UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

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

For the fiscal year ended: August 31, ~~2022~~2023

☐	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		5290-~~2182990~~1901168
(State or other jurisdiction of		(I.R.S. Employer
incorporation or organization)		Identification No.)

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

(Address of principal executive offices and Zip Code)

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

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

Title of each class

Trading

Symbol(s)

Name of each exchange

on which registered

Securities registered pursuant to Section 12(g) of the Act

~~465,618,093~~ Shares of Common Stock, par value $0.001 per share (Title of Class)

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☒ No ☐

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~~ ☒ 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~~ ☒ No ☐

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

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

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

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

As of ~~February~~May 2831, ~~2022~~2023, the last business day of the registrant’s most recently completed second fiscal quarter, the aggregate market value of the voting and non-voting common stock held by non-affiliates of the registrant was approximately $252,~~612~~141,~~725~~843, based on the closing price (last sale of the day) of $0.~~0615~~0046 per share for the registrant’s common stock on the OTC Pink marketplace on ~~February~~May 2831, ~~2022~~2023.

Indicate the number of shares outstanding of each of the registrant’s classes of common stock, as of the latest practicable date. As of ~~January~~February 3015, 2023, there were ~~465~~506,~~618~~961,~~093~~773 shares of the registrant’s common stock issued and outstanding.

Documents Incorporated by Reference: None

TABLE OF CONTENTS

PART I			4
	ITEM 1.	BUSINESS	4
	ITEM 1A.	RISK FACTORS	2217
	ITEM 1B.	UNRESOLVED STAFF COMMENTS	2217
	ITEM 2.	PROPERTIES	2217
	ITEM 3.	LEGAL PROCEEDINGS	2217
	ITEM 4.	MINE SAFETY DISCLOSURES	2217
PART II			23
	ITEM 5.	MARKET FOR REGISTRANTS’ COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES	2318
	ITEM 6.	SELECTED FINANCIAL DATA	2823
	ITEM 7.	MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	2823
	ITEM 7A.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	3227
	ITEM 8.	FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA	3328
	ITEM 9.	CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE	3429
	ITEM 9A.	CONTROLS AND PROCEDURES	3429
	ITEM 9B.	OTHER INFORMATION	3530
PART III			36
	ITEM 10.	DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE	3631
	ITEM 11.	EXECUTIVE COMPENSATION	3833
	ITEM 12.	SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS	3934
	ITEM 13.	CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE	3934
	ITEM 14.	PRINCIPAL ACCOUNTING FEES AND SERVICES	4036
PART IV			41
	ITEM 15.	EXHIBITS, FINANCIAL STATEMENT SCHEDULES	4137
	SIGNATURES		4238

Table of Contents

Cautionary Statement Regarding Forward-looking Information

This annual report on Form 10-K contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. The use of words such as “anticipates,” “estimates,” “expects,” “intends,” “plans” and “believes,” among others, generally identify forward-looking statements. These forward-looking statements include, among others, statements relating to: the Company’s future financial performance, the Company’s business prospects and strategy, anticipated trends, and prospects in the industries in which the Company’s businesses operate and other similar matters. These forward-looking statements are based on the Company’s management’s expectations and assumptions about future events as of the date of this annual report, which are inherently subject to uncertainties, risks and changes in circumstances that are difficult to predict.

Actual results could differ materially from those contained in these forward-looking statements for a variety of reasons, including, among others, the risk factors set forth below. Other unknown or unpredictable factors that could also adversely affect the Company’s business, financial condition, and results of operations may arise from time to time. In light of these risks and uncertainties, the forward-looking statements discussed in this annual report may not prove to be accurate. Accordingly, you should not place undue reliance on these forward-looking statements, which only reflect the views of the Company’s management as of the date of this annual report. The Company does not undertake to update these forward-looking statements.

In this annual report on Form 10-K, unless otherwise specified, all dollar amounts are expressed in United States dollars and all references to “common shares” refer to the common shares in our capital stock.

An investment in our common stock involves a number of very significant risks. You should carefully consider the following risks and uncertainties in addition to other information in this annual report on Form 10-K in evaluating our company and our business before purchasing shares of our common stock. Our business, operating results and financial condition could be seriously harmed as a result of the occurrence of any of the following risks. You could lose all or part of your investment due to any of these risks. You should invest in our common stock only if you can afford to lose your entire investment.

As used in this report, the terms “we”, “us”, “our”, “our company,” “Business Warrior” and “the Company” mean Business Warrior Corporation, unless the context clearly indicates otherwise.

Table of Contents

PART I

ITEM 1. BUSINESS

Corporate History

Business Warrior Corp. (“Business Warrior”, “BZWR”, “we,” “us,” “our,” and the “Company”) comprises the former Kading Companies, and Bluume, LLC. 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 business analytics software. Bluume built a distribution network of channel partners through the credit card processing industry and were fundamental in building a partner company’s subscriber count on their software to over 50,000 users. Bluume launched the first version of their Software-as-a-Service (SaaS) platform in July 2019.

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.

Helix House was acquired on March 18, 2022. Helix House is a premium marketing agency that provides small business advertising services including digital marketing (YouTube, Google, social media), traditional marketing (billboards, mailers, fliers, etc.), and social media content.

FluidFi Inc, dba Alchemy was acquired on June 8, 2022. Alchemy, builds fully customized end-to-end lending software solutions. Alchemy ~~has~~ built full-service lending solutions for over 50 enterprise clients throughout the world. Alchemy’s operations are now fully integrated with the Business Warrior team. Business Warrior and the Alchemy team will continue ~~offering~~to offer custom lending development for clients but as an extension of Business Warrior’s flagship products.

~~Leveraging the acquisitions of both Helix House and Alchemy,~~ Business Warrior, ~~introduced~~evolving ~~PayPlan~~from inits ~~the~~origins ~~fall~~as ofBluume ~~2022.~~along ~~PayPlan~~with isthe astrategic ~~cloud-based~~acquisition ~~turnkey~~of ~~lending~~Helix ~~platform~~House ~~that~~and ~~enables small~~Alchemy, ~~medium~~sharpened ~~and~~its ~~enterprise~~focus ~~level~~to ~~businesses~~be toa ~~provide~~disruptor ~~lending~~in tothe ~~their~~lending ~~customers~~industry. ~~PayPlan~~The ~~users~~seamless ~~receive~~mergers ~~free~~into ~~basic~~Business ~~marketing~~Warrior ~~tools~~presents ~~provided~~a byformidable ~~Helix,~~edge ~~with~~in the ~~option~~lending tomarket, ~~accelerate~~as ~~attracting~~the ~~more consumers to their business through Helix~~company’s ~~premium~~software ~~marketing~~as ~~services.~~a Itservice is(SaaS) ~~through~~lending ~~the~~technology ~~combination~~– ofPayPlanTM ~~our~~- ~~PayPlan~~couples ~~software~~with ~~and~~professional marketing services ~~that~~to adrive ~~business~~customer ~~can~~growth beand ~~more~~optimize ~~profitable~~loan processing.

ToPayPlan, ~~address~~is a dynamic cloud-based platform launched in fall 2022. PayPlan streamlines the ~~needs~~lending experience, enabling lenders of ~~banks,~~all ~~fintechs~~sizes to swiftly start offering loans - typically within just a few weeks and ~~corporations;~~with wethe ~~introduced~~confidence ~~PayPlan~~against ~~Enterprise~~fraud. ~~PayPlan~~The ~~Enterprise~~platform ~~offers~~is ~~many~~designed ofto ease the ~~turnkey~~onboarding ~~features~~process, ofintegrating ~~PayPlan~~seamlessly ~~however~~with itKnow isYour ~~tailored~~Customer ~~towards~~providers, ~~larger~~such ~~businesses~~as ~~who~~Equifax, ~~look~~Experian toand ~~use~~TransUnion, ~~their~~along ~~own~~with ~~capital~~global ~~for~~open ~~lending~~banking systems. What sets PayPlan ~~Enterprise~~apart ~~has~~is ~~unique~~its ~~features~~comprehensive ~~such~~suite asof ~~multi-tenant~~tools for loan origination, ~~plug~~enhanced lender decision-~~in-play~~making ~~promissory~~through ~~notes~~both automated and manual loan approvals, along with the ~~ability~~platform’s torobust ~~audtomate~~loan ~~credit~~management ~~decisions~~capabilities.

~~Business~~These ~~Warrior~~features ~~was~~are ~~formed~~further toenhanced ~~integrate~~by ~~advertising~~the ~~performance,~~professional ~~financial~~marketing ~~data~~services of Business Warrior, ~~and~~tailored ~~funding~~specifically asfor alenders ~~key~~to ~~source~~effectively target their audience. This synergistic combination of ~~success~~PayPlan's lending technology and ~~growth~~marketing ~~for~~expertise ~~businesses~~equips lenders of all sizes. ~~Business~~with ~~Warrior~~the ~~created~~necessary antools ~~online~~to ~~Software-~~scale up profitability. For larger institutions, such as~~-a-Service~~ ~~(SaaS)~~banks, ~~platform~~fintechs, toand ~~facilitate~~credit ~~this~~unions, ~~growth~~Business ~~objective~~Warrior has tailored a specialized solution—PayPlan Enterprise. ByThis ~~helping~~advanced ~~businesses~~iteration ~~solve~~retains ~~two~~the core benefits of ~~their~~PayPlan ~~biggest~~but ~~growth~~adds ~~obstacles,~~features ispecifically designed for larger entities with more dynamic needs.e. PayPlan Enterprise distinguishes itself with its multi-tenant architecture, ~~customer~~plug-and-play ~~acquisition~~lender documents, fraud protection and ~~funding~~sophisticated credit decision automation capabilities, wepositioning ~~have~~it ~~become~~as athe ~~leading~~premier ~~source~~choice for ~~business~~enterprise-level ~~growth~~lending solutions.

Nature of Operations— Business Warrior operates at the forefront of lending solutions, with its divisions Helix House and Alchemy Technologies representing not only the foundation of our legacy systems and revenue streams but also critical components in our comprehensive lending ecosystem. Helix House, our premium marketing division, excels in creating impactful advertising services for small businesses, spanning from digital platforms like YouTube, Google, and various social media to traditional media including billboards and mailers. Alchemy, on the other hand, now fully integrated with the Business Warrior team still has the expertise to continue developing bespoke lending software technology tailored to meet the sophisticated needs of enterprise clients.

It's the strategic integration of Helix House's cutting-edge marketing capabilities with the Company’s advanced lending technology that forms the backbone of Business Warrior's innovative solution — PayPlan. This full-service 'Lending as a Service' platform is designed to address major pain points in the lending industry. By combining these services, Business Warrior has created a holistic approach that significantly reduces borrower acquisition costs and equips lenders with the robust technology necessary to ensure profitability. PayPlan is more than a platform; it's a synergistic solution that empowers lenders to navigate the complexities of the market effectively, marrying legacy expertise with modern innovation for unprecedented success in lending.

Businesses drive our economy, employ our friends and families, and shape the communities around us. We continually enhance our software-as-a-service (SaaS) platform to improve businesses’ ability to make decisions that will lead to more customers, increase revenues, obtain access to growth capital, and build a professional legacy for themselves and their families.

Table of Contents

5PayPlan ~~Table~~the ofEnd-to-End ~~Contents~~Loan Platform

SaaS Platform – PayPlan

Business Warrior’s SaaS model is automated to provide highly scalable solutions with minimal human resources required to support ~~each~~both ~~subscriber~~lenders ~~(borrower)~~and borrowers. Business Warrior’s flagship software product is PayPlan. It is the result of the company’s effort to merge the Business Warrior Score, Helix’s marketing services and Alchemy’s technology into one platform that offers businesses a clear path to more profitability.

~~PayPlan~~Core ~~has~~Features ~~3 product offerings outlined below, all include: loan origination, decision engine (automated underwriting), and loan management, as part~~ of ~~the core product. The product offerings are tailored to address different needs from businesses and lenders.~~PayPlan

	·	Loan Origination System: A digital gateway that revolutionizes the borrower's journey from application to approval, enhancing user experience for borrowers and efficiency for lenders.
	·	Decision Engine: A high-octane analytical processor that empowers lenders with real-time decision-making capabilities, protecting against fraud, optimizing risk assessment and credit analysis.
	·	Loan Management System: A comprehensive toolkit that transforms loan servicing by streamlining account management, payment processing, and portfolio reporting, fortifying lender operations with precision and control.

PayPlan has 3 product offerings. The product offerings are tailored to address different needs from businesses and lenders.

	1.	PayPlan Starter – for start-up lenders and businesses looking to finance their products who are interested in leveraging our out-of-the-box features.
	2.	PayPlan Pro – for medium to high growth lenders and businesses who may need customized data or access to unique API’s that drive their lending.
	3.	PayPlan - Enterprise – for banks, credit unions and large private lenders who need customized add-ons to the PayPlan solution.

PayPlan is built to be component driven, allowing the ~~subscriber~~customer to select each service level for a monthly subscription and transaction fees. The base offering includes a loan origination system with the ability to add additional components: enhanced underwriting, loan management, servicing and more; pricing ranges from $1,000 to $15,000 per month and includes certain transaction fees based on volume.

~~Benefits~~5 Table of ~~PayPlan Enterprise:~~Contents

Benefits of PayPlan

	·	Rapidly Deployable (30 Day Implementation)
	·	Fully Automated
	·	Scalable
	·	Operationally efficient
	·	Multi-tenant Management
	·	Modular Implementation
	·	Customizable
	·	Enterprise Integration Ready

~~PayPlan~~Business ~~Enterprise~~Warrior ~~component driven lending technology:~~Solutions

Table of Contents

7Integration ~~Table~~ of ~~Contents~~Alchemy and its core technology adoption into PayPlan

With the acquisition of Alchemy, we were able to leverage their lending software, technology, underwriting and compliance experience to build the PayPlan –suite ~~Consumer~~of ~~Facing~~products. ~~White~~The ~~Label~~Alchemy ~~Loan~~business ~~Management~~model consisted of single-use software development projects for companies looking to lend money. The custom development business model is challenging to scale both operationally and cost effectively. However, there remains a need for such custom development work. We have fully integrated the legacy Alchemy team and operations with the Business Warrior team to be able to still offer custom software development solutions. With the new integrated team, we are better able to support the Alchemy existing client base while preparing to transition into a premium technology resource for PayPlan Enterprise customers.

~~PayPlan offers an end-to-end consumer financing experience.~~ The ~~platform~~Company’s ~~easily~~history ~~enables~~is ~~end~~strong ~~user~~lead ~~consumers~~into toa ~~apply~~broadened ~~and~~financial ~~manage~~technology ~~their loans.~~ market:

A PayPlan merchant simply sends the application link to the consumer through email, text or a QR code.

Business owners looking to build more stable profits can leverage PayPlan to offer consumer level financing through our lending technology. From the moment a consumer applies for a loan, our system collects information from thousands of online data points and translates them into simplified, condensed “Business Intelligence” data points. These data points enable lenders and businesses to make better lending decisions. The more a user understands and uses the data, the greater benefit they will see in their company’s performance and sales results.

Acquisition of Alchemy and its core technology adoption into PayPlan

With the acquisition of Alchemy, we were able to leverage their lending software, technology, underwriting and compliance experience to build the PayPlan suite of products. The Alchemy business model consists of single-use software development projects for companies looking to lend money. The custom development business model is challenging to scale both operationally and cost effectively. However, there remains a need for such custom development work. The Alchemy subsidiary will remain as a custom software development division. It will continue to support its paid client base while preparing to transition into a premium technology resource for PayPlan Enterprise customers.

8 Table of Contents

Alchemy’s history is strong lead into a broadened financial technology market:

	·	Built and modeled hyper-growth lending platforms resulting in clients getting $100M valuations
	·	Leveraging proven knowledge to build and iterate better products
	·	Access to years of proprietary business attribution data
	·	50+ enterprise lending software solutions built
	·	Partnerships with leading data and security companies
	·	Best in class/next generation underwriting model

Powerful data insights that drive loan underwriting and credit decisions

Business Warrior incorporates best-in-class learnings from building 50+ enterprise loan platforms

· Validated against 50,000+ businesses and over 3.5MM consumer credit records. · Best-in-class identity verification and fraud prevention · Completely dynamic and fully extensible underwriting rules · Decision Engine supports unlimited data points · Integrations include identity, credit reporting, financial institutions, and ‘exotic’ data · Supports Artificial Intelligence and Machine Learning models ·● Risk based pricing ~~· Loan performance data with underwriting correlation analytics~~

Table of Contents

Our Customers

PayPlan’s complete end-to-end lending software was built to fit both lenders and high growth businesses

· ~~Banks~~Fintech companies · ~~Fintechs~~Banks · Credit ~~Unions~~unions · ~~Solar~~Private ~~Lending · Home Improvement Lending · Car Lending · Medical Lending · Business to Business · Businesses Looking to Finance Services and Products~~lenders

○ ~~Medical~~Consumer ~~spas~~financing ○ ~~Plastic~~Solar ~~surgeons~~○ Student financing ○ ~~Naturopath~~Home improvement ○ ~~Pest~~Auto ~~control~~○ Medical ○ ~~HVAC~~Medical ~~repairs/servicers~~spas ○ ~~Specialty~~Plastic ~~doctors~~surgeons ○ ~~Chiropractors~~HVAC ○ ~~Veterinarians~~Chiropractic ○ ~~Dentists/Orthodontists~~Veterinarian ○ Dental ○ Appliance stores ○ Furniture and mattresses

Business to business

	○	Merchant cash advance
	○	Term loans

Loan Types Supported

	·	Term loans
	·	Payday loans
	·	Merchant cash advance
	·	Invoice financing
	·	Lease to own
	·	Consumer loans
	·	Commercial loans
	·	Line of credit
	·	Buy Now Pay Later

Business Warrior Funding Pilot

In 2021, Business Warrior piloted a small business lending solution. That pilot ended upon the acquisition of Alchemy Technologies soand ~~that~~all ~~the~~ resources of the company ~~will~~are ~~focus~~focused on PayPlan. Business Warrior has approximately $300,000 in loans still deployed. Those loans collect interest. Business Warrior may look to provide financing to small businesses again in the future but there are no current plans to do so.

98 Table of Contents

10 Table of Contents

Acquisition of Helix House Marketing Agency

We acquired an award-winning marketing agency, Helix House, in March 2022. Helix House is a premium marketing agency that provides ~~small~~ business advertising services including:

●· Digital marketing (YouTube, Google, social media) ●· Traditional marketing (billboards, mailers, fliers, etc.) ●· Social media content ●· Copywriting and content creation (blogs, landing pages, websites, advertisements, etc.) ●· Graphic design ●· Search engine optimization (SEO) ●· Website builds & management ●· Data and analytics

~~Helix~~The ~~was~~acquisition ~~profitable for their fiscal year ending December 31, 2021, having revenues~~ of ~~$979,884,~~Helix ~~and~~House ~~significant~~significantly ~~growth~~benefits ~~opportunities~~Business ~~projected for 2022 and beyond~~Warrior. AsIt added a ~~wholly~~profitable ~~owned~~company ~~subsidiary,~~with ~~Helix~~a ~~House~~history ~~will~~of ~~continue~~strong torevenue ~~operate independently~~ and ~~continue~~growth toopportunities. ~~support~~It ~~Business~~enhances ~~Warrior’s~~the ~~advertising~~services ~~needs.~~we ~~Business~~offer ~~Warrior~~to ~~will~~our ~~provide~~SaaS ~~management~~customers ~~support~~ and ~~capital~~channel ~~to accelerate their growth~~partners.

~~The~~Evolution ~~acquisition of Helix House significantly benefits Business Warrior. It adds a profitable company with a history of strong revenue and growth opportunities. It enhances the services we offer~~ to ~~our~~Lender ~~SaaS~~Marketing ~~users and channel partners.~~Services

As of mid-2023, Helix House has evolved its business model to become an integral part of Business Warrior, focusing exclusively on lender marketing services. This strategic pivot aims to maintain Helix House’s commitment to its small business legacy customers while directing its expertise toward enhancing the profitability of lenders through specialized marketing strategies. By offering a blend of traditional and digital marketing, the marketing team provides lenders with a comprehensive approach to attract and retain customers, increasing visibility in a competitive market. These tailored marketing solutions are designed to drive customer engagement and acquisition, leading to increased loan origination and a stronger bottom line for lenders. The synergy of Helix House's marketing prowess within Business Warrior's ecosystem offers lenders an unparalleled competitive advantage in the fintech space.

Table of Contents

Competitive Strengths

Experience: Business Warrior has years of experience ~~coaching~~tailoring technology and ~~consulting~~marketing ~~for a wide variety of businesses~~ to ~~help~~best ~~them~~serve ~~increase~~its ~~their revenue and acquisition of new~~ customers.

Leveraging data: Business Warrior’s SaaS platform is powered by and evolves through meticulously gathering data from a variety of sources to improve sales and operational performance of ~~businesses and~~ lenders.

Technology: ~~Our~~PayPlan, ~~home-grown~~represents ~~software~~a ~~uses~~formidable ~~algorithms~~competitive tostrength ~~simplify~~in ~~data~~the ~~about~~digital alending ~~business~~and ~~into~~marketing asector. ~~single,~~By ~~easy-to-use~~combining ~~score,~~advanced ~~the~~loan ~~Business~~management ~~Warrior~~software ~~Score.~~with ~~Business~~targeted ~~owners~~marketing ~~only~~services, ~~need~~PayPlan toempowers ~~know~~lenders ~~their~~with ~~score~~the totools ~~know~~necessary ~~how~~for ~~well~~rapid ~~(or~~market ~~poorly)~~entry, ~~their~~streamlined ~~business~~customer isacquisition, ~~positioned~~and toenhanced ~~succeed~~loan origination processes.

Marketing: Helix House is an in-house premium advertising agency that is built to grow brands through digital marketing. This gives us a significant advantage in expanding our service options and revenue potential while reducing our marketing expenses.

Software Development: Our lending software solutions are built using the best practices of software development teams across the globe and the experience acquired after building over 50 lending solutions for enterprise businesses.

Growth Strategy

Our primary strategy is to acquire new customers directly through online advertising. We have a marketing mechanism that generates leads from several different channels, including:

●· Google pay-per-click ●· Google display ads ●· Social media ads ●· Social media organic traffic ●· YouTube ●· Organic traffic from our website (Includes SEO) ●· Remarketing (Google and social media) ●· Public Relations (Press releases, podcasts, online articles, publications, etc.)

11We ~~Table~~advertise with different verticals and have a variety of ~~Contents~~different offers based on what will attract lenders to our platform. We push that traffic through our sales and marketing funnel until they’re in PayPlan. Once a new lender is engaged with us online, our Customer Relationship Management (CRM) takes over to identify qualified leads for our different product offerings.

~~Advertising~~After ~~Examples~~a onnew lender engages with our software and services, we leverage our CRM system (HubSpot) to move a user automatically from a lead to transfer the ~~following~~qualified ~~pages:~~lead to a salesperson. These qualified leads are presented proposals that range from monthly to annual contracts.

12 Table of Contents

We advertise with different verticals and have a variety of different offers based on what will attract business owners to our platform and who will have the highest likelihood of upgrading to a paid product. We push that traffic through our sales and marketing funnel until they’re in our SaaS platform or in our online application to apply for a loan with Business Warrior Funding. Once a new user is engaged with us online, our Customer Relationship Management (CRM) takes over to identify qualified leads for our different product offerings.

13 Table of Contents

After a new subscriber engages with our software, we leverage our CRM system (HubSpot) to move a user automatically from a lead to an online sale, or to transfer the qualified lead to a salesperson. These qualified leads are upgraded to our paid products.

Our secondary strategy to acquire new customers is through channel partners and our referral network. We have an existing reseller network made up of merchant services companies, banks, business consultants and other business loan companies.

Additionally, we build custom funding solutions for our channel partners who have their own small business customers and networks. For example, one of our channel partners has a mobile app company that brokers fuel from suppliers to small businesses. Through our unique solution for this channel partner, we were able to provide micro loans to each small business needing fuel. This in turn furthers the small business’s ability to pay the supplier faster, thus accelerating the logistics for all involved. We save the supplier money and give them the opportunity to increase sales and, accordingly, we’re able to charge a fee for each transaction.

Our entire organization is focused on our performance metrics to assure that we generate revenue for every dollar spent and that our revenue model is profitable long-term. To simplify our model, we look at a few key performance indicators including the:

●· Cost to Acquire a New User on our SaaS platform (CPA), ●· ~~Conversion Rate from a free user to a paid customer, ●~~ Cost of Revenue (COR) for what it takes to support each user, ●· Average revenue per year per paid customer (ARPU).

We frequently change our advertising to drive down our Cost Per Acquisition (CPA) and improve the quality of our new ~~users, which increases our Conversion Rate from a free user to a paid customer~~lenders. Our CPA is constantly changing and the revenue we collect from our different paid products vary by product and changes over time. We monitor these levels to make sure we will generate a profit. For example, if our CPA increases significantly then we may adjust our advertising campaigns to drive that cost down or we may increase the advertising spend because that campaign is generating a higher conversion rate or a higher quality of customers that spends more per year.

Table of Contents

Advertising Examples

Table of Contents

Industry

Unless otherwise indicated, information in this annual report concerning our industry, including the size and opportunity of the markets we operate, is based on information from various sources. These sources include but are not limited to Grand View Research, Technavio Research, Allied Market Research, IBISWorld, the Interactive Advertising Bureau, and the U.S. Small Business Administration. These industry publications and reports generally indicate that they have obtained their information from sources believed to be reliable, but do not guarantee the accuracy and completeness of their information. This information involves several assumptions and limitations, and you are cautioned not to give undue weight to these estimates, as there is no assurance that any of them will be reached. Based on our industry experience, we believe that the publications and reports are reliable and that the conclusions contained in the publications and reports are reasonable. The industry in which we operate is subject to a high degree of uncertainty and risk due to a variety of factors, including those described in the section titled “Risk Factors,” that could cause results to differ materially from the assumptions underlying these publications and reports.

Business Warrior participates in the software, business analytics, ~~commercial~~ lending, and digital advertising industries. We are not aware of any organization that ties these disparate industries together for the benefit of ~~small businesses~~lenders. We analyze each of the different industries to estimate the total addressable market (TAM).

The global big data, business analytics and software publishing industry has annualized revenue of over $198 billion with an expected growth rate of 10-20% annually.

Global commercial lending represents over an $8 trillion industry and is expected to grow to almost $30 trillion by 2030. Commercial banking in the U.S. represents an $860 billion industry.

14As ~~Table~~of 2023, the global digital lending platform market size is valued at approximately USD 8.58 billion and is anticipated to grow at a compound annual growth rate (CAGR) of ~~Contents~~26.5% to reach about USD 44.50 billion by 2030. The market is driven by the proliferation of smartphones, growth in digitalization, and the need for improved customer experiences. North America holds a significant share of the market, credited to advanced infrastructure and the presence of major market players.

~~The~~In ~~market~~the ~~size~~fintech sector, ~~measured~~the byuse ~~revenue,~~ of Application Programming Interfaces (APIs) is also on the ~~Digital~~rise, ~~Advertising~~allowing ~~Agencies~~for ~~industry~~improved isservice ~~$20~~offerings and easier access to financial data.7 ~~billion~~The indeployment ~~2022~~of data analytics and artificial intelligence is expected to ~~increase~~further ~~4.6%~~accelerate in ~~2022.~~the coming years, bolstering the fintech market growth.

~~Our~~The ~~Business~~digital ~~Warrior~~lending ~~business~~market's ~~intelligence~~growth ~~(BI)~~is ~~SaaS~~further ~~platform~~augmented ~~retrieves~~by ~~and~~the ~~analyzes~~adoption ~~raw~~of ~~data,~~cloud-based ~~subsequently turning it into useful information~~platforms, ~~and~~which ~~then~~offer ~~recommends additional products that could help~~ a ~~business~~cost-effective ~~(i.e., lending,~~ and ~~digital~~efficient ~~advertising).~~alternative ~~The~~to ~~rise~~traditional ofon-premises ~~big~~solutions. ~~data~~Cloud ~~and~~deployment ~~the~~is ~~prevalence~~expected ~~of tools available~~ to ~~small~~hold ~~businesses~~a ~~has~~larger ~~contributed~~market tosize andue ~~increased demand for BI software. As data analytics have rapidly become more crucial~~ to ~~the~~its ~~operations~~budget-friendly ofnature ~~businesses~~and ~~worldwide,~~ the BIway ~~software~~it ~~segment~~streamlines ~~has~~lending ~~expanded as a share of industry revenue over the past five years~~processes.

~~One~~The ofmarket ~~the~~is ~~key~~moderately ~~factors~~fragmented ~~driving~~with ~~growth~~key inplayers ~~the~~pursuing BIstrategies ~~and~~like ~~analytics~~new ~~platform~~product ~~markets is the rising need to improve business efficiency~~launches, ~~customer relationships~~partnerships, and ~~business~~product ~~outcomes.~~upgrades Anto ~~increase~~maintain ~~in the number of connected devices~~ and ~~mobile~~strengthen ~~applications~~their ~~across~~market ~~industries has led to massive amounts of data generation~~positions. ~~Businesses~~These ~~are~~strategies ~~realizing that they can use the data to optimize costs, deliver better services, and boost revenues. Therefore, companies~~ are ~~changing~~complemented ~~across the world to become more data driven. The successful usage of data, analytics and BI software is led~~ by ~~some~~investments ~~of the largest companies~~ in ~~the~~research ~~world.~~and ~~The~~development ~~more~~activities ~~that~~aimed ~~these~~at ~~organizations~~integrating ~~prove~~advanced totechnologies ~~be successful using this technology, the more likely it is that small businesses will ultimately adopt similar practices. We see the adoption of~~ such ~~technology~~as bymachine ~~small~~learning ~~businesses now at an extremely rapid rate. Additionally, the industry has continuously added new products~~ and ~~has~~blockchain ~~expanded~~ into ~~new~~digital ~~markets,~~lending ~~further indicating that it is in a growth stage~~platforms. ~~Thus, industry revenue is projected to grow at an annualized 3.5% to $84.4 billion over the five years to 2026 as the industry nears maturity.~~

The ~~software~~significant ~~vendors~~growth ~~that~~of ~~can~~the ~~best~~market ~~address~~is indicative of the ~~needs~~broad acceptance and implementation of ~~this~~digital ~~rapidly~~transformation ~~expanding~~in ~~software~~the ~~market~~lending industry, ~~while~~which ~~requiring~~continues ~~minimal~~to ~~investment~~evolve ~~from~~with ~~customers,~~the ~~will~~advancements ~~likely~~in betechnology ~~the~~and ~~most~~changing ~~successful.~~customer needs.

The Commercial Banking industry benefited from improved economic conditions and rising interest rates over most of the five years to 2021. Commercial banking in the U.S. is over an $860 billion industry with most of their revenue earned through the interest spread between the interest paid on deposits and borrowed funds and the interest earned on loans. According to data from the Small Business Administration (SBA), in 2021 they issued more than $44 billion in traditional loans and $71.8 million in micro loans (less than $50,000) to about 4,400 small businesses.

When considering the lending industry in the U.S, term loans, lines of credit, and some unique solutions for equipment and inventory financing are typically offered. Other solutions in the market include different versions of SBA loans, invoice factoring and financing, and Merchant Cash Advances (MCA loans).

There has been a shift of advertising from traditional media, such as magazines, newspapers, and network TV. In contrast, internet ad spending has risen steadily over the past decade. Businesses and ad agencies have focused on digital advertising including Google and social media outlets, e.g., Facebook, YouTube, Twitter, Snapchat, Instagram, and blogs as areas of growth for advertising campaigns.

This growth is consistent with a recent study¹from Harvard Business School, commissioned by the Interactive Advertising Bureau (IAB), which showed the internet economy has grown seven times faster than the U.S. economy over the past four years and now accounts for 12% of the U.S. GDP. Here are some general statistics from that study regarding digital advertising:

● Digital video continues to be one of the fastest growing channels, up 50.8% compared to last year, with total revenues of $39.5B. ● Social media advertising was up 39.3% to $57.7 billion, as consumers continue to engage with Meta platforms, Snapchat, TikTok, and Twitter. ● While search revenue grew substantially (32.8%) in 2021, it did not grow as strong as in other areas, leading to a slight decrease in total revenue share (reduction of 0.8 percentage points).

	·	Digital video continues to be one of the fastest growing channels, up 50.8% compared to last year, with total revenues of $39.5B
	·	Social media advertising was up 39.3% to $57.7 billion, as consumers continue to engage with Meta platforms, Snapchat, TikTok, and Twitter

~~1https://www.iab.com/insights/the-economic-impact-of-the-market-making-internet/ (retrieved on May 30, 2022)~~___________________

151https://www.iab.com/insights/the-economic-impact-of-the-market-making-internet/ ~~Table~~(retrieved ofon ~~Contents~~February 28, 2024)

~~Growing~~12 ~~demand~~Table for digital advertising and marketing campaigns is forcing companies to adapt, evidenced by a growing strategic focus on enhancing digital capabilities. This is driven from an increase in total devices connected to the internet and as consumers shift predominantly to mobile. This means there continues to be an increasing level of ~~opportunity for businesses to capture the attention of their potential customers. We expect this trend to continue for the foreseeable future.~~Contents

Privacy and protection of user data

We are subject to a number of laws, rules, directives, and regulations relating to the collection, use, retention, security, processing, and transfer of personally identifiable information about our customers and employees in the countries where we operate. Our business relies on the processing of personal data in many jurisdictions and the movement of data across national borders. As a result, much of the personal data that we process, which may include certain financial information associated with individuals, is regulated by multiple privacy and data protection laws and, in some cases, the privacy and data protection laws of multiple jurisdictions. In many cases, these laws apply not only to third-party transactions, but also to transfers of information between or among us, our subsidiaries, and other parties with which we have commercial relationships.

16 Table of Contents

17 Table of Contents

18 Table of Contents

Employees and Culture

The Business Warrior platform is a direct product of the team and the shared values of the company’s employees. From the CEO to the front-line team, the culture code of Business Warrior team members include:

●· Always do your best ●· Be transparent ●· Be joyful ●· Don’t take anything personal ●· Be impeccable with your word ●· Don’t make assumptions ●· Walk in the shoes of our customers ●· Treat feedback as a gift ●· Communicate early, often, and openly ●· Understand we are working together to do good in the small business community ●· Be passionate about the success of small businesses

Our leadership team is tightly connected to end users by creating numerous touch points that bring the voice of the customer alive. Through weekly one-on-ones with team members or participating in executive sessions, being a part of the Business Warrior organization means that you put small business success at the top of your priorities.

As we continue to grow, our culture will remain at the heart of how goals are attained. Our value system is coached with an emphasis on emotional intelligence, transparency, and ensuring that all layers, no matter the size of the company, interact based on our culture code.

As of August 31, ~~2022~~2023, we had 3221 full-time employees, all of whom are based in the United States. We supplement our workforce with contractors and consultants globally.

Table of Contents

Technology/Intellectual Property

Our technology platform consists of a core web-based loan application, and loan management system supplemented by a multi-tiered API based data discovery services which are woven together to create a holistic, ~~growth-centric~~turnkey ~~data~~lending ~~view for each customer~~platform. ~~We pull data from public and privately available data sources, including:~~

●PayPlan's ~~Google~~platform ●stands ~~Facebook~~as ●a ~~Yelp~~shining ●star ~~Bing~~in ●the ~~Financial~~lending market, particularly for its stringent data ~~providers~~protection ●protocols ~~Technology~~which ~~discovery~~ensure ~~platforms~~that ●lenders ~~Scraping~~and their borrowers' information is secure and proprietary. The collective data across the platform is leveraged to enhance the user experience and outcomes for all participating lenders, a key competitive advantage. Moreover, the incorporation of marketing services ●into ~~Listing~~PayPlan's offering ensures that lenders benefit from sophisticated data analysis and ~~reputation~~optimized ~~aggregators~~borrower funnels. This integration significantly boosts profitability by streamlining borrower acquisition and retention processes, thereby creating a more efficient and profitable lending operation.

Our database stores thousands of actionable data points relating to the state of each business’s technology, marketing and financial maturity. We build and store data insights in real-time, allowing us to dynamically assess success indicators such as social media presence, reputation, website performance, search engine optimization, listing presence, marketing ROI and cash flow analysis. We’ve built proprietary algorithms on top of these data points that output the results as a score. Scores are progressive and dynamic – like a credit score and data is retrieved, processed, and viewed instantly.

Our SaaS codebase is globally available, delivered through a web or mobile browser. We have built a scalable, highly available platform ready for future expansion into big data frameworks that power data science, machine learning, and Artificial Intelligence (AI).

19 Table of Contents

Our platform’s uptime in the last year exceeded 99.9% while we delivered hundreds of product improvements through dozens of software releases in a continuous software delivery cycle.

We use industry standard network defense technologies, levels of encryption, and DDoS protection systems (including web application firewalls).

Our development team is a global, hybrid team with central management in the United States~~, and development teams in Bangalore, India~~. Our processes are agile and iterative, which allows our ~~business~~lenders to innovate quickly and stay in tune with constantly evolving technologies in the ~~SMB~~lending landscape.

We do not have any patents or copyrights. We rely on state and federal trade secret protections to safeguard our codebase, web applications and other proprietary data.

Business Warrior™ is a trademarked name held by Business Warrior ~~Inc.~~Corporation The trademark was registered on January 28, 2020, by Bluume LLC (a subsidiary of Business Warrior) Registration No. 5,971,971. The trademark was sold to Business Warrior ~~Inc.~~Corporation on July 7, 2020.

PayPlan is a trademarked name held by Business Warrior Corporation. The trademark was registered on August 22, 2023 by Business Warrior Corporation Registration No. 97,659,930.

Alchemy™ is a trademarked name held by Business Warrior Corporation. The trademark was registered on July 13, 2022 by Business Warrior Corporation Serial No. 97493370.

Table of Contents

Competition

There are several software solutions that currently address a portion of our target markets, but we have not found another platform that ~~combines~~offers ~~data~~an ~~from~~end-to-end ~~marketing~~lending ~~and~~platform ~~financial~~combined ~~sources~~with toits ~~give~~integration ~~analytics~~of ~~and~~professional ~~answers~~marketing toservices. ~~businesses~~While LoanPro, asTurnkey ~~well~~Lender, asand ~~access~~Lendflo tooffer ~~fairly~~robust ~~priced~~loan ~~capital.~~management and lending platforms, Business Warrior isdifferentiates ~~not~~itself ~~just~~by aproviding vastly improved onboarding experiences along with comprehensive marketing tools and strategies. This unique ~~combination~~service ofoffering ~~data~~not ~~sources~~only tosupports ~~create~~lenders ~~Business~~in ~~Intelligence,~~managing and originating loans but ~~the~~also ~~platform~~in isacquiring anborrowers ~~ongoing~~efficiently ~~scorecard~~and ~~for~~ensuring alenders' ~~business~~marketability toand ~~track~~profitability. ~~their~~This ~~progress~~dual ~~and~~approach ~~continue~~caters to ~~improve~~the technical and ~~grow~~promotional needs of lenders, setting Business Warrior apart as a provider of both lending solutions and growth-oriented marketing services.

The only competition we were able to identify that offers marketing software, marketing services, and funding solutions, is the Small Business Association (SBA). This is the closest example we could find of a “competitor” that offers all the solutions and resources for small businesses to educate themselves, grow their business, and access capital. We built the Business Warrior Funding platform the way we wish the SBA was built.

In each of our individual offerings, however, we face competitors including:

Marketing Software

Several marketing-specific software companies exist, and their focus is to push their paid services on to their users through the of marketing niche where specialize. In the marketing software space, Business Warrior competes with Yext, Birdseye, Synup, Mox, and SEMRush. We gather as much data as possible to synthesize the points that affect a business’s revenue and customer growth. We’ve built a platform for the small business to trust as a source of information on their business to see how they’re doing and what they should focus on. We make recommendations for other products and services when there is a match between a business’s issues and promising solutions.

Our competitors’ revenue and new customer growth primarily rely on large reseller distribution strategies and are not built for one-to-one support of businesses. This provides Business Warrior a unique and favorable advantage as our software is personalized per location with step-by-step instructions made for the individual business owner.

There are other competitors attempting to solve the same problems for business owners by creating reporting dashboards and delivering complicated data to the business. These competitors have failed with the small business sector because their products are essentially useless to small businesses that don’t know how to interpret the data, or the actions they should then take. Our competitors lack the connection between analyzing the data and delivering direct action recommendations to solve business owner problems. This provides an opportunity for Business Warrior to be the one all-inclusive remedy that small businesses can rely on to make better decisions and increase revenue.

20 Table of Contents

Lending Technology

~~Small~~Lending ~~business~~as ~~lending~~a service is a highly competitive market with many market participants on each side of the supply and demand curve. While no single competitor dominates the market, there is considerable variation between market participants, and because of the difficulty and high cost of accurately underwriting borrowers, there is considerable opportunity to innovate, differentiate, and create value.

Business Warrior Funding competes with a nearly unlimited number of companies in the business lending space, including the SBA, most banks and credit unions, credit card providers, merchant cash advance providers, and innovative FinTech lenders like Kabbage (American Express), Lendistry, Lendio, Fundbox, FundingCircle, OnDeck, Credibly, and others.

With the acquisition of Alchemy and the subsequent introduction of PayPlan, we now compete with lending technology providers such as LoanPro, Lendflo and Nortridge. While these competitors offer loan origination and loan management, Business Warrior is unique in it’s modular subscription based for an end-to-end lending solution; including Business Warrior’s offering of a decision engine related to credit.

Every supplier in the market falls somewhere on a spectrum with low costs and complicated underwriting on one end (SBA loans, banks, credit unions), and high costs and simple underwriting on the other end (merchant cash advance, etc.)

~~Business~~15 ~~Warrior~~Table ~~uses technology, data, and unique understanding~~ of certain small businesses to combine the high quality and fair pricing of banks and credit unions with the speed and ease of merchant cash advance providers. For those businesses with an online presence and certain other characteristics, Business Warrior is better, faster, and more fair than other solutions.Contents

Marketing Agencies

The premium marketing services that we offer through our subsidiary, Helix House, competes with national and local digital marketing agencies such as KlientBoost, OpenMoves, WebFX, Zoek, and SmartSites. While Helix House is transitioning to sole focus on lender marketing services, our legacy marketing services face competition from other agencies as indicated above.

InHelix ~~general,~~House's transition to focus exclusively on lender marketing services under the ~~bases~~Business ~~upon~~Warrior ~~which~~umbrella westrengthens ~~compete~~the ~~are~~company's Ucompetitive edge.S. ~~based~~This ~~small~~shift ~~business~~harnesses ~~owners~~the ~~(service~~agency's ~~area~~established ~~businesses~~model of cultivating long-term client relationships, ~~medical~~resulting ~~spas~~in low turnover and fostering a stable, ~~alternative~~reliable ~~medicine~~revenue stream. By directing this client-centric approach towards lender marketing, ~~plastic~~Business ~~surgeons)~~Warrior leverages Helix House's proven track record of growth and client reinvestment. This strategic move is designed to enhance profitability for both the agency and its lending clients, ~~earning~~ensuring $5a symbiotic path to sustained revenue growth and market success. Leveraging its history of nurturing enduring client relationships,~~000~~ Helix House brings its distinct attributes to ~~$50~~aid lenders in acquiring more borrowers. By employing strategies that balance agency services,~~000~~ ~~monthly~~analytics ~~revenue~~and media investment, ~~with~~Helix 1House ensures that lenders witness short-50 ~~employees~~and long-term success, encouraging sustained partnership. Furthermore, focusing on revenue impact rather than superficial metrics cultivates trust and proves the effectiveness of the campaigns.

~~The~~When ~~Helix~~lenders ~~House~~engage ~~model~~with ~~differs~~both ~~from~~Business ~~other~~Warrior's ~~premium~~PayPlan ~~agencies~~and inHelix ~~this~~House's ~~space~~marketing byservices, ~~prioritizing~~they ~~long-term~~benefit ~~client~~from ~~relationships~~an ~~which~~optimized ~~elicits~~borrower anfunnel ~~extremely~~and ~~low~~enhanced ~~churn~~data ~~rate.~~analysis, ~~This~~leading ~~limits~~to ~~volatility~~increased ~~and~~profitability. ~~provides~~This ancollaborative ~~additional~~success, ~~channel~~in ~~for~~turn, ~~revenue~~fuels ~~growth~~Business asWarrior's ~~clients~~growth ~~continue~~through toescalated ~~reinvest~~loan ~~with~~volumes, ~~the~~creating ~~agency~~a ~~to double~~win-~~down~~win onsituation ~~proven~~for ~~growth~~all ~~and~~parties ~~success~~involved.

~~Helix~~Lender ~~House’s~~specific ~~low~~marketing ~~churn~~agencies ~~rate~~are isfar ~~attributed~~and tofew ~~two~~between ~~primary factors. First, small business packages strategically balance investment~~ in ~~agency~~the ~~services and investment in media which fuels advertising campaigns~~industry. ~~This~~While ~~helps~~there ~~small~~is ~~businesses~~no ~~see~~direct ~~rapid~~competitor ~~initial~~to ~~success~~lender ~~and~~marketing ~~incentives further investment with the agency. Second~~services, ~~Helix~~marketing ~~House~~agencies ~~reports directly on revenue generated through advertising rather than on “vanity metrics”~~ as ~~prioritized~~mentioned byin ~~many~~this ~~agencies.~~section ~~This~~above ~~degree~~remain ofour ~~transparency~~primary ~~builds client trust and supports the efficacy of advertising services~~competition.

Additionally, Helix House clients are supported by data from the Business Warrior SaaS platform and have access to growth capital through Business Warrior Funding. This trifecta is completely unique in the small business advertising space, providing Business Warrior and Helix House clients with a strong advantage over their competition.

The Business Warrior score and platform provides a unique competitive advantage and reduction of cost per acquisition of premium marketing clients. Helix can quickly evaluate the viability of a lead from the SaaS platform due to business score, thus eliminating hours of background research on lead appointments that is standard in the industry. Through Business Warrior offering the basics of how a potential client is already performing with their marketing; Helix has sales insights simply by having access to the Business Warrior data. These insights are used during the sales process to best product match fit the lead for Helix premium services, including placing leads into higher revenue generating packages from the start of the relationship versus stair-stepping that occurs in most other agencies.

21 Table of Contents

Once a business owner becomes a Helix customer, the business owner’s experience and our competitive advantage are amplified. The connectedness between the Business Warrior score (and its improvements done by Helix) display instant progress to new clients. When layering in Business Warrior Funding as a mechanism to increase advertising spend, we have created an ecosystem of sustainable revenue.

● Lead generation from the SaaS platform (the Business Warrior score) ● Quick evaluation of a leads ability to perform ● Improvements of the Business Warrior score due to Helix’s quality of work ● A clear pathway to offer Business Warrior Funding to accelerate a Helix client’s return on investment.

Employees and Key Consultants

As of August 31, ~~2022~~2023, we had 3221 full-time employees, all of whom are based in the United States. We supplement our workforce with contractors and consultants globally.

Available information

Our website address is https://businesswarrior.com. We do not intend our website address to be an active link or to otherwise incorporate by reference the contents of the website into this Report. The public may read and copy any materials the Company files with the U.S. Securities and Exchange Commission (the “SEC”) at the SEC’s Public Reference Room at 100 F Street, NE, Washington, DC 20549. The public may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0030. The SEC maintains an Internet website (http://www.sec.gov) that contains reports, proxy and information statements and other information regarding issuers that file electronically with the SEC.

Table of Contents

ITEM 1A. RISK FACTORS

N/A

ITEM 1B. UNRESOLVED STAFF COMMENTS

N/A

ITEM 2. PROPERTIES

We have an office lease in Scottsdale from our acquisition of Helix House, which we pay $6,000 per month and the lease expired on August 31, 2022. The entire organization now works remotely.

ITEM 3. LEGAL PROCEEDINGS

On March 18, 2022, the Company settled Case No. CV2020-050103, brought in the Arizona Superior Court in and for Maricopa County. The Company agreed to pay the plaintiff, Sabin Burrell, $325,000.00 and to deliver 7,500,000 shares of Company common stock. Payments required by the settlement agreement have been made.

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

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

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

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

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

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

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

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 4. MINE SAFETY DISCLOSURES

N/A

2217 Table of Contents

PART II

Market Information

Our common stock is quoted on the OTC Pink marketplace under the symbol “BZWR”.

Set forth below are the range of high and low bid quotations for the periods indicated as reported by the OTC Pink marketplace. The market quotations reflect inter-dealer prices, without retail mark-up, mark-down or commissions and may not necessarily represent actual transactions.

Quarter Ended	High Bid		Low Bid
August 31, 2023	$	0.0042	$	0.0039
May 31, 2023	$	0.0046	$	0.0046
February 28, 2023	$	0.0069	$	0.006
November 30, 2022	$	0.01	$	0.008
August 31, 2022	$	0.0125	$	0.0105
May 31, 2022	$	0.~~0270~~0027	$	0.0259
February 28, 2022	$	0.0637	$	0.~~0600~~06
November 30, 2021	$	0.0108	$	0.0956
November 28, 2021	$	0.011	$	0.008
August 31, 2021	$	0.1990	$	0.1811
May 28, 2021	$	0.0950	$	0.0900
February 26, 2021	$	0.2000	$	0.1475
November 30, 2020	$	0.0170	$	0.0140

Capital Stock

The Company has two classes of stock: common and preferred. The Company’s Certificate of Incorporation authorizes the issuance of up to 850,000,000 shares of Common Stock, par value $0.0001 per share, and 10,000,000 shares of preferred stock, par value $0.0001 per share. The descriptions of the Company’s equity securities as set forth below are qualified by reference to the Company’s articles of incorporation and the specific instruments creating such securities.

Common Stock

General

As of ~~January~~February 3015, ~~2023~~2024, there were ~~465~~506,~~618~~961,~~093~~773 shares of the registrant’s common stock issued and outstanding.

Voting Rights

Holders of Company’s Common Stock are entitled to one vote per share on each matter submitted to vote of the Company’s stockholders. Holders of Common Stock do not have cumulative voting rights.

Dividends

Subject to preferences that may be applicable to any then-outstanding preferred stock, holders of common stock are entitled to share in all dividends that the board of directors, in its discretion, declares from legally available funds. We have not historically declared or paid cash dividends on our common stock.

2318 Table of Contents

Other Rights

Stockholders do not have any preemptive rights or other similar rights to acquire additional shares of Company’s Common Stock or other securities. In the event of liquidation, dissolution or winding up, subject to preferences that may be applicable to any then-outstanding preferred stock, each outstanding share of Common Stock entitles its holder to participate ratably in all remaining assets of the Company that are available for distribution to stockholders after providing for each class of stock, if any, having preference over the common stock.

All outstanding shares of Common Stock are fully paid and non-assessable.

Warrants

The following summary of certain terms and provisions of the Warrants to purchase common stock (the Warrants) is not complete and is subject to, and qualified in its entirety by, the provisions of the Warrant, the form of which is filed as an exhibit hereto and incorporated by reference into the registration statement of which this prospectus supplement forms a part. Prospective investors should carefully review the terms and provisions of the form of Warrant for a complete description of the terms and conditions of the Warrants.

Warrants to purchase up to an aggregate of 186,136,207 shares of common stock were issued on October 11, 2022.

Duration and Exercise Price

Each Warrant has an exercise price per share equal to $0.012463. The Warrants are immediately exercisable and will expire on the fifth anniversary of their respective original issuance dates. The exercise price is subject to adjustment for certain dilutive issuances and the exercise price and number of shares of common stock issuable upon exercise of the Warrants is subject to adjustment in the event of stock dividends, stock splits, reorganizations or similar events.

Exercisability

The Common Warrants will be exercisable, at the option of each holder, in whole or in part, by delivering to us a duly executed exercise notice accompanied by payment in full for the number of shares of our common stock purchased upon such exercise (except in the case of a cashless exercise as discussed below). A holder (together with its affiliates) may not exercise any portion of such holder’s Common Warrant to the extent that the holder would own more than 4.99% of the outstanding shares of common stock immediately after exercise, except that upon at least 61 days’ prior notice from the holder to us, the holder may increase the amount of ownership of outstanding shares of common stock after exercising the holder’s Common Warrants up to 9.99% of the number of shares of common stock outstanding immediately after giving effect to the exercise, as such percentage ownership is determined in accordance with the terms of the Warrants. No fractional shares of common stock will be issued in connection with the exercise of a Common Warrant. In lieu of fractional shares, we will either pay the holder an amount in cash equal to the fractional amount multiplied by the exercise price or round up to the next whole share.

Cashless Exercise

A holder may elect to receive upon exercise (either in whole or in part) the net number of shares of common stock determined according to a formula set forth in the Warrants in lieu of making the cash payment otherwise contemplated upon such exercise in payment of the aggregate exercise price; provided that such election shall only be applicable if, at the time a holder exercises its Warrants, a registration statement registering the issuance of the shares of common stock underlying the Warrants under the Securities Act is not then effective or available.

Purchase Rights

If at any time the Company grants, issues or sells any Options, Convertible Securities or rights to purchase stock, warrants, securities or other property pro rata to the record holders of any class of Common Stock (the “Purchase Rights”), then the Holder will be entitled to acquire, upon the terms applicable to such Purchase Rights, the aggregate Purchase Rights which the Holder could have acquired if the Holder had held the number of shares of Common Stock acquirable upon complete exercise of this Warrant (without regard to any limitations or restrictions on exercise of this Warrant, including without limitation, the Maximum Percentage) immediately before the date on which a record is taken for the grant.

2419 Table of Contents

Fundamental Transaction

The Company shall not enter into any fundamental transaction, as described in the Warrants and generally including any merger with or into another entity, sale of all or substantially all of our assets, tender offer or exchange offer, or reclassification of our shares of common stock, unless (i) the Successor Entity assumes in writing all of the obligations of the Company under the Warrant and (ii) the Successor Entity (including its Parent Entity) is a publicly traded corporation whose common stock is quoted on or listed for trading on a national market or on OTC Markets or a successor thereto.

The Holder may elect, at its sole option, that the Company or the Successor Entity (as the case may be) shall purchase this Warrant from the Holder on the date of such request by paying to the Holder cash in an amount equal to the Black Scholes Value. Payment of such amounts shall be made by the Company (or at the Company’s direction) to the Holder on or prior to the later of (x) the second (2^nd) Trading Day after the date of such request and (y) the date of consummation of such Fundamental Transaction.

Transferability

Subject to applicable laws, a Common Warrant may be transferred at the option of the holder upon surrender of the Warrant to us together with the appropriate instruments of transfer, opinions and payment of funds sufficient to pay any transfer taxes (if applicable).

Exchange Listing

There is no trading market available for the Warrants on any securities exchange or nationally recognized trading system. We do not intend to list the Warrants on any securities exchange or nationally recognized trading system.

Right as a Stockholder

Except as otherwise provided in the Warrants or by virtue of such holder’s ownership of shares of our common stock, the holders of the Warrants do not have the rights or privileges of holders of our common stock, including any voting rights, until they exercise their Warrants.

Preferred Stock

The Company is authorized to issue from time to time, in one or more series, 10,000,000 shares of “blank check” preferred stock, par value $0.001 per share, subject to any limitations prescribed by law, without further vote or action by the shareholders. Each such series of preferred stock shall have such number of shares, designations, preferences, voting powers, qualifications, and special or relative rights or privileges as shall be determined by the Company’s board of directors, which may include, among others, dividend rights, voting rights, liquidation preferences, conversion rights and preemptive rights. As of August 31, ~~2022~~2023, there were three series of preferred stock designated:

Series A. There are 15,500 Series A Preferred Shares authorized outstanding. The Series A Preferred are convertible into common shares and have voting rights equal to .01% of the Company’s common shares then outstanding for each Series A Preferred Share.

2520 Table of Contents

Series B. There are 100,000 Series B Preferred Shares authorized. As of August 31, ~~2022~~2023, there were 12,017 Series B shares issued. As of ~~February~~December 13, 2023 there are none issued and outstanding. The Series B shares have the following rights:

· Stated/Liquidation value of $100.00 per share · No Voting rights except as required by law. · Are convertible into common shares based upon 80% of average closing prices for a share of Common Stock on the principal exchange or market on which such shares are then trading for the 20 trading days immediately preceding the conversion date.

Series C. There are 50,000 Series C Preferred Shares authorized and 50,000 Series C Preferred Shares issued and outstanding. These shares were issued in conjunction with the FluidFi transaction and as part of the Company’s lawsuit against Timothy Li, is seeking the return of these shares. See Item 3 Legal Proceedings.

Dividends on Common Stock. The holders of the Series C Preferred Stock shall be entitled to any dividend that is payable to the holders of the Corporation’s common stock on the basis of the Series C Preferred having been converted into shares of common stock.

Preferred C Dividend. From and after the date of the issuance of any shares of Series C Preferred Stock, dividends at the rate per annum of seven percent (7%) of the Series C Original Issue Price ($100), plus the amount of previously accrued dividends, compounded annually, shall accrue on each share then outstanding

Ranking. The Series C Preferred Stock will, with respect to dividend rights and rights upon liquidation, winding-up or dissolution, rank: (a) senior to the Corporation’s Common Stock; (b) pari passu with respect to any other series of Preferred Stock, as set forth in the Certificate of Designations with respect to such Preferred Stock; and (c) junior to all existing and future indebtedness of the Corporation.

Voting. On any matter presented to the shareholders of the Corporation for their action or consideration at any meeting of shareholders of the Corporation (or by written consent of shareholders in lieu of meeting), 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

Election of Directors. The holders of record of the shares of Series C Preferred Stock, exclusively and as a separate class, shall be entitled to elect one (1) director of the Corporation.

Optional Conversion into Common Stock. Each share of Series C Preferred Stock shall be convertible, at the option of the holder thereof, at any time and from time to time, and without the payment of additional consideration by the holder thereof, into a number of fully paid and nonassessable shares of Common Stock determined as follows:

The original issuance price divided by the average closing price of a share of Common Stock on the principal exchange or market on which such shares are then trading for the 20 trading days immediately preceding the date upon which the Notice of Conversion is delivered to the Company. However, in no case shall the Series C Conversion price multiplied by the total number of shares of common stock issued and outstanding be less than $30,000,000; nor shall the Series C Conversion Price multiplied by the total number of shares of common stock issued and outstanding be more than Fifty Million Dollars ($50,000,000). In such case, the Series C Conversion Price shall be adjusted so that the Series C Preferred Conversion Price per share multiplied by the number of shares of common stock then issued and outstanding shall be $50,000,000.

Mandatory Conversion. Upon the Corporation achieving a Market Capitalization (“Market Capitalization” being the number of then issued and outstanding shares of Common Stock multiplied by the closing price for the Corporation’s shares of Common Stock as reported by its Principal Market) average One Hundred Fifty Million Dollars ($150,000,000) or more for the prior continuous 180 days prior to August 31, 2025, then (i) all outstanding shares of Series C Preferred Stock shall automatically be converted into shares of Common Stock, at the then effective conversion rate.

Redemption by the Company. Beginning 36 months from the Issuance Date of any shares of the Series C Preferred, if the Corporation’s Market Capitalization is above $50,000,000 but below $150,000,000, the Corporation may, at its election and in its sole discretion, redeem such shares of Series C Preferred Stock outstanding, for an amount per share equal to the Series C Preferred Initial Price plus any accrued and unpaid dividends due thereon.

2621 Table of Contents

Transfer Agent and Registrar

The transfer agent and registrar for our common stock is Pacific Stock Transfer Co., 6725 Via Austi Parkway, Suite 300, Las Vegas, NV 89119, Phone # (702) 361-3033.

Recent Sales of Unregistered Securities

In the first fiscal quarter, September 1, 2021 through November 30, 2021, the Company issued:

	·	21,875,000 shares of common stock in exchange for $1,750,000 of cash associated with a Regulation A
	·	200,000 shares of restricted common stock in exchange for $10,000 of cash to a limited amount of investors under a Regulation D offering
	·	150,000 shares of restricted common stock for consulting services

In the second fiscal quarter, December 1, 2021 through February 28, 2022, the Company issued:

	·	9,720,000 shares of restricted common stock for employee bonuses
	·	523,719 shares of restricted common stock for consulting services
	·	792,624 shares of restricted common stock in exchange for $39,631 in an outstanding note

In the third fiscal quarter, March 1, 2022 through May 31, 2022, the Company issued:

	·	18,004,115 shares of restricted common stock as a part of the acquisition of Helix House
	·	1,389,414 shares of restricted common stock for consulting services
	·	7,500,000 shares of restricted common stock as a part of a debt settlement
	·	1,465,000 shares of restricted common stock for employee bonuses
	·	The Company cancelled 15,020,023 shares of common stock in exchange for 12,017 of Preferred B shares

In the fourth fiscal quarter, June 1, 2022 through August 31, 2022, the Company issued:

	·	8,790,111 shares of restricted common stock as a fee to setup a debt instrument
	·	1,666,666 shares of restricted common stock for employee bonuses
	·	10,000,000 shares of common stock in exchange for $100,000 cash as a part of an offering filed through an S-1
	·	3,365,687 shares of restricted common stock for consulting services

All of the securities referred to, above, were offered and sold without registration under the Securities Act of 1933, as amended (the “Securities Act”) in reliance on the exemptions provided by Section 4(a)(2) of the Securities Act as provided in Regulation D promulgated thereunder. All of the foregoing securities as well the Common Stock issuable upon conversion or exercise of such securities, have not been registered under the Securities Act or any other applicable securities laws and are deemed restricted securities, and unless so registered, may not be offered or sold in the United States except pursuant to an exemption from the registration requirements of the Securities Act.

The offering and sales of securities did not involve a public offering; the Company made no solicitation in connection with the sale other than communications with the investors; the Company obtained representations from the investors regarding their investment intent, experience, and sophistication; and the investors either received or had access to adequate information about the Company in order to make an informed investment decision.

2722 Table of Contents

ITEM 6. SELECTED FINANCIAL DATA

N/A

ITEM 7. 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 annual report on Form 10-K. 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 this annual report on Form 10-K titled “Risk Factors” beginning at page 5 above and “Forward-Looking Statements” beginning at page 3 above.

Results of Operations

Years Ended August 31, ~~2022~~2023 and ~~2021~~2022

Our cash as of August 31, 2022 was $382,431 compared to $4,251,741 in the previous period. The decrease in the Company’s cash position is due to the net cash paid of $1,328,596 and payoff of acquired partner debt of $1,200,000 for two acquisitions made during the period. As a result of shift in our strategy to decrease nonrecurring revenue in exchange for long-term monthly recurring revenue and ongoing expenditures in pursuit of our business, we have incurred net losses in the period. Our accumulated deficit at August 31, 2022 was $(10,956,604). Accounts Receivables for the period ending August 31, 2022 increased to $542,428 compared to $45,284 on August 31, 2021. The increase in Accounts Receivables is due to the business operations of the two companies acquired, Helix House and Alchemy Technologies.

Revenues

For the twelve months ended August 31, ~~2022~~2023, and ~~2021~~2022 the Company had revenues of $34,~~710~~297,~~370~~122 and $53,~~523~~710,~~458~~370, respectively. Cost of sales were $13,~~253~~110,~~649~~737 and $841,~~519~~253,649 for the period, representing 3472% and ~~1.5~~34% of revenue respectively. The ~~decrease~~increase in sales is attributed to ~~a shift away from nonrecurring projects that produced~~ an ~~inordinate~~added ~~amount~~revenue ofchannel ~~one-time~~for ~~revenue~~the inCompany’s ~~the~~new ~~prior~~product, ~~period~~PayPlan, and ~~the~~an ~~current~~increase ~~period~~in ~~represents~~marketing aagency ~~shift~~revenue togenerated ~~more~~from ~~consistent~~the ~~monthly~~Company’s ~~recurring~~subsidiary, ~~revenue~~Helix. The increase in Cost of Sales was due to the business ~~models~~model from Helix ~~and Alchemy both~~ having a ~~higher~~high Cost of Sales associated with digital advertising costs. ~~Helix~~Additionally, ~~represented~~the company had $~~668~~1,~~216~~058,580 of revenue in the ~~Cost~~last offiscal ~~Sales~~quarter ~~from~~ended ~~advertising~~August ~~costs~~31, on2023, ~~behalf~~which ~~their~~represents ~~clients~~a ~~and~~16% ~~Alchemy~~increase ~~represented~~as ~~$497~~compared to the previous quarter ended May 31,~~711~~ 2023. The majority of the increase in the quarter was due to revenue growth of $52,964 from the ~~software~~Company’s ~~development~~PayPlan ~~costs~~product ~~associated~~line, ~~with~~and ~~each~~$81,231 ~~custom~~revenue ~~software~~growth ~~development~~in ~~project~~the Helix marketing agency subsidiary.

Operating Expenses

For the twelve-month period ending on August 31, ~~2022~~2023 and ~~2021~~2022 we had operating expenses of $64,~~272~~143,~~413~~270 and $46,~~660~~272,~~494~~413 respectively. ~~Advertising~~The decrease is attributable to a reduction in advertising and promotion ~~decreased~~ by 5082%, ~~salaries~~general and ~~wages~~administrative ~~increased~~ by 1954%, and ansalaries ~~increase~~and inwages ~~professional services~~ by 657%. ~~All~~The ofdecreases in these ~~changes~~expenses are ~~due~~attributable to the consolidation of expenses related to the ~~acquisition and integration of the~~ two acquisitions made ~~during~~in the ~~period~~previous fiscal year, and anarrowed ~~shift~~focus ~~away~~on ~~from~~building ~~the~~new ~~promotion of short~~long-term monthly recurring revenue ~~projects~~products in(PayPlan) ~~the~~with ~~previous~~one ~~period~~common tovertical afor ~~new~~all ~~phase~~divisions of the company ~~where the Company focused on building new long-term monthly recurring revenue products~~.

Net Loss

For the twelve months ended August 31, ~~2022~~2023 and ~~2021~~2022 we had Net ~~Income~~ (Loss) of $(75,~~591~~298,~~250~~196) and $(27,~~032~~591,~~533~~250), respectively. The operating loss for the period ending August 31, ~~2022~~2023 of $(32,~~484~~956,~~086~~885) compared to Operating Net ~~Income~~(Loss) in the previous period of ~~$778~~(3,~~445~~815,692) is attributable to ~~a decrease in revenue,~~ an increase in ~~cost of sales~~revenue, and ana ~~increase~~decrease in operating expenses. The vast majority of the remaining loss in the period ending August 31, 2022 came from an adjustment due to Goodwill Impairment, which was $(4,023,823), from the two companies the Company acquired in March and June of 2022.

28Assets ~~Table~~and ~~of Contents~~Liabilities

Our total current assets decreased to $510,939 from $1,011,896 for the period ended August 31, 2023, compared to August 31, 2022. The decrease is attributable to a decrease in cash by $238,259, a decrease in the current portion of loans receivables of $24,139, and a decrease in Accounts Receivables by $367,908 compared to the previous twelve-month period. These decreases were slightly offset by an increase in the fair market value of investments of $86,000, and an increase of $43,350 of other current assets.

Total current liabilities increased to $6,264,834 from $3,021,749 during the twelve-month period ended August 31, 2023, compared to our year end August 31, 2022. The majority of the increase is attributable to a contract liability of $2,755,478 on August 31, 2023 compared to $0 on August 31, 2022. The increase reflects an increase in accounts payable and accrued liabilities to $1,904,281 compared to $1,063,345 on August 31, 2022. There is an increase in accrued dividends payable by $408,333 as of August 31, 2022 compared to $0 the previous year. This was offset by a decrease of $474,977 in deferred revenue, a decrease of $30,152 in the current portion of notes payable, and a decrease in an earn out payable of $300,000.

Total liabilities increased to $8,707,254 for the period ended August 31, 2023, compared to $3,248,034 for the period ended August 31, 2022. The increase is due to a line of credit for $1,629,801, derivative liability of $325,246, and non-current earnout payable of $300,000.

Table of Contents

Liquidity and Capital Resources

Working Capital

	August 31,2022			August 31,2021
	August 31,2023			August 31,2022
Current Assets	$	1510,~~011,896~~939		$	41,~~297~~011,~~025~~896
Current Liabilities	$	36,~~021~~264,~~749~~834		$	23,~~254~~021,~~812~~749
Working Capital (Deficiency)	$	(25,~~009~~753,~~853~~895	)	$	2,~~042~~009,~~213~~853

Current liabilities as of August 31, ~~2022~~2023 and ~~2021~~2022 were $36,~~021~~264,~~749~~834 and $23,~~254~~021,~~812~~749 respectively, an increase of $~~719~~3,~~197~~243,085. The primary reason for the increase was an increase in ~~Accounts~~an ~~payable~~accrued ~~from~~contract ~~the~~liability ~~two~~of ~~companies~~$2,755,478, ~~acquired~~net of discount $244,522 ~~Helix~~as ~~House~~of August 31, 2023, an increase in accounts payable and ~~Alchemy~~accrued liabilities of $840,936, and an accrued dividends payable of $408,333. This was offset by a decrease in deferred revenue of $474,977.

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

Cash Flows

	Year Ended			Year Ended
	August 31,2022			August 31,2021
	August 31,2023			August 31,2022
Net Cash Used in Operating Activities	$	(31,~~777~~148,~~749~~303	)	$	(13,~~570~~777,~~271~~749	)
Net Cash Provided by Investing Activities	$	(1169,~~894,744~~639	)	$	(~~101~~1,~~498~~894,744	)
Net Cash Provided by Financing Activities		1740,~~803,183~~403			21,~~729~~803,~~217~~183
Net Increase (decrease) in Cash	$	(3238,~~869,310~~260	)	$	4(3,~~197~~869,~~990~~310	)

Operating Activities

Cash used by operating activities

The Company used $31,~~777~~148,~~749~~302 in cash from operating activities for the year ended August 31, ~~2022~~2023 as compared to a use of $13,~~570~~777,~~271~~749 for the year ended August 31, ~~2021~~2022. The ~~increase~~Company ishad ~~due~~a decrease in Net Loss of $2,293,054 as compared to ~~higher~~the ~~general~~previous twelve-month period. Depreciation and ~~administrative~~amortization ~~expenses~~increased by $213,537, amortization of debt discount increased by $484,270, accounts receivable decreased by $367,908 and ~~higher~~accounts ~~software~~payable ~~development~~and accrued liabilities increased by $3,596,414. That was offset by increases in change in fair market value of derivative liability of $386,344, unrealized gain on investments $86,000, and a decrease in deferred revenue of $474,977.

~~Cash~~The ~~used~~Company bydid ~~investing~~experience ~~activites~~an increase in expenses for salaries and wages in the Helix division, and for software development contractor costs due to inflation for the year ended August 31, 2023.

~~The~~Cash ~~Company used $1,894,744 in cash~~ from investing activities for the year ended August 31, 2022 as compared to a use of $101,498 for the year ended August 31, 2021. The increase is due to higher general and administrative expenses and higher software development costs.

~~Cash~~The ~~provided~~Company bygained ~~financing~~$169,639 in cash from investing activities for the year ended August 31, 2023 as compared to a use of $1,894,744 for the year ended August 31, 2022. The increase is attributed to net cash paid for business acquisition of $0 compared to $(1,328,596) on August 31, 2023 and August 31, 2022 respectively, a net positive change of $606,450 in the issuance of loans receivable, and $0 in the purchase of property and equipment compared to $(213,103) the previous year. The increases were slightly offset by a decrease in the amount of payments received on loans receivable by $169,639.

~~Net~~Cash ~~cash~~ from financing activities was $1,803,183 for the period ending August 31, 2022 as compared to $2,729,217 for the same period in 2021. The majority of the financing activity comes from the issuance of shares of the Company’s common stock, but was $951,436 less than the previous year.

The Company’s ~~did~~net ~~experience~~cash anfrom ~~increase~~financing inactivities ~~expenses~~$740,403 for ~~salaries~~the ~~and~~year ~~wages~~ended inAugust 31, 2023 compared to $1,803,183 compared to the ~~Helix~~previous ~~division~~year ended August 31, ~~and~~2022. ~~for~~The ~~software~~majority ~~development~~of ~~contractors~~the ~~costs~~decrease ~~due~~is attributable to ~~inflation~~$0 ~~for~~in proceeds from issuance of common stock compared to $1,860,001 the previous year. ~~ended~~This ~~August~~was 31offset by $766,000 ~~2022~~in proceeds from the line of credit, and $78,357 in proceeds of notes payable.

29Total ~~Table~~cash and cash equivalents at the end of ~~Contents~~the year is $144,171 compared to $382,431 at the beginning of the year The decrease is attributable to Net cash of $(1,148,303) in operating activities and offset by $169,639 from investing activities and $740,403 in financing activities.

Table of Contents

Series A:

The Series A Preferred Stock was authorized in 2020 and each share of Series A preferred stock is convertible into 0.1% of the total number of shares of Common Stock outstanding at the Conversion Time. On any matter presented to the shareholders of the Corporation for their action or consideration at any meeting of shareholders of the Corporation (or by written consent of shareholders in lieu of meeting), each holder of outstanding shares of Series A 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 A Preferred Stock held by such holder are convertible.

Series B Preferred Stock Purchase Agreements

On May 11, 2022, the Company filed a Designation of Series B convertible Preferred Stock with the state of Wyoming, designating 100,000 shares of the Series B Preferred Stock with a stated value of $100 per share. Each share of Series B Preferred Stock shall be convertible, at the option of the holder thereof, at any time and from time to time, and without the payment of additional consideration by the holder thereof, into that number of fully paid and nonassessable shares of Common Stock (whether whole or fractional) that have a Fair Market Value, in the aggregate, equal to the Series B Conversion Price. The “Series B Conversion Price” shall initially be equal to $100.00. Such initial Series B Conversion Price, and the rate at which shares of Series B Preferred Stock may be converted into shares of Common Stock, shall be subject to adjustment as provided below. “Fair Market Value” shall mean as of any date of determination, 80% of the average closing price of a share of Common Stock on the principal exchange or market on which such shares are then trading for the 20 trading days immediately preceding such date. Series B Preferred Stock do not have any voting rights except as required by law.

On May 31, 2022, the Company exchanged 12,491,967 shares of common stock for 9,994 series B preferred shares, and 2,528,056 shares of common stock for 2,023 series B preferred shares.

Series C:

The Series C Preferred Stock was authorized in 2022 and each holder of outstanding shares of Series C Preferred Common 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. The Series C Preferred Stock is convertible into common shares based upon the average closing price for a share of Common Stock on the principal exchange or market on which such shares are then trading for the 20 trading days immediately preceding the conversion date. Notwithstanding the foregoing, in no case shall the Series C Conversion Price multiplied by the total number of shares issued and outstanding be more than ~~Forty~~Fifty Million Dollars ($4050,000,000) (the “Market Capitalization Cap”). Should the Market Capitalization Cap be exceeded, the Series C Conversion Price per share multiplied by the number of shares then issued and outstanding shall be $50,000,000.

Going Concern

At August 31, ~~2022~~2023, we had a working capital ~~deficiency~~deficit, anstockholders’ ~~accumulated~~ deficit, and aaccumulated ~~stockholders’~~deficit ~~equity~~ of $15,~~962~~753,~~113~~895, $106,~~956~~237,~~604~~ 986 and $~~629~~16,~~600 respectively in the fiscal year ended August 31~~663, ~~2022~~133. We have generated minimal revenues and have incurred losses during the period. Accordingly, we will be dependent on future additional financing in order to expand our business, which the Company has ansubsequently ~~existing~~raised ~~line~~additional ofcapital ~~credit~~as mentioned in ~~place~~the ofsubsequent ~~up to five million dollars~~events. We are considered a development stage company in the ~~online~~digital technology and lending software industry. As of August 31, ~~2022~~2023, there is no assurance that we will be able raise sufficient capital to sustain our operations. We expect to incur further losses in the development of our business, all which casts substantial doubt about our ability to continue as a going concern. Our ability to continue as a going concern is dependent upon our ability to generate future profitable operations and/or to obtain the necessary financing to meet our obligations and repay our liabilities arising from normal business operations when they come due.

3025 Table of Contents

Application of Critical Accounting Policies

Use of Estimates

The preparation of these statements in accordance with United States generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses in the reporting period. The Company regularly evaluates estimates and assumptions related to fair value of assets acquired and liabilities assumed in business combinations, fair value of consideration issued in business combinations, valuation of convertible debenture conversion options, derivative instruments, deferred income tax asset valuations, financial instrument valuations, share-based payments, other equity-based payments, and loss contingencies. The Company bases its estimates and assumptions on current facts, historical experience, and various other factors that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the accrual of costs and expenses that are not readily apparent from other sources. The actual results experienced by the Company may differ materially and adversely from the Company’s estimates. To the extent there are material differences between the estimates and the actual results, future results of operations will be affected.

Revenue Recognition

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

Impairment of Long-Lived Assets

We continually monitor events and changes in circumstances that could indicate carrying amounts of long-lived assets may not be recoverable. When such events or changes in circumstances are present, we assess the recoverability of long-lived assets by determining whether the carrying value of such assets will be recovered through undiscounted expected future cash flows.

If the total of the future cash flows is less than the carrying amount of those assets, we recognize an impairment loss based on the excess of the carrying amount over the fair value of the assets. Assets to be disposed of are reported at the lower of the carrying amount or the fair value less costs to sell.

Stock-based compensation

We record stock-based compensation in accordance with ASC 718, Compensation – Stock Based Compensation, which requires the measurement and recognition of compensation expense based on estimated fair values for all share-based awards made to employees and directors, including stock options.

ASC 718 requires companies to estimate the fair value of share-based awards on the date of grant using an option-pricing model. We use the Black-Scholes option pricing model as its method in determining fair value. This model is affected by our stock price as well as assumptions regarding a number of subjective variables. These subjective variables include, but are not limited to our expected stock price volatility over the terms of the awards, and actual and projected employee stock option exercise behaviors. The value of the portion of the award that is ultimately expected to vest is recognized as an expense in the statement of operations over the requisite service period.

Financial Instruments

FASB ASC 820, Fair Value Measurements and Disclosures, defines fair value, establishes a framework for measuring fair value under generally accepted accounting principles and enhances disclosures about fair value measurements. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Valuation techniques used to measure fair value, as required by ASC 820, must maximize the use of observable inputs and minimize the use of unobservable inputs.

3126 Table of Contents

Our assessment of the significance of a particular input to the fair value measurements requires judgment and may affect the valuation of the assets and liabilities being measured and their placement within the fair value hierarchy. The carrying values of accounts payable, convertible debentures and promissory note approximate fair values because of the short-term maturity of these instruments. Unless otherwise noted, it is management’s opinion that we are not exposed to significant interest, currency or credit risks arising from these financial instruments.

Basic and Diluted Net Loss Per Share

We compute net loss per share in accordance with ASC 260, Earnings per Share. ASC 260 requires presentation of both basic and diluted earnings per share (EPS) on the face of the statement of operations. Basic EPS is computed by dividing net income (loss) available to common shareholders (numerator) by the weighted average number of shares outstanding (denominator) during the period. Diluted EPS gives effect to all dilutive potential common shares outstanding during the period using the treasury stock method and convertible preferred stock using the if-converted method. In computing diluted EPS, the average stock price for the period is used in determining the number of shares assumed to be purchased from the exercise of stock options or warrants. Diluted EPS excludes all dilutive potential shares if their effect is anti-dilutive.

Recent Accounting Pronouncements

We have implemented all other new accounting pronouncements that are in effect and that may impact its financial statements and does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations.

Off-Balance Sheet Arrangements

We do not have any off -balance sheet arrangements

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

N/A

3227 Table of Contents

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

BUSINERSS WARRIOR CORPORATION

CONSOLIDATED FINANCIAL STATEMENTS

AUIGUST 31, ~~2022~~2023

Report of Independent Registered Public Accounting Firm (PCAOB I.D. 106)		F-1
Report of Independent Registered Public Accounting Firm (PCAOB I.D. 3289)		F-1
Consolidated Balance Sheets as of August 31, 2022 and 2021		F-2
Consolidated Balance Sheets as of August 31, 2023 and 2022		F-2
Consolidated Statements of Operations for the years ended August 31, 2022 and 2021		F-3
Consolidated Statements of Operations for the years ended August 31, 2023 and 2022		F-3
Consolidated Statements of Changes in Stockholders’ Deficit for the years ended August 31, 2022 and 2021		F-4
Consolidated Statements of Changes in Stockholders’ Deficit for the years ended August 31, 2023 and 2022		F-4
Consolidated Statements of Cash Flows for the years ended August 31, 2022 and 2021		F-5
Consolidated Statements of Cash Flows for the years ended August 31, 2023 and 2022		F-5
Notes to the Consolidated Financial Statements		F-6 - F-1522

3328 Table of Contents

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and

Stockholders of Business Warrior Corporation

Opinion on the Financial Statements

We have audited the accompanying balance sheets of Business Warrior Corporation (the “Company”) as of August 31, ~~2022~~2023 and ~~2021~~2022, and the related statements of operations, stockholders’ equity, and cash flows for each of the years in the two-year period ended August 31, ~~2022~~2023, and the related notes (collectively referred to as the financial statements). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of August 31, ~~2022~~2023 and ~~2021~~2022, and the results of its operations and its cash flows for each of the years in the two-year period ended August 31, ~~2022~~2023, in conformity with accounting principles generally accepted in the United States of America.

Substantial Doubt about the Company’s Ability to Continue as a Going Concern

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 2, the Company has incurred net losses and negative cash flow from operations since inception. These factors, and the need for additional financing in order for the Company to meet its business plans raises substantial doubt about the Company’s ability to continue as a going concern. Our opinion is not modified with respect to that matter.

Basis for Opinion

These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

/s/ Accell Audit and Compliance, P.A.

We have served as the Company’s auditor since 2022.

Tampa, Florida

~~February~~March 1015, ~~2023~~2024

3001 N. Rocky Point Dr. East, Suite 200 • Tampa, Florida 33607 • 813.367.3527

F-1

Table of Contents

BUSINESS WARRIOR CORPORATION
CONSOLIDATED BALANCE SHEETS
	August 31,
	2022			2021
	2023			2022
Assets
Current assets
Cash and cash equivalents	$	~~382~~144,~~431~~171		$	4382,~~251,741~~431
Accounts receivable, net		542,428			45,284
Accounts receivable		174,520			542,428
Current portion of loans receivable, net		7046,~~399~~260			-70,399
Prepaids and other current assets		16,638			-
Investments, at fair value		86,000			-
Total current assets		1,011,896			4,297,025
Prepaids and other current assets		59,988			16,638
Loans receivable, non-current, net		223,219			-
Total current assets		510,939			1,011,896
Right-of-use asset, net		76,219			92,851
Loans receivable, non-current, net		-			223,219
Property and equipment, net		244,633			119,068
Finance right-of-use asset, net		57,805			76,219
Goodwill		2,321,667			-
Property and equipment, net		52,170			244,633
Total Assets	$	3,877,634		$	4,508,944
Intangible assets, net		646,550			-
Goodwill		1,201,804			2,321,667
Total Assets	$	2,469,268		$	3,877,634
Liabilities and Stockholders’ Equity
Current liabilities
Accounts payable and accrued liabilities		1,~~063~~904,~~345~~281			1,~~929~~063,~~316~~345
Contingent earnout liability		1,250,000			-
Accrued contract liability, net of discount $244,522 and $0 as of August 31, 2023 and 2022, respectively		2,755,478			-
Deferred revenue		474,977			-
Accrued dividends payable		408,333			-
Current portion of finance lease liability		18,487			17,086
Deferred revenue		-			474,977
Due to related party		159,161			163,172
Current portion of finance lease liability		18,487			18,487
Current portion of notes payable		47,740			145,238
Due to related party		210,667			159,161
Current portion of SBA loan		8,039			-
Current portion of notes payable		17,588			47,740
Total current liabilities		3,021,749			2,254,812
Helix House earnout payable		950,000			1,250,000
PPP loan		-			77,500
Current portion of SBA loan		-			8,039
Finance lease liability, long term		57,164			75,765
Total current liabilities		6,264,834			3,021,749
Notes payable		27,260			5,000
Line of Credit, net of discount $473,311 and $0 as of as of August 31, 2023 and 2022, respectively		1,629,801			-
SBA loan, non-current		141,861			149,900
Derivative liability		325,246			-
Total Liabilities	$	3,248,034		$	2,562,977
Helix House earnout payable, non-current		300,000			-
Commitments and contingencies
Finance lease liability, non-current		37,473			57,164
Notes payable, non-current		-			27,260
SBA loan, non-current		149,900			141,861
Total Liabilities		8,707,254			3,248,034
Commitments and contingencies (Note 16)
Stockholders’ Equity
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 A Preferred stock, 15,500 shares authorized, issued and outstanding		16			16
Series B Preferred stock, 100,000 shares authorized; 12,017 and 0 shares issued and outstanding at August 31, 2022 and 2021, respectively		12			-
Series B Preferred stock, 100,000 shares authorized; 0 and 12,017 issued and outstanding at August 31, 2023 and 2022, respectively		-			12
Series C Preferred stock, 50,000 shares authorized; 50,000 and 0 shares issued and outstanding at August 31, 2022 and 2021, respectively		50			-
Series C Preferred stock, 50,000 shares authorized, issued and outstanding		50			50
Common stock, $0.0001 par value; 850,000,000 shares authorized; 465,618,093 and 395,095,780 shares issued and outstanding as of August 31, 2022 and 2021, respectively		46,562			39,510
Common stock, $0.0001 par value; 500,000,000 shares authorized; 465,618,093 shares issued and outstanding		46,562			46,562
Additional paid in capital		1110,~~539~~378,~~564~~519			511,~~271~~539,~~795~~564
Accumulated deficit		(1016,~~956~~663,~~604~~133	)		(310,~~365~~956,~~354~~604	)
Total stockholders’ equity		629,600			1,945,967
Total stockholders’ equity (deficit)		(6,237,986	)		629,600
Total Liabilities and Stockholders’ Equity	$	3,877,634		$	4,508,944
Total Liabilities and Stockholders’ Equity (Deficit)	$	2,469,268		$	3,877,634

The accompanying notes are an integral part of these consolidated financial statements.

F-2

Table of Contents

BUSINESS WARRIOR CORPORATION
CONSOLIDATED STATEMENTS OF OPERATIONS
	For the years ended
	August 31,
	2022			2021
	2023			2022
Sales	$	34,~~710~~297,~~370~~122		$	53,~~523~~710,~~458~~370
Cost of sales		13,~~253~~110,~~649~~737			841,~~519~~253,649
Gross profit		21,~~456~~186,~~721~~385			52,~~438~~456,~~939~~721
Operating expenses:
Advertising and promotion		858,572			1,733,865
Salaries and wages		2,152,880			2,313,689
Salaries and wages		2,313,689			1,942,573
General and administrative expenses		1,198,391			2,553,037
Professional services		547,115			330,634
Goodwill impairment		-			4,023,823
General and administrative expenses		2,553,037			653,422
Professional services		637,470			547,115
Income (Loss) from operations		(3,815,692	)		778,445
Advertising and promotion		154,529			858,572
Loss from operations		(2,956,885	)		(7,839,515	)
Other income (expense):
Interest expense		(2892,~~923~~809	)		(~~150~~2,~~872~~923	)
Derivative loss		-			(2,238,941	)
Interest income		77,636			-
Gain on extinguishment of debt		~~77,500~~-			~~191~~77,~~675~~500
Settlement (costs)/recoveries		~~165~~(2,~~375~~509,620	)		~~(620~~165,375	)
Goodwill impairment		(4,023,823	)		-
Change in fair value of derivative liability		386,344			-
Other income (expense)		8,313			7,535
Change in accounting estimated contingent liability		(233,784	)		-
Net loss before income taxes		(7,591,250	)		(2,032,533	)
Tax recovery from employee retention credit		629,909			-
Unrealized change in fair value of investments		86,000			-
Change in estimated value of acquired assets		109,000			-
Other income		6,013			8,313
Net loss before income taxes		(5,298,196	)		(7,591,250	)
Income taxes		-			-
Net loss	$	(75,~~591~~298,~~250~~196	)	$	(27,~~032~~591,~~533~~250	)
Basic and diluted loss per share	$	(0.017	)	$	(0.006	)
Preferred stock dividends		(408,333	)		-
Weighted average shares outstanding - basic and diluted		434,700,005			353,158,502
Net loss attributable to common stockholders	$	(5,706,529	)	$	(7,591,250	)
Basic and diluted loss per share	$	(0.011	)	$	(0.017	)
Weighted average shares outstanding - basic and diluted		465,618,093			434,700,005
The accompanying notes are an integral part of these consolidated financial statements.

F-3

Table of Contents

BUSINESS WARRIOR CORPORATION CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS’' EQUITY (DEFICIT)

	Series A Preferred Stock				Series B Preferred Stock						Series C Preferred Stock				Common Stock						~~AdditionalPaid in~~			~~Accumulated~~
	Shares		Amount		Shares			Amount			Shares		Amount		Shares			Amount			~~Capital~~Additional Paid inCapital			~~Deficit~~AccumulatedDeficit			Total
Balance August 31, 2020		15,500	$	16		-		$	-			-	$	-		293,139,140		$	29,314		$	(359,879	)	$	(1,332,821	)	$	(1,663,370	)
Issuance of common stock for services		-		-		-			-			-		-		2,945,503			295			150,030			-			150,325
Issuance of common stock for cash		-		-		-			-			-		-		71,011,639			7,101			2,711,335			-			2,718,436
Issuance of common stock for convertible debt		-		-		-			-			-		-		19,508,433			1,951			1,544,888			-			1,546,839
Issuance of common stock for warrant exercise		-		-		-			-			-		-		5,247,822			525			1,141,745			-			1,142,270
Stock issued in settlement of accounts payable		-		-		-			-			-		-		3,243,243			324			83,676			-			84,000
Net loss		-		-		-			-			-		-		-			-			-			(2,032,533	)		(2,032,533	)
Balance August 31, 2021		15,500	$	16		-		$	-			-	$	-		395,095,780		$	39,510		$	5,271,795		$	(3,365,354	)	$	1,945,967
Issuance of common stock for services		-		-		-			-			-		-		27,170,597			2,717			1,273,863			-			1,276,580
Issuance of common stock for convertible debt		-		-		-			-			-		-		792,624			79			39,552			-			39,631
Issuance of common stock for cash		-		-		-			-			-		-		32,075,000			3,208			1,856,793			-			1,860,001
Issuance of common stock for convertible debt		-		-		-			-			-		-		792,624			79			39,552			-			39,631
Conversion of common stock into Series B preferred stock		-		-		12,017			12			-		-		(15,020,023	)		(1,502	)		1,490			-			-
Issuance of stock for business acquisitions		-		-		-			-			50,000		50		18,004,115			1,800			2,871,821			-			2,873,671
Issuance of common stock for settlement agreement		-		-		-			-			-		-		7,500,000			750			224,250			-			225,000
Net loss		-		-		-			-			-		-		-			-			-			(7,591,250	)		(7,591,250	)
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
Issuance of stock options		-		-		-			-			-		-		-			-			11,143			-			11,143
Conversion of preferred stock to debt		-		-		(12,017	)		(12	)		-		-		-			-			(1,172,188	)		-			(1,172,200	)
Deemed dividend of Series C preferred stock		-		-		-			-			-		-		-			-						(408,333	)		(408,333	)
Net loss		-		-		-			-			-		-		-			-			-			(5,298,196	)		(5,298,196	)
Balance August 31, 2023		15,500	$	16		-		$	-			50,000	$	50		465,618,093		$	46,562		$	10,378,519		$	(16,663,133	)	$	(6,237,986	)

The accompanying notes are an integral part of these consolidated financial statements.

F-4

Table of Contents

BUSINESS WARRIOR CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS
	For the twelve months ended
	For the year ended
	August 31,
	2022			2021
	2023			2022
Cash Flows from Operating Activities
Net loss	$	(75,~~591~~298,~~250~~196	)	$	(27,~~032~~591,~~533~~250	)
Adjustments to reconcile net loss to net
cash from operating activities:
Bad debt on loans receivable		~~59,427~~-			-59,427
Depreciation and amortization		~~155~~369,~~790~~327			37155,~~254~~790
Stock-based compensation		1,276,580			150,325
Change in allowance for doubtful accounts		77,719			-
Derivative loss		-			2,238,941
Stock-based compensation		11,143			1,276,580
Goodwill impairment		~~4,023,823~~-			-4,023,823
Amortization of debt discount		-			158,487
Change in fair value of derivative liability		(386,344	)		-
Gain on extinguishment of debt		(77,500	)		(191,675	)
Change in estimated contingent liability		233,784
Amortization of debt discount		484,270			-
Unrealized change in fair value of investments		(86,000	)		-
Gain on extinguishment of debt		-			(77,500	)
Changes in operating assets and liabilities
Accounts receivable, net		~~(58~~367,~~045~~908	)		(158,~~584~~045	)
Prepaids and other current assets		27(43,~~550~~350	)		-27,550
Accounts payable and accrued liabilities		(2,036,101	)		1,211,056
Deferred revenue		(474,977	)		441,977
Deferred revenue		441,977			-
Accrued contract liability		2,755,478
Deferred revenue		441,977			-
Accounts payable and accrued liabilities		840,936			(2,036,101	)
Accounts payable and accrued liabilities		(1,594,124	)		1,211,056
Net cash from operating activities		(1,148,302	)		(3,777,749	)
Net cash from operating activities		(3,777,749	)		1,570,271
Cash Flows from Investing Activities
Net cash paid for business acquisition		~~(1,328,596~~-	)		-(1,328,596	)
Issuance of loans receivable		~~(606,450~~-	)		-(606,450	)
Payments received on loans receivable		~~253~~169,~~405~~639			-253,405
Purchase of property and equipment		~~(213,103~~-	)		(~~101~~213,~~498~~103	)
Net cash from investing activities		(1169,~~894,744~~639	)		(~~101~~1,~~498~~894,744	)
Cash Flows from Financing Activities
Net change in related party payables		-			5,192
Proceeds from notes payable		-			75,000
Proceeds from notes payable		75,000			127,868
Proceeds from line of credit		766,000			-
Proceeds from issuance of common stock		~~1,860,001~~-			21,~~718~~860,~~436~~001
Payments of finance lease liability		(1719,~~200~~691	)		(117,~~386~~200	)
Payments of notes payable		(~~110~~57,~~607~~412	)		(~~104~~110,~~000~~607	)
Payments of notes payable, related party		(4,011	)		(16,893	)
Proceeds of notes payable, related party		78,356			-
Net cash from financing activities		1,803,183			2,729,217
Payments of notes payable, related party		(26,850	)		(4,011	)
Change in cash and cash equivalents		(3,869,310	)		4,197,990
Net cash from financing activities		740,403			1,803,183
Cash and cash equivalents at beginning of period		4,251,741			53,751
Change in cash and cash equivalents		(238,260	)		(3,869,310	)
Cash and cash and equivalents at end of period	$	382,431		$	4,251,741
Cash and cash equivalents at beginning of period		382,431			4,251,741
Cash and cash and equivalents at end of period	$	144,171		$	382,431
Supplemental Cash Flow Information
Cash paid for interest	$	334		$	-334
Cash paid for income taxes	$	-		$	-
Non-cash investing and financing activities:
Stock issued for settlement of debt		~~264,631~~-			~~267~~264,~~334~~631
Common shares converted to preferred stock		~~(1,502~~-	)		-(1,502	)
Stock issue for accounts payable		-			84,000
Conversion of preferred stock into debt, net of debt discount		1,172,189			-
ROU asset acquired by finance lease		-			94,237
Deemed dividends of Series C preferred stock		408,333			-
The accompanying notes are an integral part of these consolidated financial statements.
Issuance of warrants		660,726			-

F-5

Table of Contents

BUSINESS WARRIOR CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTSAUGUST 31, ~~2022~~2023 AND ~~2021~~2022

1. ORGANIZATION AND NATURE OF OPERATIONS

Organization — Business Warrior Corporation (the “Company” or “Business Warrior”) was ~~originally~~ incorporated ~~under~~in ~~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~~and ~~Companies~~is ~~was~~currently ~~traded~~domiciled onin ~~the Pink Sheets of the OTC Markets under the stock ticker KDNG~~Wyoming. On ~~January~~March 2718, ~~2020~~2022, ~~Kading~~the ~~Companies~~Company ~~was~~acquired ~~redomiciled~~Helix ~~in Wyoming. Bluume~~House, LLC, ~~was founded in 2014 and was~~ a ~~sales~~premium ~~and~~ marketing ~~organization~~agency that ~~provided~~provides small ~~businesses~~business ~~with basic~~ advertising, ~~merchant~~ services, ~~white~~including ~~label~~digital ~~Point of Sale systems, and a white label business analytics software~~marketing. OnAdditionally, ~~January~~on ~~31,~~June ~~2020~~18, ~~Bluume~~2022, ~~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~~acquired ~~formed~~FluidFi aInc., ~~new~~dba ~~business~~Alchemy ~~plan~~Technology, ~~which~~a ~~replaced~~lending ~~all~~technology ~~former~~company ~~plans~~that ofbuilds ~~the~~fully ~~previous~~customized ~~management~~end-to-ending ~~team~~lending ~~at Kading Companies~~solutions. ~~In July 2020, the Company changed its stock ticker to BZWR.~~

OnNature ~~March~~of ~~18,~~Operations ~~2022,~~— ~~the~~Business ~~Company~~Warrior ~~acquired~~has two divisions of the company: Helix House, LLC, and Business Warrior. Helix House is a premium marketing agency that provides small business advertising services including digital marketing~~. Additionally~~ (YouTube, onGoogle, ~~June~~social 18media), ~~2022,~~traditional ~~the~~marketing ~~Company~~(billboards, ~~acquired~~mailers, ~~FluidFi~~fliers, ~~Inc~~etc.), ~~dba~~and social media content. With the integration of the Alchemy ~~Technology~~subsidiary, aBusiness Warrior builds and manages lending software technology ~~company~~for ~~that~~enterprise ~~builds~~businesses which are fully customized ~~lending~~for ~~end~~each client. Through the combination of services from Helix House and Alchemy, Business Warrior offers a full-~~to-ending~~service lending ~~solutions~~as a service solution known as PayPlan: a comprehensive lending software platform that includes marketing services to drive applicants for lenders and merchants.

~~Nature of Operations— Business Warrior has three divisions of the company: Helix House, LLC, Alchemy Technologies, and Business Warrior~~2. ~~Helix~~ ~~House~~GOING is a premium marketing agency that provides small business advertising services including digital marketing (YouTube, Google, social media), traditional marketing (billboards, mailers, fliers, etc.), and social media content. Alchemy builds and manages lending software technology for enterprise businesses which are fully customized for each client. Through the combination of services from Helix House and Alchemy, Business Warrior offers a full service lending as a service solution known as PayPlan: a comprehensive lending software platform that includes marketing services to drive applicants for lenders and merchants.CONCERN

2The accompanying financial statements have been prepared in conformity with U.S. ~~GOING~~GAAP, ~~CONCERN~~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 year ended August 31, 2023, the Company had $4,297,122 in revenues, a net loss of $5,298,196 and had net cash used in operations of $1,148,302. Additionally, as of August 31, 2023, the Company had working capital deficit, stockholders’ deficit and accumulated deficit of $5,753,895, $6,237,986 and $16,663,133, 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 ~~accompanying~~ financial statements ~~have~~do ~~been~~not ~~prepared~~include inany ~~conformity~~adjustments ~~with~~to ~~U.S.~~reflect ~~GAAP, which contemplate continuation of~~ the ~~Company~~possible asfuture aeffect ~~going~~on ~~concern for a period of one year from~~ the ~~issuance~~recoverability ~~of these financial statements. For the year ended August 31, 2022, the Company had $3,710,370 in revenues, a net loss of $7,591,250~~ and ~~had~~classification ~~net cash used in operations~~ of ~~$3,777,749.~~assets ~~Additionally,~~or ~~as of August 31, 2022,~~ the ~~Company~~amounts ~~had working capital deficit, stockholders’ equity~~ and ~~accumulated~~classifications ~~deficit~~ of ~~$1,962,113,~~liabilities ~~$629,600 and $10,956,604, respectively. It is management’s opinion~~ that ~~these~~may ~~conditions~~result ~~raise substantial doubt about the Company’s ability to continue as a going concern for a period of twelve months~~ from the ~~date~~outcome of ~~the~~this ~~issuance of these financial statements~~uncertainty.

~~The~~Successful ~~financial~~integration ~~statements~~of dothe ~~not~~Company’s ~~include~~recent ~~any~~business ~~adjustments~~acquisitions toand, ~~reflect~~ultimately, the ~~possible~~attainment ~~future~~of ~~effect~~profitable onoperations ~~the~~are ~~recoverability~~dependent upon future events, and ~~classification~~ultimately achieving a level of ~~assets~~sales oradequate to support the ~~amounts~~Company’s ~~and~~cost ~~classifications~~structure. ofHowever, ~~liabilities~~there ~~that~~can ~~may~~be ~~result~~no ~~from~~assurances that the ~~outcome~~Company ofwill ~~this~~be ~~uncertainty~~able to secure additional equity investments or achieve an adequate sales level.

Successful integration of the Company’s recent business acquisitions and, ultimately, the attainment of profitable operations are dependent upon future events, and ultimately achieving a level of sales adequate to support the Company’s cost structure3. ~~However,~~SUMMARY ~~there~~OF ~~can~~SIGNIFICANT beACCOUNTING ~~no assurances that the Company will be able to secure additional equity investments or achieve an adequate sales level.~~POLICIES

3Basis of Presentation—The consolidated financial statements are prepared on the accrual basis of accounting in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and include the accounts of the Company and its consolidated and wholly owned subsidiaries. ~~SUMMARY~~The OFconsolidated ~~SIGNIFICANT~~financial ~~ACCOUNTING~~statements ~~POLICIES~~reflect the elimination of all significant inter-company accounts and transactions.

~~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 ~~and~~the ~~transactions~~reporting period. Actual events and results could materially differ from those assumptions and estimates.

~~Use~~F-6 ofTable ~~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. Contents

FConcentration of Credit Risk—Financial instruments that potentially subject the Company to concentrations of credit risk are cash and accounts receivable arising from its normal business activities. The Company places its cash in what it believes to be credit-6worthy ~~Table~~financial institutions. The Company controls credit risk related to accounts receivable through credit approvals, credit limits and monitoring procedures. The Company routinely assesses the financial strength of ~~Contents~~its customers and, based upon factors surrounding the credit risk, establishes an allowance, if required, for uncollectible accounts and, as a consequence, believes that its accounts receivable credit risk exposure beyond such allowance is limited.

~~Concentration~~Cash ofand ~~Credit~~Cash ~~Risk~~Equivalents—~~Financial~~The ~~instruments that potentially subject the~~ Company toconsiders ~~concentrations~~all ofhighly ~~credit~~liquid ~~risk~~investments ~~are~~purchased ~~cash~~with ~~and~~an ~~accounts~~original ~~receivable~~maturity ~~arising~~of ~~from~~three ~~its~~months ~~normal~~or ~~business~~less ~~activities. The Company places its cash in what it believes~~ to be ~~credit-worthy~~cash ~~financial institutions~~equivalents. ~~The~~ ~~Company~~Cash ~~controls credit risk related to accounts receivable through credit approvals, credit limits~~ and ~~monitoring~~cash ~~procedures. The~~equivalents ~~Company~~are ~~routinely~~maintained ~~assesses~~at ~~the~~ financial ~~strength of its customers and~~institutions, ~~based upon factors surrounding the credit risk, establishes an allowance, if required, for uncollectible accounts~~ and, asat ~~a consequence~~times, ~~believes~~balances ~~that its~~may ~~accounts~~exceed ~~receivable~~federally ~~credit~~insured ~~risk exposure beyond such allowance is limited~~limits.

~~Cash~~Intangible ~~and Cash Equivalents~~Assets—~~The~~ Certain ~~Company~~intangible ~~considers~~assets ~~all~~arose ~~highly~~from ~~liquid~~the ~~investments~~acquisition ~~purchased with an original maturity~~ of ~~three~~Helix ~~months~~House, orLLC ~~less~~on toMarch be16, ~~cash~~2022 ~~equivalents.~~and ~~Cash~~consist ~~and~~of ~~cash~~the ~~equivalents~~following, which are ~~maintained~~being atamortized ~~financial~~on ~~institutions,~~a ~~and~~straight-line atbasis ~~times,~~over ~~balances~~the ~~may~~following ~~exceed~~estimated ~~federally~~useful ~~insured~~lives, ~~limits.~~if applicable:

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

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

~~Cost~~Investments ~~and~~--The ~~accumulated~~Company ~~depreciation~~adopted ~~for~~Accounting ~~property~~Standards ~~retired~~Update or("ASU") ~~disposed~~2016-01Financial Instruments — Overall: Recognition and Measurement of ~~are~~Financial ~~removed~~Assets ~~from~~and ~~the~~Financial ~~accounts~~Liabilities ("ASU 2016-01"), which requires the Company to measure all equity investments that do not result in consolidation and ~~any~~are ~~resulting~~not ~~gain~~accounted orfor ~~loss~~under isthe ~~included~~equity method at fair value and recognize any changes in earnings. ~~Expenditures~~Prior to the adoption of ASU 2016-01, marketable equity securities not accounted for ~~maintenance~~under the equity method were classified as trading or available-for-sale. Both realized and ~~repairs~~unrealized ~~are~~gains ~~charged~~and tolosses ~~expense~~on equity securities classified as ~~incurred~~trading securities were recognized in net income. The Company’s investments are securities traded over a broker-dealer network. Any unrealized gains/losses are recognized in “Other income”.

~~Impairment~~Property ofand ~~Long-Lived Assets~~Equipment—~~Potential~~ ~~impairments~~Property ofand ~~long-lived~~equipment ~~assets~~ are ~~reviewed~~stated ~~when~~at ~~events or changes in circumstances indicate a potential impairment may exist~~cost. In ~~accordance~~Depreciation ~~with~~is ~~Accounting~~calculated ~~Standard~~by ~~Codification~~the ~~(“ASC”) Subtopic 360~~straight-~~10,~~line ~~“Property,~~method ~~Plant~~over ~~and~~the ~~Equipment – Overall,” impairment is determined when~~ estimated ~~future~~useful ~~undiscounted~~lives ~~cash~~of ~~flows~~depreciable ~~associated with an asset are less than the asset’s carrying value~~assets.

~~Goodwill—The~~Cost ~~Company’s goodwill balance of $2.3 million as of August 31, 2022 resulted from the acquisitions of Helix House, LLC~~ and ~~FluidFi,~~accumulated ~~Inc. Helix~~depreciation ~~House,~~for ~~LLC~~property ~~was~~retired ~~acquired~~or ondisposed ~~March 17, 2022, and FluidFi, Inc. was acquired on June 8, 2022. Goodwill represents the excess~~ of ~~the~~are ~~cost~~removed ~~of an acquired business over the estimated fair values of the assets acquired and liabilities assumed. Goodwill is reviewed at least annually for impairment, which may result~~ from the ~~deterioration in the operating performance of the acquired business~~accounts, ~~adverse market conditions, adverse changes in the applicable laws or regulations~~ and aany ~~variety of other circumstances. Any~~ resulting ~~impairment~~gain ~~charge~~or ~~would~~loss beis ~~recognized~~included ~~as an expense~~ in ~~the period in which impairment is identified~~earnings. ~~After~~ ~~performing~~Expenditures afor ~~qualitative~~maintenance and ~~quantitative~~repairs ~~analyses~~are ~~for~~charged ~~the~~to ~~acquired~~expense ~~companies,~~as ~~the Company recognized approximately $4~~incurred.~~0 million in goodwill impairment during the year ended August 31, 2022.~~

~~Accounts~~Impairment ~~Receivable~~of ~~and~~Long-Lived ~~Allowance~~Assets—Potential ~~for~~impairments ~~Doubtful~~of ~~Accounts—~~long-lived ~~Accounts~~assets ~~receivable~~ are ~~carried~~reviewed atwhen ~~the~~events ~~original~~or ~~invoiced~~changes ~~amount~~in ~~less~~circumstances anindicate ~~allowance~~a ~~for~~potential ~~doubtful~~impairment ~~accounts~~may ~~based on the probability of future collection~~exist. ~~The~~ ~~probability~~In ofaccordance ~~future~~with ~~collection~~Accounting isStandard ~~based~~Codification on(“ASC”) ~~specific~~Subtopic ~~considerations~~360-10, of“Property, ~~historical~~Plant ~~loss patterns~~ and anEquipment ~~assessment~~– ofOverall,” ~~the~~impairment ~~continuation~~is ofdetermined ~~such~~when ~~patterns~~estimated ~~based on past collection trends and known or anticipated~~ future ~~economic~~undiscounted ~~events~~cash ~~that~~flows ~~may~~associated ~~impact~~with ~~collectability.~~an ~~The~~asset ~~probability~~are ofless ~~future~~than ~~collection~~the ~~is also assessed by geography. To date, losses resulting from uncollected receivables have not exceeded management~~asset’s ~~expectations.~~carrying ~~The Company recorded an Allowance for doubtful accounts of $500 and $500 as of August 31, 2022 and August 31, 2021, respectively~~value.

~~Income Taxes~~Goodwill—The ~~Income~~Company’s ~~taxes~~goodwill ~~are~~balance ~~accounted~~of ~~for~~$2,321,667 ~~under~~as of August 31, 2022 resulted from the ~~asset~~acquisitions of Helix House, LLC and ~~liability~~FluidFi, ~~method~~Inc. ~~Deferred~~Helix ~~tax~~House, ~~assets~~LLC was acquired on March 17, 2022, and ~~liabilities~~FluidFi, ~~are~~Inc. ~~recognized~~was ~~for~~acquired ~~the~~on ~~future~~June ~~tax~~8, ~~consequences~~2022. ~~attributable~~Goodwill torepresents ~~differences~~the ~~between~~excess of the ~~financial~~cost ~~statement~~of ~~carrying~~an ~~amounts~~acquired business over the estimated fair values of ~~existing~~the assets acquired and liabilities ~~and~~assumed. ~~their~~Goodwill ~~respective~~is ~~tax~~reviewed ~~basis~~at ~~and~~least annually for impairment, which may result from the deterioration in the operating ~~loss~~performance of the acquired business, ~~capital~~adverse ~~loss~~market ~~and~~conditions, ~~tax~~adverse ~~credit~~changes ~~carryforwards.~~in ~~Deferred~~the ~~tax~~applicable ~~assets~~laws or regulations and ~~liabilities~~a ~~are~~variety ~~measured~~of ~~using~~other ~~enacted~~circumstances. ~~tax~~Any ~~rates~~resulting ~~expected~~impairment tocharge ~~apply~~would tobe ~~taxable~~recognized ~~income~~as an expense in the ~~years~~period in which ~~those~~impairment ~~temporary~~is ~~differences~~identified. ~~are~~After ~~expected~~performing toa bequalitative ~~recovered~~and orquantitative ~~settled~~analyses for the acquired companies, the Company recognized approximately $0 and $4.0 ~~The~~million ~~effect~~in ongoodwill ~~deferred~~impairment ~~tax~~during ~~assets~~the years ended August 31, 2023 and ~~liabilities~~2022, ofrespectively. aFor ~~change~~the inyear ~~tax~~ended ~~rates~~August is31, 2022, the Company recognized infull ~~income~~impairment inof the ~~period~~FluidFi ~~that~~goodwill ~~includes~~and ~~the~~$1.1 ~~enactment~~million ~~date~~goodwill impairment of Helix House.

~~The~~F-7 ~~Company~~Table ~~recognizes the effect~~ of income tax positions only if those positions are more likely than not of being sustained. Recognized income tax positions are measured at the largest amount that is greater than 50% likely of being realized. Changes in recognition or measurement are reflected in the period in which the change in judgment occurs. The Company records interest and penalties related to unrecognized tax benefits as a component of general and administrative expenses. Our federal tax return and any state tax returns are not currently under examination.Contents

~~The~~Accounts ~~Company~~Receivable ~~has~~and ~~adopted ASC~~Allowance ~~740-10, Accounting~~ for ~~Income~~Doubtful ~~Taxes,~~Accounts—Accounts ~~which~~receivable ~~requires~~are ancarried ~~asset~~at ~~and~~the ~~liability~~original ~~approach~~invoiced toamount ~~financial~~less ~~accounting~~an ~~and~~allowance ~~reporting~~ for ~~income~~doubtful ~~taxes.~~accounts ~~Deferred~~based ~~income~~on ~~tax~~the ~~assets~~probability ~~and~~of ~~liabilities~~future ~~are~~collection. ~~computed~~The ~~annually~~probability ~~from~~of ~~differences~~future ~~between~~collection ~~the~~is ~~financial~~based ~~statement~~on specific considerations of historical loss patterns and ~~tax~~an ~~basis~~assessment of ~~assets~~the ~~and~~continuation ~~liabilities~~of ~~that~~such ~~will~~patterns ~~result~~based inon ~~taxable~~past orcollection ~~deductible~~trends ~~amounts~~and inknown ~~the~~or anticipated future ~~based~~economic onevents ~~enacted~~that ~~tax~~may ~~laws~~impact ~~and~~collectability. ~~rates~~The ~~applicable~~probability toof ~~the~~future ~~periods~~collection inis ~~which~~also ~~the~~assessed ~~differences~~by ~~are~~geography. ~~expected~~To todate, ~~affect~~losses ~~taxable~~resulting ~~income~~from uncollected receivables have not exceeded management’s expectations. ~~Valuation~~The ~~allowances~~Company ~~are~~recorded ~~established~~an ~~when~~allowance ~~necessary~~for todoubtful ~~reduce~~accounts ~~deferred~~of ~~tax~~$137,146 ~~assets~~and to$59,427 ~~the~~as ~~amount~~of ~~expected~~August to31, be2023 ~~realized~~and 2022, respectively.

~~F-7~~Income ~~Table~~Taxes— Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of ~~Contents~~existing assets and liabilities and their respective tax basis and operating loss, capital loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date.

~~Revenue Recognition—~~The Company recognizes ~~revenue~~the ineffect ~~accordance~~of ~~with~~income ~~Accounting~~tax ~~Standards~~positions ~~Update~~only ~~2014-09,~~if ~~“Revenue~~those ~~from~~positions ~~contracts~~are ~~with~~more ~~customers,” (Topic~~likely ~~606).~~than ~~Revenue~~not ~~is recognized when a customer obtains control~~ of ~~promised~~being ~~goods or services~~sustained. InRecognized ~~addition,~~income ~~the~~tax ~~standard~~positions ~~requires~~are ~~disclosure~~measured ofat the ~~nature,~~largest amount, ~~timing, and uncertainty of revenue and cash flows arising from contracts with customers. The amount of revenue~~ that is ~~recorded~~greater ~~reflects~~than ~~the~~50% ~~consideration~~likely ~~that~~of ~~the~~being ~~Company~~realized. ~~expects~~Changes ~~to receive~~ in ~~exchange~~recognition ~~for~~or ~~those~~measurement ~~goods.~~are ~~The~~reflected ~~Company applies the following five-step model~~ in ~~order to determine this amount: (i) identification of~~ the ~~promised~~period ~~goods~~ in ~~the~~which ~~contract; (ii) determination of whether~~ the ~~promised~~change ~~goods are performance obligations, including whether they are distinct~~ in ~~the~~judgment 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 obligationoccurs. The Company’s ~~main~~records ~~revenue~~interest ~~stream~~and ispenalties ~~from~~related ~~sales~~to ofunrecognized ~~products.~~tax ~~The~~benefits ~~Company recognizes~~ as ~~revenues~~a ~~the~~component ~~amount~~ of ~~the~~general ~~transaction~~and ~~price~~administrative ~~that~~expenses. isOur ~~allocated~~federal totax ~~the~~return ~~respective~~and ~~performance~~any ~~obligation~~state ~~when~~tax ~~the~~returns ~~performance obligation is satisfied or as it is satisfied. Generally, the Company’s performance obligations~~ are ~~transferred~~not tocurrently ~~customers~~under ~~at a point in time, typically upon delivery~~examination.

The Company has ~~four~~adopted ~~main~~ASC ~~sources~~740-10, ofAccounting ~~revenue.~~for ~~Helix~~Income ~~House~~Taxes, iswhich arequires ~~premium~~an ~~marketing~~asset ~~agency~~and ~~that~~liability ~~charges~~approach ~~monthly~~to ~~service~~financial ~~fees~~accounting and ~~one-time~~reporting ~~project charges~~ for ~~providing~~income ~~small~~taxes. ~~business~~Deferred ~~advertising~~income ~~services~~tax ~~including~~assets ~~digital~~and ~~marketing~~liabilities ~~(YouTube,~~are ~~Google,~~computed ~~social~~annually ~~media),~~from ~~traditional~~differences ~~marketing~~between ~~(billboards,~~the ~~mailers,~~financial ~~fliers,~~statement ~~etc.),~~ and ~~social~~tax ~~media~~basis ~~content. FluidFi~~of ~~Inc,~~assets ~~dba~~and ~~Alchemy~~liabilities ~~builds~~that ~~fully~~will ~~customized~~result ~~lending~~in ~~end-to-end~~taxable ~~lending~~or ~~software~~deductible ~~solutions~~amounts ~~for~~in ~~banks, lenders,~~the ~~and~~future ~~financial~~based ~~technology~~on ~~firms.~~enacted ~~Alchemy~~tax ~~charges~~laws ~~monthly~~and ~~recurring~~rates ~~fees~~applicable ~~for~~to ~~each~~the ~~client’s~~periods ~~software-as-a-service~~in aswhich ~~well~~the asdifferences ~~contracted~~are ~~work~~expected ~~for~~to ~~custom~~affect ~~software~~taxable ~~development~~income. ~~Business~~Valuation ~~Warrior~~allowances ~~collects~~are ~~revenue~~established ~~for~~when ~~building~~necessary ~~software~~to ~~lending~~reduce ~~solutions,~~deferred ~~and~~tax ~~sales~~assets ~~and~~to ~~marketing~~the ~~solutions~~amount ~~associated~~expected ~~with each lending client. Business Warrior Funding collects principal and interest payments for providing business loans~~ to ~~small~~be ~~businesses~~realized.

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

AThe ~~customer~~Company ~~contract~~has isfour ~~generally~~main ~~identified~~sources ~~when~~of ~~the~~revenue. ~~Company~~Helix ~~and~~House is a ~~customer~~premium ~~have~~marketing ~~executed~~agency anthat ~~arrangement~~charges ~~that~~monthly ~~calls~~service fees and one-time project charges for ~~the~~providing ~~Company~~small tobusiness ~~grant~~advertising ~~access~~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 ~~its~~lending ~~online~~software solutions for banks, lenders, and financial technology firms. Alchemy charges monthly recurring fees for each client's software-as-a-service ~~products~~as well as contracted work for custom software development. Business Warrior collects revenue for building software lending solutions, and ~~provide~~sales ~~professional~~and ~~services~~marketing insolutions ~~exchange~~associated with each lending client. Business Warrior Funding collects principal and interest payments for ~~consideration~~providing ~~from~~business ~~the~~loans ~~customer~~to small businesses.

~~Identify~~F-8 ~~performance~~Table ~~obligations~~of ~~that are distinct~~Contents

AThe ~~performance~~Company ~~obligation~~has isdeferred arevenue ~~promise~~of to$0 ~~provide~~and a$474,977 ~~distinct~~as ~~good~~of orAugust ~~service~~31, or2023 aand ~~series~~2022, ~~of distinct goods or services~~respectively. A ~~good~~Deferred orrevenue ~~service~~for ~~that~~both isyears ~~promised~~consists toof afunds ~~customer is distinct if the customer can benefit~~ from ~~the~~a ~~good~~sales oragreement ~~service~~entered ~~either~~into on ~~its~~December ~~own~~1, or2021, ~~together with other resources~~ that ~~are~~were ~~readily~~unused ~~available~~as toof the ~~customer,~~balance ~~and~~sheet ~~a company’s promise to transfer the good or service to the customer is separately identifiable from other promises in the contract~~date. The Company ~~has~~recognized ~~determined that subscriptions for its online software products are distinct because~~$474,977 ~~once a customer has access to the online software product is fully functional~~ and ~~does not require any additional development~~$2, ~~modification~~113,636 orof ~~customization. Professional~~deferred ~~services~~revenue ~~sold~~during ~~are distinct because~~ the ~~customer~~years ~~benefits~~ended ~~from~~August ~~the~~31, ~~on-boarding~~2023 and ~~training~~2022, ~~to make better use of the online software products it purchased~~respectively.

~~Determine~~Identify the ~~transaction~~customer ~~price~~contract

~~The~~A ~~transaction~~customer ~~price~~contract is ~~the~~generally ~~amount~~identified ofwhen ~~consideration to which~~ the Company ~~expects~~and ~~to be entitled in exchange for transferring goods or services to~~ a customer, ~~excluding~~have ~~sales~~executed ~~taxes~~an arrangement that ~~are~~calls ~~collected~~for onthe ~~behalf of government agencies. The~~ Company ~~estimates~~to ~~any~~grant ~~variable~~access ~~consideration~~ to ~~which~~its itonline ~~will~~software beproducts ~~entitled at contract inception,~~ and ~~reassesses~~provide atprofessional ~~each~~services ~~reporting~~in ~~date,~~exchange ~~when~~for ~~determining the transaction price. The Company does not include variable~~ consideration tofrom 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~~customer.

~~Allocate~~Identify ~~the~~performance ~~transaction~~obligations ~~price~~that toare ~~the~~ distinct ~~performance obligations~~

~~The~~A ~~transaction~~performance ~~price~~obligation is ~~allocated~~a promise to ~~each~~provide ~~performance~~a ~~obligation~~distinct ~~based~~good onor ~~the~~service ~~relative~~or ~~standalone~~a ~~selling~~series ~~prices (“SSP”)~~ of ~~the~~distinct goods or services. ~~being~~A ~~provided~~good or service that is promised to a customer is distinct if the customer~~. The~~ ~~Company~~can ~~determines~~benefit from the ~~SSP~~good ofor service either on its ~~goods~~own or together with other resources that are readily available to the customer, and ~~services~~a ~~based~~company’s ~~upon~~promise to transfer the ~~average~~good ~~sales~~or ~~prices~~service ~~for~~to ~~each~~the ~~type~~customer ofis ~~online~~separately ~~software~~identifiable ~~product~~from ~~and~~other ~~professional~~promises ~~services~~in ~~sold~~the contract. In ~~instances~~The ~~where~~Company ~~there~~has ~~are~~determined ~~not~~that ~~sufficient~~subscriptions ~~data~~for ~~points,~~its oronline ~~the~~software ~~selling~~products ~~prices~~are ~~for~~distinct because, once a ~~particular~~customer has access to the online software product is fully functional and does not require any additional development, modification, or ~~professional~~customization. ~~service~~Professional services sold are ~~disparate,~~distinct because the ~~Company~~customer ~~estimates~~benefits from the ~~SSP~~on-boarding ~~using~~and ~~other~~training ~~observable~~to ~~inputs,~~make ~~such~~better asuse ~~similar~~of the online software products orit ~~services~~purchased.

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

~~Revenues~~The ~~are~~transaction ~~recognized~~price ~~when~~is orthe asamount ~~control~~ of ~~the~~consideration ~~promised~~to ~~goods~~which orthe ~~services~~Company isexpects ~~transferred~~ to ~~customers. Revenue~~be ~~from~~entitled ~~online~~in ~~software~~exchange ~~products~~for istransferring ~~recognized~~goods ~~ratably~~or ~~over~~services ~~the~~to ~~subscription~~a ~~period~~customer, ~~beginning~~excluding onsales ~~the~~taxes ~~date~~that ~~the~~are ~~Company’s~~collected ~~online~~on ~~software~~behalf ~~products~~of ~~are~~government ~~made~~agencies. ~~available~~The toCompany ~~customers. Most~~estimates ~~subscription~~any ~~contracts~~variable ~~are~~consideration ~~one~~to ~~year~~which orit ~~less. The~~will ~~Company~~be ~~recognizes~~entitled ~~revenue~~at ~~from~~contract ~~on-boarding~~inception, ~~training,~~ and ~~consulting~~reassesses ~~services~~at aseach ~~the~~reporting ~~services~~date, ~~are~~when ~~provided. Cash~~determining ~~payments~~the ~~received~~transaction inprice. ~~advance~~The ofCompany ~~providing~~does ~~subscription~~not orinclude ~~services~~variable ~~are~~consideration ~~recorded~~ to ~~deferred~~the ~~revenue~~extent ~~until~~that ~~the~~it ~~performance~~is ~~obligation~~probable isthat ~~satisfied.~~a ~~Revenue~~significant ~~from~~reversal in the ~~Company’s~~amount ~~business~~of ~~lending~~cumulative ~~solution~~revenue is recognized aswill ~~interest~~occur ~~income~~when ~~and~~any ~~origination~~uncertainty ~~fees,~~associated ~~based~~with ~~upon~~ the ~~loan~~variable ~~that~~consideration is ~~issued to each customer~~resolved.

~~F-8~~Allocate ~~Table~~the oftransaction ~~Contents~~price to the distinct performance obligations

~~Net Income (Loss) Per Common Share—~~The ~~Company~~transaction ~~computes~~price ~~income~~is ~~per~~allocated ~~common~~to ~~share,~~each inperformance ~~accordance~~obligation ~~with~~based ~~ASC~~on ~~Topic~~the ~~260, Earnings~~relative ~~Per~~standalone ~~Share, which~~selling ~~requires~~prices ~~dual~~(“SSP”) ~~presentation~~ of ~~basic~~the ~~and~~goods ~~diluted~~or ~~earnings~~services ~~per~~being ~~share.~~provided ~~Basic~~to ~~income~~the orcustomer. ~~loss~~The ~~per~~Company ~~common~~determines ~~share~~the isSSP ~~computed~~of byits ~~dividing~~goods ~~net~~and ~~income~~services orbased ~~loss~~upon by the ~~weighted~~ average ~~number~~sales ofprices ~~common~~for ~~shares~~each ~~outstanding~~type ~~during~~of ~~the~~online ~~period.~~software ~~Diluted~~product ~~income~~and orprofessional ~~loss~~services ~~per~~sold. ~~common~~In ~~share~~instances iswhere ~~computed~~there byare ~~dividing~~not ~~net~~sufficient ~~income~~data points, or ~~loss by~~ the ~~weighted~~selling ~~average~~prices ~~number~~for ofa ~~common~~particular ~~shares~~online ~~outstanding,~~software ~~plus~~product ~~the~~or ~~issuance~~professional ofservice ~~common~~are ~~shares~~disparate, ~~if dilutive, that could result from~~ the ~~exercise~~Company ofestimates ~~outstanding stock options and warrants. No potential dilutive common shares are included in~~ the ~~computation~~SSP ofusing ~~any~~other ~~diluted~~observable ~~per~~inputs, ~~share~~such ~~amount~~as ~~when~~similar aproducts ~~loss~~or ~~is reported~~services.

~~Fair~~Recognize ~~Value~~revenue ~~Measurements—ASC~~as ~~Topic 820, Fair Value Measurements, clarifies~~ the ~~definition~~performance ofobligations ~~fair~~are ~~value, prescribes methods for measuring fair value, and establishes a fair value hierarchy to classify the inputs used in measuring fair value as follows:~~satisfied

~~Level~~Revenues 1:are ~~Inputs~~recognized when or as control of the promised goods or services is transferred to customers. Revenue from online software products is recognized ratably over the subscription period beginning on the date the Company’s online software products are ~~unadjusted~~made ~~quoted~~available ~~prices~~to incustomers. ~~active~~Most ~~markets~~subscription ~~for~~contracts ~~identical~~are ~~assets~~one year or ~~liabilities~~less. ~~available~~The atCompany recognizes revenue from on-boarding, training, and consulting services as the ~~measurement~~services ~~date~~are provided. Cash payments received in advance of providing subscription or services are recorded to deferred revenue until the performance obligation is satisfied. Revenue from the Company’s business lending solution is recognized as interest income and origination fees, based upon the loan that is issued to each customer.

~~Level~~F-9 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~~Net 3:Income ~~Inputs~~(Loss) ~~are~~Per ~~unobservable~~Common ~~inputs~~Share —The Company computes income per common share, in accordance with ASC Topic 260, Earnings Per Share,which ~~reflect~~requires ~~the~~dual ~~reporting~~presentation ~~entity’s~~of ~~own~~basic ~~assumptions~~and ondiluted ~~what~~earnings ~~assumptions~~per share. Basic income or loss per common share is computed by dividing net income or loss by the ~~market~~weighted ~~participants~~average ~~would~~number ~~use~~of incommon ~~pricing~~shares outstanding during the ~~asset~~period. Diluted income or ~~liability~~loss ~~based~~per oncommon share is computed by dividing net income or loss by the ~~best~~weighted ~~available~~average ~~information~~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.

~~The~~Fair ~~estimated~~Value ~~fair~~Measurements—ASC ~~value~~Topic of820, ~~certain~~Fair ~~financial~~Value ~~instruments~~Measurements, ~~including~~clarifies ~~all~~the ~~current~~definition ~~liabilities~~of ~~are~~fair ~~carried~~value, atprescribes ~~historical~~methods ~~cost~~for ~~basis~~measuring fair value, ~~which~~and ~~approximates~~establishes ~~their~~a fair ~~values~~value ~~because~~hierarchy ofto classify the ~~short-term~~inputs ~~nature~~used ofin ~~these~~measuring ~~instruments.~~fair value as follows:

~~Advertising~~Level ~~and~~1: ~~Promotion—~~Inputs ~~The~~are ~~Company~~unadjusted ~~follows~~quoted ~~the~~prices ~~policy of charging the costs of advertising, marketing, and public relations to expense as incurred. The Company has $858,572 and $1,733,865~~ in ~~advertising~~active ~~expenses~~markets for ~~the~~identical ~~years~~assets ~~ended~~or ~~August~~liabilities ~~31,~~available ~~2022 and~~at ~~2021,~~the ~~respectively~~measurement date.

~~Cost~~Level of2: ~~Sales~~Inputs —are ~~This~~unadjusted isquoted ~~comprised~~prices offor ~~referral~~similar assets and ~~sales~~liabilities ~~commission~~in active markets, ~~advertising~~quoted prices for ~~our~~identical ~~premium~~or ~~marketing~~similar ~~clients~~assets and liabilities in markets that are not active, ~~website~~inputs ~~hosting~~other ~~fees~~than quoted prices that are observable, and ~~data~~inputs ~~fees~~derived ~~for~~from ~~our~~or ~~software~~corroborated ~~subscribers~~by observable market data.

~~Leases—~~Level ~~Under~~3: ~~ASC~~Inputs ~~Top 842, ”Leases”, the Company determines if an agreement is a lease at inception. Operating leases~~ are ~~included~~unobservable ininputs ~~operating~~which ~~lease~~reflect –the ~~right~~reporting toentity's ~~use,~~own ~~current~~assumptions ~~portion~~on ofwhat ~~operating~~assumptions ~~lease liability, and operating lease liability, less current portion in~~ the ~~Company’s~~market ~~consolidated~~participants ~~balance~~would ~~sheets.~~use ~~Finance leases are included~~ in ~~property~~pricing ~~and~~the ~~equipment,~~asset ~~net,~~or ~~current~~liability ~~portion~~based ofon ~~long-term debt, net and long-term debt, less current portion and debt issuance costs in~~ the ~~Company’s~~best ~~consolidated~~available ~~balance sheets~~information.

AsThe ~~permitted~~estimated ~~under~~fair ~~ASU~~value ~~Topic~~of ~~842,~~certain ~~the~~financial ~~Company~~instruments, ~~has~~including ~~made~~all ancurrent ~~accounting~~liabilities ~~policy~~are ~~election~~carried ~~not~~at tohistorical ~~apply~~cost ~~the~~basis, ~~recognition~~which ~~provisions~~approximates oftheir ~~ASU~~fair ~~2016-02~~values tobecause ~~short term leases (leases with a lease term~~ of ~~12 months or less that do not include an option to purchase~~ the ~~underlying asset that the lessee is reasonably certain to exercise); instead, the Company will recognize the lease payments for~~ short -term ~~leases~~nature onof athese ~~straight-line basis over the lease term~~instruments.

4.The ~~RECENTLY~~Company ~~ISSUED~~holds ~~ACCOUNTING~~investments ~~PRONOUNCEMENTS~~that are considered a Level 1 security.

~~The~~Advertising ~~Company~~and ~~has~~Promotion— ~~implemented~~The ~~all~~Company ~~new~~follows ~~accounting~~the ~~pronouncements~~policy ~~that~~of ~~are~~charging inthe ~~effect.~~costs ~~These~~of ~~pronouncements~~advertising, ~~did not have any material impact on the financial statements~~marketing, and ~~the~~public ~~Company~~relations ~~does~~to ~~not~~expense ~~believe~~as ~~that~~incurred. ~~there~~The ~~are~~Company ~~any~~has ~~other~~$154,529 ~~new~~and ~~accounting~~$858,572 ~~pronouncements~~in ~~that~~advertising ~~have~~expenses ~~been~~for ~~issued~~the ~~that~~years ~~might~~ended ~~have~~August a31, ~~material~~2023 ~~impact~~and on2022, ~~its financial position or results of operations~~respectively.

~~F-9~~Cost ~~Table~~of Sales— This is comprised of ~~Contents~~referral and sales commission, advertising for our premium marketing clients, website hosting fees, and data fees for our software subscribers.

5Leases— Under ASC Top 842, “Leases”, the Company determines if an agreement is a lease at inception. ~~BUSINESS~~Operating ~~ACQUISITIONS~~leases are included in operating lease – right of 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.

InAs ~~March~~permitted ~~2022,~~under ~~the~~ASU ~~Company~~Topic ~~closed~~842, the ~~acquisition~~Company ofhas ~~100%~~made ofan ~~the~~accounting ~~equity~~policy ~~interests~~election ofnot ~~Helix~~to ~~House,~~apply ~~LLC,~~the arecognition ~~marketing~~provisions ~~agency based in Scottsdale, Arizona, for an initial closing purchase price~~ of ~~$2,250,000.~~ASU ~~The~~2016-02 ~~closing~~to ~~purchase~~short ~~price~~term ~~included~~leases ~~$1,200,000~~(leases inwith ~~cash~~a ~~and~~lease ~~18,004,115~~term ~~shares~~ of ~~restricted~~12 ~~common~~months ~~stock~~or ~~valued~~less atthat ~~$1,050,000~~do atnot ~~the~~include ~~acquisition~~an ~~date.~~option ~~There~~to ispurchase ~~additional~~the ~~earn-out~~underlying ~~potential~~asset ~~based~~that onthe ~~future~~lessee ~~revenue growth of Helix House, LLC. The earn-out potential~~ is upreasonably certain to aexercise); ~~total of $600~~instead,~~000~~ ~~in cash and $1,900,000 in stock, which is valued at~~ the ~~average~~Company ofwill ~~the~~recognize ~~closing prices of~~ the ~~Company’s~~lease ~~Common~~payments ~~Stock~~ for ~~the~~short 20term ~~trading~~leases ~~days following the achievement of the revenue milestones. Based~~ on ~~year~~a straight-~~to-date~~line ~~activity~~basis ~~with~~over the ~~Helix~~lease ~~House acquisition, Management has estimated the potential earnout liability to be at 50%~~term.

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

Segment Reporting—In accordance with FASB ASC 280, Segment Reporting, the Company has concluded that it has one operating and reportable segments. Refer to Note 5 for additional information.

~~The~~F-10 ~~initial~~Table ~~goodwill calculated for the Helix House acquisition was $3,444,110. The Company recorded a loss on goodwill impairment in the amount~~ of $1,122,442 for the year ended August 31, 2022. Certain amounts noted above are preliminary and subject to change during the respective measurement period (up to one year from the acquisition date) as the Company will obtain additional information for the preliminary fair value estimates of the assets acquired and liabilities assumed.Contents

~~On June 8, 2022, the Company closed the acquisition of FluidFi, Inc~~4. ,RECENTLY ~~dba~~ISSUED ~~Alchemy~~ACCOUNTING ~~Technologies (“FluidFi”). Business Warrior obtained 100% of FluidFi’s equity interest for $800,000 in cash and $1,823,671 in preferred stock with a 7%, three-year cash dividend.~~PRONOUNCEMENTS

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

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

~~The initial goodwill calculated for the FluidFi acquisition was $2,901,381~~5. ~~Based~~SEGMENT on changes in management’s focus on this business, the Company determined a triggering event occurred and an impairment analysis was performed. As a result, the Company recorded a full impairment loss of $2,901,381 as of August 31, 2022. Certain amounts noted above are preliminary and subject to change during the respective measurement period (up to one year from the acquisition date) as the Company obtain additional information for the preliminary fair value estimates of the assets acquired and liabilities assumed.DISCLOSURES

F-The Company has identified reportable segments as those consolidated subsidiaries that represent 10% ~~Table~~or more of ~~Contents~~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.

~~The~~EBITDA ~~following~~is ~~unaudited pro forma financial results reflects~~ the ~~historical~~primary ~~operating~~measure ~~results~~used ofby the Company,’s ~~including~~chief ~~the~~operating ~~unaudited~~decision ~~pro~~maker ~~forma~~to ~~results~~evaluate ofsegment ~~Helix~~operating ~~House~~performance. ~~and~~As ~~FluidFi for~~ the ~~years~~Company ~~ended~~uses ~~August~~the 31term, ~~2022~~EBITDA ~~and~~is ~~2021,~~defined ~~respectively,~~ as ifincome ~~each~~before ofinterest ~~these business~~expense, ~~combinations~~income ~~had~~taxes, ~~occurred~~depreciation asand ~~of September 1, 2021~~amortization. The ~~pro~~Company’s ~~forma~~chief ~~financial~~operating ~~information~~decision ~~set~~maker ~~forth~~believes ~~below~~EBITDA ~~reflects~~is ~~adjustments~~a tomeaningful ~~the~~measure ~~historical~~and ~~data~~is ofsuperior ~~the Company~~ to ~~give~~available ~~effect~~GAAP tomeasures ~~each of these acquisitions and the related equity issuances~~ as ifit ~~each~~represents ~~had~~a ~~occurred~~transparent onview ~~September 1,~~of ~~2020. The pro forma information presented below does not purport to represent what~~ the ~~actual~~Company’s ~~results~~operating ofperformance ~~operations~~that ~~would~~is ~~have~~unaffected ~~been~~by ~~for~~fluctuations ~~the~~in ~~periods indicated~~property, ~~nor~~equipment ~~does~~and itleasehold ~~purport~~additions. toThe ~~represent the~~ Company’s ~~future~~chief ~~results~~operating ofdecision ~~operations.~~maker ~~The~~uses ~~following~~EBITA ~~table~~to ~~summarizes~~perform onperiodic anreviews ~~unaudited~~and ~~pro~~comparison ~~forma~~of ~~basis~~operating ~~the~~trends ~~Company’s~~and ~~results~~identify ofstrategies ~~operations~~to ~~for~~improve the ~~years~~allocation ~~ended~~of ~~August~~resources ~~31,~~amongst ~~2022 and 2021:~~segments.

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

As of August 31, 2023, the Company’s reportable segments were as follows:

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

6.The ~~LOANS~~Other ~~RECEIVABLE~~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.

During the year ended August 31, 2022, the Company launched its new small business lending solution called Business Warrior Funding. The new lending solution leverages the Company’s expertise and strategic partnerships to help entrepreneurs grow their business and offset the difficulty often associated with traditional bank lending. Loans to customers range from $5,000 to $125,000, with interest rates ranging from 16.99% to 23.0%. As of August 31, 2022, the Company had a loans receivable balance of $293,618, of which $70,399 are considered current and $223,219 are nonF-~~current.~~11 ~~The~~Table ~~Company has $59,427 recorded as an allowance for doubtful accounts as~~ of ~~August 31, 2022.~~Contents

Year ending August 31, 2023	$	70,399
Year ending August 31, 2024		223,219
	$	293,618

Performance Measures of Reportable Segments

7.Revenue ~~PROPERTY~~and ~~AND~~EBITDA ~~EQUIPMENT~~of the Company’s reportable segments for the years ended August 31, 2023 and 2022 was as follows:

Property and equipment consist of the following:

	Net Sales
	August 31, 2023			August 31, 2022
Helix House	$	2,243,915		$	942,182
Other		2,053,207			2,768,188
Total	$	4,297,122		$	3,710,370

	Net Loss
	August 31, 2023			August 31, 2022
Helix House	$	(98,686	)	$	47,638
Other		(5,199,510	)		(7,638,888	)
Total	$	(5,298,196	)	$	(7,591,250	)

	Usefullives	August 31,2022			August 31,2021
Software and computer equipment	5 years	$	652,892		$	386,489
Furniture and fixtures and other equipment	5 years		2,960			2,960
Leasehold improvements			-			1,680
Total property and equipment			655,852			391,129
Less accumulated depreciation			(411,219	)		(272,061	)
Total property and equipment, net		$	244,633		$	119,068

The following table provides a reconciliation of total segment EBITDA from continuing operations for the years ended August 31, 2023 and 2022:

For the years ended August 31, 2022 and 2021, depreciation expense was $139,158 and $35,868, respectively.

	August 31, 2023			August 31, 2022
Total Net loss from continuing operations	$	(5,298,196	)	$	(7,591,250	)
Interest income		77,636			-
Interest expense		892,809			2,923
Income tax (expense) benefit		-			-
Depreciation and amortization		369,327			155,790
Total segment EBITDA from continuing operations	$	(4,113,696	)	$	(7,432,537	)

~~F-11~~Balance ~~Table~~Sheet Data of ~~Contents~~Reportable Segments

8.Total ~~LEASE~~assets ~~RIGHT-OF-USE~~of ~~ASSETS~~the ~~AND~~Company’s ~~LEASE~~reportable ~~LIABILITIES~~segments at August 31, 2023 and 2022 were as follows:

Finance leases

	August 31, 2023		August 31, 2022
Helix House	$	223,493	$	406,300
Other		2,245,775		3,471,334
Total assets	$	2,469,268	$	3,877,634

~~The~~F-12 ~~Company~~Table ~~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.~~ Contents

~~Finance~~6. ~~right~~BUSINESS ~~of use assets are summarized below:~~ACQUISITIONS

	August 31,2022			August 31,2021
Finance Lease	$	94,237		$	94,237
Less accumulated depreciation		(18,018	)		(1,386	)
Finance lease, net	$	76,219		$	92,851

In March 2022, the Company closed the acquisition of 100% of the equity interests of Helix House, LLC, a marketing agency based in Scottsdale, Arizona, for an initial closing purchase price of $2,250,000. The closing purchase price included $1,200,000 in cash and 18,004,115 shares of restricted common stock valued at $1,050,000 at the acquisition date. There is additional earn-out potential based on future revenue growth of Helix House, LLC. The earn-out potential was up to a total of $600,000 in cash and $1,900,000 in stock, which is valued at the average of the closing prices of the Company’s common stock for the 20 trading days following the achievement of the revenue milestones. Based on year-to-date activity with the Helix House acquisition, the Company calculated the potential earnout liability to be at 50%. On September 8, 2023, an amendment to the purchase agreement was signed, in which the Company issued 38,206,314 shares of common stock to the previous owners of Helix House, LLC. The cash portion of the amended earn-out payment earnout liability of $300,000 will be paid by September 2027.

Depreciation expense was $16,632 and $1,386 for the years ended August 31, 2022 and 2021, respectively.

Consideration:
Cash	$	1,200,000
Contingent earnout liability		935,137
Common stock		1,050,000
Total consideration	$	3,185,137

Assets acquired:
Cash	$	60,085
Accounts receivable		10,000
Other assets		18,805
Intangible assets		805,000
Goodwill		2,324,247
Total assets acquired	$	3,218,137
Deferred revenue		(33,000	)
Total purchase consideration	$	3,185,137

~~Finance~~The ~~lease~~initial ~~liabilities~~goodwill ~~are~~calculated ~~summarized~~for ~~below:~~the Helix House acquisition was 2,324,247, along with specifically identifiable intangible assets of $805,000, see Footnote 7. The Company recorded a loss on goodwill impairment in the amount of $1,122,443 during the year ended August 31, 2022. There was no impairment for the year ended August 31, 2023.

	August 31,2022			August 31,2021
Finance lease liability	$	75,651		$	92,851
Less: current portion		(18,487	)		(17,086	)
Long term portion	$	57,164		$	75,765

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

~~Maturity~~F-13 Table of ~~lease liabilities are as follows:~~Contents

	August 31,2022
Consideration:
Year ending August 31, 2023	$	21,340
Cash	$	800,000
Year ending August 31, 2024		21,340
Preferred stock		1,823,671
Year ending August 31, 2025		21,340
Total consideration	$	2,623,671
Year ending August 31, 2026		19,562
Assets acquired:
Total future minimum lease payments		83,582
Cash	$	611,318
Less imputed interest		(7,931	)
Accounts receivable		429,099
PV of payments	$	75,651
Other assets		77,003
Goodwill		2,901,381
Total assets acquired	$	4,018,801
Accounts payable		(195,130	)
Acquired partner debt		(1,200,000	)
Total purchase consideration	$	2,623,671

9The initial goodwill calculated for the FluidFi acquisition was $2,901,381. ~~NOTES~~Based ~~PAYABLE~~on changes in management’s focus on this business, the Company determined a triggering event occurred and an impairment analysis was performed. As a result, the Company recorded a full impairment loss of $2,901,381 during the year ended August 31, 2022.

AsThe following unaudited pro forma financial results reflects the historical operating results of the Company, including the unaudited pro forma results of Helix House and FluidFi for the year ended August 31, 2022, ~~the~~as ~~Company~~if ~~entered~~each ~~into~~of athese ~~note~~business ~~payable~~combinations ~~due~~had tooccurred ~~Elev8~~as ~~Advisors~~of ~~for~~September ~~$75~~1,~~000~~ 2021. ~~This~~ ~~note~~The ~~bears~~pro ~~interest~~forma ofinformation ~~17.97%,~~presented ~~with~~below ~~payments~~does not purport to represent what the actual results of ~~principal~~operations ~~and~~would ~~interest~~have been for the periods indicated, nor does it purport to berepresent ~~made~~the ~~over~~Company’s anfuture 18results ~~month~~of ~~period~~operations. The ~~current~~following ~~portion~~table ofsummarizes ~~the~~on ~~principal~~an ~~due~~unaudited ispro ~~$47,740~~forma ~~with~~basis athe ~~remaining~~Company’s ~~balance~~results of ~~$27,260~~operations infor ~~long-term.~~the year ended August 31, 2022:

Notes payable totaled $5,000 and were considered outstanding at August 31, 2021.

	2022
Gross sales	$	6,505,447
Net sales		4,849,317
Net operating loss		(3,586,722	)
Net loss	$	7,610,545	)

Net income per share - basic and diluted	$	(0.018	)

Weighted average number of shares of common stock
outstanding - basic and diluted		434,700,005

~~10.~~The ~~PPP~~calculations ~~AND~~of ~~SBA~~pro ~~LOANS~~forma net revenue and pro forma net loss give effect to the business combinations for the period from September 1, 2021 until the respective closing dates for (i) the historical net revenue and net income (loss), as applicable, of the acquired businesses, (ii) incremental depreciation and amortization for each business combination based on the fair value of property, equipment and identifiable intangible assets acquired and the related estimated useful lives, and (iii) recognition of accretion of discounts on obligations with extended payment terms that were assumed in the business combinations.

InF-14 ~~January~~Table ~~2021, the initial PPP note~~ of $60,600 was fully forgiven and recognized as a gain on extinguishment of debt. On February 23, 2021, the Company received an additional PPP loan of $77,500. This loan was forgiven on October 22, 2021. On March 8, 2021, the Company received an additional PPP loan of $62,002, which was forgiven on August 23, 2021. Contents

~~F-12~~7. ~~Table~~LOANS ~~of Contents~~RECEIVABLE

During the year ended August 31, 2022, the Company launched its new small business lending solution called Business Warrior Funding. The new lending solution leverages the Company’s ~~also~~expertise ~~entered~~and ~~into~~strategic apartnerships ~~normal~~to ~~SBA~~help ~~loan~~entrepreneurs ~~during~~grow ~~2020~~their business and offset the difficulty often associated with atraditional ~~principal~~bank ~~amount~~lending. ofLoans to customers range from $~~149~~5,~~900.~~000 ~~The~~to ~~note~~$125,000, ~~bears~~with interest atrates aranging ~~rate~~from ~~of 3~~16.7599% ~~per~~to ~~annum~~23.0%. OnAs ~~March~~of 16August 31, ~~2021~~2023, the ~~SBA~~Company ~~announced~~had ~~extended~~a ~~deferment~~loans ~~periods~~receivable ~~for~~balance ~~all~~of ~~COVID-19~~$183,406 ~~and~~which ~~other~~are ~~disaster~~all ~~loans~~considered ~~until 2022~~current. As ~~such~~of August 31, ~~repayment~~2022, the Company had a loans receivable balance of ~~the~~$293,618, of which $70,399 was considered current. The Company’s ~~SBA~~has ~~loan~~$137,146 ~~will~~and ~~not~~$59,427 ~~begin~~recorded ~~until~~as ~~October~~an allowance for doubtful accounts as of August 31, 2023 and 2022, respectively.

~~Aggregate~~8. ~~principal~~PROPERTY ~~maturities~~AND ~~of the SBA loan is as follows:~~EQUIPMENT

Year ending August 31, 2023	$	8,039
Year ending August 31, 2024		8,772
Year ending August 31, 2025		8,772
Year ending August 31, 2026		8,772
Year ending August 31, 2027		8,772
Thereafter	$	106,773
	$	149,900

Property and equipment consist of the following:

11. DERIVATIVE FINANCIAL INSTRUMENTS

	Useful lives	August 31, 2023			August 31, 2022
Software and computer equipment	5 years	$	652,892		$	652,892
Furniture and fixtures and other equipment	5 years		2,960			2,960
Total property and equipment			655,852			655,852
Less accumulated depreciation			(603,682	)		(411,219	)
Total property and equipment, net		$	52,170		$	244,633

~~Embedded~~For ~~derivatives~~the years ended August 31, 2023 and 2022, depreciation expense was $192,463 and $139,158, respectively.

~~The Company’s convertible promissory notes gave rise to derivative financial instruments~~9. ~~The~~INTANGIBLE notes embodied certain terms and conditions that were not clearly and closely related to the host debt agreement in terms of economic risks and characteristics. These terms and features consist of the embedded conversion option. ASSETS

Detachable warrants

	Useful lives	August 31, 2023			August 31, 2022
Customer relationships	8 years	$	375,000		$	-
Trademarks	Indefinite		340,000		$	-
Non-compete agreements	2 years		90,000			-
Less accumulated depreciation			(158,450	)		-
Total property and equipment, net		$	646,550		$	-

~~Certain~~The ~~convertible~~Company ~~notes~~recorded ~~were~~amortization ~~issued~~expense ~~with~~in ~~detachable~~the ~~warrants~~amount of $158,450 for the year ended August 31, 2023, which ~~contained~~includes ~~terms~~amortization ~~that~~from ~~did~~the ~~not~~purchase ~~achieve~~date ~~equity~~of ~~classification~~March 2022.

~~All~~10. ofFINANCE ~~the~~RIGHT-OF-USE ~~derivative~~ASSETS ~~liabilities~~AND ~~were~~FINANCE ~~extinguished~~LEASE ~~during the year end August 31, 2021.~~LIABILITIES

~~The~~Finance 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 years ended August 31, 2022 and 2021:leases

	For the Years Ended
	August 31, 2022		August 31, 2021
Embedded derivatives	$	-	$	(995,510	)
Warrant derivatives		-		(1,142,270	)
Day-one derivative loss		-		(101,161	)
Total	$	-	$	(2,238,941	)

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.

~~Current accounting principles that are provided in ASC 815~~ F- ~~Derivatives~~15 ~~and~~Table Hedging require derivative financial instruments to be classified in liabilities and carried at fair value with changes recorded in income. The Company has selected the Monte Carlo Simulation Model, which approximates the Monte Carlo Simulations, valuation technique to fair value the embedded derivative because it believes that this technique is reflective of all significant assumption types, and ranges of assumption inputs, that market participants would likely consider in transactions involving embedded derivatives. Such assumptions include, among other inputs, interest risk assumptions, credit risk assumptions and redemption behaviors in addition to traditional inputs for option models such as market trading volatility and risk-free rates. The Binomial Lattice Model technique is a level three valuation technique because it requires the development of significant internal assumptions in addition to observable market indicators. For instruments in which the time to expiration has expired, the Company has utilized the intrinsic value as the fair value. The intrinsic value is the difference between the quoted market price on the valuation date and the applicable conversion price.Contents

~~The~~Finance ~~Company~~right ~~utilized~~of ~~the~~use ~~Black~~assets ~~Scholes~~are ~~Merton~~summarized ~~(“BSM”) technique for the warrant derivatives. The significant assumptions utilized in the BSM is risk-free interest, volatility, time to expiration, strike price and underlying price.~~ below:

F-13 Table of Contents

	August 31, 2023			August 31, 2022
Finance right-of-use asset	$	94,237		$	94,237
Less accumulated depreciation		(36,432	)		(18,018	)
Finance right-of-use asset, net	$	57,805		$	76,219

~~Significant~~Depreciation ~~inputs~~expense ~~and~~was ~~results~~$18,414 ~~arising from the Monte Carlo Simulation process are as follows~~ for the ~~embedded~~years ~~derivatives~~ended ~~that~~August ~~have~~31, ~~been~~2023 ~~bifurcated from the convertible notes~~ and ~~classified~~2022, ~~in liabilities:~~respectively.

		Inception Dates
Quoted market price on valuation date		$0.018 - $0.025
Effective contractual conversion rates		$0.05
Contractual term to maturity		3 years
Market volatility:
Volatility		228.26% - 400.44%
Risk-adjusted interest rate		1.62%

Finance lease liabilities are summarized below:

The following table reflects the issuances of embedded derivatives and changes in fair value inputs and assumptions related to the embedded derivatives as of August 31, 2022 and 2021.

	August 31, 2023			August 31, 2022
Finance lease liability	$	55,960		$	75,651
Less: current portion		(18,487	)		(18,487	)
Long term portion	$	37,473		$	57,164

	Year Ended		Year Ended
	August 31, 2022		August 31, 2021
Balances at beginning of period	$	-	$	24,347
Issuances:
Embedded derivatives		-		96,667
Warrant derivatives		-		54,494
Conversions		-		(1,116,524	)
Warrant exercise		-		(1,196,764	)
Changes in fair value inputs and assumptions reflected in income		-		2,137,780
Balances at end of period	$	-	$	-

Maturity of lease liabilities are as follows:

12. RELATED PARTIES

	August 31, 2023
Year ending August 31, 2024	$	21,340
Year ending August 31, 2025		21,340
Year ending August 31, 2026		19,562
Total future minimum lease payments		62,242
Less imputed interest		(6,282	)
Present value of payments	$	55,960

~~The Board of Directors has adopted a written related party transaction policy~~11. ~~This~~NOTES 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 $159,161 and $163,172 as of August 31, 2022 and 2021, respectively. These amounts are considered a current liability.PAYABLE

13As of August 31, 2022, the Company entered into a note payable due to Elev8 Advisors for $75,000. ~~COMMITMENTS~~This ~~AND~~note ~~CONTINGENCIES~~bears interest of 17.97% and matures in February 2024. As of August 31, 2023, the outstanding balance due was $17,588. As of August 31, 2023 and 2022, the outstanding balance is $17,588 and $75,000, respectively.

~~During the normal course of business, the Company may be exposed to litigation~~12. ~~When~~LINE ~~the~~OF Company becomes aware of potential litigation, it evaluates the merits of the case in accordance with ASC 450-20-50, Contingencies. The Company evaluates its exposure to the matter, possible legal or settlement strategies and the likelihood of an unfavorable outcome. If the Company determines that an unfavorable outcome is probable and can be reasonably estimated, it establishes the necessary accruals. As of August 31, 2022 and 2021, the Company is not aware of any contingent liabilities that has not been be reflected in the financial statements.CREDIT

14The 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. ~~EQUITY~~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 August 31, 2023, and 2022, the Company’s principal balance is $2,103,112, and $0 with a debt discount of $473,311 and $0, respectively.

~~Series~~F-16 ATable ~~preferred~~of ~~shares~~Contents

~~As of August 31, 2022, 15,500 shares were issued and outstanding with a par value of $~~13.~~001~~ ~~These~~SBA 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. LOANS

~~Series~~The BCompany ~~preferred~~entered ~~shares~~into a SBA loan during 2020 with a principal amount of $149,900. The note bears interest at a rate of 3.75% per annum. Interest only payments began in November 2022, and principal payments will begin in May 2055.

InAggregate ~~May~~principal ~~2022,~~maturities ~~the Company authorized 100,000 shares~~ of the ~~Series~~SBA Bloan ~~preferred~~is ~~stock~~as with a par value of $.001. As of August 31, 2022, the Company has 12,017 Preferred B shares issued and outstanding. Each share shall be convertible, at the option of the holder into the number of fully paid and nonassessable shares of common stock that have fair market value, in the aggregate, equal to the Series B conversion price. follows:

Series C preferred shares

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

~~In June 2022, the Company authorized 50,000 shares of the Series C preferred stock with a stated value of $100 per share and a par value of $~~14.~~001.~~ AsDERIVATIVE ofFINANCIAL August 31,2022, the Company has 50,000 Preferred C shares issued and outstanding. Each holder of outstanding shares of Series C preferred stock shall be entitled to cast the number of votes equal to the number of whole shares of common stock into which the shares of Series C preferred stock held by such holder are convertible.INSTRUMENTS

~~F-14~~Detachable ~~Table of Contents~~warrants

~~15.~~Certain ~~CONCENTRATIONS~~promissory notes were issued with detachable warrants which contained terms that did not achieve equity classification.

~~For~~The ~~the~~following ~~years~~tables ~~ended~~summarize ~~August~~the ~~31,~~components ~~2022~~of ~~and 2021,~~ the Company’s ~~had~~derivative ~~two~~liabilities ~~customers representing 24%~~ and ~~one~~linked ~~customer~~common ~~representing~~shares ~~97%~~as of ~~total revenue. For the years ended~~ August 31, ~~2022~~2023, ~~the Company had two customers representing 42% of total accounts receivable~~ and ~~one~~the ~~customer~~amounts ~~representing~~that ~~68%~~were ofreflected ~~total~~in ~~accounts~~income ~~receivable~~related asto ofderivatives ~~August~~for ~~31,~~the ~~2021.~~ period ended:

16. RECLASSIFICATIONS

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

~~Certain~~The ~~prior~~following ~~year~~table ~~amounts~~summarizes ~~have~~the ~~been~~effects ~~reclassified~~on ~~for~~the ~~consistency~~Company’s gain (loss) associated with changes in the ~~current~~fair ~~year~~values ~~presentation. These~~of ~~reclassifications~~the ~~had~~derivative nofinancial ~~effect~~instruments onby type of financing for the ~~reported~~year ~~results~~ended ofAugust ~~operations.~~ 31, 2023:

~~17.~~Warrant ~~INCOME~~derivatives ~~TAXES~~$ 386,344

~~Deferred~~The ~~taxes~~Company ~~are~~utilized ~~provided~~the onBlack aScholes ~~liability~~Merton ~~method~~(“BSM”) ~~whereby~~technique ~~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~~warrant ~~between the reported amounts of assets and liabilities and their tax bases~~derivatives. ~~Deferred~~ ~~tax~~The ~~assets~~significant ~~are~~assumptions ~~reduced~~utilized ~~by a valuation allowance when,~~ in the ~~opinion~~BSM ~~of management, it~~ is ~~more~~risk-free ~~likely~~interest, ~~than~~volatility, ~~not~~time ~~that~~to ~~some~~expiration, ~~portion~~strike orprice ~~all of the deferred tax assets will not be realized. Deferred tax assets~~ and ~~liabilities~~underlying ~~are adjusted for the effects of changes in tax laws and rates on the date of enactment~~price. ~~The~~ ~~U.S. Federal income tax rate is 21%.~~

~~The~~F-17 ~~provision~~Table ~~for Federal income tax consists~~ of ~~the following August 31:~~ Contents

Federal income taxes attributable to:	2022			2021
Current operations	$	749,160		$	426,832
Less: valuation allowance		(749,160	)		(426,832	)
Net provision for federal income taxes	$	-		$	-

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

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

	Inception Dates		August 31, 2023
Quoted market price on valuation date	$0.0063 - $0.0091		$	0.0062
Effective contractual conversion rates	$	0.0125	$	0.0125
Contractual term to maturity	5 years		4.64 years

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

	2022			2021
Net operating loss carryover	$	1,455,884		$	706,724
Less: valuation allowance		(1,455,884	)		(706,724	)
Net deferred income taxes	$	-		$	-

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

The following table reconciles the difference between the statutory federal income tax rate for the Company and the effective income tax rate the years ended August 31:

	Year Ended August 31, 2023
Balances at beginning of period	$	-
Issuances:
Warrant derivatives		711,590
Conversions		-
Warrant exercise		-
Changes in fair value inputs and assumptions reflected in income		(386,344	)
Balances at end of period	$	325,246

	2022			2021
U.S. statutory federal income tax rate		21.0	%		21.0	%
Goodwill impairment		-11.1	%		-
Income tax expense (benefit) for the period		9.9	%		21.0	%

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

~~The Company files income tax returns for federal purposes and in many states~~15. ~~The~~ ~~Company’s~~RELATED tax filings remain subject to examination by applicable tax authorities for certain length of time, generally three to four years, following the tax year to which these filings related. The statue of limitations for adjustment of the net operating losses utilized on these tax returns remains open an additional three to four years, depending on jurisdiction, from the date these returns were filed.PARTIES

18The Board of Directors has adopted a written related party transaction policy. ~~SUBSEQUENT~~This ~~EVENTS~~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 $210,667 and $159,161 as of August 31, 2023 and 2022, respectively. These amounts are considered a current liability.

On October 11, 2022, the Company entered into a series of Senior Secured Promissory Notes, as part of a revolving line of credit for the aggregate original principal amount at any one time outstanding of up to Five Million Dollars ($5,000,00016.~~00)~~ ~~(the~~COMMITMENTS ~~“Revolving~~AND Line”). Each of the Notes is pari passu in right of payment with each of the other notes. The Company currently has $2,102,778 outstanding on the Revolving Line, after $1,201,602 was exchanged for 12,017 shares of Series B Preferred Stock and 8,585,575 shares of common stock. Additionally, the Company issued warrants to purchase an aggregate of 186,136,207 shares of common stock at a purchase price of $.012463.CONTINGENCIES

OnContractual ~~October 19, 2022, the Company terminated its employment agreement with the former CEO of FluidFi, Inc. for cause. The Board of Directors voted to remove the former CEO of FluidFi, Inc. from the Board.~~ Obligation

~~F-15~~As ~~Table~~of August 31, 2023, the Company has recognized a contingent liability related to a contractual agreement with a customer. Under the terms of ~~Contents~~this agreement, Business Warrior Funding is obliged to ensure that customer's revenue share percentage yields payments totaling a minimum of $3,000,000 by December 31, 2023 (the “Penalty Date”). Should the payments accrued to the customer by the Penalty Date fall short of this threshold, Business Warrior Funding is committed to remitting a penalty equivalent to the shortfall. The deadline for this penalty payment, if applicable, was set for March 1, 2024.

F-18

Table of Contents

The Company has accrued the full $3,000,000 net of a discount of $244,522 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.

17. WARRANTS

As of August 31, 2023 and 2022, the Company had 84,360,841 and 0 warrants 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 a expiration period of 5 years.

	Number of Shares		Weighted Average Exercise Price		Weighted Average Remaining Contractual Life
Warrants Outstanding – August 31, 2021		-
Issued		-
Exercised		-
Expired		-

Warrants Outstanding – August 31, 2022		-
Issued		84,360,841	$	.0125	5.00 Years
Exercised		-
Expired		-
Warrants Outstanding – August 31, 2023		84,360,841	$	0.0125	4.13 Years
Outstanding Exercisable – August 31, 2023		84,360,841	$	0.0125	4.13 Years

18. EQUITY

Series A preferred shares

As of August 31, 2023 and 2022, 15,500 shares were issued and outstanding with a par value of $.001 These shares were authorized in 2020 and each share is convertible into 0.1% of the total number of shares of common stock outstanding at the time of conversion. Each holder of these preferred shares shall be entitled to cast the number of votes equal to the number of whole shares of common stock into which the shares of Series A preferred stock held by each holder are convertible.

Series B preferred shares

In May 2022, the Company authorized 100,000 shares of the Series B preferred stock with a par value of $.001. As of August 31, 2023 and 2022, the Company has 0 and 12,017, respectively, Preferred B shares issued and outstanding. Each share shall be convertible, at the option of the holder into the number of fully paid and nonassessable shares of common stock that have fair market value, in the aggregate, equal to the Series B conversion price.

F-19

Table of Contents

Series C preferred shares

In June 2022, the Company authorized 50,000 shares of the Series C preferred stock with a stated value of $100 per share and a par value of $.001. As of August 31,2023 and 2022, the Company has 50,000 Preferred C shares issued and outstanding. Each holder of outstanding shares of Series C preferred stock shall be entitled to cast the number of votes equal to the number of whole shares of common stock into which the shares of Series C preferred stock held by such holder are convertible.

Stock options

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

During the year ended August 31, 2023, the Company granted 3,750,000 options with an exercise price of $0.02.

The weighted average range of inputs to the Black-Scholes Model for the grants issued during the year ended August 31, 2023 is as follows:

Stock Price	$	0.0046
Exercise Price	$	0.02
Dividend yield		0	%
Expected volatility		167.38	%
Risk-Free interest rate		3.70	%
Expected life (in years)		2.50

Stock option activity for the year ended August 31, 2023 is summarized as follows:

			Weighted		Weighted
			Average		Average
	Shares		Exercise Price		Remaining Term
Options outstanding August 31, 2021		-	$	-		-
Options granted		-		-		-
Options exercised		-		-		-
Options cancelled		-		-		-
Options outstanding August 31, 2022		-	$	-		-
Options granted		3,750,000		0.02	5 Years
Options exercised		-		-		-
Options cancelled		-		-		-
Options outstanding at August 31, 2023		3,750,000	$	0.02	4.76 Years
Options exercisable at August 31, 2023		3,750,000	$	0.02	4.76 Years

F-20

Table of Contents

During the years ended August 31, 2023 and 2022, the Company recorded a total of $11,385 and $0 in stock-based compensation expense, respectively. At August 31, 2023, there was $0 in unrecognized costs related to the stock options granted. As of August 31, 2023, the options outstanding and exercisable have no intrinsic value.

19. CONCENTRATIONS

For the years ended August 31, 2023 and 2022, the Company had two customers representing 22% and 24%, respectively of total revenue. For the years ended August 31, 2023 and 2022, the Company had three and one customers representing 60% and 42% respectively, of total accounts receivable.

20. INCOME TAXES

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

The provision for Federal income tax consists of the following August 31:

Federal income taxes attributable to:	2023			2022
Current operations	$	(792,132	)	$	(752,083	)
Deferred		792,132			752,083
Net provision for federal income taxes	$	-		$	-

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

	2023			2022
Net operating loss carryover	$	2,892,003		$	1,455,884
Less: valuation allowance		(2,892,003	)		(1,455,884	)
Net deferred income taxes	$	-		$	-

F-21

Table of Contents

The following table reconciles the difference between the statutory federal income tax rate for the Company and the effective income tax rate the years ended August 31:

	2023			2022
U.S. statutory federal income tax rate		21.0	%		21.0	%
Goodwill impairment		-			-15.7	%
Income tax expense (benefit) for the period		21.0	%		5.3	%

The Company files income tax returns for federal purposes and in many states. The Company’s tax filings remain subject to examination by applicable tax authorities for certain length of time, generally three to four years, following the tax year to which these filings related. The statue of limitations for adjustment of the net operating losses utilized on these tax returns remains open an additional three to four years, depending on jurisdiction, from the date these returns were filed.

21. EMPLOYEE RETENTION CREDIT

Under the provisions of the Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”) signed into law on March 27, 2020 and the subsequent extension of the CARES Act, the Company was eligible for a refundable employee retention credit subject to certain criteria. The Company recognized approximately $629,000 in employee retention credits during the year ended August 31, 2023.

22. SUBSEQUENT EVENTS

Subsequent to the Company’s fiscal year end and through the date of this report, the Company entered into Secured Convertible Promissory Notes in the total principal amount of $574,836. Each of the notes was subject to a 30% Original Issue Discount (OID) resulting in net proceeds to the Company of $402,385. The Notes mature on December 31, 2025, and are convertible at a price per share shall be equal to the Closing Price for the Company’s Common Stock as reported by its Principal Market on the trading day immediately prior to closing. Notwithstanding the foregoing, if Thirty (30) calendar days, Sixty (60) calendar days, Ninety (90) calendar days, One Hundred Twenty calendar days (120), One Hundred Fifty calendar days (150), or One Hundred Eighty (180) calendar days after the date the Company’s stock is listed on a national market system exchange (the “Adjustment Dates”), the Optional Conversion Price then in effect is more than the Market Price then in effect (the “Adjustment Price”), on the Adjustment Date the Optional Conversion Price shall automatically lower to the Adjustment Price. Notwithstanding the foregoing, the Adjustment Price shall not be less than 150% of the minimum bid price requirement of the Principal Market for the Company’s Common Stock.

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

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

On September 8, 2023, the Company entered into an amendment to the membership interest purchase agreement between the sellers of Helix House, LLC and Company originally dated March 15, 2022. The amendment settled the earnout due to the sellers of Helix House LLC, which was to be $300,000 of cash and 38,206,314 shares of common stock. The stock was issued on September 8, 2023, and the cash is booked as a long-term payable. The payable to the sellers of Helix House is due on September 8, 2026. The total cash value of the stock and cash of $1,250,000, which was listed on the Company’s balance sheet as a Helix House earnout payable.

F-22

Table of Contents

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

There have been no changes in or disagreements with accountants on accounting and financial disclosure.

ITEM 9A. CONTROLS AND PROCEDURES

(a)

Disclosure Controls and Procedures

We maintain “disclosure controls and procedures”, as that term is defined in Rule 13a-15(e), promulgated by the Securities and Exchange Commission pursuant to the Securities Exchange Act of 1934, as amended. Disclosure controls and procedures include controls and procedures designed to ensure that information required to be disclosed in our company’s reports filed under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms, and that such information is accumulated and communicated to our management, including our principal executive officer and our principal financial officer, as appropriate, to allow timely decisions regarding required disclosure.

As required by paragraph (b) of Rules 13a-15 under the Securities Exchange Act of 1934, our management, with the participation of our principal executive officer and our principal financial officer, evaluated our company’s disclosure controls and procedures as of the end of the period covered by this annual report on Form 10-K. Based on this evaluation, our management concluded that as of the end of the period covered by this annual report on Form 10-K, our disclosure controls and procedures were not effective.

(b)

Management’s Report on Internal Control over Financial Reporting

Our management, including our principal executive officer and our Board of Directors, is responsible for establishing and maintaining a process to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.

Our management, with the participation of our principal executive officer, evaluated the effectiveness of our internal control over financial reporting as of August 31, ~~2022~~2023. Our management’s evaluation of our internal control over financial reporting was based on the framework in Internal Control—Integrated Framework, issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on this evaluation, our management concluded that our internal control over financial reporting was not effective as of August 31, ~~2022~~2023 due to the following material weaknesses which are indicative of many small companies with small staff: (i) inadequate segregation of duties and ineffective risk assessment; (ii) insufficient written policies and procedures for accounting and financial reporting with respect to the requirements and application of both US GAAP and SEC guidelines; (iii) and inadequate technical skills of accounting personnel. To remediate such weaknesses, we believe we would need to implement the following changes: (i) appoint additional qualified personnel to address inadequate segregation of duties and ineffective risk management; and (ii) adopt sufficient written policies and procedures for accounting and financial reporting. The remediation efforts set out in (i) and (ii) are largely dependent upon our securing additional financing to cover the costs of implementing the changes required. If we are unsuccessful in securing such funds, remediation efforts may be adversely affected in a material manner. Until we have the required funds, we do not anticipate implementing these remediation steps.

Table of Contents

A material weakness is a deficiency or a combination of control deficiencies in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis.

Our principal executive officer do not expect that our disclosure controls or our internal control over financial reporting will prevent all errors and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within our company have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of a simple error or mistake. Additional controls can be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the controls. The design of any system of controls also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions; over time, controls may become inadequate because of changes in conditions, or the degree of compliance with the policies or procedures may deteriorate. Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected.

34 Table of Contents

(c)

Changes in Internal Control over Financial Reporting

There were no changes in our internal control over financial reporting during the fiscal year ended August 31, ~~2022~~ 2023 that have materially affected, or are reasonably likely to materially affect our internal control over financial reporting.

ITEM 9B. OTHER INFORMATION

None

3530 Table of Contents

PART III

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE

Directors and Executive Officers

Set forth below are the names of the directors and officers of the Company, all positions and offices with the Company held, the period during which he/she has served as such, and the business experience during at least the last five years:

Name and Address	Age	Date Appointed to Office	Position(s)
Rhett Doolittle	4345	January 31, 2020	Chief Executive Officer, Director
Jonathan Brooks	3638	January 31, 2020	President, Director
Jeremy Keehn	4951	October 21, 2021	Chief Marketing Officer, Director

No director or executive officer has been a director or executive officer of any business which has filed a bankruptcy petition or had a bankruptcy petition filed against it. No director or executive officer has been convicted of a criminal offense within the past five years or is the subject of a pending criminal proceeding. No director or executive officer has been the subject of any order, judgment or decree of any court permanently or temporarily enjoining, barring, suspending or otherwise limiting his involvement in any type of business, securities or banking activities. No director or officer has been found by a court to have violated a federal or state securities or commodities law.

Rhett Doolittle, Chairman and CEO. Rhett Doolittle founded two previous private companies that were on the Inc 500 Fastest Growing Companies in the United States with the highest being #18. One of those companies had a 3-year growth rate of 8,416%. Rhett’s history of being President and Founder of previous businesses prepared him to build and run Business Warrior. In the 20+ years that Rhett has built and managed companies, he has always had a passion for helping ~~small~~ businesses grow profitably. He’s traveled all over the country meeting with hundreds of business owners and marketers where he learned what makes them successful or what he feels attributed to their failure. Today, Rhett leans heavily on those learning experiences from working with ~~business~~businesses ~~owners~~of all sizes as he scales and develops Business Warrior’s ~~growing~~software ~~suite~~technology ofand ~~small~~lending ~~business solutions~~solution. ~~Since the merger,~~ Rhett ~~has~~leads ~~led~~the Company’s strategy and management of Business Warrior ~~and all subsidiaries~~ as the Chairman and Chief Executive Officer.

Jonathan Brooks, President and Vice Chairman, Jonathan Brooks, leads revenue growth and operations at Business Warrior. Through his leadership role, the company successfully became public in 2020, tripled their subscriber base in 18 months, and launched several new versions of their software. His results-driven track record led to an improved 2020 annual revenue by 1,331% along with growing the team to over 30 people. Jonathan joined Business Warrior in 2016 after a 10-year career at Cox Communications, where he led teams across the U.S. responsible for over 1 million subscribers. At Cox, he held multiple senior management roles in marketing, business operations and product management. Jonathan’s background with SAAS products gave him the experience needed to scale the company.

Jeremy Keehn, Chief Product Officer, Jeremy Keehn, leads software and product development. Jeremy has over 20 years of experience managing software development teams and creating scalable software solutions for Fortune 500 companies. His experience includes payment portals for AT&T/Verizon, software solutions for Nuvei Payments and operational software for other large payment processors. He is a patent holder in the messaging space, a recipient of the mobile excellence award for innovation, and has driven mobile applications to #1 rank placements in multiple countries. Jeremy’s expertise in high-growth, quick to market software development has also been proven through a number of successful tech start-ups in the San Francisco Bay Area.

3631 Table of Contents

Board Composition

Our Company’s Board of Directors (see below) appoints our executive officers. Our directors serve until the earlier occurrence of the election of their respective successors at the next meeting of shareholders, death, resignation or removal by the Board of Directors. Officers serve at the discretion of our Board of Directors. There exist no family relationships between the listed officers and directors. Certain information regarding the backgrounds of each of our executive officers and directors is set forth below.

	·	Rhett Doolittle is the Chairman of the Board
	·	Jonathan Brooks is Vice Chairman of the Board
	·	Jeremy Keehn serves as a Director of the Board

Term of Office

Directors hold office until the annual meeting of the Corporation’s stockholders and the election and qualification of their successors. Officers hold office, subject to removal at any time by the Board, until the meeting of directors immediately following the annual meeting of stockholders and until their successors are appointed.

Family Relationships

The Company has an employment agreement with Jason Doolittle who is the brother of our CEO. He’s paid $12,000 per month plus expenses to build and manage our PayPlan product solution.

Board Committees

We presently do not have an audit committee, compensation committee or nominating committee or any committee performing similar functions, as our management believes that until this point it has been premature at the early stage of our management and business development to form an audit, compensation, or nominating committee. Until these committees are established, the functions of these committees will be performed by our Board of Directors.

Director Independence

We currently have no independent directors, as the term “independent” is defined by the rules of the NYSE American.

Audit Committee Financial Expert

Our board of directors has determined that it does not have a member that qualifies as an “audit committee financial expert” as defined in Item 407(d)(5)(ii) of Regulation S-K issued by the United States Securities and Exchange Commission.

We believe that our entire board of directors is capable of analyzing and evaluating financial statements that present a breadth and level of complexity of accounting issues that are generally comparable to the breadth and complexity of the issues reasonably expected to be raised by our company. We believe that retaining an independent director who would qualify as an “audit committee financial expert” would be overly costly and burdensome and is not warranted in our circumstances given the early stages of our development and the fact that we have not generated revenues to date.

Involvement in Certain Legal Proceedings

During the past ten years, our directors and executive officers above have not been involved in any of the following events:

Table of Contents

●

a bankruptcy petition filed by or against any business of which such person was a general partner or executive officer either at the time of the bankruptcy or within two years prior to that time;

●

conviction in a criminal proceeding or being subject to a pending criminal proceeding, excluding traffic violations and other minor offenses;

●

being subject to any order, judgment or decree, not substantially reversed, suspended or vacated, of any court of competent jurisdiction, permanently enjoining, barring, suspending or otherwise limiting his involvement in any type of business, securities or banking business;

37 Table of Contents

●

being found by a court of competent jurisdiction, in a civil action, the SEC or the Commodity Futures Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended or vacated;

●

being the subject of, or a party to, any federal or state judicial or administrative order, judgment, decree, or finding, not subsequently reversed, suspended or vacated, relating to an alleged violation of: (i) any federal or state securities or commodities law or regulation; or (ii) any law or regulation respecting financial institutions or insurance companies including, but not limited to, a temporary or permanent injunction, order of disgorgement or restitution, civil money penalty or temporary or permanent cease-and-desist order, or removal or prohibition order; or (iii) any law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity; or

●

being the subject of, or a party to, any sanction or order, not subsequently reversed, suspended or vacated, of any self-regulatory organization (as defined in Section 3(a)(26) of the Securities Exchange Act of 1934), any registered entity (as defined in Section 1(a)(29) of the Commodity Exchange Act), or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated with a member.

Code of Ethics

We have not yet adopted a Code of Ethics. The Company created an employee handbook which contains a section dedicated to rules of Conduct.

ITEM 11. EXECUTIVE COMPENSATION

Summary Compensation

As of the date of this Registration Statement, there are no annuity, pension or retirement benefits proposed to be paid to officers, directors or employees of our company, pursuant to any presently existing plan provided by or contributed to by our company.

The following table summarizes information regarding the compensation awarded to, earned by or paid to, our Chief Executive Officer, and our other most highly compensated executive officers who earned in excess of $100,000 during the fiscal year beginning September 1, ~~2020~~2021 and September 1, ~~2021~~2022 and ended August 31, ~~2021~~2022 and ~~2022~~2023.

Name and Principal Position	Year*	Salary ($)		Stock Awards ($)		Non-Equity Incentive Plan Compensation ($)		Change in Pension Value and Nonqualified Deferred Compensation Earnings ($)		All Other Compensation ($)(2)		Total($)
Rhett Doolittle CEO	~~2021~~2022	$	~~102~~112,000	$	-	$	-207,000	$	-	$	5,400	$	~~107~~324,400
	2022	$	112,000	$	-	$	207,000	$	-	$	5,400	$	324,400
	2023	$	134,675	$	-				-	$	5,400	$	140,075
Jonathan Brooks President	2021	$	102,000	$	-	$	-	$	-	$	5,400	$	107,400
Jonathan BrooksPresident	2022	$	108,000	$	-	$	-	$	248,000	$	5,400	$	361,400
	2022	$	108,000	$	-	$	-	$	248,000	$	5,400	$	361,400
	2023	$	110,175	$	-	$	20,000				5,400	$	135,575
Jeremy Keehn Chief Marketing Officer	2021	$	60,000	$	-	$	-	$	-	$	-	$	60,000
Jeremy KeehnChief Marketing Officer	2022	$	170,000	$	-	$	-	$	40,000	$	-	$	210,000
	2022	$	170,000	$	-	$	-	$	40,000	$	-	$	210,000
	2023	$	196,000	$	-	$	-	$		$	-	$	196,000
Cody Cross	~~2021~~2022	$	~~102~~105,000	$	-	$	-108,155	$	6,000	$	-	$	~~108~~219,~~000~~155
	2022	$	142,413	$	-	$	6,000			$	5,500	$	153,913
	2023	$	-	$	-	$	-			$	-	$	0

*For- ~~fiscal~~Cody ~~year~~Cross ~~beginning~~is ~~September~~no 1,longer ~~2020~~an ~~and~~employee ~~September~~as 1,of ~~2021~~September 2023

38*For ~~Table~~fiscal ofyear ~~Contents~~beginning September 1, 2022 and September 1, 2023

~~ITEM~~33 ~~12.~~Table ~~SECURITY~~of ~~OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS~~Contents

~~The~~ITEM ~~following sets forth the number of shares of our $0~~12.~~001~~ ~~par~~SECURITY ~~value~~OWNERSHIP ~~common~~OF ~~stock~~CERTAIN ~~beneficially~~BENEFICIAL ~~owned~~OWNERS byAND ~~(i)~~MANAGEMENT ~~each~~AND ~~person~~RELATED ~~who,~~STOCKHOLDER as of December 31, 2022, was known by us to own beneficially more than five percent (5%) of its common stock; (ii) our individual Directors and (iii) our Officers and Directors as a group. A total of 465,618,093 common shares were issued and outstanding as of August 31, 2022.MATTERS

Name and Address of Beneficial Owner(1)	Common Stock Beneficial Ownership		Percent of Class(2)			Outstanding Series A Preferred Stock (3)		Percent of Class
Named Executive Officers and Directors (4)
Rhett Doolittle		3,000,000		<1	%		6,975	45	%	-
Jonathan Brooks		3,000,000		<1	%		6,200	40	%	-
Jeremy Keehn		3,090,251		<1	%		1,500	10	%	-
Cody Cross		1,500,000		<1	%		775	5	%
All executive officers and directors as a group (five people)		10,590,251		2.3	%		15,500	100.0	%	-
Other 5% Stockholders
Phoenix Associates, Inc.		26,433,333		5.67	%
Tatyana Andreyeva		62,215,455		13.4	%

The following sets forth the number of shares of our $0.001 par value common stock beneficially owned by (i) each person who, as of August 31, 2023, was known by us to own beneficially more than five percent (5%) of its common stock; (ii) our individual Directors and (iii) our Officers and Directors as a group. A total of 465,618,093 common shares were issued and outstanding as of August 31, 2023.

(1) All ownership is beneficial and of record, unless indicated otherwise.

Name and Address of Beneficial Owner₍₁₎	Common Stock Beneficial Ownership		Percent of Class⁽²⁾			Outstanding Series A Preferred Stock ⁽³⁾		Percent of Class
Named Executive Officers and Directors ⁽⁴⁾
Rhett Doolittle		3,000,000		1	%		6,975		45	%	-
Jonathan Brooks		3,000,000		1	%		6,200		40	%	-
Jeremy Keehn		3,090,251		1	%		1,500		10	%	-
Cody Cross		1,500,000		1	%		775		5	%
All executive officers and directors as a group (five people)		10,590,251		2.3	%		15,500		100.0	%	-

Other 5% Stockholders
Phoenix Associates, Inc.		26,433,333		5.7	%
Tatyana Andreyeva		42,215,455		9.1	%

(2) The Beneficial owner has sole voting and investment power with respect to the shares shown

(1)	All ownership is beneficial and of record, unless indicated otherwise.

(2)	The Beneficial owner has sole voting and investment power with respect to the shares shown

(3)	Each share of Series A Preferred Stock entitles the holder to a number of votes equal to $.01% of the issued and outstanding shares on the record date on all matters submitted to a vote of the Company’s stockholders. See “Description of Capital Stock” above.

(4)	The address for each officer and director is: 455 E Pebble Rd., #230912, Las Vegas, NV

(3) Each share of Series A Preferred Stock entitles the holder to a number of votes equal to $.01% of the issued and outstanding shares on the record date on all matters submitted to a vote of the Company’s stockholders. See “Description of Capital Stock” above.

(4) The address for each officer and director is: 455 E Pebble Rd., #230912, Las Vegas, NV

Transactions with related persons

Other than as disclosed below, there has been no transaction, or currently proposed transaction, in which our company was or is to be a participant and the amount involved exceeds the lesser of $120,000 or one percent of the average of our total assets at year end for the last two completed fiscal years, and in which any of the following persons had or will have a direct or indirect material interest:

	(i)	Any director or executive officer of our company;

	(ii)	Any beneficial owner of shares carrying more than 5% of the voting rights attached to our outstanding shares of common stock;

	(iii)	Any person who acquired control of our company when it was a shell company or any person that is part of a group, consisting of two or more persons that agreed to act together for the purpose of acquiring, holding, voting, or disposing of our common stock, that acquired control of Titan Iron Ore Corp. when it was a shell company; and

	(iv)	Any immediate family member (including spouse, parents, children, siblings, and in-laws) of any of the foregoing persons.

Amounts due to related parties were $~~148~~210,~~161~~667 and $~~163~~159,~~172~~161 as of August 31, ~~2022~~2023 and ~~2021~~2022, respectively. These amounts are considered a current liability.

3934 Table of Contents

Director Independence

Because our common stock is not currently listed on a national securities exchange, we have used the definition of “independence” of The NASDAQ Stock Market to make this determination. NASDAQ Listing Rule 5605(a)(2) provides that an “independent director” is a person other than an officer or employee of the Company or any other individual having a relationship which, in the opinion of the Company’s board of directors, would interfere with the exercise of independent judgment in carrying out the responsibilities of a director. The NASDAQ listing rules provide that a director cannot be considered independent if:

●

the director is, or at any time during the past three years was, an employee of the company;

●

the director or a family member of the director accepted any compensation from the company in excess of $120,000 during any period of 12 consecutive months within the three years preceding the independence determination (subject to certain exclusions, including, among other things, compensation for board or board committee service);

●

a family member of the director is, or at any time during the past three years was, an executive officer of the company;

●

the director or a family member of the director is a partner in, controlling stockholder of, or an executive officer of an entity to which the company made, or from which the company received, payments in the current or any of the past three fiscal years that exceed 5% of the recipient’s consolidated gross revenue for that year or $200,000, whichever is greater (subject to certain exclusions); or

●

the director or a family member of the director is employed as an executive officer of an entity where, at any time during the past three years, any of the executive officers of the company served on the compensation committee of such other entity; or the director or a family member of the director is a current partner of the company’s outside auditor, or at any time during the past three years was a partner or employee of the company’s outside auditor, and who worked on the company’s audit.

Based upon the above, we currently do not have any independent board members.

Table of Contents

ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES

Audit Fees

The aggregate fees billed by our auditors for the most recently completed fiscal year ended August 31, ~~2022~~2023 and for fiscal year ended August 31, ~~2021~~2022 for professional services rendered by the principal accountant for the audit of our annual consolidated financial statements and review of the consolidated financial statements included in our quarterly reports on Form 10-Q and services that are normally provided by the accountant in connection with statutory and regulatory filings or engagements for these fiscal periods were as follows:

	Accell		Accell
	Fiscal Year Ended		Fiscal Year Ended
Fee Category	31-Aug-2223		31-Aug-2122
Audit Fees	$	97150,~~750~~300	$	-97,750
Audit Related Fees	$	-	$	-
Tax fees	$	-	$	-
All Other fees	$	-	$	-
Total	$	97150,~~750~~300	$	-97,750

Audit-related fees consist of fees billed for professional services that are reasonably related to the performance of the audit or review of our consolidated financial statements, but are not reported under “Audit fees.”

Pre-Approval Policies and Procedures with respect to Services Performed by Independent Registered Public Accounting Firms

Before Accell Audit & Compliance, P.A. was engaged by us to render any auditing or permitted non-audit related service, our board of directors approved the engagements.

Our board of directors has considered the nature and amount of fees billed by Accell Audit & Compliance, P.A. and believe that the provision of services for activities unrelated to the audit was compatible with maintaining Accell Audit & Compliance, P.A.’s independence.

4036 Table of Contents

PART IV

ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES

The exhibits listed on the Exhibit Index immediately preceding such exhibits, which is incorporated herein by reference, are filed or furnished as part of this Annual Report on Form 10-K

ExhibitNumber		Description
Exhibit Number		Description
3.1(i)*		Articles of Continuance (incorporated by reference to Exhibit 2.1 to the Company’s filing on Form 1-A on November 16, 2020)
3.1(ii)*		Amended and Restated Articles of Incorporation of Business Warrior (incorporated by reference to Exhibit 2.2 to the Company’s Filing on Form 1-A on November 16, 2020)
3.1(iii)*		Designation of the Series B Preferred Stock(incorporated by reference to Exhibit 3.1(iii) to the Company’s Filing on Form S-1 on June 8, 2022)
3.2(ii)*		Bylaws of Business Warrior Corporation.(incorporated by reference to Exhibit 3.2(ii) to the Company’s Filing on Form S-1 on June 16, 2022)
10.1*		Plan and Agreement of Merger and Reorganization (incorporated by reference to Exhibit 6.1 to the Company’s filing on Form 1-A on November 16, 2020)
10.2*		Consulting agreement with Kevin Kading (incorporated by reference to Exhibit 6.1 to the Company’s filing on Form 1-A on November 16, 2020)
10.3*		Agreement with Savior Software (incorporated by reference to Exhibit 3.1(iii) to the Company’s Filing on Form S-1 on June 8, 2022)
10.4*		Development Agreement with Alchemy (incorporated by reference to Exhibit 3.1(iii) to the Company’s Filing on Form S-1 on June 8, 2022)
10.5*		Agreement with EVRGRN (incorporated by reference to Exhibit 3.1(iii) to the Company’s Filing on Form S-1 on June 8, 2022)
10.6*		Helix House Membership Interest Purchase Agreement (incorporated by reference to Exhibit 3.1(iii) to the Company’s Filing on Form S-1 on June 8, 2022)
10.7*		Series B Exchange Agreement (incorporated by reference to Exhibit 3.1(iii) to the Company’s Filing on Form S-1 on June 8, 2022)
10.8*		Common Stock Purchase Agreement (Keystone) (incorporated by reference to Exhibit 3.1(iii) to the Company’s Filing on Form S-1 on June 8, 2022)
10.9*		Registration Rights Agreement (Keystone) (incorporated by reference to Exhibit 3.1(iii) to the Company’s Filing on Form S-1 on June 8, 2022)
(31)		Rule 13a-14(a)/15d-14(a) Certification
31.1*		Certification of the Principal Executive Officer of the Registrant pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
(32)		Section 1350 Certification
32.1+		Certification of the Principal Executive Officer and Principal Financial Officer of the Registrant pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

*	Previously Filed

**	Filed herewith.

+37 InTable ~~accordance~~of ~~with SEC Release 33-8238, Exhibits 32.1 is being furnished and not filed.~~Contents

41 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: February 14, 2023	By:	/s/ Rhett Doolittle
Date: March 15, 2024	By:	/s/ Rhett Doolittle
		Name: Rhett Doolittle
		Title: Chief Executive Officer and Director(Principal Executive Officer) (Principal Financial and Accounting Officer)

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

Date: February 14, 2023	By:	/s/ Rhett Doolittle
Date: March 15, 2024	By:	/s/ Rhett Doolittle
		Name: Rhett Doolittle
		Title: Chief Executive Officer and Director(Principal Executive Officer) (Principal Financial and Accounting Officer)

Date: February 14, 2023	By:	/s/ Jonathan Brooks
Date: March 15, 2024	By:	/s/ Jonathan Brooks
		Jonathan Brooks
		President and Director

4238

Filing Compare · Business Warrior Corp