{"url_path":"/sec/iht/10-k/2026/item-8","section_key":"item-8","section_title":"Item 8 FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA","topic":"sec","document":{"doc_type":"10-K","doc_date":"2026-05-19","source_url":"https://www.sec.gov/Archives/edgar/data/82473/0001493152-26-024361-index.html","accession_number":"0001493152-26-024361","cik":"0000082473","ticker":"IHT","issuer_name":"INNSUITES HOSPITALITY TRUST","edgar_url":"https://www.sec.gov/Archives/edgar/data/82473/0001493152-26-024361-index.html","primary_entity_key":"0000082473","primary_entity_name":"INNSUITES HOSPITALITY TRUST"},"word_count":15901,"has_tables":true,"body_markdown":"Item\n8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA\n\n \n\nAll\nother schedules are omitted, as the information is not required or is otherwise furnished.\n\n \n\n17\n\n \n\n \n\nINNSUITES\nHOSPITALITY TRUST\n\nLIST\nOF CONSOLIDATED FINANCIAL STATEMENTS\n\n \n\nThe\nfollowing consolidated financial statements of InnSuites Hospitality Trust are included in Item 8:\n\n \n\n[Reports of Independent Registered Public Accounting Firm](#F_001) PCAOB: 7158\n19\n\n \n \n\n[Consolidated Balance Sheets – January 31, 2026 and 2025](#F_002)\n20\n\n \n \n\n[Consolidated Statements of Operations – Years Ended January 31, 2026 and 2025](#F_003)\n21\n\n \n \n\n[Consolidated Statements of Shareholders’ Equity – Years Ended January 31, 2026 and 2025](#F_004)\n22\n\n \n \n\n[Consolidated Statements of Cash Flows – Years Ended January 31, 2026 and 2025](#F_005)\n23\n\n \n \n\n[Notes to the Consolidated Financial Statements – Years Ended January 31, 2026 and 2025](#F_006)\n24\n\n \n\n18\n\n \n\n \n\n**REPORT\nOF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM**\n\n \n\nTo\nthe Board of Directors and Shareholders of InnSuites Hospitality Trust:\n\n \n\n**Opinion\non the Consolidated Financial Statements**\n\n \n\nWe\nhave audited the accompanying consolidated balance sheets of InnSuites Hospitality Trust (the “Company”) as of January 31,\n2026 and 2025, the related consolidated statements of operations, stockholders’ equity (deficit), and cash flows for each of the years then ended, and the related notes (collectively referred to as the “consolidated financial statements”).\n\n \n\nIn\nour opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as\nof January 31, 2026 and 2025, and the results of its operations and its cash flows for the years then ended, in conformity with accounting\nprinciples generally accepted in the United States of America.\n\n \n\n**Basis\nfor Opinion**\n\n \n\nThese\nconsolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion\non the Company’s consolidated financial statements based on our audits.\n\n \n\nWe are a public accounting firm registered with the Public\nCompany Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company\nin accordance with U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission\nand the PCAOB.\n\n \n\nWe\nconducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain\nreasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud.\n\n \n\nThe Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part\nof our audits, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing\nan opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.\n\n \n\nOur\naudits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due\nto error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence\nregarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles\nused and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements.\n\n \n\nWe believe that our audits provide a reasonable basis for our opinion.\n\n \n\n**Critical\nAudit Matter**\n\n \n\nCritical\naudit matters are matters arising from the current period audit of the consolidated financial statements that were communicated or were\nrequired to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the consolidated\nfinancial statements and (2) involved especially challenging, subjective, or complex auditor judgment. The critical audit matter communicated below does not alter in any way our opinion on the consolidated\nfinancial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion\non the critical audit matter or on the account or disclosures to which it relates.\n\n \n\nWe\ndetermined that there is below critical audit matter.\n\n \n\n \n1.\n**Investment\nin UniGen**\n\n \n\nAs described in Note 7 to the consolidated financial\nstatements, the Company holds an investment in UniGen consisting of a convertible note receivable, common stock, and warrants, with a\ntotal carrying amount of approximately $1.67 million as of January 31, 2026.\n\n \n\nThe evaluation of potential impairment of this investment\ninvolved significant auditor judgment due to the absence of observable market inputs, the early-stage nature of UniGen’s operations,\nand the reliance on future development, financing, and commercialization activities. The assessment required consideration of qualitative\nfactors, including operational progress, future funding requirements, and the uncertainty surrounding the timing and realization of expected\ncash flows.\n\n \n\nGiven the high degree of estimation uncertainty and\njudgment involved in assessing the fair value and recoverability of this investment, we determined this matter to be a critical audit\nmatter.\n\n* *\n\n**How the Matter Was Addressed in the Audit**\n\n** **\n\nOur audit procedures related to the evaluation of\nthe potential impairment of the Company’s investment in UniGen included, among others:\n\n \n\n●Evaluating\nmanagement’s impairment assessment methodology for the investment components (common\nstock, convertible debenture, and warrants), including assessing the appropriateness of the\naccounting frameworks applied.\n\n●Reading\nkey underlying agreements to evaluate the rights, terms, and conditions associated with the\ninvestment instruments.\n\n●Evaluating\nthe reasonableness of management’s significant assumptions used in identifying qualitative\nimpairment indicators, considering factors such as UniGen’s operational status, development\nprogress, and financial condition.\n\n●Corroborating\nmanagement’s key assumptions and assertions regarding the investee’s future funding\ndependencies and project progress with relevant audit evidence.\n\n ●Evaluating\nthe adequacy of the disclosures related to the investment and potential impairment in the consolidated financial statements.\n\n \n\n/s/\nBCRG Group\n\nBCRG\nGroup (PCAOB ID 7158)\n\n \n\nWe\nhave served as the Company’s auditor since 2024.\n\nIrvine,\nCA\n\nMay 15, 2026\n\n \n\n19\n\n \n\n \n\nINNSUITES\nHOSPITALITY TRUST AND SUBSIDIARIES\n\nCONSOLIDATED\nBALANCE SHEETS\n\n \n\n  \nJANUARY 31, 2026  \nJANUARY 31, 2025 \n\nASSETS \n    \n   \n\nCurrent Assets: \n    \n   \n\nCash \n$350,200  \n$92,752 \n\nAccounts Receivable \n 96,924  \n 194,943 \n\nEmployee Retention Credit Receivable \n 1,233,527  \n 1,233,527 \n\nPrepaid Expenses and Other Current Assets \n 137,378  \n 199,233 \n\nTotal Current Assets \n 1,818,029  \n 1,720,455 \n\nProperty and Equipment, net \n 6,756,249  \n 6,811,614 \n\nNotes Receivable (net) \n 1,925,000  \n 1,925,000 \n\nOperating Lease – Right of Use \n 2,045,563  \n 2,067,761 \n\nConvertible Note Receivable \n 1,000,000  \n 1,000,000 \n\nInvestment in Private Company Stock \n 435,180  \n 668,750 \n\nTOTAL ASSETS \n$13,980,021  \n$14,193,580 \n\n  \n    \n   \n\nLIABILITIES AND SHAREHOLDERS’ EQUITY \n    \n   \n\n  \n    \n   \n\nLIABILITIES \n    \n   \n\nCurrent Liabilities: \n    \n   \n\nAccounts Payable and Accrued Expenses \n$847,752  \n$652,624 \n\nCurrent Portion of Mortgage Notes Payable, net of Discount \n 1,320,719  \n 241,709 \n\nCurrent Portion of Other Notes Payable \n 470,000  \n 470,000 \n\nCurrent Portion of Operating Lease Liability \n 28,154  \n 26,812 \n\nTotal Current Liabilities \n 2,666,625  \n 1,391,145 \n\nNotes Payable - Related Party \n 2,645,088  \n 1,151,225 \n\nMortgage Notes Payable, net of Discount \n 7,491,309  \n 8,802,737 \n\nOperating Lease Liability, net of current portion \n 2,174,841  \n 2,202,995 \n\nTOTAL LIABILITIES \n 14,977,863  \n 13,548,102 \n\n  \n    \n   \n\nCOMMITMENTS AND CONTINGENCIES \n -  \n - \n\n  \n    \n   \n\nSHAREHOLDERS’ EQUITY \n    \n   \n\nShares of Beneficial Interest, without par value, unlimited authorization; 9,331,544\nand 8,988,804 shares issued and 9,331,544 and 8,763,485 shares outstanding at January 31, 2026 and January 31, 2025, respectively \n \n2,966,285\n\n  \n 5,470,050 \n\nTreasury Stock, 0 and 225,319 shares held at cost at January\n31, 2026 and January 31, 2025, respectively \n - \n (917,425)\n\nTOTAL TRUST SHAREHOLDERS’ EQUITY \n 2,966,285  \n 4,552,625 \n\nNON-CONTROLLING INTEREST \n (3,964,127) \n (3,907,147)\n\nTOTAL EQUITY/(DEFICIT) \n (997,842) \n 645,478 \n\nTOTAL LIABILITIES AND EQUITY \n$13,980,021  \n$14,193,580 \n\n \n\nSee\naccompanying notes to these consolidated financial statements\n\n \n\n20\n\n \n\n \n\nINNSUITES\nHOSPITALITY TRUST AND SUBSIDIARIES\n\nCONSOLIDATED\nSTATEMENTS OF OPERATIONS\n\n \n\n  \n2026  \n2025 \n\n  \nFOR THE YEARS ENDED \n\n  \nJANUARY 31, \n\n  \n2026  \n2025 \n\nREVENUE \n    \n   \n\nRoom \n$7,253,509  \n$7,335,597 \n\nFood and Beverage \n 103,619  \n 90,461 \n\nOther \n 210,147  \n 167,458 \n\nTOTAL REVENUE \n 7,567,275  \n 7,593,516 \n\n  \n    \n   \n\nOPERATING EXPENSES \n    \n   \n\nRoom \n 2,549,070  \n 2,614,228 \n\nFood and Beverage \n 105,841  \n 96,640 \n\nGeneral and Administrative \n 2,179,324  \n 2,218,392 \n\nSales and Marketing \n 452,853  \n 453,040 \n\nRepairs and Maintenance \n 427,809  \n 429,724 \n\nHospitality \n 611,222  \n 607,880 \n\nUtilities \n 398,322  \n 401,787 \n\nDepreciation \n 773,964  \n 705,683 \n\nReal Estate and Personal Property Taxes, Insurance and Ground Rent \n 602,491  \n 779,609 \n\nOther \n 26,538  \n 29,275 \n\nTOTAL OPERATING EXPENSES \n 8,127,434  \n 8,336,258 \n\nOPERATING LOSS \n (560,159) \n (742,742)\n\nOther Income \n 3,000  \n 21,118 \n\nInterest Income \n -  \n 15,151 \n\nTOTAL OTHER INCOME \n 3,000  \n 36,269 \n\nInterest on Mortgage Notes Payable \n 498,551  \n 454,044 \n\nInterest on Other Notes Payable \n 25,442  \n 22,002 \n\nTOTAL INTEREST EXPENSE \n 523,993  \n 476,046 \n\nCONSOLIDATED NET LOSS BEFORE BW REWARDS CREDIT AND INCOME TAX BENEFIT \n (1,081,152) \n (1,182,519)\n\nImpairment of Investment in UniGen \n \n(222,917\n) \n - \n\nBW Rewards Credit \n (86,619) \n (208,758)\n\nIncome Tax Benefit (Expense) \n 140  \n (355)\n\nCONSOLIDATED NET LOSS \n$(1,390,548) \n$(1,391,632)\n\nLESS: NET INCOME (LOSS) ATTRIBUTABLE TO NON-CONTROLLING INTEREST \n$35,631  \n$(597)\n\nNET LOSS ATTRIBUTABLE TO CONTROLLING INTERESTS \n$(1,426,179) \n$(1,391,035)\n\nNET LOSS PER SHARE – BASIC & DILUTED \n$(0.16) \n$(0.16)\n\nWEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING - BASIC & DILUTED \n 8,763,485  \n 8,790,992 \n\n \n\nSee\naccompanying notes to these consolidated financial statements\n\n \n\n21\n\n \n\n \n\nINNSUITES\nHOSPITALITY TRUST AND SUBSIDIARIES\n\nCATEMENTS OF SHAREHOLDERS’ EQUITY\n\nFOR\nTHE YEARS ENDED JANUARY 31, 2026 and 2025\n\n \n\n  \nShares  \nAmount  \nShares  \nAmount  \nEquity  \nInterest  \nEquity \n\n  \n\nShares of\n\nBeneficial Interest\n  \nTreasury Stock  \nTrust Shareholders’  \nNon-Controlling  \nTotal \n\n  \nShares  \nAmount  \nShares  \nAmount  \nEquity  \nInterest  \nEquity \n\nBalance, January 31, 2025 \n 8,763,485  \n$5,470,050  \n 225,319  \n$(917,425) \n$4,552,625  \n$(3,907,147) \n$645,478 \n\nNet Income \n -  \n (121,032) \n -  \n -  \n (121,032) \n 160,062  \n 39,030 \n\nSales of Ownership Interests in Subsidiary, net \n -  \n -  \n -  \n -  \n -  \n (10,000) \n (10,000)\n\nBalance, April 30, 2025 \n 8,763,485  \n$5,349,018  \n 225,319  \n$(917,425) \n$4,431,593  \n$(3,757,085) \n$674,508 \n\n  \n    \n    \n    \n    \n    \n    \n   \n\nNet Loss \n    \n (391,180) \n -  \n -  \n (391,180) \n (9,839) \n (401,019)\n\nShares of Beneficial Interest Issued for Services Rendered \n 18,000  \n 12,960  \n -  \n -  \n 12,960  \n -  \n 12,960 \n\nDividends \n    \n (87,913) \n    \n    \n (87,913) \n -  \n (87,913)\n\nReallocation of Non-Controlling Interests and Other \n 9,815  \n    \n 7,587  \n -  \n -  \n 77  \n 77 \n\nBalance, July 31, 2025 \n 8,791,300  \n$4,882,885  \n 232,906  \n$(917,425) \n$3,965,460  \n$(3,766,847) \n$198,613 \n\n  \n    \n    \n    \n    \n    \n    \n   \n\nNet Loss \n    \n (356,908) \n    \n -  \n (356,908) \n 4,915  \n (351,993)\n\nShares of Beneficial Interest Issued for Services Rendered \n    \n 6,480  \n -  \n -  \n 6,480  \n -  \n 6,480 \n\nReallocation of Non-Controlling Interests and Other \n (9,815) \n    \n (7,587) \n -  \n -  \n -  \n - \n\nBalance, October 31, 2025 \n 8,781,485  \n$4,532,457  \n 225,319  \n$(917,425) \n$3,615,032  \n$(3,761,932) \n$(146,900)\n\n  \n    \n    \n    \n    \n    \n    \n   \n\nNet Loss \n    \n (557,059) \n -  \n -  \n (557,059) \n (119,507) \n (676,566)\n\nShares of Beneficial Interest Issued for Services Rendered \n    \n   \n    \n    \n -  \n    \n - \n\nSale of Treasury Stock \n 550,059  \n 550,059  \n -  \n -  \n 550,059  \n    \n 550,059 \n\nSale of RRF Units \n    \n \n(1,467,484\n) \n    \n    \n (1,467,484) \n    \n (1,467,484)\n\nDividends \n    \n (93,848) \n -  \n -  \n (93,848) \n    \n (93,848)\n\nSales of Ownership Interests in Subsidiary, net \n    \n    \n (225,319) \n 917,425 \n 917,425 \n    \n 917,425\n\nDistribution to Non-Controlling Interests \n -  \n    \n -  \n -  \n -  \n (82,688) \n (82,688)\n\nBalance, January 31, 2026 \n 9,331,544  \n$2,966,285  \n -  \n$- \n$2,964,125  \n$(3,964,127) \n$(997,842)\n\n \n\n \n \n\nShares of\n\nBeneficial Interest\n\n \n \nTreasury Stock\n \n \nTrust Shareholders’\n \n \nNon-Controlling\n \n \nTotal\n \n\n \n \nShares\n \n \nAmount\n \n \nShares\n \n \nAmount\n \n \nEquity\n \n \nInterest\n \n \nEquity\n \n\nBalance, January 31, 2024 \n 8,791,822  \n$7,039,055  \n 196,982  \n$(872,238) \n$6,166,817  \n$(3,511,905) \n$2,654,912 \n\nNet Income \n -  \n (148,550) \n -  \n -  \n (148,550) \n 235,148  \n 86,598 \n\nPurchase of Treasury Stock \n (18,456) \n -  \n 18,456  \n (25,493) \n (25,493) \n -  \n (25,493)\n\nDistribution to Non-Controlling Interests \n -  \n -  \n -  \n -  \n -  \n (152,620) \n (152,620)\n\nBalance, April 30, 2024 \n 8,773,366  \n$6,890,505  \n 215,438  \n$(897,731) \n$5,992,774  \n$(3,429,377) \n$2,563,397 \n\n  \n    \n    \n    \n    \n    \n    \n   \n\nNet Loss \n    \n (386,743) \n    \n -  \n (386,743) \n (39,119) \n (425,862)\n\nPurchase of Treasury Stock \n (9,881) \n    \n 9,881  \n (19,694) \n (19,694) \n    \n (19,694)\n\nDividends \n    \n (90,237) \n    \n -  \n (90,237) \n    \n (90,237)\n\nDistribution to Non-Controlling Interests \n    \n    \n -  \n -  \n -  \n (76,652) \n (76,652)\n\nBalance, July 31, 2024 \n 8,763,485  \n$6,413,525  \n 225,319  \n$(917,425) \n$5,496,100  \n$(3,545,148) \n$1,950,952 \n\n  \n    \n    \n    \n    \n    \n    \n   \n\nNet Loss \n    \n (276,365) \n -  \n -  \n (276,365) \n 58,883  \n (217,482)\n\nDistribution to Non-Controlling Interests \n    \n    \n -  \n -  \n -  \n (82,685) \n (82,685)\n\nBalance, October 31, 2024 \n 8,763,485  \n$6,137,160  \n 225,319  \n$(917,425) \n$5,219,735  \n$(3,568,950) \n$1,650,785 \n\nBalance \n 8,763,485  \n$6,137,160  \n 225,319  \n$(917,425) \n$5,219,735  \n$(3,568,950) \n$1,650,785 \n\n  \n    \n    \n    \n    \n    \n    \n   \n\nNet Loss \n    \n (579,377) \n    \n -  \n (579,377) \n (255,509) \n (834,886)\n\nDividends \n    \n (87,733) \n    \n -  \n (87,733) \n    \n (87,733)\n\nDistribution to Non-Controlling Interests \n    \n    \n -  \n -  \n -  \n (82,688) \n (82,688)\n\nBalance, January 31, 2025 \n 8,763,485  \n$5,470,050  \n 225,319  \n$(917,425) \n$4,552,625  \n$(3,907,147) \n$645,478 \n\nBalance \n 8,763,485  \n$5,470,050  \n 225,319  \n$(917,425) \n$4,552,625  \n$(3,907,147) \n$645,478 \n\n \n\nSee\naccompanying notes to these consolidated financial statements\n\n \n\n22\n\n \n\n \n\nINNSUITES\nHOSPITALITY TRUST AND SUBSIDIARIES\n\nCONSOLIDATED\nSTATEMENTS OF CASH FLOWS\n\n \n\n  \n2026  \n2025 \n\n  \nFOR THE YEARS ENDED \n\n  \nJANUARY 31, \n\n  \n2026  \n2025 \n\nCASH FLOWS FROM OPERATING ACTIVITIES \n    \n   \n\nConsolidated Net Loss \n$(1,390,548) \n$(1,391,632)\n\nAdjustments to Reconcile Consolidated Net Loss to Net Cash Used In Operating Activities: \n    \n   \n\nStock-Based Compensation \n 21,600  \n - \n\nImpairment of UniGen Investment \n \n222,917\n  \n - \n\nDepreciation \n 773,964  \n 705,683 \n\nChanges in Assets and Liabilities: \n    \n   \n\nAccounts Receivable \n 98,019  \n (82,997)\n\nPrepaid Expenses and Other Assets \n 61,855  \n 111,658 \n\nOperating Lease \n (4,614) \n (4,601)\n\nAccounts Payable and Accrued Expenses \n 205,858  \n (396,906)\n\nNET CASH USED IN OPERATING ACTIVITIES \n (10,949) \n (1,058,795)\n\n  \n    \n   \n\nCASH FLOWS FROM INVESTING ACTIVITIES \n    \n   \n\nImprovements and Additions to Hotel Properties \n (718,599) \n (466,105)\n\nPayments on Investments in Unigen \n - \n (35,000)\n\nNET CASH USED IN INVESTING ACTIVITIES \n (718,599) \n (501,105)\n\n  \n    \n   \n\nCASH FLOWS FROM FINANCING ACTIVITIES \n    \n   \n\nPrincipal Payments on Mortgage Notes Payable \n (232,418) \n (206,139)\n\nBorrowing on Notes Payable - Related Party \n 1,493,863  \n 1,151,225 \n\nPayment of Dividends \n (181,761) \n (177,970)\n\nDistributions to Non-Controlling Interest Holders \n (82,688) \n (394,645)\n\nSale of Ownership Interest in Subsidiary, net \n 907,425 \n - \n\nSale of RRF Units \n \n(1,467,484\n) \n - \n\nSale of Treasury Stock \n 550,059  \n (45,187)\n\nNET CASH PROVIDED BY FINANCING ACTIVITIES \n 986,996  \n 327,284 \n\nNET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS \n 257,448  \n (1,232,616)\n\nCASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD \n 92,752  \n 1,325,368 \n\nCASH AND CASH EQUIVALENTS AT END OF PERIOD \n$350,200  \n$92,752 \n\n \n\nSee\naccompanying notes to these consolidated financial statements\n\n \n\n23\n\n \n\n \n\nINNSUITES\nHOSPITALITY TRUST AND SUBSIDIARIES\n\nNOTES\nTO CONSOLIDATED FINANCIAL STATEMENTS\n\nAS\nOF AND FOR THE YEARS ENDED JANUARY 31, 2026 AND 2025\n\n \n\n1.\nNATURE OF OPERATIONS AND BASIS OF PRESENTATION\n\n \n\nAs\nof January 31, 2026, InnSuites Hospitality Trust (the “Trust”, “IHT”, “we”, “us” or “our”)\nis a publicly traded unincorporated Ohio real estate investment trust (REIT) with two hotels that IHT has an ownership interest in and\nmanages. The Trust and its shareholders directly in and through a Partnership, own interests in two hotels with an aggregate of 270 hotel\nsuites in Arizona and New Mexico. Both are operated under the federally trademarked name “InnSuites”, as well as operating\nunder the brand name “Best Western”. The Trust and its shareholders hold a $1 million 6% convertible debenture in UniGen\nPower Inc., (“UniGen”), approximately $445,833 in UniGen’s privately-held common stock (575,000 shares), and hold warrants\nto make further UniGen Investments in the future, as further discussed in Note 2.\n\n \n\n**Hotel\nOperations:**\n\n \n\nFull\nservice hotels often contain upscale full-service facilities with a large volume of full service accommodations, on-site full-service\nrestaurant(s), and a variety of on-site amenities such as swimming pools, a health club, children’s activities, ballrooms and on-site\nconference facilities. Moderate or limited-service hotels are small to medium-sized hotel establishments that offer a limited amount\nof on-site amenities. Most moderate or limited service establishments may still offer full service accommodations. The Trust considers\nits Tucson, Arizona hotel and our hotel located in a subsidiary of Albuquerque, New Mexico to be moderate or limited service hotels.\nIHT provides management services and marketing.\n\n \n\nOur\nTucson, Arizona Hotel and our Hotel located in Albuquerque, New Mexico are moderate service hotels. Both hotels offer swimming pools,\nfitness centers, business centers, and complimentary breakfast. In addition, the Hotels offer complementary social areas and modest conference\nfacilities. The Tucson hotel has “PJ’s” Pub and Café, as well.\n\n \n\nThe\nTrust is the sole general partner of RRF Limited Liability Limited Partnership, a Delaware LLLP (the “Partnership”), and\nowned a 79.18% and 75.89% interest in the Partnership as of January 31, 2026 and 2025, respectively. As of January 31, 2026, the Partnership\nowned a 51.69% interest in an InnSuites® hotel located in Tucson, Arizona. The Trust owns a direct 21.90% interest in an InnSuites®\nhotel located in Albuquerque, New Mexico.\n\n \n\nRRF\nLimited Liability Limited Partnership, an IHT subsidiary, manages the Hotels’ daily operations under 2 management agreements. RRF\nalso provides the use of the “InnSuites” trademark to the Hotels. All expenses and reimbursements between the Trust and RRF\nLLLP have been eliminated in consolidation.\n\n \n\nThe\nTrust classified the Hotels as operating assets, but these assets are available for sale. At this time, the Trust is unable to predict\nwhen, and if, either of these will be sold. Neither the Tucson Hotel nor the Albuquerque Hotel is currently listed for sale, but the\nTrust is willing to consider offers for each Hotel. Each of the Hotels is being made available at a price that management believes is\nreasonable in relation to its current fair market value, earnings, profits, and replacement cost.\n\n \n\nPRINCIPLES\nOF CONSOLIDATION AND BASIS OF PRESENTATION\n\n \n\nThese\naudited condensed consolidated financial statements have been prepared by management in accordance with accounting principles in conformity\nwith accounting principles generally accepted in the United States of America (“GAAP”), and include all assets, liabilities,\nrevenues and expenses of the Trust and its subsidiaries, as listed in the table below. All material intercompany transactions and balances\nhave been eliminated. Certain items have been reclassified to conform to the current fiscal year presentation. The Trust exercises unilateral\ncontrol over the Partnership and the entities listed below. Therefore, the unaudited condensed financial statements of the Partnership\nand the entities listed below are consolidated with the Trust, and all intercompany transactions and balances have been eliminated.\n\n \n\n24\n\n \n\nSCHEDULE\nOF ENTITY OWNERSHIP PERCENTAGE\n\n \n\n  \nIHT OWNERSHIP % \n\nENTITY \nDIRECT  \nINDIRECT (i) \n\nAlbuquerque Suite Hospitality, LLC \n 21.90% \n - \n\nTucson Hospitality Properties, LLLP \n -  \n 51.69%\n\nRRF Limited Partnership \n 79.18% \n - \n\n \n\n(i)Indirect ownership is through the Partnership\n\n \n\nThe\nTrust has evaluated subsequent events through the date of the filing of its Form 10-K with the Securities and Exchange Commission. Other\nthan those events disclosed indicating the recovery of economic and business activity, and continuing progress by UniGen in seeking the\nnext round of financing and developing its innovative clean energy product, the Trust is not aware of any other significant events that\noccurred subsequent to the balance sheet date but prior to the filing of this report that would have a material impact on the Trust’s\nfinancial statements.\n\n \n\nAs\nthe general partner of the Partnership, the Trust exercises unilateral control over the Partnership. Therefore, the financial statements\nof the Partnership are consolidated with the Trust, and all significant intercompany transactions and balances have been eliminated.\n\n \n\nUnder\nAccounting Standards Codification (“ASC”) Topic 810-10-25, Albuquerque Suite Hospitality, LLC has been determined to be a\nvariable interest entity with the Partnership as the primary beneficiary (see Note 5 – “Variable Interest Entity”).\nTherefore, the financial statements of Albuquerque Suite Hospitality, LLC, are consolidated with the Trust, and all significant intercompany\ntransactions and balances have been eliminated.\n\n \n\nThe\nfinancial statements of the Partnership and Tucson Hospitality Properties, LLLP are consolidated with the Partnership and the Trust,\nand all significant intercompany transactions and balances have been eliminated.\n\n \n\nNON-CONTROLLING\nINTEREST\n\n \n\nNon-controlling\ninterest in the Trust represents the limited partners’ proportionate share of the capital and earnings of the Partnership and the\ntwo hotels. Income or loss is allocated to the non-controlling interest based on a weighted average ownership percentage in the entities\nthroughout the period, and capital is allocated based on the ownership percentage at year-end. Any difference between the weighted average\nand point-in-time allocations is presented as a reallocation of non-controlling interest as a component of shareholders’ equity.\nAs of January 31, 2026, non-controlling interest represented 48.31% interest in the InnSuites® hotel located in Tucson, Arizona,\n78.10% interest in the InnSuites® hotel located in Albuquerque, New Mexico, and 24.11% in the Partnership.\n\n \n\nPARTNERSHIP\nAGREEMENT\n\n \n\nThe\nPartnership Agreement of the Partnership provides for the issuance of two classes of Limited Partnership units, Class A and Class B.\nClass A and Class B Partnership units are identical in all respects. On January 31, 2026 and 2025, 194,317 and 211,755 Class A Partnership\nunits were outstanding, representing 1.51% and 1.60% of the total Partnership units, respectively. Additionally, as of January 31, 2026\nand 2025, 2,629,038 and 2,974,038 Class B Partnership units were outstanding to and owned by James Wirth, the Trust’s Chairman\nand Chief Executive Officer, and Mr. Wirth’s affiliates, representing 20.46% and 22.51% ownership in the Partnership. If all the\nClass A and B Partnership units were converted on January 31, 2026 and 2025, the limited partners in the Partnership would receive 2,823,355\nShares of Beneficial Interest of the Trust. As of January 31, 2026, and 2025, the Trust owns 10,025,724 general partner units in the\nPartnership, representing 79.18% and 75.89% of the total Partnership units.\n\n \n\nOn\nJanuary 31, 2026, the total IHT Shares of Beneficial Interest are 6,457,296. Total Class A and Class B RRF Limited Partnership units\nare 2,823,355. The total diluted shares that are convertible one for one is 9,280,651.\n\n \n\nLIQUIDITY\n\n \n\nThe\nTrust’s principal source of cash to meet its cash requirements is revenues from hotel room reservations and from RRF Management\nfees from the Tucson, Arizona and Albuquerque, New Mexico properties. The Trust’s liquidity, including our ability to make distributions\nto its shareholders, and to service debt, will depend upon the ability of the Trust and the Partnership’s ability to generate sufficient\ncash flow from hotel operations, as well as to generate funds from repayment of intercompany advances and sale of assets.\n\n \n\n25\n\n \n\n \n\nAt\na future date, the Trust may receive cash from hotel reservations, branding, and/or energy operations and/or full or partial refinance\nor sale of one or both hotels, and/or full or partial sale of its UniGen diversification investment.\n\n \n\nAs\nof January 31, 2026, the Trust had a related party Demand/Revolving Line of Credit/Promissory Note with an amount payable of approximately\n$1.15 million. The Demand/Revolving Line of Credit/Promissory Note accrues interest at 7.0% per annum and requires interest only payments.\nThe Demand/Revolving Line of Credit/Promissory Note has a maximum borrowing capacity to $2,500,000, which automatically renews annually.\nThis is a two-way Line of Credit, with both the Trust and an Affiliate lender having access to draw on the credit amount of up to $2,500,000\nfor either party.\n\n \n\nAs\nof January 31, 2026, the Trust had an amount payable of the Related Party Notes Payable of approximately $2,645,000.\n\n \n\nAs\nof January 31, 2026, the Trust had three Revolving lines of Credit totaling $250,000 with the Pima Federal Credit Union. The lines had\na zero balance as of January 31, 2026.\n\n \n\nWith\napproximately $350,000 of cash as of January 31, 2026, the availability of the combined $2,500,000 Advance to Affiliate credit facilities,\nand the $250,000 Revolving Line of Credit with Pima Federal Credit Union, the Trust believes that it has and will have enough cash on\nhand to meet all of the financial obligations as they become due for twelve months from the date of filing this 10-K. In addition, management\nis analyzing other strategic options available to the Trust, including the sale or refinance of one or both Hotel properties, one or\nmore reverse merger opportunities, or other investments. However, such transactions may not be available on terms that are favorable\nto the Trust, or at all.\n\n \n\nThere\ncan be no assurance that the Trust will be successful in a reverse merger, selling properties, merging, refinancing, or raising additional\nor replacement funds, or that these funds may be available on terms that are favorable to it. If the Trust is unable to raise additional\nor replacement funds, it may be required to sell or refinance certain of our assets to meet liquidity needs, which may not be on terms\nthat are favorable.\n\n \n\nSEASONALITY\nOF THE HOTEL BUSINESS\n\n \n\nThe\nHotels’ operations historically have been somewhat seasonal. The Tucson Arizona Hotel historically experiences the highest occupancy\nin the first Fiscal Quarter (the winter high season) and, to a lesser extent, the fourth Fiscal Quarter. The second Fiscal Quarter (summer\nlow season) historically tends to be the lowest occupancy period at this Arizona Hotel. This seasonality pattern can be expected to cause\nfluctuations in the Trust’s quarterly revenues. The Hotel located in Albuquerque, New Mexico historically experiences its most\nprofitable periods during the second and third Fiscal Quarters (the summer high season), providing some balance to the general seasonality\nof the Trust’s hotel business.\n\n \n\nThe\nseasonal nature of the Trust’s business increases its vulnerability to risks such as travel disruptions, labor force shortages\nand cash flow issues. Further, if an adverse event such as an actual or threatened virus pandemic, terrorist attack, international conflict,\ndata breach, regional economic downturn or poor weather should occur at either of its two hotels, the adverse impact to the Trust’s\nrevenues and profit could be significant.\n\n \n\n2.\nSUMMARY OF SIGNIFICANT ACCOUNTING POLICIES\n\n \n\nUSE\nOF ESTIMATES\n\n \n\nThe\npreparation of the audited condensed consolidated financial statements in conformity with GAAP requires management to make estimates\nand assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the\ndate of the audited condensed consolidated financial statements and the reported amounts of revenues and expenses during the reporting\nperiod. Actual results could differ from those estimates.\n\n \n\n26\n\n \n\n \n\nThe\nTrust’s operations are affected by numerous factors, including the economy, inflation, virus/pandemic, competition in the hotel\nindustry and the effect of the economy on the travel and hospitality industries. The Trust cannot predict if any of the above items will\nhave a significant impact in the future, nor can it predict what impact, if any, the occurrence of these or other events might have on\nthe Trust’s operations and cash flows. Significant estimates and assumptions made by management include, but are not limited to,\nthe estimated useful lives of long-lived assets and recoverability of long-lived assets and the fair values of the long-lived assets.\n\n \n\nPROPERTY\nAND EQUIPMENT\n\n \n\nFurniture,\nfixtures, building and improvements and hotel properties are stated at cost, except for land, and depreciated using the straight-line\nmethod over estimated lives ranging up to 40 years for buildings and improvements, and 3 to 10 years for furniture, fixtures and equipment.\n\n \n\nLand\nis an indefinite-lived asset. The Trust tests its land for impairment annually, or whenever events or changes in circumstances indicates\nan impairment may have occurred, by comparing its carrying value to its implied fair value.\n\n \n\nFor\ntax purposes the Trust takes advantage of accelerated depreciation methods (MACRS) for new capital additions and improvements to its\nHotels.\n\n \n\nManagement\napplies guidance ASC 360-10-35, to determine when it is required to test an asset for recoverability of its carrying value and whether,\nor not, an impairment exists. Under ASC 360-10-35, the Trust is required to test a long-lived asset for impairment when there is an indicator\nof impairment. Impairment indicators may include, but are not limited to, a drop in the performance of a long-lived asset, a decline\nin the hospitality industry or a decline in the economy. If an indicator of potential impairment is present, then an assessment is performed\nof whether the carrying amount of an asset exceeds its estimated undiscounted future cash flows over its estimated remaining life.\n\n \n\nIf\nthe estimated undiscounted future cash flows over the asset’s estimated remaining life are greater than the asset’s carrying\nvalue, no impairment is recognized; however, if the carrying value of the asset exceeds the estimated undiscounted future cash flows,\nthen the Trust would recognize an impairment expense to the extent the asset’s carrying value exceeds its fair value, if any. The\nestimated future cash flows are based upon, among other things, assumptions about expected future operating performance, and may differ\nfrom actual cash flows. Long-lived assets evaluated for impairment are analyzed on a property-specific basis independent of the cash\nflows of other groups of assets. Evaluation of future cash flows is based on historical experience and other factors, including certain\neconomic conditions, and committed future bookings. Management has determined no impairment is required of long-lived assets for the\nFiscal Years ended January 31, 2026, and January 31, 2025, respectively.\n\n \n\nCASH\n\n \n\nThe\nTrust believes it places its cash only with high credit quality financial institutions, although these balances periodically exceed federally\ninsured limits.\n\n \n\nCOST\nMETHOD INVESTMENT IN PRIVATE COMPANY STOCK\n\n \n\nInvestment\nin private company stock consists of equity securities recorded at fair value. Fair value is defined as the price that would be received\nto sell an asset in an orderly transaction between market participants at the measurement date. We analyze our marketable securities\nin accordance with Accounting Standard Codification 321 (“ASC 321”). Valuations for private company stock are based on quoted\nprices for identical assets in active markets. Where marketable securities were found not be part of an actively traded market, we made\na measurement alternative election and estimate the fair value at cost of the investment minus impairment.\n\n \n\nDuring\nthe Fiscal Year ended January 31, 2026, no warrants were exercised. As of January 31, 2026, the Trust owned 575,000 shares of common\nstock in UniGen Power, Inc. (UniGen), a non-affiliated privately held entity, at a cost of $668,750. As of January 31, 2026, the Trust\naccounted for such securities at cost minus impairment due to the investment not being traded on an active market noting that UniGen\nhad limited operations and was still in the start-up and research and development stage. Management believes recording the investment\nat cost approximates fair value since there have been no significant changes in the operations of UniGen and UniGen’s projects\nare still in the R&D phase.\n\n \n\n27\n\n \n\n \n\nREVENUE\nRECOGNITION\n\n \n\nHotel\nand Operations\n\n \n\nRevenues\nare primarily derived from the sources below and are recognized as services are rendered and it is probable that the entity will collect substantially all of the consideration.\nAmounts received in advance of revenue recognition are considered deferred liabilities and are generally not significant.\n\n \n\nRevenues\nprimarily currently consist of room rentals, food and beverage sales, management and trademark fees and other miscellaneous revenues\nfrom our properties. Revenues are recorded when rooms are occupied and when food and beverage sales are delivered. Management and trademark\nfees include a monthly accounting fee and a percentage of hotel room revenues for managing the daily operations of the Hotels.\n\n \n\nEach\nroom night consumed by a guest with a cancellable reservation represents a contract whereby the Trust has a performance obligation to\nprovide the room night at an agreed upon price. For cancellable reservations, the Trust recognizes revenue as each performance obligation\n(i.e., each room night) is met. Such contract is renewed if the guest continues their stay. For room nights consumed by a guest with\na non-cancellable reservation, the entire reservation period represents the contract term whereby the Trust has a performance obligation\nto provide the room night or nights at an agreed upon price. For non-cancellable reservations, the Trust recognizes revenue over the\nterm of the performance period (i.e., the reservation period) as room nights are consumed. For these reservations, the room rate is typically\nfixed over the reservation period. The Trust uses an output method based on performance completed to date (i.e., room nights consumed)\nto determine the amount of revenue it recognizes on a daily basis if the length of a non-cancellable reservation exceeds one night since\nconsumption of room nights indicates when services are transferred to the guest. In certain instances, variable consideration may exist\nwith respect to the transaction price, such as discounts, coupons and price concessions made upon guest checkout.\n\n \n\nIn\nevaluating its performance obligation, the Trust bundles the obligation to provide the guest the room itself with other obligations (such\nas free Wi-Fi, complimentary breakfast, and high-speed internet), as the other obligations are not distinct and separable because the\nguest cannot benefit from the additional amenities without the consumed room night. The Trust’s obligation to provide the additional\nitems or services is not separately identifiable from the fundamental contractual obligation (i.e., providing the room and its contents).\nThe Trust has no performance obligations once a guest’s stay is complete.\n\n \n\nWe\nare required to collect certain taxes and fees from customers on behalf of government agencies and remit these back to the applicable\ngovernmental agencies on a periodic basis. We have a legal obligation to act as a collection agent. We do not retain these taxes and\nfees and, therefore, they are not included in revenues. We record a liability when the amounts are collected and relieve the liability\nwhen payments are made to the applicable taxing authority or other appropriate governmental agency.\n\n \n\nACCOUNTS\nRECEIVABLES PER ASC 326\n\n \n\nAccounts\nreceivable are derived from guest stays and other reservations at the Hotels, and are recorded at the invoiced amount. The Trust accounts for credit losses under ASC Topic 326, which requires\nan estimate of expected credit losses over the contractual life of the receivables. The Trust utilizes an aging matrix to estimate the\nallowance, pooling receivables with similar risk characteristics. This methodology is based on historical loss experience, adjusted for\ncurrent market conditions and reasonable and supportable forecasts of future economic conditions that may affect the guests’ ability\nto pay. Accounts receivable are\nwritten off when collection efforts have been exhausted and they are deemed uncollectible. Recoveries, if any, of receivables previously\nwritten off are recorded when received. The Trust does not charge interest on accounts receivable balances and these receivables are\nunsecured. There is $7,000 and $4,000 in the allowance for expected credit losses for the Fiscal Years ended January 31, 2026 and 2025.\n\n \n\n28\n\n \n\n \n\nLEASE\nACCOUNTING\n\n \n\nThe\nTrust determines, at the inception of a contract, if the arrangement is a lease and whether it meets the classification criteria for\na finance or operating lease. Right of Use (ROU), assets represent the Trust’s right to use an underlying asset during the lease\nterm and lease liabilities represent the Trust’s obligation to make lease payments arising from the lease. ROU assets and lease\nliabilities are recognized at commencement date based on the present value of fixed lease payments over the lease term. ROU assets also\ninclude any advance lease payments and exclude lease incentives. As most of the Trust’s operating leases do not provide an implicit\nrate, the Trust uses its incremental borrowing rate based on information available at commencement date in determining the present value\nof lease payments. Finance lease agreements generally include an interest rate that is used to determine the present value of future\nlease payments. Operating fixed lease expense and finance lease depreciation expense are recognized on a straight-line basis over the\nlease term (see Note 16).\n\n \n\nTRUSTEE\nSTOCK-BASED COMPENSATION\n\n \n\nThe\nTrust has an employee equity incentive plan, which is described more fully in Note 23 - “Share-Based Payments.” The three\nindependent members of the Board of Trustees each earn 6,000 IHT fully paid restricted Shares per year. All shares vest over one year\nfrom date of grant. The Trust has paid the annual fees due to its Trustees by issuing Shares of Beneficial Interest out of its authorized\nbut unissued Shares. Upon issuance, the Trust recognizes the shares as outstanding. The Trust recognizes expense related to the issuance\nbased on the fair value of the shares upon the date of the restricted share grant and amortizes the expense equally over the period during\nwhich the shares vest to the Trustees. From time to time, the Trustees and key employees receive one-time fully paid restricted share\ngrants, as well.\n\n \n\nAdditionally,\nin Fiscal Year 2024 (February 1, 2023 to January 31, 2024), 3,000 IHT Restricted Shares were issued to each of the Trust’s three\naccountants, and 2,000 restricted IHT Shares to each of three IHT employees. The shares were fully vested at January 31, 2026.\n\n \n\nThe\nfollowing table summarizes restricted share activity during Fiscal Years 2025 and 2026.\n\n \n\nSUMMARIZES OF RESTRICTED SHARE ACTIVITY\n\n  \nRestricted Shares \n\n  \nShares  \nPrice on Date of Grant \n\nBalance at January 31, 2022 \n -  \n - \n\nGranted \n 38,000  \n$2.08 \n\nVested \n (38,000) \n$2.08 \n\nForfeited \n -  \n   \n\nBalance of unvested awards at January 31, 2023 \n -  \n   \n\n  \n    \n   \n\nGranted \n 46,000  \n$1.20 \n\nVested \n (40,480) \n$1.20 \n\nBalance of unvested awards at January 31, 2024 \n 5,520  \n   \n\n  \n    \n   \n\nGranted \n -  \n   \n\nVested \n (5,520) \n$1.20 \n\nBalance of unvested awards at January 31, 2025 \n -  \n   \n\n  \n    \n   \n\nGranted \n 18,000  \n   \n\nVested \n (18,000) \n$1.20 \n\nBalance of unvested awards at January 31, 2026 \n -  \n   \n\n \n\nTREASURY\nSTOCK\n\n \n\nTreasury\nstock is carried at cost, including any brokerage commissions paid to repurchase the shares. Any shares issued from treasury stock are\nremoved at cost, with the difference between cost and fair value at the time of issuance recorded against Shares of Beneficial Interest.\n\n \n\n29\n\n \n\n \n\nINCOME\nTAXES\n\n \n\nThe\nTrust is subject to federal and state corporate income taxes, and accounts for deferred taxes utilizing an asset and liability method\nwhereby deferred tax assets are recognized for deductible temporary differences and deferred tax liabilities are recognized for taxable\ntemporary differences. Temporary differences are the differences between the reported amounts of assets and liabilities and their tax\nbases. Deferred tax assets are reduced by a valuation allowance when it is determined to be more likely than not that some portion, or\nall of the deferred tax assets will not be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax\nlaws and rates on the date of enactment (see Note 18).\n\n \n\nDIVIDENDS\nAND DISTRIBUTIONS\n\n \n\nIn\nFiscal Years 2026 and 2025, the Trust paid a semi-annual dividend of $0.01 per share each, at the beginning of the first Fiscal quarter\nand at the end of the second Fiscal quarter for a total annual dividend of $0.02 for each Fiscal Year in the amounts of approximately\n$182,000 and $178,000, respectively. The Trust previously had a policy of one Annual Dividend per Fiscal Year, typically in early February\nof the Fiscal Year. The Board may consider returning to an annual dividend potentially providing additional cash for diversified investments.\nThe Trust’s long-term ability to pay dividends is largely dependent upon the operations of the Hotels, and/or sale of assets. The\nTrust has paid uninterrupted dividends annually for 56 consecutive years since the Trust was formed in 1971, and listed with the NYSE.\n\n \n\nNET\nINCOME PER SHARE\n\n \n\nBasic\nand diluted net income per Share of Beneficial Interest is computed based on the weighted-average number of Shares of Beneficial Interest\nand potentially dilutive securities outstanding during the period. Dilutive securities are limited to the Class A and Class B units of\nthe Partnership, which are convertible into 3,185,793 Shares of the Beneficial Interest, as discussed in Note 1.\n\n \n\nFor\nthe Fiscal Years ended January 31, 2026 and 2025, there were Class A and Class B Partnership units outstanding, which are convertible\ninto Shares of Beneficial Interest of the Trust. Assuming conversion at the beginning of each period, the aggregate weighted-average\nof these Shares of Beneficial Interest would have been 2,823,355 and 3,185,793 in addition to the basic shares outstanding for the years\nended January 31, 2026 and 2025. These Shares of Beneficial Interest issuable upon conversion of the Class A and Class B Partnership\nunits were anti-dilutive during the years ended January 31, 2026 and 2025 and are excluded in the calculation of diluted earnings per\nshare for those periods.\n\n \n\nSEGMENT\nREPORTING\n\n \n\nIt\nhas been determined that the Trust hotel ownership, Operations, and Management Services are comprised of one reportable segment, Hotel\nOperations & Hotel Management Services (continuing operations) segment that has ownership interest in two hotel properties with an\naggregate of 270 suites in Arizona and New Mexico.\n\n \n\nThe\nTrust’s chief operating decision maker (“CODM”) is its Chief Executive Officer. The accounting policies of the Hotel\nOperations and Hotel Management Services segment are as described in the summary of significant accounting policies. The CODM evaluates\nthe performance of the Hotel Operations and Hotel Management Services segment based on the Company’s net income (loss) as reported\nin the Statements of Operations. The Trust’s segment assets are reported on the Balance Sheets.\n\n \n\nThe\nCODM reviews performance based on gross profit, operating profit, net earnings and net earnings. Operating profit is reviewed to monitor\nthe operating and administrative expenses of the Trust. Profitability is important to the Trust’s ability to grow and expand operations\nand strategic initiatives. The Trust does not have any operations or sources of revenue outside of the United States. The Trust does\nnot have any customer representing more than 10% of total revenues for any period presented. Accordingly, the CODM considers the revenue,\noperating expenses, and other income (expenses) of our single operating segment as reported on the statement of operations and considers\nour current and total assets as recorded on the balance sheet. There are no additional expense or asset information that are supplemental\nto those disclosed in these consolidated financial statements that are regularly provided to the CODM.\n\n \n\nThe\nTrust has chosen to focus its hotel investments on the southwest region of the United States. The CODM does not review assets by geographical\nregion; therefore, no income statement or balance sheet information by geographical region is provided.\n\n \n\nADVERTISING\nCOSTS\n\n \n\nAmounts\nincurred for advertising costs are expensed as incurred. Advertising expense totaled approximately $274,000 and $311,000 for the twelve\nmonths ended January 31, 2026 and 2025, respectively, and is reported in the consolidated Statement of Operations.\n\n \n\n30\n\n \n\n \n\nCONCENTRATION\nOF CREDIT RISK\n\n \n\nCredit\nrisk is the risk of an unexpected loss if a third party to a financial instrument fails to meet its contractual obligations. Financial\ninstruments that potentially subject the Trust to a concentration of credit risk consist primarily of cash and cash equivalents. Management’s\nassessment of the Trust’s credit risk for cash and cash equivalents is low as cash and cash equivalents are held in financial institutions\nbelieved to be credit worthy. The Trust limits its exposure to credit loss by placing its cash with various major financial institutions\nand invests only in short-term obligations.\n\n \n\nWhile\nthe Trust is exposed to credit losses due to the non-performance of its counterparties, the Trust considers the risk of this remote.\nThe Trust estimates its maximum credit risk for accounts receivable at the amount recorded on the balance sheet.\n\n \n\nFAIR\nVALUE OF FINANCIAL INSTRUMENTS\n\n \n\nFor\ndisclosure purposes, fair value is determined by using available market information and appropriate valuation methodologies. Fair value\nis defined as the price that would be received from the sale of an asset or paid to transfer a liability (an exit price) in an orderly\ntransaction between market participants in the principal or most advantageous market for the asset or liability. The fair value framework\nspecifies a hierarchy of valuation techniques, which is based on whether the inputs into the valuation technique are observable or unobservable.\nThe fair value hierarchy levels are as follows:\n\n \n\n \n●\nLevel\n1 – Valuation techniques in which all significant inputs are unadjusted quoted prices from active markets for assets or liabilities\nthat are identical to the assets or liabilities being measured.\n\n \n \n \n\n \n●\nLevel\n2 – Valuation techniques in which significant inputs include quoted prices from active markets for assets or liabilities that\nare similar to the assets or liabilities being measured and / or quoted prices for assets or liabilities that are identical or similar\nto the assets or liabilities being measured from markets that are not active. Also, model-derived valuations in which all significant\ninputs and significant value drivers are observable in active markets are level 2 valuation techniques.\n\n \n \n \n\n \n●\nLevel\n3 – Valuation techniques in which one or more significant inputs or significant value drivers are unobservable. Unobservable\ninputs are valuation technique inputs that reflect a company’s own judgments about the assumptions that market participants\nwould use in pricing an asset or liability.\n\n \n\nThe\nTrust has assets that are carried at fair value on a recurring basis, including stock and warrants in a 3rd party private\ncompany on the audited condensed consolidated balance sheet.\n\n \n\nDue\nto their short maturities, the carrying value of cash and cash equivalents, accounts receivable, accounts payable and accrued expenses\napproximate fair value. The fair value of mortgage notes payable, notes payable to banks and notes and advances payable to related parties\nis estimated by using the current rates which would be available for similar loans having the same remaining maturities and are based\non level 2 inputs.\n\n \n\nOTHER\nRECENT PRONOUNCEMENTS\n\n \n\nOther\nrecent accounting pronouncements issued by the FASB (including its Emerging Issues Task Force) and the SEC did not or are not believed\nby management to have a material impact on the Company’s present or future consolidated financial statements.\n\n \n\n3.\nSALE OF OWNERSHIP INTERESTS IN ALBUQUERQUE SUBSIDIARY\n\n \n\nOn\nJuly 22, 2010, the Board of Trustees unanimously approved, with Mr. Wirth abstaining, for the Partnership to enter into an agreement\nwith Rare Earth Financial, LLC (“Rare Earth”), an affiliate of Mr. Wirth, to sell units in Albuquerque Suite Hospitality,\nLLC (the “Albuquerque entity”), which owns and operates the Albuquerque, New Mexico hotel property. Under the agreement,\nRare Earth agreed to either purchase or bring in other investors to purchase at least 49% of the membership interests in the Albuquerque\nentity and the parties agreed to restructure the operating agreement of the Albuquerque entity. A total of 400 units were available for\nsale for $10,000 per unit, with a two-unit minimum subscription. On September 24, 2010, the parties revised the Amended and Restated\nOperating Agreement to name Rare Earth as the administrative member of the Albuquerque entity in charge of the day-to-day management.\n\n \n\n31\n\n \n\n \n\nOn\nDecember 9, 2013, the Trust entered into an updated restructuring agreement with Rare Earth to allow for the sale of additional interest\nunits in the Albuquerque entity for $10,000 per unit. Under the updated restructuring agreement, Rare Earth agreed to either purchase\nor bring in other investors to purchase up to 150 (and potentially up to 190 if the overallotment is exercised) units. Under the terms\nof the updated restructuring agreement, the Trust agreed to hold at least 50.1% of the outstanding units in the Albuquerque entity, on\na post-transaction basis, and intends to maintain this minimum ownership percentage through the purchase of units under this offering.\nThe Board of Trustees approved this restructuring on December 9, 2013. The units in the Albuquerque entity are allocated to three classes\nwith differing cumulative discretionary priority distribution rights through December 31, 2015. Class A units are owned by unrelated\nthird parties and have priority for distributions. Class B units are owned by the Trust and have second priority for distributions. Class\nC units are owned by Rare Earth or other affiliates of Mr. Wirth and have the lowest priority for distributions from the Albuquerque\nentity. Priority distributions of $700 per unit per year were cumulative until December 31, 2015; however, after December 31, 2015 Class\nA unit holders continue to hold a preference on distributions over Class B and Class C unit holders. The Trust does not accrue for these\ndistributions as the preference periods have expired.\n\n \n\nThe\nTrust has sold non-controlling interests in certain subsidiaries, including Albuquerque Suite Hospitality, LLC (the “Albuquerque\nentity”) and Tucson Hospitality Properties, LLLP (the “Tucson entity, which sales are described in detail in our Annual Report\non Form 10-K filed on April 8, 2024, with the Securities and Exchange Commissions. Generally, interests have sold for $10,000 per unit\nwith a two-unit minimum subscription. The Trust maintains at least 50.1% of the units in one of the entities and intends to maintain\nthis minimum ownership percentage. Generally, the units in the each of the entities are allocated to three classes with differing cumulative\ndiscretionary priority distribution rights through a certain time period. Class A units are owned by unrelated third parties and have\npriority for distributions. Class B units are owned by the Trust and have second priority for distributions. Class C units are owned\nby Rare Earth or other affiliates of Mr. Wirth and have the lowest priority for distributions. Priority distributions of $700 per unit\nper year are cumulative until a certain date; however, after that date, generally Class A unit holders continue to hold a preference\non distributions over Class B and Class C unit holders. The Trust does not accrue for these distributions as the preference periods have\nexpired.\n\n \n\nOn\nFebruary 15, 2017, the Trust and Partnership entered into a restructuring agreement with Rare Earth Financial, LLC (“REF”)\nto allow for the sale of non-controlling partnership units in Albuquerque Suite Hospitality LLC (“Albuquerque”) for $10,000\nper unit, which operates the Best Western InnSuites Albuquerque Hotel and Suites Airport hotel property, a 112 unit hotel in Albuquerque,\nNew Mexico (the “Property”). REF and IHT restructured the Albuquerque Membership Interest by creating 250 additional Class\nA membership interests from General Member majority-owned to accredited investor member-owned. In the event of sale of 250 Class A Interests,\ntotal interests outstanding changed from 550 to 600 with Class A, Class B and Class C Limited Liability Company Interests (referred to\ncollectively as “Interests”) restructured with IHT selling approximately 200 Class B Interests to accredited investors as\nClass A Interest. REF, as an Administrative Manager of Albuquerque, coordinating the offering and sale of Class A Interests to qualified\nthird parties. REF, IHT, and other REF Affiliates may purchase Interests from time to time. Rare Earth, as a General Partner of the Albuquerque\nentity, will coordinate the offering and sale of Class A Interests to qualified third parties. Rare Earth and other Rare Earth affiliates\nmay purchase Interests under the offering. As part of this offering, Rare Earth was paid $200,000 for a restructuring fee which was recorded\nin Equity. This restructuring is part of the Trust’s Equity Enhancement Plan to comply with Section 1003(a)(iii) of the NYSE American\nCompany Guide. For the Fiscal Year ending January 31, 2026 and 2025, the Trust purchased a net of 0 units, and sold 2 units, respectively.\n\n \n\nAs\nof January 31, 2026, the Trust held a 21.90% ownership interest, or 132.5 Class B units, in the Tucson entity, Mr. Wirth and his affiliates\nheld a 0.17% interest, or approximately 1 Class C units, and other parties held a 77.93% interest, or approximately 471.5 Class A units.\nFor the Fiscal Year ended January 31, 2026, the Albuquerque entity made quarterly Priority Return payments.\n\n \n\n4.\nSALE OF OWNERSHIP INTERESTS IN TUCSON HOSPITALITY PROPERTIES SUBSIDIARY\n\n \n\nOn\nFebruary 17, 2011, the Partnership entered into a restructuring agreement with Rare Earth to allow for the sale of non-controlling interest\nunits in Tucson Hospitality Properties, LP (the “Tucson entity”), which operates the Tucson Oracle hotel property, then wholly\nowned by the Partnership. Under the agreement, Rare Earth agreed to either purchase or bring in other investors to purchase up to 250\nunits, which represents approximately 41% of the outstanding limited partnership units in the Tucson entity, on a post-transaction basis,\nand the parties agreed to restructure the limited partnership agreement of the Tucson entity. The Board of Trustees approved this restructuring\non January 31, 2011.\n\n \n\n32\n\n \n\n \n\nOn\nOctober 1, 2013, the Partnership entered into an updated restructured limited partnership agreement with Rare Earth to allow for the\nsale of additional Partnership interest units in the Tucson entity for $10,000 per unit. Under the agreement, Rare Earth agreed to either\npurchase or bring in other investors to purchase up to 160 (and potentially up to 200 if the overallotment is exercised) units. Under\nthe terms of the updated restructuring agreement, the Partnership agreed to hold at least 50.1% of the outstanding limited partnership\nunits in the Tucson entity, on a post-transaction basis, and intends to maintain this minimum ownership percentage through the purchase\nof units under this offering. The Board of Trustees approved this restructuring on September 14, 2013. The limited partnership interests\nin the Tucson entity are allocated to three classes with differing cumulative discretionary priority distribution rights through June\n30, 2017. Class A units are owned by unrelated third parties and have priority for distributions. Class B units are owned by the Partnership\nand have second priority for distributions. Class C units are owned by Rare Earth or other affiliates of Mr. Wirth and have the lowest\npriority for distributions from the Tucson entity. Priority distributions of $700 per unit per year are cumulative until June 30, 2016;\nhowever, after June 30, 2016 Class A unit holders continue to hold a preference on distributions over Class B and Class C unit holders.\nThe Trust does not accrue for these distributions as the preference periods have expired.\n\n \n\nIf\ncertain triggering events related to the Tucson entity occur prior to the payment of all accumulated distributions to its members, such\naccumulated distributions will be paid out of any proceeds of the event before general distribution of the proceeds to the members. In\nthe event that funds generated from a triggering event are insufficient to pay the total amount of all such accumulated distributions\nowed to the members, all Class A members will participate pro rata in the funds available for distribution to them until paid in full,\nthen Class B, and then Class C. After all investors have received their initial capital plus a 7% per annum simple return, any additional\nprofits will be allocated 50% to Rare Earth, with the remaining 50% allocated proportionately to all unit classes. Rare Earth also received\na restructuring fee of $128,000, conditioned upon and arising from the sale of the first 100 units in the Tucson entity following the\nOctober 1, 2013 restructuring. The Tucson entity plans to use its best efforts to pay the discretionary priority distributions. The Trust\ndoes not guarantee and is not otherwise obligated to pay the cumulative discretionary priority distributions. RRF LLLP will continue\nto provide management, licensing and reservation services to the Tucson, Arizona property, as well as the Albuquerque, New Mexico property.\n\n \n\nAs\nof January 31, 2026, the Partnership held a 51.69% ownership interest, or 413.5 Class B units, in the Tucson entity, Mr. Wirth and his\naffiliates held a 0.25% interest, or approximately 2 Class C units, and other parties held a 48.06% interest, or approximately 384.5\nClass A units. For the Fiscal Year ended January 31, 2026, the Tucson entity paused quarterly Priority Return payments.\n\n \n\n5.\nVARIABLE INTEREST ENTITIES\n\n \n\nManagement\nevaluates the Trust’s explicit and implicit variable interests to determine if they have any interests in variable interest entities\n(“VIEs”). Variable interests are contractual, ownership, or other pecuniary interests in an entity whose value changes with\nchanges in the fair value of the entity’s net assets, exclusive of variable interests. Explicit variable interests are those which\ndirectly absorb the variability of a VIE and can include contractual interests such as loans or guarantees as well as equity investments.\nAn implicit variable interest acts the same as an explicit variable interest except it involves the absorbing of variability indirectly,\nsuch as through related party arrangements or implicit guarantees. The analysis includes consideration of the design of the entity, its\norganizational structure, including decision making ability over the activities that most significantly impact the VIE’s economic\nperformance. GAAP requires a reporting entity to consolidate a VIE when the reporting entity has a variable interest, or combination\nof variable interest, that provides it with a controlling financial interest in the VIE. The entity that consolidates a VIE is referred\nto as the primary beneficiary of that VIE.\n\n \n\nThe\nPartnership has determined that the Albuquerque entity is a variable interest entity with the Partnership as the primary beneficiary\nwith the ability to exercise control, as determined under the guidance of ASC Topic 810-10-25. In its determination, management considered\nthe following qualitative and quantitative factors:\n\n \n\na)\nThe Partnership, Trust, and their related parties, which share common ownership and management, have guaranteed material financial obligations\nof the Albuquerque hotel.\n\n \n\nb)\nThe Partnership, Trust and their related parties have maintained, as a group, a controlling ownership interest in the Albuquerque hotel,\nwith the largest ownership belonging to the Trust.\n\n \n\nc)\nThe Partnership, Trust and their related parties have maintained control over the decisions which most impact the financial performance\nof the Albuquerque hotel, including providing the personnel to operate the property daily.\n\n \n\n33\n\n \n\n \n\nDuring\nthe Fiscal Years ended January 31, 2026, and January 31, 2025, neither the Trust nor the Partnership have provided any implicit or explicit\nfinancial support for which they were not previously contracted, respectively. Both the Partnership and the Trust provided mortgage loan\nguarantees which allow our properties to obtain new financing as needed, including the refinance of the Tucson Hotel on March 29, 2022.\n\n \n\nThe\nfollowing table includes assets that can only be used to settle the liabilities of Albuquerque Suites Hospitality LLC (Albuquerque Hotel)\nand the creditors have no recourse to the Trust. These assets and liabilities, with the exception of the intercompany accounts, which\nare eliminated upon consolidation with the Trust, are included in the accompanying consolidated balance sheets.\n\n SCHEDULE OF VARIABLE INTEREST ENTITIES\n\n  \n2026  \n2025 \n\n  \nFor the Years Ended \n\n  \nJanuary 31, \n\n  \n2026  \n2025 \n\nAssets \n    \n   \n\nCash \n$52,183  \n$(24,551)\n\nAccounts Receivable \n 1,929  \n (23,757)\n\nPrepaid Expenses and Deposits \n 35,852  \n 4,129 \n\nEmployee Retention Credit \n 616,764  \n 616,764 \n\nHotel Properties, Net \n 837,396  \n 940,421 \n\nOperating Lease -Right of Use \n 2,045,563  \n 2,067,761 \n\n  \n    \n   \n\nTotal Assets \n$3,589,687  \n$3,580,767 \n\n  \n    \n   \n\nLiabilities \n    \n   \n\nAccounts Payable and Accrued Expenses \n$1,508,887  \n$1,532,757 \n\nOperating Lease Liability (ASC 842) \n 2,202,995  \n 2,229,807 \n\nMortgage Notes Payable \n 1,114,598  \n 1,156,433 \n\nTotal Liabilities \n$4,826,480  \n$4,918,997 \n\n  \n    \n   \n\nEquity \n (1,236,793) \n (1,338,230)\n\n  \n    \n   \n\nLiabilities & Equity \n$3,589,687  \n$3,580,767 \n\n \n\n6.\nNOTES RECEIVABLE\n\n \n\n**Sale\nof IBC Hospitality Technologies; IBC Hotels LLC (IBC)**\n\n \n\nOn\nAugust 15, 2018 InnSuites Hospitality Trust (IHT) entered into a final sale agreement of its technology subsidiary, IBC Hotels LLC (IBC),\nto an unrelated third-party buyer (Buyer). As a part of the amended sale agreement, the Trust received a secured promissory note adjusted\nto the principal amount of $1,925,000 with interest to be accrued at 3.75% per annum, which is recorded in the accompanying consolidated\nbalance sheet in continuing operations, which was subsequently adjusted to 3.25%, due in 2030.\n\n \n\n \n●\nNo\ninterest accrued through May 2024, and no payments on the note receivable including principal and interest based on the previously\nextended time period were due through May 2024.\n\n \n \n \n\n \n●\nNote\nis secured by (1) pledge of the Buyer’s interest in IBC, and (2) a security interest in all assets of IBC, provided IHT shall\nagree to subordinate such equity interest to commercially reasonable debt financing upon request.\n\n \n \n \n\n \n●\nIf\nIBC closes an equity transaction with net proceeds to IBC in excess of $2,500,000, IBC/Buyer shall pay or pre-pay to IHT an amount\nequal to (a) 50% of the net proceeds received by IBC and (b) 50% of the sum of the unpaid balance of the note and accrued interest\naccrued but unpaid interest thereon, as the date of receipt of the net proceeds by IBC.\n\n \n \n \n\n \n●\nThe\nnote has been extended further and modified.\n\n \n\n34\n\n \n\n \n\n \n●\nFuture\npayments on this note are shown in the table below.\n\nSCHEDULE\nOF FUTURE PAYMENTS OF DEBT  \n\nFISCAL YEAR \n  \n\n2030 \n 1,925,000 \n\nTotal \n$1,925,000 \n\n \n\n \n●\nManagement’s\nbest, conservative valuation of IBC’s assets, and their marketability, in the case of a default by the Buyer.\n\n \n \n\n \n●\n\nThere\nwere past negative impact of the COVID-19 pandemic, on the travel and hospitality industry,\nin which IBC’s reservation and booking technology operates. IHT strongly believes the\nIBC business model is sound and viable, partly because IBC focus is on independent hotels.\nHalf of the world’s hotels are non-affiliated hotels. There are only two major hotel\nreservation systems, both with multi-billion dollar valuation, which are both focused on\naffiliated hotels.\n\n \n\n \n●\nIBC\nwas purchased by an affiliate of the Trust Chairman with modified terms and maturity date. The RRF subsidiary of the Trust now manages\nIBC Hotels, with a five-year option to buy at cost.\n\n \n\nRare\nEarth Financial LLC (REF), an affiliate majority-owned by our President and CEO, James Wirth, entered into an agreement with the Obasa\nGroup of Companies, on March 5, 2025, to purchase 102037739 Saskatchewan Ltd, and its subsidiary IBC. RRF LLLP, a subsidiary of IHT,\nagreed to become the Management Company of IBC, in an effort to rekindle earlier operations that were partially successful, until the\nCovid-19 pandemic in early 2020. The Note Payable to IHT was extended until June 30, 2030, with interest to be paid at 3.25%. REF intends\nto make any outstanding interest payments potentially due in Fiscal Year 2027 (February 1, 2026 to January 31, 2027). As part of the\nManagement Agreement, RRF obtained a five-year option to purchase IBC at the net cost of REF. If the rekindling of IBC is successful,\nthis option could prove to be a valuable asset of IHT in the future.\n\n \n\nAs\nof January 31, 2026, management evaluated the carrying value of the note determined no impairment is needed at this time.\n\n \n\n7.\nCONVERTIBLE NOTE RECEIVABLE, COMMON STOCK AND WARRANTS IN UNIGEN POWER, INC.\n\n \n\nOn\nDecember 16, 2019, the Trust entered into a Convertible Debenture Purchase Agreement with UniGen Power Inc. (“UniGen”).\n\n \n\nThe\nTrust purchased secured convertible debentures (“Debentures”) in the aggregate amount of $1,000,000 (the “Loan Amount”)\nat an annual interest rate of 6% (approximately $15,000 per quarter). The Debentures are convertible into 1,000,000 Class A shares of\nUniGen Common Stock at an initial conversion rate of $1.00 per share.\n\n \n\nUniGen\nissued the Trust common stock purchase warrants (the “Debenture Warrants”) to purchase up to 1,000,000 shares of Class A\nCommon Stock. The Debenture Warrants are exercisable at an exercise price of $1.00 per share of Class A Common Stock, with an expiration\nextended warrant date of June 30, 2029.\n\n \n\nUniGen\nalso issued the Trust additional common stock purchase warrants (“Additional Warrants”) to purchase up to 500,000 shares\nof UniGen Class A Common Stock. The Additional Warrants are exercisable at an exercise price of $2.25 per share of Class A Common Stock,\nwith an expiration extended warrant date of June 30, 2029.\n\n \n\nThe\ntotal of all stock ownership upon conversion of the note receivable is 1 million shares and if all stock warrants are exercised, shares\nfrom conversion of the note receivable and shares from the exercise of warrants could total approximately 2 million UniGen shares, which\namounts up to approximately 15-20% of fully diluted UniGen equity.\n\n \n\nCertain\nstock option warrants have expired, but may be extended to secure additional funds as part of the current UniGen effort to raise additional\ncapital, and complete the first two prototypes.\n\n \n\nOn\nthe Trust’s balance sheet, the investment of the $1,000,000 consists of approximately $700,000 in note receivables and approximately\n$300,000 as the fair value of the warrant issued with the Trust’s investment in UniGen. The value of the premium related to the\nfair value of the warrants will accrete over the life of the debentures.\n\n \n\nThe\nvalue of the warrants issued with the note receivable was based on Black-Scholes pricing model based on the following inputs:\n\n SCHEDULE\nOF WARRANTS VALUATION ASSUMPTIONS\n\nDebenture\nWarrants\n\n \n\nType of option \nCall option \n\nStock price \n$2.25 \n\nExercise (Strike) price \n$1.00 \n\nTime to maturity (years) \n 2.0 \n\nAnnualized risk-free rate \n 1.630%\n\nAnnualized volatility \n 27.43%\n\n \n\n35\n\n \n\n \n\nAdditional\nWarrants\n\n \n\nType of option \nCall option \n\nStock price \n$2.25 \n\nExercise (Strike) price \n$2.25 \n\nTime to maturity (years) \n 3.0 \n\nAnnualized risk-free rate \n 1.630%\n\nAnnualized volatility \n 27.43%\n\n \n\nIf\nall notes are converted and all available but not outstanding warrants exercised, IHT could hold up to approximately 15-20% of UniGen\nfully diluted equity ownership.\n\n \n\nDuring\nthe year ended January 31, 2025, the Trust reinvested $35,000 of interest income to exercise 35,000 warrants for 35,000 shares of common\nstock in UniGen. These warrants were exercised entirely in the First Fiscal Quarter of 2025, during the three months ended April 30,\n2024.\n\n \n\nDuring\nthe Second Fiscal Quarter (May 1, 2024 to July 31, 2024), three months ended July 31, 2024, as well as the Third Fiscal Quarter (August\n1, 2024 to October 31, 2024), three months ended October 31, 2024, and Fourth Fiscal Quarter (November 1, 2024 to January 31, 2025),\nthe Trust did not receive any interest income from UniGen.\n\n \n\nThe\nsecond convertible debenture has matured with principal and unpaid accrued interest due, subject to restructuring.\n\n \n\nAs\nof January 31, 2026, IHT held 575,000 common shares of UniGen, purchased at a cost of $668,750.\n\n \n\nDuring the fiscal year ended January 31, 2026, the\nTrust evaluated its cost-method investment in UniGen common stock for impairment under ASC 321 and concluded that indicators of impairment\nwere present, including UniGen’s continued pre-revenue status, the slower-than-anticipated pace of engineering completion (61% complete\nas of the reporting date), and UniGen’s ongoing need to raise additional capital to fund commercialization of its first prototypes.\nBased on management’s assessment, the Trust recorded an impairment charge of $222,917 during the year ended January 31, 2026, reducing\nthe carrying value of its 575,000 shares of UniGen common stock from a cost basis of $668,750 to $445,833. The impairment charge is included\nin Other Income (Expense) in the Consolidated Statements of Operations.\n\n \n\nThe convertible debenture receivable was separately\nevaluated for impairment as of January 31, 2026 and no impairment was recorded against the note. Following the impairment of the common\nstock, management believes the post-impairment carrying value of $445,833 approximates fair value, recognizing that UniGen’s projects\nremain in the developmental R&D phase and that further changes in UniGen’s commercialization progress or capital-raising efforts\ncould result in additional impairment in future periods.\n\n \n\nUniGen\nPower Inc. (UPI), progress of the UPI efficient clean energy innovation is as follows:\n\n \n\n1.\nUniGen has stated they have completed 61% of engineering, and is now focused on raising additional capital, which is an ongoing process,\nin which IHT may participate.\n\n \n\n2.\nDue to an increasingly unreliable American power grid, increasing demand for electricity including electric vehicles, increasing demand\nfor data center power, ballooning demand for Artificial Intelligence electricity, inflation, and supply chain pressures, the UniGen marketing\nteam estimates product’s market has grown. The market for total electricity in the U.S. is projected to double over the next five\nyears. The initial order for thirty units has been reaffirmed.\n\n \n\nJames\nWirth (IHT President) and Marc Berg (IHT Executive Vice President) were both elected to similar UniGen Management positions, on February\n20, 2026, and currently hold both of the two UniGen Board of Directors seats. This product is a potentially power industry disruptive\nrelatively clean energy generation innovation.\n\n \n\nThe\nTrust has valued UniGen investment as a level 3 fair value measurement, for the following reasons: The investment does not qualify for\nlevel 1 since there are no identical actively traded instruments or level 2 identical or similar unobservable markets.\n\n \n\n8.\nPROPERTY AND EQUIPMENT\n\n \n\nAs\nof January 31, 2026 and January 31, 2025, hotel properties consisted of the following:\n\n SCHEDULE\nOF PROPERTY AND EQUIPMENT\n\nHOTEL SEGMENT \n   \n  \n\n  \nJanuary 31, 2026  \nJanuary 31, 2025 \n\nLand \n$2,500,000  \n$2,500,000 \n\nBuilding and improvements \n 11,497,326  \n 11,225,376 \n\nFurniture, fixtures and equipment \n 5,193,376  \n 4,792,854 \n\nTotal hotel properties \n 19,190,702  \n 18,518,230 \n\nLess accumulated depreciation \n (12,455,260) \n (11,729,945)\n\nHotel properties, net \n 6,735,442  \n 6,788,285 \n\n \n\nAs\nof January 31, 2026 and January 31, 2025, property and equipment consisted of the following:\n\n \n\nCORPORATE PP&E \n   \n  \n\n  \nJanuary 31, 2026  \nJanuary 31, 2025 \n\nLand \n$-  \n$- \n\nBuilding and improvements \n 75,662  \n 75,662 \n\nFurniture, fixtures and equipment \n 392,878  \n 392,878 \n\nTotal property, plant and equipment \n 468,540  \n 468,540 \n\nLess accumulated depreciation \n (447,733) \n (445,211)\n\nProperty, Plant and Equipment, net \n$20,807  \n$23,329 \n\n \n\n36\n\n \n\n \n\n9.\nPREPAID EXPENSES AND OTHER CURRENT ASSETS\n\n \n\nPrepaid\nexpenses and other current assets are carried at historical cost and are expected to be consumed within one year. As of January 31, 2026,\nand 2025, prepaid expenses and other current assets consisted of the following:\n\n \n\nSCHEDULE\nOF PREPAID EXPENSES AND OTHER CURRENT ASSETS\n\n  \nJanuary 31, 2026  \nJanuary 31, 2025 \n\nTax and Insurance Escrow \n$57,951  \n$57,752 \n\nDeposits \n -  \n - \n\nPrepaid Insurance \n 28,423  \n 95,532 \n\nPrepaid Workman’s Compensation \n 672  \n 592 \n\nMiscellaneous Prepaid Expenses \n 50,332  \n 45,357 \n\nTotal Prepaid Expenses and Current Assets \n$137,378  \n$199,233 \n\n \n\n10.\nACCOUNTS PAYABLE AND ACCRUED EXPENSES\n\n \n\nAs\nof January 31, 2026 and 2025, accounts payable and accrued expenses consisted of the following:\n\n SCHEDULE\nOF ACCOUNTS PAYABLE AND ACCRUED EXPENSES \n\n  \nJanuary 31, 2026  \nJanuary 31, 2025 \n\nAccounts Payable \n$439,740  \n$196,261 \n\nAccrued Salaries and Wages \n 88,613  \n 80,629 \n\nAccrued Vacation \n 10,000  \n 10,000 \n\nAccrued Property Taxes \n 67,628  \n 113,527 \n\nSales Tax Payable \n 41,002  \n 52,284 \n\nAccrued Other \n 200,769  \n 199,923 \n\nTotal Accounts Payable and Accrued Expenses \n$847,752  \n$652,624 \n\n \n\n \n\n11.\nMORTGAGE NOTES PAYABLE\n\n \n\nOn\nJanuary 31, 2026, the Trust had a mortgage note payable outstanding with respect to the Tucson Hotel. The mortgage note payable has a\nscheduled maturity date in June 2042. Weighted average annual interest rates on mortgage notes payable as of January 31, 2026 was 4.69%.\n\n \n\nOn\nJune 29, 2017, Tucson Oracle entered into a $5.0 million Business Loan Agreement (“Tucson Loan”) as a first mortgage credit\nfacility with KS State Bank to refinance the existing first mortgage credit facility with an approximate payoff balance of $3.045 million\nwhich will allow Tucson Hospitality Properties, LLLP to be reimbursed for prior and future hotel improvements. The Tucson Loan has a\nmaturity date of June 19, 2042. The Tucson Loan has an initial interest rate of 4.99% for the first five years and thereafter a variable\nrate equal to the US Treasury + 2.0% with a floor of 4.99% and no prepayment penalty. This credit facility is guaranteed by InnSuites\nHospitality Trust, RRF LLLP, Rare Earth Financial, LLC, James F. Wirth and Gail J. Wirth and the Wirth Family Trust dated July 14, 2016.\n\n \n\nOn\nMarch 29, 2022 Tucson Hospitality Properties LLLP, 51% owned by RRF LLLP, a subsidiary of InnSuites Hospitality Trust, funded a new loan\nfor $8.4 million to refinance it’s relatively low $ 4.5 million first position debt along with approximately $3.8 million in inter-company\nadvances from IHT used to complete the Best Western Product Improvement Plan (“liquidity”) refurbishment of the Hotel at\nan interest rate of 4.99% financed on a 25 year amortization with no prepayment penalty and no balloon. This credit facility is guaranteed\nby InnSuites Hospitality Trust, RRF Limited Partnership, Rare Earth Financial, LLC, James F. Wirth and Gail J. Wirth, and the Wirth Family\nTrust dated July 14, 2016. As of January 31, 2026, and January 31, 2025 the mortgage loan balance was approximately $7,697,000 and $7,888,000,\nrespectively, net of financing fees of approximately $85,000 and $89,000, respectively. The mortgage note payable is due in monthly installments\nof approximately $50,000.\n\n \n\nOn\nDecember 2, 2019, Albuquerque Suites Hospitality, LLC entered into a $1.4\nmillion Business Loan Agreement (“Albuquerque Loan”) as a first mortgage credit facility with Republic Bank of Arizona\noriginally, and now subsequently with Pima Federal Credit Union. The Albuquerque Loan has a maturity date of December\n2, 2029. The Albuquerque Loan has an initial interest rate of 4.90%\nfor the first five years and thereafter a variable rate equal to the US Treasury +\n3.5% with a floor of 4.90%\nand no prepayment penalty. The current rate for this note was adjusted to 7.3%,\nin December of 2024, and was adjusted to 7.571%,\nin December of 2025. This credit facility is guaranteed by InnSuites Hospitality Trust. As of January 31, 2026, and January 31, 2025\nthe mortgage loan balance was approximately $1,115,000,\nand $1,156,000,\nrespectively, net of financing fees of approximately $7,000\nand $9,000,\nrespectively. The mortgage note payable is due in monthly installments of approximately $11,000\nper month. As of January 31, 2026 it was determined the loan covenant was no longer being met. Thus, the remaining balance has\nbeen reclassified as a current liability.\n\n \n\nThe\nfollowing table summarizes the Trust’s mortgage notes payable, net of debt discounts, as of January 31, 2026:\n\nSCHEDULE\nOF MORTGAGE NOTES PAYABLE   \n\n  \n2026  \n2025 \n\nMortgage note payable, due in monthly installments of $28,493, including interest at 4.69% per year, through June 19, 2042, secured by the Tucson Oracle property with a carrying value of $5.9 million at January 31, 2026. \n$7,697,430  \n$7,888,013 \n\n  \n    \n   \n\nMortgage note payable, due in monthly installments of $9,218, including interest at 4.90% per year, through December 2, 2029, secured by the Albuquerque property with a carrying value of $0.8 million at January 31, 2026. \n 1,114,598  \n 1,156,433 \n\nTotals: \n$8,812,028  \n$9,044,446 \n\n \n\n37\n\n \n\n \n\nTotal\ninterest expense on mortgage notes payable was approximately $476,000 and $324,000 for the Fiscal Years ended January 31, 2026 and 2025,\nrespectively.\n\n \n\nSee\nNote 15 – “Minimum Debt Payments” for scheduled minimum payments on the mortgage notes payable.\n\n \n\n12.\nNOTES PAYABLE TO BANKS\n\n \n\nOn\nOctober 17, 2017, the Trust entered into a Business Loan Agreement with Republic Bank of Arizona for a revolving line of credit for $150,000.\nThe loan has a variable rate as the published rate in the Wall Street Journal and matures in December 2025. The balance as of January\n31, 2026 and 2025 was $0.\n\n \n\nOn\nOctober 17, 2017 Albuquerque Suite Hospitality LLC (the Albuquerque Hotel) entered into a Business Loan Agreement with Republic Bank\nof Arizona for a revolving line of credit for $50,000. The loan has a variable rate as the published rate in the Wall Street Journal\nand matures in January 2027. The balance as of January 31, 2026 and 2025 was $0.\n\n \n\nOn\nOctober 17, 2017 Tucson Hospitality Properties LLLP (the Tucson Hotel) entered into a Business Loan Agreement for a revolving line of\ncredit for $50,000. The loan has a variable rate as the published rate in the Wall Street Journal and matures in January 2027. The balance\nas of January 31, 2026 and 2025 was $0.\n\n \n\n13.\nRELATED PARTY NOTES\n\n \n\nOn\nDecember 1, 2014, the Trust entered a Demand/Revolving Line of Credit/Promissory Note with Rare Earth Financial, LLC, an entity which\nis wholly owned by Mr. Wirth and his family members. The Demand/Revolving Line of Credit/Promissory Note, as amended on June 19, 2017,\nbears interest at 7.0% per annum for both a payable and receivable, interest is due quarterly, matures on August 24, 2026, and automatically\nrenews annually each calendar year. No prepayment penalty exists on the Demand/Revolving Line of Credit/Promissory Note. The balance\nfluctuates through the period. On December 30, 2020, the Demand/Revolving Line of Credit/Promissory Note was extended and increased to\n$2,000,000. On November 26, 2025 the Demand/Revolving Line of Credit/Promissory Note was extended and increased to the current level\nof $2,500,000. As of January 31, 2026, and January 31, 2025, the Trust had an amount payable of approximately $2,645,000 and $1,151,000,\nrespectively. During the Fiscal Years ended January 31, 2026 and 2025, the Trust accrued approximately $0, respectively, of interest\nexpense.\n\n \n\n14.\nOTHER NOTES PAYABLE\n\n \n\nAs\nof January 31, 2026, the Trust had a $200,000 unsecured note payable with an individual lender. The promissory note is payable 90 days\nwith notice, or in August 2026, whichever occurs first, and renews annually. The loan accrues interest at 5% and interest only payments\nshall be made monthly. The Trust may pay all of part of this note without any repayment penalties. The total principal amount of this\nloan is $200,000 as of January 31, 2026.\n\n \n\nOn\nJuly 1, 2019, the Trust and the Partnership together entered into an unsecured loan totaling $270,000 with an individual investor at\n5%, interest only, payable monthly. The loan has been subsequently extended to May 2026, and renews annually. The Trust may pay all or\npart of this note without any repayment penalties. The total principal amount of this loan is $270,000 as of January 31, 2026.\n\n \n\nSee\nNote 15 – “Minimum Debt Payments” for scheduled minimum payments on the debt liabilities.\n\n \n\n15.\nMINIMUM DEBT PAYMENTS\n\n \n\nScheduled\nminimum payments of debt, net of debt discounts, as of January 31, 2026 are approximately as follows in the respective Fiscal Years indicated:\n\n \n\nSCHEDULE\nOF MINIMUM PAYMENTS OF DEBT\n\nFISCAL YEAR \nMORTGAGES  \nOTHER NOTES PAYABLE  \nNOTES PAYABLE TO BANKS  \nNOTES PAYABLE - RELATED PARTY  \nTOTAL \n\n  \n   \n   \n   \n   \n  \n\n2027 \n 1,320,719  \n 470,000  \n -  \n -  \n 1,790,719 \n\n2028 \n 205,359  \n -  \n -  \n 2,645,088  \n 2,850,447 \n\n2029 \n 214,027  \n -  \n -  \n -  \n 214,027 \n\n2030 \n 227,807  \n -  \n -  \n -  \n 227,807 \n\n2031 \n 241,195  \n -  \n -  \n -  \n - \n\nThereafter \n 6,602,921  \n -  \n -  \n -  \n 6,602,921 \n\n  \n$8,812,028  \n$470,000  \n$-  \n$2,645,088  \n$11,685,921 \n\n \n\n38\n\n \n\n \n\n16.\nLEASES\n\n \n\nThe\nTrust has operating leases for its corporate offices in Phoenix, Arizona and land leased in Albuquerque, New Mexico. The Trust’s\ncorporate office lease is month to month. All leases are non-cancelable.\n\n \n\n**Operating\nLeases**\n\n \n\nThe\nTrust holds a month to month office lease agreement with Northpoint Properties for a commercial office lease at 1730 E Northern Ave,\nSuite 122, Phoenix, Arizona 85020. Base monthly rent is $4,318. The Trust also pays electricity and applicable sales tax.\n\n \n\nThe\nTrust’s Albuquerque Hotel is subject to non-cancelable ground lease. The Albuquerque Hotel non-cancelable ground lease expires\nin 2058. The Albuquerque Hotel ground lease has been extended three times since the Albuquerque Hotel was first acquired, in the year\n2000, and may be extended further in the future.\n\n \n\nThe\nTrust’s Operating Lease costs recognized in the consolidated statement of operations for the year ended January 31, 2026 consist\nof the following:\n\nSCHEDULE OF LEASE COSTS   \n\n  \nFor the Year Ended \n\n  \nJanuary 31, 2026 \n\nOperating Lease Costs: \n   \n\nOperating lease cost* \n 149,461 \n\n \n\n \n*\nShort\nterm lease costs were immaterial.\n\n \n\nSupplemental\ncash flow information is as follows:\n\nSCHEDULE OF CASH FLOW INFORMATION \n\n  \nFor the Year Ended \n\n  \nJanuary 31, 2026 \n\n  \n  \n\nCash paid for amounts included in the measurement of lease liabilities: \n   \n\nOperating cash flows from operating leases \n$(4,614)\n\n  \n   \n\nLease obligations: \n   \n\nOperating leases, net \n$2,202,995 \n\nLong-term obligations \n$2,174,841 \n\n \n\nWeighted\naverage remaining lease terms and discount rates were as follows:\n\n \n\nSCHEDULE OF WEIGHTED AVERAGE REMAINING LEASE TERMS AND DISCOUNT RATES\n\nWeighted average remaining lease term (years) \nJanuary 31, 2026 \n\nOperating leases \n 30 \n\n  \n   \n\nWeighted average discount rate \n 4.85%\n\nOperating leases \n   \n\n \n\n39\n\n \n\n \n\nThe\naggregate annual lease obligations at January 31, 2026 are as follows:\n\nSCHEDULE\nOF ANNUAL LEASE OBLIGATIONS\n\n \n\nFor the Years Ending January 31, \n  \n\n2027 \n 134,379 \n\n2028 \n 134,391 \n\n2029 \n 134,403 \n\n2030 \n 134,416 \n\n2031 \n 134,428 \n\nThereafter \n 3,724,011 \n\nTotal minimum lease payments \n$4,396,028 \n\nLess: amount representing interest \n 2,193,033 \n\nTotal present value of minimum payments \n 2,202,995 \n\nLess: current portion \n$28,154 \n\nLong term portion of operating lease liability \n 2,174,841 \n\n \n\n17.\nDESCRIPTION OF BENEFICIAL INTERESTS\n\n \n\nHolders\nof the Trust’s Shares of Beneficial Interest are entitled to receive dividends when and if declared by the Board of Trustees of\nthe Trust out of funds legally available. The holders of Shares of Beneficial Interest, upon any liquidation, dissolution or winding-down\nof the Trust, are entitled to share ratably in any assets remaining after payment in full of all liabilities of the Trust. The Shares\nof Beneficial Interest possess ordinary voting rights, each share entitling the holder thereof to one vote. Holders of Shares of Beneficial\nInterest do not have cumulative voting rights in the election of Trustees and do not have preemptive rights.\n\n \n\nOn\nJanuary 2, 2001, the Board of Trustees approved a share repurchase program under Rule 10b-18 of the Securities Exchange Act of 1934,\nas amended, for the purchase of up to 250,000 Partnership units and/or Shares of Beneficial Interest in open market or privately negotiated\ntransactions. On September 10, 2002, August 18, 2005 and September 10, 2007, the Board of Trustees approved the purchase of up to 350,000\nadditional Partnership units and/or Shares of Beneficial Interest in open market or privately negotiated transactions. Additionally,\non January 5, 2009, September 15, 2009 and January 31, 2010, the Board of Trustees approved the purchase of up to 300,000, 250,000 and\n350,000, respectively, of additional Partnership units and/or Shares of Beneficial Interest in open market or privately negotiated transactions.\nAcquired Shares of Beneficial Interest will be held in treasury and will be available for future acquisitions and financings and/or for\nawards granted under the Trust’s equity compensation plans/programs. Additionally, on June 19, 2017, the Board of Trustees approved\na share repurchase program under Rule 10b-18 of the Securities Exchange Act of 1934, as amended, for the purchase of up to 750,000 Partnership\nunits and/or Shares of Beneficial Interest in open market or privately negotiated transactions. Acquired Shares of Beneficial Interest\nwill be held in treasury and will be available for future acquisitions and financings and/or for awards granted under the InnSuites Hospitality\nTrust 1997 Stock Incentive and Option Plan.\n\n \n\nFor\nthe years ended January 31, 2026 and 2025, the Trust repurchased 0 and 28,337 Shares of Beneficial Interest at an average price of $0\nand $1.59 per share, respectively. The average price paid includes brokerage commissions. The Trust has once again resumed its share\nrepurchases and based on management view plans to aggressively continue repurchasing Shares of Beneficial Interest in compliance with\napplicable legal and NYSE AMERICAN requirements. The Trust remains authorized to repurchase approximately an additional 200,000 Partnership\nunits and/or Shares of Beneficial Interest pursuant to the publicly announced share repurchase program, which has no expiration date.\nRepurchased Shares of Beneficial Interest are accounted for as treasury stock in the Trust’s Consolidated Statements of Shareholders’\nEquity.\n\n \n\n40\n\n \n\n \n\n18.\nFEDERAL INCOME TAXES\n\n \n\nThe\nTrust and subsidiaries have income tax net operating loss carryforward of approximately **$7.9M** at January 31, 2026. In 2005, the\nTrust had an ownership change within the meaning of the Internal Revenue Code Section 382. However, the Trust determined that such ownership\nchange would not have a material impact on the future use of the net operating losses.\n\n \n\nThe\nTrust amended the Federal and State Tax Returns for tax years 2017 and 2018, resulting in a recalculation of the net operating loss carry-forward.\nThe impact of the amended returns are reflected in the below data.\n\n \n\nTotal\nand net deferred income tax assets at January 31,\n\n \n\nSCHEDULE\nOF DEFERRED TAX ASSETS AND LIABILITIES\n\n  \n2026  \n2025 \n\nNet operating loss carryforwards \n$4,010,517  \n$3,053,465 \n\nBad debt allowance \n -  \n - \n\nAccrued expenses \n (2,622) \n (2,622)\n\nSyndications \n 2,923,000  \n 2,923,000 \n\nPrepaid insurance \n 28,423  \n 95,532 \n\nAlternative minimum tax credit \n 51,000  \n 51,000 \n\nTotal deferred tax asset \n 7,010,318  \n 6,120,375 \n\n  \n    \n   \n\nDeferred income tax liability associated with book/tax \n (1,771,158) \n (1,785,672)\n\nNet deferred income tax asset \n 5,239,160  \n 4,334,703 \n\nValuation Allowance \n (5,239,160) \n (4,334,703)\n\nNet deferred income tax \n -  \n - \n\n \n\nIncome taxes for the year\nended January 31,\n\n \n\nSCHEDULE\nOF INCOME TAX PROVISION\n\n  \n2026  \n2025 \n\nCurrent income tax provision (benefit) \n (140) \n 355 \n\nDeferred income tax provision (benefit) \n (223,965) \n (392,348)\n\nChange in valuation allowance \n 223,965  \n 392,348 \n\nNet income tax expense (benefit) \n (140) \n 355 \n\n \n\nThe\ndifferences between the statutory and effective tax rates are as follows for the year ended January 31,\n\n \n\nSCHEDULE\nOF EFFECTIVE INCOME TAX RATE RECONCILIATION\n\n  \n   \n  \n\n  \n2026 \n\n  \nAmount  \nPercent \n\nFederal statutory rates \n$(227,042) \n 21%\n\nState income taxes \n (56,383) \n 5%\n\nChange in valuation allowance \n (224,000) \n -21%\n\nTrue-up in prior year returns \n -  \n 0%\n\nEffective Rate \n 140 \n 0.0129%\n\n \n\nThe\ndifferences between the statutory and effective tax rates are as follows for the year ended January 31,\n\n \n\n  \n   \n  \n\n  \n2025 \n\n  \nAmount  \nPercent \n\nFederal statutory rates \n$(248,329) \n 21%\n\nState income taxes \n (61,670) \n 5%\n\nChange in valuation allowance \n (392,300) \n -33%\n\nTrue-up in prior year returns \n -  \n 0%\n\nEffective Rate \n (355) \n -0.03%\n\n \n\nThe\nTrust is taxed as a C-Corporation. The Trust’s practice is to recognize interest and/or penalties related to income tax matters\nin income tax expense. The Trust has received various IRS and state tax jurisdiction notices which the Trust in the process of responding\nto in which management believes the notices are without merit and expect full remediation of all tax notices. The Trust and subsidiaries\nhave deferred tax assets of $7 million which includes cumulative net operating loss carryforwards of $4.1 million and syndications of\n$2.9 million, and deferred tax liability associated with book/tax differences of $1.8 million as of January 31, 2026. We have evaluated\nthe net deferred tax asset and determined that it is not more likely than not we will receive full benefit from the net operating loss\ncarryforwards. Therefore, we have determined a valuation allowance of approximately $5.2 million.\n\n \n\n41\n\n \n\n \n\n19.\nOTHER RELATED PARTY TRANSACTIONS\n\n \n\nAs\nof January 31, 2026 and January 31, 2025, Mr. Wirth and his affiliates held 2,629,038 and 2,974,038 Class B Partnership units, which\nrepresented 22.51% and 20.46% of the total outstanding Partnership units, respectively. As of January 31, 2026 and January 31, 2025,\nMr. Wirth and his affiliates held 6,457,296 and 6,024,613 Shares of Beneficial Interest in the Trust, respectively, which represented\n71.02% and 64.07% respectively, of the total issued and outstanding Shares of Beneficial Interest.\n\n \n\nAs\nof January 31, 2026 and January 31, 2025, the Trust owned 79.18% and 75.89% of the Partnership. As of January 31, 2026, the Partnership\nowned a 51.69% interest in the InnSuites® hotel located in Tucson. The Trust also owned a direct 21.90% interest in one InnSuites®\nhotel located in Albuquerque, New Mexico.\n\n \n\nThe\nTrust directly manages the Hotels through the Trust’s majority-owned subsidiary, RRF LLLP. Under the management agreements, RRF\nmanages the daily operations of both Trust Hotels. All Trust managed Hotel expenses, revenues and reimbursements among the Trust, and\nthe Partnership have been eliminated in consolidation. The management fees for the Hotels are 5% of room revenue and a monthly accounting\nfee of $2,000 per hotel. These agreements have no expiration dates but may be cancelled by either party with 30-days written notice,\nor potentially sooner in the event the property changes ownership.\n\n \n\nDuring\nthe Fiscal Years ended January 31, 2026 and 2025, the Trust paid Berg Investment Advisors $6,000 for additional consultative services\nrendered by Mr. Marc Berg, the Trust’s Executive Vice President.\n\n \n\nThe\nTrust employs part time, an immediate family member of Mr. Wirth, Brian James Wirth, who provides part time IT Technology support services\nto the Trust, receiving up to approximately $27,000, per year plus bonuses.\n\n \n\n20.\nFAIR VALUE OF FINANCIAL INSTRUMENTS\n\n \n\nThe\nfollowing table presents the estimated fair values of the Trust’s debt instruments, based on rates currently available to the Trust\nfor bank loans with similar terms and average maturities, and the associated carrying value recognized in the consolidated balance sheets\nat January 31, 2026 and 2025:\n\nSCHEDULE OF FAIR VALUE LIABILITIES\nMEASURED ON RECURRING BASIS   \n\n  \n2026  \n2025 \n\n  \nCarrying Amount  \nFair Value  \nCarrying Amount  \nFair Value \n\nMortgage Notes Payable \n$8,812,028  \n$8,903,689  \n$9,044,446  \n$2,526,695 \n\nOther Notes Payable \n$470,000  \n$470,000  \n$470,000  \n$470,000 \n\nNotes Payable - Related Party \n$2,645,088  \n$2,645,088  \n$1,151,225  \n$1,151,225 \n\n \n\n21.\nSUPPLEMENTAL CASH FLOW DISCLOSURES\n\n \n\nSCHEDULE\nOF SUPPLEMENTAL CASH FLOWS DISCLOSURES\n\n  \n2026  \n2025 \n\nCash Paid for Interest \n$499,000  \n$454,000 \n\n  \n    \n   \n\nNotes Payable \n$24,000  \n$22,000 \n\n \n\n22.\nCOMMITMENTS AND CONTINGENCIES\n\n \n\nRestricted\nCash:\n\n \n\nThe\nTrust is obligated under a loan agreement relating to the Tucson Oracle property to deposit 4% of the individual hotel’s room revenue\ninto an escrow account to be used for capital expenditures. The escrow funds applicable to the Tucson Oracle property for which a mortgage\nlender escrow exists is reported on the Trust’s Consolidated Balance Sheet as “Restricted Cash.” Since a $0 cash balance\nexisted in Restricted Cash for the Fiscal Years 2026 and 2025, Restricted Cash line was omitted on the Trust’s Consolidated Balance\nSheet.\n\n \n\nMembership\nAgreements:\n\n \n\nThe\nTucson and Albuquerque Hotels have entered into membership agreements with Best Western International, Inc. (“Best Western”)\nfor both hotel properties. In exchange for use of the Best Western name, trademark and reservation system, both Hotels pay fees to Best\nWestern based on reservations received through the use of the Best Western reservation system and the number of available suites at the\nHotels. The agreements with Best Western have no specific expiration terms and may be cancelled annually by either party. Best Western\nrequires that the hotels meet certain requirements for room quality. The two Best Western Hotels receive significant reservations through\nthe Best Western reservation system, and through Online Travel Agent (OTA) reservations systems, Expedia and Booking.com. Under these\narrangements, fees paid for membership fees and reservations were approximately $227,000 and $209,000 for the Fiscal Years ended January\n31, 2026 and 2025, respectively. These costs include fees for the Albuquerque and Tucson hotels in 2025. These fees are included in room\noperating expenses on the consolidated statements of operations for Albuquerque and Tucson.\n\n \n\n42\n\n \n\n \n\nLitigation:\n\n \n\nThe\nTrust and/or its hotel affiliates, are involved from time to time in various other claims and legal actions arising in the ordinary course\nof business. In the opinion of management, the ultimate disposition of these matters will not have a material adverse effect on the Trust’s\naudited condensed consolidated financial position, results of operations or liquidity.\n\n \n\nThe\nnature of the operations of the Hotels exposes them to risks of claims and litigation in the normal course of their business. Although\nthe outcome of these matters cannot be determined and is covered by insurance, management does not expect that the ultimate resolution\nof these matters will have a material adverse effect on the audited condensed consolidated financial position, results of operations\nor liquidity of the Trust.\n\n \n\nIndemnification:\n\n \n\nThe\nTrust has entered into indemnification agreements with all our executive officers and Trustees. The agreements provide for indemnification\nagainst all liabilities and expenses reasonably incurred by an officer or Trustee in connection with the defense or disposition of any\nsuit or other proceeding, in which he or she may be involved or with which he or she may be threatened, while in office or thereafter,\nbecause of his or her position at the Trust. There is no indemnification for any matter as to which an officer or Trustee is adjudicated\nto have acted in bad faith, with willful misconduct or reckless disregard of his or her duties, with gross negligence, or not in good\nfaith in the reasonable belief that his or her action was in the Trust’s best interests. These agreements require the Trust, among\nother things, to indemnify the Trustee or officer against specified expenses and liabilities, such as attorneys’ fees, judgments,\nfines and settlements, paid by the individual in connection with any action, suit or proceeding arising out of the individual’s\nstatus or service as our Trustee or officer, other than liabilities arising from willful misconduct or conduct that is knowingly fraudulent\nor deliberately dishonest, and to advance expenses incurred by the individual in connection with any proceeding against the individual\nwith respect to which the individual may be entitled to indemnification by us. The Trust may advance payments in connection with indemnification\nunder the agreements. The level of indemnification is to the full extent of the net equity based on appraised and/or market value of\nthe Trust. Historically, the Trust has not incurred any payments for these obligations and, therefore, no liabilities have been recorded\nfor these indemnities in the accompanying consolidated balance sheets.\n\n \n\n23.\nSHARE-BASED PAYMENTS\n\n \n\nThe\nTrust compensates its three non-employee independent Trustees for their services through grants of restricted or unrestricted Shares.\nThe aggregate grant date fair value of these Shares was $21,600. These restricted 18,000 shares, (6,000 each to the three Independent\nTrustees at the beginning of the Fiscal Year), vest in equal monthly amounts during Fiscal Year 2026.\n\n \n\nOn\nSeptember 11, 2025, the Trust’s Board of Trustees approved a grant to issue Officers, Trustees, and Key Employees totaling 43,500\nfully paid IHT restricted shares. The aggregate grant date fair value of these Shares was approximately $82,215. These shares partially\nvested on December 31, 2025, and February 28, 2026, in two equal amounts.\n\n \n\nSee\nNote 2 – “Summary of Significant Accounting Policies” for information related to grants of restricted shares under\n“Stock-Based Compensation.”\n\n \n\n24.\nCOVID-19 DISCLOSURE\n\n \n\nCOVID-19\nhad a material detrimental impact on our business, financial results and liquidity, in Fiscal Year 2021, ended January 31, 2021. Its\nconsequences had dramatically reduced travel and demand for hotel rooms, in Fiscal Year 2021. We believe that lodging demand and revenue\nlevel have now recovered.\n\n \n\nFiscal\nYear 2026, starting February 1, 2025 and ending January 31, 2026, confirmed a significant rebound and progress. The start of Fiscal Year\n2027, starting February 1, 2026 and ending January 31, 2027, continues with solid results, still subject to uncertain world events.\n\n \n\nCOVID-19\nand its consequences previously reduced travel and demand for hotel rooms, which previously had an impact our business, operations, and\nfinancial results. We believe that lodging demand and revenue level is now at full recovery. The extent to which COVID-19 currently impacts\nour business, operations, and financial results, including the duration and magnitude of such effects, is diminished. The negative impact\nCOVID-19 had on global and regional economies and economic activity, including the duration and magnitude of its impact on consumer discretionary\nspending has been reduced significantly, and its short and longer-term impact on the demand for travel, transient and group business,\nand levels of consumer confidence is no longer considered a major factor for Fiscal Year 2027, (February 1, 2026 to January 31, 2027).\n\n \n\n43\n\n \n\n \n\n25.\nEMPLOYEE RETENTION TAX CREDIT\n\n \n\nThe\nTrust participated in Economic Relief through a Credit allowed for Entities that suffered financial hardship during the Covid-19 Pandemic,\nunder the CARES (The Coronavirus Aid, Relief, and Economic Security) Act (2020), and The Consolidated Appropriations Act (2021). Both\nprovided fast and direct economic assistance for American workers, families, small businesses, and industries, by the U.S. Department\nof the Treasury along with Congress. This Credit was available for all Entities of a certain size, impacted by the Virus and who paid\nEmployment Taxes, while working to remain solvent and viable. It is a fully refundable tax credit for Eligible Employers that paid employees\nto carry on a trade or business that was partially or fully suspended during any calendar year 2020; or that experienced significant\ndecline in gross receipts during any calendar quarter in 2020, due to COVID-19.\n\n \n\nAs\na result of both legislative acts, the Trust has been and/or is expected to be receiving a net of approximately $2.7 million in a combination\nof Employment Tax Refunds and Credits, for the two calendar years 2020, and 2021, respectively. As of January 31, 2026, IHT has received\napproximately $1.5 million, and is working to receive additional funds during the Fiscal Year ended January 31, 2027.\n\n \n\n26.\nGOING CONCERN\n\n \n\nInnSuites\nHospitality Trust Fiscal Year 2026 was its second Fiscal Year with a loss in the last five Fiscal Years, dating back to Fiscal Year ended\n1/31/21. Going forward, IHT is focused on cost cutting at a time of increased tariff/economic uncertainty. For example, hotel insurance\nrates have been reduced. Modest improvements in total hotel revenue, improved operating profits due to cost cutting measures, the potential\nof the aforementioned various diversification opportunities, and being listed on the NYSE-American, with a potential of a reverse merger,\nprovide positive equitable assets, and all bode well for the continued success of the Trust. We believe that the Trust will once again\nbe profitable in future years, especially with the potential success of and maturing of diversification investments.\n\n \n\n27.\nBEST WESTERN REWARDS CREDITS\n\n \n\nDuring\nthe Fiscal Year ended January 31, 2026, the Trust recorded approximately $227,000 in Best Western Rewards credits, consisting of approximately\n$101,000 related to Albuquerque Suite Hospitality LLC and approximately $126,000 related to Tucson Hospitality Properties LLLP. These\nwere primarily related to guest free night vouchers.\n\n \n\n28.\nSUBSEQUENT EVENTS\n\n \n\nThe\nTrust intends to maintain its current conservative uninterrupted annual dividend policy. The Trust may reduce dividend frequency from\nsemi-annual to annual, in the Fiscal Year ahead, to provide additional cashflow for investing purposes, including our current diversification\ninvestments. In the Fiscal Years ended January 31, 2026 and 2025, the Trust paid dividends of $0.01 per share in each of the first and\nthird quarters. The Trust has paid dividends each Fiscal Year since its inception in 1971. The Trust paid the scheduled semi-annual $0.01\ndividend payable on August 4, 2025, as well as February 9, 2026.\n\n \n\nThe\nTrust’s Management received communication from the NYSE-American on August 29, 2022, indicating IHT is fully compliant with all\nof the Continued Listing Standards Equity Requirements set forth in Part 10 of the NYSE American Company Guide, of the NYSE-American.\n\n \n\nSubsequent\nto the Fiscal Year ended January 31, 2026 the Trust repurchased 3,767 Shares of Beneficial Interest on the open market for a total cash\nrepurchase price of approximately $4,168.\n\n \n\nHotel\nOperation results of the Albuquerque Hotel and the Tucson Hotel both achieved record revenue and Gross Operating Profit (GOP) results\nfor the Fiscal Year ended January 31, 2026. Increased record results are expected for the two hotels, during the current Fiscal Year\n2027, ending January 31, 2027. Total Revenues increased to approximately $7.6 million. IHT hotel operations contributed to a solid start\nin the current 2027 Fiscal Year (February 1, 2026, through January 31, 2027), with both the Tucson Hotel and Albuquerque Hotel achieving\nrecord results for the combined months of February, and March of the current Fiscal Year. Combined Revenue for both hotels was approximately\n$1.6 million for the First Two Fiscal Months of Fiscal 2027, a new combined record level.\n\n \n\nThe\nTrust made a change with their External Auditor and outside Tax Preparation Service Provider on May 17, 2024, hiring the BCRG Group for\nthe Fiscal Year 2025, and continuing in Fiscal Years 2026 and 2027.\n\n \n\nOn\nFebruary 20, 2026, shortly after the end of the 2026 Fiscal Year, all the Corporate Officers and three of the five Directors of UniGen\nPower, Inc., an IHT diversified investment, resigned leaving 100% of the UniGen Board seats to James Wirth and Marc Berg. James Wirth\nwas elected Chairman, CEO, and President of UniGen, while Marc Berg was elected as Vice Chairman, EVP, and Secretary/Treasurer of UniGen.\nJames Wirth and Marc Berg, the only two remaining Directors of UniGen and are also both Officers of IHT, plan to rejuvenate the momentum\nof UniGen to benefit all the UniGen debt and equity holders, including IHT.\n\n \n\nOther\nRecent Pronouncements\n\n \n\nOther\nrecent accounting pronouncements issued by the FASB (including its Emerging Issues Task Force) and the SEC did not or are not believed\nby management to have a material impact on the Company’s present or future consolidated financial statements.\n\n \n\n44"}