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: May 31, 2023

or

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

For the transition period from __________________ to __________________

Commission file number: 333-265471

BUSINESS WARRIOR CORPORATION

(Exact name of registrant as specified in its charter)

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

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

(Address of principal executive offices and Zip Code)

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

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

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

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

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ 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 July 12, 2023, there were 465,618,093 shares of the registrant’s common stock issued and outstanding.

Documents Incorporated by Reference: None

BUSINESS WARRIOR CORPORATION 

TABLE OF CONTENTS 

	Page
Consolidated Balance Sheet as of May 31, 2023 (unaudited) and August 31, 2022	F-1
Consolidated Statements of Operations for the three months and nine months ended May 31, 2023 and 2022 (unaudited)	F-2
Consolidated Statements of Changes in Stockholders’ Equity/(Deficit) for the three months and nine months ended May 31, 2023 and 2022 (unaudited)	F-3
Consolidated Statements of Cash Flows for the nine months ended May 31, 2023 and 2022 (unaudited)	F-5
Notes to the Consolidated Financial Statements	F-6

2

BUSINESS WARRIOR CORPORATION
CONSOLIDATED BALANCE SHEETS
	(Unaudited)
	May 31,			August 31,
	2023			2022
Assets
Current assets
Cash and cash equivalents	$	360,155		$	382,431
Accounts receivable, net		377,850			542,428
Current portion of loans receivable, net		33,562			70,399
Prepaids and other current assets		7,198			16,638
Total current assets		778,765			1,011,896
Loans receivable, non-current, net		130,580			223,219
Right-of-use asset, net		63,745			76,219
Property and equipment, net		153,465			244,633
Investments, at fair value		70,000			-
Intangible assets, net		693,995			-
Goodwill		1,103,546			2,321,667
Total Assets	$	2,994,096		$	3,877,634
Liabilities and Stockholders' Equity/(Deficit)
Current liabilities
Accounts payable and accrued liabilities		1,889,583			1,063,345
Contingent earnout liability		935,137			1,250,000
Deferred revenue		5,280			474,977
Current portion of finance lease liability		3,719			18,487
Due to related party		161,474			159,161
Current portion of note payable		14,353			-
Current portion of SBA loan		1,460			8,039
Total current liabilities		3,011,006			2,974,009
Line of Credit, net of debt discount $579,881		1,523,231			-
Contingent liability, net of discount $490,380		2,509,620			-
Finance lease liability, long term		57,164			57,164
Derivative Liability		332,854			-
Note payable		17,588			75,000
SBA loan, non-current		141,861			141,861
Total Liabilities	$	7,593,324		$	3,248,034
Commitments and contingencies (Note 12)
Stockholders' Equity/(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 B Preferred stock, 100,000 shares authorized; 0 and 12,017 shares issued and outstanding at May 31, 2023 and August 31, 2022, respectively		-			12
Series C Preferred stock, 50,000 shares authorized; 50,000 shares issued and outstanding at May 31, 2023 and August 31, 2022		50			50
Common stock, $0.0001 par value; 500,000,000 shares authorized; 465,618,093 shares issued and outstanding as of May 31, 2023 and August 31, 2022		46,562			46,562
Additional paid in capital		10,367,375			11,539,564
Accumulated deficit		(15,013,231	)		(10,956,604	)
Total stockholders' equity/(deficit)		(4,599,228	)		629,600
Total Liabilities and Stockholders' Equity/(Deficit)	$	2,994,096		$	3,877,634
See notes to unaudited consolidated financial statements

F-1

BUSINESS WARRIOR CORPORATION
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
	For the three months ended						For the nine months ended
	May 31,						May 31,
	2023			2022			2023			2022
Sales	$	910,719		$	1,227,007		$	3,243,742		$	2,415,644
Cost of sales		647,563			227,933			2,288,212			274,573
Gross profit		263,156			999,074			955,530			2,141,071
Operating expenses:
Advertising and promotion		21,419			235,121			113,673			701,204
Salaries and wages		344,055			751,612			1,733,962			2,128,587
Professional services		193,661			73,002			435,266			183,780
General and administrative expenses		228,797			394,775			659,807			1,215,522
Loss from operations		(524,776	)		(455,436	)		(1,987,178	)		(2,088,022	)
Other income (expense):
Interest expense, net		(100,204	)		(1,635	)		(383,420	)		(1,860	)
Gain on extinguishment of debt		-			-			-			77,500
Contingent settlement costs		-			-			(2,509,620	)		-
Goodwill impairment		(98,258	)		-			(98,258	)		-
Change in fair value of derivative liability		182,071			-			378,737			-
Employee retention credit		313,276			-			629,909			-
Other income (expense)		(21,409	)		30,369			234,036			31,057
Net loss before income taxes		(249,300	)		(426,702	)		(3,735,794	)		(1,981,325	)
Income taxes		-			-			-			-
Net loss	$	(249,300	)	$	(426,702	)	$	(3,735,794	)	$	(1,981,325	)
Preferred stock dividends		87,500			-			320,833			-
Net loss attributable to common stockholders		(336,800	)		(426,702	)		(4,056,627	)		(1,981,325	)
Basic and diluted loss per share	$	(0.0005	)	$	(0.0010	)	$	(0.0080	)	$	(0.0047	)
Weighted average shares outstanding - basic and diluted		465,618,093			445,632,197			465,618,093			419,829,608
See notes to unaudited consolidated financial statements.

F-2

BUSINESS WARRIOR CORPORATION
CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' DEFICIT
(Unaudited)
	Series A Preferred Stock				Series B Preferred Stock							Series C Preferred Stock				Common Stock				Additional Paid in			Accumulated
	Shares		Amount		Shares				Amount			Shares		Amount		Shares		Amount		Capital			Deficit			Total
Balance August 31, 2022		15,500	$	16		12,017			$	12			50,000	$	50		465,618,093	$	46,562	$	11,539,564		$	(10,956,604	)	$	629,600
Conversion of preferred stock to debt		-		-		(9,994	)			(10	)				-		-		-		(981,033	)		-			(981,043	)
Deemed dividend of Series C preferred stock		-		-		-				-			-		-		-		-		-			(145,833	)		(145,833	)
Net loss		-		-		-				-			-		-		-		-		-			(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	)
Conversion of preferred stock to debt						(2,023	)			(2	)		-		-		-		-		(191,156	)		-			(191,158	)
Deemed dividend of Series C preferred stock		-		-		-				-			-		-		-		-		-			(87,500	)		(87,500	)
Net loss		-		-		-				-			-		-		-		-		-			(2,496,252	)		(2,496,252	)
Balance February 28, 2023		15,500	$	16		-				-			50,000	$	50		465,618,093	$	46,562		10,367,375		$	(14,676,431	)	$	(4,262,428	)
Deemed dividend of Series C preferred stock		-		-		-				-			-		-		-		-		-			(87,500	)		(87,500	)
Net loss		-		-		-				-			-		-		-		-		-			(249,300	)		(249,300	)
Balance May 31, 2023		15,500	$	16		-				-			50,000	$	50		465,618,093	$	46,562	$	10,367,375		$	(15,013,231	)	$	(4,599,228	)

See notes to unaudited consolidated financial statements

F-3

BUSINESS WARRIOR CORPORATION
CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' DEFICIT
(Unaudited)
	Series A Preferred Stock				Series B Preferred Stock				Common Stock						Additional Paid in			Accumulated
	Shares		Amount		Shares		Amount		Shares			Amount			Capital			Deficit			Total
Balances, August 31, 2021		15,500	$	16		-	$	-		394,242,067		$	39,425		$	5,271,880		$	(3,365,354	)	$	1,945,967
Issuance of common stock for services		-		-		-		-		150,000			15			29,228			-			29,243
Issuance of common stock for cash		-		-		-		-		22,075,000			2,207			1,757,793			-			1,760,000
Net loss		-		-		-		-		-			-			-			(513,791	)		(513,791	)
Balance November 30, 2021		15,500	$	16		-	$	-		416,467,067		$	41,647		$	7,058,901		$	(3,879,145	)	$	3,221,419
Issuance of common stock for services		-		-		-		-		10,095,469			1,010			717,790			-			718,800
Issuance of common stock for convertible debt		-		-		-		-		792,624			79			39,552			-			39,631
Net loss		-		-		-		-		-			-			-			(1,040,832	)		(1,040,832	)
Balance February 28, 2022		15,500	$	16		-	$	-		427,355,160		$	42,736		$	7,816,243		$	(4,919,977	)	$	2,939,018
Issuance of common stock for services		-		-		-		-		3,102,664			310			184,332			-			184,642
Issuance of Series B preferred stock		-		-		9,994		10		-			-			-			-			10
Cash payout associated with Helix House acquisition		-		-		-		-		-			-			1,200,000			-			1,200,000
Issuance of common stock for Helix House acquisition		-		-		-		-		18,004,115			1,800			1,048,200			-			1,050,000
Issuance of common stock for settlement agreement		-		-		-		-		7,500,000			750			224,250			-			225,000
Issuance of common stock for cash		-		-		-		-		853,713			84			5,916			-			6,000
Cancellation of common shares issues		-		-		-		-		(12,491,967	)		(1,249	)		(998,108	)		-			(999,357	)
Adjustment as a result of cancellation of shares		-		-		-		-		-			-			133,873			-			133,873
Issuance of common stock for convertible debt		-		-		-		-		-			-			-			-			-
Net loss		-		-		-		-		-			-			-			(426,702	)		(426,702	)
Balance May 31, 2022		15,500	$	16		9,994	$	10		444,323,685		$	44,431		$	9,614,706		$	5,346,678		$	4,312,485

See notes to unaudited consolidated financial statements

F-4

BUSINESS WARRIOR CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
	Nine months ended
	May 31,
	2023			2022
Cash Flows from Operating Activities
Net loss	$	(3,735,794	)	$	(1,981,324	)
Adjustments to reconcile net loss to net
cash from operating activities:
Depreciation and amortization		214,647			51,631
Change in fair value of derivative liability		(327,872	)		-
Goodwill impairment		98,258			-
Amortization of debt discount		266,886			-
Stock-based compensation		-			932,685
Unrealized gain on investments		(70,000	)		-
Gain on extinguishment of debt		-			(77,500	)
Changes in operating assets and liabilities
Accounts receivable, net		164,579			(199,302	)
Other assets		-			(12,000	)
Prepaids and other current assets		9,440			(583,936	)
Deferred revenue		(469,697	)		1,174,242
Contingent liability, net of discount		2,194,757			224,727
Accounts payable and accrued liabilities		505,405			(1,580,805	)
Net cash from operating activities		(1,149,391	)		(2,051,582	)
Cash Flows from Investing Activities
Net cash paid from acquisition		-			(456,063	)
Issuance of loans receivable		(1,852	)		-
Purchase of property and equipment		-			(254,724	)
Payments received on loans receivable		131,328			-
Acquired intangible assets as part of the Helix House acquisition		314,863			-
Net cash from investing activities		444,339			(710,787	)
Cash Flows from Financing Activities
Net change in related party payables		-			(8,725	)
Payment of finance right of use liability		(14,768	)		(12,474	)
Proceeds from line of credit, net		744,870			-
Proceeds from issuance of common stock		-			1,766,000
Payments of notes payable		(49,638	)		(150,238	)
Proceeds (payments) of notes payable, related party		2,312			(5,131	)
Net cash from financing activities		682,775			1,589,432
Change in cash and cash equivalents		(22,276	)		(1,172,937	)
Cash and cash equivalents at beginning of period		382,431			4,251,741
Cash and cash and equivalents at end of period	$	360,155		$	3,078,804
Noncash Investing and Financing Activities
Issuance of preferred stock	$	-		$	10
Stock issued for convertible debt	$	-		$	225,000
Conmon shares retired in exchange of preferred stock	$	-		$	(999,357	)
Conversion of preferred stock into debt, net of debt discount	$	1,172,189		$	-
Deemed dividends of Series C preferred stock	$	320,833		$	-
Issuance of warrants	$	660,726		$	-
Supplemental Cash Flow Information
Cash paid for interest	$	-		$	2,640
Cash paid for income taxes	$	-		$	-
See notes to unaudited consolidated financial statements

F-5

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. 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.

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.

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.

F-6

Intangible Assets— Certain intangible assets arose from the acquisition of Helix House, LLC on March 16, 2022 and consist of the following, which have been or are being amortized on a straight-line basis over the following estimated useful lives:

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

Investments --Effective December 1, 2022, we adopted Accounting Standards Update ("ASU") 2016-01Financial Instruments — Overall: Recognition and Measurement of Financial Assets and Financial Liabilities ("ASU 2016-01"), which requires us 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. For equity securities without readily determinable fair values, we have elected the measurement alternative under which we measure these investments at cost minus impairment, if any, plus or minus changes resulting from observable price changes in orderly transactions for the identical or a similar investment of the same issuer. 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. For equity securities classified as available-for-sale, realized gains and losses were included in net income. Unrealized gains and losses on equity securities classified as available-for-sale were recognized in accumulated other comprehensive income (loss) ("AOCI"), net of tax. Equity securities without readily determinable fair values were recorded at cost. Our investments in debt securities are carried at either amortized cost or fair value. Investments in debt securities that the Company has the positive intent and ability to hold to maturity are carried at amortized cost and classified as held-to-maturity. Investments in debt securities that are not classified as held-to-maturity are carried at fair value and classified as either trading or available-for-sale.

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.

Goodwill—The Company’s goodwill balance of $1.1 million as of May 31, 2023 resulted from the acquisitions of Helix House, LLC. Helix House, LLC was acquired on March 17, 2022, and FluidFi, Inc. was acquired on June 8, 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. After performing qualitative and quantitative analyses for the acquired companies, the Company recognized approximately $4.0 million in goodwill impairment related to FluidFi, Inc. during the year ended August 31, 2022.

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. To date, losses resulting from uncollected receivables have not exceeded management’s expectations. The Company recorded an allowance for doubtful accounts of $459,117 and $0 as of May 31, 2023 and August 31, 2022, 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.

F-7

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 four 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, PayPlan’s software-as-a-service as a monthly recurring fee, 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.

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.

F-8

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.

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 $21,419 and $113,673 in advertising expenses for the three months and nine months ended May 31, 2023, respectively. For the three and nine months ended May 31, 2022, the Company had advertising expenses of $235,121 and $701,204, respectively.

Cost of Sales— This is comprised of referral and sales commission, advertising for our premium marketing clients, website hosting fees, employee and independent contractor labor associated with servicing each client, software development 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.

3. 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. LOANS RECEIVABLE 

During the year ended August 31, 2022, 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 May 31, 2023, the Company had a net loans receivable balance of $164,162, of which $33,562 are considered current and $130,580 are non-current. As of August 31, 2022, the Company had a net loans receivable balance of $293,618, of which $70,399 were considered current and $223,219 was considered non-current.

F-9

The Company has $59,427 recorded as an allowance for doubtful accounts as of May 31, 2023 and August 31, 2022.

Year ending August 31, 2023	$	33,562
Year ending August 31, 2024		130,580
	$	164,142

5. PROPERTY AND EQUIPMENT 

Property and equipment consist of the following:

	Useful lives	May 31, 2023			August 31, 2022
Software and computer equipment	5 years	$	594,284		$	652,892
Furniture and fixtures and other equipment	3 years		2,960			2,960
Total property and equipment			597,244			655,852
Less accumulated depreciation			(443,779	)		(411,219	)
Total property and equipment, net		$	153,465		$	244,633

For the three months and nine months ended May 31, 2023, depreciation expense was $8,815 and $32,560, respectively.

For the three months and nine months ended May 31, 2022, depreciation expense was $18,581 and $39,157, respectively.

6. INTANGIBLE ASSETS 

	May 31,			May 31,
	2023			2022
Customer relationships	$	375,000		$	-
Trademarks		340,000			-
Non-compete agreements		90,000			-
Less: accumulated amortization		(111,005	)		-
Intangible assets - net	$	693,995		$	-

The Company recently finalized the purchase accounting for the Helix House, LLC Acquisition as described further in Note 13. As a result, the intangible assets (i.e. customer relationships, trademarks, non-compete agreements) arose from the acquisition. The Company is amortizing these intangibles over their respective remaining useful lives. The Company is recording amortization expense in the amount of $111,005 for the year ended May 31, 2023. Of the $111,005 in amortization expense, $19,130 relates to the period from acquisition to May 31, 2022 and is being treated as a change in accounting estimate. The remaining $91,875 is the expense related to the year ended May 31, 2023.

7. LEASE 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.

F-10

Finance right of use assets are summarized below:

	May 31, 2023			August 31, 2022
Finance Lease	$	94,237		$	94,237
Less accumulated amortization		(30,492	)		(18,018	)
Finance lease, net	$	63,745		$	76,219

Amortization expense was $4,158 and $12,474 for the three months and nine months ended May 31, 2023 and 2022.  

Finance lease liabilities are summarized below:

	May 31, 2023			August 31, 2022
Finance lease liability	$	60,883		$	75,651
Less:  current portion		(3,719	)		(18,487	)
Long term portion	$	57,164		$	57,164

Maturity of lease liabilities are as follows:

	May 31, 2023
Year ending August 31, 2023	$	6,572
Year ending August 31, 2024		21,340
Year ending August 31, 2025		21,340
Year ending August 31, 2026		19,562
Total future minimum lease payments		68,814
Less imputed interest		(7,931	)
PV of payments	$	60,883

8. 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.

The Company made payments of $43,059 to bring the note payable balance to $31,941 as of May 31, 2023.

9. PPP AND 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. For the nine months ended May 31, 2023, the Company made payments of $6,579.

Aggregate principal maturities of the SBA loan is as follows:

Year ending August 31, 2023	$	1,460
Year ending August 31, 2024		8,772
Year ending August 31, 2025		8,772
Year ending August 31, 2026		8,772
Year ending August 31, 2027		8,772
Thereafter	$	106,773
	$	143,321

F-11

10. 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 $161,474 and $159,161 as of May 31, 2023 and August 31, 2022. These amounts are considered a current liability.

11. LINE OF CREDIT 

The revolving line of credit (“LOC”) consists of notes in the principal amount of $901,176 that was paid in cash and the conversion of 12,017 of Preferred B stock into debt with a principal amount of $1,201,602. The LOC has a maximum draw amount of $5,000,000. Advances on the LOC bear interest, on the outstanding principal balance at a rate equal to ten (10%) per annum. Interest only payments start on July 1, 2023, and the LOC has a maturity date of September 30, 2024. As of May 31, 2023, the Company’s principal balance due is $2,103,112, and the debt discount is $579,881.

12. COMMITMENTSAND CONTINGENCIES 

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

In March 2022, the Company closed the acquisition of 100% of the equity interests of Helix House, LLC, a marketing agency based in Scottsdale, Arizona, for an initial closing purchase price of $2,250,000. The closing purchase price included $1,200,000 in cash and 18,004,115 shares of restricted common stock valued at $1,050,000 at the acquisition date. There is additional earn-out potential based on future revenue growth of Helix House, LLC. The earn-out potential is up to a total of $600,000 in cash and $1,900,000 in stock, which is valued at the average of the closing prices of the Company’s Common Stock for the 20 trading days following the achievement of the revenue milestones. Based on year-to-date activity with the Helix House acquisition, Management has estimated the potential earnout liability to be at 50%. As of May 31, 2023 the Company recorded a contingent liability earnout of $1,250,000.

In November 2021, the Company entered into an agreement with a partner to develop and market a small business funding program. The program (technology) was built, and loans were distributed on a pilot basis, but 90% were funded internally by the Company. Due to challenging macroeconomic conditions, the program has been temporarily paused, as securing adequate funding for the small business loans has proven difficult. As per the contract terms, if the Company does not generate a minimum of three million dollars in earnings on the partner’s behalf by December 31, 2023, a penalty equal to the difference between the total amount earned and three million dollars will be triggered. This penalty would be payable by the Company to the partner by March 1, 2024.

During the second quarter of fiscal 2023, the Company determined that the three-million-dollar penalty would occur. As of the date of these financial statements, the Company is actively exploring potential solutions to assist the partner in achieving the three-million-dollar target, including the possibility of resuming the program once macroeconomic conditions improve. This may involve negotiating an extension and amending the current agreement to extend the terms. The ultimate outcome of these negotiations cannot be determined at this time. Accordingly, a contingent liability of three million dollars, discounted to present value at an imputed interest rate of 17.97%, has been recognized in the financial statements. The Company will continue to assess this contingency and will update the financial statements accordingly as new information becomes available.

13. BUSINESS ACQUISITIONS 

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

F-12

The preliminary fair value estimates of the assets acquired and liabilities assumed are the following:

Consideration:
Cash	$	1,200,000
Contingent earnout liability		1,250,000
Common stock		1,050,000
Total consideration	$	3,500,000
Assets acquired:
Cash	$	60,085
Accounts receivable		10,000
Other assets		18,805
Goodwill		3,444,110
Total assets acquired	$	3,533,000
Deferred revenue		33,000
Total liabilities		33,000
Total purchase consideration	$	3,500,000

The initial goodwill calculated for the Helix House acquisition was $3,444,110.  The Company recorded a loss on goodwill impairment in the amount of $1,122,442 for the year ended August 31, 2022. For the nine months ended May 31, 2023, the Company recorded a loss on goodwill impairment of $98,258.

The Company obtained a final fair value estimate of the assets acquired and liabilities assumed within the respective measurement period, as mentioned in Note 6. The revised purchase price allocation is as follows: 

Consideration:
Cash	$	1,200,000
Contingent earnout liability		935,137
Common stock		1,050,000
Total consideration	$	3,185,137
Assets acquired:
Cash	$	60,085
Accounts receivable		10,000
Intangible Assets		805,000
Other assets		29,158
Goodwill		2,313,894
Total assets acquired	$	3,218,137
Deferred revenue		33,000
Total liabilities		33,000
Total purchase consideration	$	3,185,137

On June 8, 2022, the Company closed the acquisition of FluidFi, Inc. , dba Alchemy Technologies (“FluidFi”). Business Warrior obtained 100% of FluidFi’s equity interest for $800,000 in cash and $1,823,671 in preferred stock with a 7%, three-year cash dividend.

F-13

Consideration:
Cash	$	800,000
Preferred stock		1,823,671
Total consideration	$	2,623,671
Assets acquired:
Cash	$	611,318
Accounts receivable		429,099
Other assets		77,003
Goodwill		2,901,381
Total assets acquired	$	4,018,801
Accounts payable		195,130
Acquired partner debt		1,200,000
Total liabilities	$	1,395,130
Total purchase consideration	$	2,623,671

The initial goodwill calculated for the FluidFi acquisition was $2,901,381. Based on changes in management’s focus on this business, the Company determined a triggering event occurred and an impairment analysis was performed. As a result, the Company recorded a full impairment loss of $2,901,381 as of August 31, 2022. Certain amounts noted above are preliminary and subject to change during the respective measurement period (up to one year from the acquisition date) as the Company obtain additional information for the preliminary fair value estimates of the assets acquired and liabilities assumed.

The following unaudited pro forma financial results reflects the historical operating results of the Company, including the unaudited pro forma results of Helix House and FluidFi for the years ended August 31, 2022 and 2021, respectively, as if each of these business combinations had occurred as of September 1, 2021. The pro forma financial information set forth below reflects adjustments to the historical data of the Company to give effect to each of these acquisitions and the related equity issuances as if each had occurred on September 1, 2020. The pro forma information presented below does not purport to represent what the actual results of operations would have been for the periods indicated, nor does it purport to represent the Company’s future results of operations. The following table summarizes on an unaudited pro forma basis the Company’s results of operations for the years ended August 31, 2022 and 2021:

	2022			2021
Gross sales	$	6,505,447		$	8,216,697
Net sales		4,849,317		$	6,990,328
Net operating loss		(3,586,722	)		229,768
Net loss	$	(7,610,545	)		(2,009,173	)
Net income per share - basic and diluted	$	(0.018	)	$	(0.005	)
Weighted average number of shares of common stock outstanding - basic and diluted		434,700,005			371,162,617

The calculations of pro forma net revenue and pro forma net loss give effect to the business combinations for the period from September 1, 2020 until the respective closing dates for (i) the historical net revenue and net income (loss), as applicable, of the acquired businesses, (ii) incremental depreciation and amortization for each business combination based on the fair value of property, equipment and identifiable intangible assets acquired and the related estimated useful lives, and (iii) recognition of accretion of discounts on obligations with extended payment terms that were assumed in the business combinations.

F-14

14. EQUITY 

Series A preferred shares

As of May 31, 2023 and August 31, 2022, 15,500 shares were issued and outstanding with a par value of $.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 $.001. As of May 31, 2023 and August 31, 2022, the Company has 0 and 12,017 Preferred B shares issued and outstanding, respectively. 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

As part of the acquisition of FluidFi, Inc., on June 8, 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 $.001, with a dividend equal to seven percent (7%) per annum of the Original issuance of $100. As of May 31, 2023 and August 31,2022, the Company has 50,000 Preferred C shares issued and outstanding. As of May 31, 2023, the dividend due was $320,833.

The Company is disputing the issuance of Series C preferred shares and the related ongoing dividend payments. The dispute stems from issues that arose after the closing of the acquisition of FluidFi, Inc. The Company believes that these amounts will be offset against outstanding obligations owed to it by the previous owners of FluidFi. The ultimate resolution of this matter may impact the Company's financial position and results, but the outcome remains uncertain at this time.

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.

15. CONCENTRATIONS 

For the three and nine months ended May 31, 2023, the Company did not have any one customer representing more than 15% of total revenue for the period. For the three months ended May 31, 2022, the Company had no customers representing more than 15% of total revenue. The Company had two customers representing 74% of total revenue for the nine months ended May 31, 2022. The Company had nine customers representing 74% of total accounts receivable as of May 31, 2023. For the period ended August 31, 2022, the Company had one customer that represented 17% of total accounts receivable and two customers representing 30% of total accounts receivable.

16. DERIVATIVES 

Detachable warrants

Certain promissory notes were issued with detachable warrants 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 May 31, 2023, and the amounts that were reflected in income related to derivatives for the period ended:

	May 31, 2023
	Indexed		Fair
The financings giving rise to derivative financial instruments	Shares		Values
Warrant Derivatives		84,360,841	$	332,854
Total		84,360,841	$	332,854

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 nine months ended May 31, 2023:

F-15

	For the Three Months Ended
	May 31, 2023
Warrant derivatives	$	182,071
Total	$	182,071

	For the Nine Months Ended
	May 31, 2023
Warrant derivatives	$	378,737
Total	$	378,737

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	$	0.0062
Effective contractual conversion rates	$	0.0125	$	0.0125
Contractual term to maturity	5 years		4.64 years

Market volatility:
Volatility	231.20% - 233.87%	227.89% - 234.20%
Risk-adjusted interest rate	3.84% - 4.18%		4.18%

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

	Period Ended
	May 31, 2023
Balances at beginning of period	$	-
Issuances:
Warrant derivatives		711,591
Conversions		-
Warrant exercise		-
Changes in fair value inputs and assumptions reflected in income		(378,737	)
Balances at end of period	$	332,854

There were no detachable warrants as of August 31, 2022.

F-16

17. RECLASSIFICATIONS 

Certain prior year amounts have been reclassified for consistency with the current year presentation. These reclassifications had no effect on the reported results of operations.

18. 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 nine months ended May 31:

	For the nine months ended May 31,
Federal income taxes attributable to:	2023			2022
Current operations	$	(784,517	)	$	(416,078	)
Less:  valuation allowance		784,517			416,078
Net provision for federal income taxes	$	-		$	-

The cumulative tax effect at the expected rate of 21% of significant stems comprising our net deferred tax amount is as follows:

	For the nine months ended May 31,
	2023			2022
U.S. statutory federal income tax rate		21.0	%		21.0	%
Goodwill impairment		-0.6	%		-
Income tax expense (benefit) for the period		20.4	%		21.0	%
	May 31,			August 31,
	2023			2022
Net operating loss carryover	$	2,240,401		$	1,455,884
Less:  valuation allowance		(2,240,401	)		(1,455,884	)
Net deferred income taxes	$	-		$	-

The Company files income tax returns for federal purposes and in many states. The Company’s tax filings remain subject to examination by applicable tax authorities for certain length of time, generally three to four years, following the tax year to which these filings related. The 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.

F-17

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 May 31, 2023 and 2022

Revenues

For the three months ended May 31, 2023, and 2022, we had revenues of $910,719 and $1,227,007 respectively. The decrease was due to $704,545 of revenue accrued in the prior year from one client on a 12-month contract that expired in December of 2022, so $0 was represented in the current period. That decrease was offset by an increase in revenue from the Helix subsidiary and revenue generated from our second acquisition (FluidFi) last year that revenue in the current period, but non reflected in the period ending May 31, 2022. Lastly, the quarterly revenue of $910,719 reflects a 3.8% revenue growth compared to the previous quarter ending February 28, 2023.

Operating Expenses

For the three months ended May 31, 2023, and 2022, we had operating expenses of $787,932 and $1,454,510, a decrease of 46%, due to a decrease of $407,557 in salaries and wages, $276,983 in General and Administrative expenses, and $213,702 in advertising and promotion. These decreases were all due to operational efficiencies attained from the acquisitions, cost cutting measures, and a reduction in Company marketing while we focused on building and releasing our new product (PayPlan). This was offset by an increase in professional services of $120,659 due to an increase in attorney and accounting fees.

Net Loss

Our Net income (Loss) for the three months ended May 31, 2023, and 2022, was $(249,300) versus $(426,702) respectively. The decrease is attributable to a decrease in our loss from operations of $41,665, a positive change in the fair value of our derivative liability of $182,071, and revenue generated from an Employee Retention Tax Credit of $313,276.

Assets and Liabilities

Our total current assets decreased to $778,765 from $1,011,896 for the period ended May 31, 2023, compared to August 31, 2022. This majority of the decrease was due to an increase in Accounts Receivables collected.

Total current liabilities increased to $3,011,006 from $2,974,009 during the three-month period ended May 31, 2023, compared to our year end at August 31, 2022. The increase reflects an increase in accounts payable and accrued liabilities to $1,889,583 compared to $1,063,345 on August 31, 2022, but offset by a decrease of $469,697 in deferred revenue.

Total liabilities increased to $7,593,324 for the period ended May 31, 2023, compared to $3,248,034 for the period ended August 31, 2022. The increase is due to a line of credit for $1,523,231, a contingent liability recorded for $2,509,620, and a non-cash derivative liability for $332,854. As mentioned above, the Company believes they will be able to greatly reduce the contingent liability.

Liquidity and Capital Resources

Cash used by operating activities

The Company’s net cash from operating activities was $(1,149,391) for the nine months ended May 31, 2023 compared to $(2,051,582) for the nine months ended May 31, 2022. The increase is due to increases in: depreciation and amortization, change in goodwill, amortization of debt discount, accounts receivable, prepaids and other assets, a contingent liability of $2,509,620, and accounts payable and accrued liabilities. This was partially offset by no stock-based compensation in the period and a decrease in deferred revenue.

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Cash provided by investing activities

Net cash from investing activities was $444,339 for the nine-month period ended May 31, 2023, as compared to net cash of $(710,787) for the same period the previous year ended May 31, 2022. The majority of the increase in net cash from investing activities is due to the fair estimates of the purchase price of the Helix House acquisition related to intangible assets. Additionally, there is $131,328 of loan receivables recognized from the collection of payments from small business loans provided by Business Warrior Funding.

Cash provided by financing activities

Net cash from financing activities decreased to $682,775 as of May 31, 2023, as compared to $1,589,432 for the same period in 2022. The decrease was due to a decrease of proceeds from the issuance of Common Stock, but offset from the proceeds from a line of credit.

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

For the Nine Months Ended May 31, 2023 and 2022

Revenues

For the nine months ended May 31, 2023, and 2022, we had revenues of $3,243,742 and $2,415,644, respectively. The increase was due to the new business model created after combining the businesses of the two entities that we acquired in 2022 (Alchemy and Helix).

Operating Expenses

For the nine months ended May 31, 2023, and 2022, we had operating expenses of $2,942,708 and $4,229,093, a decrease of 30%, due to a decrease in salaries and wages, General and Administrative expenses, and advertising and promotion. These decreases were all due to operational efficiencies attained from the acquisitions and cost cutting measures. This was offset by an increase in professional services of $269,486 due to an increase in attorney and accounting fees.

Net Loss

Our Net loss for the nine months ended May 31, 2023, and 2022, was $(3,735,794) versus $(1,981,325) respectively. The loss increase is attributable to a contingent settlement of $(2,509,620) for a pending liability that would be due in March of 2024. The Company is working on ways to restructure that agreement that will reduce the probability of the liability taking affect and/or an extension on the term. Overall, for the nine-month period ended May 31, 2023, the Company had an $828,098 increase compared to the nine-month period ended May 31, 2022, which is a 34% increase. Additionally, the Company’s loss from operations decreased by $100,844 in the recent nine-month period compared to the same period the previous year, which is a 5% improvement.

Liquidity and Capital Resources

Cash used by operating activities

The Company’s net cash from operating activities was $1,149,391 for the nine months ended May 31, 2023 compared to $(2,051,582) for the nine months ended May 31, 2022. The increase is due to increases in: depreciation and amortization, change in goodwill, amortization of debt discount, accounts receivable, prepaids and other assets, a contingent liability of $2,509,620, and accounts payable and accrued liabilities. This was partially offset by no stock-based compensation in the period and a decrease in deferred revenue.

Cash provided by investing activities

Net cash from investing activities was $444,339 for the nine-month period ended May 31, 2023, as compared to net cash of $(710,787) for the same period the previous year ended May 31, 2022. The majority of the increase in net cash from investing activities is due to the fair estimates of the purchase price of the Helix House acquisition related to intangible assets. Additionally, there is $131,328 of loan receivables recognized from the collection of payments from small business loans provided by Business Warrior Funding.

Cash provided by financing activities

Net cash from financing activities decreased to $682,775 as of May 31, 2023, as compared to $1,589,432 for the same period in 2022. The decrease was due to a decrease of proceeds from the issuance of Common Stock, but offset from the proceeds from a line of credit.

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

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PART II—OTHER INFORMATION

Item 1. Legal Proceedings.

Business Warrior Corporation vs. Timothy Li, CASE #: 8:22-cv-02144-DOC-ADS

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.

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 proceedings.

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 Fincial 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 intends to vigorously defend this matter and if necessary seek indemnification pursuant to the acquisition agreement with Constellation Fintech Holdings.

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

None

Item 3. Defaults Upon Senior Securities.

None

Item 4. Mine Safety Disclosures.

Not applicable

Item 5. Other Information.

None

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Item 6. Exhibits.

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

*	Previously Filed
**	Filed herewith.

+ In accordance with SEC Release 33-8238, Exhibits 32.1 is being furnished and not filed.

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SIGNATURES

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

	BUSINESS WARRIOR CORPORATION
Date: July 14, 2023	By:	/s/ Rhett Doolittle
		Name: Rhett Doolittle
		Title: Chief Executive Officer and Director (Principal Executive Officer) (Principal Financial and Accounting Officer)

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