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: February 29, 2024

 

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

(Do not check if a smaller reporting company)

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 December 20, 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 and six months ended February 29, 2024, and February 28, 2023 (Unaudited) Business Warrior Corporation

 

TABLE OF CONTENTS

 

 

 

 

 

Page

 

 

 

 

 

Consolidated Balance Sheets as of February 29, 2024 (unaudited) and August 31, 2023

 

F-1

 

 

 

 

 

Consolidated Statements of Operations for the three months and six months ended February 29, 2024 and February 28, 2023 (unaudited)

 

F-2

 

 

 

 

 

Consolidated Statements of Changes in Stockholders’ Deficit for the three months and six months ended February 29, 2024 and February 28, 2023 (unaudited)

 

F-4

 

 

 

 

 

Consolidated Statements of Cash Flows for the six months ended February 29, 2024, and February 28, 2023 (unaudited)

 

F-5

 

 

 

 

 

Notes to the Consolidated Financial Statements (unaudited)

 

F-6

 

 

 

2

 

 

BUSINESS WARRIOR CORPORATION

CONSOLIDATED BALANCE SHEETS

 

 

 

(Unaudited)

 

 

 

 

 

 

February 29,

 

 

August 31,

 

 

 

2024

 

 

2023

 

Assets

 

 

 

 

 

 

Current assets

 

 

 

 

 

 

Cash and cash equivalents

 

$46,308

 

 

$144,171

 

Accounts receivable, net

 

 

125,262

 

 

 

174,520

 

Current portion of loans receivable, net

 

 

4,638

 

 

 

46,260

 

Investments, at fair value

 

 

59,000

 

 

 

86,000

 

Prepaids and other current assets

 

 

17,260

 

 

 

59,988

 

Total current assets

 

 

252,468

 

 

 

510,939

 

Finance right-of-use asset, net

 

 

49,489

 

 

 

57,805

 

Property and equipment, net

 

 

36,419

 

 

 

52,170

 

Intangible assets, net

 

 

623,305

 

 

 

646,550

 

Goodwill

 

 

1,201,804

 

 

 

1,201,804

 

Total Assets

 

$2,163,485

 

 

$2,469,268

 

 

 

 

 

 

 

 

 

 

Liabilities and Stockholders’ Deficit

 

 

 

 

 

 

 

 

Current liabilities

 

 

 

 

 

 

 

 

Accounts payable and accrued liabilities

 

 

2,109,721

 

 

 

1,904,281

 

Accrued contract liability, net of discount $83,140 and $244,522 as of February 29, 2024 and August 31, 2023, respectively

 

 

2,916,860

 

 

 

2,755,478

 

Accrued dividends payable

 

 

-

 

 

 

408,333

 

Current portion of finance lease liability

 

 

13,565

 

 

 

18,487

 

Current portion of notes payable

 

 

-

 

 

 

17,588

 

Convertible notes payable, current, net of discount of $114,787 and $0 as of February 29, 2024 and August 31, 2023, respectively

 

 

115,213

 

 

 

 

 

Due to related party

 

 

264,823

 

 

 

210,667

 

Helix House payable

 

 

-

 

 

 

950,000

 

Total current liabilities

 

 

5,420,182

 

 

 

6,264,834

 

 

 

 

 

 

 

 

 

 

Derivative Liability

 

 

2,551,491

 

 

 

325,246

 

Line of credit, net of discount $0 and $473,311 as of February 29, 2024 and August 31, 2023, respectively 

 

 

 

 

 

 

1,629,801

 

Convertible notes payable, current, net of discount of $331,135 and $0 as of February 29, 2024 and August 31, 2023, respectively

 

 

3,306,803

 

 

 

-

 

 

 

 

 

 

 

 

 

Helix House earnout payable, non-current

 

 

300,000

 

 

 

300,000

 

Finance lease liability, long term

 

 

32,550

 

 

 

37,473

 

SBA loan, non-current

 

 

149,900

 

 

 

149,900

 

Total Liabilities

 

$11,760,926

 

 

$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; 0 and 50,000 shares issued and outstanding at February 29, 2024 and August 31, 2023, respectively

 

 

-

 

 

 

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 February 29, 2024 and August 31, 2023, respectively

 

 

51,383

 

 

 

46,562

 

Additional paid in capital

 

 

11,459,813

 

 

 

10,378,519

 

 

 

 

 

 

 

 

 

 

Treasury Stock, 6,862,634 and 0 shares as of February 29, 2024 and August 31, 2023, respectively

 

 

(549,010 )

 

 

-

 

Accumulated deficit

 

 

(20,559,643 )

 

 

(16,663,133 )

Total stockholders’ deficit

 

 

(9,597,441 )

 

 

(6,237,986 )

Total Liabilities and Stockholders’ Deficit

 

$2,163,485

 

 

$2,469,268

 

 

See notes to unaudited consolidated financial statements.

 

 
F-1

Table of Contents

 

BUSINESS WARRIOR CORPORATION

CONSOLIDATED STATEMENTS OF OPERATIONS

 

 

 

For the three months ended

 

 

For the six months ended

 

 

 

February 29,

 

 

February 28,

 

 

February 29,

 

 

February 28,

 

 

 

2024

 

 

2023

 

 

2024

 

 

2023

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Sales

 

$678,276

 

 

$877,281

 

 

 

1,797,329

 

 

$2,333,023

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cost of sales

 

 

506,916

 

 

 

609,208

 

 

 

1,334,002

 

 

 

1,640,649

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Gross profit

 

 

171,360

 

 

 

268,073

 

 

 

463,327

 

 

 

692,374

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Operating expenses:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Advertising and promotion

 

 

78,570

 

 

 

26,008

 

 

 

116,397

 

 

 

92,254

 

Salaries and wages

 

 

407,489

 

 

 

611,600

 

 

 

858,739

 

 

 

1,389,907

 

Professional services

 

 

114,794

 

 

 

139,970

 

 

 

272,704

 

 

 

241,605

 

General and administrative expenses

 

 

148,431

 

 

 

206,342

 

 

 

277,503

 

 

 

431,010

 

Loss from operations

 

 

(577,924)

 

 

(715,847)

 

 

(1,062,016)

 

 

(1,462,402)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Other income (expense):

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest expense, net

 

 

(465,554)

 

 

(95,327)

 

 

(974,923)

 

 

(283,216)

Unrealized change in fair value of investments

 

 

19,000

 

 

 

-

 

 

 

(27,000)

 

 

105,000

 

Contingent settlement costs

 

 

-

 

 

 

(2,509,620)

 

 

-

 

 

 

(2,509,620)

Change in fair value of derivative liability

 

 

(14,563)

 

 

291,214

 

 

 

(2,090)

 

 

196,666

 

Loss on exchange of debt

 

 

(2,172,212)

 

 

-

 

 

 

(2,172,212)

 

 

-

 

Employee retention credit

 

 

-

 

 

 

316,633

 

 

 

-

 

 

 

316,633

 

Other income (expense)

 

 

16,479

 

 

 

216,694

 

 

 

20,898

 

 

 

150,445

 

Total other income (expense)

 

 

(2,616,850)

 

 

(1,780,406)

 

 

(3,155,327)

 

 

(2,024,092)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Loss before income taxes

 

 

(3,194,774)

 

 

(2,496,253)

 

 

(4,217,343)

 

 

(3,486,494)

Provision for income taxes

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

Net loss

 

$(3,194,774)

 

$(2,496,253)

 

 

(4,217,343)

 

$(3,486,494)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Preferred stock dividends

 

$-

 

 

 

(87,500)

 

 

-

 

 

 

(233,333)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net loss attributable to common stockholders

 

 

(3,194,774)

 

 

(2,583,753)

 

 

(4,217,343)

 

 

(3,719,827)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic and diluted loss per share

 

$(0.01)

 

$(0.01)

 

 

(0.01)

 

$(0.01)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Weighted average shares outstanding - basic and diluted

 

 

487,660,282

 

 

 

465,618,093

 

 

 

487,660,282

 

 

 

465,618,093

 

 

See notes to unaudited consolidated financial statements.

  

 
F-2

Table of Contents

 

BUSINESS WARRIOR CORPORATION

CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' DEFICIT

FOR THE THREE AND SIX MONTHS ENDED FEBRUARY 28, 2023

(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 Series C preferred stock

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

(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)

 

 

(1,487,518)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Issuance of common stock for services

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

 

 

 

$-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Conversion of preferred stock to debt

 

 

-

 

 

 

-

 

 

 

(2,023)

 

 

(2)

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

(191,156)

 

 

-

 

 

 

(191,158)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Deemed dividend of Preferred stock Series C

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

(87,500

)

 

 

(87,500

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net loss

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

(2,496,253)

 

 

(2,496,253)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

-

 

Balance February 28, 2023

 

 

15,500

 

 

$16

 

 

 

-

 

 

$-

 

 

 

50,000

 

 

$50

 

 

 

465,618,093

 

 

$46,562

 

 

$10,367,375

 

 

$(14,676,432)

 

$(4,262,429)

 

 
F-3

 

 

BUSINESS WARRIOR CORPORATION

CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' DEFICIT

FOR THE THREE AND SIX MONTHS ENDED FEBRUARY 29 2024

(Unaudited)

 

 

 

 Series A Preferred Stock

 

 

 Series B Preferred Stock

 

 

 Series C Preferred Stock

 

 

 Common Stock 

 

 

 Additional

 Paid in 

 

 

 Accumulated 

 

 

 Treasury

 

 

 

 

 

Shares

 

 

 Amount

 

 

Shares

 

 

 Amount

 

 

Shares

 

 

 Amount

 

 

Shares

 

 

 Amount

 

 

Capital

 

 

 Deficit

 

 

 Stock

 

 

 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)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Repurchase of treasury stock

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

$

(549,010

)

 

 

(549,010

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Gain on treasury stock

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

8,615

 

 

 

-

 

 

 

 

 

 

 

8,615

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cancellation of preferred stock

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

(50,000)

 

 

(50)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(50)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cancellation of deemed dividends of Preferred stock Series C

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

408,333

 

 

 

 

 

 

 

408,333

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net loss

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

(3,194,774

)

 

 

 

 

 

 

(3,194,774

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance February 29, 2024

 

 

15,500

 

 

$16

 

 

 

-

 

 

$-

 

 

 

-

 

 

$-

 

 

 

513,824,407

 

 

$51,383

 

 

$11,459,813

 

 

$

(20,559,643

)

 

$

(549,010

)

 

$

(9,597,441

)

 

See notes to unaudited consolidated financial statements

 

 
F-4

Table of Contents

 

BUSINESS WARRIOR CORPORATION

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

 

 

 

 

 

 

 

 

 

Six months ended

 

 

 

February 29,

 

 

February 28,

 

 

 

2024

 

 

2023

 

 

 

 

 

 

 

 

Cash Flows from Operating Activities

 

 

 

 

 

 

Net loss

 

$(4,217,343 )

 

$(3,486,494 )

 

 

 

 

 

 

 

 

 

Adjustments to reconcile net loss to net cash from operating activities:

 

 

 

 

 

 

 

 

Depreciation and amortization

 

 

47,310

 

 

 

66,554

 

Change in goodwill

 

 

-

 

 

 

98,258

 

Stock based compensation

 

 

40,000

 

 

 

-

 

Change in fair value of derivative liability

 

 

2,090

 

 

 

(145,801 )

Loss on exchange on debt

 

 

2,172,212

 

 

 

 

 

Amortization of debt discount

 

 

797,195

 

 

 

160,316

 

Unrealized change in fair value of investments

 

 

27,000

 

 

 

(105,000 )

Changes in operating assets and liabilities

 

 

 

 

 

 

 

 

Accounts receivable, net

 

 

49,258

 

 

 

103,315

 

Prepaids and other current assets

 

 

42,728

 

 

 

7,116

 

Deferred revenue

 

 

-

 

 

 

(469,697 )

Contingent Liability, net of discount

 

 

-

 

 

 

2,509,620

 

Accounts payable and accrued liabilities

 

 

462,393

 

 

 

534,786

 

Net cash from operating activities

 

 

(577,157 )

 

 

(727,027 )

 

 

 

 

 

 

 

 

 

Cash Flows from Investing Activities

 

 

 

 

 

 

 

 

Issuance of loans receivable

 

 

-

 

 

 

(1,852 )

Payments received on loans receivable

 

 

41,622

 

 

 

98,436

 

Net cash from investing activities

 

 

41,622

 

 

 

96,584

 

 

 

 

 

 

 

 

 

 

Cash Flows from Financing Activities

 

 

 

 

 

 

 

 

Proceeds from notes payable

 

 

402,385

 

 

 

 

 

Proceeds from line of credit

 

 

 

 

 

 

744,870

 

Payments of finance lease liability

 

 

(9,846 )

 

 

(9,846 )

Cancellation of preferred stock

 

 

(50 )

 

 

-

 

Gain on sale of treasury stock

 

 

8,615

 

 

 

-

 

Payments of notes payable

 

 

(17,588 )

 

 

(32,361 )

Payments of notes payable, related party

 

 

54,156

 

 

 

3,128

 

Net cash from financing activities

 

 

437,672

 

 

 

705,791

 

 

 

 

 

 

 

 

 

 

Change in cash and cash equivalents

 

 

(97,863 )

 

 

75,348

 

 

 

 

 

 

 

 

 

 

Cash and cash equivalents at beginning of period

 

 

144,171

 

 

 

382,431

 

 

 

 

 

 

 

 

 

 

Cash and cash and equivalents at end of period

 

$46,308

 

 

$457,779

 

 

 

 

 

 

 

 

 

 

Noncash Investing and Financing Activities

 

 

 

 

 

 

 

 

Conversion of preferred stock into debt, net of debt discount

 

$-

 

 

$1,172,189

 

Deemed dividends of Series C preferred stock

 

$-

 

 

$233,333

 

Issuance of warrants

 

$-

 

 

$660,726

 

Conversion of debt to common stock

 

$950,000

 

 

$-

 

Repurchase of treasury stock

 

$549,010

 

 

$-

 

 

 

 

 

 

 

 

 

 

Supplemental Cash Flow Information

 

 

 

 

 

 

 

 

Cash paid for interest

 

$2,272

 

 

$-

 

Cash paid for income taxes

 

$-

 

 

$-

 

 

 

 

 

 

 

 

 

 

See notes to unaudited consolidated financial statements

 

 
F-5

Table of Contents

   

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 and six months ended February 29, 2024, the Company had $678,276 and $1,797,329 in revenues, a net loss of $3,194,774 and $4,217,343, respectively. The Company had net cash used in operations of $577,157 for the six months ended February 29, 2024. Additionally, as of February 29, 2024, the Company had a working capital deficit, stockholders’ deficit and accumulated deficit of $5,167,714, $9,597,441, and $20,559,643 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-6

Table of Contents

 

The financial results for the six-month period ended February 29, 2024 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 and six months ended February 29, 2024.

 

Goodwill — The Company’s goodwill balance of $1,201,804 as of February 29, 2024 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 and six months ended February 29, 2024.

 

 
F-7

Table of Contents

 

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 February 29, 2024 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 February 29, 2024 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-8

Table of Contents

 

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 February 29, 2024. 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 $78,570 and $116,397 in advertising expenses for the three months and six months ended February 29, 2024. [LH1] The Company has $26,008 and $92,254 in advertising expenses for the three and six months ended February 28, 2023.

 

 
F-9

Table of Contents

 

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. 

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 February 29, 2024, 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 Net loss of the Company’s reportable segments for the six months ended February 29, 2024 and February 28, 2023 was as follows:

 

 

 

Net Sales

 

 

 

 February 29,

2024

 

 

February 28,

2023

 

Helix House

 

$971,545

 

 

$1,078,097

 

Other

 

 

825,784

 

 

 

1,254,926

 

Total

 

$1,797,329

 

 

$2,333,023

 

 

 

 

 

 

 

 

 

 

 

Net (Loss)/Income

 

 

 

 February 29,

2024

 

 

February 28,

2023

 

Helix House

 

$(60,797 )

 

$72,958

 

Other

 

 

(4,156,546

)

 

 

(3,559,452 )

Total

 

$

(4,217,343

)

 

$(3,486,494

 

 
F-10

Table of Contents

 

Revenue and Net Loss of the Company’s reportable segments for the three months ended February 29, 2024 and February 28, 2023 was as follows:

 

 

 

Net Sales

 

 

 

 February 29,

2024

 

 

February 28,

2023

 

Helix House

 

$338,246

 

 

$528,398

 

Other

 

 

340,030

 

 

 

348,883

 

Total

 

 

678,276

 

 

 

877,281

 

 

 

 

 

 

 

 

 

 

 

 

Net Loss

 

 

 

 February 29,

2024

 

 

February 28,

2023

 

Helix House

 

$(52,924)

 

$(9,760)

Other

 

 

(3,141,850

)

 

 

(2,486,493)

Total

 

 

(3,194,774

)

 

 

(2,496,253)

 

Balance Sheet Data of Reportable Segments

 

Total assets of the Company’s reportable segments at February 29, 2024 and August 31, 2023 were as follows:

 

 

 

 February 29,

2024

 

 

August 31,

2023

 

Helix House

 

$66,906

 

 

$223,493

 

Other

 

 

2,096,580

 

 

 

2,245,775

 

Total assets

 

$2,163,486

 

 

$2,469,268

 

 

5.

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 February 29, 2024, the Company had a loans receivable balance of $4,638. 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 February 29, 2024 and August 31, 2023.

 

 
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Table of Contents

 

6.

PROPERTY AND EQUIPMENT

 

Property and equipment consist of the following:

 

 

 Useful lives

 

 February 29,

2024

 

 

August 31,

2023

 

Software and computer equipment

 

5 years

 

$648,912

 

 

$652,892

 

Furniture and fixtures and other equipment

 

3 years

 

 

2,960

 

 

 

2,960

 

Total property and equipment

 

 

 

 

651,872

 

 

 

655,852

 

Less accumulated depreciation

 

 

 

 

(615,453)

 

 

(603,682)

Total property and equipment, net

 

 

 

$36,419

 

 

$52,170

 

   

For the three months and six months ended February 29, 2024, depreciation expense was $11,634 and $11,771, respectively. 

 

For the three months and six months ended February 28, 2023, depreciation expense was $26,399 and $58,238, respectively.

 

7.

INTANGIBLE ASSETS

 

 

 

 Useful lives

 

 February 29, 2024

 

 

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 amortization

 

 

 

 

(181,695 )

 

 

(158,450)

Total intangible assets, net

 

 

 

$623,305

 

 

$646,550

 

 

For the six months ended February 29, 2024 and February 28, 2023, amortization expense was $23,245 and $0, respectively.

 

For the three months ended February 29, 2024 and February 28, 2023, amortization expense was $11,558 and $0, respectively.

 

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

 

Fiscal Year

 

 

 

Remainder of 2024

 

$23,759

 

2025

 

 

46,875

 

2026

 

 

46,875

 

2027

 

 

46,875

 

2028

 

 

47,003

 

Thereafter

 

 

71,918

 

 

 

$283,305

 

 

8.

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:

 

 

 

February 29,

2024

 

 

August 31,

2023

 

Finance lease

 

$94,237

 

 

$94,237

 

Less accumulated depreciation

 

 

(44,748)

 

 

(36,432)

Finance lease, net

 

$49,489

 

 

$57,805

 

 

 
F-12

Table of Contents

 

Depreciation expense was $4,158 and $8,316 for the three months and six months ended February 29, 2024.

 

Depreciation expense was $4,158 and $8,316 for the three months and six months ended February 28, 2023.

 

Finance lease liabilities are summarized below:

 

 

 

 February 29,

2024

 

 

 August 31,

2023

 

Finance lease liability

 

$

46,115

 

 

$55,960

 

Less:  current portion

 

 

(13,565)

 

 

(18,487)

Long term portion

 

$32,550

 

 

$37,473

 

                               

Maturity of lease liabilities are as follows:

 

 

 

February 29,

2024

 

Year ending August 31, 2024

 

 

16,418

 

Year ending August 31, 2025

 

 

21,340

 

Year ending August 31, 2026

 

 

19,561

 

Total future minimum lease payments

 

 

57,319

 

Less imputed interest

 

 

(11,204)

PV of payments

 

$

46,115

 

 

9.

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 February 29, 2024 and August 31, 2023, the outstanding balance due was $0 and $17,588, respectively.

 

The Company made payments of $17,588 to bring the note payable balance to $0 for the six months ended February 29, 2024.

  

10.

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 February 29, 2024 and August 31, 2023, the Company’s principal balance is $0 and $2,103,112, with a debt discount of $0 and $473,311, respectively.

 

 
F-13

Table of Contents

 

11.

CONVERTIBLE NOTES PAYABLE

 

As of February 29, 2024 and August 31, 2023, the Company had the following in outstanding convertible notes payable:

 

 

 

Date of

 

Original

 

 

Original

 

 

 

Principal Balance as of

 

 

 

 

Note

 

Principal

 

Issue

Note

 

February 29

 

 

August 31,

 

Ref No.

 

 

Issuance

 

Balance

 

 

Discount

 

 

Category

2024

2023

 

 

1

 

 

10/4/2023

 

$142,857

 

 

$(42,857)

 

*

 

$142,857

 

 

$-

 

 

2

 

 

10/22/2023

 

 

71,429

 

 

 

(21,429)

 

*

 

 

71,429

 

 

 

-

 

 

3

 

 

11/6/2023

 

 

15,714

 

 

 

(4,714)

 

*

 

 

15,714

 

 

 

-

 

 

4

 

 

1/30/2024

 

 

80,173

 

 

 

-

 

 

**

 

 

80,173

 

 

 

-

 

 

5

 

 

1/30/2024

 

 

80,173

 

 

 

-

 

 

**

 

 

80,173

 

 

 

-

 

 

6

 

 

1/30/2024

 

 

500,073

 

 

 

-

 

 

**

 

 

500,073

 

 

 

-

 

 

7

 

 

1/30/2024

 

 

500,756

 

 

 

-

 

 

**

 

 

500,756

 

 

 

-

 

 

8

 

 

1/30/2024

 

 

738,218

 

 

 

-

 

 

**

 

 

738,218

 

 

 

-

 

 

9

 

 

1/30/2024

 

 

1,159,124

 

 

 

-

 

 

**

 

 

1,159,124

 

 

 

-

 

 

10

 

 

1/30/2024

 

 

234,584

 

 

 

-

 

 

**

 

 

234,584

 

 

 

-

 

 

11

 

 

1/30/2024

 

 

35,714

 

 

 

(10,714)

 

***

 

 

35,715

 

 

 

-

 

 

12

 

 

1/30/2024

 

 

23,408

 

 

 

(7,022)

 

***

 

 

23,408

 

 

 

-

 

 

13

 

 

2/16/2024

 

 

29,762

 

 

 

(8,929)

 

***

 

 

29,762

 

 

 

-

 

 

14

 

 

2/16/2024

 

 

29,762

 

 

 

(8,929)

 

***

 

 

29,762

 

 

 

-

 

 

15

 

 

2/22/2024

 

 

226,190

 

 

 

(67,857)

 

***

 

 

226,190

 

 

 

-

 

 

 

 

 

Less: unamortized discount

 

 

 

 

 

 

 

 

 

 

 

 

(445,922)

 

 

-

 

 

 

 

 

Total

 

$3,867,937

 

 

$(172,451)

 

 

 

$3,422,016

 

 

$-

 

 

 

 

 

Total Current

 

 

 

 

 

 

 

 

 

 

 

$115,213

 

 

$-

 

 

 

 

 

Total Long Term

 

 

 

 

 

 

 

 

 

 

 

$3,306,803

 

 

$-

 

 

*The notes have no interest rate. The notes mature at the earlier of (i) September 30, 2024 or (ii) the date the Company’s shares are listed for trading on a National Securities Exchange. The holder has the option to convert the notes at any time at conversion 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 date which the Initial Advance is deposited with the Escrow Agent. The notes will automatically convert on the date the Company’s shares are listed for trading on a National Securities Exchange at the lower of (x) 80% of the opening price for the Shares on the first day of trading on a National Securities Exchange or if the Company is not trading on a National Securities Exchange at per share price equal to 80% of the average closing prices for the company’s common stock for the 10 trading days preceding the Conversion Date and (y) the Optional Conversion Price. The conversion option is not clearly and closely related to the debt host and as a result, it is required to be recorded as a derivative liability.

 

** On January 30, 2024, the Company entered into an exchange agreement with multiple debt holders whereby the Company and holders agreed to exchange debt principal and accrued interest and accrued default interest for new notes (“Exchange Notes”). The Exchange Notes have no interest rate but contain conversion options. Whenever an exchange of debt instruments adds a substantive conversion option or eliminates a conversion option that was substantive at the date of the modification or exchange, it results in recording an extinguishment gain or loss. As a result, the extinguishment charge was calculated as follows:

 

Reacquisition Price:

 

 

 

Face Value

 

$3,293,101

 

Redemption Feature (Derivative Liability)

 

 

1,856,912

 

Total reacquisition price

 

 

5,150,013

 

 

 

 

 

 

Carrying Value of Original Debt:

 

 

 

 

Promissory Notes Payable

 

 

2,652,279

 

Accrued interest

 

 

207,506

 

Accrued interest (default interest)

 

 

118,016

 

Total carrying value of old debt

 

 

2,977,801

 

 

 

 

 

 

Loss on exchange of debt

 

$2,172,212

 

 

 
F-14

Table of Contents

 

The loss on exchange of debt is the difference between the reacquisition price and the carrying value of the old debt.

 

The notes mature at the earlier of (i) December 31, 2025 or (ii) the date the Company’s shares are listed for trading on a National Securities Exchange. The holder has the option to convert the notes at a conversion price per equal to the closing price for the company’s common stock as reported by its Principal Market on the trading day immediately prior to the day the Company’s shares are listed for trading on a National Securities Exchange. If the holder converts at any time prior to the day the Company’s shares are listed for trading on a National Securities Exchange, the conversion price is equal to the closing price closing price for the company’s common stock as reported by its Principal Market on the trading day immediately prior to the day of conversion. The conversion option is not clearly and closely related to the debt host and as a result, it is required to be recorded as a derivative liability.

 

*** The notes have no interest rate. The notes mature at the earlier of (i) December 31, 2025 or (ii) the date the Company’s shares are listed for trading on a National Securities Exchange. The holder has the option to convert the notes at a conversion price per equal to the closing price for the company’s common stock as reported by its Principal Market on the trading day immediately prior to the day the Company’s shares are listed for trading on a National Securities Exchange. If the holder converts at any time prior to the day the Company’s shares are listed for trading on a National Securities Exchange, the conversion price is equal to the closing price closing price for the company’s common stock as reported by its Principal Market on the trading day immediately prior to the day of conversion. The conversion option is not clearly and closely related to the debt host and as a result, it is required to be recorded as a derivative liability.

 

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 until 2022.  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 February 29, 2024 and August 31, 2023 and the amounts that were reflected in income related to derivatives for the period ended:

 

 

 

February 29, 2024

 

 

Indexed

 

 

Fair

 

The financings giving rise to derivative financial instruments

 

Shares

 

Values

 

Warrant Derivatives

 

 

84,360,841

 

 

$259,135

 

Redemption Feature Derivatives

 

 

828,554,824

 

 

 

2,292,356

 

Total

 

 

912,915,665

 

 

$

2,551,491

 

 

 

 

August 31, 2023

 

 

Indexed

 

 

Fair

 

The financings giving rise to derivative financial instruments

 

Shares

 

 

Values

 

Warrant Derivatives

 

 

84,360,841

 

 

$325,246

 

Total

 

 

84,360,841

 

 

$325,246

 

 

 
F-15

Table of Contents

 

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 and six months ended February 28, 2024:

 

 

 

For the Three Months Ended

 

 

 

February 29,

2024

 

 

 

February 28,

2023

 

Change in fair value of derivative liability

 

$32,910

 

 

$291,214

 

Loss on issuance of derivative

 

 

(47,473)

 

 

-

 

Total

 

$(14,563)

 

$291,214

 

 

 

 

 

 

 

For the Six Months Ended

 

 

February 29,

2024

 

February 28,

2023

 

Change in fair value of derivative liability

 

$45,383

 

 

$196,666

 

Loss on issuance of derivative

 

 

(47,473)

 

 

-

 

Total

 

$(2,090)

 

$196,666

 

  

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

 

 

$ 0.0034

 

Effective contractual conversion rates

 

$ 0.0125

 

 

$ 0.0125

 

Contractual term to maturity

 

5 years

 

 

3.59 years

 

Market volatility:

 

 

 

 

 

 

 

 

Volatility

 

231.20% - 233.87%

 

 

200.76% - 202.96%

 

Risk-adjusted interest rate

 

3.84% - 4.18%

 

 

4.46%

 

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

 

$ 0.0034

 

Effective contractual conversion rates

 

$0.0033 - $0.006

 

$0.0033 - $0.006

 

Contractual term to maturity

 

1.44 years

 

1.09 years

 

Market volatility:

 

 

 

 

 

 

Volatility

 

166.86% - 212.70%

 

218.22% - 267.95%

 

Risk-adjusted interest rate

 

5.02% - 5.42%

 

4.64% - 5.30%

 

 

The following table reflects the issuances of embedded derivatives and changes in fair value inputs and assumptions related to the embedded derivatives as of February 29, 2024. 

 

 

 

Period Ended

 

 

Period Ended

 

 

 

February 29,

2024

 

 

August 31,

2023

 

Balances at beginning of period

 

$325,246

 

 

$-

 

Issuances:

 

 

 

 

 

 

 

 

Warrant derivatives

 

 

-

 

 

 

711,590

 

Redemption feature derivatives

 

 

2,271,628

 

 

 

-

 

Conversions

 

 

-

 

 

 

-

 

Warrant exercise

 

 

-

 

 

 

-

 

Changes in fair value inputs and assumptions reflected in income

 

 

(45,383

)

 

 

(386,344)

Balances at end of period

 

$

2,551,491

 

 

$325,246

 

 

 
F-16

Table of Contents

 

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 $264,823 and $210,667 as of February 29, 2024 and August 31, 2023, respectively. 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. Interest expense for the three months and six months ended February 29, 2024 is $2,123 and $5,115, respectively. Interest expense for the three months and six months ended February 28, 2023 was $0.

 

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.

 

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 Corporation 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. As of August 31, 2023, the company recorded this $200,000 as a Bad Debt expense.

 

In a recent settlement on September 24, 2024, Business Warrior Corporation (BWC) and multiple associated parties have resolved ongoing disputes across several legal cases. This settlement includes actions filed in both federal and state courts involving claims and counterclaims among BWC, FluidFi, Constellation, Timothy Li, and other parties. The terms encompass the dismissal of all claims and the mutual release of all parties from further liability, effectively bringing closure to a series of protracted litigations.

 

The following details associated with the settlement have been reflected in the current period’s financial statement:

 

 

·

BZWR Series C Preferred Stock: Constellation will surrender, and Business Warrior Corporation will cancel, 50,000 shares of Series C Preferred Stock. Additionally, Constellation waives all past and future dividends associated with these shares. As of November 30, 2024, the Company recorded a $495,833 Accrued Dividends Payable that would have been due if the original terms of the agreement were met. However, this will be cancelled which will result in a zero accrued dividends payable balance, along with the reduction of the 50,000 shares of Series C Preferred Stock, to zero.

 

·

Release of Claims: Timothy Li will release all wage and hour claims against BWC, FluidFi, and other parties. Constellation also releases BWC and FluidFi from any claims related to the lease of the property at 732 East Utah Valley Drive, Suite 400, American Fork, Utah. The Company had previously booked a liability in the amount of $9,248 for this property, which the financials now reflect $0 due.

 

·

Settlement Payments: Constellation and Li will pay $100,000 to MBOCAL and LEVEL. Separately, Business Warrior Corporation will make a $60,000 payment to these parties. This has been recorded as payable due to Level Finance.

 

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-17

Table of Contents

 

17.

WARRANTS

    

As of February 29, 2024 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

 

 

$0.0125

 

 

 5.00 Years

 

Issued

 

 

-

 

 

 

 

 

 

 

 

Exercised

 

 

-

 

 

 

 

 

 

 

 

Expired

 

 

-

 

 

 

 

 

 

 

 

Warrants Outstanding – February 29, 2024

 

 

84,374,212

 

 

$0.0125

 

 

 5.00 Years

 

Outstanding Exercisable – February 29, 2024

 

 

84,374,212

 

 

$0.0125

 

 

5.00 Years

 

 

18.

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 and six months ended February 29, 2024 and February 28, 2023:

    

 

 

Three months ended

 

 

Six months ended

 

 

 

February 29,

 

 

February 2,

 

 

February 29,

 

 

February 28,

 

 

 

2024

 

 

2023

 

 

2024

 

 

2023

 

 

 

 

 

 

 

 

 

 

 

 

 

 

SaaS and Software development

 

$340,030

 

 

$348,883

 

 

$825,784

 

 

$1,254,926

 

Marketing services

 

 

338,246

 

 

 

528,398

 

 

 

971,545

 

 

 

1,078,097

 

Total revenue

 

$678,276

 

 

$877,281

 

 

$1,797,329

 

 

$2,333,023

 

   

19.

EQUITY

 

Series A preferred shares

As of February 29, 2024 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 February 29, 2024 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 February 29, 2024 and August 31, 2023, the Company has 0 and 50,000 Preferred C shares issued and outstanding, respectively. 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.

 

 
F-18

Table of Contents

 

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.

 

20.

CONCENTRATIONS

 

For the three months ended February 29, 2024 and February 28 2023, the Company had three customers representing 19% and two customers representing 11%, respectively. For the six months ended February 29, 2024 and February 28, 2023, the Company had two customers representing 20% of total revenue and three customers representing 34%% of total revenue, respectively. For the six months ended February 29, 2024, the Company had one customer representing 34% 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 and six months ended February 29, 2024 and February 28, 2023, respectively.

 

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 statute 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 February 29, 2024, the tax returns for year ended August 31, 2023 have not been filed.

 

22.

SUBSEQUENT EVENTS

 

Subsequent to the Company’s second quarter and through the date of this report, 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.

 

 
F-19

Table of Contents

 

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 the following additional Unsecured Promissory Notes:

 

 

·

$30,000 principal amount: Interest 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.

 

·

$35,000 principal amount on August 9, 2024: Interest rate equal to eight percent per annum, with a balloon payment due on January 1, 2025. There are no convertible terms associated with this note.

 

·

$50,000 principal amount on September 6, 2024: Interest rate equal to eight percent per annum, with a balloon payment due on February 1, 2025. There are no convertible terms associated with this note.

 

·

$15,000 principal amount on September 10, 2024: Interest rate equal to eight percent per annum, with a balloon payment due on February 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).

 

In a recent settlement on September 24, 2024, Business Warrior Corporation (BWC) and multiple associated parties have resolved ongoing disputes across several legal cases. This settlement includes actions filed in both federal and state courts involving claims and counterclaims among BWC, FluidFi, Constellation, Timothy Li, and other parties. The terms encompass the dismissal of all claims and the mutual release of all parties from further liability, effectively bringing closure to a series of protracted litigations.

 

Key Settlement Terms and Case Details

 

 

·

Federal Action:

 

 

o

Case Number: United States District Court, Central District of California, Case No. 8:22-CV-02144-DOC-ADS.

 

 

o

Background: This federal lawsuit was initiated by BWC against Constellation, Li, and others, with a Second Amended Complaint filed on May 22, 2024. Constellation and Li responded with counterclaims and cross-claims on June 12, 2024.

 

·

State Action:

 

 

o

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

 

 

o

Background: This state case was filed by MBOCAL and LEVEL against FluidFi, BWC, and Li, with a Second Amended Complaint submitted on August 18, 2023. Both FluidFi/BWC and Constellation/Li filed cross-complaints against each other.

 

Settlement Highlights

 

 

·

BZWR Series C Preferred Stock: Constellation will surrender, and Business Warrior Corporation will cancel, 50,000 shares of Series C Preferred Stock. Additionally, Constellation waives all past and future dividends associated with these shares. As of November 30, 2024, the Company recorded a $495,833 Accrued Dividends Payable that would have been due if the original terms of the agreement were met. However, this will be cancelled which will result in a zero accrued dividends payable balance, along with the reduction of the 50,000 shares of Series C Preferred Stock, to zero.

 

·

Release of Claims: Timothy Li will release all wage and hour claims against BWC, FluidFi, and other parties. Constellation also releases BWC and FluidFi from any claims related to the lease of the property at 732 East Utah Valley Drive, Suite 400, American Fork, Utah, which had an amount due of $9,248 in Accounts Payable and Accrued Liabilities which is now zero.

 

·

Settlement Payments: Constellation and Li will pay $100,000 to MBOCAL and LEVEL. Separately, BWC will make a $60,000 payment to these parties.

 

·

Finalization and Dismissal: The agreement, fully executed on September 24, 2024, requires all parties to file for dismissal with prejudice in both the federal and state actions, effectively concluding these cases

 

 
F-20

 

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 February 29, 2024 and February 28, 2023

 

Revenues

 

For the three months ended February 29, 2024, and February 28, 2023 the Company had revenues of $678,276 and $877,281, respectively. The decrease is a result of a loss of clients in the FluidFi subsidiary due the previous ownership groups commitments to clients that were impossible to achieve, coupled with an overall objective of the Company to only keep clients software projects that could be served at a profit or a return on investment in a reasonable amount of time. The decrease in cost of sales for the three months ended February 29, 2024 was $506,916, compared to $609,208 for the three months ended February 28, 2023, which is in relation to the decrease in revenue. 

 

Operating Expenses

 

Operating expenses for the three months period ending on February 29, 2024 were $749,283 down from $983,920 for the three months ended February 28, 2023. This reduction was due to lower salaries and wages, which decreased from $611,600 to $407,489. Professional services also saw a notable reduction from $139,970 to $114,794, and general and administrative expenses decreased from $206,342 to $148,431, 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 February 29, 2024 of $137,789 compared to the period ended February 28, 2023. This is the second period in a row that The Company has had a significant reduction in operating losses for the period as it seeks to achieve its goal of reaching profitability as efficiently and promptly as possible.

  

Net Loss

 

For the three months ended February 29, 2024 and February 28, 2023 we had Net (Loss) of $(3,194,774) and $(2,496,253) respectively. The majority of the increased net loss was attributable an increase in interest expense from $95,327 in the previous year compared to $465,554 in the current period, which is attributable to the Company renegotiating terms on some institutional debt, so no monthly payments would be due until December of 2025.

 

 
3

 

 

For the Six Months Ended February 29, 2024 and February 28, 2023

 

Revenues

 

For the six months ended February 29, 2024 and February 28, 2023, the Company had revenues of $1,797,329 and $2,333,023, respectively. The decrease is a result of a loss of clients in the FluidFi subsidiary due the previous ownership groups commitments to clients that were impossible to achieve, coupled with an overall objective of the Company to only keep clients software projects that could be served at a profit or a return on investment in a reasonable amount of time. The decrease in cost of sales for the six months ended February 29, 2024 was $306,647, which is in relation to the decrease in revenue.

 

Operating Expenses

 

Operating expenses for the six months period ending on February 29, 2024 were $1,525,343 down from $2,154,776 for the six months ended February 28, 2023. This reduction was due to lower salaries and wages, which decreased from $1,389,907 to $858,739. General and administrative expenses decreased from $431,010 to $277,503 reflecting the Company’s efforts to streamline operations and reduce overhead costs. Professional services expenses increased to $272,704 from $241,605, due to an increase in legal expenses. The net effect was a decrease in the operating loss for the six months ending February 29, 2024 of $400,386 compared to the six months ended February 28, 2023. This is the second period in a row that The Company has had a significant reduction in operating losses for the period as it seeks to achieve its goal of reaching profitability as efficiently and promptly as possible.

 

Net Loss

 

For the six months ended February 29, 2024 and February 28, 2023 we had a net loss of $4,217,343 and $3,486,494, respectively. The majority of the increased net loss was attributable to an increase in interest expense from $283,216 in the previous year compared to $974,923 for the six months ended February 29, 2024, which is attributable to the Company renegotiating terms on some institutional debt, so no monthly payments would be due until December of 2025

 

Assets and Liabilities

 

As of February 29, 2024, total assets were $2,163,485, down from $2,469,268 as of August 31, 2023. The decrease in assets was due to a reduction in cash and cash equivalents, which declined to $46,308 from $144,171, and a reduction in the current portion of loans receivables from $46,260 to $4,638 as we collected the last payments from our small business lending solution that we stopped offering to customers. Accounts receivable decreased as well to $125,262 from $174,520, reflecting that we were able to collect from our clients more quickly.

 

Total current liabilities as of February 29, 2024, decreased to $5,420,182 from $6,264,834 as of August 31, 2023. The majority of the decrease is attributable to the payable associated with the acquisition of Helix House of $950,000, which was converted to equity. The contingent liability is $2,916,860 as of February 29, 2024.

 

Total liabilities were $11,760,926 as of February 29, 2024, which was an increase from $8,707,254 as of August 31, 2023. This increase was mainly due to the issuance of convertible notes payable with a carrying value of $3,422,016. The Company continues to manage its liabilities carefully to maintain financial stability.

 

 
4

 

 

Liquidity and Capital Resources

 

Cash used by operating activities

  

The Company’s net cash from operating activities was $(577,157) for the six months ended February 29, 2024 compared to $(777,892) for the six months ended February 28, 2023. This reduction in cash outflow is primarily attributed to the following significant changes:

 

 

·

Net Loss: The net loss for the period increased to $4,217,343 from $3,486,494, reflecting an improvement in operational results.

 

·

Amortization of Debt Discount: Amortization expense increased to $797,195, compared to $160,316 in the previous period, contributing to the higher cash outflows.

 

·

Derivative Liability: The change in the fair value of the derivative liability generated a positive adjustment of $2,090, compared to ($196,666) in the prior period, which provided a smaller non-cash offset to the net loss.

 

·

Accounts Payable and Accrued Liabilities: This line decreased, with an addition of $462,393 in the current period versus $534,786 in the prior period, impacting operating cash flow positively.

 

·

Contingent Liability: The contingent liability, net of discount, was $0 in the current period but contributed $2,509,620 in the prior period, impacting the comparative cash outflows.

 

Cash provided by investing activities 

  

Net cash from investing activities was $41,622 for the six-month period ended February 29, 2024, as compared to net cash of $96,584 for the same period the previous year ended February 28, 2023. This decrease primarily resulted from payments on loans receivable totaled $41,622, a decline from $98,436 in the prior period. This reduction was due to lower collections from loan repayments during the period because the company shut the program down and stopped offering new loans, so there was less money to collect.

   

Cash provided by financing activities

 

Net cash from financing activities amounted to $437,672 for the six months ended February 29, 2024, compared to $756,656 in the same period of 2023. The key changes in financing cash flows include:

  

 

·

Proceeds from convertible notes payable: This new source of cash generated $402,385, which did not occur in the prior period.

 

·

Payments of Notes Payable, Related Party: Payments on related party notes payable increased significantly, amounting to $54,156, up from $3,128 in the prior period.

 

Overall Cash Flow and Ending Balance

 

The total decrease in cash and cash equivalents was $97,863 for the six months ended February 29, 2024, compared to an increase of $75,349 in the previous period. This decline is largely driven by reduced collections in investing activities and increased reliance on financing activities for liquidity. The ending cash balance as of February 29, 2024, was $46,308.

 

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 six months ended February 29, 2024, the Company had $1,797,329 in revenues, a net loss of $4,217,343 and had net cash used in operations of $577,157. Additionally, as of February 29, 2024, the Company had a working capital deficit, stockholders’ deficit and accumulated deficit of $5,167,714, $9,597,441, and $20,559,643, 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.

 

 
5

 

 

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.

 

 
6

 

 

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.

 

In a recent settlement on September 24, 2024, Business Warrior Corporation (BWC) and multiple associated parties have resolved ongoing disputes across several legal cases mentioned above. This settlement includes actions filed in both federal and state courts involving claims and counterclaims among BWC, FluidFi, Constellation, Timothy Li, MBOCAL, JKB Financial, Inc Dba Level Finance, and other parties. The terms encompass the dismissal of all claims and the mutual release of all parties from further liability, effectively bringing closure to a series of protracted litigations. The details of that settlement have been included in the subsequent events section of this filing.

 

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

 

 
7

 

 

Item 4. Mine Safety Disclosures.

 

Not applicable

 

Item 5. Other Information.

 

None

 

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.INSXBRL

Instance Document

101.SCHXBRL

Taxonomy Extension Schema Document

101.CALXBRL

Taxonomy Extension Calculation Linkbase Document

101.LABXBRL

Taxonomy Extension Label Linkbase Document

101.PREXBRL

Taxonomy Extension Presentation Linkbase Document

101. DEFXBRL

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.

 

 
8

 

 

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: December 20, 2024

By:

/s/ Rhett Doolittle

 

 

 

Name: Rhett Doolittle

 

 

 

Title: Chief Executive Officer and Director

(Principal Executive Officer) (Principal Financial and Accounting Officer)

 

 
9