Forward-Looking Statements




The following discussion of our financial condition and results of operations
for the nine months ended November 30, 2019 and November 30, 2018 should be read
in conjunction with our unaudited consolidated financial statements and the
notes to those statements that are included elsewhere in this report. Our
discussion includes forward-looking statements based upon current expectations
that involve risks and uncertainties, such as our plans, objectives,
expectations and intentions. Actual results and the timing of events could
differ materially from those anticipated in these forward-looking statements as
a result of a number of factors, including those set forth under Item 1A. Risk
Factors appearing in our Annual Report on Form 10-K for the year ended
February 28, 2019, as filed on August 26, 2019 with the SEC. We use words such
as "anticipate," "estimate," "plan," "project," "continuing," "ongoing,"
"expect," "believe," "intend," "may," "will," "should," "could," and similar
expressions to identify forward-looking statements.


Unless expressly indicated or the context requires otherwise, the terms "AITX",
the "Company", "we", "us", and "our" refer to Artificial Intelligence Technology
Solutions Inc.


Overview


Artificial Intelligence Technology Solutions Inc. (formerly On the Move Systems
Corp.) was incorporated in Florida on March 25, 2010 and reincorporated in
Nevada on February 17, 2015. On August 24, 2018 AITX changed its name from On
the Move Systems Corp. ("OMVS").


Robotic Assistance Devices, LLC ("RAD"), was incorporated in the State of Nevada on July 26, 2016 as a LLC. On July 25, 2017, Robotic Assistance Devices LLC converted to a C Corporation, Robotic Assistance Devices, Inc. through the issuance of its 10,000 authorized common shares to its sole shareholder.




On August 28, 2017, AITX completed the acquisition of RAD (the "Acquisition"),
whereby AITX acquired all the ownership and equity interest in RAD for 3,350,000
shares of AITX Series E Preferred Stock and 2,450 shares of Series F Convertible
Preferred Stock. AITX's prior business focus was transportation services, and
AITX was exploring the on-demand logistics market by developing a network of
logistics partnerships. As a result of the closing of the Acquisition, AITX has
succeeded to the business of RAD, in which AITX purchased all of the outstanding
shares of capital stock of RAD. As a result, AITX's business going forward will
consist of one segment activity which is the delivery of artificial intelligence
and robotic solutions for operational, security and monitoring needs.


The Acquisition was treated as a reverse recapitalization effected by a share
exchange for financial accounting and reporting purposes since substantially all
of AITX's operations were disposed of as part of the consummation of the
transaction. Therefore, no goodwill or other intangible assets were recorded by
AITX as a result of the Acquisition. RAD is treated as the accounting acquirer
as its stockholders control the Company after the Acquisition, even though AITX
was the legal acquirer. As a result, the assets and liabilities and the
historical operations that are reflected in these financial statements are those
of RAD as if RAD had always been the reporting company.


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Results of Operations for the Three Months Ended November 30, 2019 and 2018




The following table shows our results of operations for the three months ended
November 30, 2019 and 2018. The historical results presented below are not
necessarily indicative of the results that may be expected for any future
period.


                                                 Period                                 Change
                                  Three Months           Three Months
                                      Ended                  Ended
                                November 30, 2019      November 30, 2018        Dollars        Percentage
Revenues                       $            71,434    $            38,864    $       32,570            84%

Gross profit                                66,466                 38,864            27,602            71%

Operating expenses                         602,262              1,056,373          (454,111 )         (43% )

Loss from operations                      (535,796 )           (1,017,509 )         481,713           (47% )

Other income (expense), net             (2,860,235 )            8,805,008       (11,665,243 )        (132% )

Net loss                       $        (3,396,031 )  $         7,787,499    $  (11,183,530 )        (144% )



Revenue


Total revenue for the three-month period ended November 30, 2019 was $71,434
which represented an increase of $32,570, compared to total revenue of $38,864
for the three months ended November 30, 2018. As the Company only began its
rental activities of its new products in the quarter ended May 31, 2018 this 84%
increase is a result of both a natural increase in business over time and as a
result of the Company having a larger product line in 2019 compared to 2018.


Gross profit

Total gross profit for the three-month period ended November 30, 2019 was $66,466 which represented an increase of $27,602, compared to gross profit of $38,864 for the three months ended November 30, 2018. The increase resulted primarily from the increased revenues noted above.




Operating Expenses


                                             Period                                Change
                              Three Months           Three Months
                                  Ended                  Ended
                            November 30, 2019      November 30, 2018       Dollars      Percentage
Research and
development                $            94,759    $           300,881    $  (206,122 )         (69% )
General and
administrative                         487,412                724,003       (236,591 )         (33% )
Depreciation and
amortization                            27,591                 31,489         (3,898 )         (12% )
Loss (gain) on
(disposal) impairment
of fixed assets                         (7,500 )                    -         (7,500 )            -
Operating expenses         $           602,262    $         1,056,373    $  (454,111 )         (43% )



Our operating expenses were comprised of general and administrative expenses,
research and development,  depreciation and gain on disposal of fixed assets.
General and administrative expenses consisted primarily of professional
services, automobile expenses, advertising, salaries and wages, travel expenses
and rent. Our operating expenses during the three-month period ended November
30, 2019 and November 30, 2018, were $602,262 and $1,056,373, respectively. The
overall decrease of $451,111 was primarily attributable to the following changes
in operating expenses of:


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? General and administrative expenses decreased by decreased by $236,591. In

comparing the three months ended November 30, 2019 and November 30, 2018

this decrease was primarily due to decreases in wages and salaries of

$249,591 as the company had only one management employee in 2019 and used

consultants for other duties whereas in 2018 there were 15 employees. This

decrease in salary was partially offset by increases in fees paid to

subcontractors which increased $88,902. The decrease in personnel also lead

to a decrease in insurance costs by $20,707. Also, professional fees

decreased by $5,325 due to a reduction in auditor fees, auto, trade show

expenses and travel decreased by $8,876 as the Company had more trade shows

in 2018 introducing new SCOT and other upcoming products, and rent

decreased by $28,156 due the company going from renting 3 locations in 2018

to only one new location in 2019 as disclosed in Note 17.

? Research and development decreased by $206,122 for the 3 months ended

November 30, 2019 due to creation of new product line being done during the

prior year's comparative period as compared to during this period.

? Gain on disposal of fixed assets was $7,500 for the three months ended

November 30, 2019 and 0 for the three months ended November 30, 2018.



  ?   Depreciation and amortization decreased by $3,898. There were no
      significant changes in fixed assets.



Other Income (Expense)


Other income (expense) consisted of the change of fair value of derivative
instruments and interest. Other income (expense) during the three months ended
November 30, 2019 and November 30, 2018, was $(2,860,235) and $8,805,008,
respectively. The $11,665,243 decrease in other income was primarily
attributable to the change in the fair value of derivatives, interest expense,
including interest expense related to derivative liability in excess of the face
value of debt) and loss on settlement of debt. Fair value of derivatives was
largely affected by the decrease in the market price of the Company's common
stock during the current period.


? Change in fair value of derivative liabilities decreased by $12,332,027 due

to the re-valuation of derivative liability on convertible notes based on


      the change in the market price of the Company's common stock.

  ?   Interest expense decreased by $778,665 due to a decrease in interest
      expense related to the derivative liability in excess of debt and a
      decrease in debt discounts that was partially offset by an increase in
      interest expense on debt.

  ?   Gain on settlement of debt decreased by $111,881 due to a decrease in the

number and amount of debt settlements this quarter over the prior year's


      quarter.



Net (loss) income


We had net loss of $(3,396,031) for the three months ended November 30, 2019,
compared to net income of $7,787,499 for the three months ended November 30,
2018. The change is primarily the result of the change in the fair value of the
derivative liabilities and other items discussed above.


Results of Operations for the Nine Months Ended November 30, 2019 and 2018

The following table shows our results of operations for the nine months ended November 30, 2019 and 2018. The historical results presented below are not necessarily indicative of the results that may be expected for any future period.




                                     - 28 -

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                                                 Period                                 Change
                                   Nine Months            Nine Months
                                      Ended                  Ended
                                November 30, 2019      November 30, 2018        Dollars        Percentage
Revenues                       $           186,763    $            65,705    $      121,058           184%

Gross profit                               181,592                 30,251           151,341           500%

Operating expenses                       1,609,123              3,097,430        (1,488,307 )         (48% )

Loss from operations                    (1,427,531 )           (3,067,179 )       1,639,648           (53% )

Other income (expense), net             (1,653,128 )           21,058,280       (22,711,408 )        (108% )

Net loss                       $        (3,080,659 )  $        17,991,101    $  (21,071,760 )        (117% )



Revenue


Total revenue for the nine-month period ended November 30, 2019 was $186,763
which represented an increase of $121,058, compared to total revenue of $65,705
for the nine months ended November 30, 2018. As the Company only began its
rental activities of its new products in the quarter ended May 31, 2018 this
184% increase is a result of both a natural increase in business over time

and as a result of the Company having a larger product line in 2019 compared to 2018.




Gross profit


Total gross profit for the nine-month period ended November 30, 2019 was $181,592 which represented an increase of $151,341, compared to gross profit of $30,251 for the nine months ended November 30, 2018. The increase resulted primarily from the increased revenues noted above.

Operating Expenses




Our operating expenses were comprised of general and administrative expenses,
research and development, and depreciation. General and administrative expenses
consisted primarily of professional services, automobile expenses, advertising,
salaries and wages, travel expenses and rent. Our operating expenses during the
nine-month period ended November 30, 2019 and November 30, 2018, were $1,609,123
and $3,097,430, respectively. The overall decrease of $1,488,307 was primarily
attributable to the following changes in operating expenses of:


                                             Period                                 Change
                               Nine Months            Nine Months
                                  Ended                  Ended
                            November 30, 2019      November 30, 2018        Dollars       Percentage
Research and
development                $           150,703    $           534,012    $    (383,309 )         (72% )
General and
administrative                       1,391,861              2,475,777       (1,083,916 )         (44% )
Depreciation and
amortization                            74,059                 82,902           (8,843 )         (11% )
Loss on impairment of
fixed assets                            (7,500 )                4,739          (12,239 )        (258% )
Operating expenses         $         1,609,123    $         3,097,430    $  (1,488,307 )         (48% )


? General and administrative expenses decreased by $1,083,916. In comparing

the nine months ended November 30, 2019 and November 30, 2018 this decrease


      was primarily due to decreases in wages and salaries of $856,912 as the
      company had only one management employee in 2019 and used consultants for
      other duties whereas in 2018 there were 15 employees. This decrease in

salary was partially offset by increases in fees paid to subcontractors

which increased $278,556. The decrease in personnel also lead to a decrease

in insurance costs by $82,832. Also, professional fees decreased by

$169,410 mostly due to a reduction in auditor fees, trade show expenses

decreased by $149,003 as the Company had more trade shows in 2018

introducing new SCOT and other upcoming products, rent decreased by $83,917


      due the company going from renting 3 locations in 2018 to only one new
      location in 2019 as disclosed in Note 17.



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? Research and development decreased by $383,309 due to credits received in

the quarter ended May 31, 2019 that were a result of billing corrections of

($106,444) and the charges in the nine months ended November 30, 2019 were

$150,703 compared to $534,012 for the prior year's nine month period. The

decrease was also due to less product development being done overall this


      period as in 2018 the new product line was being developed as well.

  ?   Depreciation and amortization decreased by $8,943. There were no
      significant changes in fixed assets.

? Gain on disposal of fixed assets was $7,500 for the nine months ended

November 30, 2019 and a $4,739 loss for the nine months ended November 30,


      2018.



Other Income (Expense)


Other income (expense) consisted of the change of fair value of derivative
instruments and interest. Other income (expense) during the nine months ended
November 30, 2019 and November 30, 2018, was $(1,653,128) and $21,058,280,
respectively. The $22,711,408 decrease in other income was primarily
attributable to the change in the fair value of derivatives, interest expense,
including interest expense related to derivative liability in excess of the face
value of debt) and loss on settlement of debt. Fair value of derivatives was
largely affected by the decrease in the market price of the Company's common
stock during the current period.


? Change in fair value of derivative liabilities decreased by $25,848,100 due

to the re-valuation of derivative liability on convertible notes based on

the change in the market price of the Company's common stock.

? Interest expense decreased by $3,081,454 due to a decrease in interest


      expense related to the derivative liability in excess of debt and a
      decrease in debt discounts that was partially offset by an increase in
      interest expense on debt.

  ?   Gain on settlement of debt increased by $55,238 due to an adjustment to a
      loan settlement.



Net (loss) income


We had net loss of $(3,080,659) for the nine months ended November 30, 2019,
compared to net income of $17,999,101 for the nine months ended November 30,
2018. The change is primarily the result of the change in the fair value of the
derivative liabilities and other items discussed above.


Liquidity, Capital Resources and Cash Flows




Management believes that we will continue to incur losses for the immediate
future. Therefore, we will need additional equity or debt financing until we can
achieve profitability and positive cash flows from operating activities, if
ever. These conditions raise substantial doubt about our ability to continue as
a going concern. Our unaudited condensed consolidated financial statements do
not include and adjustments relating to the recovery of assets or the
classification of liabilities that may be necessary should we be unable to
continue as a going concern. For the nine months ended November 30, 2019, we
have generated revenue and are trying to achieve positive cash flows from
operations.


As of November 30, 2019, we had a cash balance of $16,239, accounts receivable
of $79,989 and $16,295,028 in current liabilities. At the current cash
consumption rate, we will need to consider additional funding sources going
forward. We are taking proactive measures to reduce operating expenses and drive
growth in revenue.


The successful outcome of future activities cannot be determined at this time
and there is no assurance that, if achieved, we will have sufficient funds to
execute our intended business plan or generate positive operating results.


Capital Resources

The following table summarizes total current assets, liabilities and working capital (deficit) for the periods indicated:




                          November 30, 2019     February 28, 2019
Current assets           $           134,268   $           366,681
Current liabilities(1)            16,295,028            15,743,601
Working capital          $       (16,160,760 ) $       (15,376,920 )



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_________

(1) As of November 30, 2019 and February 28, 2019, current liabilities included

approximately $5.3 million and $6.2 million, respectively, of derivative


    liabilities that are expected to be settled in shares of the Company in
    accordance with the various conversion terms.


As of November 30, 2019 and February 28, 2019, we had a cash balance of $16,239 and $21,192, respectively.

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