0001830503false--08-31Q320240.00018500000000.0010.0010.0010.0011000000015500500001550015500015500500000149900255149100000000018305032023-09-012024-05-310001830503bzwr:WarriorCorporationMemberus-gaap:SubsequentEventMember2024-10-292024-11-300001830503bzwr:UnsecuredPromissoryNotesMemberus-gaap:SubsequentEventMember2024-10-292024-11-270001830503us-gaap:SubsequentEventMemberbzwr:PromissoryNoteMember2024-10-292024-11-270001830503us-gaap:SubsequentEventMemberbzwr:PromissoryNoteMember2024-09-012024-09-060001830503us-gaap:SubsequentEventMemberbzwr:PromissoryNoteMember2024-09-022024-09-100001830503us-gaap:SubsequentEventMemberbzwr:PromissoryNoteMember2024-08-012024-08-090001830503us-gaap:SubsequentEventMemberbzwr:PromissoryNoteMember2024-06-012024-06-190001830503bzwr:SeniorSecuredPromissoryNotesMember2024-06-010001830503bzwr:WarriorCorporationMemberus-gaap:SubsequentEventMember2024-11-300001830503bzwr:UnsecuredConvertiblePromissoryNotesMemberus-gaap:SubsequentEventMember2024-06-012024-06-210001830503us-gaap:SubsequentEventMemberbzwr:PromissoryNoteMember2024-11-270001830503us-gaap:SubsequentEventMemberbzwr:PromissoryNoteMember2024-09-100001830503us-gaap:SubsequentEventMemberbzwr:PromissoryNoteMember2024-09-060001830503us-gaap:SubsequentEventMemberbzwr:PromissoryNoteMember2024-08-090001830503us-gaap:SubsequentEventMemberbzwr:PromissoryNoteMember2024-06-190001830503bzwr:LicensingAgreementMemberus-gaap:SubsequentEventMember2025-02-012025-02-140001830503bzwr:UnsecuredPromissoryNotesMemberus-gaap:SubsequentEventMember2024-09-022024-09-100001830503bzwr:UnsecuredPromissoryNotesMemberus-gaap:SubsequentEventMember2024-09-012024-09-060001830503bzwr:UnsecuredPromissoryNotesMemberus-gaap:SubsequentEventMember2024-08-012024-08-090001830503bzwr:UnsecuredPromissoryNotesMemberus-gaap:SubsequentEventMember2024-10-292024-11-010001830503bzwr:UnsecuredPromissoryNotesMemberus-gaap:SubsequentEventMember2024-09-100001830503bzwr:UnsecuredPromissoryNotesMemberus-gaap:SubsequentEventMember2024-09-060001830503bzwr:UnsecuredPromissoryNotesMemberus-gaap:SubsequentEventMember2024-11-270001830503bzwr:UnsecuredPromissoryNotesMemberus-gaap:SubsequentEventMember2024-08-090001830503bzwr:UnsecuredPromissoryNotesMemberus-gaap:SubsequentEventMember2024-11-010001830503bzwr:UnsecuredConvertiblePromissoryNotesMemberus-gaap:SubsequentEventMember2024-06-210001830503bzwr:ThreeCustomerMemberbzwr:AccountReceivablesMember2023-09-012024-05-310001830503bzwr:OneCustomerMemberbzwr:RevenueMember2022-09-012023-05-310001830503bzwr:OneCustomerMemberbzwr:RevenueMember2023-09-012024-05-310001830503bzwr:ThreeCustomerMemberbzwr:AccountReceivablesMember2022-09-012023-05-310001830503bzwr:TwoCustomerMemberbzwr:RevenueMember2023-03-012023-05-310001830503bzwr:TwoCustomerMemberbzwr:RevenueMember2024-03-012024-05-310001830503us-gaap:SeriesAPreferredStockMember2023-09-012024-05-310001830503us-gaap:SeriesCPreferredStockMember2022-06-300001830503us-gaap:SeriesBPreferredStockMember2022-05-310001830503us-gaap:SeriesBPreferredStockMember2024-05-310001830503us-gaap:SeriesBPreferredStockMember2023-08-310001830503bzwr:MarketingServicesMember2022-09-012023-05-310001830503bzwr:MarketingServicesMember2023-09-012024-05-310001830503bzwr:MarketingServicesMember2023-03-012023-05-310001830503bzwr:MarketingServicesMember2024-03-012024-05-310001830503bzwr:SaaSandSoftwareDevelopmentMember2022-09-012023-05-310001830503bzwr:SaaSandSoftwareDevelopmentMember2023-09-012024-05-310001830503bzwr:SaaSandSoftwareDevelopmentMember2023-03-012023-05-310001830503bzwr:SaaSandSoftwareDevelopmentMember2024-03-012024-05-310001830503bzwr:WarrantsMember2024-05-310001830503bzwr:WarrantsMember2023-09-012024-05-310001830503bzwr:WarrantsMember2023-08-3100018305032022-11-280001830503bzwr:BlackScholesMertonBSMMemberbzwr:TopMemberbzwr:WarrantsMember2023-09-012024-05-310001830503bzwr:BlackScholesMertonBSMMemberbzwr:BottomMemberbzwr:WarrantsMember2023-09-012024-05-310001830503bzwr:BlackScholesMertonBSMMemberbzwr:TopMemberbzwr:WarrantsMember1995-10-102023-08-310001830503bzwr:BlackScholesMertonBSMMemberbzwr:BottomMemberbzwr:WarrantsMember1995-10-102023-08-310001830503bzwr:BinomialLatticeModelMemberbzwr:WarrantsMember1995-10-102023-08-310001830503bzwr:BinomialLatticeModelMemberbzwr:WarrantsMember2023-09-012024-05-310001830503bzwr:BinomialLatticeModelMemberbzwr:TopMemberbzwr:WarrantsMember1995-10-102023-08-310001830503bzwr:BinomialLatticeModelMemberbzwr:TopMemberbzwr:WarrantsMember2023-09-012024-05-310001830503bzwr:BinomialLatticeModelMemberbzwr:BottomMemberbzwr:WarrantsMember1995-10-102023-08-310001830503bzwr:BinomialLatticeModelMemberbzwr:BottomMemberbzwr:WarrantsMember2023-09-012024-05-310001830503bzwr:BlackScholesMertonBSMMemberbzwr:WarrantsMember2023-09-012024-05-310001830503bzwr:BlackScholesMertonBSMMemberbzwr:WarrantsMember1995-10-102023-08-3100018305032022-09-012023-08-310001830503bzwr:ConvertibleNotesPayableFifteenMember2023-09-012024-05-310001830503bzwr:ConvertibleNotesPayableFifteenMember2023-08-310001830503bzwr:ConvertibleNotesPayableFifteenMember2024-05-310001830503bzwr:ConvertibleNotesPayableFourteenMember2023-09-012024-05-310001830503bzwr:ConvertibleNotesPayableFourteenMember2023-08-310001830503bzwr:ConvertibleNotesPayableFourteenMember2024-05-310001830503bzwr:ConvertibleNotesPayableThirteenMember2023-09-012024-05-310001830503bzwr:ConvertibleNotesPayableThirteenMember2023-08-310001830503bzwr:ConvertibleNotesPayableThirteenMember2024-05-310001830503bzwr:ConvertibleNotesPayableTwelveMember2023-09-012024-05-310001830503bzwr:ConvertibleNotesPayableTwelveMember2023-08-310001830503bzwr:ConvertibleNotesPayableTwelveMember2024-05-310001830503bzwr:ConvertibleNotesPayableTenMember2023-09-012024-05-310001830503bzwr:ConvertibleNotesPayableTenMember2023-08-310001830503bzwr:ConvertibleNotesPayableTenMember2024-05-310001830503bzwr:ConvertibleNotesPayableNineMember2023-09-012024-05-310001830503bzwr:ConvertibleNotesPayableNineMember2023-08-310001830503bzwr:ConvertibleNotesPayableNineMember2024-05-310001830503bzwr:ConvertibleNotesPayableEightMember2023-09-012024-05-310001830503bzwr:ConvertibleNotesPayableEightMember2023-08-310001830503bzwr:ConvertibleNotesPayableEightMember2024-05-310001830503bzwr:ConvertibleNotesPayableSevenMember2023-09-012024-05-310001830503bzwr:ConvertibleNotesPayableSevenMember2024-05-310001830503bzwr:ConvertibleNotesPayableSevenMember2023-08-310001830503bzwr:ConvertibleNotesPayableSixMember2023-09-012024-05-310001830503bzwr:ConvertibleNotesPayableSixMember2023-08-310001830503bzwr:ConvertibleNotesPayableSixMember2024-05-310001830503bzwr:ConvertibleNotesPayableFiveMember2023-09-012024-05-310001830503bzwr:ConvertibleNotesPayableFiveMember2023-08-310001830503bzwr:ConvertibleNotesPayableFiveMember2024-05-310001830503bzwr:ConvertibleNotesPayableFourMember2023-09-012024-05-310001830503bzwr:ConvertibleNotesPayableFourMember2023-08-310001830503bzwr:ConvertibleNotesPayableFourMember2024-05-310001830503bzwr:ConvertibleNotesPayableThreeMember2023-09-012024-05-310001830503bzwr:ConvertibleNotesPayableThreeMember2023-08-310001830503bzwr:ConvertibleNotesPayableThreeMember2024-05-310001830503bzwr:ConvertibleNotesPayableTwoMember2023-09-012024-05-310001830503bzwr:ConvertibleNotesPayableTwoMember2023-08-310001830503bzwr:ConvertibleNotesPayableTwoMember2024-05-310001830503bzwr:ConvertibleNotesPayableOneMember2023-09-012024-05-310001830503bzwr:ConvertibleNotesPayableOneMember2023-08-310001830503bzwr:ConvertibleNotesPayableOneMember2024-05-310001830503bzwr:ConvertibleNotesPayableElevenMember2023-09-012024-05-310001830503bzwr:ConvertibleNotesPayableEighteenMember2024-05-310001830503bzwr:ConvertibleNotesPayableSeventeenMember2024-05-310001830503bzwr:ConvertibleNotesPayableSixteenMember2024-05-310001830503bzwr:ConvertibleNotesPayableElevenMember2024-05-310001830503bzwr:ConvertibleNotesPayableEighteenMember2023-08-310001830503bzwr:ConvertibleNotesPayableSeventeenMember2023-08-310001830503bzwr:ConvertibleNotesPayableSixteenMember2023-08-310001830503bzwr:ConvertibleNotesPayableElevenMember2023-08-310001830503us-gaap:ConvertibleNotesPayableMember2023-08-310001830503bzwr:ConvertibleNotesPayableEighteenMember2023-09-012024-05-310001830503bzwr:ConvertibleNotesPayableSeventeenMember2023-09-012024-05-310001830503bzwr:ConvertibleNotesPayableSixteenMember2023-09-012024-05-310001830503us-gaap:ConvertibleNotesPayableMember2023-09-012024-05-310001830503us-gaap:ConvertibleNotesPayableMember2024-05-310001830503bzwr:NotesPayableMember2023-08-310001830503bzwr:NotesPayableMember2024-05-310001830503bzwr:NotesPayableOneMember2023-08-310001830503bzwr:NotesPayableOneMember2024-05-310001830503bzwr:NotesPayableOneMember2023-09-012024-05-310001830503bzwr:NotesPayableTwoMember2023-08-310001830503bzwr:NotesPayableTwoMember2024-05-310001830503bzwr:NotesPayableTwoMember2023-09-012024-05-310001830503bzwr:NotesPayableThreeMember2023-08-310001830503bzwr:NotesPayableThreeMember2024-05-310001830503bzwr:NotesPayableThreeMember2023-09-012024-05-3100018305032021-08-012021-08-260001830503us-gaap:NoncompeteAgreementsMember2023-08-310001830503us-gaap:NoncompeteAgreementsMember2024-05-310001830503us-gaap:TrademarksMember2023-08-310001830503us-gaap:CustomerRelationshipsMember2023-08-310001830503us-gaap:TrademarksMember2024-05-310001830503us-gaap:CustomerRelationshipsMember2024-05-310001830503bzwr:FurnitureAndFixturesAndOtherEquipmentMember2023-09-012024-05-310001830503bzwr:SoftwareAndComputerEquipmentMember2023-09-012024-05-310001830503bzwr:FurnitureAndFixturesAndOtherEquipmentMember2023-08-310001830503bzwr:FurnitureAndFixturesAndOtherEquipmentMember2024-05-310001830503bzwr:SoftwareAndComputerEquipmentMember2023-08-310001830503bzwr:SoftwareAndComputerEquipmentMember2024-05-310001830503bzwr:TopMember2022-09-012023-08-310001830503bzwr:BottomMember2022-09-012023-08-310001830503us-gaap:LoansReceivableMember2024-05-310001830503us-gaap:LoansReceivableMember2023-08-310001830503bzwr:TotalSegmentMember2023-08-310001830503bzwr:TotalSegmentMember2024-05-310001830503bzwr:OtherMember2023-08-310001830503bzwr:OtherMember2024-05-310001830503bzwr:HelixHouseMember2023-08-310001830503bzwr:HelixHouseMember2024-05-310001830503bzwr:OtherMember2022-09-012023-05-310001830503bzwr:OtherMember2023-03-012023-05-310001830503bzwr:OtherMember2024-03-012024-05-310001830503bzwr:OtherMember2023-09-012024-05-310001830503bzwr:HelixHouseMember2022-09-012023-05-310001830503bzwr:HelixHouseMember2023-03-012023-05-310001830503bzwr:HelixHouseMember2024-03-012024-05-310001830503bzwr:HelixHouseMember2023-09-012024-05-310001830503us-gaap:NoncompeteAgreementsMember2023-09-012024-05-310001830503us-gaap:CustomerRelationshipsMember2023-09-012024-05-310001830503us-gaap:TrademarksMember2023-09-012024-05-3100018305032023-05-3100018305032022-08-310001830503us-gaap:TreasuryStockCommonMember2024-05-310001830503us-gaap:RetainedEarningsMember2024-05-310001830503us-gaap:AdditionalPaidInCapitalMember2024-05-310001830503us-gaap:CommonStockMember2024-05-310001830503bzwr:SeriesCPreferredStocksMember2024-05-310001830503bzwr:SeriesAPreferredStocksMember2024-05-310001830503us-gaap:TreasuryStockCommonMember2024-03-012024-05-310001830503us-gaap:RetainedEarningsMember2024-03-012024-05-310001830503us-gaap:AdditionalPaidInCapitalMember2024-03-012024-05-310001830503us-gaap:CommonStockMember2024-03-012024-05-310001830503bzwr:SeriesCPreferredStocksMember2024-03-012024-05-310001830503bzwr:SeriesAPreferredStocksMember2024-03-012024-05-3100018305032024-02-290001830503us-gaap:TreasuryStockCommonMember2024-02-290001830503us-gaap:RetainedEarningsMember2024-02-290001830503us-gaap:AdditionalPaidInCapitalMember2024-02-290001830503us-gaap:CommonStockMember2024-02-290001830503bzwr:SeriesCPreferredStocksMember2024-02-290001830503bzwr:SeriesAPreferredStocksMember2024-02-290001830503us-gaap:AdditionalPaidInCapitalMember2023-12-012024-02-2900018305032023-12-012024-02-290001830503us-gaap:TreasuryStockCommonMember2023-12-012024-02-290001830503us-gaap:RetainedEarningsMember2023-12-012024-02-290001830503us-gaap:CommonStockMember2023-12-012024-02-290001830503bzwr:SeriesCPreferredStocksMember2023-12-012024-02-290001830503bzwr:SeriesAPreferredStocksMember2023-12-012024-02-2900018305032023-11-300001830503us-gaap:TreasuryStockCommonMember2023-11-300001830503us-gaap:RetainedEarningsMember2023-11-300001830503us-gaap:AdditionalPaidInCapitalMember2023-11-300001830503us-gaap:CommonStockMember2023-11-300001830503bzwr:SeriesCPreferredStocksMember2023-11-300001830503bzwr:SeriesAPreferredStocksMember2023-11-3000018305032023-09-012023-11-300001830503us-gaap:TreasuryStockCommonMember2023-09-012023-11-300001830503us-gaap:RetainedEarningsMember2023-09-012023-11-300001830503us-gaap:AdditionalPaidInCapitalMember2023-09-012023-11-300001830503us-gaap:CommonStockMember2023-09-012023-11-300001830503bzwr:SeriesCPreferredStocksMember2023-09-012023-11-300001830503bzwr:SeriesAPreferredStocksMember2023-09-012023-11-300001830503us-gaap:TreasuryStockCommonMember2023-08-310001830503us-gaap:RetainedEarningsMember2023-08-310001830503us-gaap:AdditionalPaidInCapitalMember2023-08-310001830503us-gaap:CommonStockMember2023-08-310001830503bzwr:SeriesCPreferredStocksMember2023-08-310001830503bzwr:SeriesAPreferredStocksMember2023-08-3100018305032022-09-012023-05-3100018305032023-03-012023-05-3100018305032024-03-012024-05-310001830503us-gaap:SeriesCPreferredStockMember2023-08-310001830503us-gaap:SeriesAPreferredStockMember2023-08-310001830503us-gaap:SeriesAPreferredStockMember2024-05-310001830503us-gaap:SeriesCPreferredStockMember2024-05-3100018305032023-08-3100018305032024-05-3100018305032025-04-30iso4217:USDxbrli:sharesiso4217:USDxbrli:sharesxbrli:pure

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

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

For the quarterly period ended: May 31, 2024

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

For the transition period from __________________ to __________________

Commission file number: 333-265471

BUSINESS WARRIOR CORPORATION

(Exact name of registrant as specified in its charter)

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

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

(Address of principal executive offices and Zip Code)

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

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

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

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

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

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

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

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

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

Indicate the number of shares outstanding of each of the registrant’s classes of common stock, as of the latest practicable date. As of April 30, 2025, there were 506,961,773 shares of the registrant’s common stock issued and outstanding.

Documents Incorporated by Reference: None

BUSINESS WARRIOR CORPORATION

TABLE OF CONTENTS

		Page
PART I – Financial Information

Item 1. – Financial Statements		F-1

Consolidated Balance Sheet as of May 31, 2024 (unaudited) and August 31, 2023		F-1

Consolidated Statements of Operations for the three months and nine months ended May 31, 2024 and 2023 (unaudited)		F-2

Consolidated Statements of Changes in Stockholders’ Equity/(Deficit) for the three months and nine months ended May 31, 2024 and 2023 (unaudited)		F-3

Consolidated Statements of Cash Flows for the nine months ended May 31, 2024 and 2023 (unaudited)		F-4

Notes to the Consolidated Financial Statements(unaudited)		F-5

Item 2. – Management’s Discussion and Analysis of Financial Condition and Results of Operations		3

Item 3. – Quantitative and Qualitative Disclosures About Market Risk		5

Item 4. – Controls and Procedures		5

PART 2 – Other Information

Item 1. – Legal Proceedings		6

Item 1A. – Risk Factors		6

Item 2. – Unregistered Sales of Equity Securities and Use of Proceeds		6

Item 3. – Defaults on Senior Securities		6

Item 4. – Mine Safety Disclosures		6

Item 5. – Other Information.		6

Item 6. – Exhibits		7

Signatures		8

Item 1. – Financial Statements

BUSINESS WARRIOR CORPORATION
CONSOLIDATED BALANCE SHEETS

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

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

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

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

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

Commitments and contingencies (Note 15)

Stockholders' Deficit
Preferred stock, par value $0.001, 10,000,000 shares authorized
Series A Preferred stock; 15,500 shares authorized; 15,500 shares issued and outstanding		16			16
Series C Preferred stock, 50,000 shares authorized; 0 and 50,000 shares issued and outstanding at May 31, 2024 and August 31, 2023, respectively		-			50
Common stock, $0.0001 par value; 850,000,000 shares authorized; 513,824,407 and 465,618,093 shares issued and 506,961,774 and 465,618,093 outstanding as of May 31, 2024 and August 31, 2023, respectively		51,383			46,562
Additional paid in capital		11,451,198			10,378,519
Treasury stock, 6,862,633 and 0 outstanding		(540,395	)		-
Accumulated deficit		(22,187,555	)		(16,663,133	)
Total stockholders' deficit		(11,225,353	)		(6,237,986	)
Total Liabilities and Stockholders' Deficit	$	2,101,535		$	2,469,268

See notes to unaudited consolidated financial statements

F-1

Table of Contents

BUSINESS WARRIOR CORPORATION

CONSOLIDATED STATEMENT OF OPERATIONS

(Unaudited)

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

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

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

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

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

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

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

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

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

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

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

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

See notes to unaudited consolidated financial statements

F-2

Table of Contents

BUSINESS WARRIOR CORPORATION

CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS’ DEFICIT

(Unaudited)

	Series A Preferred Stock				Series C Preferred Stock						Common Stock				Additional Paid in		Accumulated			Treasury
	Shares		Amount		Shares			Amount			Shares		Amount		Capital		Deficit			Stock			Total
Balance August 31, 2023		15,500	$	16		50,000		$	50			465,618,093	$	46,562	$	10,378,519	$	(16,663,133	)	$	-		$	(6,237,986	)

Issuance of common stock for services		-		-		-			-			10,000,000		1,000		39,000		-			-			40,000

Conversion of debt to common stock		-		-		-			-			38,206,314		3,821		946,179		-			-			950,000

Deemed dividend of Preferred stock Series C		-		-		-			-			-		-		87,500		(87,500	)		-			-

Net loss		-		-		-			-			-		-		-		(1,022,569	)		-			(1,022,569	)

Balance November 30, 2023		15,500		16		50,000			50			513,824,407		51,383		11,451,198		(17,773,202	)		-			(6,270,555	)

Repurchase of treasury stock		-		-		-			-			-		-				-			(549,010	)		(549,010	)

Sale of stock		-		-		-			-			-		-		-		-			8,615			8,615

Cancellation of preferred stock		-		-		(50,000	)		(50	)		-		-		-		-			-			(50	)

Cancellation of deemed dividends of Preferred stock Series C		-		-		-			-			-		-		-		408,333			-			408,333

Net loss		-		-		-			-			-		-		-		(3,194,774	)		-			(3,194,774	)

Balance February 29, 2024		15,500		16		-			-			513,824,407		51,383		11,451,198		(20,559,643	)		(540,395	)		(9,597,441	)

Net loss		-		-		-			-			-		-		-		(1,627,912	)		-			(1,627,912	)

Balance May 31, 2024		15,500	$	16		-		$	-			513,824,407	$	51,383	$	11,451,198	$	(22,187,555	)	$	(540,395	)	$	(11,225,353	)

See notes to unaudited consolidated financial statements

F-3

Table of Contents

BUSINESS WARRIOR CORPORATION
CONSOLIDATED STATEMENT OF CASH FLOWS
	Nine months ended
	May 31,			May31,
	2024			2023


Cash Flows from Operating Activities
Net loss	$	(5,845,255	)	$	(3,735,794	)

Adjustments to reconcile net loss to net cash from operating activities:
Depreciation and amortization		69,385			214,647
Stock based compensation		40,000			-
Goodwill impairment		-			98,258
Amortization of debt discount		1,170,656			266,886
Unrealized change in fair value of investments		64,000			-
Change in fair value of derivative liability		802,055			(378,737	)
Loss on exchange of debt		2,172,212			-
Changes in operating assets and liabilities
Accounts receivable, net		92,101			164,579
Prepaids and other current assets		36,130			9,440
Deferred revenue		-			(469,697	)
Contingent Liability, net of discount		-			2,194,757
Accounts payable and accrued liabilities		553,671			486,270
Net cash from operating activities		(845,045	)		(1,149,391	)

Cash Flows from Investing Activities
Issuance of loans receivable		-			(1,852	)
Payments received on loans receivable		46,260			131,328
Acquired intangible assets as part of the Helix House acquisition		-			314,863
Net cash from investing activities		46,260			444,339

Cash Flows from Financing Activities
Proceeds from convertible notes payable		596,000			-
Proceeds from notes payable		75,000			-
Proceeds from line of credit		-			744,870
Payments of finance lease liability		(14,819	)		(14,769	)
Sale of stock		8,615			-
Payments of notes payable		(19,050	)		(49,638	)
Payments of notes payable, related party		93,182			2,312
Net cash from financing activities		738,928			682,775

Change in cash and cash equivalents		(59,857	)		(22,276	)

Cash and cash equivalents at beginning of period		144,171			382,431

Cash and cash and equivalents at end of period	$	84,314		$	360,155

Noncash Investing and Financing Activities
Conversion of preferred stock into debt, net of debt discount	$	-		$	1,172,189
Deemed dividends of Series C preferred stock	$	-		$	320,833
Issuance of warrants	$	-		$	660,726
Conversion of debt to common stock	$	950,000		$	-
Repurchase of treasury stock	$	549,011		$	-

Supplemental Cash Flow Information
Cash paid for interest	$	2,272		$	-
Cash paid for income taxes	$	-		$	-

See notes to unaudited consolidated financial statements

F-4

Table of Contents

BUSINESS WARRIOR CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

MAY 31, 2024

(Unaudited)

1. ORGANIZATION AND NATURE OF OPERATIONS

Organization — Business Warrior Corporation (the Company” or “Business Warrior”) was originally incorporated under the name Kading Companies, S.A., under the International Business Companies Ordinance of the Territory of the British Virgin Islands on October 10, 1995. Kading Companies was traded on the Pink Sheets of the OTC Markets under the stock ticker KDNG. On January 27, 2020, Kading Companies was redomiciled in Wyoming. Bluume, LLC was founded in 2014 and was a sales and marketing organization that provided small businesses with basic advertising, merchant services, white label Point of Sale systems, and a white label business analytics software. On January 31, 2020, Bluume, LLC completed a triangular reverse merger with Kading Companies (formerly KDNG) and changed its name to Business Warrior. It is currently an active corporation in the state of Wyoming. The previous Bluume team took over all operations of the Company and formed a new business plan, which replaced all former plans of the previous management team at Kading Companies. In July 2020, the Company changed its stock ticker to BZWR.

On March 18, 2022, the Company acquired Helix House, LLC, a premium marketing agency that provides small business advertising services including digital marketing. Additionally, on June 18, 2022, the Company acquired FluidFi Inc., dba Alchemy Technology, a lending technology company that builds fully customized lending end-to-ending lending solutions.

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

2. GOING CONCERN

The accompanying financial statements have been prepared in conformity with U.S. GAAP, which contemplate continuation of the Company as a going concern for a period of one year from the issuance of these financial statements. For the three months and nine months ended May 31, 2024, the Company had $555,129 and $2,352,458 in revenues, a net loss of $1,627,912 and $5,845,255, respectively. The Company had net cash used in operations of $845,045 for the nine months ended May 31, 2024. Additionally, as of May 31, 2024, the Company had a working capital deficit, stockholders’ deficit and accumulated deficit of $6,022,412, $11,225,353, and $22,187,555, respectively. It is management’s opinion that these conditions raise substantial doubt about the Company’s ability to continue as a going concern for a period of twelve months from the date of the issuance of these financial statements.

The financial statements do not include any adjustments to reflect the possible future effect on the recoverability and classification of assets or the amounts and classifications of liabilities that may result from the outcome of this uncertainty.

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

3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

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

These unaudited interim financial statements should be read in conjunction with the audited financial statements and notes thereto included in the Company’s most recent Annual Report on Form 10-K filed with the Securities and Exchange Commission.

F-5

Table of Contents

The financial results for the nine-month period ended May 31, 2024 include adjustments that are part of our ongoing efforts to enhance financial accuracy and operational efficiency. As a result, the financial performance for this quarter may not be indicative of the results for the entire fiscal year. The adjustments made are expected to influence our financial performance over a longer period, and as such, the outcomes for this quarter should be considered in the context of a full year’s performance. A more comprehensive assessment of our annual results will be provided in our year-end financial statements.

Use of Estimates — The preparation of consolidated financial statements in conformity with GAAP requires management to make certain estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements. Estimates also affect the reported amounts of revenues and expenses during the reporting period. Actual events and results could materially differ from those assumptions and estimates.

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

Cash and Cash Equivalents — The Company considers all highly liquid investments purchased with an original maturity of three months or less to be cash equivalents. Cash and cash equivalents are maintained at financial institutions, and at times, balances may exceed federally insured limits.

Intangible Assets — Certain intangible assets arose from the acquisition of Helix House, LLC on March 18, 2022 and consist of the following, which are being amortized on a straight-line basis over the following estimated useful lives, if applicable:

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

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

Cost and accumulated depreciation for property retired or disposed of are removed from the accounts, and any resulting gain or loss is included in earnings. Expenditures for maintenance and repairs are charged to expense as incurred.

Investments — The Company adopted Accounting Standards Update (“ASU”) 2016-01 Financial Instruments — Overall: Recognition and Measurement of Financial Assets and Financial Liabilities (“ASU 2016-01”), which requires the Company to measure all equity investments that do not result in consolidation and are not accounted for under the equity method at fair value and recognize any changes in earnings. Prior to the adoption of ASU 2016-01, marketable equity securities not accounted for under the equity method were classified as trading or available-for-sale. Both realized and unrealized gains and losses on equity securities classified as trading securities were recognized in net income. The Company’s investments are securities traded over a broker-dealer network. Any unrealized gains/losses are recognized in “Other income”.

Impairment of Long-Lived Assets — Potential impairments of long-lived assets are reviewed when events or changes in circumstances indicate a potential impairment may exist. In accordance with Accounting Standard Codification (“ASC”) Subtopic 360-10, “Property, Plant and Equipment – Overall,” impairment is determined when estimated future undiscounted cash flows associated with an asset are less than the asset’s carrying value. No impairment has been recorded for the three and nine months ended May 31, 2024.

Goodwill — The Company’s goodwill balance of $1,201,804 as of May 31, 2024 resulted from the acquisitions of Helix House, LLC and FluidFi, Inc. Helix House, LLC was acquired on March 18, 2022, and FluidFi, Inc. was acquired on June 18, 2022. Goodwill represents the excess of the cost of an acquired business over the estimated fair values of the assets acquired and liabilities assumed. Goodwill is reviewed at least annually for impairment, which may result from the deterioration in the operating performance of the acquired business, adverse market conditions, adverse changes in the applicable laws or regulations and a variety of other circumstances. Any resulting impairment charge would be recognized as an expense in the period in which impairment is identified. No impairment has been recorded for the three and nine months ended May 31, 2024.

F-6

Table of Contents

Accounts Receivable and Allowance for Doubtful Accounts — Accounts receivable are carried at the original invoiced amount less an allowance for doubtful accounts based on the probability of future collection. The probability of future collection is based on specific considerations of historical loss patterns and an assessment of the continuation of such patterns based on past collection trends and known or anticipated future economic events that may impact collectability. The probability of future collection is also assessed by geography. Accounts receivable was evaluated as of May 31, 2024 and determined there are no uncollectible accounts.

Current portion of Notes Receivable, net — Notes receivable are recorded at their principal amounts, less any allowance for doubtful accounts. To date, losses resulting from uncollected receivables have not exceeded management’s expectations. The Company recorded an allowance for doubtful accounts of $128,329 and $137,146 as of May 31, 2024 and August 31, 2023, respectively.

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

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

The Company has adopted ASC 740-10, Accounting for Income Taxes, which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed annually from differences between the financial statement and tax basis of assets and liabilities that will result in taxable or deductible amounts in the future based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established when necessary to reduce deferred tax assets to the amount expected to be realized.

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

The Company has three main sources of revenue. Helix House is a premium marketing agency that charges monthly service fees and one-time project charges for providing small business advertising services including digital marketing (YouTube, Google, social media), traditional marketing (billboards, mailers, fliers, etc.), and social media content. FluidFi Inc, dba Alchemy builds fully customized lending end-to-end lending software solutions for banks, lenders, and financial technology firms. Alchemy charges monthly recurring fees for each client’s software-as-a-service as well as contracted work for custom software development. Business Warrior collects revenue for building software lending solutions, and sales and marketing solutions associated with each lending client. Business Warrior Funding collects principal and interest payments for providing business loans to small businesses.

Identify the customer contract

A customer contract is generally identified when the Company and a customer have executed an arrangement that calls for the Company to grant access to its online software products and provide professional services in exchange for consideration from the customer.

F-7

Table of Contents

Identify performance obligations that are distinct

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

Determine the transaction price

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

Allocate the transaction price to the distinct performance obligations

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

Recognize revenue as the performance obligations are satisfied

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

Net Income (Loss) Per Common Share — The Company computes income per common share, in accordance with ASC Topic 260, Earnings Per Share, which requires dual presentation of basic and diluted earnings per share. Basic income or loss per common share is computed by dividing net income or loss by the weighted average number of common shares outstanding during the period. Diluted income or loss per common share is computed by dividing net income or loss by the weighted average number of common shares outstanding, plus the issuance of common shares, if dilutive, that could result from the exercise of outstanding stock options and warrants. No potential dilutive common shares are included in the computation of any diluted per share amount when a loss is reported. There are currently 513,824,407 shares of common stock outstanding as of May 31, 2024. There are 1,608,007,580 of CSE not included in the diluted per share because they are considered anti-dilutive.

Fair Value Measurements — ASC Topic 820, Fair Value Measurements, clarifies the definition of fair value, prescribes methods for measuring fair value, and establishes a fair value hierarchy to classify the inputs used in measuring fair value as follows:

Level 1: Inputs are unadjusted quoted prices in active markets for identical assets or liabilities available at the measurement date.

Level 2: Inputs are unadjusted quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets and liabilities in markets that are not active, inputs other than quoted prices that are observable, and inputs derived from or corroborated by observable market data.

Level 3: Inputs are unobservable inputs which reflect the reporting entity’s own assumptions on what assumptions the market participants would use in pricing the asset or liability based on the best available information.

The estimated fair value of certain financial instruments, including all current liabilities are carried at historical cost basis, which approximates their fair values because of the short-term nature of these instruments.

Advertising and Promotion — The Company follows the policy of charging the costs of advertising, marketing, and public relations to expense as incurred. The Company has $2,482 and $75,899 in advertising expenses for the three months and nine months ended May 31, 2024, respectively. The Company has $21,419 and $113,673 in advertising expenses for the three and nine months ended May 31, 2023, respectively.

F-8

Table of Contents

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

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

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

Segment Reporting — In November 2023, the FASB issued ASU 2023-07, *Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures*, enhancing segment expense transparency. We have adopted this standard in the current fiscal year. We have determined that we have two reportable segments, which includes Helix House and Other. The segments were identified based on how the Chief Operating Decision Maker, who we have determined to be our Chief Executive Officer, manages and evaluates performance and allocates resources. See Note 4.

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

4. SEGMENT DISCLOSURES

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

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

As of May 31, 2024, the Company’s reportable segments were as follows:

	·	Helix House
	·	Other

The Other category includes the Company’s corporate headquarters and a less significant operating segment which was the FluidFi acquisition obtained during the year ended August 31, 2023.

Performance Measures of Reportable Segments

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

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

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

F-9

Table of Contents

Revenue and Net loss of the Company’s reportable segments for the three months ended May 31, 2024 and 2023 was as follows:

	Net Sales
	May 31, 2024			May 31, 2023
Helix House	$	260,039		$	-
Other		295,090			910,719
Total	$	555,129		$	910,719

	Net (Loss)/Income
	May 31, 2024			May 31, 2023
Helix House	$	137,264		$	-
Other		(1,765,176	)		(249,300	)
Total	$	(1,627,912	)	$	(249,300	)

Balance Sheet Data of Reportable Segments

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

	May 31, 2024		August 31, 2023
Helix House	$	71,248	$	223,493
Other		2,030,287		2,245,775
Total assets	$	2,101,535	$	2,469,268

5. LOANS RECEIVABLE

During the year ended August 31, 2023, the Company launched its new small business lending solution called Business Warrior Funding. The new lending solution leverages the Company’s expertise and strategic partnerships to help entrepreneurs grow their business and offset the difficulty often associated with traditional bank lending. Loans to customers range from $5,000 to $125,000, with interest rates ranging from 16.99% to 23.0%. As of May 31, 2024, the Company had a loans receivable balance of $0. As of August 31, 2023, the Company had a loans receivable balance of $46,260, of which all are considered current. The Company has $128,329 and $137,146 recorded as an allowance for doubtful accounts as of May 31, 2024 and August 31, 2023, respectively.

6. PROPERTY AND EQUIPMENT

Property and equipment consist of the following:

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

For the three months and nine months ended May 31, 2024, depreciation expense was $5,971 and $27,353 respectively.

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

F-10

Table of Contents

7. INTANGIBLE ASSETS

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

For the nine months ended May 31, 2024 and May 31, 2023, amortization expense was $35,189 and $0, respectively.

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

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

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

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

Finance leases

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

Finance right of use assets are summarized below:

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

Amortization expense was $4,158 and $12,474 for the three months and nine months ended May 31, 2024.

Finance lease liabilities are summarized below:

	May 31, 2024			August 31, 2023
Finance lease liability	$	41,192		$	55,960
Less: current portion		(8,642	)		(18,487	)
Long term portion	$	32,550		$	37,473

F-11

Table of Contents

Maturity of lease liabilities are as follows:

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

9. NOTES PAYABLE

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

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

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

10. LINE OF CREDIT

The revolving line of credit (“LOC”) consists of notes in the principal amount of $901,176 that was paid in cash and the conversion of 12,017 of Preferred B stock into debt with a principal amount of $1,201,602. The LOC has a maximum draw amount of $5,000,000. Advances on the LOC bear interest, on the outstanding principal balance at a rate equal to ten (10%) per annum. The LOC has a maturity date of September 30, 2024. As of May 31, 2024 and August 31, 2023, the Company’s principal balance is $0 and $1,629,801, with a debt discount of $0 and $473,311, respectively.

F-12

Table of Contents

11. CONVERTIBLE NOTES PAYABLE

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

		Date of	Original		Original				Principal Balance as of
		Note	Principal		Issue			Note	May 31,			August 31,
Ref No.		Issuance	Balance		Discount			Category	2024			2023
	1	10/4/2023	$	142,857	$	(42,857	)	*	$	142,857		$	-
	2	10/22/2023		71,429		(21,429	)	*		71,429			-
	3	11/6/2023		15,714		(4,714	)	*		15,714			-
	4	1/30/2024		80,173		-		**		80,173			-
	5	1/30/2024		80,173		-		**		80,173			-
	6	1/30/2024		500,073		-		**		500,073			-
	7	1/30/2024		500,756		-		**		500,756			-
	8	1/30/2024		738,218		-		**		738,218			-
	9	1/30/2024		1,159,124		-		**		1,159,124			-
	10	1/30/2024		234,584		-		**		234,584			-
	11	1/30/2024		35,714		(10,714	)	***		35,715			-
	12	1/30/2024		23,408		(7,022	)	***		23,408			-
	13	2/16/2024		29,762		(8,929	)	***		29,762			-
	14	2/16/2024		29,762		(8,929	)	***		29,762			-
	15	2/22/2024		226,190		(67,857	)	***		226,190			-
	16	5/15/2024		52,362		(2,632	)	15%, Coupon		52,362			-
	17	3/1/2024		52,362		(2,632	)	15%, Coupon		52,362			-
	18	5/16/2024		26,316		(1,316	)	15%, Coupon		26,316			-
		Less: unamortized discount								(463,418	)		-
		Total	$	3,998,977	$	(179,031	)		$	3,536,100		$	-
		Total Current							$	164,560		$	-
		Total Long Term							$	3,371,540		$	-

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

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

F-13

Table of Contents

Reacquisition Price:
Face Value	$	3,293,101
Redemption Feature (Derivative Liability)		1,856,912
Total reacquisition price		5,150,013

Carrying Value of Original Debt:
Promissory Notes Payable		2,652,279
Accrued interest		207,506
Accrued interest (default interest)		118,016
Total carrying value of old debt		2,977,801

Loss on exchange of debt	$	2,172,212

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

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

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

12. SBA LOANS

The Company also entered into a normal SBA loan during 2020 with a principal amount of $149,900. The note bears interest at a rate of 3.75% per annum. On March 16, 2021, the SBA announced extended deferment periods for all COVID-19 and other disaster loans until 2022. Interest only payments began in November 2022, and principal payments will begin in May 2055.

Aggregate principal maturities of the SBA loan is as follows:

Year ending August 31, 2024	$	-
Year ending August 31, 2025		-
Year ending August 31, 2026		-
Year ending August 31, 2027		-
Year ending August 31, 2028		-
Thereafter		148,438
	$	148,438

F-14

Table of Contents

13. DERIVATIVE FINANCIAL INSTRUMENTS

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

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

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

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

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

	For the Three Months Ended
	May 31, 2024			May 31, 2023
Change in fair value of derivative liability	$	(761,287	)	$	182,071
Loss on issuance of derivative		(38,678	)		-
Total	$	(799,965	)	$	182,071

	For the Nine Months Ended
	May 31, 2024			May 31, 2023
Change in fair value of derivative liability	$	(715,903	)	$	378,737
Loss on issuance of derivative		(86,152	)		-
Total	$	(802,055	)	$	378,737

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

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

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

The Company utilized the Binomial Lattice Model technique for the redemption feature derivatives. The significant assumptions utilized in the lattice model is risk-free interest, volatility, time to expiration, strike price and underlying price.

F-15

Table of Contents

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

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

The following table reflects the issuances of embedded derivatives and changes in fair value inputs and assumptions related to the embedded derivatives as of May 31, 2024.

	Period Ended		Period Ended
	May 31, 2024		August 31, 2023
Balances at beginning of period	$	325,246	$	-
Issuances:
Warrant derivatives		-		711,590
Redemption feature derivatives		2,423,208		-
Conversions		-		-
Warrant exercise		-		-
Changes in fair value inputs and assumptions reflected in income		715,903		(386,344	)
Balances at end of period	$	3,464,357	$	325,246

14. RELATED PARTIES

The Board of Directors has adopted a written related party transaction policy. This policy applies to all transactions that qualify for disclosure. Information about transactions involving related persons is reviewed by management. Related persons include Company directors and executive officers, as well as their immediate family members. If a related person has a direct or indirect material interest in any Company transaction, then management would decide whether or not to approve or ratify the transaction.

Related party advances

Amounts due to related parties were $303,849 and $210,667 as of May 31, 2024 and August 31, 2023, respectively. These amounts are considered a current liability and are amounts not necessarily what third parties would have agreed to. These related party notes payable carry a 10% interest rate. Interest expense for the three months and nine months ended May 31, 2024 is $2,123 and $5,115, respectively. Interest expense for the three months and nine months ended May 31, 2023 was $0.

15. COMMITMENTS AND CONTINGENCIES

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

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

The Company has accrued the full $3,000,000 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.

F-16

Table of Contents

16. LEGAL PROCEEDINGS

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

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

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

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

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

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

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

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

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

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

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.

F-17

Table of Contents

17. WARRANTS

As of May 31, 2024 and August 31, 2023, the Company had 84,374,212 outstanding, respectively. The warrants, which were issued in 2023, were valued using a Black-Scholes Merton (“BSM”) model. The initial fair value of $711,591 was recorded in derivative liabilities on the balance sheet. The warrants are marked to market each reporting period with the changes in fair value recorded in the statement of operations. The warrants have an exercise price of $0.0125 per share and have an expiration period of 5 years.

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

18. REVENUE

The Company’s operations primarily consist of providing Software as a Service (“SaaS”), Software development, and Marketing services. The following table disaggregates the Company’s revenue by service type for the three and nine months ended May 31, 2024 and May 31, 2023:

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

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

F-18

Table of Contents

19. EQUITY

Series A preferred shares

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

Series B preferred shares

In May 2022, the Company authorized 100,000 shares of the Series B preferred stock with a par value of $0.001. As of May 31, 2024 and August 31, 2023, the Company has zero, respectively, Preferred B shares issued and outstanding. Each share shall be convertible, at the option of the holder into the number of fully paid and nonassessable shares of common stock that have fair market value, in the aggregate, equal to the Series B conversion price.

Series C preferred shares

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

Stock options

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

20. CONCENTRATIONS

For the three months ended May 31, 2024 and 2023, the Company had two customers representing 37% and one customer representing 14% of total revenue for the period, respectively. For the nine months ended May 31, 2024 and 2023, the Company had one customer representing 17% of total revenue and one customer representing 14% of total revenue, respectively. For the nine months ended May 31, 2024, and May 31, 2023 the Company had three customers representing 61% of total accounts receivable and three customers representing 33% of total accounts receivable, respectively.

21. INCOME TAXES

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

F-19

Table of Contents

The provision for Federal income tax consists of the following three months and nine months ended May 31, 2024 and May 31, 2023, respectively:

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

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

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

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

The Company files income tax returns for federal purposes and in many states. The Company’s tax filings remain subject to examination by applicable tax authorities for certain length of time, generally three to four years, following the tax year to which these filings related. The statute of limitations for adjustment of the net operating losses utilized on these tax returns remains open an additional three to four years, depending on jurisdiction, from the date these returns were filed. As of May 31, 2024, the tax returns for year ended August 31, 2023 have not been filed.

F-20

Table of Contents

22. SUBSEQUENT EVENTS

On June 21, 2024, the Company entered into a Secured Convertible Promissory Note in the total principal amount of $300,000. This note does not include an Original Issue Discount (OID) and is structured as a traditional loan with principal and interest payments due. The note bears interest at a rate equal to eighteen percent per annum and has a term of thirty-six months. The convertible terms of this note are consistent with those previously mentioned, but the aggregate amount that may be converted into Common Stock shall be equal to the outstanding principal and interest plus $15,000 with conversion at a price per share equal to the Closing Price for the Company’s Common Stock as reported by its Principal Market on the trading day immediately prior to closing. Furthermore, if Thirty (30) calendar days, Sixty (60) calendar days, Ninety (90) calendar days, One Hundred Twenty (120) calendar days, One Hundred Fifty (150) calendar days, or One Hundred Eighty (180) calendar days after the date the Company’s stock is listed on a national market system exchange (the “Adjustment Dates”), the Optional Conversion Price then in effect exceeds the Market Price then in effect (the “Adjustment Price”), on the Adjustment Date the Optional Conversion Price shall automatically lower to the Adjustment Price. Notwithstanding the foregoing, the Adjustment Price shall not be less than 150% of the minimum bid price requirement of the Principal Market for the Company’s Common Stock.

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

	·	$30,000 principal amount: Interest rate equal to eight percent per annum, with a balloon payment due on November 1, 2024. There are no convertible terms associated with this note.
	·	$35,000 principal amount on August 9, 2024: Interest rate equal to eight percent per annum, with a balloon payment due on January 1, 2025. There are no convertible terms associated with this note.
	·	$50,000 principal amount on September 6, 2024: Interest rate equal to eight percent per annum, with a balloon payment due on February 1, 2025. There are no convertible terms associated with this note.
	·	$15,000 principal amount on September 10, 2024: Interest rate equal to eight percent per annum, with a balloon payment due on February 1, 2024. There are no convertible terms associated with this note.
	·	$50,000 principal amount on November 27, 2024: Interest rate equal to eight percent per annum, with a balloon payment due on April 27, 2025. There are no convertible terms associated with this note.

As of the date of this filing, the Company has not repaid any of the matured notes and has been notified by IPSI that it is in default on the outstanding obligations. The Company plans to work with IPSI to negotiate mutually agreeable terms for a consolidated note that would restructure the outstanding balances and establish revised repayment terms. Management believes that restructuring these obligations will provide the Company with additional flexibility in managing its liquidity while maintaining a positive relationship with the lender. However, there is no assurance that the Company will reach an agreement with IPSI on revised terms. If an agreement is not reached, IPSI may pursue additional remedies available under the terms of the notes.

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

On August 2, 2024, the Company filed an 8-K report outlining the terms of a merger with Innovative Payment Solutions (IPSI). On January 22, 2025, the Company and IPSI mutually agreed to terminate the Agreement and Plan of Merger, which was originally signed on July 28, 2024. This decision was made in the best interest of both parties and reflects a shared understanding that discontinuing the merger is the most prudent course of action. The termination of the Merger Agreement also includes the termination of agreements among certain stockholders of Business Warrior, including CEO Rhett Doolittle and President Jonathan Brooks, regarding their commitment to vote in favor of the merger and related transactions. The Company does not anticipate any material adverse effects from the termination of the merger, and management will continue to focus on its core operations and strategic initiatives.

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

F-21

Table of Contents

Key Settlement Terms and Case Details

·	Federal Action:
	o	Case Number: United States District Court, Central District of California, Case No. 8:22-CV-02144-DOC-ADS.
	o	Background: This federal lawsuit was initiated by BWC against Constellation, Li, and others, with a Second Amended Complaint filed on May 22, 2024. Constellation and Li responded with counterclaims and cross-claims on June 12, 2024.
·	State Action:
	o	Case Number: Superior Court of California, County of Orange, Case No. 30-2023-01322081-CU-FR-CJC.
	o	Background: This state case was filed by MBOCAL and LEVEL against FluidFi, BWC, and Li, with a Second Amended Complaint submitted on August 18, 2023. Both FluidFi/BWC and Constellation/Li filed cross-complaints against each other.

Settlement Highlights

	·	BZWR Series C Preferred Stock: Constellation will surrender, and Business Warrior Corporation will cancel, 50,000 shares of Series C Preferred Stock. Additionally, Constellation waives all past and future dividends associated with these shares. As of November 30, 2024, the Company recorded a $495,833 Accrued Dividends Payable that would have been due if the original terms of the agreement were met. However, this will be cancelled which will result in a zero accrued dividends payable balance, along with the reduction of the 50,000 shares of Series C Preferred Stock, to zero.
	·	Release of Claims: Timothy Li will release all wage and hour claims against BWC, FluidFi, and other parties. Constellation also releases BWC and FluidFi from any claims related to the lease of the property at 732 East Utah Valley Drive, Suite 400, American Fork, Utah, which had an amount due of $9,248 in Accounts Payable and Accrued Liabilities which is now zero.
	·	Settlement Payments: Constellation and Li will pay $100,000 to MBOCAL and LEVEL. Separately, BWC will make a $60,000 payment to these parties.
	·	Finalization and Dismissal: The agreement, fully executed on September 24, 2024, requires all parties to file for dismissal with prejudice in both the federal and state actions, effectively concluding these cases

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

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

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

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

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

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

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

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

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

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

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

F-22

Table of Contents

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

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

Results of Operations

For the Three Months Ended May 31, 2024 and 2023

Revenues

For the three months ended May 31, 2024, and 2023, we had revenues of $555,129 and $910,719 respectively. The majority of the decrease is due to the loss of marketing agency revenue from the Helix division. This revenue was not profitable and enabled the Company to reduce the cost of sales and other expenses to contribute to our plan to reach profitability as quickly as possible.

Operating Expenses

For the three months ended May 31, 2024, and 2023, we had operating expenses of $694,994 and $787,932, a decrease of 12%, primarily due to a decrease of $91,882 in general and administrative expenses and $18,937 in advertising and promotion. These decreases were all due to operational efficiencies attained from the acquisitions, cost cutting measures, and a reduction in Company marketing while we focused on building and releasing our new product (PayPlan). This was offset by an increase in professional services of $24,405 due to an increase in attorney and accounting fees.

Net Loss

Our Net income (Loss) for the three months ended May 31, 2024, and 2023, was $(1,627,912) versus $(249,300) respectively. The majority of the increase is attributable to an in increase in other expenses of $1,359,922 which was primarily attributable to an increase of $152,515 in interest expenses and an increase of $982,036 in the change of fair value of a derivative liability.

For the Nine Months Ended May 31, 2024 and 2023

Revenues

For the nine months ended May 31, 2024, and 2023, we had revenues of $2,352,458 and $3,243,742 respectively. The decrease was due to $469,697 of revenue accrued in the prior year from one client on a 12-month contract that ended in October of 2022, so $0 was represented in the current 9-month period. The Alchemy division experienced a decrease of $470,742 due to the fallout from the loss of clients and misrepresentation of the inherited product development from the previous ownership group that we acquired Alchemy from. The Helix division had a decrease of $388,807 in marketing agency revenue compared to the previous period. The decreases were slightly offset by a net positive increase of $297,500 in revenue generated by PayPlan compared to the previous period.

Operating Expenses

For the nine months ended May 31, 2024, and 2023, we had operating expenses of $2,177,357 and $2,942,708, a decrease of 26%, due to a decrease in salaries and wages, General and Administrative expenses, and advertising and promotion. These decreases were all due to operational efficiencies attained from the acquisitions and cost cutting measures. This was offset by an increase in professional services of $55,504 due to an increase in attorney and accounting fees associated with the lawsuit with the previous ownership of Alchemy, which was subsequently settled in September of 2024.

Net Loss

Our net loss for the nine months ended May 31, 2024, and 2023, was $(5,845,255) versus $(3,735,794) respectively. The majority of the increase is attributable to an in increase in other expenses of $2,491,157 which was primarily attributable to an increase of $2,172,212 from the loss on exchange of debt, and an increase of $1,180,792 in the change of fair value of a derivative liability. Overall, for the nine-month period ended May 31, 2024, the Company had an $2,109,461 increase compared to the nine-month period ended May 31, 2023, which is a 57% increase. Additionally, the Company’s loss from operations decreased by $381,696 in the recent nine-month period compared to the same period the previous year, which is a 19% improvement.

Table of Contents

Assets and Liabilities

Our total current assets decreased to $212,591 from $510,939 for the period ended May 31, 2024, compared to August 31, 2023. This majority of the decrease was due to an increase in Accounts Receivables collected.

Total current liabilities were $5,935,003 at May 31, 2024, a slight decrease compared to $6,264,834 at August 31, 2023. The decrease reflects an increase in accounts payable and accrued liabilities to $2,457,952 compared to $1,904,281 on August 31, 2023, but offset by a decrease of $950,000 in a payable that was converted to equity associated with the acquisition of Helix House.

Total liabilities increased to $13,326,888 for the period ended May 31, 2024, compared to $8,707,254 for the period ended August 31, 2023. The increase is due to an increase in a non-cash derivative liability to $3,464,357 at May 31, 2024 compared to $325,246 at August 31, 2023. Additionally, the convertible notes payable of $3,371,540 was an increase of $1,741,739 compared to the line of credit balance of $1,629,801 on August 31, 2023.

Liquidity and Capital Resources

Cash used by operating activities

The Company’s net cash from operating activities was $(845,045) for the nine months ended May 31, 2024 compared to $(1,149,391) for the nine months ended May 31, 2023. The decrease is due to non-cash adjustments including amortization of debt discount of $(1,170,656) and loss on exchange of debt $(2,172,212), change in the fair value of derivative liability of $(802,055).

Cash provided by investing activities

Net cash from investing activities was $46,260 for the nine-month period ended May 31, 2024, as compared to net cash of $444,339 for the same period the previous year ended May 31, 2023. The 2023 investing cash flows were higher due to fair estimates of the purchase price of the Helix House acquisition related to intangible assets. Additionally, cash flows were minimal from payments received on loans receivable in 2024 of $46,260 compared to $131,328 in 2023 as the company stopped issuing new loans therefor had less money to collect.

Cash provided by financing activities

Net cash from financing activities decreased to $738,928 as of May 31, 2024, as compared to $682,775 for the same period in 2023. The current period’s financing was driven by:

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

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

Table of Contents

We anticipate that operating losses will continue in the near term. We intend to meet near-term obligations with funding options that are already in place as we continue to grow revenue from operations and improve profits margins.

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

Item 3. Quantitative and Qualitative Disclosures About Market Risk.

As a “Smaller Reporting Company”, the Company is not required to provide the information required by this Item

Item 4. Control and Procedures

Our management, including our Chief Executive Officer, is responsible for establishing and maintaining adequate disclosure controls and procedures. Disclosure controls and procedures are designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Securities Exchange Act of 1934 (the “Exchange Act”) is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms. These controls and procedures are also designed to ensure that such information is accumulated and communicated to our management, including our Chief Executive Officer, as appropriate, to allow timely decisions regarding required disclosure.

As of the end of the period covered by this report, our management, under the supervision and with the participation of our Chief Executive Officer, carried out an evaluation of the effectiveness of our disclosure controls and procedures pursuant to Rule 13a-15(b) of the Exchange Act. Based on such an evaluation, the Company’s management has identified what it believes are material weaknesses in the Company’s disclosure controls and procedures and concluded that we did not have effective disclosure controls and procedures.

The deficiencies in our disclosure controls and procedures included (i) lack of segregation of duties and (ii) lack of sufficient resources to ensure that information required to be disclosed by the Company in the reports that the Company files or submits to the SEC are recorded, processed, summarized, and reported, within the time periods specified in the SEC’s rules and forms.

The Company intends to take corrective action to ensure that information required to be disclosed by the Company pursuant to the reports that the Company files or submits to the SEC is accumulated and communicated to the Company’s management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

Table of Contents

PART II—OTHER INFORMATION

Item 1. Legal Proceedings.

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

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

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

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

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

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

Item 1A. Risk Factors

As a “Smaller Reporting Company”, the Company is not required to provide the information required by this Item.

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

None

Item 3. Defaults Upon Senior Securities.

None

Item 4. Mine Safety Disclosures.

Not applicable

Item 5. Other Information.

None

Table of Contents

Item 6. Exhibits.

Exhibit Number		Description

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

*	Previously Filed

**	Filed herewith.

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

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: April 30, 2025	By:	/s/ Rhett Doolittle
		Name: Rhett Doolittle
		Title: Chief Executive Officer and Director (Principal Executive Officer) (Principal Financial and Accounting Officer)

Business Warrior Corp 10-Q