UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

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

For the quarterly period ended: ~~February~~May 2931, 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
(State or other jurisdiction of		(I.R.S. Employer
incorporation or organization		Identification No.)
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 ~~TradingSymbol~~Trading Symbol(s) Name of each exchange on which registered

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

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

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

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

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

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

Indicate the number of shares outstanding of each of the registrant’s classes of common stock, as of the latest practicable date. As of ~~December~~April 2030, ~~2024~~2025, there were 506,961,773 shares of the registrant’s common stock issued and outstanding.

Documents Incorporated by Reference: None

~~Business~~BUSINESS ~~Warrior~~WARRIOR ~~Corporation~~CORPORATION

Consolidated Financial Statements as of and for the three months and six months ended February 29, 2024, and February 28, 2023 (Unaudited) Business Warrior Corporation

TABLE OF CONTENTS

		Page
Consolidated Balance Sheets as of February 29, 2024 (unaudited) and August 31, 2023		F-1
PART I – Financial Information
Consolidated Statements of Operations for the three months and six months ended February 29, 2024 and February 28, 2023 (unaudited)		F-2
Item 1. – Financial Statements		F-1
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 Balance Sheet as of May 31, 2024 (unaudited) and August 31, 2023		F-1
Consolidated Statements of Cash Flows for the six months ended February 29, 2024, and February 28, 2023 (unaudited)		F-5
Consolidated Statements of Operations for the three months and nine months ended May 31, 2024 and 2023 (unaudited)		F-2
Notes to the Consolidated Financial Statements (unaudited)		F-6
Consolidated Statements of Changes in Stockholders’ Equity/(Deficit) for the three months and nine months ended May 31, 2024 and 2023 (unaudited)		F-3
Consolidated Statements of Cash Flows for the nine months ended May 31, 2024 and 2023 (unaudited)		F-4
Notes to the Consolidated Financial Statements(unaudited)		F-5
Item 2. – Management’s Discussion and Analysis of Financial Condition and Results of Operations		3
Item 3. – Quantitative and Qualitative Disclosures About Market Risk		5
Item 4. – Controls and Procedures		5
PART 2 – Other Information
Item 1. – Legal Proceedings		6
Item 1A. – Risk Factors		6
Item 2. – Unregistered Sales of Equity Securities and Use of Proceeds		6
Item 3. – Defaults on Senior Securities		6
Item 4. – Mine Safety Disclosures		6
Item 5. – Other Information.		6
Item 6. – Exhibits		7
Signatures		8

~~BUSINESS~~Item ~~WARRIOR~~1. ~~CORPORATION~~– Financial Statements

CONSOLIDATED BALANCE SHEETS

BUSINESS WARRIOR CORPORATION
CONSOLIDATED BALANCE SHEETS

	*(Unaudited)*
	May 31,			August 31,
	2024			2023

Assets
Current assets
Cash and cash equivalents	$	84,314		$	144,171
Accounts receivable, net		82,419			174,520
Current portion of loans receivable, net		-			46,260
Investments, at fair value		22,000			86,000
Prepaids and other current assets		23,858			59,988
Total current assets		212,591			510,939

Finance right-of-use asset, net		45,331			57,805
Property and equipment, net		30,448			52,170
Intangible assets, net		611,361			646,550
Goodwill		1,201,804			1,201,804
Total assets	$	2,101,535		$	2,469,268

Liabilities and Stockholders' Deficit
Current liabilities
Accounts payable and accrued liabilities		2,457,952			1,904,281
Accrued contract liability, net of discount $0 and $244,522 as of May 31, 2024 and August 31, 2023, respectively		3,000,000			2,755,478
Accrued dividends payable		-			408,333
Current portion of finance lease liability		8,642			18,487
Current portion of notes payable		-			17,588
Convertible notes payable, current, net of discount of $65,440 and $0 as of May 31, 2024 and August 31, 2023, respectively		164,560			-
Due to related party		303,849			210,667
Helix house payable		-			950,000
Total current liabilities		5,935,003			6,264,834

Derivative liability		3,464,357			325,246
Line of credit, net of discount $0 and $473,311 as of May 31, 2024 and of August 31, 2023, respectively		-			1,629,801
Convertible notes payable, current, net of discount of $397,978 and $0 as of May 31, 2024 and August 31, 2023, respectively		3,371,540
Notes payable		75,000			-
Helix house earnout payable, non-current		300,000			300,000
Finance lease liability, long term		32,550			37,473
SBA loan, non-current		148,438			149,900
Total liabilities	$	13,326,888		$	8,707,254

Commitments and contingencies (Note 15)

Stockholders' Deficit
Preferred stock, par value $0.001, 10,000,000 shares authorized
Series A Preferred stock; 15,500 shares authorized; 15,500 shares issued and outstanding		16			16
Series C Preferred stock, 50,000 shares authorized; 0 and 50,000 shares issued and outstanding at May 31, 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 506,961,774 and 465,618,093 outstanding as of May 31, 2024 and August 31, 2023, respectively		51,383			46,562
Additional paid in capital		11,451,198			10,378,519
Treasury stock, 6,862,633 and 0 outstanding		(540,395	)		-
Accumulated deficit		(22,187,555	)		(16,663,133	)
Total stockholders' deficit		(11,225,353	)		(6,237,986	)
Total Liabilities and Stockholders' Deficit	$	2,101,535		$	2,469,268

	(Unaudited)
	February 29,			August 31,
	2024			2023
Assets
Current assets
Cash and cash equivalents	$	46,308		$	144,171
Accounts receivable, net		125,262			174,520
Current portion of loans receivable, net		4,638			46,260
Investments, at fair value		59,000			86,000
Prepaids and other current assets		17,260			59,988
Total current assets		252,468			510,939
Finance right-of-use asset, net		49,489			57,805
Property and equipment, net		36,419			52,170
Intangible assets, net		623,305			646,550
Goodwill		1,201,804			1,201,804
Total Assets	$	2,163,485		$	2,469,268
Liabilities and Stockholders’ Deficit
Current liabilities
Accounts payable and accrued liabilities		2,109,721			1,904,281
Accrued contract liability, net of discount $83,140 and $244,522 as of February 29, 2024 and August 31, 2023, respectively		2,916,860			2,755,478
Accrued dividends payable		-			408,333
Current portion of finance lease liability		13,565			18,487
Current portion of notes payable		-			17,588
Convertible notes payable, current, net of discount of $114,787 and $0 as of February 29, 2024 and August 31, 2023, respectively		115,213
Due to related party		264,823			210,667
Helix House payable		-			950,000
Total current liabilities		5,420,182			6,264,834
Derivative Liability		2,551,491			325,246
Line of credit, net of discount $0 and $473,311 as of February 29, 2024 and August 31, 2023, respectively					1,629,801
Convertible notes payable, current, net of discount of $331,135 and $0 as of February 29, 2024 and August 31, 2023, respectively		3,306,803			-
Helix House earnout payable, non-current		300,000			300,000
Finance lease liability, long term		32,550			37,473
SBA loan, non-current		149,900			149,900
Total Liabilities	$	11,760,926		$	8,707,254
Commitments and contingencies (Note 15)
Stockholders’ Deficit
Preferred stock, par value $0.001, 10,000,000 shares authorized
Series A Preferred stock; 15,500 shares authorized; 15,500 shares issued and outstanding		16			16
Series C Preferred stock, 50,000 shares authorized; 0 and 50,000 shares issued and outstanding at February 29, 2024 and August 31, 2023, respectively		-			50
Common stock, $0.0001 par value; 850,000,000 shares authorized; 513,824,407 and 465,618,093 shares issued and outstanding as of February 29, 2024 and August 31, 2023, respectively		51,383			46,562
Additional paid in capital		11,459,813			10,378,519
Treasury Stock, 6,862,634 and 0 shares as of February 29, 2024 and August 31, 2023, respectively		(549,010	)		-
Accumulated deficit		(20,559,643	)		(16,663,133	)
Total stockholders’ deficit		(9,597,441	)		(6,237,986	)
Total Liabilities and Stockholders’ Deficit	$	2,163,485		$	2,469,268

See notes to unaudited consolidated financial statements

~~See~~F-1 ~~notes~~Table toof ~~unaudited consolidated financial statements.~~Contents

~~F-1~~BUSINESS ~~Table~~WARRIOR ofCORPORATION ~~Contents~~CONSOLIDATED STATEMENT OF OPERATIONS (Unaudited)

BUSINESS WARRIOR CORPORATION

	For the three months ended						For the nine months ended
	May 31,			May 31,			May 31,			May 31,
	2024			2023			2024			2023

Sales	$	555,129		$	910,719		$	2,352,458		$	3,243,742

Cost of sales		403,601			647,563			1,780,583			2,288,212

Gross profit		151,528			263,156			571,875			955,530

Operating expenses:
Advertising and promotion		2,482			21,419			75,899			113,673
Salaries and wages		337,531			344,055			1,196,270			1,733,962
Professional services		218,066			193,661			490,770			435,266
General and administrative expenses		136,915			228,797			414,418			659,807
Total operating expenses		694,994			787,932			2,177,357			2,942,708

Loss from operations		(543,466	)		(524,776	)		(1,605,482	)		(1,987,178	)

Other income (expense):
Interest expense, net		(252,719	)		(100,204	)		(1,227,642	)		(383,420	)
Unrealized change in fair value of investments		(37,000	)		-			(64,000	)		-
Contingent settlement costs		-			-			-			(2,509,620	)
Goodwill impairment		-			(98,258	)		-			(98,258	)
Change in fair value of derivative liability		(799,965	)		182,071			(802,055	)		378,737
Loss on exchange of debt		-			-			(2,172,212	)		-
Employee retention credit		-			313,276			-			629,909
Other income (expense)		5,238			(21,409	)		26,136			234,036
Total other income (expense)		(1,084,446	)		275,476			(4,239,773	)		(1,748,616	)

Loss before income taxes		(1,627,912	)		(249,300	)		(5,845,255	)		(3,735,794	)
Provision for income taxes		-			-			-			-
Net loss	$	(1,627,912	)	$	(249,300	)		(5,845,255	)	$	(3,735,794	)

Preferred stock dividends	$	-			(87,500	)		-			(320,833	)

Net loss attributable to common stockholders		(1,627,912	)		(336,800	)		(5,845,255	)		(4,056,627	)

Basic and diluted loss per share	$	0.0000		$	(0.0005	)		(0.0100	)	$	(0.0080	)

Weighted average shares outstanding - basic and diluted		513,824,407			465,618,093			512,145,009			465,618,093

~~CONSOLIDATED~~See ~~STATEMENTS~~notes OFto ~~OPERATIONS~~unaudited consolidated financial statements

	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

F-2

Table of Contents

~~See~~BUSINESS ~~notes~~WARRIOR toCORPORATION ~~unaudited~~CONSOLIDATED ~~consolidated~~STATEMENT ~~financial~~OF ~~statements.~~CHANGES IN STOCKHOLDERS’ DEFICIT

~~F-2 Table of Contents~~(Unaudited)

BUSINESS WARRIOR CORPORATION
	Series APreferred Stock				Series CPreferred Stock						Common Stock				Additional Paid in		Accumulated			Treasury
CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' DEFICITFOR THE THREE AND SIX MONTHS ENDED FEBRUARY 28, 2023
	Shares		Amount		Shares			Amount			Shares		Amount		Capital		Deficit			Stock			Total
(Unaudited)
Balance August 31, 2023		15,500	$	16		50,000		$	50			465,618,093	$	46,562	$	10,378,519	$	(16,663,133	)	$	-		$	(6,237,986	)
	Series A Preferred Stock				Series B Preferred Stock						Series C Preferred Stock				Common Stock					Additional Paid in			Accumulated
Issuance of common stock for services		-		-		-			-			10,000,000		1,000		39,000		-			-			40,000
	Shares		Amount		Shares			Amount			Shares		Amount		Shares		Amount			Capital			Deficit			Total
Conversion of debt to common stock		-		-		-			-			38,206,314		3,821		946,179		-			-			950,000
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
Deemed dividend of Preferred stock Series C		-		-		-			-			-		-		87,500		(87,500	)		-			-
Conversion of preferred stock to debt		-		-		(9,994	)		(10	)		-		-		-		-			(981,033	)		-			(981,043	)
Net loss		-		-		-			-			-		-		-		(1,022,569	)		-			(1,022,569	)
Deemed dividend of Series C preferred stock		-		-		-			-			-		-		-		-			-			(145,833	)		(145,833	)
Balance November 30, 2023		15,500		16		50,000			50			513,824,407		51,383		11,451,198		(17,773,202	)		-			(6,270,555	)
Net loss (restated - See Note 3)		-		-		-			-			-		-		-		-			-			(990,242	)		(990,242	)
Repurchase of treasury stock		-		-		-			-			-		-				-			(549,010	)		(549,010	)
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	)
Sale of stock		-		-		-			-			-		-		-		-			8,615			8,615
Issuance of common stock for services		-		-		-			-				$	-		-		-			-			-			-
Cancellation of preferred stock		-		-		(50,000	)		(50	)		-		-		-		-			-			(50	)
Conversion of preferred stock to debt		-		-		(2,023	)		(2	)		-		-		-		-			(191,156	)		-			(191,158	)
Cancellation of deemed dividends of Preferred stock Series C		-		-		-			-			-		-		-		408,333			-			408,333
Deemed dividend of Preferred stock Series C		-		-		-			-			-		-		-		-			-			(87,500	)		(87,500	)
Net loss		-		-		-			-			-		-		-		(3,194,774	)		-			(3,194,774	)
Net loss		-		-		-			-			-		-		-		-			-			(2,496,253	)		(2,496,253	)
Balance February 29, 2024		15,500		16		-			-			513,824,407		51,383		11,451,198		(20,559,643	)		(540,395	)		(9,597,441	)
																											-
Net loss		-		-		-			-			-		-		-		(1,627,912	)		-			(1,627,912	)
Balance February 28, 2023		15,500	$	16		-		$	-			50,000	$	50		465,618,093	$	46,562		$	10,367,375		$	(14,676,432	)	$	(4,262,429	)
Balance May 31, 2024		15,500	$	16		-		$	-			513,824,407	$	51,383	$	11,451,198	$	(22,187,555	)	$	(540,395	)	$	(11,225,353	)

~~F-3~~See notes to unaudited consolidated financial statements

~~BUSINESS~~F-3 ~~WARRIOR~~Table ~~CORPORATION~~of ~~CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' DEFICIT FOR THE THREE AND SIX MONTHS ENDED FEBRUARY 29 2024 (Unaudited)~~Contents

	Series A Preferred Stock						Series B Preferred Stock				Series C Preferred Stock						Common Stock				Additional Paid in		Accumulated			Treasury
BUSINESS WARRIOR CORPORATION
	Shares			Amount			Shares		Amount		Shares			Amount			Shares		Amount		Capital		Deficit			Stock			Total
CONSOLIDATED STATEMENT OF CASH FLOWS
Balance August 31, 2023		15,500		$	16			-	$	-		50,000		$	50			465,618,093	$	46,562	$	10,378,519	$	(16,663,133	)				$	(6,237,986	)
	Nine months ended
Issuance of common stock for services		-			-			-		-				$	-			10,000,000		1,000		39,000		-						40,000
	May 31,			May31,
Conversion of debt to common stock		-			-			-		-		-			-			38,206,314		3,821		946,179		-						950,000
	2024			2023
Deemed dividend of Preferred stock Series C		-			-			-		-		-			-			-		-		87,500		(87,500	)					-
Cash Flows from Operating Activities
Net loss	$	-(5,845,255	)	$	-(3,735,794	)		-		-		-			-			-		-		-		~~(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	)
Adjustments to reconcile net loss to net cash from operating activities:
Repurchase of treasury stock		-			-			-		-		-			-			-		-		-		-		$	(549,010	)		(549,010	)
Depreciation and amortization		69,385			214,647
Gain on treasury stock		-			-			-		-		-			-			-		-		8,615		-						8,615
Stock based compensation		40,000			-
Cancellation of preferred stock		-			-			-		-		(50,000	)		(50	)														(50	)
Goodwill impairment		-			98,258
Cancellation of deemed dividends of Preferred stock Series C		-			-			-		-		-			-			-		-		-		408,333						408,333
Amortization of debt discount		1,170,656			266,886
Net loss		-			-			-		-		-			-			-		-		-		(3,194,774	)					(3,194,774	)
Unrealized change in fair value of investments		64,000			-
Balance February 29, 2024		15,500		$	16			-	$	-		-		$	-			513,824,407	$	51,383	$	11,459,813	$	(20,559,643	)	$	(549,010	)	$	(9,597,441	)
Change in fair value of derivative liability		802,055			(378,737	)
Loss on exchange of debt		2,172,212			-
Changes in operating assets and liabilities
Accounts receivable, net		92,101			164,579
Prepaids and other current assets		36,130			9,440
Deferred revenue		-			(469,697	)
Contingent Liability, net of discount		-			2,194,757
Accounts payable and accrued liabilities		553,671			486,270
Net cash from operating activities		(845,045	)		(1,149,391	)
Cash Flows from Investing Activities
Issuance of loans receivable		-			(1,852	)
Payments received on loans receivable		46,260			131,328
Acquired intangible assets as part of the Helix House acquisition		-			314,863
Net cash from investing activities		46,260			444,339
Cash Flows from Financing Activities
Proceeds from convertible notes payable		596,000			-
Proceeds from notes payable		75,000			-
Proceeds from line of credit		-			744,870
Payments of finance lease liability		(14,819	)		(14,769	)
Sale of stock		8,615			-
Payments of notes payable		(19,050	)		(49,638	)
Payments of notes payable, related party		93,182			2,312
Net cash from financing activities		738,928			682,775
Change in cash and cash equivalents		(59,857	)		(22,276	)
Cash and cash equivalents at beginning of period		144,171			382,431
Cash and cash and equivalents at end of period	$	84,314		$	360,155
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	$	-		$	320,833
Issuance of warrants	$	-		$	660,726
Conversion of debt to common stock	$	950,000		$	-
Repurchase of treasury stock	$	549,011		$	-
Supplemental Cash Flow Information
Cash paid for interest	$	2,272		$	-
Cash paid for income taxes	$	-		$	-
See notes to unaudited consolidated financial statements

~~See~~F-4 ~~notes~~Table toof ~~unaudited consolidated financial statements~~Contents

~~F-4~~BUSINESS ~~Table~~WARRIOR ~~of Contents~~CORPORATION

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

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

MAY 31, 2024

(Unaudited)

~~F-5~~1. ORGANIZATION ~~Table~~AND ofNATURE ~~Contents~~OF OPERATIONS

~~BUSINESS~~Organization ~~WARRIOR~~— ~~CORPORATION~~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.

~~NOTES~~On TOMarch ~~CONSOLIDATED~~18, ~~FINANCIAL~~2022, ~~STATEMENTS~~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 (~~UNAUDITED~~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.

12. GOING ~~ORGANIZATION AND NATURE OF OPERATIONS~~CONCERN

~~Organization~~The —accompanying ~~Business~~financial ~~Warrior~~statements ~~Corporation~~have ~~(the~~been ~~Company”~~prepared orin ~~“Business~~conformity ~~Warrior”)~~with ~~was~~U.S. ~~originally~~GAAP, ~~incorporated~~which ~~under~~contemplate ~~the~~continuation ~~name~~of ~~Kading~~the ~~Companies,~~Company ~~S.A.,~~as ~~under~~a ~~the~~going ~~International~~concern ~~Business~~for ~~Companies~~a ~~Ordinance~~period of ~~the~~one ~~Territory~~year offrom the ~~British~~issuance ~~Virgin~~of ~~Islands~~these onfinancial ~~October 10, 1995~~statements. ~~Kading~~For ~~Companies~~the ~~was~~three ~~traded~~months onand ~~the~~nine ~~Pink~~months ~~Sheets~~ended ofMay ~~the~~31, ~~OTC~~2024, ~~Markets under~~ the ~~stock~~Company ~~ticker~~had ~~KDNG.~~$555,129 Onand ~~January 27~~$2, ~~2020~~352,458 ~~Kading Companies was redomiciled~~ in ~~Wyoming. Bluume~~revenues, ~~LLC~~a ~~was~~net ~~founded~~loss inof ~~2014~~$1,627,912 and ~~was~~$5,845,255, arespectively. ~~sales~~The ~~and~~Company ~~marketing~~had ~~organization~~net ~~that~~cash ~~provided~~used ~~small~~in ~~businesses~~operations ~~with~~of ~~basic advertising~~$845,045 ~~merchant~~for ~~services,~~the ~~white~~nine ~~label~~months ~~Point~~ended ofMay ~~Sale systems~~31, ~~and~~2024. aAdditionally, ~~white~~as ~~label~~of ~~business~~May ~~analytics software. On January~~ 31, ~~2020~~2024, ~~Bluume,~~the ~~LLC~~Company ~~completed~~had a ~~triangular~~working ~~reverse~~capital ~~merger~~deficit, ~~with~~stockholders’ ~~Kading~~deficit ~~Companies~~and ~~(formerly~~accumulated ~~KDNG)~~deficit ~~and~~of ~~changed~~$6,022,412, ~~its~~$11,225,353, ~~name~~and to$22,187,555, ~~Business Warrior~~respectively. It is ~~currently~~management’s anopinion ~~active~~that ~~corporation~~these inconditions ~~the~~raise ~~state~~substantial ofdoubt ~~Wyoming.~~about ~~The previous Bluume team took over all operations of~~ the Company’s ~~and~~ability ~~formed~~to acontinue ~~new~~as ~~business~~a ~~plan,~~going ~~which~~concern ~~replaced~~for ~~all~~a ~~former~~period ~~plans~~ of ~~the~~twelve ~~previous~~months ~~management~~from ~~team~~the atdate ~~Kading~~of ~~Companies. In July 2020,~~ the ~~Company~~issuance ~~changed~~of ~~its~~these ~~stock~~financial ~~ticker to BZWR~~statements.

OnThe ~~March~~financial ~~18,~~statements ~~2022,~~do ~~the~~not ~~Company~~include ~~acquired~~any ~~Helix~~adjustments ~~House,~~to ~~LLC,~~reflect athe ~~premium~~possible ~~marketing~~future ~~agency~~effect ~~that provides small business advertising services including digital marketing. Additionally,~~ on ~~June 18, 2022,~~ the ~~Company~~recoverability ~~acquired~~and ~~FluidFi~~classification ~~Inc.,~~of ~~dba~~assets ~~Alchemy~~or ~~Technology,~~the aamounts ~~lending~~and ~~technology~~classifications ~~company~~of liabilities that ~~builds~~may ~~fully~~result ~~customized~~from ~~lending~~the ~~end-to-ending~~outcome ~~lending~~of ~~solutions~~this uncertainty.

~~Nature~~Successful ofintegration ~~Operations — Business Warrior has three divisions~~ of the ~~company:~~Company’s ~~Helix~~recent ~~House, LLC, Alchemy Technologies, and Business Warrior. Helix House is a premium marketing agency that provides small~~ business ~~advertising~~acquisitions ~~services including digital marketing (YouTube~~and, ~~Google~~ultimately, ~~social~~the ~~media),~~attainment ~~traditional~~of ~~marketing~~profitable ~~(billboards,~~operations ~~mailers,~~are ~~fliers,~~dependent ~~etc.),~~upon ~~and~~future ~~social~~events, ~~media content. Alchemy builds~~ and ~~manages~~ultimately ~~lending~~achieving ~~software~~a ~~technology~~level ~~for~~of ~~enterprise~~sales ~~businesses~~adequate ~~which~~to ~~are~~support ~~fully~~the ~~customized~~Company’s ~~for~~cost ~~each client~~structure. ~~Through the combination of services from Helix House and Alchemy~~However, ~~Business~~there ~~Warrior~~can ~~offers~~be ano ~~full~~assurances ~~service~~that ~~lending~~the asCompany awill ~~service~~be ~~solution~~able ~~known~~to assecure ~~PayPlan:~~additional aequity ~~comprehensive~~investments ~~lending~~or ~~software~~achieve ~~platform~~an ~~that~~adequate ~~includes~~sales ~~marketing services to drive applicants for lenders and merchants~~level.

23. SUMMARY ~~GOING~~OF ~~CONCERN~~SIGNIFICANT ACCOUNTING POLICIES

~~The~~Basis ~~accompanying financial statements have been prepared in conformity with U.S. GAAP, which contemplate continuation~~ of ~~the~~Presentation ~~Company~~— asThe aconsolidated ~~going concern for a period of one year from the issuance of these~~ financial statements. ~~For~~are ~~the~~prepared ~~three~~on ~~months and six months ended February 29, 2024,~~ the ~~Company~~accrual ~~had~~basis ~~$678,276~~of ~~and~~accounting ~~$1,797,329~~ in ~~revenues,~~accordance awith ~~net~~accounting ~~loss~~principles ofgenerally ~~$3,194,774~~accepted ~~and $4,217,343, respectively. The Company had net cash used~~ in ~~operations of $577,157 for~~ the ~~six~~United ~~months~~States ~~ended~~of ~~February~~America ~~29,~~(“GAAP”) ~~2024.~~and ~~Additionally,~~include asthe accounts of ~~February 29, 2024,~~ the Company ~~had a working capital deficit, stockholders’ deficit~~ and ~~accumulated~~its ~~deficit~~consolidated ~~of $5,167,714, $9,597,441,~~ and ~~$20,559,643~~wholly ~~respectively~~owned subsidiaries. ItThe isconsolidated ~~management’s~~financial ~~opinion~~statements ~~that~~reflect ~~these conditions raise substantial doubt about~~ the ~~Company’s~~elimination ~~ability to continue as a going concern for a period~~ of ~~twelve~~all ~~months~~significant ~~from~~inter-company ~~the~~accounts ~~date~~and ~~of the issuance of these financial statements~~transactions.

~~The~~These unaudited interim financial statements doshould ~~not~~be ~~include~~read ~~any~~in ~~adjustments~~conjunction towith ~~reflect~~ the ~~possible~~audited ~~future~~financial ~~effect~~statements ~~on the recoverability~~ and ~~classification~~notes ofthereto ~~assets~~included orin the ~~amounts~~Company’s ~~and~~most ~~classifications~~recent ofAnnual ~~liabilities~~Report ~~that~~on ~~may~~Form ~~result~~10-K ~~from~~filed with the ~~outcome~~Securities ofand ~~this~~Exchange ~~uncertainty~~Commission.

~~Successful~~F-5 ~~integration~~Table 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.Contents

3The financial results for the nine-month period ended May 31, 2024 include adjustments that are part of our ongoing efforts to enhance financial accuracy and operational efficiency. ~~SUMMARY~~As OFa ~~SIGNIFICANT~~result, ~~ACCOUNTING~~the ~~POLICIES~~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.

~~Basis~~Use of ~~Presentation~~Estimates — The preparation of consolidated financial statements ~~are~~in ~~prepared~~conformity onwith ~~the~~GAAP ~~accrual~~requires ~~basis~~management ofto ~~accounting~~make incertain ~~accordance~~estimates ~~with~~and ~~accounting~~assumptions ~~principles~~that ~~generally~~affect ~~accepted in~~ the ~~United~~reported ~~States~~amounts of ~~America~~assets ~~(“GAAP”)~~ and ~~include~~liabilities ~~the~~and ~~accounts~~disclosure of ~~the~~contingent ~~Company~~assets and ~~its~~liabilities ~~consolidated~~at ~~and~~the ~~wholly~~date ~~owned~~of ~~subsidiaries.~~the ~~The~~ consolidated financial statements. ~~reflect~~Estimates also affect the ~~elimination~~reported amounts of ~~all~~revenues ~~significant~~and ~~inter-company~~expenses ~~accounts~~during the reporting period. Actual events and ~~transactions~~results could materially differ from those assumptions and estimates.

~~These~~Concentration ~~unaudited~~of ~~interim~~Credit ~~financial~~Risk ~~statements~~— ~~should~~Financial beinstruments ~~read~~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 ~~conjunction~~what ~~with~~it ~~the~~believes ~~audited~~to be credit-worthy financial ~~statements~~institutions. The Company controls credit risk related to accounts receivable through credit approvals, credit limits and ~~notes~~monitoring ~~thereto~~procedures. ~~included~~The inCompany routinely assesses the ~~Company’s~~financial ~~most~~strength ~~recent~~of ~~Annual~~its ~~Report~~customers onand, ~~Form~~based ~~10-K~~upon ~~filed~~factors ~~with~~surrounding the ~~Securities~~credit risk, establishes an allowance, if required, for uncollectible accounts and, ~~Exchange~~as ~~Commission~~a consequence, believes that its accounts receivable credit risk exposure beyond such allowance is limited.

~~F-6~~Cash ~~Table~~and Cash Equivalents — The Company considers all highly liquid investments purchased with an original maturity of ~~Contents~~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.

~~The~~Intangible ~~financial~~Assets ~~results~~— ~~for~~Certain ~~the~~intangible ~~six-month~~assets ~~period~~arose ~~ended~~from ~~February~~the ~~29,~~acquisition ~~2024 include adjustments that are part~~ of ~~our~~Helix ~~ongoing~~House, ~~efforts~~LLC toon ~~enhance~~March ~~financial~~18, ~~accuracy~~2022 and ~~operational~~consist ~~efficiency. As a result, the financial performance for this quarter may not be indicative~~ of the ~~results~~following, ~~for~~which ~~the entire fiscal year. The adjustments made~~ are ~~expected~~being toamortized ~~influence~~on ~~our~~a ~~financial~~straight-line ~~performance~~basis over athe ~~longer~~following ~~period,~~estimated ~~and~~useful ~~as such~~lives, ~~the~~if 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.applicable:

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.

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

~~Concentration~~Property ofand ~~Credit~~Equipment ~~Risk~~ — ~~Financial~~Property ~~instruments~~and ~~that~~equipment ~~potentially subject the Company to concentrations of credit risk~~ are ~~cash~~stated ~~and~~at ~~accounts receivable arising from its normal business activities~~cost. ~~The~~Depreciation ~~Company~~is ~~places~~calculated ~~its~~by ~~cash~~the ~~in what it believes to be credit~~straight-~~worthy~~line ~~financial~~method ~~institutions.~~over ~~The Company controls credit risk related to accounts receivable through credit approvals, credit limits and monitoring procedures. The Company routinely assesses~~ the ~~financial~~estimated ~~strength~~useful lives of ~~its~~depreciable 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 limitedassets.

~~Cash~~Cost and ~~Cash~~accumulated ~~Equivalents~~depreciation —for ~~The~~property ~~Company~~retired ~~considers~~or ~~all~~disposed ~~highly~~of ~~liquid~~are ~~investments~~removed ~~purchased~~from ~~with~~the anaccounts, ~~original~~and ~~maturity~~any ofresulting ~~three~~gain ~~months~~ or ~~less~~loss tois beincluded ~~cash~~in ~~equivalents~~earnings. ~~Cash~~Expenditures ~~and~~for ~~cash~~maintenance ~~equivalents are maintained at financial institutions,~~ and atrepairs ~~times,~~are ~~balances~~charged ~~may~~to ~~exceed~~expense ~~federally~~as ~~insured limits~~incurred.

~~Intangible~~Investments ~~Assets~~ — ~~Certain~~The ~~intangible~~Company ~~assets~~adopted ~~arose~~Accounting ~~from~~Standards ~~the~~Update ~~acquisition~~(“ASU”) 2016-01 Financial Instruments — Overall: Recognition and Measurement of ~~Helix~~Financial ~~House,~~Assets ~~LLC~~and onFinancial ~~March~~Liabilities 18(“ASU 2016-01”), ~~2022~~which requires the Company to measure all equity investments that do not result in consolidation and ~~consist~~are ofnot accounted for under the ~~following~~equity method at fair value and recognize any changes in earnings. Prior to the adoption of ASU 2016-01, ~~which~~marketable ~~are~~equity ~~being~~securities ~~amortized~~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 ~~straight~~broker-~~line~~dealer ~~basis~~network. ~~over~~Any ~~the~~unrealized ~~following~~gains/losses ~~estimated~~are ~~useful~~recognized ~~lives,~~in if“Other ~~applicable:~~income”.

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

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 nine months ended May 31, 2024.

~~Property~~Goodwill — The Company’s goodwill balance of $1,201,804 as of May 31, 2024 resulted from the acquisitions of Helix House, LLC and ~~Equipment~~FluidFi, —Inc. ~~Property~~Helix House, LLC was acquired on March 18, 2022, and ~~equipment~~FluidFi, ~~are~~Inc. ~~stated~~was atacquired ~~cost~~on June 18, 2022. ~~Depreciation~~Goodwill isrepresents ~~calculated~~the byexcess of the ~~straight-line~~cost ~~method~~of an acquired business over the estimated ~~useful~~fair ~~lives~~values of ~~depreciable~~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 nine months ended May 31, 2024.

~~Cost~~F-6 ~~and~~Table ~~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.~~Contents

~~Investments~~Accounts —Receivable ~~The~~and ~~Company~~Allowance ~~adopted~~for ~~Accounting~~Doubtful ~~Standards~~Accounts ~~Update~~— ~~(“ASU”)~~Accounts ~~2016-01~~receivable ~~Financial~~are ~~Instruments~~carried —at ~~Overall:~~the ~~Recognition~~original ~~and~~invoiced ~~Measurement~~amount ofless ~~Financial~~an ~~Assets~~allowance ~~and~~for ~~Financial~~doubtful ~~Liabilities~~accounts ~~(“ASU~~based ~~2016-01”),~~on ~~which requires~~ the ~~Company~~probability toof ~~measure~~future ~~all~~collection. ~~equity~~The ~~investments~~probability ~~that~~of dofuture ~~not~~collection ~~result~~is inbased ~~consolidation~~on ~~and~~specific ~~are~~considerations ~~not~~of ~~accounted~~historical ~~for~~loss ~~under~~patterns ~~the equity method at fair value~~ and ~~recognize~~an ~~any~~assessment ~~changes~~of ~~in earnings. Prior to~~ the ~~adoption~~continuation of ~~ASU~~such ~~2016-01,~~patterns ~~marketable~~based ~~equity~~on ~~securities~~past ~~not~~collection ~~accounted~~trends ~~for~~and ~~under~~known ~~the~~or ~~equity~~anticipated ~~method~~future ~~were~~economic ~~classified~~events asthat ~~trading~~may orimpact ~~available-for-sale~~collectability. ~~Both~~The ~~realized~~probability ~~and~~of ~~unrealized~~future ~~gains~~collection ~~and~~is ~~losses~~also onassessed ~~equity~~by ~~securities classified as trading securities were recognized in net income~~geography. ~~The~~Accounts ~~Company’s~~receivable ~~investments~~was ~~are~~evaluated ~~securities~~as ~~traded~~of ~~over~~May a31, ~~broker-dealer~~2024 ~~network.~~and ~~Any~~determined ~~unrealized~~there ~~gains/losses~~ are ~~recognized~~no inuncollectible ~~“Other income”~~accounts.

~~Impairment~~Current portion of ~~Long-Lived~~Notes ~~Assets~~Receivable, net — ~~Potential~~Notes ~~impairments~~receivable ~~of long-lived assets~~ are ~~reviewed~~recorded ~~when~~at ~~events~~their orprincipal ~~changes~~amounts, inless ~~circumstances~~any ~~indicate~~allowance afor ~~potential~~doubtful ~~impairment may exist~~accounts. InTo ~~accordance with Accounting Standard Codification (“ASC”) Subtopic 360-10~~date, ~~“Property,~~losses ~~Plant~~resulting ~~and~~from ~~Equipment~~uncollected –receivables ~~Overall,”~~have ~~impairment~~not isexceeded ~~determined~~management’s ~~when~~expectations. ~~estimated~~The ~~future~~Company ~~undiscounted~~recorded ~~cash flows associated with~~ an ~~asset~~allowance ~~are~~for ~~less~~doubtful ~~than~~accounts ~~the~~of ~~asset’s~~$128,329 ~~carrying~~and ~~value.~~$137,146 Noas ~~impairment~~of ~~has~~May ~~been~~31, ~~recorded~~2024 ~~for the three~~ and ~~six~~August ~~months~~31, ~~ended February 29~~2023, ~~2024~~respectively.

~~Goodwill~~Income Taxes — ~~The~~Income ~~Company’s~~taxes ~~goodwill~~are ~~balance~~accounted offor ~~$1,201,804~~under asthe ofasset ~~February~~and ~~29,~~liability ~~2024~~method. ~~resulted~~Deferred ~~from~~tax ~~the~~assets ~~acquisitions of Helix House, LLC~~ and ~~FluidFi,~~liabilities ~~Inc.~~are ~~Helix~~recognized ~~House,~~for ~~LLC~~the ~~was~~future ~~acquired~~tax onconsequences ~~March~~attributable ~~18,~~to ~~2022,~~differences ~~and~~between ~~FluidFi,~~the ~~Inc.~~financial ~~was~~statement ~~acquired~~carrying onamounts ~~June~~of ~~18,~~existing ~~2022.~~assets ~~Goodwill~~and ~~represents~~liabilities ~~the~~and ~~excess~~their ofrespective ~~the~~tax ~~cost~~basis ofand anoperating ~~acquired~~loss, ~~business~~capital ~~over~~loss ~~the~~and ~~estimated~~tax ~~fair~~credit ~~values~~carryforwards. ofDeferred ~~the~~tax assets ~~acquired~~ and liabilities ~~assumed.~~are ~~Goodwill~~measured isusing ~~reviewed~~enacted attax ~~least~~rates ~~annually~~expected ~~for~~to ~~impairment,~~apply ~~which~~to ~~may~~taxable ~~result~~income ~~from~~in the ~~deterioration~~years in ~~the~~which ~~operating~~those ~~performance~~temporary ofdifferences ~~the~~are ~~acquired~~expected ~~business,~~to ~~adverse~~be ~~market~~recovered ~~conditions,~~or ~~adverse~~settled. ~~changes~~The ineffect ~~the~~on ~~applicable~~deferred ~~laws~~tax orassets ~~regulations~~ and aliabilities ~~variety~~ of ~~other~~a ~~circumstances.~~change ~~Any~~in ~~resulting~~tax ~~impairment~~rates ~~charge~~is ~~would be~~ recognized asin anincome ~~expense~~ in the period inthat ~~which~~includes ~~impairment is identified. No impairment has been recorded for~~ the ~~three~~enactment ~~and six months ended February 29, 2024~~date.

~~F-7~~The ~~Table~~Company recognizes the effect of ~~Contents~~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.

~~Accounts~~The ~~Receivable~~Company ~~and~~has ~~Allowance~~adopted ~~for~~ASC ~~Doubtful~~740-10, ~~Accounts~~Accounting —for ~~Accounts~~Income ~~receivable~~Taxes, ~~are~~which ~~carried~~requires atan ~~the~~asset ~~original~~and ~~invoiced~~liability ~~amount~~approach ~~less~~to anfinancial ~~allowance~~accounting and reporting for ~~doubtful~~income ~~accounts~~taxes. ~~based~~Deferred onincome ~~the~~tax ~~probability~~assets ofand ~~future~~liabilities ~~collection.~~are ~~The~~computed ~~probability~~annually offrom ~~future~~differences ~~collection~~between isthe ~~based~~financial onstatement ~~specific~~and ~~considerations~~tax basis of ~~historical~~assets ~~loss~~and ~~patterns~~liabilities ~~and~~that anwill ~~assessment~~result ofin ~~the~~taxable ~~continuation~~or ofdeductible ~~such~~amounts ~~patterns~~in the future based on ~~past~~enacted ~~collection~~tax ~~trends~~laws and ~~known~~rates orapplicable ~~anticipated~~to ~~future~~the ~~economic~~periods ~~events~~in ~~that~~which ~~may~~the ~~impact~~differences ~~collectability.~~are ~~The~~expected ~~probability~~to ofaffect ~~future~~taxable ~~collection~~income. isValuation ~~also~~allowances ~~assessed~~are byestablished ~~geography.~~when ~~Accounts~~necessary ~~receivable~~to ~~was~~reduce ~~evaluated~~deferred astax ofassets ~~February~~to ~~29,~~the ~~2024~~amount ~~and~~expected ~~determined~~to ~~there~~be ~~are no uncollectible accounts~~realized.

~~Current~~Revenue ~~portion~~Recognition of— ~~Notes~~The ~~Receivable,~~Company ~~net~~recognizes —revenue ~~Notes~~in ~~receivable~~accordance ~~are~~with ~~recorded~~Accounting atStandards ~~their~~Update ~~principal~~2014-09, ~~amounts~~“Revenue from contracts with customers,” ~~less~~(Topic ~~any~~606). ~~allowance~~Revenue ~~for~~is ~~doubtful~~recognized ~~accounts~~when a customer obtains control of promised goods or services. ToIn ~~date~~addition, ~~losses~~the ~~resulting~~standard ~~from~~requires ~~uncollected~~disclosure ~~receivables~~of ~~have~~the ~~not~~nature, ~~exceeded~~amount, ~~management’s~~timing, ~~expectations~~and uncertainty of revenue and cash flows arising from contracts with customers. The ~~Company~~amount of revenue that is recorded anreflects ~~allowance~~the consideration that the Company expects to receive in exchange for ~~doubtful~~those ~~accounts~~goods. The Company applies the following five-step model in order to determine this amount: (i) identification of ~~$137~~the promised goods in the contract; (ii) determination of whether the promised goods are performance obligations,~~146~~ asincluding whether they are distinct in the context of ~~February~~the 29contract; (iii) measurement of the transaction price, ~~2024~~including the constraint on variable consideration; (iv) allocation of the transaction price to the performance obligations; and ~~August~~(v) 31recognition 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, ~~2023~~the Company’s performance obligations are transferred to customers at a point in time, ~~respectively~~typically upon delivery.

~~Income~~The ~~Taxes~~Company —has ~~Income~~three ~~taxes~~main ~~are~~sources ~~accounted~~of ~~for~~revenue. ~~under~~Helix ~~the~~House ~~asset~~is ~~and~~a ~~liability~~premium ~~method.~~marketing ~~Deferred~~agency ~~tax~~that ~~assets~~charges monthly service fees and ~~liabilities~~one-time ~~are~~project ~~recognized~~charges for ~~the~~providing ~~future~~small ~~tax~~business ~~consequences~~advertising ~~attributable~~services toincluding ~~differences~~digital ~~between~~marketing ~~the~~(YouTube, ~~financial~~Google, ~~statement~~social ~~carrying~~media), ~~amounts~~traditional ofmarketing ~~existing~~(billboards, ~~assets~~mailers, ~~and~~fliers, ~~liabilities~~etc.), and ~~their~~social ~~respective~~media ~~tax~~content. ~~basis~~FluidFi ~~and~~Inc, ~~operating~~dba ~~loss,~~Alchemy ~~capital~~builds ~~loss~~fully ~~and~~customized ~~tax~~lending ~~credit~~end-to-end ~~carryforwards.~~lending ~~Deferred~~software ~~tax~~solutions ~~assets~~for ~~and~~banks, ~~liabilities~~lenders, ~~are~~and ~~measured~~financial ~~using~~technology ~~enacted~~firms. ~~tax~~Alchemy ~~rates~~charges ~~expected~~monthly torecurring ~~apply~~fees tofor ~~taxable~~each ~~income~~client’s insoftware-as-a-service ~~the~~as ~~years~~well inas ~~which~~contracted ~~those~~work ~~temporary~~for ~~differences~~custom ~~are~~software ~~expected~~development. toBusiness beWarrior ~~recovered~~collects orrevenue ~~settled.~~for ~~The~~building ~~effect~~software onlending ~~deferred~~solutions, ~~tax~~and ~~assets~~sales and ~~liabilities~~marketing ofsolutions aassociated ~~change~~with ineach ~~tax~~lending ~~rates~~client. isBusiness ~~recognized~~Warrior inFunding ~~income~~collects inprincipal ~~the~~and ~~period~~interest ~~that~~payments ~~includes~~for ~~the~~providing ~~enactment~~business ~~date~~loans to small businesses.

~~The~~Identify ~~Company recognizes~~ the ~~effect~~customer 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.contract

~~The~~A ~~Company~~customer ~~has~~contract ~~adopted~~is ~~ASC~~generally ~~740-10,~~identified ~~Accounting~~when 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~~Company ~~statement~~ and ~~tax~~a ~~basis~~customer ofhave ~~assets~~executed ~~and~~an ~~liabilities~~arrangement that ~~will~~calls ~~result~~for ~~in taxable or deductible amounts in~~ the ~~future~~Company ~~based on enacted tax laws and rates applicable~~ to ~~the~~grant ~~periods~~access ~~in which the differences are expected~~ to ~~affect~~its ~~taxable~~online ~~income.~~software ~~Valuation~~products ~~allowances~~and ~~are~~provide ~~established~~professional ~~when~~services ~~necessary~~in toexchange ~~reduce~~for ~~deferred~~consideration ~~tax~~from ~~assets to~~ the ~~amount expected to be realized~~customer.

~~Revenue Recognition — The Company recognizes revenue in accordance with Accounting Standards Update 2014~~F-~~09,~~7 ~~“Revenue~~Table ~~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.Contents

~~The~~Identify ~~Company~~performance ~~has~~obligations ~~three main sources of revenue. Helix House is a premium marketing agency~~ that ~~charges~~are 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.distinct

~~Identify~~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.

ADetermine ~~customer contract is generally identified when~~ the ~~Company~~transaction 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.price

~~F-8~~The ~~Table~~transaction price is the amount of ~~Contents~~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.

~~Identify~~Allocate ~~performance~~the ~~obligations~~transaction ~~that~~price ~~are~~to the distinct performance obligations

AThe ~~performance~~transaction ~~obligation~~price is aallocated ~~promise~~ to ~~provide~~each aperformance ~~distinct~~obligation ~~good~~based oron ~~service~~the orrelative astandalone ~~series~~selling prices (“SSP”) of ~~distinct~~the goods or services. Abeing ~~good~~provided ~~or service that is promised~~ to ~~a customer is distinct if~~ the customer. ~~can~~The ~~benefit~~Company ~~from~~determines the ~~good~~SSP orof ~~service either on~~ its ~~own~~goods ~~or together with other resources that are readily available to the customer,~~ and aservices ~~company’s~~based ~~promise~~upon ~~to transfer~~ the ~~good~~average orsales ~~service~~prices tofor ~~the~~each ~~customer~~type isof ~~separately~~online ~~identifiable~~software ~~from~~product ~~other~~and ~~promises~~professional inservices ~~the contract~~sold. ~~The~~In ~~Company~~instances ~~has~~where ~~determined~~there ~~that~~are ~~subscriptions~~not ~~for~~sufficient ~~its~~data ~~online~~points, ~~software~~or ~~products~~the ~~are~~selling ~~distinct~~prices ~~because,~~for ~~once~~ a ~~customer~~particular ~~has access to the~~ online software product ~~is fully functional and does not require any additional development, modification,~~ or ~~customization.~~professional ~~Professional~~service ~~services sold~~ are ~~distinct~~disparate, ~~because~~ the ~~customer~~Company ~~benefits~~estimates ~~from~~ the ~~on-boarding~~SSP ~~and~~using ~~training~~other toobservable ~~make~~inputs, ~~better~~such ~~use~~as ofsimilar ~~the online software~~ products itor ~~purchased~~services.

~~Determine~~Recognize revenue as the ~~transaction~~performance ~~price~~obligations are satisfied

~~The~~Revenues ~~transaction~~are ~~price~~recognized iswhen ~~the~~or ~~amount~~as control of ~~consideration~~the topromised ~~which~~goods ~~the~~or ~~Company~~services ~~expects~~is transferred to becustomers. ~~entitled~~Revenue infrom ~~exchange~~online ~~for~~software ~~transferring~~products ~~goods~~is orrecognized ~~services~~ratably toover athe ~~customer,~~subscription ~~excluding~~period ~~sales~~beginning ~~taxes~~on ~~that~~the ~~are~~date ~~collected~~the onCompany’s ~~behalf~~online ofsoftware ~~government~~products ~~agencies~~are made available to customers. ~~The~~Most ~~Company~~subscription ~~estimates~~contracts ~~any~~are ~~variable~~one ~~consideration~~year toor ~~which~~less. itThe ~~will~~Company berecognizes ~~entitled~~revenue atfrom ~~contract~~on-boarding, ~~inception~~training, and ~~reassesses~~consulting atservices ~~each~~as ~~reporting~~the ~~date,~~services ~~when~~are ~~determining~~provided. ~~the~~Cash ~~transaction~~payments ~~price.~~received ~~The~~in ~~Company~~advance ~~does~~of ~~not~~providing ~~include~~subscription ~~variable~~or ~~consideration~~services toare ~~the~~recorded ~~extent~~to ~~that~~deferred itrevenue isuntil ~~probable~~the ~~that~~performance aobligation ~~significant~~is ~~reversal~~satisfied. inRevenue from the ~~amount~~Company’s ofbusiness ~~cumulative~~lending ~~revenue~~solution is recognized ~~will~~as ~~occur~~interest ~~when~~income ~~any~~and ~~uncertainty~~origination ~~associated~~fees, ~~with~~based upon the ~~variable~~loan ~~consideration~~that is ~~resolved~~issued to each customer.

~~Allocate~~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 ~~transaction~~weighted ~~price~~average tonumber of common shares outstanding during the ~~distinct~~period. ~~performance~~Diluted ~~obligations~~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 May 31, 2024. There are 1,608,007,580 of CSE not included in the diluted per share because they are considered anti-dilutive.

~~The~~Fair ~~transaction~~Value ~~price~~Measurements is— ~~allocated~~ASC toTopic ~~each~~820, ~~performance~~Fair ~~obligation~~Value ~~based~~Measurements, onclarifies the ~~relative~~definition ~~standalone selling prices (“SSP”)~~ of ~~the~~fair ~~goods~~value, orprescribes ~~services~~methods ~~being provided to the customer. The Company determines the SSP of its goods and services based upon the average sales prices~~ for ~~each~~measuring ~~type~~fair ofvalue, ~~online software product~~ and ~~professional~~establishes ~~services sold. In instances where there are not sufficient data points, or the selling prices for~~ a ~~particular~~fair ~~online~~value ~~software~~hierarchy ~~product~~to orclassify ~~professional service are disparate,~~ the ~~Company~~inputs ~~estimates~~used ~~the~~in ~~SSP~~measuring ~~using~~fair ~~other~~value ~~observable inputs, such~~ as ~~similar products or services.~~follows:

~~Recognize~~Level ~~revenue~~1: asInputs ~~the~~are ~~performance~~unadjusted ~~obligations~~quoted ~~are~~prices ~~satisfied~~in active markets for identical assets or liabilities available at the measurement date.

~~Revenues~~Level ~~are~~2: ~~recognized~~Inputs ~~when~~are orunadjusted asquoted ~~control~~prices offor ~~the~~similar ~~promised~~assets ~~goods~~and orliabilities ~~services~~in isactive ~~transferred~~markets, toquoted ~~customers.~~prices ~~Revenue~~for ~~from~~identical 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.~~similar ~~The~~assets ~~Company recognizes revenue from on-boarding, training,~~ and ~~consulting~~liabilities ~~services~~in asmarkets ~~the~~that ~~services~~ are ~~provided.~~not ~~Cash~~active, ~~payments~~inputs ~~received~~other inthan ~~advance~~quoted ofprices ~~providing~~that ~~subscription or services~~ are ~~recorded~~observable, toand ~~deferred~~inputs ~~revenue~~derived ~~until the performance obligation is satisfied. Revenue~~ from ~~the~~or ~~Company’s~~corroborated ~~business~~by ~~lending~~observable ~~solution~~market ~~is recognized as interest income and origination fees, based upon the loan that is issued to each customer~~data.

~~Net~~Level ~~Income~~3: ~~(Loss)~~Inputs ~~Per~~are ~~Common~~unobservable ~~Share~~inputs ~~— The Company computes income per common share, in accordance with ASC Topic 260, Earnings Per Share,~~which ~~requires~~reflect ~~dual~~the ~~presentation~~reporting ofentity’s ~~basic~~own ~~and~~assumptions ~~diluted~~on ~~earnings~~what ~~per~~assumptions ~~share. Basic income or loss per common share is computed by dividing net income or loss by~~ the ~~weighted~~market ~~average~~participants ~~number~~would ofuse ~~common~~in ~~shares~~pricing ~~outstanding during~~ the ~~period.~~asset ~~Diluted income~~ or ~~loss~~liability ~~per~~based ~~common~~on ~~share is computed by dividing net income or loss by~~ the ~~weighted~~best ~~average~~available ~~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~~information. No potential dilutive common shares are included in the computation of any diluted per share amount when a loss is reported. There are currently 513,824,407 shares of common stock outstanding as of February 29, 2024. There are 1,608,007,580 of CSE not included in the diluted per share because they are considered anti-dilutive.

~~Fair~~The ~~Value~~estimated ~~Measurements~~fair —value ~~ASC~~of ~~Topic~~certain ~~820,~~financial ~~Fair Value Measurements~~instruments, ~~clarifies~~including ~~the~~all ~~definition~~current ofliabilities ~~fair~~are ~~value,~~carried ~~prescribes~~at ~~methods~~historical ~~for~~cost ~~measuring fair value~~basis, ~~and~~which ~~establishes~~approximates atheir fair ~~value~~values ~~hierarchy~~because toof ~~classify~~ the ~~inputs~~short-term ~~used~~nature inof ~~measuring~~these ~~fair value as follows:~~instruments.

~~Level~~Advertising 1:and ~~Inputs~~Promotion ~~are~~— ~~unadjusted~~The ~~quoted~~Company ~~prices~~follows the policy of charging the costs of advertising, marketing, and public relations to expense as incurred. The Company has $2,482 and $75,899 in ~~active~~advertising ~~markets~~expenses for ~~identical~~the ~~assets~~three ormonths ~~liabilities~~and ~~available~~nine atmonths ended May 31, 2024, respectively. The Company has $21,419 and $113,673 in advertising expenses for the ~~measurement~~three ~~date~~and nine months ended May 31, 2023, respectively.

~~Level~~F-8 2:Table ~~Inputs~~of 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.Contents

~~Level~~Cost 3:of ~~Inputs~~Sales ~~are~~— ~~unobservable~~This ~~inputs~~is ~~which~~comprised ~~reflect~~of ~~the~~referral ~~reporting~~and ~~entity’s~~sales ~~own~~commission, ~~assumptions~~advertising onfor ~~what~~our ~~assumptions~~premium ~~the~~marketing ~~market~~clients, ~~participants~~website ~~would~~hosting ~~use~~fees, inand ~~pricing~~data ~~the~~fees ~~asset~~for orour ~~liability~~software ~~based on the best available information~~subscribers.

~~The~~Leases ~~estimated~~— ~~fair~~Under ~~value~~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 ~~certain~~operating ~~financial~~lease ~~instruments~~liability, ~~including~~and ~~all~~operating lease liability, less current ~~liabilities~~portion in the Company’s consolidated balance sheets. Finance leases are ~~carried~~included atin ~~historical~~property ~~cost~~and ~~basis~~equipment, ~~which~~net, ~~approximates~~current ~~their~~portion ~~fair~~of ~~values~~long-term ~~because~~debt, ofnet ~~the~~and ~~short~~long-term ~~nature~~debt, ofless ~~these~~current ~~instruments~~portion and debt issuance costs in the Company’s consolidated balance sheets.

~~Advertising~~As ~~and~~permitted ~~Promotion~~under —ASU ~~The~~Topic 842, the Company ~~follows~~has ~~the~~made an accounting policy ofelection ~~charging~~not to apply the ~~costs~~recognition provisions of ~~advertising,~~ASU ~~marketing,~~2016-02 ~~and~~to ~~public~~short ~~relations~~term toleases ~~expense~~(leases aswith ~~incurred.~~a ~~The~~lease ~~Company~~term ~~has~~of ~~$78,570~~12 ~~and~~months ~~$116,397~~or inless ~~advertising~~that ~~expenses~~do ~~for~~not ~~the~~include ~~three~~an ~~months~~option ~~and~~to ~~six~~purchase ~~months~~the ~~ended~~underlying ~~February~~asset ~~29,~~that ~~2024.~~the ~~[LH1]~~lessee ~~The~~is ~~Company~~reasonably ~~has~~certain ~~$26,008~~to ~~and~~exercise); ~~$92~~instead,~~254~~ inthe ~~advertising~~Company ~~expenses~~will ~~for~~recognize the ~~three~~lease ~~and~~payments ~~six~~for ~~months~~short ~~ended~~term ~~February~~leases ~~28,~~on ~~2023~~a straight-line basis over the lease term.

FSegment Reporting — In November 2023, the FASB issued ASU 2023-907, ~~Table~~*Segment ofReporting ~~Contents~~(Topic 280): Improvements to Reportable Segment Disclosures*, enhancing segment expense transparency. We have adopted this standard in the current fiscal year. We have determined that we have two reportable segments, which includes Helix House and Other. The segments were identified based on how the Chief Operating Decision Maker, who we have determined to be our Chief Executive Officer, manages and evaluates performance and allocates resources. See Note 4.

~~Cost~~Recently ofIssued ~~Sales~~Accounting Pronouncements — ~~This~~The isCompany ~~comprised~~has ofimplemented ~~referral~~all ~~and~~new ~~sales~~accounting ~~commission,~~pronouncements ~~advertising~~that ~~for~~are ~~our~~in ~~premium~~effect. ~~marketing~~These ~~clients,~~pronouncements ~~website~~did ~~hosting~~not ~~fees~~have any material impact on the financial statements, and ~~data~~the ~~fees~~Company ~~for~~does ~~our~~not ~~software~~believe ~~subscribers~~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.

~~Leases — Under ASC Top 842, ”Leases”, the Company determines if an agreement is a lease at inception~~4. SEGMENT 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.DISCLOSURES

AsThe ~~permitted~~Company ~~under~~has ~~ASU~~identified ~~Topic~~reportable ~~842,~~segments ~~the~~as ~~Company~~those ~~has~~consolidated ~~made~~subsidiaries anthat ~~accounting~~represent ~~policy~~10% ~~election~~or ~~not~~more toof ~~apply~~its ~~the~~revenue, ~~recognition~~EBITDA ~~provisions~~(as ofdefined ~~ASU~~below) ~~2016-02~~or tototal ~~short~~assets, ~~term~~or ~~leases~~when ~~(leases~~the ~~with~~Company abelieves ~~lease~~information ~~term~~about the segment would be useful to the readers of 12the ~~months~~financial orstatements. ~~less~~The ~~that~~Company’s dochief ~~not~~operating ~~include~~decision anmaker ~~option~~is toits ~~purchase~~Chief ~~the~~Executive ~~underlying~~Officer ~~asset~~who ~~that~~is charged with management of the ~~lessee~~Company and is ~~reasonably~~responsible ~~certain~~for tothe ~~exercise);~~evaluation ~~instead,~~of ~~the~~operating ~~Company~~performance ~~will~~and ~~recognize~~decision making about the ~~lease~~allocation ~~payments~~of ~~for~~resources ~~short~~to ~~term~~operating ~~leases~~segments based on ameasures, ~~straight-line~~such ~~basis~~as ~~over~~revenue ~~the~~and ~~lease term~~EBITDA.

~~Recently~~EBITDA ~~Issued~~is ~~Accounting~~the ~~Pronouncements~~primary —measure ~~The~~used ~~Company~~by ~~has~~the ~~implemented~~Company’s ~~all~~chief ~~new~~operating ~~accounting~~decision ~~pronouncements~~maker ~~that~~to ~~are~~evaluate insegment ~~effect~~operating performance. ~~These~~As ~~pronouncements~~the ~~did~~Company ~~not~~uses ~~have~~the ~~any~~term, ~~material~~EBITDA ~~impact~~is ondefined ~~the~~as ~~financial~~income ~~statements~~before interest expense, income taxes, depreciation and ~~the~~amortization. The Company’s ~~does~~chief ~~not~~operating ~~believe~~decision ~~that~~maker ~~there~~believes ~~are~~EBITDA ~~any~~is ~~other~~a ~~new~~meaningful ~~accounting~~measure ~~pronouncements~~and ~~that~~is ~~have~~superior ~~been~~to ~~issued~~available ~~that~~GAAP ~~might~~measures ~~have~~as it represents a ~~material~~transparent ~~impact~~view onof ~~its~~the ~~financial~~Company’s ~~position~~operating orperformance ~~results~~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 ~~operations~~operating trends and identify strategies to improve the allocation of resources amongst segments.

4.As ~~SEGMENT~~of ~~DISCLOSURES~~May 31, 2024, the Company’s reportable segments were as follows:

~~The~~· ~~Company~~Helix ~~has~~House ~~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.Other

~~EBITDA~~The isOther ~~the~~category ~~primary~~includes ~~measure used by~~ the Company’s ~~chief~~corporate ~~operating~~headquarters ~~decision~~and ~~maker~~a toless ~~evaluate~~significant ~~segment~~ operating ~~performance.~~segment Aswhich ~~the~~was ~~Company uses~~ the ~~term,~~FluidFi ~~EBITDA~~acquisition isobtained ~~defined~~during 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~~year ~~operating~~ended ~~performance~~August ~~that is unaffected by fluctuations in property~~31, ~~equipment and leasehold additions~~2023. 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.

AsPerformance Measures of ~~February~~Reportable ~~29, 2024, the Company’s reportable segments were as follows:~~Segments

·Revenue ~~Helix~~and ~~House~~Net ·loss ~~Other~~of the Company’s reportable segments for the nine months ended May 31, 2024 and 2023 was as follows:

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.

	Net Sales
	May 31, 2024			May 31, 2023
Helix House	$	1,231,584		$	1,078,097
Other		1,120,874			2,165,645
Total	$	2,352,458		$	3,243,742

	Net (Loss)/Income
	May 31, 2024			May 31, 2023
Helix House	$	76,467		$	72,958
Other		(5,921,722	)		(3,808,752	)
Total	$	(5,845,255	)	$	(3,735,794	)

~~Performance~~F-9 ~~Measures~~Table of ~~Reportable Segments~~Contents

Revenue and Net loss of the Company’s reportable segments for the ~~six~~three months ended ~~February~~May 2931, 2024 and ~~February 28,~~ 2023 was as follows:

	Net Sales
	February 29, 2024			February 28, 2023
	May 31,2024			May 31,2023
Helix House	$	~~971~~260,~~545~~039		$	~~1,078,097~~-
Other		~~825~~295,~~784~~090			1910,~~254,926~~719
Total	$	1555,~~797,329~~129		$	2910,~~333,023~~719
	Net (Loss)/Income
	February 29, 2024			February 28, 2023
	May 31,2024			May 31,2023
Helix House	$	~~(60~~137,~~797~~264	)	$	~~72,958~~-
Other		(41,~~156~~765,~~546~~176	)		(3249,~~559,452~~300	)
Total	$	(41,~~217~~627,~~343~~912	)	$	(3249,~~486,494~~300	)

~~F-10~~Balance ~~Table~~Sheet Data of ~~Contents~~Reportable Segments

~~Revenue~~Total ~~and~~assets ~~Net Loss~~ of the Company’s reportable segments ~~for~~at ~~the~~May ~~three months ended February 29~~31, 2024 and ~~February~~August 2831, 2023 ~~was~~were as follows:

	Net Sales
	May 31,2024			August 31,2023
	February 29, 2024			February 28, 2023
Helix House	$	71,248		$	223,493
Helix House	$	338,246		$	528,398
Other		2,030,287			2,245,775
Other		340,030			348,883
Total assets	$	2,101,535		$	2,469,268
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~~5. LOANS ~~Sheet Data of Reportable Segments~~RECEIVABLE

~~Total~~During ~~assets~~the ofyear 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 ~~reportable~~expertise ~~segments~~and atstrategic ~~February~~partnerships 29to help entrepreneurs grow their business and offset the difficulty often associated with traditional bank lending. Loans to customers range from $5,000 to $125,000, with interest rates ranging from 16.99% to 23.0%. As of May 31, 2024, ~~and~~the Company had a loans receivable balance of $0. As of August 31, 2023, ~~were~~the Company had a loans receivable balance of $46,260, of which all are considered current. The Company has $128,329 and $137,146 recorded as ~~follows:~~an allowance for doubtful accounts as of May 31, 2024 and August 31, 2023, respectively.

	February 29, 2024		August 31, 2023
Helix House	$	66,906	$	223,493
Other		2,096,580		2,245,775
Total assets	$	2,163,486	$	2,469,268

6. PROPERTY AND EQUIPMENT

5.Property ~~LOANS~~and ~~RECEIVABLE~~equipment consist of the following:

During the year ended August 31, 2023, the Company launched its new small business lending solution called Business Warrior Funding. The new lending solution leverages the Company’s expertise and strategic partnerships to help entrepreneurs grow their business and offset the difficulty often associated with traditional bank lending. Loans to customers range from $5,000 to $125,000, with interest rates ranging from 16.99% to 23.0%. As of February 29, 2024, the Company had a loans receivable balance of $4,638. As of August 31, 2023, the Company had a loans receivable balance of $46,260, of which all are considered current. The Company has $137,146 recorded as an allowance for doubtful accounts as of February 29, 2024 and August 31, 2023.

	Useful lives	May 31, 2024			August 31, 2023
Software and computer equipment	5 years	$	655,214		$	652,892
Furniture and fixtures and other equipment	3 years		2,960			2,960
Total property and equipment			658,174			655,852
Less accumulated depreciation			(627,726	)		(603,682	)
Total property and equipment, net		$	30,448		$	52,170

~~F-11~~For ~~Table~~the ofthree ~~Contents~~months and nine months ended May 31, 2024, depreciation expense was $5,971 and $27,353 respectively.

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

~~Property~~F-10 ~~and~~Table ~~equipment consist~~ of ~~the following:~~Contents

	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

7. INTANGIBLE ASSETS

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

	May 31,			August 31,
	2024			2023
Customer relationships	$	375,000		$	375,000
Trademarks		340,000			340,000
Non-compete agreements		90,000			90,000
Less: accumulated amortization		(193,639	)		(158,450	)
Intangible assets - net	$	611,361		$	646,550

For the ~~three~~nine months ~~and~~ended ~~six~~May ~~months~~31, ~~ended~~2024 ~~February~~and 28May 31, 2023, ~~depreciation~~amortization expense was $2635,~~399~~189 and $580,~~238,~~ respectively.

7.For ~~INTANGIBLE~~the ~~ASSETS~~three months ended May 31, 2024 and May 31, 2023, amortization expense was $11,944 and $0, respectively.

	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

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

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

Fiscal Year
Remainder of 2024	$	11,815
2025		46,875
2026		46,875
2027		46,875
2028		47,003
Thereafter		71,918
	$	271,361

~~For~~8. FINANCE ~~the~~RIGHT-OF-USE ~~three~~ASSETS ~~months~~AND ~~ended~~LEASE ~~February 29, 2024 and February 28, 2023, amortization expense was $11,558 and $0, respectively.~~LIABILITIES

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

Fiscal Year
Remainder of 2024	$	23,759
2025		46,875
2026		46,875
2027		46,875
2028		47,003
Thereafter		71,918
	$	283,305

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.

8.Finance ~~FINANCE~~right ~~RIGHT-OF-USE~~of ~~ASSETS~~use ~~AND~~assets ~~LEASE~~are ~~LIABILITIES~~summarized below:

Finance leases

	May 31, 2024			August 31, 2023
Finance Lease	$	94,237		$	94,237
Less accumulated amortization		(48,906	)		(36,432	)
Finance lease, net	$	45,331		$	57,805

~~The~~Amortization ~~Company~~expense ~~leases~~was a$4,158 ~~vehicle~~and ~~which meets the classification of a finance lease under ASC 842. The monthly payments are~~ $112,~~778~~474 ~~and~~for the ~~term~~three ~~is 60~~ months. ~~The~~and ~~lease~~nine ~~commenced~~months onended ~~August~~May 2631, ~~2021~~2024.

Finance ~~right~~lease ofliabilities ~~use assets~~ are summarized below:

	February 29, 2024			August 31, 2023
	May 31,2024			August 31,2023
Finance lease	$	94,237		$	94,237
Finance lease liability	$	41,192		$	55,960
Less accumulated depreciation		(44,748	)		(36,432	)
Less: current portion		(8,642	)		(18,487	)
Finance lease, net	$	49,489		$	57,805
Long term portion	$	32,550		$	37,473

F-1211 Table of Contents

~~Depreciation~~Maturity ~~expense~~of ~~was~~lease ~~$4,158~~liabilities ~~and~~are ~~$8,316~~as ~~for the three months and six months ended February 29, 2024.~~follows:

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

	May 31, 2024
Year ending August 31, 2024		16,418
Year ending August 31, 2025		21,340
Year ending August 31, 2026		19,562
Total future minimum lease payments		57,320
Less imputed interest		(16,128	)
PV of payments	$	41,192

~~Finance~~9. NOTES ~~lease liabilities are summarized below:~~PAYABLE

	February 29, 2024			August 31, 2023
Finance lease liability	$	46,115		$	55,960
Less: current portion		(13,565	)		(18,487	)
Long term portion	$	32,550		$	37,473

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

Maturity of lease liabilities are as follows:

			Date of					Original		Principal Balance as of
			Note	Maturity	Interest			Principal		May 31,		August 31,
Ref No.			Issuance	Date	Rate			Balance		2024		2023
	1	*	8/16/2022	On Demand		17.97	%	$	75,000	$	-	$	17,588
	2		5/15/2024	6/30/2029		18	%		50,000		50,000		-
	3		5/16/2024	6/30/2029		18	%		25,000		25,000		-
			Total					$	150,000	$	75,000	$	17,588
			Total Current							$	-	$	17,588
			Total Long Term							$	75,000	$	-

	February 29,2024
Year ending August 31, 2024		16,418
Year ending August 31, 2025		21,340
Year ending August 31, 2026		19,561
Total future minimum lease payments		57,319
Less imputed interest		(11,204	)
PV of payments	$	46,115

*The Company made payments of $17,588 to bring the note payable balance to $0 as of May 31, 2024.

910. LINE ~~NOTES~~OF ~~PAYABLE~~CREDIT

AsThe revolving line of ~~August~~credit ~~31,~~(“LOC”) ~~2022~~consists of notes in the principal amount of $901,176 that was paid in cash and the ~~Company~~conversion of ~~entered~~12,017 of Preferred B stock into debt with a ~~note~~principal ~~payable~~amount ~~due~~of to$1,201,602. ~~Elev8~~The ~~Advisors~~LOC ~~for~~has a maximum draw amount of $755,000,000. ~~This~~ ~~note~~Advances ~~bears~~on the LOC bear interest, ofon ~~17.97~~the outstanding principal balance at a rate equal to ten (10%) ~~and~~per ~~matures~~annum. inThe ~~February~~LOC has a maturity date of September 30, 2024. As of ~~February~~May 2931, 2024 and August 31, 2023, the ~~outstanding~~Company’s principal balance ~~due~~is ~~was~~$0 and $1,629,801, with a debt discount of $0 and $17473,~~588~~311, respectively.

~~The~~F-12 ~~Company~~Table ~~made payments~~ of ~~$17,588 to bring the note payable balance to $0 for the six months ended February 29, 2024.~~Contents

1011. CONVERTIBLE ~~LINE~~NOTES ~~OF CREDIT~~PAYABLE

The revolving line of credit (“LOC”) consists of notes in the principal amount of $901,176 that was paid in cash and the conversion of 12,017 of Preferred B stock into debt with a principal amount of $1,201,602. The LOC has a maximum draw amount of $5,000,000. Advances on the LOC bear interest, on the outstanding principal balance at a rate equal to ten (10%) per annum. The LOC has a maturity date of September 30, 2024. As of ~~February~~May 2931, 2024 and August 31, 2023, the Company’s ~~principal~~had ~~balance~~the isfollowing $0in ~~and~~outstanding ~~$2,103,112,~~convertible ~~with~~notes ~~a debt discount of $0 and $473,311, respectively.~~ payable:

F-13 Table of Contents

		Date of	Original		Original				Principal Balance as of
		Note	Principal		Issue			Note	May 31,			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			-
	16	5/15/2024		52,362		(2,632	)	15%, Coupon		52,362			-
	17	3/1/2024		52,362		(2,632	)	15%, Coupon		52,362			-
	18	5/16/2024		26,316		(1,316	)	15%, Coupon		26,316			-
		Less: unamortized discount								(463,418	)		-
		Total	$	3,998,977	$	(179,031	)		$	3,536,100		$	-
		Total Current							$	164,560		$	-
		Total Long Term							$	3,371,540		$	-

11*The notes have no interest rate. ~~CONVERTIBLE~~The ~~NOTES~~notes ~~PAYABLE~~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.

As** ofOn ~~February~~January 2930, 2024, ~~and~~the ~~August~~Company ~~31,~~entered ~~2023,~~into an exchange agreement with multiple debt holders whereby the Company ~~had~~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 ~~following~~date of the modification or exchange, it results in ~~outstanding~~recording ~~convertible~~an ~~notes~~extinguishment ~~payable~~gain or loss. As a result, the extinguishment charge was calculated as follows:

		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		$	-

F-13

Table of Contents

*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.

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

** 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~~loss ~~Notes~~on ~~have no interest rate but contain conversion options. Whenever an~~ exchange of debt ~~instruments~~is ~~adds a substantive conversion option or eliminates a conversion option that was substantive at~~ the ~~date~~difference ofbetween the ~~modification~~reacquisition orprice ~~exchange,~~and itthe ~~results~~carrying invalue ~~recording~~of ~~an extinguishment gain or loss. As a result,~~ the ~~extinguishment~~old ~~charge was calculated as follows:~~debt.

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

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.

~~F-14~~*** ~~Table~~The notes have no interest rate. The notes mature at the earlier of ~~Contents~~(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 loss on exchange of debt is the difference between the reacquisition price and the carrying value of the old debt~~12. SBA LOANS

The ~~notes~~Company ~~mature~~also atentered ~~the~~into ~~earlier~~a ofnormal ~~(i)~~SBA ~~December~~loan ~~31,~~during ~~2025~~2020 orwith ~~(ii) the date the Company’s shares are listed for trading on~~ a ~~National~~principal ~~Securities~~amount ~~Exchange~~of $149,900. The ~~holder~~note ~~has~~bears ~~the~~interest ~~option to convert the notes~~ at a ~~conversion~~rate ~~price~~of 3.75% 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 Exchangeannum. IfOn ~~the~~March ~~holder~~16, ~~converts at any time prior to the day the Company’s shares are listed for trading on a National Securities Exchange~~2021, the ~~conversion~~SBA ~~price~~announced isextended ~~equal~~deferment toperiods ~~the closing price closing price~~ for ~~the~~all ~~company’s~~COVID-19 ~~common~~and ~~stock~~other asdisaster ~~reported~~loans byuntil ~~its Principal Market on the trading day immediately prior to the day of conversion~~2022. Interest ~~The~~only ~~conversion~~payments ~~option~~began isin ~~not~~November ~~clearly~~2022, and ~~closely~~principal ~~related~~payments towill ~~the~~begin ~~debt~~in ~~host~~May ~~and as a result, it is required to be recorded as a derivative liability~~2055.

~~***~~Aggregate ~~The~~principal ~~notes~~maturities ~~have no interest rate. The notes mature at the earlier~~ of ~~(i) December 31, 2025 or (ii)~~ the ~~date~~SBA ~~the~~loan 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. follows:

12. SBA LOANS

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		148,438
	$	148,438

~~The~~F-14 ~~Company~~Table ~~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.Contents

~~Aggregate~~13. DERIVATIVE ~~principal~~FINANCIAL ~~maturities of the SBA loan is as follows:~~INSTRUMENTS

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

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

~~13.~~The ~~DERIVATIVE~~following ~~FINANCIAL~~tables ~~INSTRUMENTS~~summarize the components of the Company’s derivative liabilities and linked common shares as of May 31, 2024 and August 31, 2023 and the amounts that were reflected in income related to derivatives for the period ended:

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

	May 31, 2024
	Indexed		Fair
The financings giving rise to derivative financial instruments	Shares		Values
Warrant Derivatives		84,360,841	$	12,140
Redemption Feature Derivatives		18,855,687,599		3,452,217
Total		18,940,048,440	$	3,464,357

The following tables summarize the components of the Company’s derivative liabilities and linked common shares as of February 29, 2024 and August 31, 2023 and the amounts that were reflected in income related to derivatives for the period ended:

	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

	February 29, 2024
	Indexed		Fair
The financings giving rise to derivative financial instruments	Shares		Values
Warrant Derivatives		84,360,841	$	259,135
Redemption Feature Derivatives		828,554,824		2,292,356
Total		912,915,665	$	2,551,491

The following table summarizes the effects on the Company’s gain (loss) associated with changes in the fair values of the derivative financial instruments by type of financing for the three and nine months ended May 31, 2024:

	August 31, 2023
	For the Three Months Ended
	Indexed			Fair
	May 31,2024			May 31,2023
The financings giving rise to derivative financial instruments	Shares			Values
Change in fair value of derivative liability	$	(761,287	)	$	182,071
Warrant Derivatives		84,360,841		$	325,246
Loss on issuance of derivative		(38,678	)		-
Total	$	84(799,~~360,841~~965	)	$	~~325~~182,~~246~~071
	For the Nine Months Ended
	May 31,2024			May 31,2023
Change in fair value of derivative liability	$	(715,903	)	$	378,737
Loss on issuance of derivative		(86,152	)		-
Total	$	(802,055	)	$	378,737

FThe Company utilized the Black Scholes Merton (“BSM”) technique for the warrant derivatives. The significant assumptions utilized in the BSM is risk-15free ~~Table~~interest, ofvolatility, ~~Contents~~time to expiration, strike price and underlying price.

~~The~~Significant ~~following~~inputs ~~table~~and ~~summarizes~~results ~~the~~arising ~~effects~~from on the ~~Company’s~~BSM ~~gain~~calculations ~~(loss)~~are ~~associated~~as ~~with~~follows ~~changes in the fair values of the derivative financial instruments by type of financing~~ for the ~~three~~warrant ~~and~~derivatives ~~six~~classified ~~months~~in ~~ended February 28, 2024~~liabilities:

	For the Three Months Ended
	Inception Dates			Quarter Ended
	February 29, 2024				February 28, 2023
Quoted market price on valuation date	$0.0063 - $0.0091			$	0.0034
Change in fair value of derivative liability	$	32,910		$	291,214
Effective contractual conversion rates	$	0.0125		$	0.0125
Loss on issuance of derivative		(47,473	)		-
Contractual term to maturity	5 years			3.59 years
Total	$	(14,563	)	$	291,214
Market volatility:
	For the Six Months Ended
Volatility	231.20% - 233.87%			200.76% - 202.96%
	February 29, 2024				February 28, 2023
Risk-adjusted interest rate	3.84% - 4.18%				4.46	%
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~~Binomial ~~Scholes~~Lattice ~~Merton~~Model ~~(“BSM”)~~ technique for the ~~warrant~~redemption feature derivatives. The significant assumptions utilized in the ~~BSM~~lattice model is risk-free interest, volatility, time to expiration, strike price and underlying price.

~~Significant~~F-15 ~~inputs~~Table ~~and~~of ~~results arising from the BSM calculations are as follows for the warrant derivatives classified in liabilities:~~Contents

	Inception Dates	Quarter Ended
Quoted market price on valuation date	$0.0063 - $0.0091	$ 0.0034
Effective contractual conversion rates	$ 0.0125	$ 0.0125
Contractual term to maturity	5 years	3.59 years
Market volatility:
Volatility	231.20% - 233.87%	200.76% - 202.96%
Risk-adjusted interest rate	3.84% - 4.18%	4.46%

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

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.

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

~~Significant~~The ~~inputs~~following ~~and~~table ~~results~~reflects ~~arising~~the ~~from~~issuances ~~the~~of ~~lattice~~embedded ~~calculations~~derivatives ~~are~~and aschanges ~~follows~~in ~~for~~fair value inputs and assumptions related to the ~~warrant~~embedded derivatives ~~classified~~as inof ~~liabilities:~~May 31, 2024.

	Inception Dates		Quarter Ended
	Period Ended			Period Ended
Quoted market price on valuation date	$0.0033 - $0.00419		$ 0.0034
	May 31,2024			August 31,2023
Effective contractual conversion rates	$0.0033 - $0.006		$0.0033 - $0.006
Balances at beginning of period	$	325,246		$	-
Contractual term to maturity	1.44 years		1.09 years
Issuances:
Market volatility:
Warrant derivatives		-			711,590
Volatility	166.86% - 212.70%		218.22% - 267.95%
Redemption feature derivatives		2,423,208			-
Risk-adjusted interest rate	5.02% - 5.42%		4.64% - 5.30%
Conversions		-			-
Warrant exercise		-			-
Changes in fair value inputs and assumptions reflected in income		715,903			(386,344	)
Balances at end of period	$	3,464,357		$	325,246

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

	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

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.

~~F-16~~Related ~~Table~~party ~~of Contents~~advances

14Amounts due to related parties were $303,849 and $210,667 as of May 31, 2024 and August 31, 2023, respectively. ~~RELATED~~These ~~PARTIES~~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 nine months ended May 31, 2024 is $2,123 and $5,115, respectively. Interest expense for the three months and nine months ended May 31, 2023 was $0.

~~The Board of Directors has adopted a written related party transaction policy~~15. COMMITMENTS ~~This~~AND policy applies to all transactions that qualify for disclosure. Information about transactions involving related persons is reviewed by management. Related persons include Company directors and executive officers, as well as their immediate family members. If a related person has a direct or indirect material interest in any Company transaction, then management would decide whether or not to approve or ratify the transaction. Amounts due to related parties were $264,823 and $210,667 as of February 29, 2024 and August 31, 2023, respectively. These amounts are considered a current liability and are amounts not necessarily what third parties would have agreed to. These related party notes payable carry a 10% interest rate. Interest expense for the three months and six months ended February 29, 2024 is $2,123 and $5,115, respectively. Interest expense for the three months and six months ended February 28, 2023 was $0.CONTINGENCIES

15During the normal course of business, the Company may be exposed to litigation. ~~COMMITMENTS~~When ~~AND~~the ~~CONTINGENCIES~~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.

~~During~~As ~~the~~of ~~normal~~August ~~course~~31, ~~of business~~2023, the Company ~~may~~has berecognized ~~exposed~~a contingent liability related to ~~litigation.~~a ~~When~~contractual ~~the~~agreement ~~Company~~with ~~becomes~~a ~~aware~~customer. Under the terms of ~~potential~~this ~~litigation~~agreement, itBusiness ~~evaluates~~Warrior ~~the~~Corporation ~~merits~~is ofobliged ~~the~~to ~~case~~ensure inthat ~~accordance~~customer’s ~~with~~revenue ~~ASC~~share ~~450-20-50,~~percentage ~~Contingencies.~~yields ~~The~~payments ~~Company~~totaling ~~evaluates~~a ~~its~~minimum ~~exposure~~of to$3,000,000 ~~the~~by ~~matter~~December 31, ~~possible~~2023 ~~legal~~(the or“Penalty ~~settlement~~Date”). ~~strategies~~Should ~~and~~ the ~~likelihood~~payments ofaccrued anto ~~unfavorable~~the ~~outcome.~~customer Ifby the ~~Company~~Penalty ~~determines~~Date ~~that~~fall anshort ~~unfavorable~~of ~~outcome~~this threshold, Business Warrior Funding is ~~probable~~committed ~~and~~to ~~can~~remitting bea ~~reasonably~~penalty ~~estimated~~equivalent to the shortfall. The deadline for this penalty payment, itif ~~establishes~~applicable, ~~the~~was ~~necessary~~set ~~accruals~~for March 1, 2024.

AsThe ~~of August 31, 2023, the~~ Company has ~~recognized~~accrued ~~a contingent liability related to a contractual agreement with a customer. Under~~ the ~~terms~~full ~~of this agreement, Business Warrior Corporation is obliged to ensure that customer’s revenue share percentage yields payments totaling a minimum of~~ $3,000,000 byand ~~December~~is ~~31,~~currently ~~2023~~disputing (the ~~“Penalty~~total ~~Date”).~~liability ~~Should~~amount ~~the~~under ~~payments~~this ~~accrued~~agreement. toThe ~~the~~two ~~customer~~parties byare ~~the~~engaged ~~Penalty~~in ~~Date~~a ~~fall~~legal ~~short~~dispute ofregarding ~~this~~the ~~threshold,~~performance ~~Business~~and ~~Warrior~~terms ~~Funding~~of ~~is committed to remitting a penalty equivalent to~~ the ~~shortfall~~contract. The ~~deadline~~outcome ~~for~~of this ~~penalty~~dispute ~~payment,~~could ifpotentially ~~applicable,~~alter ~~was~~the ~~set~~accrued ~~for~~contract ~~March 1, 2024~~obligation.

~~The~~F-16 ~~Company~~Table ~~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.Contents

16. LEGAL PROCEEDINGS

OnBusiness ~~November~~Warrior ~~28,~~Corporation ~~2022,~~vs. ~~the~~Timothy ~~Company~~Li, ~~filed~~CASE a#: ~~complaint~~8:22-cv-02144-DOC-ADS, in United ~~States~~Stated 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.

InOn aNovember ~~recent~~28, ~~settlement~~2022, onthe ~~September~~Company ~~24,~~filed ~~2024,~~a ~~Business~~complaint ~~Warrior~~in ~~Corporation~~United ~~(BWC)~~States ~~and~~District ~~multiple~~Court ~~associated~~for ~~parties~~the ~~have~~Central ~~resolved~~District ~~ongoing~~of ~~disputes~~California, ~~across~~against ~~several~~Timothy ~~legal~~Li, ~~cases.~~alleging ~~This~~breach ~~settlement~~of ~~includes~~fiduciary ~~actions~~duty, ~~filed~~fraudulent inconcealment, ~~both~~civil ~~federal~~theft ~~and~~under ~~state~~California ~~courts~~Penal ~~involving~~Code ~~claims~~§§484 and ~~counterclaims~~496, ~~among~~breach ~~BWC,~~of ~~FluidFi,~~duty ~~Constellation~~of loyalty, ~~Timothy~~and Liunfair competition in violation of CA Bus, ~~and~~& ~~other~~Prof. ~~parties~~Code §§17200 et seq., ~~The~~in ~~terms~~connection ~~encompass~~with the ~~dismissal~~acquisition of ~~all~~FluidFi ~~claims~~Inc. d/b/a Alchemy and the ~~mutual~~transfer ~~release~~by ofTimothy ~~all~~Li ~~parties~~of $200,000 from ~~further~~accounts ~~liability,~~of ~~effectively~~FluidFi ~~bringing~~to ~~closure~~Timothy toLi aafter ~~series~~the closing of ~~protracted litigations~~acquisition.

~~The~~Mbocal ~~following~~And ~~details~~JKB ~~associated~~Financial, ~~with~~Inc. ~~the~~Dba ~~settlement~~Level ~~have~~Finance, ~~been~~v. ~~reflected~~Fluidfi, inInc., ~~the~~Dba ~~current~~Alchemy ~~period’s~~Technologies; ~~financial~~Business ~~statement:~~Warrior, Inc., and Business Warrior Funding, Inc.

·Case ~~BZWR Series C Preferred Stock: Constellation will surrender, and Business Warrior Corporation will cancel, 50,000 shares of Series C Preferred Stock~~No. ~~Additionally, Constellation waives all past and future dividends associated with these shares. As of November~~ 30-2023-01322081-CU-FR-CJC, ~~2024,~~Superior ~~the~~Court ~~Company recorded a $495,833 Accrued Dividends Payable that would have been due if the original terms~~ of ~~the agreement were met. However~~California, ~~this~~Orange ~~will be cancelled which will result in a zero accrued dividends payable balance~~County, 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.California

~~Management~~On ~~evaluates~~April ~~legal~~25, ~~proceedings~~2023, onMBOCAL anand ~~ongoing~~JKB ~~basis~~Financial Inc. filed a lawsuit against FluidFi and ~~makes~~two ~~provisions~~of ~~for~~the ~~estimated~~Company’s ~~losses~~subsidiaries ~~when~~regarding ~~those~~a ~~losses~~contract ~~are~~entered ~~both~~into ~~probable~~by ~~and~~FluidFi ~~reasonably~~prior ~~estimable.~~to ~~The~~the ~~ultimate~~Company’s ~~resolution~~acquisition of ~~these~~FluidFi. ~~legal~~Plaintiffs ~~proceedings~~are ~~may~~alleging ~~differ~~fraud, ~~from~~fraudulent ~~current~~business ~~estimates~~practices, and ~~changes~~breach inof ~~these~~written ~~estimates~~contract. ~~could~~The ~~materially~~complaint ~~impact~~alleges that the contract at issue was entered into by Fluidfi and the Plaintiffs on August 10, 2020. The Company’s ~~financial~~is ~~position~~vigorously defending the action and ~~results~~will ofseek ~~operations~~indemnification for any adverse outcome.

~~F-17~~In ~~Table~~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 ~~Contents~~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.

17Adam Spencer, ELEV8 Advisors Group LLC, EVRGRN Industries LLC v Business Warrior Corporation, Case No. ~~WARRANTS~~CV2024-001136, Superior Court of Arizona, Maricopa County, Arizona

AsOn ofJanuary ~~February 29~~26, 2024, ~~and~~Business ~~August~~Warrior ~~31,~~Corporation ~~2023,~~was ~~the~~named ~~Company~~in ~~had~~a ~~84,374,212~~lawsuit ~~outstanding,~~filed ~~respectively.~~by ~~The~~Adam ~~warrants~~Spencer, ~~which~~ELEV8 ~~were~~Advisors ~~issued~~Group ~~in 2023~~LLC, ~~were~~EVRGRN ~~valued~~Industries ~~using~~LLC, aand ~~Black-Scholes~~derivatively ~~Merton~~on ~~(“BSM”)~~behalf ~~model.~~of ~~The~~Business ~~initial~~Warrior, ~~fair~~alleging ~~value~~various causes of ~~$711,591~~action ~~was~~related ~~recorded~~to inthe ~~derivative~~Company’s ~~liabilities~~prior ondisclosed ~~the~~agreements ~~balance~~with ~~sheet~~EVRGRN and ELEV8. The ~~warrants~~resolution ~~are~~of ~~marked~~this todispute ~~market~~may ~~each~~influence ~~reporting~~the ~~period~~contingent ~~with~~liability ~~the~~recorded ~~changes~~with inEVRGRN. ~~fair~~The ~~value~~Company ~~recorded~~believes inthat the ~~statement~~lawsuit ofis ~~operations.~~without ~~The~~merit ~~warrants~~and ~~have~~is anvigorously ~~exercise~~defending ~~price of $0~~it.~~0125~~ ~~per~~The ~~share~~Company ~~and~~is ~~have~~also ancontemplating ~~expiration~~filing ~~period~~a ofcounterclaim 5in ~~years~~this matter.

	Number of Shares		Weighted Average Exercise Price		Weighted Average Remaining Contractual Life
Warrants Outstanding – August 31, 2023		84,374,212	$	0.0125	5.00 Years
Issued		-
Exercised		-
Expired		-
Warrants Outstanding – February 29, 2024		84,374,212	$	0.0125	5.00 Years
Outstanding Exercisable – February 29, 2024		84,374,212	$	0.0125	5.00 Years

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

18On April 5, 2024, American Express Travel Related Services Company, Inc. ~~REVENUE~~filed a lawsuit against Business Warrior Corporation for breach of a commercial credit agreement seeking judgment for the sum of $72,186 plus legal fees. Business Warrior Corporation is working to settle this case and expect to pay the full amount extended over multiple years to minimize the monthly cash flow required.

~~The~~Other ~~Company’s~~than ~~operations primarily consist of providing Software~~ as aset ~~Service~~forth ~~(“SaaS”)~~above, ~~Software~~we ~~development,~~are ~~and~~not ~~Marketing~~a ~~services.~~party ~~The~~to ~~following~~any ~~table~~material ~~disaggregates~~legal ~~the~~proceedings, ~~Company’s~~nor ~~revenue~~is byour ~~service~~property ~~type for~~ the ~~three~~subject ~~and~~of ~~six~~any ~~months~~material ~~ended~~legal ~~February 29, 2024 and February 28, 2023:~~proceeding.

	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

F-17

Table of Contents

1917. ~~EQUITY~~ WARRANTS

~~Series~~As Aof ~~preferred~~May ~~shares~~31, 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.

As of February 29, 2024 and August 31, 2023, 15,500 shares were issued and outstanding with a par value of $0.001 These shares were authorized in 2020 and each share is convertible into 0.1% of the total number of shares of common stock outstanding at the time of conversion. Each holder of these preferred shares shall be entitled to cast the number of votes equal to the number of whole shares of common stock into which the shares of Series A preferred stock held by each holder are convertible.

	Number of Shares		Weighted Average Exercise Price		Weighted Average Remaining Contractual Life
Warrants Outstanding – August 31, 2023		84,374,212	$	0.0125	5.00 Years
Issued		-
Exercised		-
Expired		-
Warrants Outstanding – May 31, 2024		84,374,212	$	0.0125	3.38 Years
Outstanding Exercisable – May 31, 2024		84,374,212	$	0.0125	3.38 Years

~~Series B preferred shares~~18. REVENUE

InThe ~~May 2022, the~~ Company’s ~~authorized~~operations ~~100,000~~primarily ~~shares~~consist of ~~the~~providing ~~Series~~Software Bas ~~preferred~~a ~~stock~~Service ~~with~~(“SaaS”), aSoftware ~~par~~development, ~~value~~and ofMarketing $0services.~~001.~~ AsThe offollowing ~~February~~table ~~29,~~disaggregates ~~2024 and August 31, 2023,~~ the Company’s ~~has~~revenue 0,by ~~respectively,~~service ~~Preferred~~type Bfor ~~shares~~the ~~issued~~three and ~~outstanding.~~nine ~~Each~~months ~~share~~ended ~~shall~~May ~~be convertible~~31, at2024 ~~the option of the holder into the number of fully paid~~ and ~~nonassessable~~May ~~shares of common stock that have fair market value~~31, ~~in the aggregate, equal to the Series B conversion price.~~2023:

Series C preferred shares

	Three months ended				Nine months ended
	May 31,		May 31,		May 31,		May 31,
	2024		2023		2024		2023

SaaS and Software development	$	287,590	$	368,426	$	1,113,374	$	1,623,351
Marketing services		267,539		542,293		1,239,084		1,620,391
Total revenue	$	555,129	$	910,719	$	2,352,458	$	3,243,742

InF-18 ~~June~~Table ~~2022, the Company authorized 50,000 shares~~ of the Series C preferred stock with a stated value of $100 per share and a par value of $0.001. As of February 29, 2024 and August 31, 2023, the Company has 0 and 50,000 Preferred C shares issued and outstanding, respectively. Each holder of outstanding shares of Series C preferred stock shall be entitled to cast the number of votes equal to the number of whole shares of common stock into which the shares of Series C preferred stock held by such holder are convertible.Contents

~~F-18 Table of Contents~~19. EQUITY

~~Stock~~Series ~~options~~A preferred shares

~~The~~As ~~Company~~of ~~selected~~May ~~the~~31, ~~Black-Scholes-Merton~~2024 ~~(“BSM”)~~and ~~valuation~~August ~~technique~~31, to2023, ~~calculate~~15,500 ~~the~~shares ~~grant~~were ~~date~~issued ~~fair~~and ~~values~~outstanding ~~for~~with ~~the~~a ~~stock~~par ~~options~~value ~~because~~of it$0.001 ~~believes~~These ~~that~~shares ~~this~~were ~~technique~~authorized in 2020 and each share is ~~reflective~~convertible ofinto ~~all~~0.1% of the ~~inputs~~total ~~that~~number ~~market~~of ~~participants~~shares ~~would~~of ~~likely~~common ~~consider~~stock inoutstanding ~~transactions~~at ~~involving~~the ~~warrants~~time of conversion. ~~The~~Each ~~inputs~~holder ~~include~~of ~~the~~these ~~strike~~preferred ~~price,~~shares ~~underlying~~shall ~~price,~~be ~~term~~entitled to ~~expiration,~~cast ~~volatility,~~the ~~and~~number ~~risk-free~~of ~~interest~~votes ~~rate~~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.

~~20.~~Series ~~CONCENTRATIONS~~B preferred shares

~~For~~In ~~the~~May ~~three~~2022, ~~months~~the ~~ended~~Company ~~February~~authorized 29100,000 ~~2024~~shares ~~and~~of ~~February 28 2023,~~ the ~~Company~~Series ~~had~~B ~~three~~preferred ~~customers~~stock ~~representing~~with ~~19%~~a ~~and~~par ~~two~~value ~~customers~~of ~~representing 11%, respectively~~$0.001. ~~For~~As ~~the~~of ~~six~~May ~~months ended February 29~~31, 2024 and ~~February~~August 2831, 2023, the Company ~~had~~has ~~two~~zero, ~~customers~~respectively, ~~representing~~Preferred ~~20%~~B ofshares ~~total~~issued ~~revenue~~ and ~~three~~outstanding. ~~customers~~Each ~~representing~~share ~~34%%~~shall ofbe ~~total revenue~~convertible, ~~respectively.~~at ~~For~~ the ~~six~~option ~~months~~of ~~ended~~the ~~February~~holder ~~29,~~into ~~2024,~~ the ~~Company~~number ~~had~~of ~~one~~fully ~~customer~~paid ~~representing~~and ~~34%~~nonassessable shares of ~~total~~common ~~accounts~~stock ~~receivable~~that ~~and~~have ~~three~~fair ~~customers~~market ~~representing~~value, ~~60%~~in ofthe ~~total~~aggregate, ~~accounts~~equal ~~receivable~~to asthe ofSeries ~~August~~B ~~31,~~conversion ~~2023~~price.

~~21.~~Series ~~INCOME~~C ~~TAXES~~preferred shares

~~Deferred~~In ~~taxes~~June ~~are~~2022, ~~provided~~the onCompany aauthorized ~~liability~~50,000 ~~method~~shares ~~whereby~~of ~~deferred~~the ~~tax~~Series ~~assets~~C ~~are~~preferred ~~recognized~~stock ~~for~~with ~~temporary~~a ~~differences~~stated ~~and~~value ~~operating~~of ~~loss~~$100 ~~and~~per ~~tax~~share ~~credit carry forwards~~ and ~~deferred~~a ~~tax~~par ~~liabilities~~value ~~are~~of ~~recognized~~$0.001. ~~for~~As ~~taxable~~of ~~temporary~~May ~~differences.~~31, ~~Temporary~~2024 ~~differences~~and ~~are~~August ~~the~~31, ~~differences~~2023, ~~between~~ the ~~reported~~Company ~~amounts~~has ofzero ~~assets~~ and ~~liabilities~~50,000 ~~and~~Preferred ~~their~~C ~~tax~~shares ~~bases.~~issued ~~Deferred~~and ~~tax assets are reduced by a valuation allowance when~~outstanding, inrespectively. ~~the~~Each ~~opinion~~holder of ~~management,~~outstanding itshares ~~is more likely than not that some portion or all~~ of ~~the~~Series ~~deferred~~C ~~tax~~preferred ~~assets~~stock ~~will~~shall ~~not~~ be ~~realized.~~entitled ~~Deferred~~to ~~tax~~cast ~~assets~~the ~~and~~number ~~liabilities~~of ~~are~~votes ~~adjusted~~equal ~~for~~to the ~~effects~~number of ~~changes~~whole inshares ~~tax~~of ~~laws~~common ~~and~~stock ~~rates~~into onwhich the ~~date~~shares of ~~enactment.~~Series ~~The~~C ~~U.S.~~preferred ~~Federal~~stock ~~income~~held ~~tax~~by ~~rate~~such isholder ~~21%~~are convertible.

~~The~~Stock ~~provision for Federal income tax consists of the following three months and six months ended February 29, 2024 and February 28, 2023, respectively.~~options

The Company ~~files~~selected ~~income~~the ~~tax~~Black-Scholes-Merton ~~returns~~(“BSM”) ~~for~~valuation ~~federal~~technique ~~purposes~~to ~~and~~calculate inthe ~~many~~grant ~~states.~~date ~~The~~fair ~~Company’s~~values ~~tax~~for ~~filings~~the ~~remain~~stock ~~subject~~options tobecause ~~examination~~it bybelieves ~~applicable~~that ~~tax~~this ~~authorities~~technique ~~for~~is ~~certain~~reflective ~~length~~ of ~~time,~~all ~~generally~~the ~~three~~inputs tothat ~~four~~market ~~years,~~participants ~~following~~would ~~the~~likely ~~tax~~consider ~~year~~in totransactions ~~which~~involving ~~these filings related~~warrants. The ~~statute~~inputs ofinclude ~~limitations for adjustment of~~ the ~~net~~strike ~~operating losses utilized on these tax returns remains open an additional three to four years~~price, ~~depending~~underlying ~~on jurisdiction~~price, ~~from~~term ~~the~~to ~~date these returns were filed. As of February 29~~expiration, ~~2024~~volatility, ~~the~~and ~~tax~~risk-free ~~returns~~interest ~~for year ended August 31, 2023 have not been filed~~rate.

2220. ~~SUBSEQUENT EVENTS~~ CONCENTRATIONS

~~Subsequent~~For to the ~~Company’s~~three ~~second~~months ~~quarter~~ended ~~and~~May ~~through~~31, ~~the~~2024 ~~date~~and ~~of this report~~2023, the Company ~~entered~~had ~~into~~two ~~Unsecured~~customers ~~Convertible~~representing ~~Promissory~~37% ~~Notes~~and inone ~~the~~customer ~~total~~representing ~~principal~~14% ~~amount~~ of ~~$131,579.~~total ~~Each~~revenue offor the ~~notes was subject to a 5% OID resulting in net proceeds to the Company of $125~~period,~~000,~~ ~~and bear interest at a rate equal to fifteen percent per annum~~respectively. ~~The~~For ~~Notes~~the ~~mature~~nine onmonths ~~December~~ended May 31, ~~2025,~~2024 and ~~are~~2023, ~~convertible at a price per share shall be equal to~~ the ~~Closing Price for the~~ Company’s ~~Common~~had ~~Stock~~one ascustomer ~~reported~~representing by17% ~~its~~of ~~Principal~~total ~~Market~~revenue onand ~~the~~one ~~trading~~customer ~~day~~representing ~~immediately~~14% ~~prior~~of tototal ~~closing~~revenue, respectively. ~~Notwithstanding~~For the ~~foregoing,~~nine ifmonths ~~Thirty~~ended ~~(30)~~May ~~calendar days~~31, ~~Sixty (60) calendar days~~2024, ~~Ninety~~and ~~(90)~~May ~~calendar days~~31, ~~One~~2023 ~~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~~had isthree ~~listed~~customers onrepresenting a61% ~~national~~of ~~market~~total ~~system~~accounts ~~exchange~~receivable ~~(the~~and ~~“Adjustment~~three ~~Dates”),~~customers ~~the~~representing 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 15033% of ~~the~~total ~~minimum~~accounts ~~bid~~receivable, ~~price requirement of the Principal Market for the Company’s Common Stock~~respectively.

~~In May of 2024, the Company entered into Unsecured Convertible Promissory Notes in the total principal amount of $75,000~~21. INCOME 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.TAXES

~~F-19~~Deferred ~~Table~~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 ~~Contents~~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%.

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 thirtyF-~~six~~19 ~~months.~~Table ~~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.Contents

~~Additionally,~~The ~~the~~provision ~~Company~~for ~~entered~~Federal ~~into~~income tax consists of the following ~~additional~~three ~~Unsecured~~months ~~Promissory~~and ~~Notes~~nine months ended May 31, 2024 and May 31, 2023, respectively:

· $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.

	For the three months ended						For the nine months ended
	May 31,			May 31,			May 31,			May 31,
Federal income taxes attributable to:	2024			2023			2024			2023
Current operations	$	556,601		$	52,353		$	1,227,504		$	784,517
Less: valuation allowance		(556,601	)		(52,353	)		(1,227,504	)		(784,517	)
Net provision for federal income taxes	$	-		$	-		$	-		$	-

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.

	For the three months ended						For the six months ended
	May 31,			May 31,			May 31,			May 31,
	2024			2023			2024			2023

U.S. statutory federal income tax rate		21.0	%		21.0	%		21.0	%		21.0	%
State income tax rate net of federal		-			-			-			-
Income tax expense (benefit) for the period		21.0	%		21.0	%		21.0	%		21.0	%

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.

	May 31,			August 31,
	2024			2023
Net operating loss carryover	$	3,796,009		$	2,568,505
Less: valuation allowance	$	(3,796,009	)		(2,568,505	)
Net deferred income taxes	$	-		$	-

OnThe ~~August~~Company 2files 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, ~~2024~~generally three to four years, following the ~~Company~~tax ~~filed~~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 ~~8-K~~additional ~~report~~three ~~outlining~~to four years, depending on jurisdiction, from the ~~terms~~date these returns were filed. As of aMay ~~merger~~31, ~~with~~2024, ~~Innovative~~the ~~Payment~~tax ~~Solutions~~returns ~~(IPSI)~~for year ended August 31, 2023 have not been filed.

InF-20 aTable 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.~~Contents

~~Key~~22. SUBSEQUENT ~~Settlement Terms and Case Details~~EVENTS

·	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.

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.

~~Settlement~~Additionally, ~~Highlights~~the Company entered into the following additional Unsecured Promissory Notes:

· ~~BZWR~~$30,000 ~~Series~~principal ~~C Preferred Stock~~amount: ~~Constellation~~Interest ~~will~~rate ~~surrender,~~equal ~~and~~to ~~Business~~eight ~~Warrior~~percent ~~Corporation~~per ~~will cancel~~annum, ~~50,000~~with ~~shares~~a ofballoon ~~Series~~payment Cdue ~~Preferred~~on ~~Stock.~~November ~~Additionally~~1, ~~Constellation~~2024. ~~waives~~There ~~all~~are ~~past~~no ~~and~~convertible ~~future~~terms ~~dividends~~ associated with ~~these~~this ~~shares~~note. As· ~~of November 30~~$35,000 ~~2024,~~principal ~~the~~amount ~~Company~~on ~~recorded~~August ~~a $495~~9,~~833~~ ~~Accrued~~2024: ~~Dividends~~Interest ~~Payable~~rate ~~that~~equal ~~would~~to ~~have~~eight ~~been~~percent ~~due~~per ifannum, ~~the~~with ~~original~~a ~~terms~~balloon ofpayment ~~the~~due ~~agreement~~on ~~were~~January ~~met. However~~1, ~~this~~2025. ~~will~~There beare ~~cancelled~~no ~~which~~convertible ~~will~~terms ~~result~~associated ~~in a zero accrued dividends payable balance, along~~ with ~~the~~this ~~reduction~~note. of· ~~the~~ $50,000 ~~shares~~principal ofamount ~~Series~~on CSeptember ~~Preferred Stock~~6, to2024: ~~zero.~~Interest ·rate ~~Release~~equal ofto ~~Claims:~~eight ~~Timothy~~percent Liper ~~will~~annum, ~~release~~with ~~all~~a ~~wage~~balloon ~~and~~payment ~~hour~~due ~~claims~~on ~~against~~February ~~BWC~~1, ~~FluidFi, and other parties~~2025. ~~Constellation~~There ~~also~~are ~~releases~~no ~~BWC~~convertible ~~and~~terms ~~FluidFi~~associated ~~from~~with ~~any~~this ~~claims~~note. ~~related~~· to$15,000 ~~the~~principal ~~lease~~amount ofon ~~the~~September ~~property~~10, at2024: ~~732~~Interest ~~East~~rate ~~Utah~~equal ~~Valley~~to ~~Drive,~~eight ~~Suite~~percent ~~400,~~per ~~American Fork~~annum, ~~Utah,~~with ~~which~~a ~~had~~balloon anpayment ~~amount~~ due ofon $9February 1,~~248~~ in2024. ~~Accounts~~There ~~Payable~~are ~~and~~no ~~Accrued~~convertible ~~Liabilities~~terms ~~which~~associated iswith ~~now~~this ~~zero~~note. · ~~Settlement Payments: Constellation and Li will pay~~ $~~100~~50,000 toprincipal ~~MBOCAL~~amount ~~and~~on ~~LEVEL.~~November ~~Separately~~27, ~~BWC~~2024: ~~will~~Interest ~~make~~rate aequal ~~$60,000 payment~~ to ~~these~~eight ~~parties.~~percent ·per ~~Finalization~~annum, ~~and~~with ~~Dismissal:~~a ~~The~~balloon ~~agreement,~~payment ~~fully~~due ~~executed~~ on ~~September~~April 2427, ~~2024,~~2025. ~~requires~~There ~~all~~are ~~parties~~no toconvertible ~~file~~terms ~~for~~associated ~~dismissal~~ with ~~prejudice~~this ~~in both the federal and state actions, effectively concluding these cases~~note.

~~F-20~~As of the date of this filing, the Company has not repaid any of the matured notes and has been notified by IPSI that it is in default on the outstanding obligations. The Company plans to work with IPSI to negotiate mutually agreeable terms for a consolidated note that would restructure the outstanding balances and establish revised repayment terms. Management believes that restructuring these obligations will provide the Company with additional flexibility in managing its liquidity while maintaining a positive relationship with the lender. However, there is no assurance that the Company will reach an agreement with IPSI on revised terms. If an agreement is not reached, IPSI may pursue additional remedies available under the terms of the 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). On January 22, 2025, the Company and IPSI mutually agreed to terminate the Agreement and Plan of Merger, which was originally signed on July 28, 2024. This decision was made in the best interest of both parties and reflects a shared understanding that discontinuing the merger is the most prudent course of action. The termination of the Merger Agreement also includes the termination of agreements among certain stockholders of Business Warrior, including CEO Rhett Doolittle and President Jonathan Brooks, regarding their commitment to vote in favor of the merger and related transactions. The Company does not anticipate any material adverse effects from the termination of the merger, and management will continue to focus on its core operations and strategic initiatives.

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.

F-21

Table of Contents

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

On February 14, 2025, the Company entered into an Exclusive License Agreement with a third party (the "Licensee"), granting them the exclusive right to market, sell, and distribute the Company's proprietary financial technology platform, PayPlan, along with associated marketing services and legacy software.

Under the terms of the agreement, the Licensee will assume the Company’s existing customers and pay the Company a license fee that covers the Company’s employee and technology costs plus 30% of the Licensee’s net margin derived from the licensed products each month. Additionally, the Company received an initial fee of $200,000 as part of the licensing agreement.

The initial term of the agreement is twelve (12) months, with automatic renewal for up to two additional twelve-month terms, unless either party provides at least sixty (60) days' notice of termination. The agreement also includes a right of first refusal for licensing opportunities outside of the United States.

This agreement is intended to allow the Company to focus on scaling PayPlan, improving financial performance, and working toward SEC filing regulations and recommencing trading with the submission and approval of a 15c-211 by FINRA filed through a market maker.

The Company retains ownership of all intellectual property related to PayPlan and its associated products. The agreement also allows the Licensee to sublicense the products on a Software-as-a-Service (SaaS) basis. Furthermore, the agreement includes provisions for confidentiality, compliance, financial reporting, and a buyback option, under which the Company may repurchase the license after six months under specified conditions.

Subsequent to the period ended May 31, 2024, Business Warrior Corporation entered into several promissory notes with Innovative Payment Systems, Inc. (“IPSI”), as follows:

June 19, 2024 – The Company issued a $30,000 promissory note bearing 8% annual interest, maturing on November 1, 2024

August 9, 2024 – The Company issued a $35,000 promissory note bearing 8% annual interest, maturing on January 1, 2025

September 6, 2024 – The Company issued a $50,000 promissory note bearing 8% annual interest, maturing on February 1, 2025

September 10, 2024 – The Company issued a $15,000 promissory note bearing 8% annual interest, maturing on February 1, 2025

November 27, 2024 – The Company issued a $50,000 promissory note bearing 8% annual interest, maturing on April 27, 2025

F-22

Table of Contents

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

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

Results of Operations

For the Three Months Ended ~~February~~May 2931, 2024 and ~~February 28,~~ 2023

Revenues

For the three months ended ~~February~~May 2931, 2024, and ~~February 28~~2023, ~~2023~~we ~~the Company~~ had revenues of $~~678~~555,~~276~~129 and $~~877~~910,~~281,~~719 respectively. The ~~decrease~~majority ~~is a result~~ of ~~a loss of clients in~~ the ~~FluidFi~~decrease ~~subsidiary~~is due to the ~~previous~~loss ~~ownership~~of ~~groups~~marketing ~~commitments~~agency torevenue ~~clients~~from ~~that~~the ~~were~~Helix ~~impossible~~division. toThis ~~achieve,~~revenue ~~coupled~~was ~~with~~not anprofitable ~~overall~~and ~~objective~~enabled of the Company to ~~only~~reduce ~~keep~~the ~~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~~and ~~the~~other ~~three~~expenses ~~months~~to ~~ended~~contribute ~~February~~to ~~29,~~our ~~2024~~plan ~~was $506,916, compared~~ to ~~$609,208~~reach ~~for~~profitability ~~the~~as ~~three~~quickly ~~months~~as ~~ended February 28, 2023, which is in relation to the decrease in revenue~~possible.

Operating Expenses

~~Operating~~For ~~expenses for~~ the three months ~~period~~ended ~~ending~~May ~~on February 29~~31, 2024 ~~were $749~~,~~283~~ ~~down~~and ~~from $983~~2023,~~920~~ ~~for~~we ~~the~~had ~~three~~operating ~~months~~expenses ~~ended February 28~~of $694,994 ~~2023. This reduction was due to lower salaries~~ and ~~wages~~ $787,932, ~~which~~a ~~decreased~~decrease ~~from~~of ~~$611~~12%,~~600~~ toprimarily ~~$407,489.~~due ~~Professional~~to ~~services also saw~~ a ~~notable~~decrease ~~reduction~~of ~~from~~ $~~139~~91,~~970~~882 toin ~~$114,794, and~~ general and administrative expenses ~~decreased~~and ~~from~~ $~~206~~18,~~342~~937 toin ~~$148,431,~~advertising ~~reflecting the Company’s efforts to streamline operations~~ and ~~reduce overhead costs~~promotion. ~~Professional~~These ~~services~~decreases ~~expenses~~were ~~increased~~all ~~to $157,910 from $101,635,~~ due to anoperational ~~increase~~efficiencies inattained ~~legal~~from ~~expenses.~~the ~~The~~acquisitions, ~~net~~cost ~~effect~~cutting ~~was~~measures, and a ~~decrease~~reduction in ~~the~~Company ~~operating~~marketing ~~loss~~while ~~for~~we ~~the~~focused ~~period~~on ~~ending~~building ~~February~~and ~~29,~~releasing ~~2024~~our ofnew ~~$137,789~~product ~~compared to the period ended February 28, 2023~~(PayPlan). This iswas ~~the~~offset ~~second~~by ~~period~~an inincrease ~~a row that The Company has had a significant reduction~~ in ~~operating~~professional ~~losses~~services ~~for~~of ~~the~~$24,405 ~~period~~due ~~as it seeks~~ to ~~achieve~~an ~~its~~increase ~~goal~~in ofattorney ~~reaching profitability as efficiently~~ and ~~promptly~~accounting ~~as possible~~fees.

Net Loss

~~For~~Our Net income (Loss) for the three months ended ~~February~~May 2931, 2024, and ~~February 28~~2023, ~~2023~~was ~~we had Net (Loss) of~~ $(31,~~194~~627,~~774~~912) ~~and~~versus $(2249,~~496,253~~300) respectively. The majority of the ~~increased~~increase ~~net~~is ~~loss was~~ attributable to an in increase in ~~interest~~other ~~expense~~expenses ~~from~~of $951,~~327~~359,922 inwhich ~~the~~was ~~previous~~primarily ~~year~~attributable ~~compared~~ to ~~$465,554~~an inincrease ~~the~~of ~~current period~~$152,515 ~~which~~in isinterest ~~attributable~~expenses toand ~~the~~an ~~Company~~increase ~~renegotiating~~of ~~terms on some institutional debt~~$982,036 soin nothe ~~monthly~~change ~~payments~~of ~~would~~fair bevalue ~~due~~of ~~until~~a ~~December~~derivative ~~of 2025~~liability.

3For the Nine Months Ended May 31, 2024 and 2023

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

Revenues

For the ~~six~~nine months ended ~~February~~May 2931, 2024, and ~~February 28,~~ 2023, ~~the~~we ~~Company~~ had revenues of $12,~~797~~352,~~329~~458 and $23,~~333~~243,~~023,~~742 respectively. The decrease iswas adue ~~result~~to of$469,697 ~~a loss~~ of ~~clients~~revenue accrued in the ~~FluidFi~~prior ~~subsidiary~~year ~~due~~from ~~the~~one ~~previous~~client ~~ownership~~on ~~groups~~a ~~commitments~~12-month tocontract ~~clients~~ that ~~were~~ended ~~impossible~~in toOctober ~~achieve~~of 2022, ~~coupled~~so ~~with~~$0 anwas ~~overall~~represented ~~objective~~in the current 9-month period. The Alchemy division experienced a decrease of ~~the~~$470,742 ~~Company~~due to ~~only~~the ~~keep~~fallout ~~clients~~from ~~software~~the ~~projects~~loss ~~that~~of ~~could~~clients beand ~~served~~misrepresentation atof athe ~~profit~~inherited orproduct adevelopment ~~return~~from onthe ~~investment~~previous inownership agroup ~~reasonable~~that ~~amount~~we ofacquired ~~time~~Alchemy from. The Helix division had a decrease of $388,807 in ~~cost~~marketing ofagency ~~sales~~revenue ~~for~~compared to the ~~six~~previous ~~months~~period. ~~ended~~The ~~February~~decreases ~~29,~~were ~~2024~~slightly ~~was~~offset by a net positive increase of $~~306~~297,~~647,~~500 ~~which~~in isrevenue ingenerated ~~relation~~by PayPlan compared to the ~~decrease~~previous ~~in revenue~~period.

Operating Expenses

~~Operating~~For ~~expenses for~~ the ~~six~~nine months ~~period~~ended ~~ending~~May on31, ~~February~~2024, 29and 2023, ~~2024~~we ~~were~~had operating expenses of $12,~~525~~177,~~343~~357 ~~down~~and ~~from~~ $2,~~154~~942,~~776~~708, ~~for~~a ~~the~~decrease ~~six~~of ~~months ended February 28~~26%, ~~2023. This reduction was~~ due to ~~lower~~a decrease in salaries and wages, ~~which decreased from $1,389,907 to $858,739.~~ General and ~~administrative~~Administrative expenses ~~decreased from $431~~,~~010~~ toand ~~$277,503~~advertising ~~reflecting the Company’s efforts to streamline operations~~ and ~~reduce overhead costs~~promotion. ~~Professional~~These ~~services~~decreases ~~expenses~~were ~~increased~~all due to ~~$272,704~~operational ~~from~~efficiencies ~~$241,605,~~attained ~~due~~from tothe anacquisitions ~~increase~~and incost ~~legal~~cutting ~~expenses~~measures. ~~The~~This ~~net~~was ~~effect~~offset ~~was~~by aan ~~decrease~~increase in ~~the~~professional ~~operating~~services ~~loss for the six months ending February 29, 2024~~ of $~~400~~55,~~386~~504 ~~compared~~due to ~~the~~an ~~six~~increase ~~months~~in ~~ended~~attorney ~~February~~and ~~28,~~accounting ~~2023.~~fees ~~This~~associated iswith the ~~second~~lawsuit ~~period~~with inthe aprevious ~~row~~ownership ~~that~~of ~~The~~Alchemy, ~~Company~~which ~~has~~was ~~had~~subsequently asettled ~~significant reduction~~ in ~~operating~~September ~~losses for the period as it seeks to achieve its goal~~ of ~~reaching profitability as efficiently and promptly as possible~~2024.

Net Loss

~~For~~Our net loss for the ~~six~~nine months ended ~~February~~May 2931, 2024, and ~~February 28~~2023, ~~2023~~was ~~we had a net loss of~~ $4(5,~~217~~845,~~343~~255) ~~and~~versus $(3,~~486~~735,~~494,~~794) respectively. The majority of the ~~increased~~increase ~~net~~is ~~loss~~attributable to an in increase in other expenses of $2,491,157 which was primarily attributable to an increase inof ~~interest~~$2,172,212 ~~expense~~ from the loss on exchange of debt, and an increase of $~~283~~1,~~216~~180,792 in the ~~previous~~change ~~year~~of ~~compared~~fair tovalue ~~$974~~of a derivative liability. Overall,~~923~~ for the ~~six~~nine-month ~~months~~period ended ~~February~~May 2931, 2024, the Company had an $2,109,461 increase compared to the nine-month period ended May 31, 2023, which is ~~attributable~~a to57% increase. Additionally, the Company’s ~~renegotiating~~loss ~~terms~~from onoperations ~~some~~decreased ~~institutional~~by ~~debt~~$381,696 soin nothe ~~monthly~~recent ~~payments~~nine-month ~~would~~period becompared ~~due~~to ~~until~~the ~~December~~same ofperiod ~~2025~~the previous year, which is a 19% improvement.

Table of Contents

Assets and Liabilities

AsOur ~~of February 29, 2024,~~ total ~~assets~~current ~~were $2,163,485, down from $2,469,268 as of August 31, 2023. The decrease in~~ assets ~~was~~decreased ~~due~~ to ~~a reduction in cash and cash equivalents, which declined to~~ $46212,~~308~~591 from $~~144~~510,~~171,~~939 ~~and~~for ~~a reduction in~~ the ~~current~~period ~~portion~~ended ofMay ~~loans receivables from $46~~31,~~260~~ ~~to $4~~2024,~~638~~ ascompared ~~we collected the last payments from our small business lending solution that we stopped offering~~ to ~~customers.~~August ~~Accounts receivable decreased as well to $125~~31,~~262~~ ~~from~~2023. ~~$174,520,~~This ~~reflecting~~majority ~~that~~of wethe ~~were~~decrease ~~able~~was due to ~~collect~~an ~~from~~increase ~~our~~in ~~clients~~Accounts ~~more~~Receivables ~~quickly~~collected.

Total current liabilities aswere of$5,935,003 at ~~February~~May 2931, 2024, ~~decreased~~a toslight ~~$5,420,182~~decrease ~~from~~compared to $6,264,834 asat of August 31, 2023. The ~~majority~~decrease ofreflects ~~the~~an ~~decrease~~increase isin ~~attributable~~accounts payable and accrued liabilities to ~~the~~$2,457,952 ~~payable~~compared ~~associated~~to ~~with~~$1,904,281 ~~the~~on ~~acquisition~~August of31, ~~Helix~~2023, ~~House~~but offset by a decrease of $950,000, ~~which~~in a payable that was converted to equity. ~~The~~associated ~~contingent~~with ~~liability~~the isacquisition ~~$2,916,860 as~~ of ~~February~~Helix ~~29, 2024~~House.

Total liabilities ~~were~~increased to $1113,~~760~~326,~~926~~888 asfor ofthe ~~February~~period 29ended May 31, 2024, ~~which~~compared ~~was~~to ~~an increase from~~ $8,707,254 asfor ofthe period ended August 31, 2023. ~~This~~The increase ~~was~~is ~~mainly~~ due to ~~the~~an ~~issuance~~increase ofin a non-cash derivative liability to $3,464,357 at May 31, 2024 compared to $325,246 at August 31, 2023. Additionally, the convertible notes payable ~~with~~of a$3,371,540 ~~carrying~~was ~~value~~an increase of $31,~~422~~741,~~016.~~739 ~~The~~compared ~~Company~~to ~~continues~~the toline ~~manage~~of ~~its~~credit ~~liabilities~~balance ~~carefully~~of to$1,629,801 ~~maintain~~on ~~financial~~August ~~stability~~31, 2023.

Liquidity and Capital Resources

Cash used by operating activities

The Company’s net cash from operating activities was $(~~577~~845,~~157~~045) for the ~~six~~nine months ended ~~February~~May 2931, 2024 compared to $(~~777~~1,~~892~~149,391) for the ~~six~~nine months ended ~~February~~May 2831, 2023. ~~This~~The ~~reduction~~decrease inis due to non-cash ~~outflow~~adjustments isincluding ~~primarily~~amortization ~~attributed~~of todebt discount of $(1,170,656) and loss on exchange of debt $(2,172,212), change in the ~~following~~fair ~~significant~~value ~~changes:~~of derivative liability of $(802,055).

· 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 $4146,~~622~~260 for the ~~six~~nine-month period ended ~~February~~May 2931, 2024, as compared to net cash of $96444,~~584~~339 for the same period the previous year ended ~~February~~May 2831, 2023. ~~This~~The ~~decrease~~2023 ~~primarily~~investing ~~resulted~~cash ~~from~~flows ~~payments~~were onhigher ~~loans~~due ~~receivable~~to ~~totaled~~fair ~~$41,622,~~estimates aof ~~decline~~the ~~from~~purchase ~~$98,436~~price inof the ~~prior~~Helix ~~period.~~House ~~This~~acquisition ~~reduction~~related ~~was~~to ~~due~~intangible toassets. ~~lower~~Additionally, ~~collections~~cash flows were minimal from ~~loan~~payments ~~repayments~~received ~~during~~on ~~the~~loans ~~period~~receivable ~~because~~in ~~the~~2024 ~~company~~of ~~shut~~$46,260 ~~the~~compared ~~program~~to ~~down~~$131,328 ~~and~~in 2023 as the company stopped ~~offering~~issuing new loans, sotherefor ~~there~~had ~~was~~ less money to collect.

Cash provided by financing activities

Net cash from financing activities ~~amounted~~decreased to $~~437~~738,~~672~~928 ~~for~~as ~~the~~of ~~six~~May ~~months ended February 29~~31, 2024, as compared to $~~756~~682,~~656~~775 infor the same period ofin 2023. The ~~key~~current ~~changes~~period’s in financing ~~cash~~was ~~flows~~driven ~~include~~by:

	·	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.

	·	Proceeds from convertible notes payable $(596,000).
	·	Proceeds from notes payable $(75,000).
	·	Related party note repayments $(93,182).

~~Overall~~Historically ~~Cash~~we ~~Flow~~have experienced, and ~~Ending~~we ~~Balance~~continue to experience, net losses, net losses from operations, negative cash flow from operating activities, and working capital deficits. These conditions raise substantial doubt about our ability to continue as a going concern within one year after the date of issuance of the accompanying consolidated financial statements. The accompanying consolidated financial statements do not reflect any adjustments that might result if we are unable to continue as a going concern.

~~The~~4 ~~total~~Table ~~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.Contents

We ~~currently~~anticipate dothat ~~not~~operating ~~have~~losses ~~sufficient~~will ~~capital~~continue toin ~~fund our cash needs for~~ the ~~next~~near ~~12 months~~term. We intend to ~~rely~~meet onnear-term ~~financing~~obligations ~~from~~with ~~convertible~~funding ~~debt,~~options ~~promissory~~that ~~notes,~~are ~~and~~already ~~sale~~in ofplace ~~stock~~as we continue to ~~fund~~grow ~~our~~revenue from operations and improve profits margins.

~~Going~~While management believes our business plans help mitigate the substantial doubt that we are a going concern, there is no guarantee that our plans will be successful or if they are, will fully alleviate the conditions that raise substantial doubt that we are a going concern.

~~The~~Item ~~accompanying financial statements have been prepared in conformity with U~~3.S. ~~GAAP,~~Quantitative which contemplate continuation of the Company as a going concern for a period of one year from the issuance of these financial statements. For the six months ended February 29, 2024, the Company had $1,797,329 in revenues, a net loss of $4,217,343 and ~~had~~Qualitative ~~net~~Disclosures ~~cash~~About ~~used~~Market ~~in operations of $577,157~~Risk. Additionally, as of February 29, 2024, the Company had a working capital deficit, stockholders’ deficit and accumulated deficit of $5,167,714, $9,597,441, and $20,559,643, respectively. It is management’s opinion that these conditions raise substantial doubt about the Company’s ability to continue as a going concern for a period of twelve months from the date of the issuance of these financial statements.

~~The~~ As ~~financial~~a ~~statements~~“Smaller doReporting ~~not~~Company”, ~~include any adjustments to reflect~~ the ~~possible~~Company ~~future~~is ~~effect~~not onrequired ~~the~~to ~~recoverability~~provide ~~and classification of assets or~~ the ~~amounts~~information ~~and~~required ~~classifications~~by ~~of liabilities that may result from the outcome of~~ this ~~uncertainty.~~Item

~~Successful~~Item ~~integration~~4. ofControl ~~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.Procedures

5Our 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.

~~Item~~As 3of 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. ~~Quantitative~~Based on such an evaluation, the Company’s management has identified what it believes are material weaknesses in the Company’s disclosure controls and ~~Qualitative~~procedures ~~Disclosures~~and ~~about~~concluded ~~Market~~that ~~Risk~~we did not have effective disclosure controls and procedures.

~~None~~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.

~~Item~~The 4.Company ~~Controls~~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 ~~Procedures~~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.

~~Our~~5 ~~management,~~Table 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.Contents

AsPART ofII—OTHER 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.INFORMATION

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

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

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

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

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

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

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

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

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

On April 5, 2024, American Express Travel Related Services Company, Inc. filed a lawsuit against Business Warrior Corporation for breach of a commercial credit agreement seeking judgment for the sum of $72,186~~.52~~ plus legal fees. Business Warrior Corporation is working to settle this case.

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

Item 1a1A. Risk Factors.

~~There~~As ~~have~~a ~~been~~“Smaller noReporting ~~material~~Company”, ~~changes to~~ the ~~risk~~Company ~~factors~~is ~~disclosed~~not inrequired ~~Part~~to 1,provide ~~Item 1a of our Annual Report on Form 10-K for~~ the ~~year~~information ~~ended~~required ~~August~~by ~~31,~~this ~~2023~~Item.

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

Table of Contents

Item 6. Exhibits.

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

*	Previously Filed

**	Filed herewith.

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

87 Table of Contents

SIGNATURES

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

	BUSINESS WARRIOR CORPORATION
Date: December 20, 2024	By:	/s/ Rhett Doolittle
Date: April 30, 2025	By:	/s/ 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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