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 UNITED STATES
 SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549

 FORM 10-K

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

 For the fiscal year ended: August 31, 2023

 or

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

 For the transition period from __________________ to __________________

 Commission file number: 333-265471

 (Exact name of registrant as specified in its charter)

 Wyoming

 90-1901168

 (State or other jurisdiction of

 (I.R.S. Employer

 incorporation or organization)

 Identification No.)

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

 (Address of principal executive offices and Zip Code)

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

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

 Title of each class

 Trading
 Symbol(s)

 Name of each exchange
 on which registered

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

 Shares of Common Stock, par value $0.001 per share

 (Title of Class)

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

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

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

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

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

 Large accelerated filer

 Accelerated filer

 Non-accelerated filer

 (Do not check if a smaller reporting company)

 Smaller reporting company

 Emerging growth company

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

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

 As of May 31, 2023, the last business day of the registrant's most recently completed second fiscal quarter, the aggregate market value of the voting and non-voting common stock held by non-affiliates of the registrant was approximately $ 2,141,843, based on the closing price (last sale of the day) of $.0046 per share for the registrant's common stock on the OTC Pink marketplace on May 31, 2023.

 Indicate the number of shares outstanding of each of the registrant's classes of common stock, as of the latest practicable date. As of February 15, 2023, there were 506,961,773 shares of the registrant's common stock issued and outstanding.

 Documents Incorporated by Reference: None

 ITEM 1.

 BUSINESS

 ITEM 1A.

 RISK FACTORS

 ITEM 1B.

 UNRESOLVED STAFF COMMENTS

 ITEM 2.

 PROPERTIES

 ITEM 3.

 LEGAL PROCEEDINGS

 ITEM 4.

 MINE SAFETY DISCLOSURES

 ITEM 5.

 MARKET FOR REGISTRANTS' COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

 ITEM 6.

 SELECTED FINANCIAL DATA

 ITEM 7.

 MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

 ITEM 7A.

 QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

 ITEM 8.

 FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

 ITEM 9.

 CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

 ITEM 9A.

 CONTROLS AND PROCEDURES

 ITEM 9B.

 OTHER INFORMATION

 ITEM 10.

 DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

 ITEM 11.

 EXECUTIVE COMPENSATION

 ITEM 12.

 SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

 ITEM 13.

 CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

 ITEM 14.

 PRINCIPAL ACCOUNTING FEES AND SERVICES

 ITEM 15.

 EXHIBITS, FINANCIAL STATEMENT SCHEDULES

 SIGNATURES

 Cautionary Statement Regarding Forward-looking Information

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

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

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

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

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

 ITEM 1. BUSINESS

 Corporate History

 Business Warrior Corp. ("Business Warrior", "BZWR", "we," "us," "our," and the "Company") comprises the former Kading Companies, and Bluume, LLC. Business Warrior was originally incorporated under the name Kading Companies, S.A., under the International Business Companies Ordinance of the Territory of the British Virgin Islands on October 10, 1995. Kading Companies was traded on the Pink Sheets of the OTC Markets under the stock ticker KDNG. On January 27, 2020, Kading Companies was redomiciled in Wyoming.

 Bluume, LLC was founded in 2014 and was a sales and marketing organization that provided small businesses with basic advertising, merchant services, white label Point of Sale systems, and business analytics software. Bluume built a distribution network of channel partners through the credit card processing industry and were fundamental in building a partner company's subscriber count on their software to over 50,000 users. Bluume launched the first version of their Software-as-a-Service (SaaS) platform in July 2019.

 On January 31, 2020, Bluume, LLC completed a triangular reverse merger with Kading Companies (formerly KDNG) and changed its name to Business Warrior. It is currently an active corporation in the state of Wyoming. The previous Bluume team took over all operations of the company and formed a new business plan, which replaced all former plans of the previous management team at Kading Companies. In July 2020, the company changed its stock ticker to BZWR.

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

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

 Business Warrior, evolving from its origins as Bluume along with the strategic acquisition of Helix House and Alchemy, sharpened its focus to be a disruptor in the lending industry. The seamless mergers into Business Warrior presents a formidable edge in the lending market, as the company's software as a service (SaaS) lending technology – PayPlan TM - couples with professional marketing services to drive customer growth and optimize loan processing.

 PayPlan, is a dynamic cloud-based platform launched in fall 2022. PayPlan streamlines the lending experience, enabling lenders of all sizes to swiftly start offering loans - typically within just a few weeks and with the confidence against fraud. The platform is designed to ease the onboarding process, integrating seamlessly with Know Your Customer providers, such as Equifax, Experian and TransUnion, along with global open banking systems. What sets PayPlan apart is its comprehensive suite of tools for loan origination, enhanced lender decision-making through both automated and manual loan approvals, along with the platform's robust loan management capabilities.

 These features are further enhanced by the professional marketing services of Business Warrior, tailored specifically for lenders to effectively target their audience. This synergistic combination of PayPlan's lending technology and marketing expertise equips lenders of all sizes with the necessary tools to scale up profitability. For larger institutions, such as banks, fintechs, and credit unions, Business Warrior has tailored a specialized solution—PayPlan Enterprise. This advanced iteration retains the core benefits of PayPlan but adds features specifically designed for larger entities with more dynamic needs. PayPlan Enterprise distinguishes itself with its multi-tenant architecture, plug-and-play lender documents, fraud protection and sophisticated credit decision automation capabilities, positioning it as the premier choice for enterprise-level lending solutions.

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

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

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

 PayPlan the End-to-End Loan Platform

 SaaS Platform – PayPlan

 Business Warrior's SaaS model is automated to provide highly scalable solutions with minimal human resources required to support both lenders and borrowers. Business Warrior's flagship software product is PayPlan.

 Core Features of PayPlan

 Loan Origination System: A digital gateway that revolutionizes the borrower's journey from application to approval, enhancing user experience for borrowers and efficiency for lenders.

 Decision Engine: A high-octane analytical processor that empowers lenders with real-time decision-making capabilities, protecting against fraud, optimizing risk assessment and credit analysis.

 Loan Management System: A comprehensive toolkit that transforms loan servicing by streamlining account management, payment processing, and portfolio reporting, fortifying lender operations with precision and control.

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

 1.

 PayPlan Starter – for start-up lenders and businesses looking to finance their products who are interested in leveraging our out-of-the-box features.

 2.

 PayPlan Pro – for medium to high growth lenders and businesses who may need customized data or access to unique API's that drive their lending.

 3.

 PayPlan - Enterprise – for banks, credit unions and large private lenders who need customized add-ons to the PayPlan solution.

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

 Benefits of PayPlan

 Rapidly Deployable (30 Day Implementation)

 Fully Automated

 Scalable

 Operationally efficient

 Multi-tenant Management

 Modular Implementation

 Customizable

 Enterprise Integration Ready

 Business Warrior Solutions

 Integration of Alchemy and its core technology adoption into PayPlan

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

 The Company's history is strong lead into a broadened financial technology market:

 Built and modeled hyper-growth lending platforms resulting in clients getting $100M valuations

 Leveraging proven knowledge to build and iterate better products

 Access to years of proprietary business attribution data

 50+ enterprise lending software solutions built

 Partnerships with leading data and security companies

 Best in class/next generation underwriting model

 Powerful data insights that drive loan underwriting and credit decisions

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

 Validated against 50,000+ businesses and over 3.5MM consumer credit records

 Best-in-class identity verification and fraud prevention

 Completely dynamic and fully extensible underwriting rules

 Decision Engine supports unlimited data points

 Integrations include identity, credit reporting, financial institutions, and 'exotic' data

 Supports Artificial Intelligence and Machine Learning models

 Risk based pricing

 Our Customers

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

 Fintech companies

 Banks

 Credit unions

 Private lenders

 Consumer financing

 Solar

 Student financing

 Home improvement

 Auto

 Medical

 Medical spas

 Plastic surgeons

 HVAC

 Chiropractic

 Veterinarian

 Dental

 Appliance stores

 Furniture and mattresses

 Business to business

 Merchant cash advance

 Term loans

 Loan Types Supported

 Term loans

 Payday loans

 Merchant cash advance

 Invoice financing

 Lease to own

 Consumer loans

 Commercial loans

 Line of credit

 Buy Now Pay Later

 Business Warrior Funding Pilot

 In 2021, Business Warrior piloted a small business lending solution. That pilot ended upon the acquisition of Alchemy Technologies and all resources of the company are focused on PayPlan.

 Acquisition of Helix House Marketing Agency

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

 Digital marketing (YouTube, Google, social media)

 Traditional marketing (billboards, mailers, fliers, etc.)

 Social media content

 Copywriting and content creation (blogs, landing pages, websites, advertisements, etc.)

 Graphic design

 Search engine optimization (SEO)

 Website builds & management

 Data and analytics

 The acquisition of Helix House significantly benefits Business Warrior. It added a profitable company with a history of strong revenue and growth opportunities. It enhances the services we offer to our SaaS customers and channel partners.

 Evolution to Lender Marketing Services

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

 Competitive Strengths

 Experience: Business Warrior has years of experience tailoring technology and marketing to best serve its customers.

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

 Technology: PayPlan, represents a formidable competitive strength in the digital lending and marketing sector. By combining advanced loan management software with targeted marketing services, PayPlan empowers lenders with the tools necessary for rapid market entry, streamlined customer acquisition, and enhanced loan origination processes.

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

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

 Growth Strategy

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

 Google pay-per-click

 Google display ads

 Social media ads

 Social media organic traffic

 YouTube

 Organic traffic from our website (Includes SEO)

 Remarketing (Google and social media)

 Public Relations (Press releases, podcasts, online articles, publications, etc.)

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

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

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

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

 Cost to Acquire a New User on our SaaS platform (CPA)

 Cost of Revenue (COR) for what it takes to support each user

 Average revenue per year per paid customer (ARPU)

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

 Advertising Examples

 Industry

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

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

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

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

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

 In the fintech sector, the use of Application Programming Interfaces (APIs) is also on the rise, allowing for improved service offerings and easier access to financial data. The deployment of data analytics and artificial intelligence is expected to further accelerate in the coming years, bolstering the fintech market growth.

 The digital lending market's growth is further augmented by the adoption of cloud-based platforms, which offer a cost-effective and efficient alternative to traditional on-premises solutions. Cloud deployment is expected to hold a larger market size due to its budget-friendly nature and the way it streamlines lending processes.

 The market is moderately fragmented with key players pursuing strategies like new product launches, partnerships, and product upgrades to maintain and strengthen their market positions. These strategies are complemented by investments in research and development activities aimed at integrating advanced technologies such as machine learning and blockchain into digital lending platforms.

 The significant growth of the market is indicative of the broad acceptance and implementation of digital transformation in the lending industry, which continues to evolve with the advancements in technology and changing customer needs.

 This growth is consistent with a recent study 1 from Harvard Business School, commissioned by the Interactive Advertising Bureau (IAB), which showed the internet economy has grown seven times faster than the U.S. economy over the past four years and now accounts for 12% of the U.S. GDP. Here are some general statistics from that study regarding digital advertising:

 Digital video continues to be one of the fastest growing channels, up 50.8% compared to last year, with total revenues of $39.5B

 Social media advertising was up 39.3% to $57.7 billion, as consumers continue to engage with Meta platforms, Snapchat, TikTok, and Twitter

 ___________________
 1  (retrieved on February 28, 2024)

 Employees and Culture

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

 Always do your best

 Be transparent

 Be joyful

 Don't take anything personal

 Be impeccable with your word

 Don't make assumptions

 Walk in the shoes of our customers

 Treat feedback as a gift

 Communicate early, often, and openly

 Understand we are working together to do good in the small business community

 Be passionate about the success of small businesses

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

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

 As of August 31, 2023, we had 21 full-time employees, all of whom are based in the United States. We supplement our workforce with contractors and consultants globally.

 Technology/Intellectual Property

 Our technology platform consists of a core web-based loan application and loan management system supplemented by a multi-tiered API based data discovery services which are woven together to create a holistic, turnkey lending platform.

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

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

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

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

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

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

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

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

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

 Competition

 There are several software solutions that currently address a portion of our target markets, but we have not found another platform that offers an end-to-end lending platform combined with its integration of professional marketing services. While LoanPro, Turnkey Lender, and Lendflo offer robust loan management and lending platforms, Business Warrior differentiates itself by providing vastly improved onboarding experiences along with comprehensive marketing tools and strategies. This unique service offering not only supports lenders in managing and originating loans but also in acquiring borrowers efficiently and ensuring lenders' marketability and profitability. This dual approach caters to the technical and promotional needs of lenders, setting Business Warrior apart as a provider of both lending solutions and growth-oriented marketing services.

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

 Lending Technology

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

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

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

 Marketing Agencies

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

 Helix House's transition to focus exclusively on lender marketing services under the Business Warrior umbrella strengthens the company's competitive edge. This shift harnesses the agency's established model of cultivating long-term client relationships, resulting in low turnover and fostering a stable, reliable revenue stream. By directing this client-centric approach towards lender marketing, Business Warrior leverages Helix House's proven track record of growth and client reinvestment. This strategic move is designed to enhance profitability for both the agency and its lending clients, ensuring a symbiotic path to sustained revenue growth and market success. Leveraging its history of nurturing enduring client relationships, Helix House brings its distinct attributes to aid lenders in acquiring more borrowers. By employing strategies that balance agency services, analytics and media investment, Helix House ensures that lenders witness short- and long-term success, encouraging sustained partnership. Furthermore, focusing on revenue impact rather than superficial metrics cultivates trust and proves the effectiveness of the campaigns.

 When lenders engage with both Business Warrior's PayPlan and Helix House's marketing services, they benefit from an optimized borrower funnel and enhanced data analysis, leading to increased profitability. This collaborative success, in turn, fuels Business Warrior's growth through escalated loan volumes, creating a win-win situation for all parties involved.

 Lender specific marketing agencies are far and few between in the industry. While there is no direct competitor to lender marketing services, marketing agencies as mentioned in this section above remain our primary competition.

 Employees and Key Consultants

 As of August 31, 2023, we had 21 full-time employees, all of whom are based in the United States. We supplement our workforce with contractors and consultants globally.

 Available information

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

 ITEM 1A. RISK FACTORS

 N/A

 ITEM 1B. UNRESOLVED STAFF COMMENTS

 N/A

 ITEM 2. PROPERTIES

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

 ITEM 3. LEGAL PROCEEDINGS

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

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

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

 Mbocal And JKB Financial, Inc. Dba Level Finance, v. Fluidfi, Inc., Dba Alchemy Technologies; Business Warrior, Inc., and Business Warrior Funding, Inc.
 Case No. 30-2023-01322081-CU-FR-CJC, Superior Court of California, Orange County, California

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

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

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

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

 ITEM 4. MINE SAFETY DISCLOSURES

 N/A

 ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

 Market Information

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

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

 Quarter Ended

 High Bid

 Low Bid

 $
 0.0042

 $
 0.0039

 May 31, 2023

 $
 0.0046

 $
 0.0046

 February 28, 2023

 $
 0.0069

 $
 0.006

 November 30, 2022

 $
 0.01

 $
 0.008

 $

 $
 0.0105

 May 31, 2022

 $
 0.0027

 $
 0.0259

 February 28, 2022

 $
 0.0637

 $
 0.06

 November 28, 2021

 $
 0.011

 $
 0.008

 Capital Stock

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

 Common Stock

 General

 As of February 15, 2024, there were 506,961,773 shares of the registrant's common stock issued and outstanding.

 Voting Rights

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

 Dividends

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

 Other Rights

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

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

 Warrants

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

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

 Duration and Exercise Price

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

 Exercisability

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

 Cashless Exercise

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

 Purchase Rights

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

 Fundamental Transaction

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

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

 Transferability

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

 Exchange Listing

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

 Right as a Stockholder

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

 Preferred Stock

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

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

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

 Stated/Liquidation value of $100.00 per share

 No Voting rights except as required by law

 Are convertible into common shares based upon 80% of average closing prices for a share of Common Stock on the principal exchange or market on which such shares are then trading for the 20 trading days immediately preceding the conversion date

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

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

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

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

 Voting. On any matter presented to the shareholders of the Corporation for their action or consideration at any meeting of shareholders of the Corporation (or by written consent of shareholders in lieu of meeting), each holder of outstanding shares of Series C Preferred Stock shall be entitled to cast the number of votes equal to the number of whole shares of Common Stock into which the shares of Series C Preferred Stock held by such holder are convertible

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

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

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

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

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

 Transfer Agent and Registrar

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

 Recent Sales of Unregistered Securities

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

 21,875,000 shares of common stock in exchange for $1,750,000 of cash associated with a Regulation A

 200,000 shares of restricted common stock in exchange for $10,000 of cash to a limited amount of investors under a Regulation D offering

 150,000 shares of restricted common stock for consulting services

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

 9,720,000 shares of restricted common stock for employee bonuses

 523,719 shares of restricted common stock for consulting services

 792,624 shares of restricted common stock in exchange for $39,631 in an outstanding note

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

 18,004,115 shares of restricted common stock as a part of the acquisition of Helix House

 1,389,414 shares of restricted common stock for consulting services

 7,500,000 shares of restricted common stock as a part of a debt settlement

 1,465,000 shares of restricted common stock for employee bonuses

 The Company cancelled 15,020,023 shares of common stock in exchange for 12,017 of Preferred B shares

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

 8,790,111 shares of restricted common stock as a fee to setup a debt instrument

 1,666,666 shares of restricted common stock for employee bonuses

 10,000,000 shares of common stock in exchange for $100,000 cash as a part of an offering filed through an S-1

 3,365,687 shares of restricted common stock for consulting services

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

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

 ITEM 6. SELECTED FINANCIAL DATA

 N/A

 ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

 Our management's discussion and analysis provides a narrative about our financial performance and condition that should be read in conjunction with the audited and unaudited consolidated financial statements and related notes thereto included in this annual report on Form 10-K. This discussion contains forward looking statements reflecting our current expectations and estimates and assumptions about events and trends that may affect our future operating results or financial position. Our actual results and the timing of certain events could differ materially from those discussed in these forward-looking statements due to a number of factors, including, but not limited to, those set forth in the sections of this annual report on Form 10-K titled "Risk Factors" beginning at page 5 above and "Forward-Looking Statements" beginning at page 3 above.

 Results of Operations

 Years Ended August 31, 2023 and 2022

 Revenues

 For the twelve months ended August 31, 2023, and 2022 the Company had revenues of $4,297,122 and $3,710,370, respectively. Cost of sales were $3,110,737 and $1,253,649 for the period, representing 72% and 34% of revenue respectively. The increase in sales is attributed to an added revenue channel for the Company's new product, PayPlan, and an increase in marketing agency revenue generated from the Company's subsidiary, Helix. The increase in Cost of Sales was due to the business model from Helix having a high Cost of Sales associated with digital advertising costs. Additionally, the company had $1,058,580 of revenue in the last fiscal quarter ended August 31, 2023, which represents a 16% increase as compared to the previous quarter ended May 31, 2023. The majority of the increase in the quarter was due to revenue growth of $52,964 from the Company's PayPlan product line, and $81,231 revenue growth in the Helix marketing agency subsidiary.

 Operating Expenses

 For the twelve-month period ending on August 31, 2023 and 2022 we had operating expenses of $4,143,270 and $6,272,413 respectively. The decrease is attributable to a reduction in advertising and promotion by 82%, general and administrative by 54%, and salaries and wages by 7%. The decreases in these expenses are attributable to the consolidation of expenses related to the two acquisitions made in the previous fiscal year, and narrowed focus on building new long-term monthly recurring revenue products (PayPlan) with one common vertical for all divisions of the company.

 Net Loss

 For the twelve months ended August 31, 2023 and 2022 we had Net (Loss) of $(5,298,196) and $(7,591,250), respectively. The operating loss for the period ending August 31, 2023 of $(2,956,885) compared to Operating Net (Loss) in the previous period of (3,815,692) is attributable to an increase in revenue, and a decrease in operating expenses.

 Assets and Liabilities

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

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

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

 Liquidity and Capital Resources

 Working Capital

 2023

 2022

 Current Assets

 $
 510,939

 $
 1,011,896

 Current Liabilities

 $
 6,264,834

 $
 3,021,749

 Working Capital (Deficiency)

 $
 (5,753,895
)

 $
 2,009,853

 Current liabilities as of August 31, 2023 and 2022 were $6,264,834 and $3,021,749 respectively, an increase of $3,243,085. The primary reason for the increase was an increase in an accrued contract liability of $2,755,478, net of discount $244,522 as of August 31, 2023, an increase in accounts payable and accrued liabilities of $840,936, and an accrued dividends payable of $408,333. This was offset by a decrease in deferred revenue of $474,977.

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

 Cash Flows

 Year Ended

 Year Ended

 2023

 2022

 Net Cash Used in Operating Activities

 $
 (1,148,303
)

 $
 (3,777,749
)

 Net Cash Provided by Investing Activities

 $
 169,639

 $
 (1,894,744
)

 Net Cash Provided by Financing Activities

 740,403

 1,803,183

 Net Increase (decrease) in Cash

 $
 (238,260
)

 $
 (3,869,310
)

 Operating Activities

 Cash used by operating activities

 The Company used $1,148,302 in cash from operating activities for the year ended August 31, 2023 as compared to a use of $3,777,749 for the year ended August 31, 2022. The Company had a decrease in Net Loss of $2,293,054 as compared to the previous twelve-month period. Depreciation and amortization increased by $213,537, amortization of debt discount increased by $484,270, accounts receivable decreased by $367,908 and accounts payable and accrued liabilities increased by $3,596,414. That was offset by increases in change in fair market value of derivative liability of $386,344, unrealized gain on investments $86,000, and a decrease in deferred revenue of $474,977.

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

 Cash from investing activities

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

 Cash from financing activities

 The Company's net cash from financing activities $740,403 for the year ended August 31, 2023 compared to $1,803,183 compared to the previous year ended August 31, 2022. The majority of the decrease is attributable to $0 in proceeds from issuance of common stock compared to $1,860,001 the previous year. This was offset by $766,000 in proceeds from the line of credit, and $78,357 in proceeds of notes payable.

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

 Series A:

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

 Series B Preferred Stock Purchase Agreements

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

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

 Series C:

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

 Going Concern

 At August 31, 2023, we had a working capital deficit, stockholders' deficit and accumulated deficit of $5,753,895, $6,237,986 and $16,663,133. We have generated minimal revenues and have incurred losses during the period. Accordingly, we will be dependent on future additional financing in order to expand our business, which the Company has subsequently raised additional capital as mentioned in the subsequent events. We are considered a development stage company in the digital technology and lending software industry. As of August 31, 2023, there is no assurance that we will be able raise sufficient capital to sustain our operations. We expect to incur further losses in the development of our business, all which casts substantial doubt about our ability to continue as a going concern. Our ability to continue as a going concern is dependent upon our ability to generate future profitable operations and/or to obtain the necessary financing to meet our obligations and repay our liabilities arising from normal business operations when they come due.

 Application of Critical Accounting Policies

 Use of Estimates

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

 Revenue Recognition

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

 Impairment of Long-Lived Assets

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

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

 Stock-based compensation

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

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

 Financial Instruments

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

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

 Basic and Diluted Net Loss Per Share

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

 Recent Accounting Pronouncements

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

 Off-Balance Sheet Arrangements

 We do not have any off -balance sheet arrangements

 ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

 N/A

 ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

 BUSINERSS WARRIOR CORPORATION

 CONSOLIDATED FINANCIAL STATEMENTS

 AUIGUST 31, 2023

 Report of Independent Registered Public Accounting Firm (PCAOB I.D. 3289)

 Consolidated Balance Sheets as of August 31, 2023 and 2022

 Consolidated Statements of Operations for the years ended August 31, 2023 and 2022

 Consolidated Statements of Changes in Stockholders' Deficit for the years ended August 31, 2023 and 2022

 Consolidated Statements of Cash Flows for the years ended August 31, 2023 and 2022

 Notes to the Consolidated Financial Statements

 F-6 - F-22

 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 To the Board of Directors and
 Stockholders of Business Warrior Corporation

 Opinion on the Financial Statements

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

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

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

 Basis for Opinion

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

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

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

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

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

 Tampa, Florida
 March 15, 2024

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

 CONSOLIDATED BALANCE SHEETS

 2023

 2022

 Assets

 Current assets

 Cash and cash equivalents

 $
 144,171

 $
 382,431

 Accounts receivable

 174,520

 542,428

 Current portion of loans receivable, net

 46,260

 70,399

 Investments, at fair value

 86,000

 -

 Prepaids and other current assets

 59,988

 16,638

 Total current assets

 510,939

 1,011,896

 Loans receivable, non-current, net

 -

 223,219

 Finance right-of-use asset, net

 57,805

 76,219

 Property and equipment, net

 52,170

 244,633

 Intangible assets, net

 646,550

 -

 Goodwill

 1,201,804

 2,321,667

 Total Assets

 $
 2,469,268

 $
 3,877,634

 Liabilities and Stockholders' Equity

 Current liabilities

 Accounts payable and accrued liabilities

 1,904,281

 1,063,345

 Accrued contract liability, net of discount $ 244,522 and $ 0 as of August 31, 2023 and 2022, respectively

 2,755,478

 -

 Accrued dividends payable

 408,333

 -

 Deferred revenue

 -

 474,977

 Current portion of finance lease liability

 18,487

 18,487

 Due to related party

 210,667

 159,161

 Current portion of notes payable

 17,588

 47,740

 Helix House earnout payable

 950,000

 1,250,000

 Current portion of SBA loan

 -

 8,039

 Total current liabilities

 6,264,834

 3,021,749

 Line of Credit, net of discount $ 473,311 and $ 0 as of as of August 31, 2023 and 2022, respectively

 1,629,801

 -

 Derivative liability

 325,246

 -

 Helix House earnout payable, non-current

 300,000

 -

 Finance lease liability, non-current

 37,473

 57,164

 Notes payable, non-current

 -

 27,260

 SBA loan, non-current

 149,900

 141,861

 Total Liabilities

 8,707,254

 3,248,034

 Commitments and contingencies (Note 16)

 Stockholders' Equity

 Preferred stock, par value $ 0.001, 10,000,000 shares authorized

 Series A Preferred stock, 15,500 shares authorized, issued and outstanding

 Series B Preferred stock, 100,000 shares authorized; 0 and 12,017 issued and outstanding at August 31, 2023 and 2022, respectively

 -

 Series C Preferred stock, 50,000 shares authorized, issued and outstanding

 Common stock, $ 0.0001 par value; 500,000,000 shares authorized; 465,618,093 shares issued and outstanding

 46,562

 46,562

 Additional paid in capital

 10,378,519

 11,539,564

 Accumulated deficit

 ( 16,663,133
)

 ( 10,956,604
)

 Total stockholders' equity (deficit)

 ( 6,237,986
)

 629,600

 Total Liabilities and Stockholders' Equity (Deficit)

 $
 2,469,268

 $
 3,877,634

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

 CONSOLIDATED STATEMENTS OF OPERATIONS

 For the years ended

 2023

 2022

 Sales

 $
 4,297,122

 $
 3,710,370

 Cost of sales

 3,110,737

 1,253,649

 Gross profit

 1,186,385

 2,456,721

 Operating expenses:

 Salaries and wages

 2,152,880

 2,313,689

 General and administrative expenses

 1,198,391

 2,553,037

 Goodwill impairment

 -

 4,023,823

 Professional services

 637,470

 547,115

 Advertising and promotion

 154,529

 858,572

 Loss from operations

 ( 2,956,885
)

 ( 7,839,515
)

 Other income (expense):

 Interest expense

 ( 892,809
)

 ( 2,923
)

 Interest income

 77,636

 -

 Gain on extinguishment of debt

 -

 77,500

 Settlement (costs)/recoveries

 ( 2,509,620
)

 165,375

 Change in fair value of derivative liability

 386,344

 -

 Change in accounting estimated contingent liability

 ( 233,784
)

 -

 Tax recovery from employee retention credit

 629,909

 -

 Unrealized change in fair value of investments

 86,000

 -

 Change in estimated value of acquired assets

 109,000

 -

 Other income

 6,013

 8,313

 Net loss before income taxes

)

)

 Income taxes

 -

 -

 $
)

 $
)

 Preferred stock dividends

 ( 408,333
)

 -

 Net loss attributable to common stockholders

 $
 ( 5,706,529
)

 $
)

 Basic and diluted loss per share

 $
 ( 0.011
)

 $
 ( 0.017
)

 Weighted average shares outstanding - basic and diluted

 465,618,093

 434,700,005

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

 CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIT)

 Series A Preferred Stock

 Series B Preferred Stock

 Series C Preferred Stock

 Common Stock

 Amount

 Amount

 Amount

 Amount

 Additional Paid in
 Capital

 Accumulated
 Deficit

 Total

 Balance August 31, 2021

 15,500

 $

 -

 $
 -

 -

 $
 -

 395,095,780

 $
 39,510

 $
 5,271,795

 $
 ( 3,365,354
)

 $
 1,945,967

 Issuance of common stock for services

 -

 -

 -

 -

 -

 -

 27,170,597

 2,717

 1,273,863

 -

 1,276,580

 Issuance of common stock for cash

 -

 -

 -

 -

 -

 -

 32,075,000

 3,208

 1,856,793

 -

 1,860,001

 Issuance of common stock for convertible debt

 -

 -

 -

 -

 -

 -

 792,624

 39,552

 -

 39,631

 Conversion of common stock into Series B preferred stock

 -

 -

 12,017

 -

 -

 ( 15,020,023
)

 ( 1,502
)

 1,490

 -

 -

 Issuance of stock for business acquisitions

 -

 -

 -

 -

 50,000

 18,004,115

 1,800

 2,871,821

 -

 2,873,671

 Issuance of common stock for settlement agreement

 7,500,000

 224,250

 -

 225,000

 -

 -

 -

 -

 -

 -

 -

 -

 -

)

)

 Balance August 31, 2022

 15,500

 $

 12,017

 $

 50,000

 $

 465,618,093

 $
 46,562

 $
 11,539,564

 $
 ( 10,956,604
)

 $
 629,600

 Issuance of stock options

 -

 -

 -

 -

 -

 -

 -

 -

 11,143

 -

 11,143

 Conversion of preferred stock to debt

 -

 -

 ( 12,017
)

 ( 12
)

 -

 -

 -

 -

 ( 1,172,188
)

 -

 ( 1,172,200
)

 Deemed dividend of Series C preferred stock

 -

 -

 -

 -

 -

 -

 -

 -

 ( 408,333
)

 ( 408,333
)

 -

 -

 -

 -

 -

 -

 -

 -

 -

)

)

 Balance August 31, 2023

 15,500

 $

 -

 $
 -

 50,000

 $

 465,618,093

 $
 46,562

 $
 10,378,519

 $
 ( 16,663,133
)

 $
 ( 6,237,986
)

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

 CONSOLIDATED STATEMENTS OF CASH FLOWS

 For the year ended

 2023

 2022

 Cash Flows from Operating Activities

 $
)

 $
)

 Adjustments to reconcile net loss to net

 cash from operating activities:

 Bad debt on loans receivable

 -

 59,427

 Depreciation and amortization

 369,327

 155,790

 Change in allowance for doubtful accounts

 77,719

 -

 Stock-based compensation

 11,143

 1,276,580

 Goodwill impairment

 -

 4,023,823

 Change in fair value of derivative liability

 ( 386,344
)

 -

 Change in estimated contingent liability

 233,784

 Amortization of debt discount

 484,270

 -

 Unrealized change in fair value of investments

 ( 86,000
)

 -

 Gain on extinguishment of debt

 -

 ( 77,500
)

 Changes in operating assets and liabilities

 Accounts receivable, net

 367,908

 ( 58,045
)

 Prepaids and other current assets

 ( 43,350
)

 27,550

 Deferred revenue

 ( 474,977
)

 441,977

 Accrued contract liability

 2,755,478

 Accounts payable and accrued liabilities

 840,936

 ( 2,036,101
)

 Net cash from operating activities

 ( 1,148,302
)

 ( 3,777,749
)

 Cash Flows from Investing Activities

 Net cash paid for business acquisition

 -

 ( 1,328,596
)

 Issuance of loans receivable

 -

 ( 606,450
)

 Payments received on loans receivable

 169,639

 253,405

 Purchase of property and equipment

 -

 ( 213,103
)

 Net cash from investing activities

 169,639

 ( 1,894,744
)

 Cash Flows from Financing Activities

 Proceeds from notes payable

 -

 75,000

 Proceeds from line of credit

 766,000

 -

 Proceeds from issuance of common stock

 -

 1,860,001

 Payments of finance lease liability

 ( 19,691
)

 ( 17,200
)

 Payments of notes payable

 ( 57,412
)

 ( 110,607
)

 Proceeds of notes payable, related party

 78,356

 -

 Payments of notes payable, related party

 ( 26,850
)

 ( 4,011
)

 Net cash from financing activities

 740,403

 1,803,183

 Change in cash and cash equivalents

 ( 238,260
)

 ( 3,869,310
)

 Cash and cash equivalents at beginning of period

 382,431

 4,251,741

 Cash and cash and equivalents at end of period

 $
 144,171

 $
 382,431

 Supplemental Cash Flow Information

 Cash paid for interest

 $

 $

 Cash paid for income taxes

 $
 -

 $
 -

 Non-cash investing and financing activities:

 Stock issued for settlement of debt

 -

 264,631

 Common shares converted to preferred stock

 -

 ( 1,502
)

 Conversion of preferred stock into debt, net of debt discount

 1,172,189

 -

 Deemed dividends of Series C preferred stock

 408,333

 -

 Issuance of warrants

 660,726

 -

 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 AUGUST 31, 2023 AND 2022

 1. ORGANIZATION AND NATURE OF OPERATIONS

 Organization — Business Warrior Corporation (the "Company" or "Business Warrior") was incorporated in 1995 and is currently domiciled in Wyoming. On March 18, 2022, the Company acquired Helix House, LLC, a premium marketing agency that provides small business advertising services including digital marketing. Additionally, on June 18, 2022, the Company acquired FluidFi Inc., dba Alchemy Technology, a lending technology company that builds fully customized end-to-ending lending solutions.

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

 2. GOING CONCERN

 The accompanying financial statements have been prepared in conformity with U.S. GAAP, which contemplate continuation of the Company as a going concern for a period of one year from the issuance of these financial statements. For the year ended August 31, 2023, the Company had $ 4,297,122 in revenues, a net loss of $ 5,298,196 and had net cash used in operations of $ 1,148,302. Additionally, as of August 31, 2023, the Company had working capital deficit, stockholders' deficit and accumulated deficit of $ 5,753,895, $ 6,237,986 and $ 16,663,133, respectively. It is management's opinion that these conditions raise substantial doubt about the Company's ability to continue as a going concern for a period of twelve months from the date of the issuance of these financial statements.

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

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

 3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

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

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

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

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

 Intangible Assets — Certain intangible assets arose from the acquisition of Helix House, LLC on March 16, 2022 and consist of the following, which are being amortized on a straight-line basis over the following estimated useful lives, if applicable:

 Estimated

 Asset

 Useful Life

 Customer Relationships

 Trademarks

 Indefinite

 Non-Compete Agreements

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

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

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

 Impairment of Long-Lived Assets —Potential impairments of long-lived assets are reviewed when events or changes in circumstances indicate a potential impairment may exist. In accordance with Accounting Standard Codification ("ASC") Subtopic 360-10, "Property, Plant and Equipment – Overall," impairment is determined when estimated future undiscounted cash flows associated with an asset are less than the asset's carrying value.

 Goodwill —The Company's goodwill balance of $ 2,321,667 as of August 31, 2022 resulted from the acquisitions of Helix House, LLC and FluidFi, Inc. Helix House, LLC was acquired on March 17, 2022, and FluidFi, Inc. was acquired on June 8, 2022. Goodwill represents the excess of the cost of an acquired business over the estimated fair values of the assets acquired and liabilities assumed. Goodwill is reviewed at least annually for impairment, which may result from the deterioration in the operating performance of the acquired business, adverse market conditions, adverse changes in the applicable laws or regulations and a variety of other circumstances. Any resulting impairment charge would be recognized as an expense in the period in which impairment is identified. After performing a qualitative and quantitative analyses for the acquired companies, the Company recognized approximately $ 0 and $ 4.0 million in goodwill impairment during the years ended August 31, 2023 and 2022, respectively. For the year ended August 31, 2022, the Company recognized full impairment of the FluidFi goodwill and $ 1.1 million goodwill impairment of Helix House.

 Accounts Receivable and Allowance for Doubtful Accounts —Accounts receivable are carried at the original invoiced amount less an allowance for doubtful accounts based on the probability of future collection. The probability of future collection is based on specific considerations of historical loss patterns and an assessment of the continuation of such patterns based on past collection trends and known or anticipated future economic events that may impact collectability. The probability of future collection is also assessed by geography. To date, losses resulting from uncollected receivables have not exceeded management's expectations. The Company recorded an allowance for doubtful accounts of $ 137,146 and $ 59,427 as of August 31, 2023 and 2022, respectively.

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

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

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

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

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

 The Company has deferred revenue of $ 0 and $ 474,977 as of August 31, 2023 and 2022, respectively. Deferred revenue for both years consists of funds from a sales agreement entered into on December 1, 2021, that were unused as of the balance sheet date. The Company recognized $474,977 and $2,113,636 of deferred revenue during the years ended August 31, 2023 and 2022, respectively.

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

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

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

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

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

 Net Income (Loss) Per Common Share —The Company computes income per common share, in accordance with ASC Topic 260, Earnings Per Share,which requires dual presentation of basic and diluted earnings per share. Basic income or loss per common share is computed by dividing net income or loss by the weighted average number of common shares outstanding during the period. Diluted income or loss per common share is computed by dividing net income or loss by the weighted average number of common shares outstanding, plus the issuance of common shares, if dilutive, that could result from the exercise of outstanding stock options and warrants. No potential dilutive common shares are included in the computation of any diluted per share amount when a loss is reported.

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

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

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

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

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

 The Company holds investments that are considered a Level 1 security.

 Advertising and Promotion — The Company follows the policy of charging the costs of advertising, marketing, and public relations to expense as incurred. The Company has $ 154,529 and $ 858,572 in advertising expenses for the years ended August 31, 2023 and 2022, respectively.

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

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

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

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

 4. RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS

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

 5. SEGMENT DISCLOSURES

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

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

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

 Helix House

 Other

 The Other category includes the Company's corporate headquarters and a less significant operating segment which was the FluidFi acquisition obtained during the year ended August 31, 2022.

 Performance Measures of Reportable Segments

 Revenue and EBITDA of the Company's reportable segments for the years ended August 31, 2023 and 2022 was as follows:

 Net Sales

 Helix House

 $
 2,243,915

 $
 942,182

 Other

 2,053,207

 2,768,188

 Total

 $

 4,297,122

 $

 3,710,370

 Net Loss

 Helix House

 $
 ( 98,686
)

 $
 47,638

 Other

 ( 5,199,510
)

 ( 7,638,888
)

 Total

 $

)

 $

)

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

 Total Net loss from continuing operations

 $
)

 $
)

 Interest income

 77,636

 -

 Interest expense

 892,809

 2,923

 Income tax (expense) benefit

 -

 -

 Depreciation and amortization

 369,327

 155,790

 Total segment EBITDA from continuing operations

 $
 ( 4,113,696
)

 $
 ( 7,432,537
)

 Balance Sheet Data of Reportable Segments

 Total assets of the Company's reportable segments at August 31, 2023 and 2022 were as follows:

 Helix House

 $
 223,493

 $
 406,300

 Other

 2,245,775

 3,471,334

 Total assets

 $
 2,469,268

 $
 3,877,634

 6. BUSINESS ACQUISITIONS

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

 Consideration:

 Cash

 $
 1,200,000

 Contingent earnout liability

 935,137

 Common stock

 1,050,000

 Total consideration

 $
 3,185,137

 Assets acquired:

 Cash

 $
 60,085

 Accounts receivable

 10,000

 Other assets

 18,805

 Intangible assets

 805,000

 Goodwill

 2,324,247

 Total assets acquired

 $
 3,218,137

 Deferred revenue

 ( 33,000
)

 Total purchase consideration

 $
 3,185,137

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

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

 Consideration:

 Cash

 $
 800,000

 Preferred stock

 1,823,671

 Total consideration

 $
 2,623,671

 Assets acquired:

 Cash

 $
 611,318

 Accounts receivable

 429,099

 Other assets

 77,003

 Goodwill

 2,901,381

 Total assets acquired

 $
 4,018,801

 Accounts payable

 ( 195,130
)

 Acquired partner debt

 ( 1,200,000
)

 Total purchase consideration

 $
 2,623,671

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

 The following unaudited pro forma financial results reflects the historical operating results of the Company, including the unaudited pro forma results of Helix House and FluidFi for the year ended August 31, 2022, as if each of these business combinations had occurred as of September 1, 2021. The pro forma information presented below does not purport to represent what the actual results of operations would have been for the periods indicated, nor does it purport to represent the Company's future results of operations. The following table summarizes on an unaudited pro forma basis the Company's results of operations for the year ended August 31, 2022:

 2022

 Gross sales

 $
 6,505,447

 Net sales

 4,849,317

 Net operating loss

 ( 3,586,722
)

 $
 7,610,545
)

 Net income per share - basic and diluted

 $
 ( 0.018
)

 Weighted average number of shares of common stock

 outstanding - basic and diluted

 434,700,005

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

 7. LOANS RECEIVABLE

 During the year ended August 31, 2022, the Company launched its new small business lending solution called Business Warrior Funding. The new lending solution leverages the Company's expertise and strategic partnerships to help entrepreneurs grow their business and offset the difficulty often associated with traditional bank lending. Loans to customers range from $ 5,000 to $ 125,000, with interest rates ranging from 16.99 % to 23.0 %. As of August 31, 2023, the Company had a loans receivable balance of $ 183,406 which are all considered current. As of August 31, 2022, the Company had a loans receivable balance of $ 293,618, of which $ 70,399 was considered current. The Company has $ 137,146 and $ 59,427 recorded as an allowance for doubtful accounts as of August 31, 2023 and 2022, respectively.

 8. PROPERTY AND EQUIPMENT

 Property and equipment consist of the following:

 Useful lives

 Software and computer equipment

 5 years

 $
 652,892

 $
 652,892

 Furniture and fixtures and other equipment

 5 years

 2,960

 2,960

 Total property and equipment

 655,852

 655,852

 Less accumulated depreciation

 ( 603,682
)

 ( 411,219
)

 Total property and equipment, net

 $
 52,170

 $
 244,633

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

 9. INTANGIBLE ASSETS

 Useful lives

 Customer relationships

 8 years

 $
 375,000

 $
 -

 Trademarks

 Indefinite

 340,000

 $
 -

 Non-compete agreements

 2 years

 90,000

 -

 Less accumulated depreciation

 ( 158,450
)

 -

 Total property and equipment, net

 $
 646,550

 $
 -

 The Company recorded amortization expense in the amount of $158,450 for the year ended August 31, 2023, which includes amortization from the purchase date of March 2022.

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

 Finance leases

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

 Finance right of use assets are summarized below:

 Finance right-of-use asset

 $
 94,237

 $
 94,237

 Less accumulated depreciation

 ( 36,432
)

 ( 18,018
)

 Finance right-of-use asset, net

 $
 57,805

 $
 76,219

 Depreciation expense was $ 18,414 for the years ended August 31, 2023 and 2022, respectively.

 Finance lease liabilities are summarized below:

 Finance lease liability

 $
 55,960

 $
 75,651

 Less: current portion

 ( 18,487
)

 ( 18,487
)

 Long term portion

 $
 37,473

 $
 57,164

 Maturity of lease liabilities are as follows:

 Year ending August 31, 2024

 $

 21,340

 Year ending August 31, 2025

 21,340

 Year ending August 31, 2026

 19,562

 Total future minimum lease payments

 62,242

 Less imputed interest

 ( 6,282
)

 Present value of payments

 $
 55,960

 11. NOTES PAYABLE

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

 12. LINE OF CREDIT

 The revolving line of credit ("LOC") consists of notes in the principal amount of $ 901,176 that was paid in cash and the conversion of 12,017 of Preferred B stock into debt with a principal amount of $ 1,201,602. The LOC has a maximum draw amount of $ 5,000,000. Advances on the LOC bear interest, on the outstanding principal balance at a rate equal to ten ( 10 %) per annum. The LOC has a maturity date of September 30, 2024. As of August 31, 2023, and 2022, the Company's principal balance is $ 2,103,112, and $ 0 with a debt discount of $ 473,311 and $ 0, respectively.

 13. SBA LOANS

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

 Aggregate principal maturities of the SBA loan is as follows:

 Year ending August 31, 2024

 $
 -

 Year ending August 31, 2025

 -

 Year ending August 31, 2026

 -

 Year ending August 31, 2027

 -

 Year ending August 31, 2028

 -

 Thereafter

 149,900

 $
 149,900

 14. DERIVATIVE FINANCIAL INSTRUMENTS

 Detachable warrants

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

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

 Indexed

 Fair
 Values

 The financings giving rise to derivative financial instruments

 Warrant derivatives

 84,360,841

 $
 325,246

 The following table summarizes the effects on the Company's gain (loss) associated with changes in the fair values of the derivative financial instruments by type of financing for the year ended August 31, 2023:

 Warrant derivatives

 $
 386,344

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

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

 Inception Dates

 Quoted market price on valuation date

 $ 0.0063 - $ 0.0091

 $
 0.0062

 Effective contractual conversion rates

 $

 $

 Contractual term to maturity

 5 years

 4.64 years

 Market volatility:

 Volatility

 231.20 % - 233.87 %

 227.89 % - 234.20 %

 Risk-adjusted interest rate

 3.84 % - 4.18 %

 4.18
 %

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

 Year Ended

 Balances at beginning of period

 $
 -

 Issuances:

 Warrant derivatives

 711,590

 Conversions

 -

 Warrant exercise

 -

 Changes in fair value inputs and assumptions reflected in income

 ( 386,344
)

 Balances at end of period

 $
 325,246

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

 15. RELATED PARTIES

 The Board of Directors has adopted a written related party transaction policy. This policy applies to all transactions that qualify for disclosure. Information about transactions involving related persons is reviewed by management. Related persons include Company directors and executive officers, as well as their immediate family members. If a related person has a direct or indirect material interest in any Company transaction, then management would decide whether or not to approve or ratify the transaction. Amounts due to related parties were $ 210,667 and $ 159,161 as of August 31, 2023 and 2022, respectively. These amounts are considered a current liability.

 16. COMMITMENTS AND CONTINGENCIES

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

 The Company has accrued the full $ 3,000,000 net of a discount of $ 244,522 and is currently disputing the total liability amount under this agreement. The two parties are engaged in a legal dispute regarding the performance and terms of the contract. The outcome of this dispute could potentially alter the accrued contract obligation.

 17. WARRANTS

 As of August 31, 2023 and 2022, the Company had 84,360,841 and 0 warrants outstanding, respectively. The warrants, which were issued in 2023, were valued using a Black-Scholes Merton ("BSM") model. The initial fair value of $ 711,591 was recorded in derivative liabilities on the balance sheet. The warrants are marked to market each reporting period with the changes in fair value recorded in the statement of operations. The warrants have an exercise price of $0.0125 per share and have a expiration period of 5 years.

 Number of Shares

 Weighted Average Exercise Price

 Weighted Average Remaining Contractual Life

 Warrants Outstanding – August 31, 2021

 -

 Issued

 -

 Exercised

 -

 Expired

 -

 Warrants Outstanding – August 31, 2022

 -

 Issued

 84,360,841

 $
.0125

 5.00 Years

 Exercised

 -

 Expired

 -

 Warrants Outstanding – August 31, 2023

 84,360,841

 $

 4.13 Years

 Outstanding Exercisable – August 31, 2023

 84,360,841

 $

 4.13 Years

 18. EQUITY

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

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

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

 Stock options

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

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

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

 Stock Price

 $
 0.0046

 Exercise Price

 $
 0.02

 Dividend yield

 %

 Expected volatility

 167.38
 %

 Risk-Free interest rate

 3.70
 %

 Expected life (in years)

 2.50

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

 Weighted

 Weighted

 Average

 Average

 Exercise Price

 Remaining Term

 Options outstanding August 31, 2021

 -

 $
 -

 -

 Options granted

 -

 -

 -

 Options exercised

 -

 -

 -

 Options cancelled

 -

 -

 -

 Options outstanding August 31, 2022

 -

 $
 -

 -

 Options granted

 3,750,000

 0.02

 5 Years

 Options exercised

 -

 -

 -

 Options cancelled

 -

 -

 -

 Options outstanding at August 31, 2023

 3,750,000

 $
 0.02

 4.76 Years

 Options exercisable at August 31, 2023

 3,750,000

 $
 0.02

 4.76 Years

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

 19. CONCENTRATIONS

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

 20. INCOME TAXES

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

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

 Federal income taxes attributable to:

 2023

 2022

 Current operations

 $
 ( 792,132
)

 $
 ( 752,083
)

 Deferred

 792,132

 752,083

 Net provision for federal income taxes

 $
 -

 $
 -

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

 2023

 2022

 Net operating loss carryover

 $
 2,892,003

 $
 1,455,884

 Less: valuation allowance

 ( 2,892,003
)

 ( 1,455,884
)

 Net deferred income taxes

 $
 -

 $
 -

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

 2023

 2022

 U.S. statutory federal income tax rate

 21.0
 %

 21.0
 %

 Goodwill impairment

 -

 - 15.7
 %

 Income tax expense (benefit) for the period

 21.0
 %

 5.3
 %

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

 21. EMPLOYEE RETENTION CREDIT

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

 22. SUBSEQUENT EVENTS

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

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

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

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

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

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

 ITEM 9A. CONTROLS AND PROCEDURES

 (a)

 Disclosure Controls and Procedures

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

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

 (b)

 Management's Report on Internal Control over Financial Reporting

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

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

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

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

 (c)

 Changes in Internal Control over Financial Reporting

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

 ITEM 9B. OTHER INFORMATION

 None

 ITEM 10. DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE

 Directors and Executive Officers

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

 Name and Address

 Age

 Date Appointed to Office

 Position(s)

 Rhett Doolittle

 January 31, 2020

 Chief Executive Officer, Director

 Jonathan Brooks

 January 31, 2020

 President, Director

 Jeremy Keehn

 October 21, 2021

 Chief Marketing Officer, Director

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

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

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

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

 Board Composition

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

 Rhett Doolittle is the Chairman of the Board

 Jonathan Brooks is Vice Chairman of the Board

 Jeremy Keehn serves as a Director of the Board

 Term of Office

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

 Family Relationships

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

 Board Committees

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

 Director Independence

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

 Audit Committee Financial Expert

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

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

 Involvement in Certain Legal Proceedings

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

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

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

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

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

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

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

 Code of Ethics

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

 ITEM 11. EXECUTIVE COMPENSATION

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

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

 Name and Principal Position

 Year*

 Salary ($)

 Stock Awards ($)

 Non-Equity Incentive Plan Compensation ($)

 Change in Pension Value and Nonqualified Deferred Compensation Earnings ($)

 All Other Compensation ($) (2)

 Total
 ($)

 Rhett Doolittle
 CEO

 2022

 $
 112,000

 $
 -

 $
 207,000

 $
 -

 $
 5,400

 $
 324,400

 2023

 $
 134,675

 $
 -

 -

 $
 5,400

 $
 140,075

 Jonathan Brooks
 President

 2022

 $
 108,000

 $
 -

 $
 -

 $
 248,000

 $
 5,400

 $
 361,400

 2023

 $
 110,175

 $
 -

 $
 20,000

 5,400

 $
 135,575

 Jeremy Keehn
 Chief Marketing Officer

 2022

 $
 170,000

 $
 -

 $
 -

 $
 40,000

 $
 -

 $
 210,000

 2023

 $
 196,000

 $
 -

 $
 -

 $

 $
 -

 $
 196,000

 Cody Cross

 2022

 $
 105,000

 $
 -

 $
 108,155

 $
 6,000

 $
 -

 $
 219,155

 2023

 $
 -

 $
 -

 $
 -

 $
 -

 $

 - Cody Cross is no longer an employee as of September 2023

 *For fiscal year beginning September 1, 2022 and September 1, 2023

 ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

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

 Name and Address of Beneficial Owner (1)

 Common Stock Beneficial Ownership

 Percent of Class (2)

 Outstanding Series A Preferred Stock (3)

 Percent of Class

 Named Executive Officers and Directors (4)

 Rhett Doolittle

 3,000,000

 %

 6,975

 %

 -

 Jonathan Brooks

 3,000,000

 %

 6,200

 %

 -

 Jeremy Keehn

 3,090,251

 %

 1,500

 %

 -

 Cody Cross

 1,500,000

 %

 %

 All executive officers and directors as a group (five people)

 10,590,251

 2.3
 %

 15,500

 100.0
 %

 -

 Other 5% Stockholders

 Phoenix Associates, Inc.

 26,433,333

 5.7
 %

 Tatyana Andreyeva

 42,215,455

 9.1
 %

 (1)

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

 (2)

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

 (3)

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

 (4)

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

 ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

 Transactions with related persons

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

 (i)

 Any director or executive officer of our company;

 (ii)

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

 (iii)

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

 (iv)

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

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

 Director Independence

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

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

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

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

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

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

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

 ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES

 Audit Fees

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

 Accell

 Accell

 Fiscal Year Ended

 Fiscal Year Ended

 Fee Category

 31-Aug-23

 31-Aug-22

 Audit Fees

 $
 150,300

 $
 97,750

 Audit Related Fees

 $
 -

 $
 -

 Tax fees

 $
 -

 $
 -

 All Other fees

 $
 -

 $
 -

 Total

 $
 150,300

 $
 97,750

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

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

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

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

 ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES

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

 Exhibit Number

 Description

 3.1(i)*

 Articles of Continuance (incorporated by reference to Exhibit 2.1 to the Company's filing on Form 1-A on November 16, 2020)

 3.1(ii)*

 Amended and Restated Articles of Incorporation of Business Warrior (incorporated by reference to Exhibit 2.2 to the Company's Filing on Form 1-A on November 16, 2020)

 3.1(iii)*

 Designation of the Series B Preferred Stock(incorporated by reference to Exhibit 3.1(iii) to the Company's Filing on Form S-1 on June 8, 2022)

 3.2(ii)*

 Bylaws of Business Warrior Corporation.(incorporated by reference to Exhibit 3.2(ii) to the Company's Filing on Form S-1 on June 16, 2022)

 10.1*

 Plan and Agreement of Merger and Reorganization (incorporated by reference to Exhibit 6.1 to the Company's filing on Form 1-A on November 16, 2020)

 10.2*

 Consulting agreement with Kevin Kading (incorporated by reference to Exhibit 6.1 to the Company's filing on Form 1-A on November 16, 2020)

 10.3*

 Agreement with Savior Software (incorporated by reference to Exhibit 3.1(iii) to the Company's Filing on Form S-1 on June 8, 2022)

 10.4*

 Development Agreement with Alchemy (incorporated by reference to Exhibit 3.1(iii) to the Company's Filing on Form S-1 on June 8, 2022)

 10.5*

 Agreement with EVRGRN (incorporated by reference to Exhibit 3.1(iii) to the Company's Filing on Form S-1 on June 8, 2022)

 10.6*

 Helix House Membership Interest Purchase Agreement (incorporated by reference to Exhibit 3.1(iii) to the Company's Filing on Form S-1 on June 8, 2022)

 10.7*

 Series B Exchange Agreement (incorporated by reference to Exhibit 3.1(iii) to the Company's Filing on Form S-1 on June 8, 2022)

 10.8*

 Common Stock Purchase Agreement (Keystone) (incorporated by reference to Exhibit 3.1(iii) to the Company's Filing on Form S-1 on June 8, 2022)

 10.9*

 Registration Rights Agreement (Keystone) (incorporated by reference to Exhibit 3.1(iii) to the Company's Filing on Form S-1 on June 8, 2022)

 (31)

 Rule 13a-14(a)/15d-14(a) Certification

 31.1*

 Certification of the Principal Executive Officer of the Registrant pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

 (32)

 Section 1350 Certification

 32.1+

 Certification of the Principal Executive Officer and Principal Financial Officer of the Registrant pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

 *

 Previously Filed

 **

 Filed herewith.

 SIGNATURES

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

 Date: March 15, 2024

 By:

 /s/ Rhett Doolittle

 Name: Rhett Doolittle

 Title: Chief Executive Officer and Director
 (Principal Executive Officer) (Principal Financial and Accounting Officer)

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

 Date: March 15, 2024

 By:

 /s/ Rhett Doolittle

 Name: Rhett Doolittle

 Title: Chief Executive Officer and Director
 (Principal Executive Officer) (Principal Financial and Accounting Officer)

 Date: March 15, 2024

 By:

 /s/ Jonathan Brooks

 Jonathan Brooks

 President and Director