{"url_path":"/sec/aitx/10-k/2026/item-5","section_key":"item-5","section_title":"Item 5 MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASE OF EQUITY SECURITIES**","topic":"sec","document":{"doc_type":"10-K","doc_date":"2026-06-09","source_url":"https://www.sec.gov/Archives/edgar/data/1498148/0001493152-26-027796-index.html","accession_number":"0001493152-26-027796","cik":"0001498148","ticker":"AITX","issuer_name":"Artificial Intelligence Technology Solutions Inc.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1498148/0001493152-26-027796-index.html","primary_entity_key":"0001498148","primary_entity_name":"Artificial Intelligence Technology Solutions Inc."},"word_count":4709,"has_tables":true,"body_markdown":"**ITEM\n5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASE OF EQUITY SECURITIES**\n\n \n\n**Market\nInformation**\n\n \n\nAITX’s\ncommon stock began trading on the “Over the Counter” Bulletin Board (“OTC”) under the symbol “AITX”\nin June 2011 and as AITX on August 24, 2018. The following table sets forth, for the period indicated, the prices of the common stock\nin the over-the-counter market, as reported and summarized by OTC Markets Group, Inc. On August 24, 2018, the Company undertook a 100:1\nreverse stock split, on March 27, 2020 a 10,000:1 reverse split, and on February 5, 2026 a 100:1 reverse split.. The share capital has\nbeen retrospectively adjusted accordingly to reflect this reverse stock split, except for the conversion price of certain convertible\nnotes as the conversion price is not subject to adjustment from forward and reverse stock splits.\n\n \n\nThese\nquotations represent inter-dealer quotations, without adjustment for retail markup, markdown, or commission and may not represent actual\ntransactions. There is an absence of an established trading market for the Company’s common stock, as the market is limited, sporadic\nand highly volatile, which may affect the prices listed below.\n\n \n\n-18-\n\n[Table of Contents](#toc_001)\n\n \n\n  \nHigh  \nLow \n\nFiscal Year Ended February 28, 2026: \n    \n   \n\nQuarter ended February 28, 2026 \n$0.09  \n$0.03 \n\nQuarter ended November 30, 2025 \n$0.15  \n$0.07 \n\nQuarter ended August 31, 2025 \n$0.16  \n$0.07 \n\nQuarter ended May 31, 2025 \n$0.28  \n$0.12 \n\n  \n    \n   \n\nFiscal Year Ended February 28, 2025: \n    \n   \n\nQuarter ended February 28, 2025 \n$0.52  \n$0.24 \n\nQuarter ended November 30, 2024 \n$0.43  \n$0.25 \n\nQuarter ended August 31, 2024 \n$0.74  \n$0.30 \n\nQuarter ended May 31, 2024 \n$0.99  \n$0.27 \n\n \n\nOn\nJune 1, 2026, the closing price per share of the Company’s common stock as quoted on the OTC was $0.0185.\n\n \n\n**Dividends**\n\n \n\nTo\ndate, we have not paid dividends on shares of the Company’s common stock and we do not expect to declare or pay dividends on shares\nof our common stock in the foreseeable future. The payment of any dividends will depend upon our future earnings, if any, AITX’s\nfinancial condition, and other factors deemed relevant by its Board of Directors.\n\n \n\n**Holders\nof Common Stock**\n\n \n\nAs\nof June 2, 2026, there were 114 holders of AITX’s common stock of which 45 were active. The number of foregoing holders does not\ninclude beneficial owners of common stock whose shares are held in the names of banks, brokers, nominees or other fiduciaries.\n\n** **\n\n**Common\nStock**\n\n \n\nThe\nCompany is authorized to issue 12,000,000,000 shares of common stock, with a par value of $0.00001. The closing price of its common stock\non June 1, 2026, as quoted by OTC Markets Group, Inc., was $0.0185. There were 387,232,589 shares of common stock issued and outstanding\nas of June 1, 2026. All shares of common stock have one vote per share on all matters including election of directors, without provision\nfor cumulative voting. The common stock is not redeemable and has no conversion or preemptive rights. The common stock currently outstanding\nis validly issued, fully paid and non-assessable. In the event of liquidation of the Company, the holders of common stock will share\nequally in any balance of its assets available for distribution to them after satisfaction of creditors and preferred shareholders, if\nany. The holders of the Company’s common are entitled to equal dividends and distributions per share with respect to the common\nstock when, as and if, declared by the Board of Directors from funds legally available.\n\n \n\nOur\nArticles of Incorporation, Bylaws, and the applicable statutes of the state of Nevada contain a more complete description of the rights\nand liabilities of holders of our securities.\n\n \n\nDuring\nthe years ended February 28, 2026 and February 28, 2025, there was no modification of any instruments defining the rights of holders\nof the Company’s common stock and no limitation or qualification of the rights evidenced by the Company’s common stock as\na result of the issuance of any other class of securities or the modification thereof.\n\n \n\n**Non-cumulative\nvoting**\n\n \n\nHolders\nof shares of the Company’s common stock do not have cumulative voting rights, which means that the holders of more than 50% of\nthe outstanding shares, voting for the election of directors, can elect all of the directors to be elected, if they so choose, and, in\nthat event, the holders of the remaining shares will not be able to elect any of our directors.\n\n \n\n**Securities\nAuthorized for Issuance under Equity Compensation Plans**\n\n \n\nOn\nApril 14, 2021 the Company adopted an Incentive Stock Option Plan where full details are disclosed in Exhibit 10.1 of the Company’s\n8K filing of April 20,2021. Under the plan the Company may grant options to service providers and employees to acquire up to 50,000 shares\nof the Company’s common stock. The options will be under the varying terms and conditions of an agreement but the exercise price\ncannot be lower than 100% to 110% of the fair value of the stock at date of grant and the term of the grant can be no longer than 5 years.\nOn August 11, 2022 the Company amended the 2021 Plan increasing the maximum number of shares applicable to the 2021 Plan from 50,000\nto 1,000,000. On September 1, 2023, the Company as an addition to the afore-mentioned Incentive Stock Option Plan issued 1,142,170 shares\nto 48 employees. The shares were issued with an exercise price of $2.00, vest after 4 years with a 5 year term.\n\n \n\n-19-\n\n[Table of Contents](#toc_001)\n\n \n\nDuring\nthe year ended February 28, 2026 the Company had the following common stock option activity:\n\n \n\n—\nOn\nthe original 2021 plan, options to purchase 33,000 shares were forfeited due to employee terminations. On the 2023 plan (see below)\n57,160 options to purchase shares were forfeited due to employee terminations.\n\n \n\nDuring\nthe year ended February 28, 2025 the Company had the following common stock option activity:\n\n \n\n—\nOn\nthe original 2021 plan, options to purchase 24,750 shares were forfeited due to employee terminations. On the 2023 plan 39,639 options\nto purchase shares were forfeited due to employee terminations.\n\n \n\nThe\nCompany recorded $136,969 in stock-based compensation on the 2023 plan which represents the current expense over the vesting period.\nIn addition the company recorded $178,880 stock based compensation on the 2021 options , so for the year ended February 28, 2026 the\nCompany recorded a total of $314,848 in stock based compensation with a corresponding increase in paid up capital. For the year ended\nFebruary 28, 2025, the Company recorded $145,136 in stock-based compensation on the 2023 plan which represents the prior years’\nexpense over the vesting period. In addition the company recorded $186,549 stock based compensation on the 2021 options , so for the\nyear ended February 28, 2025 the Company recorded a total of $331,685 in stock based compensation with a corresponding increase in paid\nup capital.\n\n \n\n \n—\nOn\nthe original 2021 plan, options to purchase 313,250 shares were forfeited due to employee terminations\n\n \n\n \n—\nOn\nthe 2023 plan, options to purchase 96,820 shares were forfeited due to employee terminations\n\n \n\nThe\nfollowing table shows the number of shares of common stock that could be issued upon exercise of outstanding options and warrants, the\nweighted average exercise price of the outstanding options and warrants, and the remaining shares available for future issuance at February\n28, 2026.\n\n \n\nPlan Category \n\n**Number\nof Securities to**\n\n**be\nissued upon exercise**\n\n**of\noutstanding options,**\n\n**warrants\nand**\n\n**rights**\n  \n\n**Weighted\naverage**\n\n**exercise\nprice of**\n\n**outstanding**\n\n**options,**\n\n**warrants\nand**\n\n**rights**\n  \n\n**Number\nof**\n\n**securities**\n\n**remaining**\n\n**available\nfor**\n\n**future\nissuance**\n \n\nEquity compensation plans approved\nby security holders. \n 1,732,120  \n$2.00  \n — \n\n  \n    \n    \n   \n\nEquity compensation plans\nnot approved by security holders. \n —  \n —  \n — \n\n  \n    \n    \n   \n\nTotal \n 1,732,120  \n$2.00  \n — \n\n \n\n-20-\n\n[Table of Contents](#toc_001)\n\n** **\n\n**Preferred\nStock**\n\n \n\nThe\nCompany is authorized to issue up to 20,000,000 shares of $0.001 par value preferred stock. The board of directors is authorized to designate\nany series of preferred stock up to the total authorized number of shares.\n\n \n\n**Series\nB Convertible, Redeemable Preferred Stock**\n\n \n\nThe\nboard of directors has designated 5,000 shares of Series B Convertible, Redeemable Preferred Stock with a par value of $0.001 per share.\nAs of the February 28, 2026, there are no shares of Series B Preferred Stock outstanding. The Series B Convertible Preferred Stock\nare redeemable at $1,200 per share, rank in priority to common stock and common stock equivalents upon liquidation of the Company, have\nvoting rights on a converted basis and receives quarterly dividends of 8%. Each holder may, at any time and from time to time convert\nall, but not less than all, of their shares of Series B Convertible, Redeemable Preferred Stock into a number of fully paid and nonassessable\nshares of common stock determined by dividing the redemption value by the Conversion Price. The Conversion price is equal to the lower\nof (1) a fixed price equaling the closing bid price of the Common Stock on the trading day immediately preceding the date of the acquisition\nof the shares and (2) the lowest traded price of the Common Stock during the ten (10) calendar days immediately preceding, but not including,\nthe Conversion Date. Following an event of default,” as defined in the Purchase Agreement, the Conversion price shall equal the\nlower of: (a) the then applicable Conversion Price; or (b) a price per share equaling eighty five percent (85%) of the lowest traded\nprice for the Company’s common stock during the fifteen (15) Trading Days immediately preceding, but not including, the Conversion\nDate. Each share of Preferred Stock shall be entitled to receive, and the Corporation shall pay, cumulative dividends of eight percent\n(8%) per annum, payable quarterly, beginning on the Original Issuance Date and ending on the date that such share of Preferred Share\nhas been converted or redeemed. Dividends may be paid in cash or in shares of Preferred Stock at the discretion of the Company. Any dividends\nthat are not paid a shall continue to accrue and shall entail a late fee, which must be paid in cash, at the rate of 14% per annum or\nthe lesser rate permitted by applicable law which shall accrue and compound daily from the dividend payment date through and including\nthe date of actual payment in full. On the thirtieth day following the issue date of this Preferred Stock the Company shall have the\nobligation to redeem one-third of the Preferred Stock outstanding for a redemption price equal to the redemption value of each such share\nof Preferred Stock, plus any accrued but unpaid dividends, plus all other amounts due to the Holder including, but not limited to Late\nFees, liquidated damages and the legal fees and expenses of the Holder’s counsel. On the sixtieth (60th) calendar day\nfollowing the date Preferred Stock is issued, the Corporation shall have the obligation to redeem one-half of the Preferred Stock then\noutstanding for the redemption price. On the ninetieth (90th) calendar day following the date Preferred Stock is issued, the\nCorporation shall have the obligation to redeem all of the Preferred Stock then outstanding for the redemption price. From the date of\nissuance until the date no shares of Series B Preferred Stock are issued and outstanding, unless Holders of at least 75% in Stated Value\nof the then outstanding shares of Preferred Stock shall have otherwise given prior written consent, the Corporation shall not, and shall\nnot permit any of the Subsidiaries to, directly or indirectly:\n\n \n\n(a)\nother than Permitted Indebtedness, enter into, create, incur, assume, guarantee or suffer to exist any indebtedness for borrowed money\nof any kind, including but not limited to, a guarantee, on or with respect to any of its property or assets now owned or hereafter acquired\nor any interest therein or any income or profits therefrom; (b) other than Permitted Liens, enter into, create, incur, assume or suffer\nto exist any Liens of any kind, on or with respect to any of its property or assets now owned or hereafter acquired or any interest therein\nor any income or profits therefrom; (c) amend its charter documents, including, without limitation, its articles of incorporation and\nbylaws, in any manner that materially and adversely affects any rights of the Holder; (d) repay, repurchase or offer to repay, repurchase\nor otherwise acquire of any shares of its Common Stock, Common Stock Equivalents or Junior Securities, other than as to the Conversion\nShares as permitted or required under the Transaction Documents: (e) pay cash dividends or distributions on Junior Securities of the\nCorporation; f) enter into any transaction with any Affiliate of the Corporation which would be required to be disclosed in any public\nfiling with the Commission, unless such transaction is made on an arm’s-length basis and expressly approved by a majority of the\ndisinterested directors of the Corporation (even if less than a quorum otherwise required for board approval); or(g) enter into any agreement\nwith respect to any of the foregoing.\n\n \n\n-21-\n\n[Table of Contents](#toc_001)\n\n \n\n**Series\nC Convertible, Redeemable Preferred Stock**\n\n \n\nThe\nboard of directors has designated 1,000 shares of Series B Convertible, Redeemable Preferred Stock with a par value of $0.001 per share.\nAs of February 28, 2026, there are 417 shares of Series C Preferred Stock outstanding. The Series C Convertible Preferred Stock\nare redeemable at $1,200 per share, rank in priority to common stock and common stock equivalents upon liquidation of the Company, have\nvoting rights on a converted basis and receives quarterly dividends of 12%. Each holder may, after 180 days after issuance, at any time\nand from time to time convert all, but not less than all, of their shares of Series C Convertible, Redeemable Preferred Stock into a\nnumber of fully paid and nonassessable shares of common stock determined by dividing the redemption value by the Conversion Price. The\nConversion price is equal to the lower of (1) a fixed price equaling the closing bid price of the Common Stock on the trading day immediately\npreceding the date of the acquisition of the shares and (2) the lowest traded price of the Common Stock during the ten (10) calendar\ndays immediately preceding, but not including, the Conversion Date. Following an event of default,” as defined in the Purchase\nAgreement, the Conversion price shall equal the lower of: (a) the then applicable Conversion Price; or (b) a price per share equaling\nninety percent (90%) of the lowest traded price for the Company’s common stock during the ten (10) Trading Days immediately\npreceding, but not including, the Conversion Date. Each share of Preferred Stock shall be entitled to receive, and the Corporation shall\npay, cumulative dividends of twelve percent (12%) per annum, payable quarterly, beginning on the Original Issuance Date and ending on\nthe date that such share of Preferred Share has been converted or redeemed. Dividends may be paid in cash or in shares of Preferred Stock\nat the discretion of the Company. Any dividends that are not paid a shall continue to accrue and shall entail a late fee, which must\nbe paid in cash, at the rate of 14% per annum or the lesser rate permitted by applicable law which shall accrue and compound daily from\nthe dividend payment date through and including the date of actual payment in full. On the one hundred eightieth day following the issue\ndate of this Preferred Stock the Company shall have the obligation to redeem all outstanding Series Preferred Shares for one hundred\nnine and one half percent (109.5%) of the stated value, plus any accrued but unpaid dividends, plus all other amounts due to the Holder\npursuant to the Certificate of Designation and/or any Transaction Documents (“Redemption Date”). Prior to the Redemption\nDate, the Company at its discretion and on three (3) Trading Days’ written notice, may redeem all outstanding Preferred Shares\nfor one hundred nine and one half percent (109.5%) of the stated value, plus any accrued but unpaid dividends, plus all other amounts\ndue to the Holder pursuant to the Certificate of Designation and/or any Transaction Documents.\n\n \n\nFrom\nthe date of issuance until the date no shares of Series C Preferred Stock are issued and outstanding, unless Holders of at least 75%\nin Stated Value of the then outstanding shares of Preferred Stock shall have otherwise given prior written consent, the Corporation shall\nnot, and shall not permit any of the Subsidiaries to, directly or indirectly: (a) other than Permitted Indebtedness, enter into, create,\nincur, assume, guarantee or suffer to exist any indebtedness for borrowed money of any kind, including but not limited to, a guarantee,\non or with respect to any of its property or assets now owned or hereafter acquired or any interest therein or any income or profits\ntherefrom; (b) other than Permitted Liens, enter into, create, incur, assume or suffer to exist any Liens of any kind, on or with respect\nto any of its property or assets now owned or hereafter acquired or any interest therein or any income or profits therefrom; (c) amend\nits charter documents, including, without limitation, its articles of incorporation and bylaws, in any manner that materially and adversely\naffects any rights of the Holder; (d) repay, repurchase or offer to repay, repurchase or otherwise acquire of any shares of its Common\nStock, Common Stock Equivalents or Junior Securities, other than as to the Conversion Shares as permitted or required under the Transaction\nDocuments: (e) pay cash dividends or distributions on Junior Securities of the Corporation; f) enter into any transaction with any Affiliate\nof the Corporation which would be required to be disclosed in any public filing with the Commission, unless such transaction is made\non an arm’s-length basis and expressly approved by a majority of the disinterested directors of the Corporation (even if less than\na quorum otherwise required for board approval); or(g) enter into any agreement with respect to any of the foregoing.\n\n \n\n**Series\nE Preferred Stock**\n\n \n\nThe\nBoard of Directors has designated 4,350,000 shares of Series E Preferred Stock. As of February 28, 2026, there are 3,350,000 shares\nof Series E Preferred Stock outstanding. The Series E Preferred Stock ranks subordinate to the Company’s common stock as to distributions\nof assets upon liquidation, dissolution or winding up of the Corporation. The Series E preferred stock is non-redeemable, does not have\nrights upon liquidation of the Company and does not receive dividends. The outstanding shares of Series E Preferred Stock have the right\nto take action by written consent or vote based on the number of votes equal to twice the number of votes of all outstanding shares of\nequity instruments with voting rights. As a result, the holders of Series E Preferred Stock have 2/3rds of the voting power of all shareholders\nat any time corporate action requires a vote of shareholders.\n\n \n\n-22-\n\n[Table of Contents](#toc_001)\n\n** **\n\n**Series\nF Convertible Preferred Stock**\n\n \n\nThe\nBoard of Directors has designated 10,000 shares of Series F Convertible Preferred Stock with a par value of $1.00 per share. As of February 28, 2026, there are 2,513 shares of Series F Convertible Preferred Stock outstanding. The Series F Convertible Preferred Stock\nis non-redeemable, does not have rights upon liquidation of the Company, does not have voting rights and does not receive dividends.\nEach holder may, at any time and from time to time convert all, but not less than all, of their shares of Series F Convertible Preferred\nStock into a number of fully paid and nonassessable shares of common stock determined by multiplying the number of issued and outstanding\nshares of common stock of the Company on the date of conversion by three and 45 100ths (3.45) on a pro rata basis. So long as any shares\nof Series F Convertible Preferred Stock are outstanding, the Company shall not, without first obtaining the approval of the majority\nof the holders: (a) alter or change the rights, preferences or privileges of any capital stock of the Company so as to affect adversely\nthe Series F convertible preferred stock; (b) create any Senior Securities; (c) create any pari passu Securities; (d) do any act or thing\nnot authorized or contemplated by the Certificate of Designation which would result in any taxation with respect to the Series F Convertible\nPreferred Stock under Section 305 of the Internal Revenue Code of 1986, as amended, or any comparable provision of the Internal Revenue\nCode as hereafter from time to time amended, (or otherwise suffer to exist any such taxation as a result thereof).\n\n \n\n**Series\nG Redeemable Preferred Stock**\n\n \n\nThe\nboard of directors has designated 100,000 shares of Series G Preferred Stock. As of February 28, 2026, there are no shares of Series\nG Preferred Stock outstanding. The Series G preferred stock does not have voting rights, rank prior to all of the Corporation’s\ncommon stock and subordinate and junior to all shares of Series F Preferred Stock and *pari passu*with any of the Corporation’s\npreferred stock hereafter issued as to distributions of assets upon dissolution or winding up of the Corporation, whether voluntary or\ninvoluntary, and does not receive dividends. At any time, the Corporation may, at its option, redeem for cash out of funds legally available\ntherefor, any or all of the outstanding Preferred Stock (“Optional Redemption”) at $1,000 per share.\n\n \n\n**Recent\nSales of Unregistered Securities**\n\n \n\nThe\nfollowing is a summary of transactions by AITX involving sales of its securities that were not registered under the Securities Act.\n\n \n\nDate  \nTransaction \nConsideration \nShares\nIssued \n\nFebruary 29, 2024  \nNumber of shares outstanding February 29, 2024 \n  \n 9,238,750,958 \n\nAugust 8, 2024  \nDebt exchange \n$200,000 in debt exchanged for common shares \n 57,142,857 \n\nDecember 16, 2024  \nDebt exchange \n$200,000 in debt exchanged for common shares \n 79,923,076 \n\nFebruary 11, 2025  \nDebt exchange \n$162,000 in debt exchanged for common shares \n 60,000,000 \n\nMarch\n1, 2024-February 28, 2025  \nOther registered sales \nVarious prices \n 4,979,636,877 \n\n   \nNumber of shares outstanding February\n28, 2025 \n  \n 14,412,453,768 \n\n \n\nDate  \nTransaction \nConsideration \nShares\nIssued \n\nAugust 8, 2024  \nDebt exchange \n$200,000 in debt exchanged for\ncommon shares \n 57,142,857 \n\nDecember 16, 2024  \nDebt exchange \n$200,000 in debt exchanged for common shares \n 79,923,076 \n\nFebruary 11, 2025  \nDebt exchange \n$162,000 in debt exchanged for common shares \n 60,000,000 \n\nMarch\n1, 2025-February 28, 2026  \nOther registered sales \nVarious prices \n 4,979,636,877 \n\n   \nNumber of shares outstanding February\n28, 2026 \n  \n 14,412,453,768 \n\n \n\nDate  \nTransaction \nConsideration \nShares\nIssued \n\n5-Mar-25  \nDebt exchange \n$150,500 in debt and $275,000 in\naccrued interest for a total Of $425,500 exchanged for common shares at a fair value of $444,000 for a loss on settlement of debt\nof $18,500 \n 1,850,000 \n\n21-Apr-25  \nDebt exchange \n$475,000 in accrued interest exchanged for\ncommon shares at a fair value of $450,000 for a gain on settlement of debt of $25,000 \n 2,500,000 \n\n15-May-25  \nDebt exchange \n$350,000 in accrued interest exchanged for\ncommon shares at a fair value of $350,000 \n 2,500,000 \n\n9-Jun-25  \nDebt exchange \n$300,000 in accrued interest exchanged for\ncommon shares at a fair value of $350,000 for a loss on settlement of debt of $50,000 \n 2,500,000 \n\n25-Jun-25  \nDebt exchange \n$275,000 in accrued interest exchanged for\ncommon shares at a fair value of $300,000 for a loss on settlement of debt of $25,000 \n 2,500,000 \n\n24-Jul-25  \nDebt exchange \n$315,000 in accrued interest exchanged for\ncommon shares at a fair value of $350,000 for a loss on settlement of debt of $35,000 \n 3,500,000 \n\n7-Aug-25  \nDebt exchange \n$360,000 in accrued interest exchanged for\ncommon shares at a fair value of $400,000 for a loss on settlement of debt of $40,000 \n 4,000,000 \n\n17-Sep-25  \nDebt exchange \n$280,000 in accrued interest exchanged for\ncommon shares at a fair value of $480,000 for a loss on settlement of debt of $200,000 \n 4,000,000 \n\n1-Oct-25  \nDebt exchange \n$280,000 in accrued interest exchanged for\ncommon shares at a fair value of $360,000 for a loss on settlement of debt of $80,000 \n 4,000,000 \n\n21-Oct-25  \nDebt exchange \n$140,000 in accrued interest exchanged for\ncommon shares at a fair value of $180,000 for a loss on settlement of debt of $40,000 \n 2,000,000 \n\n3-Nov-25  \nDebt exchange \n$280,000 in accrued interest exchanged for\ncommon shares at a fair value of $320,000 for a loss on settlement of debt of $40,000 \n 4,000,000 \n\n14-Nov-25  \nDebt exchange \n$350,000 in accrued interest exchanged for\ncommon shares at a fair value of $400,000 for a loss on settlement of debt of $50,000 \n 5,000,000 \n\n2-Dec-25  \nConversion of Series C Preferred Shares \nConversion of 85 Series C shares for fair value of $111,690 \n 1,994,464 \n\n2-Dec-25  \nDebt exchange \n$378,000 in accrued interest exchanged for\ncommon shares at a fair value of $480,000 for a loss on settlement of debt of $102,000 \n 6,000,000 \n\n12-Dec-25  \nDebt exchange \n$378,000 in accrued interest exchanged for\ncommon shares at a fair value of $420,000 for a loss on settlement of debt of $42,000 \n 6,000,000 \n\n5-Jan-26  \nDebt exchange \n$324,000 in accrued interest exchanged for\ncommon shares at a fair value of $360,000 for a loss on settlement of debt of $36,000 \n 6,000,000 \n\n18-Jan-26  \nDebt exchange \n$336,000 in accrued interest exchanged for\ncommon shares at a fair value of $420,000 for a loss on settlement of debt of $84,000 \n 7,000,000 \n\n8-Feb-26  \nDebt exchange \n$192,000 in accrued interest exchanged for\ncommon shares at a fair value of $320,000 for a loss on settlement of debt of $128,000 \n 8,000,000 \n\n   \n  \n  \n   \n\nMarch\n1, 2025-February 28, 2026  \nOther registered sales \nVarious prices \n 50,403,802 \n\n   \nNumber of shares outstanding February\n28, 2026 \n  \n 267,872,804 \n\n \n\n*\nShares adjusted for reverse stock splits: 100: 1 on August 24, 2018 and 10,000:1 on March 27, 2020 and 100:1 on February 5. 2026\n\n \n\nIn\nconnection with the foregoing, the Registrant relied upon the exemption from registration under the Securities Act of 1933, as amended\nand the rules and regulations of the Securities and Exchange Commission thereunder, in reliance upon Section 4(a)(2) thereof and Regulation\nD thereunder.\n\n** **\n\n-23-\n\n[Table of Contents](#toc_001)\n\n** **\n\n**Penny\nStock Regulations**\n\n \n\nThe\nSecurities and Exchange Commission has adopted regulations which generally define “penny stock” to be an equity security\nthat has a market price of less than $5.00 per share. Our Common Stock falls within the definition of penny stock and therefore is subject\nto rules that impose additional sales practice requirements on broker-dealers who sell such securities to persons other than established\ncustomers and accredited investors (generally those with assets in excess of $1,000,000, or annual incomes exceeding $200,000 individually,\nor $300,000, together with their spouse). For transactions covered by these rules, the broker-dealer must make a special suitability\ndetermination for the purchase of such securities and have received the purchaser’s prior written consent to the transaction. Additionally,\nfor any transaction, other than exempt transactions, involving a penny stock, the rules require the delivery, prior to the transaction,\nof a risk disclosure document mandated by the Securities and Exchange Commission relating to the penny stock market. The broker-dealer\nmust also make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser’s\nwritten agreement to the transaction. In addition, the broker-dealer must disclose the commissions payable to both the broker-dealer\nand the registered representative, current quotations for the securities and, if the broker-dealer is the sole market-maker, the broker-dealer\nmust disclose this fact and the broker-dealer’s presumed control over the market. Finally, monthly statements must be sent disclosing\nrecent price information for the penny stock held in the account and information on the limited market in penny stocks. Consequently,\nthe “penny stock” rules may restrict the ability of broker-dealers to sell our Common Stock and may affect the ability of\ninvestors to sell their Common Stock in the secondary market.\n\n \n\nIn\naddition to the “penny stock” rules promulgated by the Securities and Exchange Commission, the Financial Industry Regulatory\nAuthority (“FINRA”) has adopted rules that require that in recommending an investment to a customer, a broker-dealer must\nhave reasonable grounds for believing that the investment is suitable for that customer. Prior to recommending speculative low-priced\nsecurities to their non-institutional customers, broker-dealers must make reasonable efforts to obtain information about the customer’s\nfinancial status, tax status, investment objectives and other information. Under interpretations of these rules, FINRA believes that\nthere is a high probability that speculative low-priced securities will not be suitable for at least some customers. The FINRA requirements\nmake it more difficult for broker-dealers to recommend that their customers buy our common stock, which may limit the investors’\nability to buy and sell our stock.\n\n \n\n**Purchases\nof Equity Securities by the Registrant and Affiliated Purchasers**\n\n \n\nWe\nhave not repurchased any shares of our common stock during the fiscal years ended February 28, 2026 or February 28, 2025."}