UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

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

For the Quarterly Period Ended ~~February 28,~~ August 31, 2022

☐ 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: 000-50612

UNIQUE LOGISTICS INTERNATIONAL, INC.

(Exact name of registrant as specified in its charter)

Nevada

01-0721929

(State or other Jurisdiction

of Incorporation or Organization)

(I.R.S. Employer

Identification No.)

154-09 ~~146th~~146^th Ave

, Jamaica, NY

11434

(Address of Principal Executive Offices)

(Zip Code)

678-~~(718)978-2000~~365-6004

(Registrant’s telephone number, including area code)

~~N/A~~

~~(Former name, former address and former fiscal year, if changed since last report)~~

~~Securities registered pursuant to Section 12(b) of the Act:~~

~~Title of each class~~		~~Trading symbol(s)~~		~~Name of exchange on which registered~~
~~Common Stock, par value $0.001 per share~~		~~UNQL~~		~~OTC Markets~~

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 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 such files). Yes ☒ No ☐

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

	Large accelerated filer	☐	Accelerated filer	☐

Non-accelerated filer	☒	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 7(a)(2)(B) of the Securities Act: ☐

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

As of ~~April 19,~~October 12, 2022, there were ~~687,196,478~~ 799,141,770shares of the registrant’s common stock outstanding.

UNIQUE LOGISTICS INTERNATIONAL, INC.

FORM 10-Q

FOR THE QUARTERLY PERIOD ENDED ~~FEBRUARY 28,~~August 31, 2022

TABLE OF CONTENTS

		Page

PART I. FINANCIAL INFORMATION

ITEM 1.	Financial Statements	F-1

	Condensed Consolidated Balance Sheets as of August 31, 2022 (unaudited) and May 31, 2022	F-1

	Condensed Consolidated Statements of Operations for the Three Months ended August 31, 2022 and 2021 (unaudited)	F-2

	Condensed Consolidated Statements of Changes in Stockholders’ Equity for the Three Months ended August 31, 2022 and 2021 (unaudited)	F-3

	Condensed Consolidated Statements of Cash Flows for the Three Months ended August 31, 2022 and 2021 (unaudited)	F-4

	Notes to Condensed Consolidated Financial Statements (unaudited)	F-5

ITEM 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	3
ITEM 3.	Quantitative and Qualitative Disclosures about Market Risk	8
ITEM 4.	Controls and Procedures	8

~~ITEM 3.~~	~~Quantitative and Qualitative Disclosures About Market Risk~~PART II. OTHER INFORMATION	9

ITEM 4.1.	~~Controls and Procedures~~Legal Proceedings	109
ITEM 1A.	Risk Factors	9
~~PART II. OTHER INFORMATION~~ITEM 2.	10Unregistered Sales of Equity Securities and Use of Proceeds	9
ITEM 3.	Defaults Upon Senior Securities	9
ITEM 4.	Mine Safety Disclosures	9
ITEM 5.	Other Information	9
ITEM 6.	Exhibits	9

~~ITEM 1.~~SIGNATURES		~~Legal Proceedings~~	10

~~ITEM 1A.~~	~~Risk Factors~~	10

~~ITEM 2.~~	~~Unregistered Sales of Equity Securities and Use of Proceeds~~	11

~~ITEM 3.~~	~~Defaults Upon Senior Securities~~	11

~~ITEM 4.~~	~~Mine Safety Disclosures~~	11

~~ITEM 5.~~	~~Other Information~~	11

~~ITEM 6.~~	~~Exhibits~~	11

~~SIGNATURES~~		12

PART I – FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

UNIQUE LOGISTICS INTERNATIONAL, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS


	February 28, 2022		May 31, 2021		August 31, 2022		May 31, 2022
	(unaudited)				(Unaudited)
ASSETS
Current Assets:
Cash and cash equivalents	$	995,598	$	252,615	$	270,802	$	1,422,393
Accounts receivable – trade, net		102,409,988		20,369,747
Accounts receivable, net						64,118,815		74,746,036
Contract assets		36,129,971		23,423,314		28,179,436		30,970,581
Factoring reserve		-		7,593,665
Other prepaid expenses and current assets		504,742		761,458		2,340,290		1,404,021
Total current assets		140,040,299		52,400,799		94,909,343		108,543,031

Property and equipment – net		191,908		192,092
Property and equipment, net						233,572		188,889

Other long-term assets:
Goodwill		4,463,129		4,463,129		4,463,129		4,463,129
Intangible assets – net		7,514,492		8,044,853
Operating lease right-of-use assets – net		2,693,878		3,797,527
Deposits and other assets		476,362		555,362
Intangible assets, net						7,160,918		7,337,704
Operating lease right-of-use assets, net						2,421,792		2,408,098
Deferred tax asset, net						918,618		942,748
Deposits						1,591,926		1,028,336
Other long-term assets		15,147,861		16,860,871		16,556,383		16,180,015
Total assets	$	155,380,068	$	69,453,762	$	111,699,298	$	124,911,935

Liabilities and Stockholders’ Equity
Current Liabilities:
Accounts payable – trade	$	57,800,238	$	38,992,846
Accounts payable					$	41,663,853	$	49,028,862
Accrued expenses and other current liabilities		4,628,742		2,383,915		5,200,815		5,666,159
Accrued freight		15,800,769		10,403,430		3,056,146		9,240,650
Contract liabilities		10,403,335		-
Contract Liabilities						-		468,209
Revolving credit facility		43,888,787		-		36,785,256		38,141,451
Current portion of notes payable – net of discount		1,651,686		2,285,367
Current portion of notes payable, net of discount						608,333		608,333
Current portion of long-term debt due to related parties		174,822		397,975		369,979		301,308
Derivative liabilities		12,693,282		-
Current portion of operating lease liability		1,141,902		1,466,409		720,096		912,618
Total current liabilities		148,183,563		55,929,942		88,404,478		104,367,590

Other long-term liabilities		353,334		565,338		211,998		282,666
Long-term-debt due to related parties, net of current portion		699,177		715,948		301,308		397,968
Notes payable, net of current portion – net of discount		608,767		3,193,306
Derivative liabilities						11,819,046		12,437,994
Operating lease liability, net of current portion		1,656,882		2,431,144		1,809,283		1,593,873
Total long-term liabilities		3,318,160		6,905,736		14.141.635		14,712,501

Total liabilities		151,501,723		62,835,678		102,546,113		119,080,091

Commitments and contingencies (Note 9)
Commitments and contingencies						-		-

Stockholders’ Equity:
Preferred Stock, $0.001 par value: 5,000,000 shares authorized , with $5,000 liquidation preference;
Series A Convertible Preferred stock, $0.001 par value; 130,000 issued and outstanding as of February 28, 2022 and May 31, 2021		130		130
Series B Convertible Preferred stock, $0.001 par value; 820,800 and 840,000 shares issued and outstanding as of February 28,2022 and May 31, 2021, respectively		821		840

Series C Convertible Preferred stock, $0.001 par value; 195 and NaN, issued and outstanding as of February 28, 2022 and May 31, 2021, respectively		-		-
Series D Convertible Preferred stock, $0.001 par value; 192 and NaN, issued and outstanding as of February 28, 2022 and May 31, 2021, respectively		-		-
Preferred Stock, Value
Common stock, $0.001 par value; 800,000,000 shares authorized; 655,781,078 and 393,742,663 shares issued and outstanding as of February 28, 2022 and May 31, 2021, respectively		655,782		393,743
Preferred Stock, $0.001 par value: 5,000,000 shares authorized
Series A Convertible Preferred stock, $0.001 par value; 120,065 and 130,000, issued and outstanding as of August 31, 2022 and May 31, 2022, respectively. Liquidation preference $12 on August 31, 2022.						120		130
Series B Convertible Preferred stock, $0.001 par value; 820,800 shares issued and outstanding as of August 31, 2022 and May 31, 2022. Liquidation preference $82 on August 31, 2022.						821		821
Series C Convertible Preferred stock, $0.001 par value; 195 shares, issued and outstanding as of August 31, 2022 and May 31, 2022 Liquidation preference $15.9 million on August 31, 2022						-		-
Series D Convertible Preferred stock, $0.001 par value; 182 and 187, issued and outstanding as of August 31, 2022 and May 31, 2022, respectively. Liquidation preference $14.9 million on August 31, 2022						-		-
Preferred stock, value
Common stock $0.001 par value; 800,000,000 shares authorized. 799,141,770 and 687,196,478 common shares issued and outstanding as of August 31, 2022 and May 31, 2022, respectively						799,142		687,197
Additional paid-in capital		323,570		4,906,384		180,220		292,155
Retained earnings		2,898,042		1,316,987		8,172,882		4,851,541
Total Stockholders’ Equity		3,878,345		6,618,084		9,153,185		5,831,844
Total Liabilities and Stockholders’ Equity	$	155,380,068	$	69,453,762	$	111,699,298	$	124,911,935

See notes to accompanying condensed consolidated financial statements.

F-1

UNIQUE LOGISTICS INTERNATIONAL, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

~~(unaudited)~~(Unaudited)

	2022			2021			2022			2021
	For the Three Months Ended February 28,						For the Nine Months Ended February 28,
	2022			2021			2022			2021
													For the Three Months Ended August 31, 2022			For the Three Months Ended August 31, 2021
Revenues:
Airfreight services	$	127,787,167		$	25,331,969		$	455,020,012		$	115,218,997		$	29,934,037		$	52,162,641
Ocean freight and ocean services		104,379,472			54,399,755			343,102,200			127,653,935			88,254,730			123,300,758
Contract logistics		725,932			828,084			2,659,652			2,355,647			768,714			722,664
Customs brokerage and other services		17,543,324			10,402,606			44,856,580			27,788,522			17,551,391			13,585,797
Total revenues		250,435,895			90,962,414			845,638,444			273,017,101			136,508,872			189,771,860

Costs and operating expenses:
Airfreight services		127,220,095			23,614,094			447,865,096			109,242,174			27,549,841			51,625,775
Ocean freight and ocean services		99,620,036			50,193,185			323,381,733			116,785,557			81,937,860			116,587,742
Contract logistics		459,492			354,723			1,529,318			916,549			312,892			390,400
Customs brokerage and other services		16,011,938			9,995,544			41,330,633			26,498,261			16,644,743			12,925,092
Salaries and related costs		2,551,481			2,424,476			8,120,799			6,716,612			3,284,382			2,751,380
Professional fees		190,765			425,676			669,091			1,084,156			763,304			293,867
Rent and occupancy		508,621			468,744			1,478,600			1,369,860			529,110			480,209
Selling and promotion		899,097			1,380,282			4,591,715			3,278,593			100,854			1,033,128
Depreciation and amortization		196,347			191,226			585,019			573,443			200,674			193,799
Fees on factoring agreements		-			1,271,384			27,000			3,155,647
Other		524,933			335,990			1,948,000			574,879			332,947			295,120
Total costs and operating expenses		248,182,805			90,655,324			831,527,004			270,195,731			131,656,607			186,576,512

Income from operations		2,253,090			307,090			14,111,440			2,821,370			4,852,265			3,195,348

Other income (expenses)
Interest expense, net		(1,395,396	)		(434,997	)		(4,566,876	)		(241,013	)
Interest expense														(1,357,685	)		(1,290,279	)
Amortization of debt discount		-			(175,356	)		(776,515	)		(605,519	)		-			(385,480	)
Loss on extinguishment of convertible notes payable		(1,344,087	)		-			(564,037	)		(1,147,856	)
Gain on forgiveness of promissory note		-			1,646,062			358,236			1,646,062			-			358,236
Change in fair value of derivative liabilities		(4,275,986	)		-			(4,275,986	)		-			618,948			-
Other Income		60,000			-			60,000			-
Gain on extinguishment of convertible note														-			780,050
Total other income (expenses)		(6,955,469	)		1,035,709			(9,765,178	)		(348,326	)		(738,737	)		(537,473	)

Net (loss) income before income tax provision		(4,702,379	)		1,342,799			4,346,262			2,473,044
Net income before income taxes														4,113,528			2,657,875

Income tax provision		228,207			77,801			2,765,207			385,000
Income tax expense														792,187			634,459

Net (loss) income		(4,930,586	)		1,264,998			1,581,055			2,088,044
Net income													$	3,321,341		$	2,023,416

Deemed Dividend		(4,565,725	)		-			(4,565,725	)		-

Net (loss) income available to common shareholders	$	(9,496,311	)	$	1,264,998		$	(2,984,670	)	$	2,088,044

Net income per common share
Net income available for common shareholders per common share
– basic	$	(0.01	)	$	0.00		$	(0.01	)	$	0.01		$	-		$	-
– diluted	$	(0.01	)	$	0.00		$	(0.01	)	$	0.00		$	-		$	-

Weighted average common shares outstanding
– basic		655,781,078			357,891,040			582,680,746			230,663,175			744,224,695			1,611,146,398
– diluted		655,781,078			9,976,549,430			582,680,746			9,849,321,565			9,688,082,324			10,106,876,513

See notes to accompanying condensed consolidated financial statements.

F-2

UNIQUE LOGISTICS INTERNATIONAL, INC.

CONDENSED CONSOLIDATED STATEMENT OF STOCKHOLDERS’ EQUITY

(unaudited)

For the ~~Nine~~Three Months Ended ~~February 28,~~August 31, 2022

Shares Amount Shares Amount Shares Amount Shares Amount Shares Amount Capital Earnings Total
Series A Series B Series C Series D Additional
Preferred Stock Preferred Stock Preferred Stock Preferred Stock Common Stock Paid-in Retained
Shares Amount Shares Amount Shares Amount Shares Amount Shares Amount Capital Earnings Total
Balance, May 31 2021 130,000 $ 130 840,000 $ 840 - $ - - - 393,742,663 $ 393,743 $ 4,906,384 $ 1,316,987 $ 6,618,084

Conversion of Preferred B to Common Stock - - (19,200 ) (19 ) - - - - 125,692,224 125,692 (125,673 ) - -

Issuance of Common Stock for the conversion of notes and accrued interest - - - - - - - - 83,811,872 83,812 66,746 - 150,558

Net income - - - - - - - - - - - 2,023,416 2,023,416

Balance, August 31, 2021 130,000 $ 130 820,800 $ 821 - $ - - $ - 603,246,759 $ 603,247 $ 4,847,457 $ 3,340,403 $ 8,792,058

Issuance of Common Stock for the conversion of notes and accrued interest - - - - - - - - 52,534,319 52,534 41,838 - 94,372

Net income - - - - - - - - - - - 4,488,225 4,488,225

Balance, November 30, 2021 130,000 $ 130 820,800 $ 821 - - - - 655,781,078 $ 655,782 $   4,889,295 $  7,828,628 $   13,374,656
Conversion of debt to preferred C and D 195 - 192- - - - - -
Deemed Dividend (4,565,725 ) - (4,565,725 )
Net loss - - - - - (4,930,586 ) (4,930,586 )
Balance, February 28, 2022 130,000 $ 130 820,800 $ 821 195 $          - 192 $          - 655,781,078 $   655,782 $ 323,570 $ 2,898,042 $ 3,878,345

Series A Series B Series C Series D Additional
Preferred Stock Preferred Stock Preferred Stock Preferred Stock Common Stock Paid-in Retained
Shares Amount Shares Amount Shares Amount Shares Amount Shares Amount Capital Earnings Total

Balance, June 1, 2022 130,000 $ 130 820,800 $ 821 195 $ - 187 $ - 687,196,478 $ 687,197 $ 292,155 $ 4,851,541 $ 5,831,844

Conversion of Preferred A to Common Stock (9,935 ) (10 ) - - - - - - 67,963,732 67,964 (67,954 ) - -

Conversion of Preferred D to Common Stock - - - - - - (7 ) - 43,981,560 43,981 (43,981 ) - -

Net income - - - - - - - - - - - 3,321,341 3,321,341

Balance, August 31, 2022 120,065 $ 120 820,800 $ 821 195 $ - 180 $ - 799,141,770 $ 799,142 $ 180,220 $ 8,172,882 $ 9,153,185

For the ~~Nine months ended February 28,~~Three Months Ended August 31, 2021

Shares Amount Shares Amount Shares Amount Capital Deficit Total
Series A Series B Additional
Preferred Stock Preferred Stock Common Stock Paid-in Accumulated
Shares Amount Shares Amount Shares Amount Capital Deficit Total
Balance, May 31, 2020 130,000 $ 130 870,000 $ 870 - $ - $ 1,523,811 $ (408,510 ) $ 1,116,301

Net loss - - - - - - - (574,137 ) (574,137 )

Balance, August 31, 2020 130,000 $ 130 870,000 $ 870 - $ - $ 1,523,811 $ (982,647 ) $ 542,164

Issuance of Common Stock for services rendered - - - - 27,833,754 27,834 22,166 - 50,000

Conversion of Preferred B to Common Stock - - (30,000 ) (30 ) 196,394,100 196,394 (196,364 ) - -

Recapitalization upon acquisition - net - - - - 133,601,511 133,602 (179,340 ) - (45,738 )

Warrants issued with convertible notes - - - - - - 1,126,497 - 1,126,497

Beneficial conversion feature of convertible notes - - - - - - 873,503 - 873,503

Net income - - - - - - - 1,397,183 1,397,183

Balance, November 30, 2020 130,000 $ 130 840,000 $ 840 357,829,365 $ 357,830 $ 3,170,273 $ 414,536 $ 3,943,609

Issuance of Common Stock for services rendered - - - - 457,426 457 41,209 - 41,666

Beneficial conversion feature of convertible notes - - - - - - 1,666,666 - 1,666,666

Net income - - - - - - - 1,264,998 1,264,998
Balance, February 28, 2021 130,000 $ 130 840,000 $ 840 358,286,791 $   358,287 $   4,878,148 $ 1,679,534 $   6,916,939

Series A Series B Additional
Preferred Stock Preferred Stock Common Stock Paid-in Retained
Shares Amount Shares Amount Shares Amount Capital Earnings Total
Balance, June 1, 2021 130,000 $ 130 840,000 $ 840 393,742,663 $ 393,742 $ 4,906,384 $ 1,316,987 $ 6,618,084

Conversion of Preferred A to Common Stock - - (19,200 ) (19 ) 125,692,224 125,692 (125,673 ) - -

Issuance of Common Stock for the conversion of notes and accrued interest - - - - 83,811,872 83,812 66,746 - 150,558

Net income - - - - - - - 2,023,416 2,023,416

Balance, August 31, 2021 130,000 $ 130 820,800 $ 821 603,246,759 $ 603,247 $ 4,847,457 $ 3,340,403 $ 8,792,058

See notes to accompanying condensed consolidated financial statements.
F-3
UNIQUE LOGISTICS INTERNATIONAL, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
~~(unaudited)~~(Unaudited)

For the Nine
Months Ended
February 28,2022

For the Nine
Months Ended
February 28, 2021

For the Three Months Ended
August 31, 2022

For the Three Months Ended
August 31, 2021

CASH FLOWS FROM OPERATING ACTIVITIES:
Net income $ 1,581,055 $ 2,088,044 $ 3,321,341 $ 2,023,416
Adjustments to reconcile net income to net cash used in operating activities:
Adjustments to reconcile net income to net cash provided by (used in) operating activities:
Depreciation and amortization 585,019 573,443 200,674 193,799
Amortization of debt discount 776,515 606,519 - 385,480
Amortization of right of use assets 1,103,649 1,044,792 314,464 362,201
Share-based compensation - 91,666
Bad debt expense 850,000 110,000
Gain on forgiveness of note payable (358,236 ) (1,646,062 )
Loss on extinguishment of convertible notes payable 564,037 1,147,856
Change in deferred tax asset 99,000 (140,000 )
Gain on forgiveness of promissory note - (358,236 )
Gain on extinguishment of notes payable - (780,050 )
Change in deferred tax asset, net 24,130 (80,000 )
Change in fair value of derivative liabilities 4,275,986 - (618,948 ) -
Accretion of consulting agreement (212,004 ) (212,004 ) (70,668 ) (70,668 )
Changes in operating assets and liabilities:
Accounts receivable - trade (82,890,241 ) (16,850,718 )
Accounts receivable 10,627,221 (49,813,271 )
Contract assets (12,706,657 ) (11,638,673 ) 2,791,145 (25,040,837 )
Factoring reserve 7,593,665 (1,453,563 ) - 7,593,665
Other prepaid expenses and current assets 256,716 63,029
Other prepaid expenses and other current assets (936,269 ) 129,248
Deposits and other assets (20,000 ) 1,042 (563,590 ) 160,000
Accounts payable - trade 18,807,393 26,165,558
Accounts payable (7,365,009 ) 6,037,785
Accrued expenses and other current liabilities 2,962,457 (1,159,684 ) (465,344 ) 4,475,138
Accrued freight 5,397,339 1,611,915 (6,184,504 ) 14,733,514
Contract liabilities 10,403,335 - (468,209 ) -
Operating lease liability (1,098,769 ) (981,967 ) (305,270 ) (351,830 )
Net Cash Used in Operating Activities (42,029,741 ) (578,807 )

Net Cash Provided by (Used In) Operating Activities 301,164 (40,400,646 )
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of property and equipment (54,474 ) (26,543 ) (68,571 ) (24,199 )
Net Cash Used in Investing Activities (54,474 ) (26,543 ) (68,571 ) (24,199 )

CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from notes payable 2,000,000 3,816,666 - 1,000,000
Repayments of notes payable (2,821,664 ) (491,667 ) - (41,666 )
Repayments of long-term debt due to related parties (239,924 ) (2,627,420 ) (27,989 ) (32,780 )
Borrowings on revolving credit facility, net 43,888,787 -
Cash paid for debt issuance costs - (50,000 )
Net Cash Provided by Financing Activities 42,827,199 647,579
Borrowings (repayments) line of credit, net (1,356,195 ) 39,543,083
Net Cash (Used in) Provided by Financing Activities (1,384,184 ) 40,468,637

Net change in cash and cash equivalents 742,984 42,229 (1,151,591 ) 43,792

Cash and cash equivalents - Beginning of Period 252,615 1,349,363
Cash and cash equivalents - End of Period $ 995,598 $ 1,349,363
Cash and cash equivalents - Beginning of period 1,422,393 252,615
Cash and cash equivalents - End of period $ 270,802 $ 296,407

SUPPLEMENTARY CASH FLOW INFORMATION:
Cash Paid During the Period for:
Cash paid during the period for:
Income taxes $ 2,375,900 $ 398,110 $ 110,000 $ -
Interest $ 4,072,366 $ 49,028 $ 1,357,685 $ 601,377
SUPPLEMENTARY DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES:
Conversion of Series B Preferred to Common Stock $ 125,673 $ -
Issuance of common stock for the conversion of principal net of accrued interest capitalized to principal to Notes Payable $ 244,931 $ -
Operating asset and liability $ - $ 223,242
Reduction of debt due to exchange of Convertible Notes for Preferred Stock Series C & D
3,861,162

-

Non-cash forgiveness of due to UL HK resulting in goodwill remeasurement $ - $ 310,455
Fair value of warrants issued with convertible debt $ - $ 1,126,497
Beneficial conversion feature of convertible notes $ - $ 2,540,169
Gain on forgiveness of notes payable (PPP) $ - $ 1,646,062
Operating lease asset and liability additions $ 328,158 $ 223,242
Conversion of Preferred Stock Series A preferred to common $ 67,954 $ -
Conversion of Preferred Stock Series B preferred to common $ - $ 125,692
Conversion of Preferred Stock Series D preferred to common $ 43,981 $ -
Issuance of Common Stock for the conversion of notes and accrued interest $ - $ 150,558

See notes to accompanying condensed consolidated financial statements.

F-4

UNIQUE LOGISTICS INTERNATIONAL, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
~~February 28,~~August 31, 2022

1.NATURE OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Nature of Business

Unique Logistics International, Inc. (the “Company” or “Unique”) is a global logistics and freight forwarding company. The Company currently operates via its wholly owned subsidiaries, Unique Logistics International (NYC), LLC, a Delaware limited liability company (“UL NYC”), and Unique Logistics International (BOS) Inc, a Massachusetts corporation (“UL BOS”), and (collectively the “UL US Entities”). The Company provides a range of international logistics services that enable its customers to outsource sections of their supply chain process. This range of services can be categorized as follows:

● Air Freight ~~services~~
● Ocean Freight ~~services~~
● Customs Brokerage and Compliance ~~services~~
● Warehousing and Distribution ~~services~~
● Order Management

Liquidity

The accompanying condensed consolidated financial statements have been prepared on a going concern basis. Substantial doubt about an entity’s ability to continue as a going concern exists when conditions and events, considered in the aggregate, indicate that it is probable that the entity will be unable to meet its obligations as they become due within one year after the date that the financial statements are issued.

The Company experienced adverse cash flows from operations, primarily due to significant business growth since inception, entering new markets and products and repayment of an acquisition related debt. As of ~~February 28,~~August 31, 2022, the Company reported ~~negative~~ working capital of approximately $~~8.1~~6.5 million compared with $~~3.5~~4.2 million ~~negative~~ working capital as of May 31, ~~2021 Increase in negative reported~~2022. The Company’s Earnings Before Interest, Tax, Depreciation and Amortization (“EBITDA”) contribution to working capital ~~period over period~~ was ~~primarily due to recording~~ $~~12.7~~5.1 million ~~derivative liability related to antidilution provision in Series A, C~~ and ~~D Convertible Preferred Stocks. (See Imbedded Liability note below), without such liability,~~cash flow from operations $0.3 million during the ~~Company’s working capital would be $4.2~~ ~~million. Liquidity fluctuations may raise~~quarter ended August 31, 2022. The Company has adequate cash availability through the ~~risk of there being substantial doubt about the Company’s ability to continue as a going concern.~~TBK Facility.

~~In response to such factors,~~Since its inception, the Company ~~took steps~~has experienced significant business growth. To fund such growth, operating capital was initially provided by third party investors through the sale of Convertible Notes which were subsequently exchanged into convertible securities. Preferred shares are more beneficial to ~~alleviate~~ the ~~risk~~Company because they do not require cash repayments. Due to the antidilution provision imbedded in the certain of ~~substantial doubt by~~
● ~~Repayment most of its acquisition related debt.~~
● ~~Entering into a Fourth Amendment to~~the convertible securities, these provisions resulted in an embedded derivative and the ~~TBK Loan Agreement to increase its credit facility from $47.5.0~~ ~~million to $57.5~~ ~~million until October 2022 (Subsequent Event Note 11)~~
● Recapitalizing its balance sheet by entering into an Exchange Agreement on December 10, 2021 to exchange all of its Convertible debt into shares of Convertible Preferred Shares Series C and D (Financial Arrangements Note 5)
~~The~~ Company ~~is in process of potentially raising capital through~~recorded a ~~planned underwritten offering of its securities.~~
long-term liability. As of ~~February 28,~~the quarter ended August 31, 2022, ~~we expect to alleviate our going concern needs for at least~~and the ~~next twelve months from the time these financial statements are made available with existing cash~~year ended May 31, 2022, this liability was $11.8 million and ~~cash equivalents and cash flows from operations. The Company expects to meet its long-term liquidity needs with cash flows from operations and financing arrangements.~~
$12.4
~~Covid-19~~
~~In January 2020, the World Health Organization has declared the outbreak of a novel coronavirus (COVID-19)~~ million, respectively. This liability is recorded as a ~~“Public Health Emergency~~long-term liability due to its future settlement in common stock on the balance sheet and is being adjusted to market on each of ~~International Concern,” which continues to have an impact throughout~~ the world and has adversely impacted global commercial activity and contributed to significant declines and volatility in financial markets. The coronavirus outbreak and government responses are creating disruption in global supply chains and adversely impacting many industries.subsequent reporting periods.

F-5
The outbreak could have a continued material adverse impact on economic and market conditions and trigger a period of global economic slowdown. The extent of the impact of COVID-19 on our operational and financial performance will depend on the effect on our shippers and carriers, all of which are uncertain and cannot be predicted. The rapid development and fluidity of this situation precludes any prediction as to the ultimate material adverse impact of the coronavirus outbreak. Nevertheless, the outbreak presents uncertainty and risk with respect to the Company, its performance, and its financial results. The Company has experienced increased air and ocean freight rates due to overall cargo restraints imposed by shippers and carriers and is in a position to pass these cost increases directly to the customers without significantly affecting its margins.
Due to impacts from the COVID-19 pandemic and the uncertain pace of recovery, seasonal variations in the availability of air and ocean carriers, the volatility of fuel prices and other supply and demand related factors, operating results for the three and six months ended February 28, 2022 are not necessarily indicative of operating results for the entire year.

While we continue to execute our strategic plan, ~~the Company~~management is ~~also in~~focused on managing cash and monitoring our liquidity position. We have implemented a ~~process~~number of ~~evaluating several other liquidity-oriented options~~initiatives to conserve our liquidity position including activities such as ~~raising additional capital,~~ increasing credit ~~limits of the revolving credit~~ facilities, when needed, reducing cost of debt, controlling general and administrative expenditures and improving ~~its cash~~ collection processes. ~~While many~~Many of the aspects of the ~~Company’s~~ plan involve management’s judgments and estimates that include factors that could be beyond our control and actual results could differ from our estimates. These and other factors could cause the strategic plan to be unsuccessful which could have a material adverse effect on our operating results, financial condition, and liquidity. Use of operating cash is an indicator that there could be a going concern issue, but based on our evaluation of the Company’s projected cash flows and business performance as of and subsequent to the balance sheet date, management has concluded that the Company’s current cash and cash availability under the TBK Facility as of August 31, 2022, would be sufficient to fund its planned operations for at least one year from the date these consolidated financial statements are issued.
COVID-19
Covid-19 remains a threat and certain countries, such as China, are still subject to restrictions related to Covid-19. While the threat level has declined to a significant extent in the USA and globally, any resurgence could have a material adverse effect on our business operations, results of operations, cash flows and financial position.

Basis of Presentation

The condensed consolidated financial statements and related notes have been prepared in accordance with accounting principles generally accepted in the United States of America (“US GAAP”) and include the accounts of the Company and its wholly owned subsidiaries. All intercompany balances and transactions have been eliminated in consolidation.

The unaudited interim financial information furnished herein reflects all adjustments, consisting solely of normal recurring items, which in the opinion of management are necessary to fairly state the financial position of the Company and the results of its operations for the periods presented. This report should be read in conjunction with the Company’s consolidated financial statements and notes thereto included in the Company’s Form 10-K for the year ended May 31, ~~2021.~~2022. The Company assumes that the users of the interim financial information herein have read or have access to the audited financial statements for the preceding fiscal year and that the adequacy of additional disclosure needed for a fair presentation may be determined in that context. The condensed consolidated balance sheet aton May 31, ~~2021~~2022 was derived from audited financial statements but does not include all disclosures required by accounting principles generally accepted in the United States of America.

Principles of Consolidation
The consolidated financial statements of the Company include the accounts of the Company and its majority owned subsidiaries stated in U.S. dollars, the Company’s functional currency. All intercompany transactions and balances have been eliminated in the consolidated financial statements.
Use of Estimates

The preparation of ~~condensed~~ consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the ~~condensed~~ consolidated financial statements and the reported amounts of revenue and expenses during the reported period. Actual results could differ from those estimates.

Significant estimates inherent in the preparation of the ~~condensed~~ consolidated financial statements include determinations of the useful lives and expected future cash flows of long-lived assets, including intangibles, valuation of assets and liabilities acquired in business combinations, and estimates and assumptions in valuation of debt and equity ~~instruments.~~instruments, including derivative liabilities. In addition, the Company makes significant judgments to recognize revenue – see policy note “Revenue Recognition” below.

F-6

Fair Value Measurement

The Company follows the authoritative guidance that establishes a formal framework for measuring fair values of assets and liabilities in the ~~condensed~~ consolidated financial statements that are already required by generally accepted accounting principles to be measured at fair value. The guidance defines fair value 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 (exit price). The transaction is based on a hypothetical transaction in the principal or most advantageous market considered from the perspective of the market participant that holds the asset or owes the liability.

The Company utilizes market data or assumptions that market participants who are independent, knowledgeable, and willing and able to transact would use in pricing the asset or liability, including assumptions about risk and the risks inherent in the inputs to the valuation technique. These inputs can be readily observable, market corroborated or generally unobservable. The Company attempts to utilize valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs.

The Company is able to classify fair value balances based on the observability of those inputs. The guidance establishes a formal fair value hierarchy based on the inputs used to measure fair value. The hierarchy gives the highest priority to Level 1 measurements and the lowest priority to level 3 measurements, and accordingly, Level 1 measurement should be used whenever possible.

The hierarchy is broken down into three levels based on the reliability of inputs as follows:

Level 1 – Quoted prices in active markets for identical assets or liabilities or published net asset value for alternative investments with characteristics similar to a mutual fund.

Level 2 – Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly.

Level 3 – Unobservable inputs for the asset or liability.

The methods used may produce a fair value calculation that may not be indicative of net realizable value or reflective of future fair values. Furthermore, while management believes its valuation methods are appropriate, the fair value of certain financial instruments could result in a difference fair value measurement at the reporting date. There were no changes in the Company’s valuation methodologies from the prior year.
For purpose of this disclosure, the fair value of a financial instrument is the amount at which the instrument could be exchanged in a current transaction between willing parties, other than in a forced sale or liquidation. The carrying amounts for financial assets and liabilities such as cash and cash equivalents, accounts receivable - trade, contract assets, factoring reserve, other prepaid expenses and current assets, accounts payable – trade and other current liabilities, including contract liabilities, ~~imbedded derivative liabilities,~~ convertible notes, promissory notes, all approximate fair value due to their short-term nature as of ~~February 28,~~August 31, 2022 and May 31, ~~2021.~~2022. The carrying amount of the long-term debt approximates fair value because the interest rates on these instruments approximate the interest rate on debt with similar terms available to the Company. Lease liabilities approximate fair value based on the incremental borrowing rate used to discount future cash flows. The Company had Level 3 liabilities (See Derivative Liabilities note) as of ~~February 28,~~August 31, 2022. On ~~May~~August 31, 2021, Level 3 derivative liability balances were insignificant. There were no transfers between levels during the reporting period.

~~Cash and Cash Equivalents~~
The Company considers all highly liquid investments with an original maturity of three months or less when purchased to be cash equivalents. The Company maintains its cash in bank deposit accounts, which at times may exceed federally insured limits. No loss has been experienced, and management believes it is not exposed to any significant risk on credit.
~~F-7~~
Accounts Receivable ~~– Trade~~

Accounts receivable ~~- trade~~ from revenue transactions are based on invoiced prices which the Company expects to collect. In the normal course of business, the Company extends credit to customers that satisfy pre-defined credit criteria. The Company generally does not require collateral to support customer receivables. Accounts receivable - trade, as shown on the ~~condensed~~ consolidated balance sheets, is net of allowances when applicable. An allowance for doubtful accounts is determined through analysis of the aging of accounts receivable at the date of the ~~condensed~~ consolidated financial statements, assessments of collectability based on an evaluation of historic and anticipated trends, the financial condition of the Company’s customers, and an evaluation of the impact of economic conditions. The maximum accounting loss from the credit risk associated with accounts receivable is the amount of the receivable recorded, net of allowance for doubtful accounts. As of ~~February 28,~~August 31, 2022 and May 31, ~~2021,~~2022, the Company recorded an allowance for doubtful accounts of approximately $~~1,010,500~~2.7 ~~and $240,000, respectively.~~
million.
~~Concentration~~
F-7
Concentrations

~~One~~ Three major ~~customer~~customers represented approximately 4223.0% of all accounts receivable as of ~~February 28, 2022.~~August 31, 2022 and no single customer represented more than 10.0% of total accounts receivable. Revenue ~~by this customer~~from these three major customers as a percentage of the Company’s total revenue ~~were~~was 3920.0% ~~and~~ 38~~% for three months ended February 28, 2022 and nine months ended February 28, 2022, respectively, compared with~~ 19~~% and~~ 29%, for the three months ended ~~February 28, 2021~~ August 31, 2022, and ~~nine~~no single customer represented more than 10.0% of total revenue.
Three major customers represented approximately 21.0% of all accounts receivable as of May 31, 2022 and no single customer represented more than 10.0% of total accounts receivable. Same three customers accounted for 32.0% of total revenue for the three months ended ~~February 28,~~August 31, 2021 ~~respectively.~~with only customer A at 15.0 %, and customers B and C were less than 10.0% each.

Off Balance Sheet Arrangements

On August 30, 2021, the Company terminated its agreement with an unrelated third party (the “Factor”) for factoring of specific accounts receivable. The factoring under this agreement was treated as a sale in accordance with FASB ASC 860, Transfers and Servicing, and is accounted for as an off-balance sheet arrangement. Proceeds from the transfers reflected the face value of the account less a fee, which is presented in costs and operating expenses on the Company’s ~~condensed~~ consolidated statements of operations in the period the sale occurs. Net funds received are recorded as an increase to cash and a reduction to accounts receivable outstanding in the ~~condensed~~ consolidated balance sheets. The Company reported the cash flows attributable to the sale of receivables to third parties and the cash receipts from collections made on behalf of and paid to third parties, on a net basis as trade accounts receivables in cash flows from operating activities in the Company’s ~~condensed~~ consolidated statements of cash flows. The net principal balance of trade accounts receivable outstanding in the books of the factor under the factoring agreement was $31.7 million as of May 31, 2021. On June 2, 2021 and on August 30, 2021, the Company repurchased all of its factored trade accounts receivables from the Factor, in the amounts of $31.6 million and $1.4million, respectively, utilizing its TBK ~~revolving credit facility (See Note 5).~~Facility.
~~F-8~~

During the factoring agreement in place, the Company acted as the agent on behalf of the Factor for the arrangements and had no significant retained interests or servicing liabilities related to the accounts receivable sold. The agreement provided the Factor with security interests in purchased accounts until the accounts have been repurchased by the Company or paid by the customer. In order to mitigate credit risk related to the Company’s factoring of accounts receivable, the Company may purchase credit insurance, from time to time, for certain factored accounts receivable, resulting in risk of loss being limited to the factored accounts receivable not covered by credit insurance, which the Company does not believe to be significant.

During the three months ended ~~February 28,~~August 31, 2022 and 2021, the Company factored accounts receivable invoices totaling approximately none and $~~64.7~~ million, pursuant to the Company’s factoring agreement, representing the face value of the invoices. During the nine months ended February 28, 2022 and 2021, the Company factored accounts receivable invoices totaling approximately $4.3 ~~million and $176.2~~ million, respectively, pursuant to the Company’s factoring agreement, representing the face value of the invoices. The Company recognizes factoring costs upon disbursement of funds. The Company ~~incurred~~did not incur expenses ~~totaling approximately $1.3~~ ~~million,~~ pursuant to the agreements for the three months ended ~~February 28, 2021 and~~ August 31, 2022. The Company incurred expenses totaling approximately $~~NaN~~27,000 pursuant to the agreements for the three months ended ~~February 28, 2022.~~August 31, 2021. The Company recognizes factoring costs upon disbursement of funds. ~~The Company incurred expenses totaling approximately $27,000~~ ~~and $3.2~~ ~~million, pursuant to the agreements for the nine months ended February 28, 2022 and 2021.~~ Factoring expenses are presented in costs and operating expenses on the ~~condensed~~ consolidated ~~statement~~statements of operations.

Factoring Reserve
When an invoice is sold to Factor, the amount received from the Factor is credited to accounts receivable and a reserve is retained, less a fee, by Factor which is debited to “factoring reserve” on the condensed consolidated balance sheets. As of August 31, 2022 and May 31, 2022, the Company did not record a factoring reserve.
F-8
Factor Recovery
In certain instances, the Company receives payment for a factored reserve directly from the customer. In these cases, until the funds are paid to the factor, the Company records the payment as “factor recovery” which is in accrued expenses and other current liabilities on the consolidated balance sheets. As of August 31, 2022 and May 31, 2022, the Company did not record a factor recovery.
Recourse Liability
Company policy is to do a collectability review of uncollected factored receivables in conjunction with the Factor at each reporting date and assess the need to provide for risk of potential non-collection and resulting recourse.
Derivative Liability

On December 10, 2021, the Company entered into an amended securities exchange agreement with the holders of convertible notes to exchange all Convertible Notes of the Company into shares of the newly created Convertible Preferred Stock Series C and D. For additional information on the exchange agreement see Note 5, Financing Arrangements.
Similar to the existing Convertible Preferred Stock Series A, these preferred stocks featured anti-dilution provision that expire on a certain date. Management has determined the anti-dilution provision embedded in preferred stock Series A, C and D is required to be accounted for separately from the preferred stock as a derivative liability and recorded at fair value. Separation of the anti-dilution option as a derivative liability is required because its economic characteristics are considered more akin to an equity instrument and therefore the anti-dilution option is not considered to be clearly and closely related to the economic characteristics of the preferred stock.
The Company has identified and recorded derivative instruments arising from an anti-dilution provision in the Company’s Series A, ~~Series~~ C and ~~Series~~ D Preferred ~~Stock during the three and nine months ended February 28, 2022. The Company had $12,693,282~~ ~~of derivative liabilities measured at fair value as of February 28, 2022. Derivative liability related to Preferred Convertible Stock Series A existed but was immaterial as of May 31, 2021.~~
Stock. An embedded derivative liability is representing the ~~right~~rights of holders of Convertible Preferred Stock Series A, C and D to receive additional common stock of the Company upon issuance of any additional common stock by the Company prior to qualified financing event as defined in the agreement. Each reporting period, the embedded derivative liability, if material, would be adjusted to reflect fair value at each period end with changes in fair value recorded in the “Change in fair value of embedded derivative liability” financial statement line item of the company’s statements of operations. ~~There was no~~During the three months ended August 31, 2022, the Company recorded a change in fair value ~~during~~of $618,948 in the ~~three months ended February 28, 2022.~~condensed consolidated statements of operations.
SCHEDULE OF DERIVATIVE LIABILITIES

Level 1 Level 2 Level 3
Derivative liabilities as June 1, 2022 $ - $ - $ 12,437,994
Addition - - -
Change in fair value - - 618,948
Derivative liabilities as August 31, 2022 $ - $ - $ 11,819,046
The underlying value of the anti-dilution provision is calculated from estimating the probability and value of the provision assuming a ~~potential raise. The~~near term financing event. For the period ended May 31, 2022, the model used estimates the potential that the company completes a capital raise prior to the expiration of the anti-dilution feature and determines the value of the anti-dilution feature given these assumptions. The model ~~requires~~required the use of certain assumptions. These assumptions include probability a raise is completed, probability certain anti-dilution features are extended, estimated raise amount, term to a raise, and an appropriate risk-free interest rate. For the period ended August 31, 2022, due to changes in the way antidilutive shares of Convertible Preferred Series A, C and D would be exchanged in the near future for common stock, and the fact that the antidilution provision of these shares was extended through March 31, 2023, the assumptions were changed to include probability of the financing event, estimated value of common stock at the exchange point and estimated time to financing event.
F-9
The key inputs into the model were as follows:
SCHEDULE OF ~~DERIVATIVE LIABILITIES~~FAIR VALUE ASSUMPTION
Level 1 Level 2 Level 3
Derivative liabilities as November 30, 2021 - - -
Addition - - 8,417,296
Changes in fair value - - 4,275,986
Derivative liabilities as February 28, 2022 $ - $ - $ 12,693,282
Derivative liabilities $ - $ - $ 12,693,282
~~Income Taxes~~
~~The Company files a consolidated income tax return for federal and most state purposes.~~
Management has determined that there are no uncertain tax positions that would require recognition in the consolidated financial statements. If the Company were to incur an income tax liability in the future, interest and penalties on any income tax liability would be reported as interest expense. Management’s conclusions regarding uncertain tax positions may be subject to review and adjustment at a later date based on ongoing analysis of tax laws, regulations, and interpretations thereof as well as other factors.
The Company uses the assets and liability method of accounting for deferred income taxes. Deferred income tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the balance sheet carrying amounts of existing assets and liabilities and their respective tax basis. As of February 28, 2022 and May 31, 2021, the Company recognized a deferred tax asset of $~~165,000~~ ~~and $264,000~~, respectively, which is included in deposits and other assets on the condensed consolidated balance sheets. The Company regularly evaluates the need for a valuation allowance related to the deferred tax asset.
August 31, 2022 May 31, 2022
Risk-free interest rate 3.3 % 1.6 %
Probability of financing event or capital raise 90.0 % 53.9 %
Estimated capital raise - $ 39.0 million
Estimated value of common stock $ 10.0 per share -
Estimated time to financing event 0.5 years 0.5 years

Revenue Recognition

The Company adopted ASC 606, Revenue from Contracts with Customers. Under ASC 606, revenue is recognized when control of the promised goods or services is transferred to the Company’s customers, in an amount that reflects the consideration the Company expects to receive in exchange for services. The Company recognizes revenue upon meeting each performance obligation based on the allocated amount of the total consideration of the contract to each specific performance obligation.

To determine revenue recognition, the Company applies the following five steps:

1. Identify the contract(s) with a customer;
2. Identify the performance obligations in the contract;
3. Determine the transaction price;
4. Allocate the transaction price to the performance obligations in the contract; and
5. Recognize revenue as or when the performance obligation is satisfied.
~~F-9~~

Revenue is recognized as follows:

i. Freight income - export sales

Freight income from the provision of air, ocean, and land freight forwarding services are recognized over time based on a relative transit time basis thru the sail or departure from origin port. The Company is the principal in these transactions and recognizes revenue on a gross basis.

ii. Freight income - import sales

Freight income from the provision of air, ocean, and land freight forwarding services are recognized over time based on a relative transit time basis thru the delivery to the customer’s designated location. The Company is the principal in these transactions and recognizes revenue on a gross basis.

iii. Customs brokerage and other service income

Customs brokerage and other service income from the provision of other services are recognized at the point in time the performance obligation is met.

The Company’s business practices require, for accurate and meaningful disclosure, that it recognizes revenue over time. The “over time” policy is the period from point of origin to arrival of the shipment at US Port of entry (or in the case when the customer requires delivery to a designated point, the arrival at that delivery point). This over time policy requires the Company to make significant judgements to recognize revenue over the estimated duration of time from port of origin to arrival at port of entry. The point in the process when the Company meets its obligation in the port of entry and the subsequent transfer of the goods to the customer is when the customer has the obligation to pay, has taken physical possession, has legal title, risk and awards (ownership) and has accepted the goods. The Company has elected to not disclose the aggregate amount of the transaction price allocated to performance obligations that are unsatisfied as of the end of the period as the Company’s contracts with its customers have an expected duration of one year or less.

F-10
The Company uses independent contractors and third-party carriers in the performance of its transportation services. The Company evaluates who controls the transportation services to determine whether its performance obligation is to transfer services to the customer or to arrange for services to be provided by another party. The Company determined it acts as the principal for its transportation services performance obligation since it is in control of establishing the prices for the specified services, managing all aspects of the shipments process and assuming the risk of loss for delivery and collection.

Revenue billed prior to realization is recorded as contract liabilities on the ~~condensed~~ consolidated balance sheets and contract costs incurred prior to revenue recognition are recorded as contract assets on the ~~condensed~~ consolidated balance sheets.

Contract Assets

Contract assets represent amounts for which the Company has the right to consideration for the services provided while a shipment is still in-transit but for which it has not yet completed the performance obligation and has not yet invoiced the customer. Upon completion of the performance obligations, which can vary in duration based upon the method of transport and billing the customer, these amounts become classified within accounts ~~receivable - trade.~~receivable.

Contract Liabilities

Contract liabilities represent the amount of obligation to transfer goods or services to a customer for which consideration has been received.

~~F-10~~
Significant Changes in Contract Asset and Contract Liability Balances for the ~~nine~~three months ended ~~February 28,~~August 31, 2022:

SCHEDULE OF CHANGES IN CONTRACT ASSET AND CONTRACT LIABILITY

Contract
Assets
Increase
(Decrease)

Contract
Liabilities
(Increase)
Decrease

Contract
Assets
Increase
(Decrease)

Contract
Liabilities
(Increase)
Decrease

Reclassification of the beginning contract liabilities to revenue, as the result of performance obligation satisfied $ - $ - $ - $ 468,209
Cash Received in advance and not recognized as revenue - (10,403,335 ) - -
Reclassification of the beginning contract assets to receivables, as the result of rights to consideration becoming unconditional (32,052,573 ) - (24,048,346 ) -
Contract assets recognized, net reclassification to receivables 44,759,230 -
Contract assets recognized 21,257,202 -
Net Change $ 12,706,657 $ (10,403,335 ) $ (2,791,145 ) $ 468,209

There were no changes in contract assets or liabilities as of August 31, 2021.
F-11
Disaggregation of Revenue from Contracts with Customers

The following table disaggregates gross revenue from our clients (all US based) by significant geographic area for the three ~~and nine~~ months ended ~~February 28,~~August 31, 2022 and 2021, based on origin of shipment (imports) or destination of shipment (exports):

SCHEDULE OF DISAGGREGATION OF REVENUE

For the Three
Months Ended
February 28, 2022

For the Three
Months Ended
February 28, 2021

For the
three months Ended
August 31, 2022

For the
three months Ended
August 31, 2021

China, Hong Kong & Taiwan $ 82,006,657 $ 48,767,302 $ 64,058,155 $ 78,105,308
Southeast Asia 121,340,162 23,395,258 41,981,433 75,376,620
United States 5,049,985 5,947,013 10,399,422 7,191,202
India Sub-continent 34,943,595 5,645,861 18,796,708 20,648,314
Other 7,095,496 7,206,980 1,273,154 8,450,415
Total revenue $ 250,435,895 $ 90,962,414 $ 136,508,872 $ 189,771,860

For the Nine
Months Ended
February 28, 2022

For the Nine
Months Ended
February 28, 2021

China, Hong Kong & Taiwan $ 285,424,103 $ 143,818,543
Southeast Asia 361,600,180 73,073,258
United States 28,254,253 26,170,665
India Sub-continent 134,393,170 16,032,190
Other 35,966,738 13,922,445
Total revenue $ 845,638,444 $ 273,017,101
Segment Reporting

Based on the guidance provided by ASC Topic 280, Segment Reporting, management has determined that the Company currently operates in one geographical segment and consists of a single reporting unit given the similarities in economic characteristics between its operations and the common nature of its products, services and customers.

Earnings per Share

The Company adopted ASC 260, Earnings per share, guidance from the inception. Earnings per share (“EPS”) is the amount of earnings attributable to each share of common stock. For convenience, the term is used to refer to either earnings or loss per share. Basic EPS is computed by dividing income available to common stockholders (the numerator) by the weighted-average number of common shares outstanding, including warrants exercisable for less than a penny, (the denominator) during the period. Income available to common stockholders shall be computed by deducting both the dividends declared in the period on preferred stock (whether or not paid) and the dividends accumulated for the period on cumulative preferred stock (whether or not earned) from income from continuing operations (if that amount appears in the consolidated statements of operations) and also from net income. The computation of diluted EPS is similar to the computation of basic EPS except that the denominator is increased to include the number of additional common shares that would have been outstanding if the dilutive potential common shares had been issued during the period to reflect the potential dilution that could occur from common shares issuable through contingent shares issuance arrangement, stock options or warrants.

The following table provides a reconciliation of the numerator and denominator used in computing basic and diluted net income attributable to common stockholders per common share.
~~F-11~~F-12

The following table provides a reconciliation of the numerator and denominator used in computing basic and diluted net income attributable to common stockholders per common share.

SCHEDULE OF EARNING PER SHARE
February 28, 2022 February 28, 2021
For the Three Months Ended
February 28, 2022 February 28, 2021
Numerator:
Net (loss) income available to common stockholders $ (9,496,311 ) 1,264,998
Effect of dilutive securities: - 431,163

Diluted net (loss) income $ (9,496,311 ) $ 1,696,161

Denominator:
Weighted average common shares outstanding – basic 655,781,078 357,891,040

Dilutive securities (a):
Series A Preferred - 1,177,041,100
Series B Preferred - 5,499,034,800
Convertible notes - 1,809,848,927
Warrants - 1,132,733,563
Series C Preferred - -
Series D Preferred - -

Weighted average common shares outstanding and assumed conversion – diluted 655,781,078 9,976,549,430

Basic net (loss) income per common share $ (0.01 ) $ 0.00

Diluted net (loss) income per common share $ (0.01 ) $ 0.00
February 28, 2022 February 28, 2021
For the Nine Months Ended
February 28, 2022 February 28, 2021
Numerator:
Net income available to common stockholders $ (2,984,670 ) 2,088,044
Effect of dilutive securities: - 606,519

Diluted net income $ (2,984,670 ) $ 2,694,963

Denominator:
Weighted average common shares outstanding – basic 582,680,746 230,663,175

Dilutive securities (a):
Series A Preferred - 1,177,041,100
Series B Preferred - 5,499,034,800
Convertible notes 1,809,848,927
Warrants 1,132,733,563
Series C Preferred - -
Series D Preferred - -

Weighted average common shares outstanding and assumed conversion – diluted 582,680,746 9,849,321,565

Basic net income per common share $ (0.01 ) $ 0.01

Diluted net income per common share $ (0.01 ) $ 0.00
~~F-12~~
August 31, 2022 August 31, 2021
For the three months Ended
August 31, 2022 August 31, 2021
Numerator:
Net income available for common shareholders $ 3,321,341 2,023,416
Effect of dilutive securities: - 385,480

Diluted net income available for common shareholders $ 3,321,341 $ 2,408,896

Denominator:
Weighted average common shares outstanding – basic 744,224,695 1,611,146,398

Dilutive securities:
Series A Preferred 1,233,209,295 1,316,157,000
Series B Preferred 5,373,342,576 5,373,342,576
Convertible notes - 1,806,230,539
Series C Preferred 1,206,351,359 -
Series D Preferred 1,130,954,399 -

Weighted average common shares outstanding and assumed conversion – diluted 9,688,082,324 10,106,876,513

Basic net income available for common shareholders per common share $ 0.00 $ 0.00

Diluted net income available for common shareholders per common share $ 0.00 $ 0.00

2.~~PROPERTY AND EQUIPMENT~~Leases

~~Major classifications~~
The Company recognizes a right of ~~property~~use (“ROU”) asset and ~~equipment are summarized below:~~
~~SCHEDULE OF PROPERTY AND EQUIPMENT~~
February 28, 2022 May 31, 2021

Furniture and fixtures $ 97,716 $ 84,085
Computer equipment 146,493 108,479
Software 30,609 27,780
Leasehold improvements 27,146 27,146
Property and equipment, gross 301,964 247,490
Less: accumulated depreciation (110,056 ) (55,398 )
Property and equipment, net $ 191,908 $ 192,092
~~Depreciation expense charged~~liability in the consolidated balance sheet primarily related to ~~income~~its operating leases of office space, warehouse space and equipment. Right-of-use assets represent the Company’s right to use an underlying asset for the ~~three months ended February 28, 2022~~lease term, and ~~2021 amounted~~lease liabilities represent the Company’s obligation to $~~19,560~~make lease payments arising from the lease. All ROU assets and $~~14,439. Depreciation expense charged~~lease liabilities are recognized at the commencement date at the present value of lease payments over the lease term. ROU assets are adjusted for lease incentives and initial direct costs. The lease term includes renewal options exercisable at the Company’s sole discretion when the Company is reasonably certain to ~~income for~~exercise that option. As the ~~nine months ended February 28, 2022 and 2021 amounted~~Company’s leases generally do not have an implicit rate, the Company uses an estimated incremental borrowing rate based on borrowing rates available to $~~54,658~~ ~~and $43,082~~.
3. ~~INTANGIBLE ASSETS~~
~~Intangible assets consist~~them at the commencement date to determine the present value. Certain of our leases include variable payments, which may vary based upon changes in facts or circumstances after the start of the ~~following:~~
~~SCHEDULE OF INTANGIBLE ASSETS~~
February 28, 2022 May 31, 2021

Trade names / trademarks $ 806,000 $ 806,000
Customer relationships 7,633,000 7,633,000
Non-compete agreements 313,000 313,000
Finite lived intangible assets, gross 8,752,000 8,752,000
Less: Accumulated amortization (1,237,508 ) (707,147 )
Finite lived intangible assets, net $ 7,514,492 $ 8,044,853
~~Amortizable intangible~~lease. The Company excludes variable payments from ROU assets ~~including tradenames~~ and ~~non-compete agreements, are amortized~~lease liabilities to the extent not considered fixed, and instead expenses variable payments as incurred. Lease expense is recognized on a straight-line basis over 3 to 10 ~~years. Customer relationships are amortized on a straight-line basis over~~ 12 to 15 ~~years. For~~ the ~~three months ended February 28, 2022~~lease term and ~~2021, amortization expense related to~~is included in rent and occupancy expenses in the ~~intangible assets was $176,787. For the nine months ended February 28, 2022 and 2021, amortization expense related to the intangible assets was $530,361. As~~consolidated statements of ~~February 28, 2022, the weighted average remaining useful lives of these assets was~~ operations.
~~7.58~~ ~~years.~~

F-13
Recently Issued Accounting Pronouncements

~~Estimated amortization expense~~In August 2020, the FASB issued ASU 2020-06, Debt — “Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity”. This ASU amends the ~~next five~~guidance on convertible instruments and the derivatives scope exception for contracts in an entity’s own equity, and also improves and amends the related EPS guidance for both Subtopics. ASU 2020-06 is effective for public business entities, other than smaller reporting companies as defined by the SEC starting January 1, 2022. For all other entities, the amendments are effective for fiscal years ~~and thereafter~~beginning after December 15, 2023, including interim periods within those fiscal years. Early adoption is ~~as follows:~~permitted. The Company is currently evaluating the potential impact of this standard on its consolidated financial statements.
~~SCHEDULE OF ESTIMATED AMORTIZATION EXPENSE~~
Twelve Months Ending February 28,
2022 $ 176,787
2023 707,148
2024 602,814
2025 602,814
2026 602,814
Thereafter 4,822,114
Intangible assets, net $ 7,514,492

4. 2. ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES

Accrued expenses and other current liabilities consisted of the ~~following:~~following at August 31, 2022 and May 31, 2022:

SCHEDULE OF ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES
February 28, 2022 May 31, 2021

Salaries and related expenses $ 300,000 $ 672,455
Sales and marketing expense 2,323,484 539,810
Professional fees 110,000 75,000
Income tax 128,318 256,286
Overdraft liabilities 545,053 790,364
Interest expense 25,000 -
Other current liabilities 1,196,887 50,000
Accrued expenses and other current liabilities $ 4,628,742 $ 2,383,915
August 31, 2022 May 31, 2022

Accrued salaries and related expenses $ 848,374 $ 625,000
Accrued sales and marketing expense 890,461 2,383,500
Accrued professional fees 1,695,259 1,350,170
Accrued income tax 1,223,417 559,544
Accrued overdraft liabilities 520,274 681,058
Other accrued expenses and current liabilities 23,030 66,887
Accrued expenses and other current liabilities $ 5,200,815 $ 5,666,159

5.3. FINANCING ARRANGEMENTS

Financing arrangements on the consolidated balance sheets consists ~~of:~~of :

SCHEDULE OF FINANCING ARRANGEMENT
February 28, 2022 May 31, 2021

Revolving Credit Facility $ 43,888,787 $ -
Promissory note (PPP) - 358,236
Promissory notes (EIDL) - 150,000
Notes payable 2,260,453 2,528,886
Convertible notes – net of discount - 2,441,551
Notes payable, gross 46,149,240 5,478,673
Less: current portion (45,540,473 ) (2,285,367 )
Long term, notes payable $ 608,767 $ 3,193,306
~~As of February 28, 2022, a current portion of outstanding third-party debt represented by a revolving line of credit in the amount of $43,888,787~~ ~~and of a current portion of the notes payable in the amount of $1,651,686~~.
August 31, 2022 May 31, 2022

Revolving Credit Facility $ 36,785,256 $ 38,141,451
Notes payable 608,333 608,333
Notes payable, gross 37,393,589 38,749,784
Less: current portion (37,393,589 ) (38,749,784 )
Long term, notes payable $ - $ -

Revolving Credit Facility

On June 1, 2021, the Company entered into a Revolving Purchase, Loan and Security Agreement (the “TBK Agreement”) with TBK BANK, SSB, a Texas State Savings Bank (“~~Purchaser”~~TBK”), for a facility under which ~~Purchaser~~TBK will, from time to time, buy approved receivables from the ~~Seller. The TBK Agreement provides for Seller to have access to the lesser of (i) $~~30 million (“Maximum Facility”) and (ii) the Formula Amount (as defined in the TBK Agreement). Upon receipt of any advance, Seller agreed to sell and assign all of its rights in accounts receivables and all proceeds thereof. Seller granted to Purchaser a continuing ownership interest in the accounts purchased under the Agreement. Seller granted to Purchaser a continuing first priority security interest in all of Seller’s assets. The facility is for an initial term of twenty-four (24) months (the “Term”) and may be extended or renewed, unless terminated in accordance with the TBK Agreement. The TBK Agreement replaced the Company’s prior agreement with Corefund Capital, LLC (“Core”) entered into on May 29, 2020, pursuant to which Core agreed to purchase from the Company up to an aggregate of $25 ~~million of accounts receivables (the “Core Facility”).~~
~~F-14~~
The Core Facility provided Core with security interests in purchased accounts until the accounts have been repurchased by the Company or paid by the customer. As of June 1, 2021, the Core Facility has been terminated along with all security interests granted to Core and replaced with the TBK Agreement.Company. This ~~facility temporarily renewed on June 17, 2021, under the same terms and conditions as the original agreement and the credit~~ line was ~~set at $2.0~~ ~~million~~subject to periodic increases and ~~terminated again~~ on ~~August 31, 2021, after the Company repurchased all its factored accounts receivable.~~
~~On August 4, 2021, the parties to the TBK Agreement entered into a First Amendment Agreement to increase the credit facility from $30.0~~ ~~million to $40.0~~ ~~million during the Temporary Increase Period, the period commencing on August 4, 2021, through and including December 2, 2021, with all other terms of the original TBK Agreement remained unchanged.~~
~~On September 17, 2021, the parties to the TBK Agreement entered into a Second Amendment to the TBK Agreement to temporarily increase the credit facility from $40.0~~ ~~million to $47.5~~ ~~million for the period commencing on August 4, 2021, through and including January 31, 2022.~~
~~On January 31, 2022, the parties to the TBK Agreement entered into a Third Amendment to the TBK Agreement to permanently increase the credit facility from $40.0~~ ~~million to $47.5~~ ~~million.~~
On April 14, 2022, the parties ~~to the TBK Loan Agreement~~ entered into a Fourth Amendment to temporarily increase the credit facility from $47.5 million to $57.5 million ~~from April 15, 2022~~ through October 31, ~~2022 (See Subsequent Events Note 11)~~
~~Purchase Money Financing~~
On September 8, 2021 (the “Effective Date”), the Company entered into a Purchase Money Financing Agreement (the “Financing Agreement”) with Corefund Capital, LLC (“Corefund”) in order to enable the Company to finance additional cargo charter flights for the peak shipping season.
Pursuant to the Financing Agreement, the Company may, from time to time, request financing from Corefund to enable the Company to engage Company’s suppliers to provide chartered cargo flights for the Company’s clients. The Company may also request that Corefund tender payments directly to a supplier. Corefund requires payments from a buyer to be made to a Deposit Account Control Agreement account at an agreed upon bank where Corefund is the sole director and accessor to the account for the term of the relationship.
As collateral securing its obligations under the Financing Agreement, the Company granted Corefund a continuing security interest in all of the Company’s now owned and hereafter acquired Accounts Receivable (“Collateral”) subject to the security interest granted pursuant to that certain Revolving Purchase, Loan and Security Agreement, dated as of June 2, 2021. Immediately upon an Event of Default (as defined in the Financing Agreement), all outstanding obligations shall accrue interest at the rate of ~~0.1~~% (one-tenth of one percent) per day. If the Company substantially ceases operating as a going concern, and the proceeds of the Collateral created after the occurrence of an Event of Default (the “Default”) are in excess of the obligations at the time of Default, the Company shall pay to Corefund a liquidation success premium of 10 percent of the amount of such excess. The Financing Agreement contains ordinary and customary provisions for agreements and documents of this nature, such as representations, warranties, covenants, and indemnification obligations, as applicable.
The fees and interest related to CoreFund purchase money financing are included in the interest expense on the statement of operations. The fee paid to CoreFund for the three and nine months ended February 28, 2022 were $~~0.3~~ ~~million and $0.9~~ ~~million, respectively.~~
~~Promissory Note (PPP)~~
~~On March 9, 2021, the Company was granted a loan in the aggregate amount of $358,236, pursuant to the second round of the Paycheck Protection Program (the “PPP”) under the CARES Act. The Loan, which was in the form of a note, matures on~~ ~~March 5, 2026, and bears interest at a rate of~~ 1% per annum. The Loan is payable in equal monthly instalments after the Deferral Period which ends on the day of the Forgiveness Deadline. The Note may be prepaid by the Borrower at any time prior to maturity with no prepayment penalties. The funds from the Loan may only be used for payroll costs, costs used to continue group health care benefits, mortgage payments, rent, and utilities. The Company intends to use the entire Loan amount for qualifying expenses. Under the terms of the PPP, certain amounts of the Loan may be forgiven if they are used for qualifying expenses as described in the CARES Act. The Loan was forgiven on August 9, 2021 and is included in gain on forgiveness of promissory notes on the condensed consolidated statements of operations.2022.

~~F-15~~F-14
Notes Payable

On May 29, 2020, as part of the acquisition related to UL ATL the Company entered into a $1,825,000 note payable ~~as part of the acquisition related to UL ATL.~~with a former shareholder. The loan bears a zero percent interest rate and has a maturity of three years, or May 29, 2023. The agreement calls for six semi-annual payments of $304,166.67, for which the first payment was due on November 29, ~~2020.~~2020. As of ~~February 28,~~August 31, 2022 and May 31, ~~2021,~~2022, the outstanding balance due under the note was $~~912,500~~608,333 ~~and $1,825,000, respectively.~~
~~On May 29, 2020, the Company entered into a non-compete, non-solicitation and non-disclosure agreement with a former owner of UL ATL. The amount payable under the agreement is $500,000~~ ~~over a three-year period.~~ ~~The agreement calls for twenty-four monthly non-interest-bearing payments of $20,833.33~~ ~~with the first payment on June 29, 2020.~~ ~~As of February 28, 2022 and May 31, 2021, the outstanding balance due under the agreement was $62,507~~ ~~and $500,000, respectively.~~
~~On March 19, 2021 the Company issued to an accredited investor a~~ 10~~% promissory note in the principal aggregate amount of $1,000,000~~ ~~(the “Trillium Note”) due and payable in 30 days. The Company received aggregate gross proceeds of $1,000,000. On April 7, 2021,~~ the Company entered into an Amended and Restated Promissory Note (the “Amended and Restated Note”) superseding and replacing the Original Note. The Amended and Restated Note is in the principal aggregate amount of $~~1,000,000~~ ~~and bears interest at a rate of a guaranteed~~ ~~7.5% or $75,000 at maturity. The Amended and Restated Note matures on~~ ~~June 15, 2021~~. ~~On September 23, 2021, the Company further amended the Amended and Restated Note pursuant to which the Company and Trillium agreed to extend the maturity date of the Amended and Restated Note to~~ ~~December 31, 2021~~. On January 6, 2022, the Company entered into a third amendment to the Amended and Restated Note pursuant to which the Company and Trillium agreed to extend the maturity date of the Amended and Restated Note to March 31, 2022As of February 28, 2022, and May 31, 2021, the outstanding balance including accrued interest due under the agreement was $~~1,287,829~~ ~~and $1,062,215, respectively.~~
On October 1, 2021, the Company entered into a Securities Purchase Agreement with Trillium Partners LP and Carpathia LLC (each a “Buyer”) pursuant to which the Company issued to each Buyer a Note in the aggregate principal amount of $~~1,000,000, respectively, for a total of $2,000,000~~ ~~(collectively the “Notes”). The Notes mature on~~ ~~March 31, 2022~~ ~~(the “Maturity Date”).~~ Interest on this Notes shall initially accrue on the outstanding Principal Amount (as defined therein) at a rate equal to twelve (12) % per annum during the first 120 calendar days following the issuance date of this Note (“Issue Date”). Commencing 121 days following the Issue Date and continuing thereafter, absent an Event of Default, interest shall accrue on the outstanding Principal Amount at a rate equal to eighteen (18) % per annum. The Principal Amount and all accrued Interest shall become due and payable on the Maturity Date. Upon the occurrence of any Event of Default, including at any time following the Maturity Date, a default interest rate equal to twenty four percent (24%) per annum shall be in effect as to all unpaid principal then outstanding. The Company shall pay a minimum interest payment equal to twelve percent (12%) on the Principal Amount, or $120,000 (“Minimum Interest Payment”). The Company may prepay the Notes at any time in whole or in part by making a payment equal to (a) the Principal Amount owed under the Notes plus (b) the greater of: (i) all accrued and unpaid interest, or (ii) the Minimum Interest Payment. Both notes were paid off and indebtedness fully satisfied on January 7, 2022 including accrued interest paid in the amount of $~~180,000. Interest paid was less than the contractual amount resulting in recognition of gain of $60,000~~ ~~in other income on the statement of operations.~~
~~Convertible Notes~~
~~Trillium SPA~~
~~On October 8, 2020, the Company entered into a Securities Purchase Agreement (the “Trillium SPA”) with Trillium Partners (“Trillium”) pursuant to which the Company sold to Trillium (i) a~~ 10~~% secured subordinated convertible promissory note in the principal aggregate amount of $1,111,000~~ ~~(the “Trillium Note”) realizing gross proceeds of $1,000,000~~ ~~(the “Proceeds”) and (ii) a warrant to purchase up to~~ ~~570,478,452~~ ~~shares of the Company’s common stock at an exercise price of $0.001946~~, subject to adjustment as provided therein (the “Trillium Warrant”). The Trillium Note was to mature on October 6, 2021 and is convertible at any time. The Company shall pay interest on a quarterly basis in arrears.
~~F-16~~
The Company initially determined the fair value of the warrant and the beneficial conversion feature of the note using the Black-Scholes model and recorded an adjustment to the carrying value of the note liability with an equal and offsetting adjustment to Stockholders’ Equity.
~~The note was amended on October 14, 2020, to adjust the conversion price to $0.00179638. Upon amendment, the Company accounted for the modification as debt extinguishment and recorded a loss in the statement of operations for the period ended November 30, 2020.~~
~~On June 1, 2021, this Note maturity was extended to~~ ~~October 6, 2022~~.

On August 19, 2021, Trillium entered into a Securities Exchange Agreement and on December 10, 2021 into an amended Securities Exchange Agreement, as discussed below. Upon effectiveness of these agreements, Trillium Note was exchanged for Preferred Stock Series D.4. RELATED PARTY TRANSACTIONS
~~During the nine months ended February 28, 2022, a noteholder converted $131,759~~ ~~of principal and interest of the convertible note into~~ ~~73,346,191~~ ~~shares of the Company’s common stock at a rate of $0.00179640~~ ~~per share. As of February 28, 2022, and May 31, 2021, the outstanding balance on the Trillium Note was $~~0 ~~and $1,104,500~~. The note did not have a discount related to a beneficiary conversion feature, due to modification of this Note in November of 2020, when this debt discount was recorded as a loss on extinguishment of debt.
~~3a SPA~~
~~On October 14, 2020, the Company entered into a Securities Purchase Agreement (the “3a SPA”) with 3a Capital Establishment (“3a”) pursuant to which the Company sold to 3a (i) a~~ 10~~% secured subordinated convertible promissory note in the principal aggregate amount of $1,111,000~~ ~~(the “3a Note”) realizing gross proceeds of $1,000,000~~ ~~(the “Proceeds”) and (ii) a warrant to purchase up to~~ ~~570,478,452~~ ~~shares of the Company’s common stock at an exercise price of $0.001946, subject to adjustment as provided therein (the “3a Warrant”). The 3a Note matures on~~ ~~October 6, 2021~~ ~~(the “Maturity Date”) and is convertible at any time.~~

The Company ~~determined~~has the ~~fair value of the warrant using the Black-Scholes model and recorded an adjustment~~following debt due to ~~the carrying value of the note liability with an equal and offsetting adjustment to Stockholders Equity. The warrant had a grant date fair value of $563,156~~ ~~and the beneficial conversion feature was valued at $436,844~~.related parties:

~~On June 1, 2021, this Note maturity was extended to~~ ~~October 6, 2022. Upon this amendment the Company accounted for this modification as debt extinguishment and recorded a net gain of $383,819~~ ~~in the condensed consolidated statements of operations for the period ended November 30, 2021.~~
On August 19, 2021, 3A entered into a Securities Exchange Agreement and on December 10, 2021 into an amended Securities Exchange Agreement, as discussed below. Upon effectiveness of these agreements, 3A Note was exchanged for Preferred Stock Series C.
~~As of February 28, 2022 and May 31, 2021 the total unamortized debt discount related to the 3a SPA was $~~0 ~~and $391,757, respectively. During the three and nine months ended February 28, 2022, the Company recorded amortization of debt discount totaling none and $285,048, respectively.~~
~~During the nine months ended February 2022, the noteholder converted $113,172~~ ~~in convertible notes into~~ ~~63,000,000~~ ~~shares of the Company’s common stock at a rate of $0.00179638~~ ~~per share. As of February 28, 2022 and May 31, 2021, the outstanding principal balance on the 3a Note was $~~0 ~~and $1,111,000, respectively.~~
~~Trillium and 3a January Convertible Notes~~
On January 28, 2021, the Company entered into a Securities Purchase Agreement (the “Purchase Agreement”) with Trillium Partners LP (“Trillium”) and 3a Capital Establishment (“3a” together with Trillium, the “Investors”) pursuant to which the Company sold to each of the Investors (i) a 10~~% secured subordinated convertible promissory note in the principal aggregate amount of $916,666~~ ~~or $1,833,333 in the aggregate (each a “Note” and together the “Notes”) realizing gross proceeds of $1,666,666~~ ~~(the “Proceeds”).~~
~~F-17~~
~~The Notes mature on~~ ~~January 28, 2022~~ ~~(the “Maturity Date”) and are convertible at any time. The conversion price of the Note is $0.0032~~ (the “Conversion Price”). The Company determined the fair value of the warrant using the Black-Scholes model and recorded an adjustment to the carrying value of the note liability with an equal and offsetting adjustment to Stockholders Equity. The beneficial conversion feature for both Notes was valued at $~~1,666,666~~.
~~On June 1, 2021, maturity of these Notes was extended to~~ ~~January 28, 2023. Upon this amendment the Company accounted for this modification as debt extinguishment and recorded a net gain of $247,586~~.
On August 19, 2021, Investors entered into a Securities Exchange Agreement and on December 10, 2021 into an amended Securities Exchange Agreement, as discussed below. Upon effectiveness of these agreements, Trillium and 3a January Convertible Notes were exchanged for Preferred Stocks Series C and D.
~~As of February 28, 2022, and May 31, 2021, the outstanding balance on these convertible notes was $~~0 ~~and $1,833,334, respectively. During the three and nine months ended February 28, 2022, the Company recorded amortization of debt discount totaling none and $491,467, respectively.~~
~~Covenants~~
As of February 28, 2022 the Company was in full compliance with all covenants and debt agreements. As of May 31, 2021, the Company was in compliance with all covenants and debt agreements, except for Trillium and 3a where the Company was deemed to be in default due to a violation of several covenants. On January 29, 2021, the Company and the investors (Trillium and 3a) entered into a waiver agreement which waived any and all defaults underlying the 3a, Trillium and 3a SPA’s and the Trillium and 3a Notes for a period of six months. Subsequently, the Company signed the Securities Exchange Agreement extending this waiver as described below.
~~Securities Exchange Agreements~~
~~On August 4, 2021, the Company entered into a securities exchange agreement (the “Exchange Agreement”) with the investors (Trillium and 3a) holding the above listed notes and warrants of~~ the Company (each, including its successors and assigns, a “Holder” and collectively the “Holders”). Pursuant to the Exchange Agreement, the Company agreed to issue, and the Holders agreed to acquire the New Securities (as defined herein) in exchange for the Surrendered Securities (the “Old Notes” defined as October and January Notes and Warrants in the Exchange Agreement). “New Securities” means a number of Exchange Shares (as defined in the Exchange Agreement) determined by applying the Exchange Ratio (as defined in the Exchange Agreement) upon consummation of a registered public offering of shares of the Company’s Common Stock (and warrants if included in such financing), at a valuation of not less than $200,000,000.00 pre-money, pursuant to which the Company receives gross proceeds of not less than $~~20,000,000~~ ~~and the Company’s Trading Market is a National Securities Exchange (the “Qualified Financing”).~~
To extent that any events that have occurred prior to the date hereof that could have resulted in an event of default under the Old Notes the Holders hereby waive the occurrence of any such event of default. From the date hereof through the earlier of date of (i) the Closing of the Exchange, or (ii) the Termination Date, the Holders agree to forebear from declaring any such event of default and further agree that will not take any steps to collect on the Old Notes and collect any liquidated damages owed under the Old Registration Rights Agreement (“RRA”). In the event the Exchange closes on or before the Termination Date, the defaults under the Old Notes will be permanently waived and any liquidated damages accrued under the Old RRAs will be forgiven. If the Exchange does not close on or before the Termination Date, the Company will be required to pay all the liquidated damages accrued under the Old RRAs as if this Agreement was never executed and the Holders will be entitled to all of the rights and remedies under the Old Transaction Documents.
~~Amended Securities Exchange Agreement~~
On December 10, 2021, the Company entered into an amended securities exchange agreement Trillium and 3A (the “Holders”) holding convertible notes, issued by the Company, in the aggregate remaining principal amount of $~~3,861,160~~ ~~plus interest; and warrants to purchase an aggregate of~~ ~~1,140,956,904~~ shares of common stock of the Company. Pursuant to the Amended Exchange Agreement, the Company agreed to issue, and the Holders agreed to acquire, in exchange for the Surrendered Securities shares of the newly created Series C Convertible Preferred Stock, par value $~~0.001~~ ~~per share and shares of Series D Convertible Preferred Stock, par value $0.001~~ ~~per share (the “Series D Preferred”, and together with the Series C Preferred, the “Preferred Stock”), of the Company, upon entering into the Exchange Amendment.~~
~~In connection with the Amended Exchange Agreement, each of the Holders received that certain number of Preferred Stock equal to one share of Preferred Stock for every $10,000~~ ~~of Note Value held by such Holder (the “Exchange Ratio”). The Company issued~~ ~~195~~ ~~shares of Series C Preferred and~~ ~~192~~ ~~shares of Series D Preferred. In the aggregate, each of the Series C Preferred and Series D~~ ~~Preferred may be converted up to an amount of common stock equal to 12.48% of the Company’s capital stock on a fully diluted basis, subject to adjustmentup to a specified date~~
~~Upon effectiveness of the Amended Exchange Agreement, the Company no longer has any outstanding convertible notes or warrants.~~
~~F-18~~
~~Future maturities related to the above promissory notes, notes payable and convertible notes are as follows:~~
~~SCHEDULE OF FUTURE MATURITIES OF PROMISSORY NOTES~~
Twelve Months Ending February 28,
2023 $ 1,651,686
2024 608,767
2,260,453
Less: current portion (1,651,686 )
$ 608,767
6. ~~RELATED PARTY TRANSACTIONS~~
~~Related party debt consisted of the following:~~
SCHEDULE OF RELATED PARTY TRANSACTIONS
February 28, 2022 May 31, 2021 August 31, 2022 May 31, 2022

Due to Frangipani Trade Services ⁽¹⁾ $ 753,273 $ 903,927 $ 602,618 $ 602,618
Due to employee ⁽²⁾ 37,500 60,000 22,500 30,000
Due to employee ⁽³⁾ 83,226 149,996 46,169 66,658
873,999 1,113,923
Due to related parties, gross 671,287 699,276
Less: current portion (174,822 ) (397,975 ) (369,979 ) (301,308 )
$ 699,177 $ 715,948
Long term, due to related parties $ 301,308 $ 397,968

(1) Due to Frangipani Trade Services (“FTS”), an entity owned by the Company’s CEO, is due on demand and is non-interest bearing. The principal amount of this Promissory Note bears no interest; provided that any amount due under this Note which is not paid when due shall bear interest at an interest rate equal to six percent (6%6%) per annum. The principal amount is due and payable in six payments of $150,655 the first payment due on November 30, 2021, with each succeeding payment to be made six months after the preceding payment.

(2) On May 29, 2020, the Company entered into a $90,000 payable with an employee for the acquisition of UL BOS common stock from a previous owner. The payment terms consist of thirty-six monthly non-interest-bearing payments of $2,500 from the date of closing.

(3) On May 29, 2020, the Company entered into a $200,000 payable with an employee for the acquisition of UL BOS common stock from a previous owner. The payment terms consist of thirty-six monthly non-interest-bearing payments of $5,556 from the date of closing.
F-15

Consulting Agreements

Unique entered into a Consulting Services Agreement on May 29, 2020 for a term of three years with Great Eagle Freight Limited (“Great Eagle” or “GEFD”), a Hong Kong Company (the “Consulting Services Agreement”) where the Company pays $500,000 per year until the expiration of the agreement on May 28, 2023. The fair value of the services was determined to be less than the cash payments and the difference was recorded as ~~Contingent Liability~~Other Long Term Liabilities line item on the condensed consolidated balance sheets and amortized over the life of the agreement. ~~Unique paid $250,000~~ ~~during the year ended May 31, 2021, and amortized~~The unamortized balances were $~~353,334~~211,998 and $~~565,338~~282,666 as of ~~February 28,~~August 31, 2022 and May 31, ~~2021,~~2022, respectively.
~~F-19~~

The Company utilizes financial reporting services from the firm owned and controlled by David Briones, a member of the Board of Directors. The service fees are $5,000 per month. Total fees were $15,000 ~~and none~~ for three months ended ~~February 28,~~August 31, 2022 and ~~2021, respectively. Total fees were $~~2021.~~45,000~~ ~~and~~ ~~NaN~~ ~~for nine months ended February 28, 2022 and 2021, respectively.~~

Accounts Receivable ~~- trade~~ and ~~Accounts~~ Payable ~~- trade~~

Transactions with related parties account for $~~1.9~~3.3 million and $~~28.4~~19.7 million of accounts receivable and accounts payable as of ~~February 28,~~August 31, 2022, respectively compared to $~~1.3~~3.0 million and $~~10.8~~15.2 million of accounts receivable and accounts payable as of May 31, ~~2021.~~2022.

Revenue and Expenses

Revenue from related party transactions is for export services from related parties or for delivery at place imports nominated by such related parties. For the three ~~and nine~~ months ended ~~February 28,~~August 31, 2022, these transactions represented approximately $~~0.5~~ ~~million and $1.3~~0.7 million of ~~revenue, respectively.~~
~~Revenue from related party transactions is for export services from related parties or for delivery at place imports nominated by such related parties.~~revenue. For the three ~~and six~~ months ended ~~February 28, 2021~~August 31, 2021, these transactions represented $~~0.7~~ ~~million and $1.9~~0.3 million of ~~revenue, respectively.~~revenue.

Direct costs are services billed to the Company by related parties for shipping activities. For the three ~~and nine~~ months ended ~~February 28,~~August 31, 2022, these transactions represented approximately $~~56.2~~ ~~million and $157.4~~25.8 million of total direct ~~costs, respectively.~~
~~Direct costs are services billed to the Company by related parties for shipping activities.~~costs. For the three ~~and six~~ months ended ~~February 28,~~August 31, 2021, these transactions represented $~~15.1~~ ~~million and $42.7~~29.3 million of total direct ~~costs, respectively.~~costs.

7. ~~RETIREMENT PLANS~~
We have two savings plans that qualify under Section 401(k) of the Internal Revenue Code legacy of the predecessor companies Eligible employees may contribute a portion of their salary into the savings plans, subject to certain limitations. In one of which the Company has the discretionary option of matching employee contributions and in the other the Company matches 20% on the first 100% contribution. In either Plan, employees can contribute 1% to 98% of gross salary up to a maximum permitted by law. ~~The Company recorded expense of $--28,019~~ ~~and $21,140~~ ~~for the three months ended February 28, 2022 and 2021, respectively. The Company recorded expense of $41,219~~ ~~and $33,867~~ ~~for the nine months ended February 28, 2022 and 2021, respectively.~~
8. 5. STOCKHOLDERS’ EQUITY

Common Stock

~~On June 28,~~The Company is authorized to issue 800,000,000 shares of stock, a par value of $0.001 per share.
During the three months ended August 31, 2021 ~~a noteholder~~noteholders converted $~~71,855.20~~150,558 in convertible notes (principal and interest) into ~~40,000,000~~ ~~shares of the Company’s common stock at a rate of $0.00179638~~ ~~per share.~~
~~On July 8, 2021, a noteholder converted $15,620.83~~ ~~in convertible notes (principal and interest) into~~ ~~8,695,727~~ ~~shares of the Company’s common stock at a rate of $0.00179638~~ ~~per share.~~
~~On August 3, 2021, a noteholder converted $24,418.89~~ ~~in convertible notes (principal and interest) into~~ ~~13,593,388~~ ~~shares of the Company’s common stock at a rate of $0.00179638~~ ~~per share.~~
~~On August 9, 2021, a noteholder converted $12,820.83~~ ~~in convertible notes (principal and interest) into~~ ~~7,137,037~~83,811,872 shares of the Company’s common stock at a rate of $0.00179638 per share.

~~F-20~~F-16
~~On September 28, 2021,~~During the three months ended August 31, 2022, a ~~noteholder~~shareholder converted $~~53,054.86~~7 ~~in convertible notes (principal and interest)~~shares of Series D Convertible Preferred Stock into ~~29,534,319~~43,981,559 shares of the Company’s common ~~stock at a rate of $0.00179638~~ ~~per share.~~stock.
~~On October 27, 2021, a noteholder converted $41,317~~ ~~in convertible notes (principal and interest) into~~ ~~23,000,000~~ ~~shares of the Company’s common stock at a rate of $0.00179638~~ ~~per share.~~

Preferred Shares

The Company authorized to issue 5,000,000 shares of preferred stock, $0.001 par value per share.
Series A Convertible Preferred
~~The Company has designated~~ ~~130,000~~ ~~shares of Series A Convertible Preferred stock and has~~ ~~130,000~~ ~~shares issued and outstanding as of February 28, 2022 and May 31, 2021, respectively.~~ The holders of Series A Preferred. subject to the rights of holders of shares of the Company’s Series B Preferred stock which shares will be pari passu with Series B Preferred in terms of liquidation preference and dividend rights and are subject to an anti-dilution provision, making the holders subject to an adjustment necessary to maintain their agreed upon fully diluted ownership percentage.
During the three months ended August 31, 2022, a shareholder converted 9,935 shares of Series A Convertible Preferred Stock into 67,963,732 shares of the Company’s common stock.

Series B Convertible Preferred

~~The Company has designated~~ ~~870,000~~ ~~shares of Series B Convertible Preferred stock and has~~ ~~820,800~~ ~~and~~ ~~840,000~~ ~~shares issued and outstanding as of February 28, 2022 and May 31, 2021, respectively.~~ The holders of Series B Preferred, subject to the rights of holders of shares of the Company’s Series A Preferred Stock which shares will be pari passu with the Series B Preferred in terms of liquidation preference and dividend rights, shall be entitled to receive, at their option, immediately prior an in preference to any distribution to the holders of the Company’s common stock.
During the three months ended August 31, 2021, the Company issued 125,692,224 shares of the Company’s common stock pursuant to the non-cash conversion of 19,200 shares of Series B Convertible Preferred Stock held by Frangipani Trade Services Inc, an entity 100% owned by the Company’s Chief Executive Officer.

Series C & D Convertible Preferred

~~The Company has~~ ~~designated~~ ~~200~~ ~~shares of preferred stock each for Series C and D Convertible Preferred Stock. The Company~~ ~~had~~ ~~195~~ ~~shares of Series C and~~ ~~192~~ ~~shares of Series D Preferred shares issued and outstanding as of February 28, 2022 and~~ ~~NaNas of May 31, 2021.~~ The holders of the Preferred Stock shall be entitled to receive, upon liquidation, dissolution or winding up of the Company, the amount of cash, securities or other property to which such holder would be entitled to receive with respect to such shares of Preferred Stock if such shares had been converted to common stock immediately prior to such liquidation. ~~In the aggregate, each of the Series C Preferred and Series D Preferred may be converted up to an amount of common stock equal to~~ ~~12.48%~~ ~~of the Company’s capital stock on a fully diluted basis subject to antidilution provision until qualified financing event. (See Note 5 - Amended Securities Exchange Agreement)~~
~~As a result of the Company exchanging $3.9~~ million of convertible notes into Series C and D Preferred Stock on December 10, 2022, the Company recognized net loss on the extinguishment of convertible notes payable and warrants of approximately $~~1.3~~ ~~million in Other Income (Expenses) and recognized approximately $4.6~~ million as deemed dividends as reflected in Comprehensive Income line item of the statement of operations, both reflected in the statement of operations for the three and nine months, ended February 28, 2022.
~~The Company also recorded $4.3~~ million net loss on the mark to market of the derivative liability associated with the Series A Preferred Stock in Other Income (Expenses) in the statement of operations for the three and nine months, ended February 28, 2022.
Since the anti-dilution provisions exist in the Preferred Stock Series A, C and D, derivative liabilities were recorded on the balance sheet as of February 28, 2022, at fair value (see Note 1, Derivative Liability).
~~Warrants~~

F-17
~~The following is a summary of the Company’s warrant activity:~~
~~SCHEDULE OF WARRANTS ACTIVITY~~
Weighted
Average
Warrants Exercise
Price
Outstanding – May 31, 2021 1,140,956,904 $ 0.002
Exercisable – May 31, 2021 1,140,956,904 $ 0.002
Granted - $ -
Outstanding – February 28, 2022 - $ -
Exercisable – February 28, 2022 - $ -

6On December 10, 2021, the Company entered into an amended securities exchange with two investors holding convertible notes and warrants for Convertible Preferred Stock Series C and D. For additional information on the exchange agreement see Note 5, Financing Arrangements. Upon effectiveness of the amended exchange agreement, the Company no longer has any outstanding warrants.
~~At May 31, 2021, the total intrinsic value of warrants outstanding and exercisable was $111,875,388~~ ~~with warrants outstanding as follows:~~
~~SCHEDULE OF WARRANTS OUTSTANDING AND EXERCISABLE~~
Warrants Outstanding Warrants Exercisable
Exercise
Price

Number
Outstanding

Weighted
Average
Remaining
Contractual
Life (in years)

Weighted
Average
Exercise
Price

Number
Exercisable

Weighted
Average
Exercise
Price

$ 0.002 1,140,956,904 3.61 $ 0.002 1,140,956,904 $ 0.002
9. . COMMITMENTS AND CONTINGENCIES

Pending acquisitions

On ~~August 23, 2021,~~April 28, 2022, Unique Logistics International, Inc. (the “Company”) entered into a stock purchase agreement (the “Purchase Agreement”), by and between the Company and Unique Logistics Holdings Limited, a Hong Kong ~~(“ULHK”~~corporation (the “Seller”), whereby the Company acquired from the Seller all of Seller’s share capital (the “Purchased Shares”) ~~entered into a Non-Binding Term Sheet for~~ in nine (9) of Seller’s subsidiaries (collectively the ~~Company’s purchase from ULHK of (i) 65%~~“Subsidiaries”) as listed in Schedule I of the capital stock of Unique Logistics International India (Private) Ltd.; (ii) 50% of the capital stock of ULI (North & East China) Company Limited; (iii) 50% of the capital stock of Unique Logistics International (Shanghai) Co. Ltd; (iv) 50% of the capital stock of ULI International Co. Ltd.; (v) 49.99% of TGF Unique Limited; (vi) 100% of the capital stock of Unique Logistics International (H.K.) Limited; (vii) 65% of the capital stock of Unique Logistics International (Vietnam) Co. Ltd.; (viii) 70% of the capital stock of ULI (South China) Limited; (ix) 100% of the capital stock of Unique Logistics International (South China) Ltd.; and (x) 100 of the capital stock of Shenzhen Unique Logistics Limited (collectively the “ULHK Entities”).~~The initial purchase price, subject to adjustment, to be paid~~Purchase Agreement. As consideration for the ~~ULHK Entities is $22,000,000~~ ~~payable as follows~~Purchased Shares, the Company agreed to (i) pay the Seller $21,000,000 ~~payable at closing~~(the “Cash Consideration”); and (ii) issue to the Seller a $1,000,000 promissory note (the “Note” and, together with the Cash Consideration, the “Purchase Price”). The Purchase Price is subject to certain adjustments set forth in the ~~form of a zero interest 24-month promissory note.~~ ~~Seller shall also be entitled to an additional $2,500,000~~ ~~payable (the “Earn-Out~~
~~F-21~~
~~Payment”) by~~ ~~March 31, 2023, in~~ the event that ULHK Entities EBITDA exceeds $5,000,000 for the calendar year of 2022. Should ULHK Entities EBITDA be less than $5,000,000 but more than $4,500,000 for the 2022 calendar year, the Earn-Out Payment will be adjusted to $2,000,000. No Earn-Out will be paid if the EBITDA of the ULHK Entities is less than $4,500,000 for the 2022 calendar year.Purchase Agreement.

The ~~purchase of ULHK Entities is~~transactions contemplated by the Purchase Agreement shall be contingent upon and subject to ~~among other things, due diligence, receipt~~successful Financing and ~~review~~shell be completed prior to December 31, 2022. If the Company is unable to obtain the Financing, the Company may provide written notice to Seller stating that the Company has been unable to obtain the Financing and notify Seller that the Company has elected to either (i) waive the condition of ~~definitive agreements, receipt of certain regulatory approvals, audited financial statements, material third part consents and consent of minority shareholders of ULHK Entities. On April 11, 2022~~ the ~~term sheet was extended to June 30, 2022.~~Financing, in which event the Purchase Agreement will continue as if the Financing had been obtained or (ii) terminate the Purchase Agreement.

Litigation

From time to time, the Company may become involved in litigation relating to claims arising in the ordinary course of the business. There are no claims or actions pending or threatened against the Company that, if adversely determined, would in the Company’s management’s judgment have a material adverse effect on the Company.

Leases

The Company leases office space, warehouse facilities and equipment under non-cancellable lease agreements expiring on various dates through October 2028. Office leases contain provisions for future rent increases. The Company adopted ASC 842 from inception, requiring the Company to recognize an asset and liability on the consolidated balance sheets for lease arrangements with terms longer than 12 months. The Company has elected the practical expedient to not apply the recognition requirement to leases with a term of less than one year (short term leases). The Company uses its incremental borrowing rate to discount lease payments to present value. The incremental borrowing rate is based on the estimated interest rate the Company could obtain for borrowing over a similar term of the lease at commencement date. Rental escalations, renewal options and termination options, when applicable, have been factored into the Company’s determination of lease payments when appropriate. The Company does not separate lease and non-lease components of contracts. Variable payments related to pass-through costs for maintenance, taxes and insurance or adjustments based on an index such as Consumer Price Index are not included in the measurement of the lease liability or asset and are expensed as incurred.

The components of lease expense were as follows:

SCHEDULE OF COMPONENTS OF LEASE EXPENSE
For the Three Months Ended For the Three Months Ended
February 28, 2022 February 28, 2021
Operating lease $ 310,965 $ 387,657
Interest on lease liabilities 16,910 43,200
Total net lease cost $ 327,875 $ 430,857

For the Nine
Months Ended

For the Nine
Months Ended

February 28, 2022 February 28, 2021
Operating lease $ 1,103,649 $ 1,125,081
Interest on lease liabilities 104,242 141,265
Total net lease cost $ 1,207,891 $ 1,266,346
~~F-22~~

For the Three Months
Ended
August 31, 2022

For the Three Months
Ended
August 31, 2021

Operating lease $ 409,354 $ 362,201
Interest on operating lease liabilities 59,100 52,384
Total net lease cost $ 468,454 $ 414,585

Supplemental balance sheet information related to leases was as follows:

SCHEDULE OF SUPPLEMENTAL BALANCE SHEET INFORMATION
February 28, 2022 May 31, 2021 August 31, 2022 May 31, 2022

Operating leases:
Operating lease ROU assets – net $ 2,693,878 $ 3,797,527 $ 2,421,792 $ 2,408,098

Current operating lease liabilities, included in current liabilities (1,141,902 ) (1,466,409 ) $ 720,096 $ 912,618
Noncurrent operating lease liabilities, included in long-term liabilities (1,656,882 ) (2,431,144 ) 1,809,283 1,593,873
Total operating lease liabilities $ (2,798,784 ) $ (3,897,553 ) $ 2,529,379 $ 2,506,491

Supplemental cash flow and other information related to leases was as follows:

SCHEDULE OF SUPPLEMENTAL CASH FLOW AND OTHER INFORMATION

For the Nine
Months Ended
February 28, 2022

For the Nine
Months Ended
February 28, 2021

For the Three Months
Ended
August 31, 2022

For the Three Months
Ended
August 31, 2021

Cash paid for amounts included in the measurement of lease liabilities:
Operating leases $ 1,098,769 $ 981,967
ROU assets obtained in exchange for lease liabilities:
Operating leases $ - $ 223,242 $ 318,607 $ -
Weighted average remaining lease term (in years):
Operating leases 3.98 4.20 4.13 3.95
Weighted average discount rate:
Operating leases 4.25 % 4.25 % 7.75 % 4.25 %
F-18

~~Future~~
As of August 31, 2022, future minimum lease payments under noncancelable operating leases are as follows:

SCHEDULE OF MINIMUM LEASE PAYMENTS
Twelve Months Ending February 28,
2022 $ 1,234,111
Future Minimum Payments for the Twelve Months Ending August 31,
2023 535,217 $ 807,902
2024 427,463 628,217
2025 310,223 527,792
2026 211,383 304,759
2027 268,902
Thereafter 373,181 229,216
Total lease payments 3,091,578 2,766,788
Less: imputed interest (292,794 ) (237,409 )
Total lease obligations $ 2,798,784 $ 2,529,379

~~10.~~7. INCOME TAX PROVISION

The income tax ~~expense~~provision consists of the following:

SCHEDULE OF INCOME TAX EXPENSE
February 28, 2022 February 28, 2021
For the Three Months
Ended
August 31, 2022

For the Three Months
Ended
August 31, 2021

Federal provision (benefit)
Federal
Current $ 2,294,246 $ 436,000 $ 562,587 $ 457,000
Deferred 83,784 (116,393 ) 17,675 65,448
State and Local provision (benefit) -
State and Local
Current 371,961 89,000 205,470 102,000
Deferred 15,216 (23,607 ) 6,455 10,011
Total provision $ 2,765,207 $ 385,000
Income tax expense $ 792,187 $ 634,459
The Company has no U.S. federal net operating loss carryovers (NOLs) as of August 31 and May 31, 2022, available to offset taxable income. The Company had California State Net Operating Loss carry over of $0.3 million as of August 31 and May 31, 2022, available to offset future taxable income.
In assessing the realization of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon future generation for taxable income during the periods in which temporary differences representing net future deductible amounts become deductible. Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income and tax planning strategies in making this assessment. For the three months ended August 31, 2022 and 2021, there was no valuation allowance necessary.
The Company evaluated the provisions of ASC 740 related to the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements. ASC 740 prescribes a comprehensive model for how a company should recognize, present, and disclose uncertain positions that the Company has taken or expects to take in its tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. Differences between tax positions taken or expected to be taken in a tax return and the net benefit recognized and measured pursuant to the interpretation are referred to as “unrecognized benefits.” A liability is recognized (or amount of net operating loss carry forward or amount of tax refundable is reduced) for unrecognized tax benefit because it represents an enterprise’s potential future obligation to the taxing authority for a tax position that was not recognized as a result of applying the provisions of ASC 740.
If applicable, interest costs related to the unrecognized tax benefits are required to be calculated and would be classified as “Other expenses – Interest” in the statement of operations. Penalties would be recognized as a component of “General and administrative.”
No interest or penalties on unpaid tax were recorded during the three months ended August 31, 2022 and no liability for unrecognized tax benefits was required to be reported. The Company does not expect any significant changes in its unrecognized tax benefits in the next year.

~~F-23~~F-19

~~A reconciliation~~The Company’s deferred tax assets (liabilities) consisted of the ~~provision for income taxes using~~effects of temporary differences attributable to the following:
SCHEDULE OF DEFERRED TAX ASSETS (LIABILITIES)
Deferred Tax Assets August 31, 2022 May 31, 2022
Allowance for doubtful accounts $ 693,684
$
733,139
Contract liability 217,871 230,263
Lease liability 240,926 659,460
Other 231,812 238,006
Total deferred tax assets 1,384,293 1,860,868
Valuation allowance - -
Deferred tax asset, net of valuation allowance $
1,384,293
$ 1,860,868

Deferred Tax Liabilities
Operating lease right-of-use assets $ (214,734 )
$
(631,173 )
Goodwill and intangibles (215,215 ) (256,533 )
Fixed assets (35,726 ) (30,414 )
Net deferred tax asset (liability) $ 918,618 $ 942,748
The expected tax expense (benefit) based on the statutory ~~federal income~~rate is reconciled with actual tax ~~rate to our effective income tax rate for the period ended February 28, 2022 and 2021, is~~expense benefit as follows:

SCHEDULE OF EXPECTED TAX EXPENSE (BENEFIT)

For the Nine
Months Ended
February 28, 2022

For the Nine
Months Ended
February 28, 2021

Federal statutory rate (%) 21 % 21 %
State income taxes, net of federal benefit 9 % 1 %
Change in valuation allowance (3 )% (2 )%
Other, net 1 % (4 )%
Effective income tax rate (%) 28 % 16 %
~~As of February 28, 2021, the Company recorded a full valuation allowance against the deferred tax assets due to insufficient evidence to support the utilization of these benefits.~~
For the Three Months Ended August 31, 2022 For the Three Months Ended August 31, 2021
US Federal statutory rate 21.0 % 21.0 %
State income tax, net of federal benefit 4.6 % 7.0 %
FDII deduction (2.9 )% -
Change in valuation allowance - (2.0 )%
Other permanent differences, net - (2.1 )%
Income tax provision 22.7 % 23.9 %

~~11.~~ 8. SUBSEQUENT EVENTS

~~Amended and Restated Promissory Note~~The Company has evaluated subsequent events through the date the consolidated financial statements were available to be issued. Based on this evaluation, the Company has identified no reportable subsequent events other than those disclosed elsewhere in these consolidated financial statements.

On April 7, 2021, the Company entered into an Amended and Restated Promissory Note (the “Amended and Restated Note”) with Trillium Partners (“Trillium”), pursuant to which the Company and Trillium amended and restated in its entirety that certain promissory note, issued to Trillium on March 19, 2020 (the “Original Note”). The Amended and Restated Note was to mature on June 15, 2021 (the “Maturity Date”). On March 31,October 4, 2022, the Company ~~entered into a fourth amendment and agreed to extend~~filed with the ~~maturity date~~Secretary of ~~this Amended and Restated Note to September 30, 2022, without changing any other terms~~State of the ~~agreement.~~
~~Revolving credit facility~~
~~On April 14, 2022, the parties~~State of Nevada certificates of amendments to the ~~TBK Loan Agreement entered into a Fourth Amendment to the TBK Agreement primarily to increase the credit facility from $47.5~~ ~~million to~~ ~~57.5~~ ~~million for the period commencing on April 15, 2022 through~~Certificates of Designations, Preferences and ~~including October 15, 2022.~~
~~Preferred Stock Conversion~~
~~On April 5, 2022, a shareholder converted~~ 5 ~~shares~~Rights of each of its Series A, Series C and Series D Convertible Preferred Stock, ~~into~~ ~~31,415,400~~ ~~shares~~amending (i) Section IV(b)(iii) of the ~~Company’s common stock.~~Certificate of Designations, Preferences and Rights of its Series A Convertible Preferred Stock, (ii) Section 7(a)(ii) of the Certificate of Designations, Preferences and Rights of its Series C Convertible Preferred Stock, and (iii) Section 7(a)(ii) of the Certificate of Designations, Preferences and Rights of its Series D Convertible Preferred Stock in order to extend the Anti-dilution Termination Date to the earlier of (i) March 31, 2023 or (ii) a Qualified Financing event (as defined in the Certificates of Designations).

~~F-24~~F-20
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Note Regarding Forward-Looking Statements

This Quarterly Report on Form 10-Q includes a number of forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended, (the “Exchange Act”) that reflect management’s current views with respect to future events and financial performance. These statements are based upon beliefs of, and information currently available to, the Company’s management as well as estimates and assumptions made by the Company’s management. Readers are cautioned not to place undue reliance on these forward-looking statements, which are only predictions and speak only as of the date hereof. When used herein, the words “anticipate,” “believe,” “estimate,” “expect,” “forecast,” “future,” “intend,” “plan,” “predict,” “project,” “target,” “potential,” “will,” “would,” “could,” “should,” “continue” or the negative of these terms and similar expressions as they relate to the Company or the Company’s management identify forward-looking statements. Such statements reflect the current view of the Company with respect to future events and are subject to risks, uncertainties, assumptions, and other factors, including the risks relating to the Company’s business, industry, and the Company’s operations and results of operations. Should one or more of these risks or uncertainties materialize, or should the underlying assumptions prove incorrect, actual results may differ significantly from those anticipated, believed, estimated, expected, intended, or planned.

Although the Company believes that the expectations reflected in the forward-looking statements are reasonable, the Company cannot guarantee future results, levels of activity, performance, or achievements. Except as required by applicable law, including the securities laws of the United States, the Company does not intend to update any of the forward-looking statements to conform these statements to actual results.

Our financial statements are prepared in accordance with accounting principles generally accepted in the United States (“GAAP”). These accounting principles require us to make certain estimates, ~~judgments~~judgements and assumptions. We believe that the estimates, ~~judgments~~judgements and assumptions upon which we rely are reasonable based upon information available to us at the time that these estimates, ~~judgments~~judgements and assumptions are made. These estimates, ~~judgments~~judgements and assumptions can affect the reported amounts of assets and liabilities as of the date of the condensed consolidated financial statements as well as the reported amounts of revenues and expenses during the periods presented. Our condensed consolidated financial statements would be affected to the extent there are material differences between these estimates and actual results. The following discussion should be read in conjunction with our condensed consolidated financial statements and notes thereto appearing elsewhere in this report. The forward-looking statements made in this report are based only on events or information as of the date on which the statements are made in this report. Except as required by law, we undertake no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise, after the date on which the statements are made or to reflect the occurrence of unanticipated events. You should read this report and the documents we refer to in this report and have filed as exhibits to this report completely and with the understanding that our actual future results may be materially different from what we expect. These risks include, by way of example and without limitation:

● The company provides services to customers engaged in international commerce. Everything that affects international trade has the potential to expand or contract our primary market and adversely impact our operating results.
● ~~We depend on operators of aircrafts, ships, trucks, ports and airports.~~
● ~~We derive a significant portion of our total revenues and net revenues from our largest customers.~~
● ~~Due to our dependence on a limited number of customers, we are subject to a concentration of credit risk.~~
● ~~Our earnings may be affected by seasonal changes in the transportation industry.~~
● The company provides services to customers engaged in international commerce. Everything that affects international trade has the potential to expand or contract our primary market and adversely impact our operating results

3
●·We depend on operators of aircrafts, ships, trucks, ports and airports

● ~~Our business is affected by ever increasing regulations from a number of sources in the United States and in foreign locations in which we operate.~~
● ~~As a multinational corporation, we are subject to formal or informal investigations from governmental authorities or others in the countries in which we do business.~~
● ~~The global economy and capital and credit markets continue to experience uncertainty and volatility.~~
● ~~Our business is subject to significant seasonal fluctuations driven by market demands and each quarter is affected by seasonal trends.~~
● ~~Our revenue and direct costs are subject to significant fluctuations depending on supply and demand for freight capacity.~~
● We derive a significant portion of our total revenues and net revenues from our largest customers
● Due to our dependence on a limited number of customers, we are subject to a concentration of credit risk
● Our earnings may be affected by seasonal changes in the transportation industry
● Our business is affected by ever increasing regulations from a number of sources in the United States and in foreign locations in which we operate
● As a corporation transacting business in multiple countries, we are subject to formal or informal investigations from governmental authorities or others in the countries in which we do business
● The global economy and capital and credit markets continue to experience uncertainty and volatility
● Our business is subject to significant seasonal fluctuations driven by market demands and each quarter is affected by seasonal trends.
● Our revenue and direct costs are subject to significant fluctuations depending on supply and demand for freight capacity.

Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, or performance. Readers are urged to carefully review and consider the various disclosures made by us in this report and in our other reports filed with the Securities and Exchange Commission (“SEC”). We undertake no obligation to update or revise forward-looking statements to reflect changed assumptions, the occurrence of unanticipated events or changes in the future operating results over time except as required by law. We believe that our assumptions are based upon reasonable data derived from and known about our business and operations. No assurances are made that actual results of operations or the results of our future activities will not differ materially from our assumptions.

~~As used in this Quarterly Report on Form 10-Q~~Overview
We are a global logistics and ~~unless otherwise indicated, the terms “Company,” “we,” “us,” and “our” refer to Unique Logistics International, Inc. (formerly known as Innocap, Inc.), and~~freight forwarding company. We operated via our wholly owned subsidiaries, Unique Logistics International (BOS) Inc, a Massachusetts corporation (“UL BOS”) and Unique Logistics International (NYC) LLC, a Delaware limited liability company (“UL NYC”).~~”). Unless otherwise specified, all dollar amounts are expressed in United States dollars.~~
~~Business Overview~~

The Company provides a range of international logistics services that enable its customers to outsource to the Company sections of their supply chain process. The services provided by the Company are seamlessly managed by its network of trained employees and integrated information systems. We enable our customers to share data regarding their international vendors and purchase orders with us, execute the flow of goods and information under their operating instructions, provide visibility to the flow of goods from factory to distribution center or store and when required, update their inventory records.

Our range of services can be categorized as follows:

● Air Freight ~~services~~
● Ocean Freight ~~services~~
● Customs Brokerage and Compliance ~~services~~
● Warehousing and Distribution ~~services~~
● Order Management

~~Results of Operations for the Three Months ended February 28, 2022 and February 28, 2021~~Market Trends

~~Revenue~~
Demand for space by ocean freight and air freight from United States importers surged in the period June 2021 through December 2021 as retailers increased inventory in anticipation of the post covid resurgence. This surge coupled with the impact of Covid related factory lockdowns in Vietnam resulted in logistics disruptions and ultimately unprecedented congestion in United States ports and airports. Air cargo charters, including passenger aircrafts converted to cargo charter flights were heavily in demand in the second half of 2021 and pricing of all shipping methods increased to unprecedented levels. The ~~Company’s recorded total revenue from operations~~demand for ~~the three months ended February 28,~~shipping started slowing down in early 2022 and ~~2021~~price of shipping has been on a declining trend since then, notwithstanding fluctuations in fuel prices. Many United States retailers found themselves with excessive inventory by the ~~amounts~~middle of ~~$250.4 million~~2022 and $91.0 million, respectively. This increase represents management’s success in combining the acquired entities, achievement of synergies, addition of new customers, significant increase in shipping volumes and the market prices, for both air and ocean freight services. A significant increase in air freight revenue in the last three months relates primarily to a comprehensive air charter programs that the Company put in place to address increased shipping needs of several strategic customers. Management is projecting steady demand for international logistics services despite an anticipated slowdown in the US economy into the next twelve months and believes that the Company istemporary corrections resulted in a ~~strong position to deliver on its strategy, ensuring growth both organically and through acquisitions in strategic geographic areas~~softer logistics market from May 2022 onward, with recovery expected towards the end of ~~our business.~~2022.

43
~~Costs and Operating Expenses~~
Costs and operating expenses were $248.2 million for the three months ended February 28, 2022, compared with $90.7 million for the three months ended February 28, 2021. This increase in cost was attributable to a significant increase in shipping volume and market prices, as well as the cost associated with a comprehensive air charter program described above. The Company continues to focus on product gross margins.

~~Other Income (Expense)~~Business Trends

~~For~~In response to market trends, the ~~three months ended February 28, 2022, Other Expenses were $7.0 million~~Company increased its procurement of ocean freight and ~~comprised~~air freight capacity to meet the requirements of ~~interest expense, loss on exchange of~~its customer base. The Company arranged ad hoc air cargo charter flights to the ~~convertible notes~~United States from Vietnam, India, Bangladesh, Singapore and Indonesia to meet customer demand for ~~preferred convertible shares and changes in fair value of imbedded derivative related to antidilutive provision in preferred convertible shares.~~
capacity. During the ~~three months~~first quarter ended ~~February 28,~~August 31, 2022, ~~interest expense and bank fees totaled approximately $1.4 million. The~~the Company recorded $1.3 million in non-operating loss during the third quarter related to the exchange of convertible notes and warrants into convertible preferred shares and recording a loss of $4.3 million for change in fair value of an imbedded derivative (antidilution provision) as part of the Convertible Preferred Stock mark to market adjustment.
~~For the three months ended February 28, 2021, interest expense totaled $0.4 million. Increase in interest expense is~~scaled back on air cargo charter flights due to ~~increased borrowing capacity of~~slowing demand and falling ocean freight prices. Many United States retailers reported over-inventory positions and shipping trends moved from “just in case” (in the ~~company as discussed~~post Covid recovery period a year ago) to more traditional “just in ~~notes, financing arrangements,~~time”. Revenues declined in the ~~company’s financial statements.~~current quarter, both in terms of pricing and volume. However, the Company’s strategic procurement policies resulted in increased margins and greater profitability.

~~Net Income~~Significant Development
~~Net loss was approximately $4.9 million for the three months ended February 28, 2022, compared~~The Company has now initiated an internal process to ~~a net income of approximately $1.3 million for the three months ended February 28, 2021~~.
~~As a result of~~develop its environmental, social and corporate governance (“ESG”) framework. An external consultant has been engaged to guide the Company ~~exchanging $3.9 million~~in its initial steps. The Board of ~~convertible notes into Series C~~Directors and ~~D Preferred Stock on December 10, 2022,~~Management are fully committed towards ensuring that the Company ~~recognized net loss~~is on a path to the ~~extinguishment~~systematic adoption of ~~convertible notes payable~~policies to identify, assess and ~~warrants of approximately $1.3 million~~manage sustainability-related risks and opportunities in ~~Other Income (Expenses)~~respect to all stakeholders (including but not limited to customers, suppliers and ~~recognized approximately $4.6 million as deemed dividends in , both reflected in~~employees) and the ~~statement of operations for the three months ended February 28, 2022.~~
The Company also recorded $4.3 million net loss on the mark to market of the derivative liability associated with the Series A Preferred Stock in Other Income (Expenses) in the statement of operations for the three months ended February 28, 2022.
Since the anti-dilution provisions exist in the Preferred Stock Series A, C and D, derivative liabilities were recorded on the balance sheet as of February 28, 2022, at fair value. The derivative liability associated with the anti-dilution provisions will expire upon the maturity of the provision, reducing the derivative liability to zero, or upon the conversion of preferred stock to common stock, ultimately reducing the derivative liability and increasing paid in capital for the fair value at the time conversion.
~~Without the derivative liability impact, net income for three month ended February 28, 2022 would be $0.7 million.~~
environment.
Results of Operations ~~for the Nine Months ended February 28, 2022 and 2021~~
Revenue

The Company’s recorded total revenue from operations for the ~~nine~~three months ended ~~February 28,~~August 31, 2022 and 2021, in the amounts of ~~$845.6~~approximately $136.5 million and ~~$273.0~~$189.8 million, respectively. ~~This increase represents management’s success in combining the acquired entities, achievement of synergies, addition of new customers, significant increase~~Revenue by product line was reported as follows:
For the Three Months
ended
August 31, 2022 For the Three Months
ended
August 31, 2021
Revenues
Air Freight $ 29,934,037 $ 52,162,641
Ocean Freight 88,254,730 123,300,758
Contract logistics 768,714 722,664
Customs brokerage and other services 17,551,391 13,585,797
Total revenues $ 136,508,872 $ 189,771,860
Revenue declined by 28.1% driven by a slowdown in shipping ~~volumes~~ and ~~the market prices, for~~pricing decline in both air and ~~ocean freight services. Management is also projecting steady demand for international logistics services~~sea. The Company’s strategic procurement policies ensured that despite ~~a slowing US economy.~~the decline in revenue, there was growth in net revenue and profitability. The Company iscontinues to invest in ~~a strong position~~its sales and marketing strategy to ~~deliver on its strategy, ensuring growth both organically and through~~increase market share, while seeking opportunities for strategic acquisitions ~~in strategic geographic areas of~~to grow our business.

~~Costs~~Gross Margins
Product costs were $126.4 million for the three months ended August 31, 2022, compared with $181.5 million for the three months August 31, 2021. This 30.1% decrease in cost more than offset the decrease in revenue. Based on the executed strategy during the first three months ended August 31, 2022, we were able to improve net revenue (or gross margin) to 7.4% from 4.3% same period last year. The Company’s management is committed to continue improving margins by smart procurement, providing value added services and focusing on technology.
4
Operating Expenses
Operating expenses remained steady at $5.2 million for three months ended August 31, 2022 from $5.0 million for three months ended August 31, 2021. Personnel costs increased primarily due to increase in the number of full-time employees. During the quarter ended August 31, 2022, the Company has improved its operational bench strength, expanded its business development function and added to its finance and accounting team. Selling and promotion expenses decreased in line with business trends and adjustment of related accruals.
Other Expenses

~~Costs and operating~~Other expenses were $831.5 million for the nine months ended February 28, 2022, compared with $270.2 million for the nine months ended February 28, 2021. This increase in cost was attributable to a significant increase in shipping volume and market prices. The Company is focused on product gross margins and is anticipating to improve its margins as it continues to grow its customer base.
5
~~Other Income (Expense)~~
~~For the nine months ended February 28, 2022, Other Expense was approximately $9.8 million and was primarily~~ comprised of interest expense, gain on forgiveness of promissory notes, amortization of debt discount and gain on extinguishment of convertible debt and ~~amortization of debt discount on convertible notes, loss on exchange of the convertible notes for preferred convertible shares and changes~~change in fair value of ~~imbedded~~ derivative ~~related to antidilutive provision in preferred convertible shares.~~liabilities.

During the ~~nine~~three months ended ~~February 28,~~August 31, 2022, interest expense and bank fees totaled approximately ~~$4.6~~$1.4 million. The Company recorded approximately $0.8 million amortization of debt discount related to the convertible notes and approximately $0.8 million gain on extinguishment of debt. In addition, during the nine months ended February 28, 2022, the Company was granted forgiveness of the Paycheck Protection Program loans under the CARES Act, (the “PPP Loan”) and recorded a gain on forgiveness of approximately $0.4 million. At the same time, as discussed above, the Company recorded $1.3 million in non-operating loss during the third quarter related to the exchange of convertible notes and warrants into convertible preferred shares and recording a loss of $4.3 million for change in fair value of an imbedded derivative (antidilution provision) as part of the Convertible Preferred Stock mark to market adjustment.
For the nine months ended February 28, 2021, other income (expenses) is comprised of interest expense and loss on extinguishment of convertible debt. During the nine months ended February 28, 2021, interest expense totaled $0.8 million. In addition, during nine months ended February 28, 2021, the Company modified an existing convertible note agreement with the lender resulting in a loss on extinguishment of debt of $1.1 million and also recorded a gain on forgiveness of promissory note of $1.6 million.
~~Net Income~~
~~Net income was $1.6 million and $2.1 million for the nine months ended February 28, 2022 and 2021, respectively.~~
As a result of the Company exchanging $3.9 million of convertible notes into Series C and D Preferred Stock on December 10, 2022, the Company recognized net loss on the extinguishment of convertible notes payable and warrants of approximately $1.3 million in Other Income (Expenses) and recognized approximately $4.6 million as deemed dividends, both reflected in the statement of operations for nine months ended February 28, 2022.
The Company also recorded ~~$4.3~~$0.6 million ~~net loss~~gain on the mark to market of the derivative liability associated with the ~~Series A Preferred Stock~~antidilution provision imbedded in ~~Other Income (Expenses) in the statement of operations for the nine months ended February 28, 2022.~~
~~Since the anti-dilution provisions exist in the Preferred Stock~~ Series A, C and D derivative liabilities were recorded on the balance sheet as of February 28, 2022, at fair value. The derivative liability associated with the anti-dilution provisions will expire upon the maturity of the provision, reducing the derivative liability to zero, or upon the conversion of preferred stock to common stock, ultimately reducing the derivative liability and increasing paid in capital for the fair value at the time conversion.
~~Without the derivative liability impact, net income for nine month ended February 28, 2022 would be $7.2 million.~~Preferred Stocks.

For the three months ended August 31, 2021, the Company recorded approximately $1.3 million interest expense and bank fees and offsetting gain on extinguishment of note payable totaling approximately $0.8 million.
Net Income After Tax
The Company reported net income of $3.3 million for the three months ended August 31, 2022, compared to a net income of $2.0 million for the ended August 31, 2021.
Adjusted EBITDA
We define adjusted EBITDA to be earnings before interest, taxes, depreciation and amortization, factoring fees, other income, net, stock-based compensation and expenses, merger and acquisition costs, restructuring, transition and acquisitions expense, net, goodwill impairment and certain other items.
Adjusted EBITDA is not a measurement of financial performance under GAAP and may not be comparable to other similarly titled measures of other companies. We present adjusted EBITDA because we believe that adjusted EBITDA is a useful supplement to net income from operations as an indicator of operating performance. We use adjusted EBITDA as a financial metric to measure the financial performance of the business because management believes it provides additional information with respect to the performance of its fundamental business activities. For this reason, we believe adjusted EBITDA will also be useful to others, including our stockholders, as a valuable financial metric.
We believe that adjusted EBITDA is a performance measure and not a liquidity measure, and therefore a reconciliation between net income from continuing operations and adjusted EBITDA has been provided in the financial results. Adjusted EBITDA should not be considered as an alternative to income from operations or net income from operations as an indicator of performance or as an alternative to cash flows from operating activities as an indicator of cash flows, in each case as determined in accordance with GAAP, or as a measure of liquidity. In addition, adjusted EBITDA does not take into account changes in certain assets and liabilities as well as interest and income taxes that can affect cash flows. We do not intend the presentation of these non-GAAP measures to be considered in isolation or as a substitute for results prepared in accordance with GAAP. These non-GAAP measures should be read only in conjunction with our condensed consolidated financial statements prepared in accordance with GAAP.
5
Following is the reconciliation of our consolidated net income to adjusted EBITDA:
For the three months
Ended
August 31, 2022 For the three months
ended
August 31, 2021
Net income available to common shareholders $ 3,321,341 $ 2,023,416

Add Back:
Income tax expense 792,187 634,459
Depreciation and amortization 200,674 193,799
Gain on forgiveness of promissory notes - (358,236 )
Gain on extinguishment of convertible notes - (780,050 )
Change in fair value of derivative liability (618,948 ) -
Factoring fees - 27,000
Interest expense (including accretion of debt discount) 1,357,685 1,675,759

Adjusted EBITDA $ 5,052,939 $ 3,416,147
Liquidity and Capital Resources

The accompanying condensed consolidated financial statements have been prepared on a going concern basis. Substantial doubt about an entity’s ability to continue as a going concern exists when conditions and events, considered in the aggregate, indicate that it is probable that the entity will be unable to meet its obligations as they become due within one year after the date that the financial statements are issued.
The Company experienced adverse cash flows from operations, primarily due to significant business growth since inception, entering new markets and products and repayment of an acquisition related debt.
As of ~~February 28,~~August 31, 2022, the Company reported ~~negative~~ working capital of approximately ~~$8.1~~$6.5 million compared with ~~$3.5~~$4.2 million ~~negative~~ working capital as of May 31, ~~2021 Increase in negative reported~~2022. The Company’s Earnings Before Interest, Tax, Depreciation and Amortization (“EBITDA”) contribution to working capital ~~period over period~~ was ~~primarily~~$5.1 million and cash flow from operations $0.3 million during the quarter ended August 31, 2022. The Company has adequate cash availability through the TBK Facility.
Since its inception, the Company has experienced significant business growth. To fund such growth, operating capital was initially provided by third party investors through the sale of Convertible Notes which were subsequently exchanged into convertible securities. Preferred shares are more beneficial to the Company because they do not require cash repayments. Due to the antidilution provision imbedded in the certain of the convertible securities, these provisions resulted in an embedded derivative and the Company recorded a long-term liability. As of the quarter ended August 31, 2022, and the year ended May 31, 2022, this liability was $11.8 million and $12.4 million, respectively. This liability is recorded as a long-term liability due to ~~recording $12.7 million derivative liability related~~its future settlement in common stock on the balance sheet and is being adjusted to antidilution provision in Series A, C and D Convertible Deferred Stocks. Once these deferred shares exchanged into Common Stock, this liability would be reversed. Without this derivative liability, Company’s working capital asmarket on each of ~~February 28, 2022 would be positive $4.6 million. Liquidity fluctuations may raise~~ the ~~risk of there being substantial doubt about the Company’s ability to continue as a going concern.~~
~~In response to such factors, the Company took steps to alleviate the risk of substantial doubt by~~
●subsequent reporting periods. ~~Repayment most of its acquisition related debt.~~
● ~~Entering into a Fourth Amendment to the TBK Loan Agreement to increase its credit facility from $47.5.0 million to $57.5 million until October 2022 (Subsequent Event Note 11)~~
● Recapitalizing its balance sheet by entering into an Exchange Agreement on December 10, 2021 to exchange all of its Convertible debt into shares of Convertible Preferred Shares Series C and D (Financial Arrangements Note 5)
~~The Company is in process of potentially raising capital through a planned underwritten offering of its securities.~~

While we continue to execute our strategic plan, ~~the Company~~management is ~~also in~~focused on managing cash and monitoring liquidity position. We have implemented a ~~process~~number of ~~evaluating several other liquidity-oriented options~~initiatives to conserve our liquidity position including activities such as ~~raising additional capital,~~ increasing ~~credit limits of the revolving~~ credit facilities, reducing cost of debt, controlling general and administrative expenditures and improving ~~its cash~~ collection processes. ~~While many~~Many of the aspects of the ~~Company’s~~ plan involve management’s judgments and estimates that include factors that could be beyond our control and actual results could differ from our estimates. These and other factors could cause the strategic plan to be unsuccessful which could have a material adverse effect on our operating results, financial condition, and liquidity. Use of operating cash is an indicator that there could be a going concern issue, but based on our evaluation of the Company’s projected cash flows and business performance subsequent to the balance sheet date, management has concluded that the Company’s current cash and cash availability under the TBK Facility as of August 31, 2022, would be sufficient to alleviate a going concern issue for at least one year from the date these consolidated financial statements are issued.

6
As of February 28, 2022, we fully expect to meet our liquidity needs for the next twelve months with cash and cash equivalents and cash flows from operations. We expect to meet our long-term liquidity needs with cash flows from operations and financing arrangements.

The following table summarizes total current assets, liabilities and working capital ~~on February 28,~~at August 31, 2022 compared to May 31, ~~2021:~~2022:

February 28, 2022 May 31, 2021 Change
August 31,
2022

May 31,
2022
Change
Current Assets $ 140,040,299 $ 52,400,799 $ 87,639,500 $ 94,909,343 $ 108,543,031 $ (13,633,688)
Current Liabilities 148,183,563 55,929,942 92,252,621 88,404,478 104,367,590 (15,963,112)
Less Derivative Liabilities (12,693,282 ) - (12,693,282 )
Net Working Capital (Deficit) $ 4,550,018 $ (3,529,143 ) $ 8,079,161
Working Capital $ 6,504,865 $ 4,175,441 $ 2,329,424

~~Increase~~The change in ~~current assets~~working capital is primarily ~~due~~attributable to ~~an increase~~a decrease in ~~trade~~cash and cash equivalents of $1.2 million, a decrease in accounts receivable ~~approximately $82.0~~of about $10.6 million, as a ~~result of increase in sales as well as a repurchase of approximately $31.5 million of own accounts receivable from the Factor previously accounted off balance sheet. An increase~~decrease in contract assets of approximately $12.7 million related to increase of approximately $79.7 million of shipments in transit. A decrease in factoring reserve $7.6 million is a result of replacing factoring arrangements with a revolving line of credit on June 1, 2021.
Increase in current liabilities is primarily due to increase revolving line of credit of $43.9 million in trade accounts payables and addition of a revolving line of credit. Significant increase in customer orders led to increase in accounts payable of approximately $18.8 million, increase in accrued expenses and other current liabilities of approximately $2.5 million, an increase in accrued contract liabilities of $10.4 million, an increase of $5.4 million for the freight in transit, an increase in the outstanding balance on the line of credit of $43.9$2.8 million, offset by a decrease in accounts payable - trade of about $7.4 million, a decrease of accrued freight of about $6.2 million and decrease in the ~~current portion~~borrowed amount on the line of ~~notes payable~~credit by ~~$0.6~~$1.4 million.

For the Nine
Months Ended, February 28, 2022

For the Nine
Months Ended, February 28, 2021
Change
Net cash provided by (used in) by operating activities $ (42,029,741 ) $ (578,807 ) $ (41,450,934 )
Net cash used in investing activities (54,474 ) (26,543 ) (27,931 )
Net cash provided by (used in) financing activities 42,827,199 647,579 42,179,620
Net increase in cash and cash equivalents $ 742,984 $ 42,229 $ 700,755
For the Three Months
ended
August 31, 2022
For the Three Months
Ended
August 31, 2021
Change
Net cash provided by (used) in operating activities $ 301,163 $ (40,400,646 ) $ 40,701,809
Net cash used in investing activities (68,570 ) (24,199 ) (44,371 )
Net cash provided (used in) by financing activities (1,384,184) 40,468,637 (41,852,821)
Net (decrease) increase in cash and cash equivalent $ (1,151,591) $ 43,792 $ (1,195,383)

Operating activities ~~used~~provided cash of ~~$42.0~~$0.3 million for the ~~nine~~three months ended ~~February 28,~~August 31, 2022 compared to net cash used inby operations of ~~$0.6~~$40.4 million for the ~~nine~~three months ended ~~February 28,~~August 31, 2021. Primary reason for cash provided for the three months ended August 31, 2022, was the collections on accounts receivables offset by reduction in Accounts Payable and Accrued Freight. Primary reason for cash used for the ~~six~~three months ended ~~February 28, 2022,~~August 31, 2021, was a significant increase in accounts receivables, reflecting repurchase of trade receivables ~~using~~from a factor taking advantage of a better interest rate on Company’s new revolving credit facility and significant increase in business during nine months ended February 28, 2022. This increase in receivables completely offset by increase in financing operations via new line of credit. Because the line of credit was used to repurchase receivables from the factor, net cash from operations appear to be negative, and these two should be viewed together for a net cash from operations of $0.8 million.facility.
7
Investing activities used cash of $54,474 for the nine months ended February 28, 2022 compared to $26,543 for the nine months ended February 28, 2021. During the nine months ended February 28, 2022 and February 28, 2021, investing activities consisted of purchasing office equipment.

~~Financing~~Cash used by financing activities of $1.38 million for the three months ended August 31, 2022 primarily for repayment of $1.4 million on line of credit. During the three months ended August 31, 2021, financing activities provided cash of ~~$42.8~~$40.5 million ~~for the nine months ended February 28, 2022 and were the result~~due to initial borrowing of ~~receiving aggregate gross proceeds of $2.0 million from an investor in exchange for a contemplated note payable and net proceeds of $43.9~~$39.5 million from the line of credit facility in effect from June 1, 2021 used to repurchase factored trade ~~receivables per above. These proceeds were offset~~receivables.
Recent Accounting Pronouncements
In August 2020, the FASB issued ASU 2020-06, Debt - “Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging - Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity”. This ASU amends the guidance on convertible instruments and the derivatives scope exception for contracts in an entity’s own equity, and also improves and amends the related EPS guidance for both Subtopics. ASU 2020-06 is effective for public business entities, other than smaller reporting companies as defined by ~~payments~~the SEC starting January 1, 2022. For all other entities, the amendments are effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years. Early adoption is permitted. The Company is currently evaluating the potential impact of this standard on ~~notes payable and related party debt of $2,821,664 and $239,924, respectively.~~its condensed consolidated financial statements.
7

Critical Accounting Policies

Accounting policies, methods and estimates are an integral part of the condensed consolidated financial statements prepared by management and are based upon management’s current judgments. These judgments are normally based on knowledge and experience regarding past and current events and assumptions about future events. Certain accounting policies, methods and estimates are particularly sensitive because of their significance to the financial statements and because of the possibility that future events affecting them may differ from management’s current judgments. While there are a number of accounting policies, methods and estimates that affect our condensed consolidated financial statements, the areas that are particularly significant include revenue recognition; the fair value of acquired assets and liabilities; fair value of contingent consideration; the assessment of the recoverability of long-lived assets, goodwill and intangible assets; and leases.

We perform an impairment test of goodwill for each year unless events or circumstances indicate impairment may have occurred before that time. We assess qualitative factors to determine whether it is more-likely-than-not that the fair value of the reporting unit is less than the carrying amount. After assessing qualitative factors, if further testing is necessary, we would determine the fair value of each reporting unit and compare the fair value to the reporting unit’s carrying amount.

Intangible assets consist of customer relationships, trade names and trademarks and non-compete agreements arising from our acquisitions. Customer relationships are amortized on a straight-line basis over 12 to 15 years. Tradenames, trademarks and non-compete agreements, are amortized on a straight-line basis over 3 to 10 years.

We review long-lived assets for impairment whenever events or changes in circumstances indicate the carrying amount of the assets may not be recoverable. If the sum of the undiscounted expected future cash flows over the remaining useful life of a long-lived asset is less than its carrying amount, the asset is considered to be impaired. Impairment losses are measured as the amount by which the carrying amount of the asset exceeds the fair value of the asset. When fair values are not available, we estimate fair value using the expected future cash flows discounted at a rate commensurate with the risks associated with the recovery of the asset. Assets to be disposed of are reported at the lower of carrying amount or fair value less costs to sell.

The Company has identified derivative instruments arising from an anti-dilution provision in the Company’s preferred stock. Each reporting period, the embedded derivative liability, if material, would be adjusted to reflect fair value at each period end with changes in fair value recorded in the “Change in fair value of embedded derivative liability” financial statement line item of the Company’s condensed consolidated statements of operations.
Our significant accounting policies are summarized in Note 1 of our condensed consolidated financial statements.
~~Adjusted EBITDA~~
We define adjusted EBITDA to be earnings before interest, taxes, depreciation and amortization, factoring fees, other income, net, stock-based compensation and expenses, merger and acquisition costs, restructuring, transition and acquisitions expense, net, goodwill impairment and certain other items.
Adjusted EBITDA is not a measurement of financial performance under GAAP and may not be comparable to other similarly titled measures of other companies. We present adjusted EBITDA because we believe that adjusted EBITDA is a useful supplement to net income from operations as an indicator of operating performance. We use adjusted EBITDA as a financial metric to measure the financial performance of the business because management believes it provides additional information with respect to the performance of its fundamental business activities. For this reason, we believe adjusted EBITDA will also be useful to others, including our stockholders, as a valuable financial metric.
8
We believe that adjusted EBITDA is a performance measure and not a liquidity measure, and therefore a reconciliation between net income from continuing operations and adjusted EBITDA has been provided in the financial results. Adjusted EBITDA should not be considered as an alternative to income from operations or net income from operations as an indicator of performance or as an alternative to cash flows from operating activities as an indicator of cash flows, in each case as determined in accordance with GAAP, or as a measure of liquidity. In addition, adjusted EBITDA does not take into account changes in certain assets and liabilities as well as interest and income taxes that can affect cash flows. We do not intend the presentation of these non-GAAP measures to be considered in isolation or as a substitute for results prepared in accordance with GAAP. These non-GAAP measures should be read only in conjunction with our consolidated financial statements prepared in accordance with GAAP.
~~Following is the reconciliation of our consolidated net income to adjusted EBITDA:~~

For the Three
Months Ended
February 28, 2022

For the Three
Months Ended
February 28, 2021

Net income (loss) $ (4,930,586 ) $ 1,264,998

Add Back:
Income tax expense 228,207 77,801
Depreciation and amortization 196,347 191,226
Stock-based compensation - 41,666
(Gain) loss on extinguishment of convertible notes 1,344,087- (1,646,062 )
Factoring fees - 1,271,384
Interest expense (including accretion of debt discount) 1,395,396 610,353
Change in fair value of derivative liabilities 4,275,986 -

Adjusted EBITDA $ 2,509,437 $ 1,811,366

For the Nine
Months Ended
February 28, 2022

For the Nine
Months Ended
February 28, 2021

Net income (loss) $ 1,581,055 $ 2,088,044

Add Back:
Income tax expense 2,765,207 385,000
Depreciation and amortization 585,019 573,443
Stock-based compensation - 91,666
Gain on forgiveness of promissory notes (358,236 ) (1,646,062 )
Loss on extinguishment of convertible notes 564,037 1,147,856
Factoring fees 27,000 3,155,647
Change in fair value of derivative liabilities 4,275,986 -
Interest expense (including accretion of debt discount) 5,343,391 846,532

Adjusted EBITDA $ 14,783,459 $ 6,642,126

~~Item~~ITEM 3. ~~Quantitative and Qualitative Disclosures about Market Risk~~QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

As a smaller reporting company, we are not required to provide the information required by this ~~Item.~~item.
9
~~Item~~ITEM 4. ~~Controls and Procedures~~CONTROLS AND PROCEDURES

The term “disclosure controls and procedures,” as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act, refers to controls and procedures that are designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the company’s management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure. In designing and evaluating our disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives. In addition, the design of disclosure controls and procedures must reflect the fact there are resource constraints and management is required to apply judgment in evaluating the benefits of possible controls and procedures relative to their costs.

8
Our management, with the participation of our Principal Executive Officer and Principal Financial Officer, evaluated, as of the end of the period covered by this Form 10-Q, the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act). Based on that evaluation, ~~which took into consideration the recent acquisition and integration of three private companies,~~ our Principal Executive Officer and Principal Financial Officer concluded as of ~~February 28,~~August 31, 2022 that our disclosure controls and procedures were not effective and require remediation in order to be ~~effective at the reasonable assurance level.~~effective. Prior to ~~the business combination,~~October 2020, we ~~have been~~were a private company with limited accounting personnel and other resources with which we address our internal control over financial reporting. In connection with the audit of our financial statements as of and for the year ended May 31, ~~2021,~~2022, our management identified material weaknesses in our internal control over financial reporting. A material weakness is a deficiency, or combination of deficiencies, in internal controls, 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. The material weaknesses identified relate to the fact that we did not design and maintain an effective control environment commensurate with our financial reporting requirements, including (a) lack of a sufficient number of trained professionals with an appropriate level of accounting knowledge, training and experience. Management’s general assessment of the above processes in light of the company’s size, maturity and complexity, as to the design and effectiveness of the internal controls over financial reporting is that the key controls and procedures in each of these processes provide reasonable assurance regarding reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.

Changes in Internal Control Over Financial Reporting

No change in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) has occurred during the three months ended ~~February 28,~~August 31, 2022 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting. Management is currently assessing a remediation plan and intends to implement such controls and procedures. Management intends to have ~~effective~~the controls and procedures implemented and ~~in place~~remediated by May 31, 2023.

PART II – OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

We are currently not involved in any litigation that we believe could have a material adverse effect on our financial condition or results of ~~operations, except as set forth below.~~operations. There is no action, suit, proceeding, inquiry or investigation before or by any court, public board, government agency, self-regulatory organization or body pending or, to the knowledge of the executive officers of our company or any of our subsidiaries, threatened against or affecting our company, our common stock, any of our subsidiaries or of our companies or our subsidiaries’ officers or directors in their capacities as such, in which an adverse decision could have a material adverse effect.

ITEM 1A. RISK FACTORS

Our business, financial condition, results of operations, and cash flows may be impacted by a number of factors, many of which are beyond our control, including those set forth in our most recent Annual Report on Form 10-K and in our other filings with the SEC, the occurrence of any one of which could have a material adverse effect on our actual results. There have been no material changes to the Risk Factors previously disclosed in our Annual Report on Form 10-K and our other filings with the SEC.
10
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

~~None.~~There were no unregistered sales of the Company’s equity securities during the quarter ended August 31, 2022, that were not previously reported in a Current Report on Form 8-K except as follows:
A shareholder converted seven (7) shares of Series D Convertible Preferred Stock and 9,935 shares of Series A Convertible Preferred Stock into 43,981,559 shares and 67,963,732 shares of the Company’s common stock, respectively.
The above transactions did not involve any underwriters, underwriting discounts or commissions, or any public offering. The Company relied upon the exemption from the registration requirements of the Securities Act of 1933, as amended (the “Act”) by virtue of Section 4(a)(2) thereof and/or Regulation D promulgated by the SEC under the Act.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4. MINE SAFETY DISCLOSURES

Not Applicable.

ITEM 5. OTHER INFORMATION

None.

ITEM 6. EXHIBITS

Incorporated
by
Exhibit Reference Filed or Furnished
Number Exhibit Description Form Exhibit Filing Date Herewith
10.1 Third Amendment to Revolving Purchase, Loan and Security Agreement. 8-K 10.1 02/03/22
31.1* Rule 13a-14(a) / 15d-14(a) Certification of Chief Executive Officer. X
31.2* Rule 13a-14(a) / 15d-14(a) Certification of Chief Financial Officer. X
32.1** Section 1350 Certification of Chief Executive Officer. X
32.2** Section 1350 Certification of Chief Financial Officer. X
101.INS* Inline XBRL Instance Document
101.SCH* Inline XBRL Taxonomy Extension Schema Document
101.CAL* Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF* Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB* Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE* Inline XBRL Taxonomy Extension Presentation Linkbase Document
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
** In accordance with SEC Release 33-8238, Exhibits 32.1 and 32.2 are being furnished and not filed.
Incorporated
by
Exhibit Reference Filed or Furnished
Number Exhibit Description Form Exhibit Filing Date Herewith
31.1* Rule 13a-14(a) / 15d-14(a) Certification of Chief Executive Officer. X
31.2* Rule 13a-14(a) / 15d-14(a) Certification of Chief Financial Officer. X
32.1** Section 1350 Certification of Chief Executive Officer. X
32.2** Section 1350 Certification of Chief Financial Officer. X
101.INS* Inline XBRL Instance Document
101.SCH* Inline XBRL Taxonomy Extension Schema Document
101.CAL* Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF* Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB* Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE* Inline XBRL Taxonomy Extension Presentation Linkbase Document
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)

119
��
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.

UNIQUE LOGISTICS INTERNATIONAL, INC.

By: /s/ Sunandan Ray
Sunandan Ray
Chief Executive Officer (Principal Executive Officer)
~~Date:~~ ~~April 19, 2022~~
~~UNIQUE LOGISTICS INTERNATIONAL, INC.~~

October 12, 2022
By: /s/ Eli Kay
Eli Kay
Chief Financial Officer (Principal Financial Officer)
~~Date:~~ ~~April 19,~~
October 12, 2022
1210

	Shares		Amount		Shares			Amount			Shares		Amount		Shares		Amount		Shares		Amount		Capital			Earnings			Total
	Series A				Series B						Series C				Series D								Additional
	Preferred Stock				Preferred Stock						Preferred Stock				Preferred Stock				Common Stock				Paid-in			Retained
	Shares		Amount		Shares			Amount			Shares		Amount		Shares		Amount		Shares		Amount		Capital			Earnings			Total
Balance, May 31 2021		130,000	$	130		840,000		$	840			-	$	-		-		-		393,742,663	$	393,743	$	4,906,384		$	1,316,987		$	6,618,084

Conversion of Preferred B to Common Stock		-		-		(19,200	)		(19	)		-		-		-		-		125,692,224		125,692		(125,673	)		-			-

Issuance of Common Stock for the conversion of notes and accrued interest		-		-		-			-			-		-		-		-		83,811,872		83,812		66,746			-			150,558

Net income		-		-		-			-			-		-		-		-		-		-		-			2,023,416			2,023,416

Balance, August 31, 2021		130,000	$	130		820,800		$	821			-	$	-		-	$	-		603,246,759	$	603,247	$	4,847,457		$	3,340,403		$	8,792,058

Issuance of Common Stock for the conversion of notes and accrued interest		-		-		-			-			-		-		-		-		52,534,319		52,534		41,838			-			94,372

Net income		-		-		-			-			-		-		-		-		-		-		-			4,488,225			4,488,225

Balance, November 30, 2021		130,000	$	130		820,800		$	821			-		-		-		-		655,781,078	$	655,782	$	4,889,295		$	7,828,628		$	13,374,656
Conversion of debt to preferred C and D												195		-		192-		-		-		-		-						-
Deemed Dividend																								(4,565,725	)		-			(4,565,725	)
Net loss		-		-		-			-											-							(4,930,586	)		(4,930,586	)
Balance, February 28, 2022		130,000	$	130		820,800		$	821			195	$	-		192	$	-		655,781,078	$	655,782	$	323,570		$	2,898,042		$	3,878,345


	For the Nine Months Ended February 28,2022			For the Nine Months Ended February 28, 2021			For the Three Months Ended August 31, 2022			For the Three Months Ended August 31, 2021
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income	$	1,581,055		$	2,088,044		$	3,321,341		$	2,023,416
Adjustments to reconcile net income to net cash used in operating activities:
Adjustments to reconcile net income to net cash provided by (used in) operating activities:
Depreciation and amortization		585,019			573,443			200,674			193,799
Amortization of debt discount		776,515			606,519			-			385,480
Amortization of right of use assets		1,103,649			1,044,792			314,464			362,201
Share-based compensation		-			91,666
Bad debt expense		850,000			110,000
Gain on forgiveness of note payable		(358,236	)		(1,646,062	)
Loss on extinguishment of convertible notes payable		564,037			1,147,856
Change in deferred tax asset		99,000			(140,000	)
Gain on forgiveness of promissory note								-			(358,236	)
Gain on extinguishment of notes payable								-			(780,050	)
Change in deferred tax asset, net								24,130			(80,000	)
Change in fair value of derivative liabilities		4,275,986			-			(618,948	)		-
Accretion of consulting agreement		(212,004	)		(212,004	)		(70,668	)		(70,668	)
Changes in operating assets and liabilities:
Accounts receivable - trade		(82,890,241	)		(16,850,718	)
Accounts receivable								10,627,221			(49,813,271	)
Contract assets		(12,706,657	)		(11,638,673	)		2,791,145			(25,040,837	)
Factoring reserve		7,593,665			(1,453,563	)		-			7,593,665
Other prepaid expenses and current assets		256,716			63,029
Other prepaid expenses and other current assets								(936,269	)		129,248
Deposits and other assets		(20,000	)		1,042			(563,590	)		160,000
Accounts payable - trade		18,807,393			26,165,558
Accounts payable								(7,365,009	)		6,037,785
Accrued expenses and other current liabilities		2,962,457			(1,159,684	)		(465,344	)		4,475,138
Accrued freight		5,397,339			1,611,915			(6,184,504	)		14,733,514
Contract liabilities		10,403,335			-			(468,209	)		-
Operating lease liability		(1,098,769	)		(981,967	)		(305,270	)		(351,830	)
Net Cash Used in Operating Activities		(42,029,741	)		(578,807	)

Net Cash Provided by (Used In) Operating Activities								301,164			(40,400,646	)
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of property and equipment		(54,474	)		(26,543	)		(68,571	)		(24,199	)
Net Cash Used in Investing Activities		(54,474	)		(26,543	)		(68,571	)		(24,199	)

CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from notes payable		2,000,000			3,816,666			-			1,000,000
Repayments of notes payable		(2,821,664	)		(491,667	)		-			(41,666	)
Repayments of long-term debt due to related parties		(239,924	)		(2,627,420	)		(27,989	)		(32,780	)
Borrowings on revolving credit facility, net		43,888,787			-
Cash paid for debt issuance costs		-			(50,000	)
Net Cash Provided by Financing Activities		42,827,199			647,579
Borrowings (repayments) line of credit, net								(1,356,195	)		39,543,083
Net Cash (Used in) Provided by Financing Activities								(1,384,184	)		40,468,637

Net change in cash and cash equivalents		742,984			42,229			(1,151,591	)		43,792

Cash and cash equivalents - Beginning of Period		252,615			1,349,363
Cash and cash equivalents - End of Period	$	995,598		$	1,349,363
Cash and cash equivalents - Beginning of period								1,422,393			252,615
Cash and cash equivalents - End of period							$	270,802		$	296,407

SUPPLEMENTARY CASH FLOW INFORMATION:
Cash Paid During the Period for:
Cash paid during the period for:
Income taxes	$	2,375,900		$	398,110		$	110,000		$	-
Interest	$	4,072,366		$	49,028		$	1,357,685		$	601,377
SUPPLEMENTARY DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES:
Conversion of Series B Preferred to Common Stock	$	125,673		$	-
Issuance of common stock for the conversion of principal net of accrued interest capitalized to principal to Notes Payable	$	244,931		$	-
Operating asset and liability	$	-		$	223,242
Reduction of debt due to exchange of Convertible Notes for Preferred Stock Series C & D		3,861,162			-
Non-cash forgiveness of due to UL HK resulting in goodwill remeasurement	$	-		$	310,455
Fair value of warrants issued with convertible debt	$	-		$	1,126,497
Beneficial conversion feature of convertible notes	$	-		$	2,540,169
Gain on forgiveness of notes payable (PPP)	$	-		$	1,646,062
Operating lease asset and liability additions							$	328,158		$	223,242
Conversion of Preferred Stock Series A preferred to common							$	67,954		$	-
Conversion of Preferred Stock Series B preferred to common							$	-		$	125,692
Conversion of Preferred Stock Series D preferred to common							$	43,981		$	-
Issuance of Common Stock for the conversion of notes and accrued interest							$	-		$	150,558

	●	Air Freight ~~services~~
	●	Ocean Freight ~~services~~
	●	Customs Brokerage and Compliance ~~services~~
	●	Warehousing and Distribution ~~services~~
	●	Order Management

	●	~~Repayment most of its acquisition related debt.~~
	●	~~Entering into a Fourth Amendment to~~the convertible securities, these provisions resulted in an embedded derivative and the ~~TBK Loan Agreement to increase its credit facility from $47.5.0~~ ~~million to $57.5~~ ~~million until October 2022 (Subsequent Event Note 11)~~
	●	Recapitalizing its balance sheet by entering into an Exchange Agreement on December 10, 2021 to exchange all of its Convertible debt into shares of Convertible Preferred Shares Series C and D (Financial Arrangements Note 5)


	Level 1		Level 2		Level 3
Derivative liabilities as June 1, 2022	$	-	$	-	$	12,437,994
Addition		-		-		-
Change in fair value		-		-		618,948
Derivative liabilities as August 31, 2022	$	-	$	-	$	11,819,046

	August 31, 2022			May 31, 2022
Risk-free interest rate		3.3	%		1.6	%
Probability of financing event or capital raise		90.0	%		53.9	%
Estimated capital raise		-		$	39.0 million
Estimated value of common stock	$	10.0 per share			-
Estimated time to financing event		0.5 years			0.5 years

	1.	Identify the contract(s) with a customer;
	2.	Identify the performance obligations in the contract;
	3.	Determine the transaction price;
	4.	Allocate the transaction price to the performance obligations in the contract; and
	5.	Recognize revenue as or when the performance obligation is satisfied.

	i.	Freight income - export sales

		Freight income from the provision of air, ocean, and land freight forwarding services are recognized over time based on a relative transit time basis thru the sail or departure from origin port. The Company is the principal in these transactions and recognizes revenue on a gross basis.

	ii.	Freight income - import sales

		Freight income from the provision of air, ocean, and land freight forwarding services are recognized over time based on a relative transit time basis thru the delivery to the customer’s designated location. The Company is the principal in these transactions and recognizes revenue on a gross basis.

	iii.	Customs brokerage and other service income

		Customs brokerage and other service income from the provision of other services are recognized at the point in time the performance obligation is met.

	Contract Assets Increase (Decrease)			Contract Liabilities (Increase) Decrease			Contract Assets Increase (Decrease)			Contract Liabilities (Increase) Decrease

Reclassification of the beginning contract liabilities to revenue, as the result of performance obligation satisfied	$	-		$	-		$	-		$	468,209
Cash Received in advance and not recognized as revenue		-			(10,403,335	)		-			-
Reclassification of the beginning contract assets to receivables, as the result of rights to consideration becoming unconditional		(32,052,573	)		-			(24,048,346	)		-
Contract assets recognized, net reclassification to receivables		44,759,230			-
Contract assets recognized								21,257,202			-
Net Change	$	12,706,657		$	(10,403,335	)	$	(2,791,145	)	$	468,209


	For the Three Months Ended February 28, 2022		For the Three Months Ended February 28, 2021		For the three months Ended August 31, 2022		For the three months Ended August 31, 2021
China, Hong Kong & Taiwan	$	82,006,657	$	48,767,302	$	64,058,155	$	78,105,308
Southeast Asia		121,340,162		23,395,258		41,981,433		75,376,620
United States		5,049,985		5,947,013		10,399,422		7,191,202
India Sub-continent		34,943,595		5,645,861		18,796,708		20,648,314
Other		7,095,496		7,206,980		1,273,154		8,450,415
Total revenue	$	250,435,895	$	90,962,414	$	136,508,872	$	189,771,860

	February 28, 2022			February 28, 2021
	For the Three Months Ended
	February 28, 2022			February 28, 2021
Numerator:
Net (loss) income available to common stockholders	$	(9,496,311	)		1,264,998
Effect of dilutive securities:		-			431,163

Diluted net (loss) income	$	(9,496,311	)	$	1,696,161

Denominator:
Weighted average common shares outstanding – basic		655,781,078			357,891,040

Dilutive securities (a):
Series A Preferred		-			1,177,041,100
Series B Preferred		-			5,499,034,800
Convertible notes		-			1,809,848,927
Warrants		-			1,132,733,563
Series C Preferred		-			-
Series D Preferred		-			-

Weighted average common shares outstanding and assumed conversion – diluted		655,781,078			9,976,549,430

Basic net (loss) income per common share	$	(0.01	)	$	0.00

Diluted net (loss) income per common share	$	(0.01	)	$	0.00

	February 28, 2022			February 28, 2021
	For the Nine Months Ended
	February 28, 2022			February 28, 2021
Numerator:
Net income available to common stockholders	$	(2,984,670	)		2,088,044
Effect of dilutive securities:		-			606,519

Diluted net income	$	(2,984,670	)	$	2,694,963

Denominator:
Weighted average common shares outstanding – basic		582,680,746			230,663,175

Dilutive securities (a):
Series A Preferred		-			1,177,041,100
Series B Preferred		-			5,499,034,800
Convertible notes					1,809,848,927
Warrants					1,132,733,563
Series C Preferred		-			-
Series D Preferred		-			-

Weighted average common shares outstanding and assumed conversion – diluted		582,680,746			9,849,321,565

Basic net income per common share	$	(0.01	)	$	0.01

Diluted net income per common share	$	(0.01	)	$	0.00

	August 31, 2022		August 31, 2021
	For the three months Ended
	August 31, 2022		August 31, 2021
Numerator:
Net income available for common shareholders	$	3,321,341		2,023,416
Effect of dilutive securities:		-		385,480

Diluted net income available for common shareholders	$	3,321,341	$	2,408,896

Denominator:
Weighted average common shares outstanding – basic		744,224,695		1,611,146,398

Dilutive securities:
Series A Preferred		1,233,209,295		1,316,157,000
Series B Preferred		5,373,342,576		5,373,342,576
Convertible notes		-		1,806,230,539
Series C Preferred		1,206,351,359		-
Series D Preferred		1,130,954,399		-

Weighted average common shares outstanding and assumed conversion – diluted		9,688,082,324		10,106,876,513

Basic net income available for common shareholders per common share	$	0.00	$	0.00

Diluted net income available for common shareholders per common share	$	0.00	$	0.00

	February 28, 2022			May 31, 2021

Furniture and fixtures	$	97,716		$	84,085
Computer equipment		146,493			108,479
Software		30,609			27,780
Leasehold improvements		27,146			27,146
Property and equipment, gross		301,964			247,490
Less: accumulated depreciation		(110,056	)		(55,398	)
Property and equipment, net	$	191,908		$	192,092

	February 28, 2022			May 31, 2021

Trade names / trademarks	$	806,000		$	806,000
Customer relationships		7,633,000			7,633,000
Non-compete agreements		313,000			313,000
Finite lived intangible assets, gross		8,752,000			8,752,000
Less: Accumulated amortization		(1,237,508	)		(707,147	)
Finite lived intangible assets, net	$	7,514,492		$	8,044,853

Twelve Months Ending February 28,
2022	$	176,787
2023		707,148
2024		602,814
2025		602,814
2026		602,814
Thereafter		4,822,114
Intangible assets, net	$	7,514,492

	February 28, 2022		May 31, 2021

Salaries and related expenses	$	300,000	$	672,455
Sales and marketing expense		2,323,484		539,810
Professional fees		110,000		75,000
Income tax		128,318		256,286
Overdraft liabilities		545,053		790,364
Interest expense		25,000		-
Other current liabilities		1,196,887		50,000
Accrued expenses and other current liabilities	$	4,628,742	$	2,383,915

	August 31, 2022		May 31, 2022

Accrued salaries and related expenses	$	848,374	$	625,000
Accrued sales and marketing expense		890,461		2,383,500
Accrued professional fees		1,695,259		1,350,170
Accrued income tax		1,223,417		559,544
Accrued overdraft liabilities		520,274		681,058
Other accrued expenses and current liabilities		23,030		66,887
Accrued expenses and other current liabilities	$	5,200,815	$	5,666,159

	(1)	Due to Frangipani Trade Services (“FTS”), an entity owned by the Company’s CEO, is due on demand and is non-interest bearing. The principal amount of this Promissory Note bears no interest; provided that any amount due under this Note which is not paid when due shall bear interest at an interest rate equal to six percent (6%6%) per annum. The principal amount is due and payable in six payments of $150,655 the first payment due on November 30, 2021, with each succeeding payment to be made six months after the preceding payment.

	(2)	On May 29, 2020, the Company entered into a $90,000 payable with an employee for the acquisition of UL BOS common stock from a previous owner. The payment terms consist of thirty-six monthly non-interest-bearing payments of $2,500 from the date of closing.

	(3)	On May 29, 2020, the Company entered into a $200,000 payable with an employee for the acquisition of UL BOS common stock from a previous owner. The payment terms consist of thirty-six monthly non-interest-bearing payments of $5,556 from the date of closing.

			Weighted Average
	Warrants		Exercise Price
Outstanding – May 31, 2021		1,140,956,904	$	0.002
Exercisable – May 31, 2021		1,140,956,904	$	0.002
Granted		-	$	-
Outstanding – February 28, 2022		-	$	-
Exercisable – February 28, 2022		-	$	-

	For the Nine Months Ended		For the Nine Months Ended
	February 28, 2022		February 28, 2021
Operating lease	$	1,103,649	$	1,125,081
Interest on lease liabilities		104,242		141,265
Total net lease cost	$	1,207,891	$	1,266,346

	For the Three Months Ended August 31, 2022		For the Three Months Ended August 31, 2021
Operating lease	$	409,354	$	362,201
Interest on operating lease liabilities		59,100		52,384
Total net lease cost	$	468,454	$	414,585

	For the Nine Months Ended February 28, 2022			For the Nine Months Ended February 28, 2021			For the Three Months Ended August 31, 2022			For the Three Months Ended August 31, 2021

Cash paid for amounts included in the measurement of lease liabilities:
Operating leases	$	1,098,769		$	981,967
ROU assets obtained in exchange for lease liabilities:
Operating leases	$	-		$	223,242		$	318,607		$	-
Weighted average remaining lease term (in years):
Operating leases		3.98			4.20			4.13			3.95
Weighted average discount rate:
Operating leases		4.25	%		4.25	%		7.75	%		4.25	%

Twelve Months Ending February 28,
2022	$	1,234,111
Future Minimum Payments for the Twelve Months Ending August 31,
2023		535,217		$	807,902
2024		427,463			628,217
2025		310,223			527,792
2026		211,383			304,759
2027					268,902
Thereafter		373,181			229,216
Total lease payments		3,091,578			2,766,788
Less: imputed interest		(292,794	)		(237,409	)
Total lease obligations	$	2,798,784		$	2,529,379

Deferred Tax Assets	August 31, 2022			May 31, 2022
Allowance for doubtful accounts	$	693,684		$	733,139
Contract liability		217,871			230,263
Lease liability		240,926			659,460
Other		231,812			238,006
Total deferred tax assets		1,384,293			1,860,868
Valuation allowance		-			-
Deferred tax asset, net of valuation allowance	$	1,384,293		$	1,860,868

Deferred Tax Liabilities
Operating lease right-of-use assets	$	(214,734	)	$	(631,173	)
Goodwill and intangibles		(215,215	)		(256,533	)
Fixed assets		(35,726	)		(30,414	)
Net deferred tax asset (liability)	$	918,618		$	942,748

	For the Nine Months Ended February 28, 2022			For the Nine Months Ended February 28, 2021
Federal statutory rate (%)		21	%		21	%
State income taxes, net of federal benefit		9	%		1	%
Change in valuation allowance		(3	)%		(2	)%
Other, net		1	%		(4	)%
Effective income tax rate (%)		28	%		16	%

	For the Three Months Ended August 31, 2022			For the Three Months Ended August 31, 2021
US Federal statutory rate		21.0	%		21.0	%
State income tax, net of federal benefit		4.6	%		7.0	%
FDII deduction		(2.9	)%		-
Change in valuation allowance		-			(2.0	)%
Other permanent differences, net		-			(2.1	)%
Income tax provision		22.7	%		23.9	%

	●	The company provides services to customers engaged in international commerce. Everything that affects international trade has the potential to expand or contract our primary market and adversely impact our operating results.

	●	~~We depend on operators of aircrafts, ships, trucks, ports and airports.~~

	●	~~We derive a significant portion of our total revenues and net revenues from our largest customers.~~

	●	~~Due to our dependence on a limited number of customers, we are subject to a concentration of credit risk.~~

	●	~~Our earnings may be affected by seasonal changes in the transportation industry.~~

	●	~~Our business is affected by ever increasing regulations from a number of sources in the United States and in foreign locations in which we operate.~~

	●	~~As a multinational corporation, we are subject to formal or informal investigations from governmental authorities or others in the countries in which we do business.~~

	●	~~The global economy and capital and credit markets continue to experience uncertainty and volatility.~~

	●	~~Our business is subject to significant seasonal fluctuations driven by market demands and each quarter is affected by seasonal trends.~~

	●	~~Our revenue and direct costs are subject to significant fluctuations depending on supply and demand for freight capacity.~~

	For the Three Months ended August 31, 2022		For the Three Months ended August 31, 2021
Revenues
Air Freight	$	29,934,037	$	52,162,641
Ocean Freight		88,254,730		123,300,758
Contract logistics		768,714		722,664
Customs brokerage and other services		17,551,391		13,585,797
Total revenues	$	136,508,872	$	189,771,860