Management has estimated the potential earnout liability to be at 50%.

As of August 31, 2023, the Company has recognized a contingent liability related to a contractual agreement with a customer. Under the terms of this agreement, Business Warrior Funding is obliged to ensure that customer's revenue share percentage yields payments totaling a minimum of $3,000,000 by December 31, 2023 (the “Penalty Date”). Should the payments accrued to the customer by the Penalty Date fall short of this threshold, Business Warrior Funding is committed to remitting a penalty equivalent to the shortfall. The deadline for this penalty payment, if applicable, was set for March 1, 2024.

The Company has accrued the full $3,000,000 net of a discount of $122,929 and is currently disputing the total liability amount under this agreement. The two parties are engaged in a legal dispute regarding the performance and terms of the contract. The outcome of this dispute could potentially alter the accrued contract obligation.

16. LEGAL PROCEEDINGS

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

Management evaluates legal proceedings on an ongoing basis and makes provisions for estimated losses when those losses are both probable and reasonably estimable. The ultimate resolution of these legal proceedings may differ from current estimates, and changes in these estimates could materially impact the Company’s financial position and results of operations.

F-15

17. WARRANTS

As of November 30, 2023 and August 31, 2023, the Company had 84,374,212 outstanding, respectively. The warrants, which were issued in 2023, were valued using a Black-Scholes Merton (“BSM”) model. The initial fair value of $711,591 was recorded in derivative liabilities on the balance sheet. The warrants are marked to market each reporting period with the changes in fair value recorded in the statement of operations. The warrants have an exercise price of $0.0125 per share and have an expiration period of 5 years.

	Number of Shares		Weighted Average Exercise Price		Weighted Average Remaining Contractual Life
Warrants Outstanding – August 31, 2023	84,374,212		$	.0125	5.00 Years
Issued		-
Exercised		-
Expired		-
Warrants Outstanding – November 30, 2023	84,374,212		$	.0125	5.00 Years
Outstanding Exercisable – November 30, 2023		84,374,212	$	.0125	5.00 Years

18. EQUITY

Series A preferred shares

As of November 30, 2023 and August 31, 2023, 15,500 shares were issued and outstanding with a par value of $0.001. These shares were authorized in 2020 and each share is convertible into 0.1% of the total number of shares of common stock outstanding at the time of conversion. Each holder of these preferred shares shall be entitled to cast the number of votes equal to the number of whole shares of common stock into which the shares of Series A preferred stock held by each holder are convertible.

Series B preferred shares

In May 2022, the Company authorized 100,000 shares of the Series B preferred stock with a par value of $0.001. As of November 30, 2023 and August 31, 2023, the Company has 0, respectively, Preferred B shares issued and outstanding. Each share shall be convertible, at the option of the holder into the number of fully paid and nonassessable shares of common stock that have fair market value, in the aggregate, equal to the Series B conversion price.

Series C preferred shares

In June 2022, the Company authorized 50,000 shares of the Series C preferred stock with a stated value of $100 per share and a par value of $0.001. As of November 30, 2023 and August 31, 2023, the Company has 50,000 Preferred C shares issued and outstanding. Each holder of outstanding shares of Series C preferred stock shall be entitled to cast the number of votes equal to the number of whole shares of common stock into which the shares of Series C preferred stock held by such holder are convertible.

Stock options

The Company selected the Black-Scholes-Merton (“BSM”) valuation technique to calculate the grant date fair values for the stock options because it believes that this technique is reflective of all the inputs that market participants would likely consider in transactions involving warrants. The inputs include the strike price, underlying price, term to expiration, volatility, and risk-free interest rate.

F-16

19. REVENUE

The Company’s operations primarily consist of providing Software as a Service (“SaaS”), Software development, and Marketing services . The following table disaggregates the Company’s revenue by service type for the three months ended November 30, 2024 and 2023:

	Three months ended
	November, 30
	2023		2022
			(Restated - See Note 3)
SaaS and Software development	$	485,754	$	906,043
Marketing services		633,299		549,699
Total revenue	$	1,119,053	$	1,455,742

20. CONCENTRATIONS

For the three months ended November 30, 2023 and 2022, the Company had four customers representing 45% of total revenue and 32% of total revenue, respectively. For the three months ended November 30, 2023, the Company had two customers representing 38% of total accounts receivable and three customers representing 60% of total accounts receivable as of August 31, 2023.

21. INCOME TAXES

Deferred taxes are provided on a liability method whereby deferred tax assets are recognized for temporary differences and operating loss and tax credit carry forwards and deferred tax liabilities are recognized for taxable temporary differences. Temporary differences are the differences between the reported amounts of assets and liabilities and their tax bases. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment. The U.S. Federal income tax rate is 21%.

The provision for Federal income tax consists of the following three months ended November 30:

Federal income taxes attributable to:	2023			2022
Current operations	$	(101,569	)	$	(156,777	)
Less: valuation allowance		101,569			156,777
Net provision for federal income taxes	$	-		$	-

The Company files income tax returns for federal purposes and in many states. The Company’s tax filings remain subject to examination by applicable tax authorities for certain length of time, generally three to four years, following the tax year to which these filings related. The statue of limitations for adjustment of the net operating losses utilized on these tax returns remains open an additional three to four years, depending on jurisdiction, from the date these returns were filed. As of November 30, 2023 the tax returns for year ended August 31, 2023 have not been filed.

F-17

22. SUBSEQUENT EVENTS

Subsequent to the Company’s first quarter and through the date of this report, the Company entered into Secured Convertible Promissory Notes in the total principal amount of $464,836. Each of the notes was subject to a 30% Original Issue Discount (OID) resulting in net proceeds to the Company of $361,385. Additionally, the Company entered into Unsecured Convertible Promissory Notes in the total principal amount of $131,579. Each of the notes was subject to a 5% OID resulting in net proceeds to the Company of $125,000, and bear interest at a rate equal to fifteen percent per annum. The Notes mature on December 31, 2025, and are convertible at a price per share shall be equal to the Closing Price for the Company’s Common Stock as reported by its Principal Market on the trading day immediately prior to closing. Notwithstanding the foregoing, if Thirty (30) calendar days, Sixty (60) calendar days, Ninety (90) calendar days, One Hundred Twenty calendar days (120), One Hundred Fifty calendar days (150), or One Hundred Eighty (180) calendar days after the date the Company’s stock is listed on a national market system exchange (the “Adjustment Dates”), the Optional Conversion Price then in effect is more than the Market Price then in effect (the “Adjustment Price”), on the Adjustment Date the Optional Conversion Price shall automatically lower to the Adjustment Price. Notwithstanding the foregoing, the Adjustment Price shall not be less than 150% of the minimum bid price requirement of the Principal Market for the Company’s Common Stock.

In May of 2024, the Company entered into Unsecured Convertible Promissory Notes in the total principal amount of $75,000. These notes do not include an Original Issue Discount (OID) and are structured as a traditional loan with principal and interest payments due. The note bears interest at a rate equal to eighteen percent per annum and has a term of sixty months. The convertible terms of this note are consistent with those previously mentioned, but the aggregate amount that may be converted into Common Stock shall be equal to the outstanding principal and interest with conversion at a price per share equal to the Closing Price for the Company’s Common Stock as reported by its Principal Market on the trading day immediately prior to closing. Furthermore, if Thirty (30) calendar days, Sixty (60) calendar days, Ninety (90) calendar days, One Hundred Twenty (120) calendar days, One Hundred Fifty (150) calendar days, or One Hundred Eighty (180) calendar days after the date the Company’s stock is listed on a national market system exchange (the “Adjustment Dates”), the Optional Conversion Price then in effect exceeds the Market Price then in effect (the “Adjustment Price”), on the Adjustment Date the Optional Conversion Price shall automatically lower to the Adjustment Price. Notwithstanding the foregoing, the Adjustment Price shall not be less than 150% of the minimum bid price requirement of the Principal Market for the Company’s Common Stock.

On June 21, 2024, the Company entered into a Secured Convertible Promissory Note in the total principal amount of $300,000. This note does not include an Original Issue Discount (OID) and is structured as a traditional loan with principal and interest payments due. The note bears interest at a rate equal to eighteen percent per annum and has a term of thirty-six months. The convertible terms of this note are consistent with those previously mentioned, but the aggregate amount that may be converted into Common Stock shall be equal to the outstanding principal and interest plus $15,000 with conversion at a price per share equal to the Closing Price for the Company’s Common Stock as reported by its Principal Market on the trading day immediately prior to closing. Furthermore, if Thirty (30) calendar days, Sixty (60) calendar days, Ninety (90) calendar days, One Hundred Twenty (120) calendar days, One Hundred Fifty (150) calendar days, or One Hundred Eighty (180) calendar days after the date the Company’s stock is listed on a national market system exchange (the “Adjustment Dates”), the Optional Conversion Price then in effect exceeds the Market Price then in effect (the “Adjustment Price”), on the Adjustment Date the Optional Conversion Price shall automatically lower to the Adjustment Price. Notwithstanding the foregoing, the Adjustment Price shall not be less than 150% of the minimum bid price requirement of the Principal Market for the Company’s Common Stock.

Additionally, the Company entered into an Unsecured Promissory Note in the total principal amount of $30,000. This note bears interest at a rate equal to eight percent per annum, with a balloon payment due on November 1, 2024. There are no convertible terms associated with this note.

On January 30, 2024, the Company restructured the notes issued pursuant to a $5,000,000 Line of Credit. The line of credit was canceled, and the notes issued pursuant to the line were exchanged for new notes that did not accrue interest, but had a 30% OID. The notes had an original principal balance of $901,568 plus accrued and unpaid interest and were exchanged for new notes with a total principal balance of $1,161,174 including all accrued and unpaid interest from the prior notes.

From time-to-time after the Company’s fiscal year end, certain directors loaned the Company a total of $120,000 in the form of non-convertible promissory notes accruing interest at 10% per annum.

On August 2, 2024, the Company filed an 8-K report outlining the terms of a merger with Innovative Payment Solutions (IPSI).

F-18

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

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

Results of Operations

For the Three Months Ended November 30, 2023 and 2022

Revenues

For the three months ended November 30, 2023, and 2022 the Company had revenues of $1,119,053 and $1,455,742, respectively. The decrease is attributable to the expiration of a client agreement started in November of 2021 that was accrued over twelve months ending October of 2022, which represented $469,697 of revenue in the previous period ended November 30, 2022. The revenue in the current quarter did increase 6.2% as compared to the previous quarter ended August 31, 2023, which the majority of that increase is due to sales in the Company’s PayPlan product line. Cost of sales was $827,086, down from $1,031,441 in the previous year, which is in proportion to the decrease in revenue.

Operating Expenses

Operating expenses for the three-month period ending on November 30, 2023 were $776,059, down from $1,170,856 in the prior year. This reduction was due to lower advertising and promotion expenses, which decreased from $66,246 to $37,827. Salaries and wages also saw a notable reduction from $778,307 to $451,250, and general and administrative expenses decreased from $224,668 to $129,072, reflecting the Company's efforts to streamline operations and reduce overhead costs. Professional services expenses increased to $157,910 from $101,635, due to an increase in legal expenses. The net effect was a decrease in the operating loss for the period ending November 30, 2023 of $262,463 compared to the period ended November 30, 2022.

Net Loss

For the three months ended November 30, 2023 and 2022 we had Net (Loss) of $(1,022,569) and $(990,242) respectively. The increased net loss was influenced by higher interest expenses, which rose to $509,369 from $187,889, due to increased borrowings to support business operations, and offset by a reduction in operating expenses.

Assets and Liabilities

As of November 30, 2023, total assets were $2,372,218, down from $2,469,268 as of August 31, 2023. The decrease in assets was primarily due to a reduction in cash and cash equivalents, which declined to $87,292 from $144,171. Accounts receivable increased to $239,358 from $174,520, reflecting extended credit terms to customers.

Total current liabilities as of November 30, 2023 decreased to $6,038,141 from $6,264,834 as of August 31, 2023. The majority of the decrease is attributable to a payable associate with the acquisition of Helix House of $950,000, which was converted to equity. The decrease was offset by an increase of $478,738 in accounts payable and accrued liabilities. The contingent liability is $2,877,071 as of November 30, 2023.

Total liabilities were $8,642,773 as of November 30, 2023, slightly down from $8,707,254 as of August 31, 2023. This decrease was mainly due to a reduction in accounts payable and accrued liabilities. The Company continues to manage its liabilities carefully to maintain financial stability.

Liquidity and Capital Resources

Cash used by operating activities

The Company’s net cash from operating activities was $(266,403) for the three months ended November 30, 2023 compared to $(1,038,397) for the three months ended November 30, 2022. The change is a result of decreases in depreciation and amortization, changes in fair value of the derivative liability and decreases in deferred revenue. These amounts were offset by an increase the amortization of debt discount, unrealized change in fair value investments, increases in accounts payable and accrued liabilities and stock-based compensation.

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Cash provided by investing activities

Net cash from investing activities was 22,970 for the three-month period ended November 30, 2023, as compared to net cash of $67,330 for the same period the previous year ended November 30, 2022. The majority of the decrease in net cash from investing activities is due to the small business loans being fully collected that were provided by Business Warrior Funding and no new loans being issued.

Cash provided by financing activities

Net cash from financing activities decreased to $186,553 as of November 30, 2023, as compared to $763,897 for the same period in 2022. The decrease was due to a decrease of proceeds from the issuance of Common Stock, but offset from the proceeds from a line of credit.

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

Going concern

The accompanying financial statements have been prepared in conformity with U.S. GAAP, which contemplate continuation of the Company as a going concern for a period of one year from the issuance of these financial statements. For the three months ended, the Company had $1,119,053 in revenues, a net loss of $1,022,568 and had net cash used in operations of $266,402. Additionally, as of November 30, 2023, the Company had a working capital deficit, stockholders’ deficit and accumulated deficit of $5,604,299, $6,279,553, and $17,773,200, respectively. It is management’s opinion that these conditions raise substantial doubt about the Company’s ability to continue as a going concern for a period of twelve months from the date of the issuance of these financial statements.

The financial statements do not include any adjustments to reflect the possible future effect on the recoverability and classification of assets or the amounts and classifications of liabilities that may result from the outcome of this uncertainty.

Successful integration of the Company’s recent business acquisitions and, ultimately, the attainment of profitable operations are dependent upon future events, and ultimately achieving a level of sales adequate to support the Company’s cost structure. However, there can be no assurances that the Company will be able to secure additional equity investments or achieve an adequate sales level.

Item 3. Quantitative and Qualitative Disclosures about Market Risk

None.

Item 4. Controls and Procedures.

Our management, including our Chief Executive Officer, is responsible for establishing and maintaining adequate disclosure controls and procedures. Disclosure controls and procedures are designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Securities Exchange Act of 1934 (the "Exchange Act") is recorded, processed, summarized, and reported within the time periods specified in the SEC's rules and forms. These controls and procedures are also designed to ensure that such information is accumulated and communicated to our management, including our Chief Executive Officer, as appropriate, to allow timely decisions regarding required disclosure.

As of the end of the period covered by this report, our management, under the supervision and with the participation of our Chief Executive Officer, carried out an evaluation of the effectiveness of our disclosure controls and procedures pursuant to Rule 13a-15(b) of the Exchange Act. Based on such an evaluation, the Company’s management has identified what it believes are material weaknesses in the Company’s disclosure controls and procedures and concluded that we did not have effective disclosure controls and procedures..

The deficiencies in our disclosure controls and procedures included (i) lack of segregation of duties and (ii) lack of sufficient resources to ensure that information required to be disclosed by the Company in the reports that the Company files or submits to the SEC are recorded, processed, summarized, and reported, within the time periods specified in the SEC’s rules and forms.

The Company intends to take corrective action to ensure that information required to be disclosed by the Company pursuant to the reports that the Company files or submits to the SEC is accumulated and communicated to the Company’s management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

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PART II—OTHER INFORMATION

Item 1. Legal Proceedings.

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

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

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

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

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

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

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

American Express Travel Relates Services Company, Inc. vs. Business Warrior Corporation, Index No: 651767/2024, Supreme Cour of the State of New York.

On April 5, 2024, American Express Travel Related Services Company, Inc. filed a lawsuit against Business Warrior Corporation for breach of a commercial credit agreement seeking judgment for the sum of $72,186.52 plus legal fees. Business Warrior Corporation is working to settle this case.

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

Item 1a. Risk Factors.

There have been no material changes to the risk factors disclosed in Part 1, Item 1a of our Annual Report on Form 10-K for the year ended August 31, 2023.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

None

Item 3. Defaults Upon Senior Securities.

None

Item 4. Mine Safety Disclosures.

Not applicable

Item 5. Other Information.

None

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Item 6. Exhibits.

Exhibit Number	Description
3.1(i)*	Articles of Continuance (incorporated by reference to Exhibit 2.1 to the Company’s filing on Form 1-A on November 16, 2020)
3.1(ii)*	Amended and Restated Articles of Incorporation of Business Warrior (incorporated by reference to Exhibit 2.2 to the Company’s Filing on Form 1-A on November 16, 2020)
3.1(iii)*	Designation of the Series B Preferred Stock (incorporated by reference to Exhibit 3.1(iii) to the Company’s Filing on Form S-1 on June 8, 2022)
3.2(ii)*	Bylaws of Business Warrior Corporation (incorporated by reference to Exhibit 3.2(ii) to the Company’s Filing on Form S-1 on June 16, 2022)
10.1*	Plan and Agreement of Merger and Reorganization (incorporated by reference to Exhibit 6.1 to the Company’s filing on Form 1-A on November 16, 2020)
10.2*	Consulting agreement with Kevin Kading (incorporated by reference to Exhibit 6.1 to the Company’s filing on Form 1-A on November 16, 2020)
10.3*	Agreement with Savior Software (incorporated by reference to Exhibit 3.1(iii) to the Company’s Filing on Form S-1 on June 8, 2022)
10.4*	Development Agreement with Alchemy (incorporated by reference to Exhibit 3.1(iii) to the Company’s Filing on Form S-1 on June 8, 2022)
10.5*	Agreement with EVRGRN (incorporated by reference to Exhibit 3.1(iii) to the Company’s Filing on Form S-1 on June 8, 2022)
10.6*	Helix House Membership Interest Purchase Agreement (incorporated by reference to Exhibit 3.1(iii) to the Company’s Filing on Form S-1 on June 8, 2022)
10.7*	Series B Exchange Agreement (incorporated by reference to Exhibit 3.1(iii) to the Company’s Filing on Form S-1 on June 8, 2022)
10.8*	Common Stock Purchase Agreement (Keystone) (incorporated by reference to Exhibit 3.1(iii) to the Company’s Filing on Form S-1 on June 8, 2022)
10.9*	Registration Rights Agreement (Keystone) (incorporated by reference to Exhibit 3.1(iii) to the Company’s Filing on Form S-1 on June 8, 2022)
(31)	Rule 13a-14(a)/15d-14(a) Certification
31.1**	Certification of the Principal Executive Officer of the Registrant pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
(32)	Section 1350 Certification
32.1+	Certification of the Principal Executive Officer and Principal Financial Officer of the Registrant pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS	XBRL Instance Document
101.SCH	XBRL Taxonomy Extension Schema Document
101.CAL	XBRL Taxonomy Extension Calculation Linkbase Document
101.LAB	XBRL Taxonomy Extension Label Linkbase Document
101.PRE	XBRL Taxonomy Extension Presentation Linkbase Document
101. DEF	XBRL Taxonomy Extension Definition Linkbase Document
*	Previously Filed
**	Filed herewith.
+	In accordance with SEC Release 33-8238, Exhibits 32.1 is being furnished and not filed.

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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.

	BUSINESS WARRIOR CORPORATION
Date: August 30, 2024	By:	/s/ Rhett Doolittle
	Name:	Rhett Doolittle
	Title:	Chief Executive Officer and Director (Principal Executive Officer) (Principal Financial and Accounting Officer)

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