UNITED STATES
SECURITIES AND EXCHANGE
COMMISSION
Washington, D.C.
20549
FORM 10-K
/A
Amendment
No. 1
[X] ANNUAL REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
For the fiscal year ended February 28, 2021
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: 000-55079
ARTIFICIAL INTELLIGENCE TECHNOLOGY SOLUTIONS
INC.
(Exact name of registrant as
specified in its charter)
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Nevada
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27-2343603
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(State or other jurisdiction
of
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(I.R.S. Employer
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incorporation or
organization)
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Identification No.)
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10800 Galaxie Avenue,
Ferndale, MI
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48220
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(Address of principal
executive offices)
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(Zip Code)
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Registrant’s telephone number, including area code: (877)
787-6268
Securities registered pursuant to Section 12(b) of the Act:
None
Securities registered pursuant to section 12(g) of the Act:
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Title of each class
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Name of each exchange on which
registered
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Common stock, $0.00001 par
value
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OTC PINK
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Indicate by check mark
if the registrant is a well-known seasoned issuer, as defined in
Rule 405 of the Securities Act.
[ ]
Yes [X] 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 [X] 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.
[X]
Yes [ ] No
Indicate by check mark
whether the registrant has submitted electronically and posted on
its corporate Web site, if any, 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).
[X]
Yes [ ] No
Indicate by check mark
if disclosure of delinquent filers pursuant to Item 405 of
Regulation S-K (§ 229.405 of this chapter) is not contained herein,
and will not be contained, to the best of registrant’s knowledge,
in definitive proxy or information statements incorporated by
reference in Part III of this Form 10-K or any amendment to this
Form 10-K.
[X]
Indicate by check mark
whether the registrant is a large accelerated filer, an accelerated
filer, a non-accelerated filer, a smaller reporting company, or
emerging growth company. See the definitions of “large accelerated
filer,” “accelerated filer,” “smaller reporting company,” and
“emerging growth company” in Rule 12b-2 of the Exchange Act.
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Large accelerated
filer
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[ ]
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Accelerated filer
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[ ]
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Non-accelerated
filer
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[X]
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Smaller reporting
company
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[X]
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Emerging growth company
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[ ]
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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 [X] No
The aggregate market
value of the voting and non-voting common equity held by
non-affiliates of the registrant as of August 31, 2020 based upon
the closing price reported on such date was approximately
$2,650,151. Shares of voting stock held by each officer and
director and by each person who, as of August 31, 2020, may be
deemed as have beneficially owned more than 10% of the outstanding
voting stock have been excluded. This determination of affiliate
status is not necessarily a conclusive determination of affiliate
status for any other purpose.
As of May 25, 2021,
there were 3,545,772,882 shares of the registrant’s common stock
issued and outstanding.
DOCUMENTS INCORPORATED BY
REFERENCE
None.
EXPLANATORY NOTE
The purpose of this
Amendment No. 1 to the Registrant’s Annual Report on Form 10-K for
the year ended February 28, 2021 (“Form 10-K”) is to submit Exhibit
101 to the Form 10-K in accordance with Rule 405 of Regulation S-T.
Exhibit 101 consists of the Interactive Data Files from the
Registrant’s Form 10-K for the year ended February 28, 2021, filed
with the Securities and Exchange Commission on June 1, 2021.
ITEM 15. EXHIBITS, FINANCIAL STATEMENT
SCHEDULES
(3) Exhibits.
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Exhibit No.
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Description of Document
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2.1
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Stock Purchase Agreement, dated August 28, 2017, by and among the
registrant, Steve Reinharz and Robotic Assistance Devices Inc.
(incorporated by reference to Exhibit 10.1 to the registrant’s
current report on Form 8-K filed with the Commission on August 31,
2017).
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3.1
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Articles of Incorporation of the registrant filed with the Nevada
Secretary of State on September 8, 2014. (incorporated by
reference to Exhibit 3.1 to the registrant’s transition report on
Form 10-KT filed with the Commission on March 12, 2018).
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3.2
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Plan and Agreement of Merger of Artificial Intelligence Technology
Solutions Inc. (a Florida corporation) and Artificial Intelligence
Technology Solutions Inc. (a Nevada corporation). (incorporated
by reference to Exhibit 3.2 to the registrant’s transition report
on Form 10-KT filed with the Commission on March 12, 2018).
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3.3
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Bylaws of the registrant (incorporated by reference to Exhibit
3.2 to the registrant’s registration statement on Form S-1 (File
No. 333-168530), filed with the Commission on August 4, 2010).
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3.4
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Certificate of Designations filed with the Nevada Secretary of
State on February 8, 2017. (incorporated by reference to
Exhibit 3.4 to the registrant’s transition report on Form 10-KT
filed with the Commission on March 12, 2018).
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3.5
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Certificate of Designations filed with the Nevada Secretary of
State on May 3, 2017. (incorporated by reference to Exhibit 3.5
to the registrant’s transition report on Form 10-KT filed with the
Commission on March 12, 2018).
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3.6
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Amendment to Certificate of Designations filed with the Nevada
Secretary of State on May 3, 2017 (incorporated by reference to
Exhibit 3.1 to the registrant’s current report on Form 8-K filed
with the Commission on May 12, 2017).
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10.1
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Preferred Stock Purchase Agreement dated January 31, 2017 and
entered into between the Company and Capital Venture Holdings
LLC. (incorporated by reference to Exhibit 10.1 to the
registrant’s transition report on Form 10-KT filed with the
Commission on March 12, 2018).
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14.1
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Code of Ethics (incorporated by reference to Exhibit 14.1 to
the registrant’s registrant statement on Form S-1 (File No.
333-168530), filed with the Commission on August 4, 2010).
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21.1
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List of Subsidiaries. *
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31.1
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Certification of the Chief Executive Officer and Chief Financial
Officer pursuant to Section 302 of the Sarbanes-Oxley Act of
2002. *
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32.1
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Certification of the Chief Executive Officer and Chief Financial
Officer pursuant to Section 906 of the Sarbanes-Oxley Act of
2002. *
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99.1
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Insider Trading Policy. *
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101.INS
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XBRL Instance **
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101.SCH
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XBRL Taxonomy Extension
Schema **
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101.CAL
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XBRL Taxonomy Extension
Calculation **
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101.DEF
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XBRL Taxonomy Extension
Definition **
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101.LAB
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XBRL Taxonomy Extension
Labels **
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101.PRE
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XBRL Taxonomy Extension
Presentation **
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__________
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*
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Previously filed or furnished with the
original Form 10-K Annual Report for 02-28-2021, filed with the
Commission on June 1, 2021.
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**
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In accordance with Regulation S-T, the
Interactive Data Files in Exhibit 101 to the Annual Report on Form
10-K shall be deemed “furnished” and not “filed.”
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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.
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ARTIFICIAL INTELLIGENCE TECHNOLOGY
SOLUTIONS INC.
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Date: June 1, 2021
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By:
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/s/ Steven Reinharz
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Steven Reinharz
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President, Chief Executive Officer and Chief
Financial Officer
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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.
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Signature
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Title
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Date
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/s/ Steven Reinharz
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President, Chief Executive Officer, Chief
Financial Officer, and Director (principal executive officer,
principal financial officer and principal accounting officer)
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June 1, 2021
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Steven Reinharz
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