Forward-Looking Statements




The following discussion of our financial condition and results of operations
for the nine months ended November 30, 2020 and November  30, 2019 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 10K for the year ended February
29, 2020, as filed on July 28, 2020 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.


The Company received pre-order letters of intent from dealers and end users for
76 ROAMEO units that represents approximately $320,000 in monthly recurring
revenue. The Company is working to turn these pre-orders into firm orders with
an expectation that conversions could begin in the first quarter of the new
fiscal year ended February 28, 2022. It is expected that ROAMEO production
ramp-up time will take at least two quarters during fiscal 2022 to fulfill
converted pre-orders.


The Company expects to form a new wholly owned subsidiary to provide services in
the security and robotics space that are complimentary to RAD Inc and RAD Mobile
sometime in the fiscal year ended February 28, 2022.


                                     - 28 -

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Selected Results Per Quarter for Fiscal 2021




                                Three Months Ended      Three Months Ended      Three Months Ended
                                November 30, 2020        August 31, 2020           May 31, 2020
Revenues                       $            119,700    $             76,082    $             63,321

Gross profit                                 95,018                  40,071                  54,031

Operating expenses                          995,092                 707,969                 392,762

Loss from operations                       (900,074 )              (667,898 )              (338,731 )

Other income (expense), net               4,308,379              (8,350,343 )             2,314,007

Net income (loss)              $          3,408,305    $         (9,018,241 )  $          1,975,276



Sales grew 20% from the quarter ended August 31, 2020 over the quarter ended May
31, 2020 and 57% from the quarter ended November 30, 2020 over the quarter ended
August 31, 2020.


This sales growth is a result of an expansion of our customer base and product
line and our ability to ramp up production to meet demand. We expect to continue
this growth trend in the fourth quarter and in our next fiscal year as projects
accelerate through the sales funnel. We expect an increase to the rate of growth
in 2022 as we start to deliver on ROAMEO and AVA products.


Operating expenses in the quarter ended November 30, 2020 was $995,092 however
after adjusting for stock based consulting fees of $362,084, was actually 10%
lower in this quarter vs the quarter ended August 31, 2020. The company has made
improvements to continue to reduce non-operational costs.


The Company continues to reduce it's convertible debt both through conversions
and settlements that will take place next quarter and described in Note 8. This
reduces the derivative liability and should allow the Company to attract more
funding in the future form alternative sources as the dilutive effect of the
convertible debt is reduced. The changes in the market price of the stock as
well as the conversions, settlements and other factors described in Note 12 and
further in this management, discussion and analysis leads to large fluctuations
in other income and consequently net income (loss) for the Company.


Specifically, most of derivative liabilities shown in this filing will be eliminated in the year end filing. This will be a substantial improvement to the AITX balance sheet.




                                     - 29 -

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Results of Operations for the Three Months Ended November 30, 2020 and 2019




The following table shows our results of operations for the three months ended
November 30, 2020 and 2019. The historical results presented below are not
necessarily indicative of the results that may be expected for any future
period.


                                Three Months Ended      Three Months Ended
                                November 30, 2020       November 30, 2019        Dollars       Percentage
Revenues                       $            119,700    $             71,434    $     48,266           68%

Gross profit                                 95,018                  44,573          50,445          113%

Operating expenses                          995,092                 580,369         414,723           71%

Loss from operations                       (900,074 )              (535,796 )      (364,278 )         68%

Other income (expense), net               4,308,379              (2,860,235 )     7,168,614          251%

Net income (loss)              $          3,408,305    $         (3,396,031 )  $  6,804,336          200%



Revenue


Total revenue for the three month period ended November 30, 2020 was $119,700
which represented an increase of $48,266 compared to total revenue of $71,434
for the three months ended November 30, 2019. This 68% increase is explained by
a 20% increase in rental revenues and a 758% increase in direct sales of goods.


Gross profit

Total gross profit for the three month period ended November 30, 2020 was $95,018 which represented an increase of $50,445, compared to gross profit of $44,573 for the three months ended November 30, 2019. The increase decrease resulted primarily from an increase in sales and higher margins on greater direct sales of goods.




Operating Expenses


                                              Period                                Change
                            Three Months Ended      Three Months Ended
                            November 30, 2020       November 30, 2019
 Dollars      Percentage
Research and
development                $             20,624    $            127,564    $  (106,940 )        (84% )
General and
administrative                          944,323                 432,714        511,609          118%
Depreciation and
amortization                             30,145                  27,591          2,554            9%
(Gain) on disposal of
fixed assets                                  -                  (7,500 )        7,500             -
Operating expenses         $            995,092    $            580,369    $   414,723           71%



Our operating expenses were comprised of general and administrative expenses,
research and development, loss on disposal of fixed assets and depreciation.
General and administrative expenses consisted primarily of professional
services, automobile expenses, advertising, salaries and wages, travel expenses
and consultants. Our operating expenses during the three-month period ended
November 30, 2020 and November 30, 2019, were $995,092 and $580,369,
respectively. The overall increase of $414,723 was primarily attributable to the
following changes in operating expenses of:


? General and administrative expenses increased by $511,609. In comparing the

three months ended November 30, 2020 and November 30, 2019 this increase

was primarily due to increases in subcontractor and professional fees

including an accrual for $362,085 in stock based compensation payable to a

consultant as well as start up costs of $128,000 related to our new ROAMEO


      products.

  ?   Research and development decreased by $106,940 primarily due to the
      classification of ROAMEO start up costs of approximately $128,000

referenced above included in G&A for the quarter ended November 30, 2020.

? Depreciation and amortization increased by $2,554 due to increases in

revenue earning devices.

? Gain on disposal was $7,500 for the three months ended November 30, 2020.


      There were no disposals in the current period.



                                     - 30 -

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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, 2020 and November 30, 2019, was $4,308,379 and ($2,860,235),
respectively. The 7,168,614 increase in other income was primarily attributable
to the change in the fair value of derivatives, interest expense, 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.


? In comparing the three months ended November 30, 2020 and the three months

ended November 30, 2019, the change in fair value of derivative liabilities

increased by $7,463.218 due to the re-valuation of derivative liability on

convertible notes and accrued interest based on the change in the market

price of the Company's common stock. The valuation of the derivatives

associated with our convertible notes and accrued interest of the notes is

dependent upon a number of estimates developed by management. Included in

those estimates are the timing and availability of common stock underlying


     the conversion of the notes and accrued interest. Our notes generally
     contain provisions such that the holders are barred from conversion of any
     amount of principal or interest should that conversion cause their

ownership of common stock to exceed 4.99% of the then outstanding common

stock of the Company. Because of this, the amount of the derivative can at

times be limited due to this factor. In the quarter ended November 30,

2020, the reduction of convertible notes and accrued interest through

conversions as well as an increase in the subsequent redemption assumption

due to the settlement arrangements describe in Note 8. The result of this

was a significant decrease in the liability reported as of November 30,

2020 and an increase in the change in fair value of derivative liabilities.

? Interest expense increased by $250,771 due to an increase in penalty

interest of $494,428 offset by a decrease in accrued interest due to lower

amounts of outstanding convertible notes in 2020.

? Gain on settlement of debt was nil the nine month's ended November 30, 2020

and $73,865 in the prior year's period. The 2020 gain of $30,032 is

attributed to accounts payable settlements not convertible notes or loans


     payable.



Net income (loss)


We had net income of $3,408,305 for the three months ended November 30, 2020,
compared to net loss of ($3,396,031) for the three months ended November 30,
2019. 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, 2020 and 2019




The following table shows our results of operations for the nine months ended
November 30, 2020 and 2019. The historical results presented below are not
necessarily indicative of the results that may be expected for any future
period.


                                Nine Months Ended      Nine Months Ended
                                November 30, 2020      November 30, 2019       Dollars      Percentage
Revenues                       $           259,103    $           186,763    $    72,340           39%

Gross profit                               189,120                118,634         70,486           59%

Operating expenses                       2,095,823              1,546,165        549,658           36%

Loss from operations                    (1,906,703 )           (1,427,531 )     (479,172 )         34%

Other income (expense), net             (1,727,957 )           (1,653,128 )      (74,829 )          5%

Net loss                       $        (3,634,660 )  $        (3,080,659 )  $  (554,001 )         18%



Revenue


Total revenue for the nine month period ended November 30, 2020 was $259,103
which represented an increase of $72,340, compared to total revenue of $186,763
for the nine months ended November 30, 2019. This 39% increase is a result of a
natural growth over time as the customer grows its customer base and is
explained by a 29% increase in rental revenues and a 28% increase in direct
sales of goods.


                                     - 31 -

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Gross profit




Total gross profit for the nine month period ended November 30, 2020 was
$189,120 which represented an increase of $70,486, compared to gross profit of
$118,634 for the nine months ended November 30, 2019. The increase resulted
primarily from the increased revenues noted above as well as higher margins on
greater direct sales of goods.


Operating Expenses


                                                Period                               Change
                               Nine Months Ended      Nine Months Ended
                               November 30, 2020      November 30, 2019      Dollars      Percentage
Research and development      $           211,025    $           246,872    $  (35,847 )        (15% )
General and administrative              1,795,624              1,232,734       562,890           46%
Depreciation and                           88,621                 74,059        14,562
amortization                                                                                     20%
Loss (gain) on impairment                                                        8,053
of fixed assets                               553                 (7,500 )                     (107% )
Operating expenses            $         2,095,823    $         1,546,165    $  549,658           36%



Our operating expenses were comprised of general and administrative expenses,
research and development, loss on disposal of fixed assets and depreciation.
General and administrative expenses consisted primarily of professional
services, automobile expenses, advertising, salaries and wages, travel expenses
and consultants. Our operating expenses during the nine month period ended
November 30, 2020 and November 30, 2019, were $2,095,823 and $1,546,165,
respectively. The overall increase of $549,658 was primarily attributable to the
following changes in operating expenses of:


? General and administrative expenses increased by $562,890. In comparing the

nine months ended November 30, 2020 and November 30, 2019 this increase was

primarily due to increases in subcontractors by $63,882, professional fees

by $118,164, stock based compensation of $362,085, ROAMEO start-up costs of

approximately $128,000, investor relations and regulatory fees of $ 58,542


      offset by decreases in travel by $106,259.

  ?   Research and development decreased by $35,487 primarily due to the
      classification of ROAMEO start up costs of approximately $128,000

referenced above included in G&A for the quarter ended November 30, 2020.

When considering those charges research and development actually increased


      this nine month period over last.

  ?   Depreciation and amortization increased by $14,562 due to increases in
      revenue earning devices.

  ?   Loss on disposal was $553 for the nine months ended November 30, 2020
      compared to a gain of $7,500 in the corresponding prior year period.



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, 2020 and November 30, 2019, was ($1,727,957) and ($1,653,128),
respectively. The 74,829 increase in other expense was primarily attributable to
the change in the fair value of derivatives, interest expense, 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.


? In comparing the nine months ended November 30, 2020 and the nine months

ended November 30, 2019, the change in fair value of derivative liabilities

increased by $659,357 due to the re-valuation of derivative liability on

convertible notes and accrued interest based on the change in the market

price of the Company's common stock. The valuation of the derivatives

associated with our convertible notes and accrued interest of the notes is

dependent upon a number of estimates developed by management. Included in

those estimates are the timing and availability of common stock underlying

the conversion of the notes and accrued interest. Our notes generally

contain provisions such that the holders are barred from conversion of any

amount of principal or interest should that conversion cause their

ownership of common stock to exceed 4.99% of the then outstanding common

stock of the Company. Because of this, the amount of the derivative can at

times be limited due to this factor. In the nine months ended November 30,

2020, the reduction of convertible notes and accrued interest through

conversions as well as an increase in the subsequent redemption assumption


      due to the settlement arrangements describe in Note 8. The result of this
      was a significant decrease in the liability reported as of November 30,

2020 and an increase in the change in fair value of derivative liabilities.





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? Interest expense increased by $577,844 due to an increase in interest

expense on debt of approximately $387,000 and $732,589 in penalty interest

which was partially offset by a reduction in amortization of debt discounts

of $541,644. At November 30, 2020 most of the debt has reached maturity and

has been fully amortized. Interest expense for the 9 months ended November


      30, 2020 was higher than in the prior year's period because most of the
      debt is in default and interest is being accrued at a higher default rate
      and most debt had penalties that were added to the principal amount when
      the debt and interest was unpaid at maturity.

? Gain on settlement of debt was $30,032 the nine month's ended November 30,

2020 and $186,374 in the prior year's period. The 2020 gain of $30,032 is

attributed to accounts payable settlements not convertible notes or loans


      payable.



Net loss

We had net loss of $3,634,660 for the nine months ended November 30, 2020, compared to net loss of $3,080,659 for the nine months ended November 30, 2019. 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, 2020, we
have generated revenue and are trying to achieve positive cash flows from
operations.


As of November 30, 2020, we had a cash balance of $249,297, accounts receivable
of $111,709, inventory of $104,360 and $16,139,162 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, 2020     February 29, 2020
Current assets           $           465,366   $            88,213
Current liabilities(1)            16,139,161            19,677,221
Working capital          $       (15,673,795 ) $       (19,589,008 )


__________

(1) As of November 30, 2020 and February 29, 2020, current liabilities included

approximately $3.3 million and $6.9 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, 2020 and February 29, 2020, we had a cash balance of $249,297
and $13,307, respectively.


                                     Nine Months Ended      Nine Months Ended
                                     November 30, 2020      November 30, 2019
Net cash used in operating
activities                          $        (1,446,075 )  $        (1,407,531 )
Net cash used in investing
activities                          $           (76,577 )  $           (15,825 )
Net cash provided by financing
activities                          $         1,758,642    $         1,418,403



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Net cash used in operating activities.




Net cash used in operating activities for the nine months ended November 30,
2020 was $1,446,075, which included a net loss of $3,634,660, non-cash activity
such as the change in fair value of derivative liabilities of $1,027,328, change
in operating assets and liabilities of $1,442,137, interest expense related to
penalties from debt defaults $939,705, amortization of debt discount of
$197,650, increase in related party accrued payroll and interest of
$215,196,stock based compensation of $362,084, loss on disposal of fixed assets
of $553, gain on settlement of debt of $30,032 and depreciation and amortization
of $88,621 to derive the uses of cash in operations.


Net cash used in investing activities.




Net cash used in investing activities for the nine months ended November 30,
2020 was $76,577, which was the purchase of fixed assets $77,577 offset by the
proceeds of disposal of fixed assets of $1,000.


Net cash provided by financing activities.




Net cash provided by financing activities was $1,758,642 for the nine months
ended November 30, 2020. This consisted of proceeds from deferred payment
obligation of $966,000, proceeds from loans payable $1,213,623, reduced by net
repayments from loan payable - related party of $344,618, cash acquired on
consolidation of RAD G of $284, and repayments on loans payable of $76,079.


Off-Balance Sheet Arrangements

None.

Critical Accounting Policies and Estimates




Critical accounting policies and estimates are further discussed in our Annual
Report on Form 10-K for the year ended February 29, 2020 filed with the SEC on
July 28, 2020.


Related Party Transactions


For the nine months ended November 30, 2019, the Company had net repayments of
$74,938 from its loan payable-related party. For the nine months ended November
30, 2020 the Company repaid net advances of $344,618. At November 30, 2020, the
loan payable-related party was $1,189,155 and $1,310,358 at February 29, 2020.
Included in the balance due to the related party at November 30, 2020 is
$874,374 of deferred salary and interest, $594,000 of which bears interest at
12%. At February 29, 2020, included in the balance due to the related party is
$656,334 of deferred salary and interest, $426,000 of which bears interest at
12%. The accrued interest included in loan at November 30, 2020 and November 30,
2019 was $84,418 and $34,917, respectively.


During the three and nine months ended November 30, 2020 and 2019, the Company
was charged $10,157 and $121,973, respectively for consulting fees for research
and development to a company owned by a principal shareholder. During the three
and nine months ended November 30, 2019 the Company was charged $90,090 and
$47,238, respectively in consulting fees for research and development to a
company owned by a principal shareholder. The company received a credit in the
quarter ended May 31, 2019 that were a result of billing corrections of
($106,444) and after adjusting for this, would bring total charges in the nine
months ended November 30, 2019 to $153,682.

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