UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

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

For the quarterly period ended: ~~November~~February 3029, ~~2023~~2024

☐

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)~~

(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~~TradingSymbol(s) Name of each exchange on which registered

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

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

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

Large accelerated filer ☐ Accelerated filer ☐ Non-accelerated filer ☐ ~~Smaller reporting company ☒~~ (Do not check if a smaller reporting company) Smaller reporting company ☒ Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No ☒

Indicate the number of shares outstanding of each of the registrant’s classes of common stock, as of the latest practicable date. As of ~~August~~December 820, 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 ~~November~~February 3029, 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

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

BUSINESS WARRIOR CORPORATION

3CONSOLIDATED ~~Table~~BALANCE ~~of Contents~~SHEETS

BUSINESS WARRIOR CORPORATION
CONSOLIDATED BALANCE SHEETS
	(Unaudited)
	November 30,			August 31,
	February 29,			August 31,
	2023			2023
	2024			2023
Assets
Current assets
Cash and cash equivalents	$	8746,~~292~~308		$	144,171
Accounts receivable, net		~~239~~125,~~358~~262			174,520
Current portion of loans receivable, net		234,~~290~~638			46,260
Investments, at fair value		4059,000			86,000
Prepaids and other current assets		4317,~~901~~260			59,988
Total current assets		~~433~~252,~~841~~468			510,939
Finance right-of-use asset, net		5349,~~647~~489			57,805
Property and equipment, net		4836,~~063~~419			52,170
Intangible assets, net		~~634~~623,~~863~~305			646,550
Goodwill		1,201,804			1,201,804
Total Assets	$	2,~~372~~163,~~218~~485		$	2,469,268
Liabilities and Stockholders' Deficit
Liabilities and Stockholders’ Deficit
Current liabilities
Accounts payable and accrued liabilities	$	2,~~383~~109,~~019~~721		$	1,904,281
Accrued contract liability, net of discount $122,929 and $244,522 as of		2,877,071			2,755,478
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
November 30, 2023 and August 31, 2023, respectively
Accrued dividends payable		-			408,333
Accrued dividends payable		495,833			408,333
Current portion of finance lease liability		13,565			18,487
Current portion of finance lease liability		18,487			18,487
Current portion of notes payable		-			17,588
Current portion of notes payable		3,235			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		~~260~~264,~~496~~823			210,667
Helix House payable		-			950,000
Total current liabilities		65,~~038~~420,~~141~~182			6,264,834
Derivative liability		312,773			325,246
Derivative Liability		2,551,491			325,246
Line of credit, net of discount $449,704 and $540,899 as of November 30, 2023 and of August 31, 2023, respectively		1,653,408			1,629,801
Line of credit, net of discount $0 and $473,311 as of February 29, 2024 and August 31, 2023, respectively					1,629,801
Parallel Line of Credit		156,000			-
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,~~551~~550			37,473
SBA loan, non-current		149,900			149,900
Total Liabilities	$	811,~~642~~760,~~773~~926		$	8,707,254
Commitments and contingencies (Note 15)
Stockholders' Deficit
Stockholders’ Deficit
Preferred stock, par value $0.001, 10,000,000 shares authorized
Series A Preferred stock; 15,500 shares authorized; 15,500 shares issued and outstanding		16			16
Series C Preferred stock, 50,000 shares authorized; 50,000 shares issued and outstanding at November 30, 2023 and August 31, 2023outstanding		50			50
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 November 30, 2023 and August 31, 2023		51,383			46,562
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,~~451~~459,~~198~~813			10,378,519
Accumulated deficit		(17,773,202	)		(16,663,133	)
Treasury Stock, 6,862,634 and 0 shares as of February 29, 2024 and August 31, 2023, respectively		(549,010	)		-
Total stockholders' deficit		(6,270,555	)		(6,237,986	)
Accumulated deficit		(20,559,643	)		(16,663,133	)
Total Liabilities and Stockholders' Deficit	$	2,372,218		$	2,469,268
Total stockholders’ deficit		(9,597,441	)		(6,237,986	)
See notes to unaudited consolidated financial statements
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
(Unaudited)
	For the three months ended
	November 30,
	2023			2022
				(Restated - See Note 3)
Sales	$	1,119,053		$	1,455,742
Cost of sales		827,086			1,031,441
Gross profit		291,967			424,301
Operating expenses:
Advertising and promotion		37,827			66,246
Salaries and wages		451,250			778,307
Professional services		157,910			101,635
General and administrative expenses		129,072			224,668
Loss from operations		(484,092	)		(746,555	)
Other income (expense):
Interest expense		(509,369	)		(187,889	)
Unrealized change in fair value of investments		(46,000	)		-
Change in fair value of derivative liability		12,473			(94,548	)
Other income		4,419			38,750
Net loss before income taxes		(1,022,569	)		(990,242	)
Income taxes		-			-
Net loss		(1,022,569	)		(990,242	)
Preferred stock dividends		(87,500	)		(145,833	)
Net loss attributable to common stockholders	$	(1,110,069	)	$	(1,136,075	)
Basic and diluted loss per share	$	(0.0021	)	$	(0.0022	)
Weighted average shares outstanding - basic and diluted		476,402,593			448,406,527
See notes to unaudited consolidated financial statements.

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
CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' DEFICITFOR 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 Preferred stock Series C		-		-		-			-			-		-		-		-		-			(145,833	)		(145,833	)
Deemed dividend of Series C preferred stock		-		-		-			-			-		-		-		-		-			(145,833	)		(145,833	)
Net loss (restated - see Note 3)		-		-		-			-			-		-		-		-		-			(990,242	)		(990,242	)
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 November 30, 2022		15,500	$	16		2,023		$	2			50,000	$	50		465,618,093	$	46,562	$	10,558,531		$	(12,092,679	)	$	(1,487,515	)
Balance February 28, 2023		15,500	$	16		-		$	-			50,000	$	50		465,618,093	$	46,562	$	10,367,375		$	(14,676,432	)	$	(4,262,429	)

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

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-3 Table of Contents

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

See notes to unaudited consolidated financial statements.

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Table of Contents

BUSINESS WARRIOR CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

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

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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,~~119~~797,~~053~~329 in revenues, a net loss of $13,~~022~~194,~~569~~774 and $4,217,343, respectively. The Company had net cash used in operations of $~~266~~577,~~403~~157 for the six months ended February 29, 2024. Additionally, as of ~~November~~February 3029, ~~2023~~2024, the Company had a working capital deficit, stockholders’ deficit and accumulated deficit of $5,~~604~~167,~~300~~714, $69,~~270~~597,~~555~~441, and $1720,~~773~~559,~~202,~~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.

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The financial results for the ~~three~~six-month period ended ~~November~~February 3029, ~~2023~~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 ~~November~~February 3029, ~~2023~~2024.

Goodwill — The Company’s goodwill balance of $1,201,804 as of ~~November~~February 3029, ~~2023~~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 ~~November~~February 3029, ~~2023~~2024.

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Accounts Receivable and Allowance for Doubtful Accounts — Accounts receivable are carried at the original invoiced amount less an allowance for doubtful accounts based on the probability of future collection. The probability of future collection is based on specific considerations of historical loss patterns and an assessment of the continuation of such patterns based on past collection trends and known or anticipated future economic events that may impact collectability. The probability of future collection is also assessed by geography. Accounts receivable was evaluated as of ~~November~~February 3029, ~~2023~~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 ~~November~~February 3029, ~~2023~~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.

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Identify performance obligations that are distinct

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

Determine the transaction price

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

Allocate the transaction price to the distinct performance obligations

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

Recognize revenue as the performance obligations are satisfied

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

Net Income (Loss) Per Common Share — The Company computes income per common share, in accordance with ASC Topic 260, Earnings Per Share, which requires dual presentation of basic and diluted earnings per share. Basic income or loss per common share is computed by dividing net income or loss by the weighted average number of common shares outstanding during the period. Diluted income or loss per common share is computed by dividing net income or loss by the weighted average number of common shares outstanding, plus the issuance of common shares, if dilutive, that could result from the exercise of outstanding stock options and warrants. No potential dilutive common shares are included in the computation of any diluted per share amount when a loss is reported. There are currently 513,824,407 shares of common stock outstanding as of ~~November~~February 3029, ~~2023~~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 $3778,~~827~~570 and $66116,~~246~~397 in advertising expenses for the three months and six months ended ~~November~~February 3029, ~~2023~~2024. [LH1] The Company has $26,008 and ~~2022~~$92,254 ~~respectively~~in advertising expenses for the three and six months ended February 28, 2023.

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

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

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

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

4. ~~RESTATEMENT~~SEGMENT ~~OF UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS~~DISCLOSURES

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

The effects of the restatement are as follows:

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

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5. SEGMENT DISCLOSURES

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

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

As of ~~November~~February 3029, ~~2023~~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 ~~EBITDA~~Net loss of the Company’s reportable segments for the ~~three~~six months ended ~~November~~February 3029, ~~2023~~2024 and ~~2022~~February 28, 2023 was as follows:

	Net Sales
	November 30, 2023			November 30, 2022
	February 29, 2024			February 28, 2023
Helix House	$	~~633~~971,~~299~~545		$	~~549~~1,~~699~~078,097
Other		~~485~~825,~~754~~784			~~906~~1,~~043~~254,926
Total	$	1,~~119~~797,~~053~~329		$	12,~~455~~333,~~742~~023
	Net Loss
	Net (Loss)/Income
	November 30, 2023			November 30, 2022
	February 29, 2024			February 28, 2023
Helix House	$	(760,~~873~~797	)	$	8272,~~718~~958
Other		(14,~~014~~156,~~696~~546	)		(13,~~072~~559,~~959~~452	)
Total	$	(14,~~022~~217,~~569~~343	)	$	(~~990~~3,~~242~~486,494	)

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

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

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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 ~~November~~February 3029, ~~2023~~2024 and August 31, 2023 were as follows:

	November 30, 2023		August 31, 2023
	February 29, 2024		August 31, 2023
Helix House	$	~~225~~66,~~811~~906	$	223,493
Other		2,~~146~~096,~~407~~580		2,245,775
Total assets	$	2,~~372~~163,~~218~~486	$	2,469,268

65. LOANS RECEIVABLE

During the year ended August 31, 2023, the Company launched its new small business lending solution called Business Warrior Funding. The new lending solution leverages the Company’s expertise and strategic partnerships to help entrepreneurs grow their business and offset the difficulty often associated with traditional bank lending. Loans to customers range from $5,000 to $125,000, with interest rates ranging from 16.99% to 23.0%. As of ~~November~~February 3029, ~~2023~~2024, the Company had a loans receivable balance of $234,~~290~~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 ~~November~~February 3029, ~~2023~~2024 and August 31, 2023.

7. PROPERTY AND EQUIPMENT

Property and equipment consist of the following:

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

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

8. INTANGIBLE ASSETS

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

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

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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	$	3523,~~317~~759
2025		46,875
2026		46,875
2027		46,875
2028		47,003
Thereafter		71,918
	$	~~294~~283,~~863~~305

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

Finance leases

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

Finance right of use assets are summarized below:

	November 30,2023			August 31,2023
	February 29, 2024			August 31, 2023
Finance Lease	$	94,237		$	94,237
Finance lease	$	94,237		$	94,237
Less accumulated depreciation		(4044,~~590~~748	)		(36,432	)
Finance lease, net	$	5349,~~647~~489		$	57,805

~~Depreciation~~F-12 ~~expense~~Table ~~was~~of ~~$4,158 for the three months ended November 30, 2023 and 2022.~~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:

	November 30, 2023			August 31, 2023
	February 29, 2024			August 31, 2023
Finance lease liability	$	5146,~~038~~115		$	55,960
Less: current portion		(1813,~~487~~565	)		(18,487	)
Long term portion	$	32,~~551~~550		$	37,473

Maturity of lease liabilities are as follows:

	November 30, 2023
	February 29,2024
Year ending August 31, 2024		2116,~~340~~418
Year ending August 31, 2025		21,340
Year ending August 31, 2026		19,~~562~~561
Total future minimum lease payments		6257,~~242~~319
Less imputed interest		(11,204	)
PV of payments	$	5146,~~038~~115

~~F-12~~9. ~~Table~~NOTES ~~of Contents~~PAYABLE

10As of August 31, 2022, the Company entered into a note payable due to Elev8 Advisors for $75,000. This ~~NOTES~~note ~~PAYABLE~~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.

AsThe ~~of August 31, 2022, the~~ Company ~~entered~~made ~~into~~payments ~~a note payable due to Elev8 Advisors for $75,000. This note bears interest~~ of $17~~.97% and matures in February 2024. As of November 30~~,588 ~~2023~~to ~~and~~bring ~~August 31, 2023,~~ the ~~outstanding~~note payable balance ~~due~~to ~~was~~ $~~3,235~~0 ~~and~~for ~~$17,588,~~the ~~respectively.~~six ~~This~~months ~~note~~ended ~~was~~February ~~paid off on December 28~~29, ~~2023 – no interest or penalties were assessed by Elev8 Advisors~~2024.

~~The~~10. ~~Company~~LINE ~~made~~OF ~~payments of $14,353 to bring the note payable balance to $60,647 for the three months ended November 30, 2022.~~CREDIT

11The 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. ~~LINE~~The OFLOC ~~CREDIT~~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.

~~The~~F-13 ~~revolving~~Table ~~line~~ of credit (“LOC”) consists of notes in the principal amount of $901,176 that was paid in cash and the conversion of 12,017 of Preferred B stock into debt with a principal amount of $1,201,602. The LOC has a maximum draw amount of $5,000,000. Advances on the LOC bear interest, on the outstanding principal balance at a rate equal to ten (10%) per annum. The LOC has a maturity date of September 30, 2024. As of November 30, 2023 and August 31, 2023, the Company’s principal balance is $2,103,112, and $0 with a debt discount of $449,704 and $540,899, respectively. 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

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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 ~~November~~February 3029, ~~2023~~2024 and August 31, 2023 and the amounts that were reflected in income related to derivatives for the period ended:

	November 30, 2023
	February 29, 2024
The financings giving rise to derivative financial instruments	Indexed		Fair
	Indexed		Fair
	Shares		Values
The financings giving rise to derivative financial instruments	Shares		Values
Warrant Derivatives		84,360,841	$	~~312~~259,~~773~~135
Redemption Feature Derivatives		62828,~~654~~554,~~324~~824		~~177~~2,~~000~~292,356
Total		~~147~~912,~~015~~915,~~165~~665	$	~~489~~2,~~773~~551,491

F-13 Table of Contents

	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

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

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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 ~~November~~February 3028, ~~2023 and 2022~~2024:

	For the Three Months Ended
	November 30,
	February 29, 2024				February 28, 2023
	2023			2022
Change in fair value of derivative liability	$	32,910		$	291,214
Change in fair value of derivative liability	$	(30,621	)	$	(94,548	)
Loss on issuance of derivative		(47,473	)		-
Loss on issuance of derivative		25,166			-
Total	$	(14,563	)	$	291,214
Total	$	(5,455	)	$	(94,548	)
	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.~~0040~~0034
Effective contractual conversion rates	$ 0.0125	$ 0.0125
Contractual term to maturity	5 years	3.8459 years
Market volatility:
Volatility	231.20% - 233.87%	~~202~~200.3476% - ~~211~~202.2496%
Risk-adjusted interest rate	3.84% - 4.18%	4.4846%

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	~~Quarter Ended~~
Quoted market price on valuation date	$0.0033 - $0.00419	$ 0.0034	~~$0.0040~~
Effective contractual conversion rates	$0.0033 - $0.006	$0.0033 - $0.006	~~$0.0033 - $0.006~~
Contractual term to maturity	1.44 years	1.09 years	~~1.34 years~~
Market volatility:
Volatility	166.86% - 212.70%	218.22% - 267.95%	~~187.96% - 219.36%~~
Risk-adjusted interest rate	5.02% - 5.42%	4.64% - 5.30%	~~4.73% - 5.16%~~

~~F-14~~The ~~Table~~following table reflects the issuances of ~~Contents~~embedded derivatives and changes in fair value inputs and assumptions related to the embedded derivatives as of February 29, 2024.

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

	Period Ended			Period Ended
	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

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

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 $~~260~~264,~~496~~823 and $210,667 as of ~~November~~February 3029, ~~2023~~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.

InAs ~~March 2022, the Company closed the acquisition~~ of ~~100%~~August ~~of the equity interests of Helix House~~31, ~~LLC~~2023, athe ~~marketing~~Company ~~agency~~has ~~based~~recognized ina ~~Scottsdale,~~contingent ~~Arizona,~~liability ~~for~~related anto ~~initial~~a ~~closing~~contractual ~~purchase~~agreement ~~price~~with ofa ~~$2,250,000~~customer. ~~The~~Under ~~closing~~the ~~purchase~~terms ~~price included $1,200,000 in cash and 18,004,115 shares~~ of ~~restricted~~this ~~common stock valued at $1~~agreement,~~050,000~~ atBusiness ~~the~~Warrior ~~acquisition~~Corporation ~~date. There~~ is ~~additional~~obliged ~~earn-out~~to ~~potential~~ensure ~~based~~that oncustomer’s ~~future~~ revenue ~~growth~~share ofpercentage ~~Helix~~yields ~~House,~~payments ~~LLC.~~totaling ~~The earn-out potential is up to~~ a ~~total~~minimum of $~~600~~3,000 ~~in cash and $1~~,~~900,~~000 inby ~~stock~~December 31, ~~which~~2023 ~~is valued at~~ (the ~~average~~“Penalty ofDate”). Should the ~~closing~~payments ~~prices~~accrued ofto the ~~Company’s~~customer ~~Common~~by ~~Stock for~~ the 20Penalty ~~trading~~Date ~~days~~fall ~~following~~short ~~the achievement~~ of ~~the~~this ~~revenue~~threshold, ~~milestones.~~Business ~~Based~~Warrior onFunding ~~year~~is committed to ~~date~~remitting ~~activity~~a ~~with~~penalty equivalent to the ~~Helix~~shortfall. ~~House~~The ~~acquisition,~~deadline ~~Management~~for ~~has~~this ~~estimated~~penalty ~~the~~payment, ~~potential~~if ~~earnout~~applicable, ~~liability~~was toset befor atMarch ~~50%~~1, 2024.

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

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

16.

LEGAL PROCEEDINGS

On November 28, 2022, the Company filed a complaint in United States District Court for the Central District of California, against Timothy Li, alleging breach of fiduciary duty, fraudulent concealment, civil theft under California Penal Code §§484 and 496, breach of duty of loyalty, and unfair competition in violation of CA Bus, & Prof. Code §§17200 et seq., in connection with the acquisition of FluidFi Inc. d/b/a Alchemy and the transfer by Timothy Li of $200,000 from accounts of FluidFi to Timothy Li after the closing of acquisition. 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-1517 Table of Contents

17.

WARRANTS

As of ~~November~~February 3029, ~~2023~~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~~	84,374,212	$	0.0125	5.00 Years
Issued		-
Exercised		-
Expired		-
Warrants Outstanding – November 30, 2023	84,374,212		$	.0125	5.00 Years
Warrants Outstanding – February 29, 2024		84,374,212	$	0.0125	5.00 Years
Outstanding Exercisable – November 30, 2023		84,374,212	$	.0125	5.00 Years
Outstanding Exercisable – February 29, 2024		84,374,212	$	0.0125	5.00 Years

18. ~~EQUITY~~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 ~~November~~February 3029, ~~2023~~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 ~~November~~February 3029, ~~2023~~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 ~~November~~February 3029, ~~2023~~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.

F-16 Table of Contents

19. REVENUE

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

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

20.

CONCENTRATIONS

For the three months ended ~~November~~February 3029, 2024 and February 28 2023, the Company had three customers representing 19% and ~~2022~~two customers representing 11%, respectively. For the six months ended February 29, 2024 and February 28, 2023, the Company had ~~four~~two customers representing 4520% of total revenue and 32three customers representing 34%% of total revenue, respectively. For the ~~three~~six months ended ~~November~~February 3029, ~~2023~~2024, the Company had ~~two~~one ~~customers~~customer representing 3834% 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 ~~November~~February ~~30:~~29, 2024 and February 28, 2023, respectively.

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

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

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

F-17 Table of Contents

22.

SUBSEQUENT EVENTS

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

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

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

~~F-18~~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 ~~November~~February 3029, ~~2023~~2024 and ~~2022~~February 28, 2023

Revenues

For the three months ended ~~November~~February 3029, ~~2023~~2024, and ~~2022~~February 28, 2023 the Company had revenues of $1678,~~119,053~~276 and $1877,~~455~~281,~~742,~~ respectively. The decrease is ~~attributable~~a toresult ~~the expiration~~ of a ~~client~~loss ~~agreement~~of ~~started~~clients in ~~November~~the ofFluidFi ~~2021~~subsidiary ~~that~~due ~~was~~the ~~accrued~~previous ~~over~~ownership ~~twelve~~groups ~~months~~commitments ~~ending~~to ~~October~~clients ofthat ~~2022,~~were ~~which~~impossible ~~represented~~to ~~$469~~achieve,~~697~~ ofcoupled ~~revenue~~with inan ~~the~~overall ~~previous~~objective ~~period~~of ~~ended~~the ~~November~~Company ~~30,~~to ~~2022.~~only ~~The~~keep ~~revenue~~clients insoftware ~~the~~projects ~~current~~that ~~quarter~~could ~~did~~be ~~increase~~served ~~6.2%~~at asa ~~compared~~profit toor ~~the~~a ~~previous~~return ~~quarter~~on ~~ended~~investment ~~August~~in ~~31,~~a ~~2023,~~reasonable ~~which~~amount ~~the majority~~ of ~~that~~time. ~~increase~~The isdecrease ~~due~~in tocost of sales infor the ~~Company’s~~three ~~PayPlan~~months ~~product~~ended ~~line.~~February ~~Cost~~29, of2024 ~~sales~~ was $~~827~~506,~~086~~916, ~~down~~compared ~~from~~to $1609,~~031,441~~208 infor the ~~previous~~three ~~year~~months ended February 28, 2023, which is in ~~proportion~~relation to the decrease in revenue.

Operating Expenses

Operating expenses for the three~~-month~~ months period ending on ~~November~~February 3029, ~~2023~~2024 were $~~776~~749,~~059,~~283 down from $1983,~~170,856~~920 infor the ~~prior~~three ~~year~~months ended February 28, 2023. This reduction was due to lower ~~advertising~~salaries and ~~promotion expenses~~wages, which decreased from $66611,~~246~~600 to $37407,~~827~~489. ~~Salaries~~Professional ~~and~~services ~~wages~~ also saw a notable reduction from $~~778~~139,~~307~~970 to $~~451~~114,~~250~~794, and general and administrative expenses decreased from $~~224~~206,~~668~~342 to $~~129~~148,~~072~~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 ~~November~~February 3029, ~~2023~~2024 of $~~262~~137,~~463~~789 compared to the period ended ~~November~~February 3028, ~~2022~~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 ~~November~~February 3029, ~~2023~~2024 and ~~2022~~February 28, 2023 we had Net (Loss) of $(13,~~022~~194,~~569~~774) and $(~~990~~2,~~242~~496,253) respectively. The majority of the increased net loss was ~~influenced~~attributable byan ~~higher~~increase in interest ~~expenses~~expense from $95,327 ~~which~~in ~~rose~~the previous year compared to $~~509~~465,~~369~~554 ~~from~~in ~~$187~~the current period,~~889,~~ ~~due~~which is attributable to ~~increased~~the ~~borrowings~~Company torenegotiating ~~support~~terms ~~business~~on ~~operations~~some institutional debt, ~~and~~so ~~offset~~no bymonthly apayments ~~reduction~~would inbe ~~operating~~due ~~expenses~~until December of 2025.

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 ~~November~~February 3029, ~~2023~~2024, total assets were $2,~~372~~163,~~218~~485, down from $2,469,268 as of August 31, 2023. The decrease in assets was ~~primarily~~ due to a reduction in cash and cash equivalents, which declined to $8746,~~292~~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 ~~increased~~decreased as well to $~~239~~125,~~358~~262 from $174,520, reflecting ~~extended~~that ~~credit~~we ~~terms~~were able to ~~customers~~collect from our clients more quickly.

Total current liabilities as of ~~November~~February 3029, ~~2023~~2024, decreased to $65,~~038~~420,~~141~~182 from $6,264,834 as of August 31, 2023. The majority of the decrease is attributable to athe payable ~~associate~~associated with the acquisition of Helix House of $950,000, which was converted to equity. The ~~decrease was offset by an increase of $478,738 in accounts payable and accrued liabilities. The~~ contingent liability is $2,~~877~~916,~~071~~860 as of ~~November~~February 3029, ~~2023~~2024.

Total liabilities were $811,~~642~~760,~~773~~926 as of ~~November~~February 3029, ~~2023~~2024, ~~slightly~~which ~~down~~was an increase from $8,707,254 as of August 31, 2023. This ~~decrease~~increase was mainly due to athe ~~reduction~~issuance inof ~~accounts~~convertible notes payable ~~and~~with ~~accrued~~a ~~liabilities~~carrying value of $3,422,016. The Company continues to manage its liabilities carefully to maintain financial stability.

Liquidity and Capital Resources

Cash used by operating activities

The Company’s net cash from operating activities was $(~~266~~577,~~403~~157) for the ~~three~~six months ended ~~November~~February 3029, ~~2023~~2024 compared to $(1777,~~038,397~~892) for the ~~three~~six months ended ~~November~~February 3028, ~~2022~~2023. ~~The~~This ~~change~~reduction ~~is a result of decreases~~ in ~~depreciation~~cash ~~and~~outflow ~~amortization,~~is ~~changes~~primarily inattributed ~~fair~~to ~~value of~~ the ~~derivative~~following ~~liability~~significant and decreases in deferred revenue. These amounts were offset by an increase the amortization of debt discount, unrealized change in fair value investments, increases in accounts payable and accrued liabilities and stock-based compensation.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 22$41,~~970~~622 for the ~~three~~six-month period ended ~~November~~February 3029, ~~2023~~2024, as compared to net cash of $6796,~~330~~584 for the same period the previous year ended ~~November~~February 3028, ~~2022~~2023. ~~The~~This ~~majority~~decrease ofprimarily ~~the~~resulted ~~decrease~~from inpayments ~~net~~on ~~cash~~loans receivable totaled $41,622, a decline from ~~investing~~$98,436 ~~activities~~in isthe prior period. This reduction was due to ~~the~~lower ~~small~~collections ~~business~~from ~~loans~~loan ~~being~~repayments ~~fully~~during ~~collected~~the ~~that~~period ~~were~~because ~~provided~~the bycompany ~~Business~~shut ~~Warrior~~the ~~Funding~~program down and nostopped offering new loans, ~~being~~so ~~issued~~there was less money to collect.

Cash provided by financing activities

Net cash from financing activities ~~decreased~~amounted to $~~186~~437,~~553~~672 asfor ofthe ~~November~~six 30months ended February 29, ~~2023~~2024, as compared to $~~763~~756,~~897~~656 ~~for~~in the same period inof ~~2022~~2023. The ~~decrease~~key ~~was~~changes ~~due~~in tofinancing acash ~~decrease~~flows ~~of proceeds from the issuance of Common Stock, but offset from the proceeds from a line of credit.~~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 ~~three~~six months ended February 29, 2024, the Company had $1,~~119~~797,~~053~~329 in revenues, a net loss of $14,~~022~~217,~~568~~343 and had net cash used in operations of $~~266~~577,~~402~~157. Additionally, as of ~~November~~February 3029, ~~2023~~2024, the Company had a working capital deficit, stockholders’ deficit and accumulated deficit of $5,~~604~~167,~~299~~714, $69,~~279~~597,~~553~~441, and $1720,~~773~~559,~~200~~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.

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.

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

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

Item 4. Mine Safety Disclosures.

Not applicable

Item 5. Other Information.

None

Item 6. Exhibits.

ExhibitNumber	Description	~~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)	~~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)	~~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)	~~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)	~~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)	~~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)	~~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)	~~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)	~~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)	~~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)	~~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)	~~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)	~~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)	~~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	~~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.	~~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	~~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.	Certification of the Principal Executive Officer and Principal Financial Officer of the Registrant pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS		XBRL Instance Document
101.INSXBRL	Instance Document
101.SCH		XBRL Taxonomy Extension Schema Document
101.SCHXBRL	Taxonomy Extension Schema Document
101.CAL		XBRL Taxonomy Extension Calculation Linkbase Document
101.CALXBRL	Taxonomy Extension Calculation Linkbase Document
101.LAB		XBRL Taxonomy Extension Label Linkbase Document
101.LABXBRL	Taxonomy Extension Label Linkbase Document
101.PRE		XBRL Taxonomy Extension Presentation Linkbase Document
101.PREXBRL	Taxonomy Extension Presentation Linkbase Document
101. DEF		XBRL Taxonomy Extension Definition 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.

7* Previously Filed ** Filed herewith.

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

SIGNATURES

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

	BUSINESS WARRIOR CORPORATION
Date: August 30, 2024	By:	/s/ Rhett Doolittle
Date: December 20, 2024	By:	/s/ Rhett Doolittle
	Name:	Rhett Doolittle
		Name: Rhett Doolittle
	Title:	Chief Executive Officer and Director(Principal Executive Officer) (Principal Financial and Accounting Officer)
		Title: Chief Executive Officer and Director(Principal Executive Officer) (Principal Financial and Accounting Officer)

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