UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-K

ANNUAL REPORT

For the Fiscal Year ended January 31, 2023.

Commission File Number 1-7062

INNSUITES HOSPITALITY TRUST

(Exact name of registrant as specified in its charter)

Registrant’s telephone number, including area code: (602)944-1500

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

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

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

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

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 [X] ☒ No [  ]☐

Indicate by check mark whether the registrant has submitted electronically and posted on its Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes [  ] ☒ No [X]☐

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [  ]☐

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

Emerging growth company [  ]

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

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

Aggregate market value of Shares of Beneficial Interest held by non-affiliates of the registrant as of July 31, 2019,2022, based upon the closing sales price of the registrant’s Shares of Beneficial Interest on that date, as reported on the NYSE AMERICAN: $5,876,683 $9,531,136.

Number of Shares of Beneficial Interest outstanding as of August 12, 2020: 9,145,008May 1, 2023: 9,178,991

Documents incorporated by reference: None.

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

PART I

Item 1. BUSINESS

INTRODUCTION TO OUR BUSINESS

InnSuites Hospitality Trust (the “Trust”) is headquartered in Phoenix, Arizona and is an unincorporated Ohio real estate investment trust formed on June 21, 1971. The Trust is not taxed as a real estate investment trust for federal taxation purposes but is taxed as a C-corporation. The Trust, with its affiliatesaffiliate RRF Limited Partnership, a Delaware limited partnership (the “Partnership”), and InnSuites® Hotels, Inc., a Nevada corporation (“InnSuites Hotels”), owns interests in two hotels, operates and provides management services, for three hotels, and provides trademark license services.services, for two hotels. At January 31, 2020,2023, and currently, the Trust owns a 75.89%75.98% sole general partner interest in the Partnership, which controls a 51.01% interest in the InnSuites hotel located in Tucson, Arizona, and a direct 20.33%21.50% interest in the InnSuites hotel located in Albuquerque, New Mexico. The Tucson and Albuquerque hotels are sometimes referred to as the “Hotels”. We anticipate selling one or both of the Hotels in the next twenty-four (24)twelve to thirty-six (12-36) months.

InnSuites Hotels Inc.,RRF Limited Partnership, a wholly-owned75.98% majority-owned subsidiary of the Trust, provides management services for the two Trust Hotels and one hotel located in Tempe, Arizona (the “Tempe Hotel”) that is owned by affiliates of James F. Wirth, the Trust’s Chairman and Chief Executive Officer. InnSuites Hotels also provides trademark and licensing services to the Tempe Hotel.Hotels. The Trust has approximately 12052 full-time employees and approximately 2027 part-time employees.

The two Hotels have an aggregate of 270 hotel suites and operate as moderate -servicemoderate-service hotels that apply a value studio and two-room suite operating philosophy formulated in 1980 by Mr. Wirth.James Wirth, President, the Trust’s Chairman, and Chief Executive Officer. The Trust hotels offer services such as free hot breakfast buffets and complimentary afternoon social hours plus amenities, such as microwave ovens, refrigerators, coffee makers, and free high-speed Internet access.

For the fiscal yearFiscal Year 2024 ahead, February 1, 20202023 through January 31, 20212024, the Trust’s operations are focused on recovery from the impact of the corona virus (COVID-19) pandemic, and the severe impact on the travel and hospitality industries which took place after February 1, 2020. The Trust’s primary business objective which is to maximize returns to its shareholders through increases in asset value and long-term total returns to shareholders, including profitable hotel operations and sale of assets, andalong with growth of investments. The Trust seeks to achieve this objective through intensive management and marketing of the InnSuites© hotels, and by selling hotel real estate at market prices well above book values and benefitting from diversified investments.investments, including UniGen Power, Inc. (UniGen). See “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Future Positioning” for a more detailed discussion of the Trust’s strategic objectives.

The Trust has a single class of Shares of Beneficial Interest, without par value, that are traded on the NYSE AMERICAN under the symbol “IHT.” The Partnership has two outstanding classes of limited partnership interests, Class A and Class B, which are identical in all respects. However, eachBoth Class A and Class B Partnership unit isUnits are convertible, at the option of the Class A holder, into one newly-issuednewly issued Share of Beneficial Interest of the Trust and each Class B Partnership unit is convertible, upon approval of the Board of Trustees of the Trust, into one newly-issued Share of Beneficial Interest of the Trust. The Partnership Agreement of the Partnership subjects both general and limited partner units to certain restrictions on transfer.

MANAGEMENT AND LICENSING CONTRACTS

The Trust directly manages the Hotels through the Trust’s wholly-ownedmajority-owned subsidiary, InnSuites Hotels, Inc.RRF Limited Partnership. Under the management agreements, InnSuites HotelsRRF manages the daily operations of the both Trust Hotels and the Tempe Hotel.Hotels. All Trust managed Hotel expenses, revenues and reimbursements among the Trust, InnSuites Hotels and the Partnership have been eliminated in consolidation. The management fees for the Hotels and the Tempe Hotel are 5% of room revenue and a monthly accounting fee of $2,000 per hotel. These agreements have no expiration dates but may be cancelled by either party with 90-days30-days written notice, or potentially sooner in the event the property changes ownership.

The Trust also provides the use of the “InnSuites” trademark to the Hotels and the Tempe Hotelstands ready to offer trademark services through the Trust’s wholly-ownedmajority-owned subsidiary, InnSuites Hotels, Inc.,RRF Limited Partnership, which is included in the management fee. The InnSuites trademark expires in January 2027.

These revenues are included in the management and trademark fees revenues in the consolidated statement of operations of our financial statements.

MEMBERSHIP AGREEMENTS

Each InnSuites HotelsHotel has entered into membership agreements with Best Western International, Inc. (“Best Western”) with respect to each of the two Hotels. In exchange for use of the Best Western name, trademark and reservation system, each Hotel pays marketing and reservation fees to Best Western based on reservations received through the use of the Best Western reservation system, a marketing fee based upon the monthly room revenues, and the number of available suites at the Hotels. The agreements with Best Western are year-to-year. Best Western requires that the Hotels meet certain requirements for room quality, and the two Hotels are subject to removal from the Best Western reservation system if these requirements are not met. During the past year, the two Hotels received significant reservations through the Best Western reservation system. Under these arrangements, fees paid for membership fees and reservations were approximately $171,000$173,000 and $277,000,$160,000, recorded in on the Consolidated Statement of Operations, for fiscal yearsFiscal Years ended January 31, 20202023, and 2019,2022, respectively.

COMPETITION IN THE HOTEL INDUSTRY

The hotel industry is highly competitive. We expectBoth the major challenge forTucson and Albuquerque hotels experienced record high GOP Profits in the fiscal year ending January 31, 2021 (“fiscal year 2021”)most recent 12 months, substantially higher than both Covid and Pre-Covid GOP Profits. This gross operating profit is growing even more due to be the economic recovery from the Coronavirus (COVID-19) pandemic during the spring of 2020.stringent cost control measures. The drastic impact of COVID-19 to the world economy and hospitality industry has resulted in severely reduced occupancy and significant reduction in room rates.rates, both of which have now fully recovered. Continued competition for reduced demand in corporate, leisure, group, and government business in the markets in which we operate, willmay affect our ability to maintain room rates and maintain market share. Each of the Hotels and the Tempe Hotel faces competition primarily from other mid-market hotels located in its immediate vicinity, but also competes with hotel properties located in other geographic markets, and increasingly from alternative lodging facilities, such as Airbnb. While none of the Hotels’ competitors dominate any of their geographic markets, some of those competitors may have greater marketing and financial resources than the Trust.

Certain additional hotel property refurbishments have recently been completed by competitors in both of the Hotels’ markets, and additional hotel property developments may be built in the future. Such hotel developments could have an adverse effect on the revenue of our Hotels in their respective markets.

The Trust’s hotel investments are located in Arizona and New Mexico. With the completed renovations meeting Best Western standards at our Tucson, Arizona and Albuquerque, New Mexico hotel properties, those hotels have seen additionalare expected to see incremental demand during the fiscal year ended January 31, 2020,next 24 months, as supply had been steady in those respective markets.markets, and demand is expected to increase as the economy and travel industry grow. Either an increase in supply, or a decline in demand could result in increased competition, which could have an adverse effect on occupancy, room rates and revenues of our Hotels in their respective markets. The hotels have experienced a decrease in demand due to impact of the COVID-19 virus and the related restrictions and reduction of travel after February 1, 2020.2020 through March 31, 2021, with increased demand thereafter.

The Trust may not invest further in hotels, but rather diversify into investments includingsuch as the $1 million investment made by the Trust in December 2019 in the innovative UPIUniGen Power, Inc. (UniGen), efficient clean energy power generation company. This investment is expected to expand over the next 36 months, as the Trust exercises warrants and convertible bonds into UniGen equity. The Trust may continue to seek further diversification through a reverse merger with a larger non-public entity.

REGULATION

The Trust is subject to numerous federal, state, and local government laws and regulations affecting the hospitality industry, including usage, building and zoning requirements and the laws and regulations related to the preparation and sale of food and beverage such as health and liquor license laws. A violation of any of those laws and regulations or increased government regulation could require the Trust to make unplanned expenditures which may result in higher operating costs. Compliance with these laws is time intensive and costly and may reduce the Trust’s revenues and operating income.

Under the Americans with Disabilities Act of 1990 (the “ADA”), all public accommodations are required to meet certain readily achievable federal requirements related to access and use by disabled persons. In addition to ADA work completed to date, the Trust may be required to remove additional access barriers or make unplanned, substantial modifications to its Hotels to further comply with the ADA or to comply with other changes in governmental rules and regulations, or become subject to claims, fines, and damage awards, any of which could reduce the number of total available rooms, increase operating costs, andand/or have a negative impact on the Trust’s results of operations.

Our hotel properties are subject to various federal, state, and local environmental laws that impose liability for contamination. Under these laws, governmental entities have the authority to require us, as the current or former owner of the property, to perform or pay for the clean-up of contamination (including swimming pool chemicals or hazardous substances or biological waste) at or emanatingarising from the property and to pay for natural resource damage arising from contamination. These laws often impose liability without regard to whether the owner or operator knew of or caused the contamination. Such liability can be joint and several, so that each covered person can be responsible for all of the costs involved, even if more than one person may have been responsible for the contamination. We can also be liable to private parties for costs of remediation, personal injury, death and/or property damage resulting from contamination at or emanatingoriginating from our hotel properties. Moreover, environmental contamination can affect the value of a property and, therefore, an owner’s ability to borrow funds using the property as collateral or to sell the property on favorable terms or at all. Furthermore, persons who sent waste to a waste disposal facility, such as a landfill or an incinerator, may be liable for costs associated with cleanup of that facility.

The Trust is also subject to laws governing our relationship with employees, including minimum wage requirements, overtime, working conditions and work permit requirements. There are frequent proposals under consideration, at the federal and state levels, to increase the minimum wage. The current labor market is tight, with employees increasingly difficult to recruit and retain. Additional increases to the state or federal minimum wage rate, and employee benefit costs including health care or other costs associated with employees could increase expenses and result in lower operating margins. This has been experienced somewhat due to the fact that industry labor is currently limited and increasingly expensive.

The Trust collects and maintains information relating to its guests for various business purposes, including maintaining guest preferences to enhance the Trust’s customer service and for marketing and promotional purposes. The collection and use of personal data are governed by privacy laws and regulations. Compliance with applicable privacy regulations may further increase the Trust’s operating costs and/or adversely impact its ability to service its guests and market its products, properties, and services to its guests. In addition, non-compliance with applicable privacy regulations by the Trust (or in some circumstances non-compliance by third parties engaged by the Trust) could result in fines or restrictions on its use or transfer of data.

SEASONALITY OF THE HOTEL BUSINESS

The Hotels’ operations historically have been somewhat seasonal. The Tucson, Arizona Hotel typically experiences its highest occupancy in the first fiscalFiscal quarter and, to a lesser extent, the fourth fiscalFiscal quarter (the winter high season). The second fiscalFiscal quarter (summer), tends to be the lowest occupancy period at the Tucson Hotel. This seasonality pattern can be expected to cause fluctuations in the Trust’s quarterly revenues. The hotel located in Albuquerque, New Mexico historically experienceexperiences their most profitable periods during the second and third fiscalFiscal quarters (the summer high season), providing balance to the general seasonality of the Trust’s hotel business.

The seasonal nature of the Trust’s business increases its vulnerability to risks such as labor force shortages and cash flow issues. Further, if an adverse event such as an actual or threatened terrorist attack, viral outbreak or pandemic, international conflict, data breach, regional economic downturn or poor weather conditions should occur during the first or fourth fiscal quarters,high season, the adverse impact to the Trust’s revenues could likely be greater as a result of its seasonal business.

OTHER AVAILABLE INFORMATION

We also make available, free of charge, on our Internet website at www.innsuitestrust.com, our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and amendments to reports filed or furnished pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended, as soon as reasonably practicable after we file such material with, or furnish it to, the Securities and Exchange Commission (the “SEC”). Information on our Internet website shall not be deemed incorporated into, or be part of, this report.

Item 1A. RISK FACTORS

Not required for smaller reporting companies.

Item 1B. UNRESOLVED STAFF COMMENTS

Not required for smaller reporting companies.

Item 2. PROPERTIES

The Trust maintains its administrative offices at the InnSuites Hotels Centre, at 1730 E. Northern Avenue, Suite 122, Phoenix, Arizona 85020 in a space leased by the Trust from a third party. The two Hotels are operated as InnSuites Hotels and Suites, and both Hotels are in addition also marketed as Best Western® Hotels. The Hotels operate in the following locations:

In the fiscal yearFiscal Years ended January 31, 2019, and January 31, 2020, we remodeled 100% of each property’s available suites and public areas. The Albuquerque Hotel added six additional suites during the fiscal quarter ending April 30, 2018 by splitting several two-room suites into individual suites. The Trust owns a direct 20.33%21.05% interest in the InnSuites Hotel and Suites Albuquerque Airport Albuquerque Best Western Hotel. The Partnership owns a 51.01% interest in the InnSuites Hotel and Suites Tucson Oracle Best Western Hotel. The Trust owns a 75.89%75.98% general partner interest in the Partnership.

See “Item 7 – Management’s Discussion and Analysis of Financial Condition and Results of Operations – General” below for a discussion of occupancy rates at the Hotels.

See Note 1011 to the Trust’s Consolidated Financial Statements – “Mortgage Notes Payable” below for a discussion of mortgages encumbering the Hotels.

See Note 2016 to the Trust’s Consolidated Financial Statements – “Commitments and Contingencies”“Leases” for a discussion of the lease for our corporate headquarters and the non-cancellable ground lease to which our Albuquerque Hotel is subject.

Item 3. LEGAL PROCEEDINGS

The Trust is not a party to, nor are any of its properties subject to, any material litigation or environmental regulatory proceedings. See Note 20 to Trust’s Consolidated Financial Statements – “Commitments and Contingencies”.

Item 4. MINE SAFETY DISCLOSURES

Not Applicable.

PART II

Item 5. MARKET FOR THE REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

The Trust’s Shares of Beneficial Interest are traded on the NYSE American under the symbol “IHT.” On June 4, 2019,January 31, 2023, the Trust had 9,360,292approximately 9,160,991 shares outstanding. As of June 4, 2019,May 1, 2023, there were 339approximately 329 holders of record of our Shares of Beneficial Interest, not including holders who hold their asset positions with banks and brokers.

The following table sets forth, for the periods indicated, the high and low sales prices of the Trust’s Shares of Beneficial Interest, as reported on the NYSE American, as well as dividends declared thereon:

The Trust has declared uninterrupted annual dividends for 53 years, since 1971, when the Trust was founded and first listed on the NYSE. The Trust intends to maintain athe current conservative dividend policy to facilitate the reduction of debt, andpolicy. The Trust currently is, and has, been paying two semiannual dividends each Fiscal Year totaling $0.02 per share per fiscal year.Fiscal Year. In the fiscal yearsFiscal Years ended January 31, 20192023 and 2020,2022, the Trust paid dividends of $0.01 per share per share in each of the second and the fourth quarters. The Trust has paid uninterrupted annual dividends each fiscal yearFiscal Year since its inception in 1971. The Trust has approvedcurrently intends to pay the scheduled semiannual $0.01 dividend payable on July 31, 2020.2023 at NYSE American.

On January 2, 2001, the Board of Trustees approved a share repurchase program under Rule 10b-18 of the Securities Exchange Act of 1934, as amended, for the purchase of up to 250,000 Partnership units and/or Shares of Beneficial Interest in open market or privately negotiated transactions. On September 10, 2002, August 18, 2005 and September 10, 2007, the Board of Trustees approved the purchase of up to 350,000 additional Partnership units and/or Shares of Beneficial Interest in open market or privately negotiated transactions. Additionally, on January 5, 2009, September 15, 2009 and January 31, 2010, the Board of Trustees approved the purchase of up to 300,000, 250,000 and 350,000, respectively, additional Partnership units and/or Shares of Beneficial Interest in open market or privately negotiated transactions. Acquired Shares of Beneficial Interest will be held in treasury and will be available for future acquisitions and financings and/or for awards granted under the Trusts’ equity compensation plans/programs. During the fiscal year ended January 31, 2020, the Trust acquired 71,543 Shares of Beneficial Interest in open market transactions at an average price of $1.71 per share. The average price paid includes brokerage commissions. The Trust intends to continue repurchasing Shares of Beneficial Interest in compliance with applicable legal and NYSE AMERICAN requirements. The Trust remains authorized to repurchase an additional 372,965 Partnership units and/or Shares of Beneficial Interest pursuant to the publicly announced share repurchase program, which has no expiration date.

See Part III, Item 12 for information about our equity compensation plans.

See Note 2 to our Consolidated Financial Statements – “Summary of Significant Accounting Policies” for information related to grants of restricted shares made to members of our Board of Trustees during fiscal year 2020.Fiscal Year 2022. These grants were made in reliance upon the exemption from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”), pursuant to Section 4(a)(2).

ForNo stock option grants during fiscal 2020, see Note 24 to our Consolidated Financial Statements - “Stock Options.”

For the issuance of Shares of Beneficial Interest by the Trust to Rare Earth Financial, LLC, see Note 17 to our Consolidated Financial Statements – “Other Related Party Transactions.” These issuances were made in reliance upon the exemption from the registration requirements of the Securities Act pursuant to Section 4(a)(2).Fiscal 2022 or 2023.

Item 6. SELECTED FINANCIAL DATA

Not required for smaller reporting companies.

Item 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Item 7AGENERAL

GENERAL

The following discussion should be read in conjunction with our consolidated financial statements and notes thereto appearing elsewhere in this Form 10-K.

We are engaged in the ownership and operation of hotel properties. At January 31, 2020,2023, the Trust had two moderate -servicemoderate-service hotels, one in Tucson, Arizona and one in Albuquerque, New Mexico with 270 hotel suites, and managed a third hotel in Tempe, Arizona.suites. Both of our Trust Hotels are branded through membership agreements with Best Western, and both are also trademarked as InnSuites Hotels.Hotels and Suites. We are also involved in various operations incidental to the operation of hotels, such as the operation of a limited service restaurantsrestaurant, and bars, andbar, as well as meeting/banquet room rentals.

At January 31, 2020, we owned, through our2023, and currently, the Trust owns a 75.98% sole general partner’spartner interest in the Partnership, a direct 20.33% interest in the Albuquerque, New Mexico Hotel, and, together with the Partnership, ownedwhich controls a 51.01% interest in the InnSuites hotel located in Tucson, Arizona. Hotel.Arizona, and a direct 21.50% interest in the InnSuites hotel located in Albuquerque, New Mexico.

Our operations consist of one reportable segment – Hotel Operations & Hotel Management Services. Hotel Operations derives its revenue from the operation of the Trust’s two hotel properties with an aggregate of 270 suites in Arizona and New Mexico. Hotel management services, provides management services for the Trust’s two Hotels and a non-owned hotel in Tempe, Arizona.Hotels. As part of our management services, we also provide trademark and licensing services.

The Chief Operating Decision Maker (“CODM”), Mr. Wirth, CEO of the Trust, has determined that the Trust operations are comprised of one reportable segment, Hotel Ownership Operations & Management Services (continuing operations) segment that has ownership interest in two hotel properties with an aggregate of 270 suites in Arizona and New Mexico.

The Trust has its hotel investments in the southwest region of the United States. The CODM does not review assets by geographical region; therefore, no income statement or balance sheet information by geographical region is provided.

Our results are significantly affected by the overall economy and travel, occupancy and room rates at the Hotels, our ability to manage costs, changes in room rates, and changes in the number of available suites caused by the Trust’s disposition activities. Results are also significantly impacted by overall economic conditions and conditions in the travel industry. Unfavorable changes in these factors, such as the virus-related travel slowdown in the fiscal yearFiscal Year starting February 1, 2020, can and have negatively impacted hotel room demand and pricing, which reduces our profit margins. Additionally, our ability to manage costs could be adversely impacted by significant increases in operating expenses, resulting in lower operating margins, and higher hourly labor costs. Either a further increase in area hotel supply, hourly labor cost, or a further decline in demand could result in increased competition, which could have an adverse effect on the rates, revenue, costs, and revenueprofits of the Hotels in their respective markets.

Over time, we expect our UniGen diversification efficient clean energy generation investment to grow and provide a substantial source of income in the foreseeable future.

We expect the current Fiscal Year 2024 to be continued recovery of the travel industry, continued recovery of our Hotel’s occupancy levels, continued recovery of room rates, as well as continuation of current cost control all leading to improved profitability of our hotels. We believe that we have positioned the Hotels to remain competitive through our now fully completed Tucson and Albuquerque hotel refurbishments, by offering fully refurbished studios and two-room suites at each location, and by maintaining complementary guest items, including complimentary breakfast and free Internet access.

Our strategic plan is to continue to obtain the full benefit of our real estate equity, by ultimately obtaining full market value for our two Hotels at market value which is believed by management to be substantially higher than lower book values, over the next 24-36 months. In addition, the Trust is seeking a larger private reverse merger partner that may benefit from a merger that would afford that partner access to our listing on the NYSE AMERICAN.

In the process of reviewing merger opportunities, the Trust identified in December 2019, and invested $1 million in UniGen Power, Inc. (“UniGen”), an innovative efficient clean energy power generation company. The Trust has invested $1 million in debentures convertible into 1 million shares of UniGen Power Inc., and in addition has acquired warrants to purchase approximately an additional 2 million UniGen shares over the next approximately three years, which could result up to 25% ownership in UniGen. For more information on our strategic plan, including information on our progress in disposing of our hotel properties and expanding energy diversification, see “Future Positioning” in this Management Discussion and Analysis of Financial Condition and Results of Operations

We experienced strongweak economic conditions during fiscal year 2020.Fiscal Year 2022, ended January 31, 2022, primarily a result of the Covid-19 virus pandemic. We anticipate that aexperienced recovery from weak travel and hospitality industry for mostmuch of the fiscal yearcurrent Fiscal Year 2023, ending January 31, 20212023 due to the COVID-19 related decline inrecovery of domestic travel. We expect the major challenge for fiscal year 2021Fiscal Year 2024 to be the economy, continued recovery of the travel industry, and our Hotel’srebound of occupancy levels, followed bycontinued increases in room rates.rates, and cost control. We believe that we have positioned the Hotels to remain competitive through our now completed refurbishment(s), by offering a relatively large number of fully refurbished two-room suites at each location, and by maintaining robust complementary guest items, including complimentary breakfast and free Internet access.

Our strategic plan is to continue to obtain the full benefit offrom hotel operations, and from our real estate equity, by marketing the remaining two Hotels over the next 2412-36 months. In addition, the Trust is seeking a larger private reverse merger partner that may benefit from a merger that would afford that partner access to our listing on the NYSE AMERICAN. In the process of reviewing merger opportunities, in the fiscal year ended January 31, 2020, the Trust identified and invested $1 million in UnigenUniGen Power, Inc. (“Unigen”UniGen”), or “UPI), aan innovative efficient clean energy power generation companycompany. The Trust has invested $1 million debentures convertible into 1 million shares of UniGen Power Inc., has purchased approximately 495,000 UniGen shares, and in addition has acquired warrants to purchase approximately an additional 2 million UniGen shares over the next three years, which could result up to 25% ownership in UniGen. For more information on our strategic plan, including information on our progress in disposing of our hotel properties and expanding energy diversification, see “Future Positioning” in this Management Discussion and Analysis of Financial Condition and Results of Operations.

Our expenses consist primarily of property taxes, insurance, corporate overhead, interest on mortgage debt, professional fees, non-cash depreciation of the Hotels and hotel operating expenses. Hotel operating expenses consist primarily of payroll, guest and maintenance supplies, marketing, and utilities expenses. Under the terms of its Partnership Agreement, the Partnership is required to reimburse us for all such expenses. Accordingly, managementManagement believes that a review of the historical performance of the operations of the Hotels, particularly with respect to occupancy, which is calculated as rooms sold divided by total rooms available, average daily rate (“ADR”), calculated as total room revenue divided by number of rooms sold, and revenue per available room (“REVPAR”), calculated as total room revenue divided by number of rooms available, is appropriate for understanding revenue from the Hotels. In fiscal year 2020,Fiscal Year 2023, as compared with fiscal 2019,Fiscal 2022, occupancy decreased 0.20%approximately 2.17% to 80.45%73.96% from 80.65%75.60% in the prior fiscal year.Fiscal Year. ADR increased by $4.20,$12.32, or 5.46%14.78%, to $81.18$95.66 in fiscal year 2020Fiscal Year 2023 from $76.98$83.34 in fiscal year 2019.Fiscal Year 2022. The flat/slightly decreased occupancy and increased ADR resulted in an increase in REVPAR of $2.94,$7.75, or 4.71%12.30%, to $65.31$70.75 in fiscal year 2020Fiscal Year 2023 from $62.37$63.00 in fiscal year 2019.Fiscal Year 2022. The increasedincrease in ADR and REVPAR reflect anthe Covid-19 travel lockdown easing and resulting improved product and improved economy.

For the fiscal yearFiscal Year 2023, ending January 31, 2023, we experienced a substantial recovery. For Fiscal 2024, (February 1, 2023 to January 31, 2024), we expect continued modest increase in occupancy, substantial further increases in rates, and continued increased record profits and revenues compared to both prior levels.

For the 2022 Fiscal Year (February 1, 2021 we anticipateto January 31, 2022), which was adversely affected by the Covid pandemic, InnSuites and the entire hotel industry in general experienced strong declines and reduced occupancy and to a lesser extent lower rates (ADR),travel, resulting in reduced REVPAR all due tomuch lower revenues and profits. For the COVID-19 virus-related travel/hospitality slowdown. We expect some offsetting benefit from the expected forgiveness2023 Fiscal Year ended January 31, 2023, InnSuites experienced substantial recovery of debt related to the Small Business Administration (SBA) Payroll Protection Program (PPP) loans.post Covid revenues and profits. Fiscal Year 2023, ended January 31, 2023 continued this upward trend achieving record profits.

The following table shows certain historical financial and other information for the periods indicated:

No assurance can be given that occupancy, ADR andand/or REVPAR will or will not increase or decrease as a result of changes in national or local economic or hospitality industry conditions.

We enter into transactions with certain related parties from time to time. For information relating to such related party transactions see the following:

Results of operations of the Trust for the fiscal yearFiscal Year ended January 31, 20202023 compared to the fiscal yearFiscal Year ended January 31, 2019.2022.

Overview

A summary of total Trust operating results for the fiscal yearsFiscal Years ended January 31, 20202023 and 20192022 is as follows:

As a result of the sale of IBC (see Note 25), the Chief Operating Decision Maker (“CODM”), Mr. Wirth, CEO of the Trust, has determined that the Trust operations are comprised of one reportable segment, Hotel Operations & Corporate Overhead (continuing operations) segment that has ownership interest in two hotel properties with an aggregate of 270 suites in Arizona and New Mexico. The Trust has a concentration of assets in the southwest United States and the southern Arizona market. Prior to the sale of IBC, the Trust had previously determined that its operations were comprised of two reportable segments, a Hotel Operations & Corporate Overhead segment, and the IBC Hospitality segment serving 2,000 unrelated hotel properties. In connection with the sale of IBC, the historical financial information presented in this Form 10-K reflects this change with IBC being reported as discontinued operation.

REVENUE

The Trust has its hotel investments in the southwest region of the United States. The CODM does not review assets by geographical region; therefore, no income statement or balance sheet information by geographical region is provided.

REVENUE – CONTINUING OPERATIONS:

For the twelve months ended January 31, 2020,2023, we had total revenue of approximately $6,568,000$7,146,000 compared to approximately $6,169,000$6,410,000 for the twelve months ended January 31, 2019, a2022, an increase of approximately $399,000,$736,000, or 6.5%53%. In the prior fiscal years ended January 31, 2019 and 2018, we made significant improvements to our Tucson, Arizona property which allowed us to increase rates with increased occupancy. For comparability purposes, the current fiscal year revenues do not include our Yuma, Arizona properties which was sold on October 24, 2018, and our IBC Technology Division which was sold in August of 2018.

We realized a 7.1%12% increase in room revenues during fiscal year 2020Fiscal Year 2023 as room revenues were approximately $6,278,000$6,974,000 for the fiscal yearFiscal Year ending January 31, 20202023 as compared to approximately $5,862,000$6,208,000 for the fiscal yearFiscal Year ending January 31, 2019. With changes in our food and beverage offerings,2022. While room revenue increased, our food and beverage revenue increased by 36.0% toremained flat for Fiscal Year 2023 at approximately $68,000 for fiscal year 2020 as compared to approximately $50,000$53,000 during fiscal year 2019, an increase of approximately $18,000. -Fiscal Years 2023 and 2022. We also realized an approximate 1.2%82% decrease in management and trademark fee revenues during fiscal year 2020Fiscal Year 2022 to approximately $170,000$21,000 as compared to approximately $172,000$115,000 during fiscal year 2019.Fiscal Year 2021. Management and trademark fee revenues decreased during fiscal year 2020Fiscal Year 2021 as a result of the loss of management fees due to the sale of the YumaTempe hotel offsetin December, 2020. The Tempe hotel was owned outside of the Trust, and only an affiliate. It was not part of the Trust consolidation. Management fees associated with the management of the Tempe Hotel were revenues received by higher fees from the remaining hotels.Trust, prior to its sale. Management fees remained unchanged year on year at 5%. During fiscal year 2021, we expect management and trademark fee revenues to be lower when compared to fiscal year 2020 management and trademark fee revenues, on reduced revenues. We realized an approximate 40% decrease in other revenues from the hotel properties during fiscal year 2020 to approximately $51,000 as compared to approximately $85,000 during fiscal year 2019.

EXPENSES – CONTINUING OPERATIONS:

Total expenses before interest expense, employee retention credit, sales and occupancy taxes and income tax provision waswere approximately $8,421,000$7,443,000 for the twelve months ended January 31, 20202023 reflecting an increase of approximately $947,000$730,000 compared to total expenses before interest expense, employee retention credit, sales and occupancy taxes and income tax provision of approximately $7,474,000$6,713,000 for the twelve months ended January 31, 2019.2022. The increase was primarily due to an increase in operatingroom expenses for the $825,000 impairment of the IBC/Obasa Note Receivable and the effects of the adoption of ASC-842 lease accounting pronouncement in 2019.general and admirative expenses. Specific expense comparisons to the prior fiscal yearFiscal Year are detailed in the following categories.

Room expenses consisting of salaries and related employment taxes for property management, front office, housekeeping personnel, reservation fees and room supplies were approximately $2,033,000$2,222,000 for the fiscal yearFiscal Year ended January 31, 20202023 compared to approximately $1,941,000$2,011,000 in the prior year period for an increase of approximately $92,000,$211,000, or 4.7% increase.11%. Room expenses increased as occupancy at the hotels increased, and additionalincreased expenses were incurred with the increased occupancy

Food and beverage expenses included food and beverage costs, personnel and miscellaneous costs to provide banquet events. For the fiscal year ended January 31, 2020, food and beverage expenses increased approximately $37,000, or 51.4%, to approximately $109,000 for the fiscal year ended January 31, 2020, compared to approximately $72,000 for the fiscal year ended January 31, 2018. This increase is consistent with the 36% increase in food and beverage revenue and additional costs associated with our improved food and beverage offerings.

Telecommunications expense, consisting of telephone and Internet costs, were classified as general and administrative expense for the fiscal year ended January 31, 2020, as compared to the prior fiscal year ended January 31, 2019 which were approximately $3,000.occupancy.

General and administrative expenses include overhead charges for management, accounting, shareholder, and legal services. General and administrative expenses of approximately $2,998,000$2,227,000 for the twelve months ended January 31, 2020, increasing2023, increased approximately $664,000$395,000 from approximately $2,334,000$1,832,000 for the twelve months ended January 31, 20192022 primarily due to the impairmentincreases in minimum wage laws affecting a majority of the Obasa/IBC Note Receivable of $825,000, offset by cost reductions in staffing at the corporate headquarters.our employees, creating higher personnel costs along with increased employment taxes, accordingly.

Sales and marketing expense decreasedincreased approximately $11,000,$52,000, or 18.9%13%, to approximately $570,000$451,000 for the twelve months ended January 31, 20202023 from approximately $581,000$399,000 for the twelve months ended January 31, 2019.2022. Filled positions for sales and marketing resources accounted for the increase.

Repairs and maintenance expense decreasedincreased by approximately $92,000,$20,000, or 18.6%5%, fromto approximately $495,000 reported$413,000 for the twelve months ended January 31, 2019 compared to2023 from approximately $403,000$392,000 for the twelve months ended January 31, 2020.2022. Having completed the property improvements at our Tucson, Arizona property during the fiscal year ended January 31, 2019, our repair and maintenance expense in the current year was significantly lower.hotel Management believesanticipates the improvements which complies with the increasing Best Western standards, has ledwill (after the adverse effects of travel restrictions and slowdown), lead to improvedimprovement in guest satisfaction and drivenwill drive additional revenue growth through increased occupancy and increased rates in the year ahead.

Hospitality expense increased by approximately $27,000,$135,000, or 5.6%58%, from $483,000to approximately $368,000 for the twelve months ended January 31, 2019 to2023 from approximately $510,000$233,000 for the twelve months ended January 31, 2020.2022. The increase was primarily due to the additional product mix provided duringincreased occupancy and increased breakfast offerings at the Hotels’ complimentary breakfast and happy hour required by Best Western.hotel properties due to previous pandemic restrictions no longer in effect.

Utility expenses increased by $21,000,approximately $45,000, or 5.8%12%, to approximately $383,000 000 for the twelve months ended January 31, 2020 from approximately $362,000 for the twelve months ended January 31, 2019. Utility increases were consistent with, and in support of, our higher revenues.

Hotel property depreciation expenses increased by approximately $57,000, or 6.7%, from approximately $845,000$428,000 reported for the twelve months ended January 31, 2019 compared to2023 from approximately $902,000$383,000 for the twelve months ended January 31, 2020. Increased depreciation resulted from the additional capital expenditures associated with the Tucson hotel improvements and, to a lesser extent, improvements at the Albuquerque hotel, made during the fiscal year ended January 31, 2019.

REVENUE – DISCONTINUING OPERATIONS2022.

Hotel Operations & Corporate Overhead Segment

On October 24, 2018, the Trust sold its Yuma, Arizona hotelproperty depreciation expenses decreased by approximately $23,000 to an unrelated third party for approximately $16.05 million, which the Trust received in cash. Total gain on sale was approximately $9.6 million. For the fiscal year ended January 31, 2019, the Yuma, Arizona hotel had approximately $3,294,000 of revenue consisting of approximately $3.2 million of room and other revenues and approximately $28,000 of food and beverage revenues. For the fiscal year ended January 31, 2018, the Yuma, Arizona hotel had approximately $4,125,000 of revenue, consisting of approximately $4.1 million in room and other revenues and approximately $42,000 of food and beverage revenues Since the Yuma hotel was sold in the fiscal year ended January 31, 2019, no revenue exists for the current fiscal year .

IBC Technology Segment

Our IBC Technologies Division was sold effective July 31, 2018, to an unrelated party for approximately $3.0 million, for which the Trust received $250,000 in cash, carried the balance of $2,750,000 in the form of a secured note. For the fiscal year ended January 31, 2019 we had total IBC revenue of approximately $223,000. There is no revenue for the current fiscal year.

Hotel Operations & Corporate Overhead Segment

For the twelve months ended January 31, 2019, IBC had approximately $2,808,000 of total expenses. There are no expenses for IBC in the current fiscal year ended January 31, 2020

For the fiscal year ended January 31, 2019, our Yuma, Arizona hotel was owned and operated by the Trust for approximately 9 months and incurred normal routine operating expenses including approximately $1,262,000 of room expenses, approximately $36,000 food and beverage expenses, approximately $365,000 general and administrative expenses, approximately $177,000 of sales and marketing expenses, approximately $185,000 of repairs and maintenance expenses, approximately $168,000 of hospitality expenses, approximately $161,000 utilities, approximately $344,000 of depreciation, approximately $88,000 of property insurance and tax expenses. There are no expenses for the Yuma, Arizona hotel for the fiscal year ended January 31, 2020.

IBC Technology Segment

Total expenses of approximately $892,000$702,000 for the twelve months ended January 31, 2019 were2023 from approximately $725,000 for the twelve months ended January 31, 2018. Our IBC Technologies Division2022. Decreased depreciation resulted from the capital expenditures being fully depreciated, and thus less expense was sold in August 2018.incurred and recorded.

ForReal estate and personal property taxes, Insurance and Ground Rent expenses decreased approximately $72,000, or 14%, to approximately $429,000 for the fiscal yeartwelve months ended January 31, 2019,2023 from approximately $501,000 for the twelve months ended January 31, 2022.

Sales and occupancy tax expenses increased approximately $798,000, or 100%, to $0 for the twelve months ended January 31, 2023 from approximately ($798,000) for the twelve months ended January 31, 2022. The 2022 activity represents a reversal of liability arising from an occupancy tax discrepancy generated from our IBC Development Segment was ownedTucson Oracle and operatedAlbuquerque hotels from prior periods, as the liabilities had been assumed by a related party. These additional amounts were due for Hotel sales and occupancy expenses and are not expected to be recurring, since the Trust collects and remits all necessary occupancy taxes to the state monthly. No additional assessments have transpired since September 2020. Management has assessed the materiality of the discrepancy on prior reported periods and has concluded it is qualitatively immaterial to the readers of our Consolidated Financial Statements.

Employment Tax Refunds and Credits, for the two previously filed calendar years 2020, and 2021, respectively, resulted in the Employment Retention Tax Credit. As a result, the Trust conservatively placed an amount equal to approximately 712% of this total as a Tax Credit Receivable and Tax Refund on the Balance Sheet and Income statement, respectively, for the Fiscal Years ended January 31, 2023 and 2022, respectively. The Trust has further conservatively recognized an additional 12% each Fiscal Quarter, approximately, of the total anticipated Tax Credit receivable for the Quarter ended January 31, 2023. This recognition began in Fiscal Year 2022. The amount recognized increased from approximately $350,000 for the twelve months and incurred normal routine operating expenses includingended January 31, 2022 to approximately $402,000$1,400,000 for the twelve months ended January 31, 2023. This increase was a result of general and administrative expenses,recognizing equal amounts quarterly of approximately $292,000$350,000 throughout Fiscal Year 2023, as opposed to only one Quarter of sales and marketing expenses, approximately $143,000 of reservation acquisition costs, and approximately $50,000 of depreciation expenserecognition in Fiscal Year 2022.

LIQUIDITY AND CAPITAL RESOURCES

Overview – Hotel Operations & Corporate OverheadHotel Management Services

OurTwo principal sourcesources of cash to meet our cash requirements, includinginclude monthly management fees from our two hotels and distributions to our shareholders, isinvestors of our share of the Partnership’s cash flow of the Tucson hotel, and quarterly distributions from the Albuquerque, New Mexico property andproperties. Potential future real estate hotel sales is another future source of our hotel properties.cash. The Partnership’s principal source of revenue is hotel operations and distributions for the one hotel property it owns in Tucson, Arizona. Our liquidity, including our ability to make distributions to our shareholders, will depend upon our ability, and the Partnership’s ability, to generate sufficient cash flow from hotel operations, from management fees, and from the potential sale and/or refinance of the hotel, and to service our debt.debt and the source of repayment of intercompany loan from Tucson and Albuquerque.

Hotel operations arewere significantly affected by occupancy and room rates at the Hotels. DueHotels in the Fiscal Year 2022. We anticipate occupancy will continue to the impact of the COVID-19 virus on the travel and hospitality industries,climb modestly in Fiscal 2023, while room rates continue to climb aggressively in Fiscal 2023, and the economyrelated economic and travel rebound which started in general, we are anticipating significantly lower occupancy and ADR during this coming year and capitalFiscal 2022 will continue in Fiscal 2023 (February 1, 2022 to January 31, 2023). Capital improvements are expected to decrease fromremain substantially down in Fiscal 2023, based on the extensive prior year, especiallyrefurbishments completed in our first fiscal quarter February 1, 2020 through April 30, 2020. We expect only modest recovery in our second fiscal quarter (May-July, 2020) with continuing improvement during the remainder of the fiscal year ending January 31, 2021, as the travel and hospitality industries, and overall economy, rebound.Fiscal 2021.

With approximately $1,200,000$2,111,000 of cash and short term investments as of January 31, 20202023 and the availability of a $1,000,000$250,000 bank lines of credit, an up to $2,000,000 related party Demand/Revolving Line of Credit/Promissory Note, and the availability of our two availablerepayment of Advances to Affiliate credit facilities for a totaland available Bank line of $1,000,000 maximum borrowing capacity,Credit, we believe that we will have enough cash on hand to meet all of our financial obligations as they become due for at least the next twelve months from the issuance date of the these consolidated financial statements. In addition, our management is analyzing other strategic options, available to us, including raising additional funds, increasing borrowings at either, or both, the Albuquerque and Tucson hotels and using the funds generated to pay intercompany loans due from the Tucson hotel to the Partnership of approximately $3.7 million; however,asset sales. However, such transactions may not be available on terms that are favorable to us, or at all.

IHT and InnDependent Boutique Collections Hotels (IBC), agreed to extend the payment schedule on IBC’s note receivable by 18 months, extending the first payment from November 2021 to May 2023. The reason for the extension is in support of IBC’s cash requirements; related to IBC’s realization of fully benefiting from a travel industry continued rebound of rate, occupancy and travel. These potential benefits in turn improve IHT’s secured position on its note receivable from IBC. Management also believes that even with an additional extension repayment term due to COVID-19 that the future collectability of the current carrying value of the note is probable and not subject to further impairment, or allowance for the year ended January 31, 2023.

Refer to Note 6 – “Note Receivable” for information related to the Sale of IBC Hospitality Technologies (IBC).

There can be no assurance that we will be successful in refinancing debt or raising additional or replacement funds, or that these funds may be available on terms that are favorable to us. If we are unable to raise additional or replacement funds, we may be required to refinance or sell certain of our assets to meet our liquidity needs, which may not be on terms that are favorable.

We anticipate no material additional competitive new-build hotel supply during the remaining Fiscal Year 2024, and accordingly we anticipate steady hotel supply in our markets and increased travel demand as the industry rebounds with recovery of revenues and operating margins. We expect the challenge for the upcoming current Fiscal Year to be the continued economic and travel recovery of leisure, corporate, group, and government business in the markets in which we operate, which may affect our ability to recover occupancy and increase room rates while maintaining and/or building market share.

Net

Positive cash used inprovided by operating activities totaled approximately $953,000$54,000 during fiscal year 2020the twelve months ended January 31, 2023 as compared to net cash provided of approximately $1,799,000 used in$263,000 during the prior fiscal year.twelve months ended January 31, 2022. Consolidated net income was approximately $(1,978,000)$737,000 for the fiscal yeartwelve months ended January 31, 20202023 as compared to consolidated net income for the fiscal yeartwelve months ended January 31, 20192022 of approximately $11,106,000.$1,540,000. A decrease in each Fiscal Year was PPP loan forgiveness offset by and the employee retention credit. Explanation of the differences between these fiscal yearsFiscal Years are explained above in the results of operations of the Trust.

Changes in the adjustments to reconcile net loss and net income for the years ended January 31, 2020 and 2019, respectively, consist primarily of gain on disposal of assets, hotel property depreciation, and changes in assets and liabilities. Hotel property depreciation was approximately $902,000 during fiscal year 2020 compared to approximately $1,245,000 during fiscal year 2019, a decrease of $343,000 as the Trust recognized less depreciation as one of the hotel properties was sold during the fiscal year 2019. There was no amortization of intangibles during fiscal years 2020 or 2019.

Changes in assets and liabilities for accounts receivable, prepaid expenses and other assets and accounts payable and accrued expenses totaled approximately $91,000 and approximately $(296,000) for the fiscal years ended January 31, 2020 and 2019, respectively. This increase in changes in assets and liabilities for the fiscal year ended January 31, 2020 compared to the fiscal year ended January 31, 2019 was due to decreases in accounts payables and accrued liabilities.

Net cash provided by investing activities totaled approximately $1,305,000 for the year ended January 31, 2020 compared to net cash provided by investing activities of approximately $8,372,000 for the year ended January 31, 2019. The decrease in net cash provided by investing activities during fiscal year 2020 was due to (1) the Yuma hotel sale in the prior year; and there were no hotels sold in the current year, (2) the $1.0 million investments in UniGen Power Inc. [UPI], (3) offset by the lending on advances to affiliates – related party of approximately $75,000 during the fiscal year 2020 as compared to approximately $776,000 for the fiscal year 2019.

Net cash provided by financing activities totaled approximately $99,000 compared to net cash used of $10,399,000 for the years ended January 31, 2020 and 2019, respectively. The significant decrease of approximately $10,498,000 was primarily due to decreases in distributions to non-controlling interest holders, decreases in repurchase of treasury stock; and increases in collection online of credit – related party,

Principal payments on mortgage notes payables for continuing operations was approximately $120,000 and $102,000 during the fiscal years ended January 31, 2020 and 2019, respectively. Payments on notes payable to banks was approximately $170,000 and approximately $-0- during the fiscal years ended January 31, 2020 and 2019, respectively as we paid off our mortgages on our Yuma, Arizona property in the fiscal year ended January 31, 2019, as that asset was sold. Borrowings on Mortgage Notes Payable was $1,400,000 and $-0- during the fiscal years ended January 31, 2020 and 2019, respectively due to refinancing our Albuquerque, New Mexico property in the fiscal year ended January 31, 2020.

For the fiscal year ended January 31, 2020, payments on line of credit – related party netted against borrowings on line of credit – related party was approximately $-0- of net cash provided by financing activities as compared to approximately $178,000 of net cash provided by financing activities for the fiscal year ended January 31, 2019.

Payments on notes payables – related party netted against borrowings on note payable – related party was approximately $323,000 and $306,000 of net cash used by financing activities during the fiscal years ended January 31, 2020 and 2019, respectively.

Payments on other notes payables netted against borrowings on other note payable was approximately $614,000 and $330,00 of net cash provided by financing activities during the fiscal years ended January 31, 2020 and 2019, respectively.

Proceeds from sales of non-controlling ownership interests in subsidiaries decreased by approximately $102,000 as sales of non-controlling ownership interest was approximately $-0- for the fiscal year ended January 31, 2020 and approximately $102,000 for the year ended January 31, 2019. We had no sales of our IHT stock for the fiscal years ended January 31, 2020 and January 31, 2019.

During the fiscal year ended January 31, 2020, our distributions to non-controlling interest holders was approximately $521,000 compared with approximately $9,560,117 for the fiscal year ended January 31, 2019.

We continue to contribute to a Capital Expenditures Fund (the “Fund”) an amount equal to 4% of the InnSuites Hotels’ revenues from operation of the Hotels. The Fund is restricted by the mortgage lender for one of our properties. As of January 31, 2020 and 2019, there were no monies held in these accounts reported on our Consolidated Balance Sheet as “Restricted Cash.” The Fund is intended to be used for capital improvements to the Hotels and refurbishment and replacement of furniture, fixtures and equipment. During the fiscal year ended January 31, 2020 and 2019, the Hotels spent approximately $251,000 and $937,000, respectively, for capital expenditures. We consider the majority of these improvements to be revenue producing. Therefore, these amounts are capitalized and depreciated over their estimated useful lives. For fiscal yearOn November 15, 2021, capital expenditures, we plan on spending less on capital improvements as we have completed our property improvements at our Tucson, Arizona and Albuquerque, New Mexico hotels. Repairs and maintenance were charged to expense as incurred and approximated $403,000 and $680,000 for fiscal years 2020 and 2019, respectively.

We have minimum debt payments, net of debt discounts, of approximately $1,754,000 and approximately $668,000 due during fiscal years 2020 and 2021, respectively. Minimum debt payments due during fiscal year 2021 include approximately $161,000 of mortgage notes payable, approximately $167,000 of other notes payable secured promissory notes outstanding to related parties and approximately $807,000 of other notes payable secured promissory notes outstanding to unrelated third parties arising from the Shares of Beneficial Interest and Partnership unit repurchases.

We may seek to negotiate additional credit facilities or issue debt instruments. Any debt incurred or issued by us may be secured or unsecured, long-term, medium-term or short-term, bear interest at a fixed or variable rate and be subject to such other terms as we consider prudent.

SALE OF OWNERSHIP INTERESTS IN ALBQUERQUE, AND TUCSON SUBSIDIARIES

See Notes 3, and 4 of the Trust’s Consolidated Financial Statements for a detailed discussion of the sale of ownership interests in the Trust’s subsidiaries.

COMPLIANCE WITH CONTINUED LISTING STANDARDS OF NYSE AMERICAN

On January 19, 2017, the Trust received a letter from the NYSE AMERICAN informing the Trust that the staff of the NYSE AMERICAN’s Corporate Compliance Department had determined that the Trust is not in compliance with Section 1003(a)(iii) of the NYSE AMERICAN Company Guide due to the Trust having stockholders’ equity of less than $6.0 million and net losses from continuing operations in its five most recent fiscal years ended January 31, 2017.

The NYSE AMERICAN’s letter informed the Trust that, to maintain its listing, it must submit a plan of compliance by February 20, 2017, addressing how it intends to regain compliance with the NYSE AMERICAN’s continued listing standards within the maximum potential 18-month plan period available (the “Plan Period”). Elements of the compliance plan may include the sale of one or more of its assets (management believes IHT hotels have a much lower book value than market value), sale of additional Trust stock at market value, sale of minority interest in specific hotel properties and/or anticipated continuation of the current operational upward current trends in hotel gross operating profits.

On June 2, 2017, the Trust sold its Ontario, California hotel to an unrelated third party for approximately $17.5 million, which the Trust received in cash. The Trust has recognized a gain of approximately $11.4 million on its consolidated statement of operations for the fiscal year ended January 31, 2018. As of January 31, 2018, the Trust Shareholders’ Equity was approximately $8.2 million exceeding the minimum requirements of the NYSE American Company Guide.

On January 11, 2018, the Trust received a letter from the NYSE American LLC informing us thatindicating it did not meet certain financial requirements to remain listed, and set a timeframe of 18 months to May 2023, to once again meet those standards of earnings, capitalization, and/or profitability. The Trust provided the Trust is back in compliance with allrequired Plan by December 15, 2021, and the NYSE American LLC continued listing standardsgranted the additional 18 months to execute the Plan.

On April 30, 2022, the Trust requested and was granted an extension for their annual Form 10-K. As a result, the NT 10-K filed (Form 12b-25 Filing Extension), granted a fifteen-day extension for the Trust to file its’ annual Form 10-K. Subsequently, the Trust completed and filed its’ annual 10-K and corresponding press release on May 25, 2022, and is considered to be in compliance currently.

On June 23, 2022, the Trust received communication from the NYSE AMERICAN indicating a Late-Filer Notification would be issued, provided it’s current quarterly 10-Q for the period ended April 30, 2022 would be considered delinquent if not filed on or before June 29, 2022. The Trust is now current and compliant, and was able to complete their 10-Q for the period ended April 30, 2022, filing it on June 28, 2022, thus avoiding any delinquency status and adhering to this timeline.

The Trust’s Management received communication from the NYSE-American on August 29, 2022, indicating IHT is fully compliant with all of the Continued Listing Standards Equity Requirements set forth in Part 10 of the NYSE American LLC Company Guide. Specifically, the Trust has resolved the continued listing deficiencies with respect to Section 1003(a)(iii)Guide, of the Company Guide reference in the Exchange’s letters dated January 19, 2017. The Trust’s shareholders equity as of January 31, 2018, October 31, 2017, and July 31, 2017 exceeded $8.2 million which met the minimum requirement of $6 million. The Trust will be subject to ongoing review for compliance with NYSE American LLC requirements as part of the Exchange’s routine monitoring.NYSE-American.

On July 1, 2020 the Trust received a letter from the NYSE American LLC informing the Trust of noncompliance with the NYSE American continued listing standards, being subject to the procedures and requirements set forth in Section 1007 of the NYSE American Company Guide. The Trust had failed to timely issue its Form 10-K for the fiscal year ended January 31, 2020.

NON-GAAP FINANCIAL MEASURES

The following non-GAAP presentations of earnings before interest, taxes, non-cash depreciation, and amortization (“EBITDA”) and funds from operations (“FFO”) are made to assist our investors in evaluating our operating performance.

Adjusted EBITDA is defined as earnings before interest expense, amortization of loan costs, interest income, income taxes, depreciation and amortization, and non-controlling interests in the Trust. We present Adjusted EBITDA because we believe these measurements (a) more accurately reflect the ongoing performance of our hotel assets and other investments, (b) provide more useful information to investors as indicators of our ability to meet our future debt payments and working capital requirements, and (c) provide an overall evaluation of our financial condition. Adjusted EBITDA as calculated by us may not be comparable to Adjusted EBITDA reported by other companies that do not define Adjusted EBITDA exactly as we define the term. Adjusted EBITDA does not represent cash generated from operating activities determined in accordance with GAAP and should not be considered as an alternative to (a) GAAP net income or loss as an indication of our financial performance or (b) GAAP cash flows from operating activities as a measure of our liquidity.

A reconciliation of Adjusted EBITDA to net loss attributable to controlling interests for the fiscal yearsFiscal Years ended January 31, 20202023 and 20192022 approximate follows:

FFO is calculated on the basis defined by the National Association of Real Estate Investment Trusts (“NAREIT”), which is net income (loss) attributable to common shareholders, computed in accordance with GAAP, excluding gains or losses on sales of properties, asset impairment adjustments, and extraordinary items as defined by GAAP, plus non-cash depreciation and amortization of real estate assets, and after adjustments for unconsolidated joint ventures and non-controlling interests in the operating partnership. NAREIT developed FFO as a relative measure of performance of an equity REIT to recognize that income-producing real estate historically has not depreciated on the basis determined by GAAP. The Trust is an unincorporated Ohio realbusiness investment, (real estate investment trust;trust); however, the Trust is not a real estate investment trust for federal taxation purposes. Management uses this measurement to compare itself to REITs with similar depreciable assets. We consider FFO to be an appropriate measure of our ongoing normalized operating performance. We compute FFO in accordance with our interpretation of standards established by NAREIT, which may not be comparable to FFO reported by other companies that either do not define the term in accordance with the current NAREIT definition or interpret the NAREIT definition differently than us. FFO does not represent cash generated from operating activities as determined by GAAP and should not be considered as an alternative to (a) GAAP net income or loss as an indication of our financial performance or (b) GAAP cash flows from operating activities as a measure of our liquidity, nor is it indicative of funds available to satisfy our cash needs, including our ability to make cash distributions. However, to facilitate a clear understanding of our historical operating results, we believe that FFO should be considered along with our net income or loss and cash flows reported in the consolidated financial statements.

A reconciliation of FFO to net income (loss) attributable to controlling interests for fiscal yearFiscal Year ended January 31, 20202023 and 20192022 are as follows:

The Trust reported Consolidated Net Loss from continuing operations of approximately $1,978,000$298,000 for the fiscal yearFiscal Year ended January 31, 20202023 compared to Consolidated Net Loss from continuing operations of approximately $1,986,000$304,000 for the fiscal yearFiscal Year ended January 31, 2019.2022. Fiscal 20202022 and 20192021 Consolidated Net IncomeLoss from continuing operations included non-cash depreciation amortization and current year one-time $825,000 note receivable impairment, of approximately $1,840,000$702,000 and $846,000,$725,000, respectively. Fiscal 20202023 Consolidated Net Loss from operations before non-cash depreciation was approximately $404,000 as compared to Consolidated Net Loss from operations before non-cash depreciation of approximately $421,000 for Fiscal 2022. Fiscal 2023 Consolidated Net Loss from continuing operations before non-cash depreciation, amortization and impairment notes receivable waswere approximately $(138,000)$7,146,000 as compared with $(1,184,000) for fiscal 2019. Fiscal 2020 Consolidated Net Revenues from continuing operations were approximately $6,568,000 as compared with fiscal 20192022 Revenues of approximately $6,169,000. Fiscal 2020 Net Income Per Share was $(0.21) as compared with fiscal 2019 Net Income Per Share of $1.20.$6,410,000.

FUTURE POSITIONING

In viewing the hotel industry cycles, recently reconfirmed by the COVID-19 disruption of travel and hospitality, the Board of Trustees determined that 2008 may have been the high point of the current hotel industry cycle and further determined it was appropriate to continue to actively seek buyers for our properties. We engaged the services of several hotel brokers and began independently advertising our Hotels for sale. We sold the Ontario hotel in June 2017, and the Yumatwo remaining Hotel in October 2018.properties. We continue to independently advertisemake our Tucson Hotel and list our HotelsAlbuquerque Hotel available for sale includingat market value, on ourthe website (www.suitehotelsrealty.com).www.suitehotelsrealty.com.

The table below provides book values, mortgage balances and listed asking priceEstimated Market Asking Price for the Hotels.

The listed asking price“Estimated Market Asking Price” is the amount at which we wouldbelieve may sell each of the Hotels and is adjusted to reflect recent hotel sales in the Hotels’ areas of operation and currentprojected upcoming 12 month earnings of each of the Hotels. The listed asking priceEstimated Market Asking Price is not based on appraisals of the properties.

On August 1, 2015, we finalized and committedWe have from time to a plan to sell over time ourlisted hotel properties. We listed each of the properties with a long time highly successful local real estate hotel broker and wewho has successfully sold four of our hotel properties. We believe that each of the assets is being marketed at ahave an estimated market asking price that is reasonable in relation to its current fair market value. We plan to sell our remaining two Hotel properties within two years, based on feedback received by our local hotel real estate property professional brokers and we have engaged hotel real estate brokers who specialize in the selling/buying hotel real estate properties for the sale of our Tucson and Albuquerque Hotel properties.24-36 months. We can provide no assurance that we will be able to sell either or both of the Hotel properties on terms favorable to us or within our expected time frame, or at all.

Effective October 24, 2018, the Trust sold the Yuma hotel to an unrelated third party for $16.05 million. With an estimated basis of approximately $4.6 million, the sale resulted in the recognition of a significant profit after transactional costs.

Although we believe it is probable,believed feasible, we may be unable to realize the listed salesasking price for the individual Hotel properties or to sell them at all.and/or refinance one or both. However, we believe that the listedasking price values are reasonable based on upturn local market conditions, comparable sales, and comparable sales.anticipated continued upturns in occupancy, rates, and profits per hotel. Changes in market conditions have in part resulted, and may in the future result, in our changing one or all of the listed asking prices.

Our long-term strategic plan is to obtain the full benefit of our real estate equity, to benefit from our UniGen Power, Inc., (UniGen) clean energy operation diversified investment, and to pursue a merger with another company, likely a private larger entity that seeks to go public orto list on the NYSE AMERICAN Exchange.

SHARE REPURCHASE PROGRAM

For information on the Trust’s Share Repurchase Program, see Part II, Item 5. “Market for the Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.” We plan to continue the stock and unit buy backs in the current Fiscal Year 2023.

OFF-BALANCE SHEET ARRANGEMENTS

Other than lease commitments and legal contingencies incurred in the normal course of business, weWe do not have any off-balance sheet financing arrangements or liabilities. We do not have any majority-owned or controlled subsidiaries that are not included in our consolidated financial statements.

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

As a partial offset to the current hotel industry Virus induced drop in demand pressure, the Trust looks to benefit from, and expand, its UniGen clean energy operation diversification investments in the months, and years ahead. See Note 7 of the Audited Consolidated Financial Statements for discussion on UniGen.

Asset Impairment

We believe that the policies we follow for the valuation of our hotel properties, which constitute the majority of our assets, are our most critical policies. The Financial Accounting Standards Board (“FASB”) has issued authoritative guidance related to the impairment or disposal of long-lived assets, codified in ASC Topic 360-10-35, which we apply to determine when it is necessary to test an asset for recoverability. On an events and circumstances basis, we review the carrying value of our hotel properties. We will record an impairment loss and reduce the carrying value of a property when anticipated undiscounted future cash flows and the current market value of the property do not support its carrying value. In cases where we do not expect to recover the carrying cost of hotel properties held for use, we will reduce the carrying value to the fair value of the hotel, as determined by a current appraisal or other acceptable valuation methods. We did not recognize a hotel properties impairment loss in fiscal years 2020Fiscal Years 2022 or 2019.2021. As of January 31, 2020,2023, our management does not believe that the carrying values of any of our hotel properties are impaired. The Trust did take a reserve for bad debt as of January 31, 20202022 reflecting its concern with the collectability of the Obasa note receivable, related to the sale of the IBC technology segment.

Sale of Hotel Assets

On August 1, 2015, the Trust finalized and committed to a plan to sell Hotel properties. The Trust listed Hotel properties with real estate hotel brokers, Effective October 24, 2018, the Trust sold the Yuma hotel to an unrelated third party for $16.05 million, and on June 2, 2017, the Trust sold its Ontario, California hotel to an unrelated third party for approximately $17.5 million. Management believes that our currently-ownedcurrently owned Hotels are listedvalued at prices that isare reasonable in relation to their current fair market value. The Trust believes that the plan to sell these assets will not be withdrawn. At this time, the Trust is unable to predict when, and if, either of its two Hotel properties will be sold. The Trust has listedseeks to sell one hotel per year or both over the Tucson hotel with local real estate hotel brokers and, wenext 12-36 months. We believe that botheach of the Tucson and Albuquerque hotels are being marketedassets is available at a price that is reasonable in relation to its current fair market value. The plan is to work to sell the remaining two hotel properties over the next 12-36 months, and if needed beyond.

Revenue Recognition

ASU 2014-09 (Topic 606), “Revenue from Contracts with Customers” is effective for reporting period after January 1, 2018. ASU 2014-09 requires entities to recognize revenue through the application of a five-step model, which includes identification of the contract, identification of the performance obligations, determination of the transaction price, allocation of the transaction price to the performance obligations and recognition of revenue as the entity satisfies the performance obligations.

Revenues are primarily derived from the following sources and are recognized as services are rendered and when collectability is reasonably assured. Amounts received in advance of revenue recognition are considered deferred liabilities.

Revenues primarily consist of room rentals, food and beverage sales, management and trademark fees and other miscellaneous revenues from our properties. Revenues are recorded when rooms are occupied and when food and beverage sales are delivered. Management and trademark fees from non-affiliated hotels include a monthly accounting fee and a percentage of hotel room revenues for managing the daily operations of the Hotels and the one hotel owned by affiliates of Mr. Wirth.Wirth until December 2020.

Each room night consumed by a guest with a cancellable reservation represents a contract whereby the Trust has a performance obligation to provide the room night at an agreed upon price. For cancellable reservations, the Trust recognizes revenue as each performance obligation (i.e., each room night) is met. Such contract is renewed if the guest continues their stay. For room nights consumed by a guest with a non-cancellable reservation, the entire reservation period represents the contract term whereby the Trust has a performance obligation to provide the room night or nights at an agreed upon price. For non-cancellable reservations, the Trust recognizes revenue over the term of the performance period (i.e., the reservation period) as room nights are consumed. For these reservations, the room rate is typically fixed over the reservation period. The Trust uses an output method based on performance completed to date (i.e., room nights consumed) to determine the amount of revenue it recognizes on a daily basis if the length of a non-cancellable reservation exceeds one night since consumption of room nights indicates when services are transferred to the guest. In certain instances, variable consideration may exist with respect to the transaction price, such as discounts, coupons and price concessions made upon guest checkout.

In evaluating its performance obligation, the Trust bundles the obligation to provide the guest the room itself with other obligations (such as free Wi-Fi, grab and go breakfast, access to on-site laundry facilities and parking), as the other obligations are not distinct and separable because the guest cannot benefit from the additional amenities without the consumed room night. The Trust’s obligation to provide the additional items or services is not separately identifiable from the fundamental contractual obligation (i.e., providing the room and its contents). The Trust has no performance obligations once a guest’s stay is complete.

We are required to collect certain taxes and fees from customers on behalf of government agencies and remit these back to the applicable governmental agencies on a periodic basis. We have a legal obligation to act as a collection agent. We do not retain these taxes and fees and, therefore, they are not included in revenues. We record a liability when the amounts are collected and relieve the liability when payments are made to the applicable taxing authority or other appropriate governmental agency.

SEASONALITY

See Item 1 for related discussion of seasonality.

INFLATION

INFLATION

We rely entirely on the performance of the Hotels and InnSuites Hotels’ ability to increase revenue to keep pace with inflation. Operators of hotels in general, and InnSuites Hotels in particular, can change room rates quickly, but competitive pressures may limit InnSuites Hotels’ ability to raise rates as fast as or faster than inflationinflation. During Fiscal Year 2023, ended January 31, 2023, InnSuites did experience substantial increases in rates to offset the inflationary increase labor and other expenses.

INVESTMENT IN UNIGEN POWER, INC.

On December 16, 2019, the Trust entered into a Convertible Debenture Purchase Agreement with UniGen Power Inc. (“UniGen”). InnSuites Hospitality Trust (IHT) made an initial $1 million diversification investment in late Fiscal Year 2020 and early Fiscal Year 2021. UniGen is in the process of developing a patented high profit potential new efficient clean energy generation innovation. The initial investment was made December 16, 2019, with positive progress to date despite the virus, economic, travel disruptions, cost overruns, and delays. The investment includes warrants convertible to UniGen stock upon election of the Trust. The investment is valued at fair value (level 3), as defined in Note 2 of the Consolidated Financial Statements. There is no Investment Commitment to UniGen requiring any restriction of cash.

The Trust purchased secured convertible debentures (“Debentures”) in the aggregate amount of $1,000,000 (the “Loan Amount”) (the “Loan”) at an annual interest rate of 6% (approximately $15,000 per quarter). The Debentures are convertible into 1,000,000 Class A shares of UniGen Common Stock at an initial conversion rate of $1.00 per share.

UniGen issued the Trust common stock purchase warrants (the “Debenture Warrants”) including to purchase up to 1,000,000 shares of Class A Common Stock. The Debenture Warrants are exercisable at an exercise price of $1.00 per share of Class A Common Stock.

UniGen, also, issued the Trust additional common stock purchase warrants (“Additional Warrants”) to purchase up to 500,000 shares of Class A Common Stock. The Additional Warrants are exercisable at an exercise price of $2.25 per share of Class A Common Stock.

UniGen has agreed to allow IHT to fund a $500,000 line of credit at the option of IHT convertible into 500,000 shares of UniGen stock at $1 per share. Currently, there is no outstanding balance at this time.

The total of all stock ownership upon conversion of the note receivable and exercise of warrants could total up to 3 million UniGen shares, which amounts to approximately 25% of fully diluted UniGen equity.

On the Trust’s balance sheet, the investment of the $1,588,750 consists of approximately $700,000 in note receivables, approximately $300,000 as the fair value of the warrants issued with the Trust’s investment in UniGen, and $588,750 of UniGen Common Stock (495,000 shares), at cost. The value of the premium related to the fair value of the warrant will accrete over the life of the debentures.

UniGen has confirmed that prototype design engineering for the UPI 1000 NG engine is now complete. Parts and tooling have arrived, and continue to arrive weekly.

Engineering work is on hold, while UniGen concentrates on its next round of capital raising.

UniGen is a high risk investment offering high potential investment return when successful.

Based on a 96 core “super computer “ simulated test together with advanced software, UniGen has confirmed that the UPI 1000 NG engine with the addition of recent technological advancements, is approximately 33% more fuel efficient than first estimated and will emit only approximately 25% of the maximum admissions allowed by CARB, the strictest of the regulatory standards issued by the state of California.

The UniGen design is to produce generators fueled not only with relatively clean natural gas but also with other even cleaner fuels such as ethanol and hydrogen (that emits only water).

James Wirth (IHT President) and Marc Berg (IHT Executive Vice President) both lack significant UniGen control. They have two of the six UniGen Board of Directors seats or 33% and were elected in December 2019 to serve on the board of UniGen to closely monitor and assist in the success of this potentially power industry disruptive relatively clean energy generation innovation.

The Trust has valued UniGen investment as a level 3 fair value measurement, for the following reasons: The investment does not qualify for level 1 since there are no identical actively traded instruments or level 2 identical or similar unobservable markets.

FORWARD-LOOKING STATEMENTS

Certain statements in this Form 10-K, including statements containing the phrases “believes,” “intends,” “expects,” “anticipates,” “predicts,” “projects,” “will be,” “should be,” “looking ahead,” “may” or similar words, constitute “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. We intend that such forward-looking statements be subject to the safe harbors created by such Acts. These forward-looking statements include statements regarding our intent, belief or current expectations those of our Board of Trustees or our officers in respect of (i) the declaration or payment of dividends; (ii) the leasing, management or operation of the Hotels; (iii) the adequacy of reserves for renovation and refurbishment; (iv) our financing plans; (v) our position regarding investments, dispositions,acquisitions, developments, financings, conflicts of interest and other matters; (vi) plans and progress regarding a reverse merger; (vii) our plans and expectations regarding future sales of hotel properties; and (viii)(vii) trends affecting our or any Hotel’s financial condition or results of operations.

These forward-looking statements reflect our current views in respect of future events and financial performance, but are subject to many uncertainties and factors relating to the operations and business environment of the Hotels that may cause our actual results to differ materially from any future results expressed or implied by such forward-looking statements. Examples of such uncertainties include, but are not limited to:

We do not undertake any obligation to update publicly or revise any forward-looking statements whether as a result of new information, future events or otherwise except as may be required by law. Pursuant to Section 21E(b)(2)(E) of the Securities Exchange Act of 1934, as amended, the qualifications set forth hereinabove are inapplicable to any forward-looking statements in this Form 10-K relating to the operations of the Partnership.

Item 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Not required for smaller reporting companies.

Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

All other schedules are omitted, as the information is not required or is otherwise furnished.

INNSUITES HOSPITALITY TRUST

LIST OF CONSOLIDATED FINANCIAL STATEMENTS

The following consolidated financial statements of InnSuites Hospitality Trust are included in Item 8:

All other schedules are omitted, as the information is not required or is otherwise furnished.

Report of Independent Registered Public Accounting FirmREPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the shareholdersBoard of Directors and the board of trusteesShareholders of InnSuites Hospitality Trust:

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of InnSuites Hospitality Trust and subsidiaries (the “Trust”“Company”) as of January 31, 20202023 and 2019,2022 and the related consolidated statements of operations, stockholders’shareholders’ equity, and cash flows for each of the two years in the yearperiod ended January 31, 2020,2023, and the related notes and schedules (collectively referred to as the “financial statements”)financial statements). In our opinion, the financial statements present fairly, in all material respects, the financial position of the TrustCompany as of January 31, 20202023 and 2019,2022, and the results of its operations and its cash flows for each of the two years in the yearperiod ended January 31, 2020,2023 and 2022, in conformity with accounting principles generally accepted in the United States of America.

Basis for Opinion

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

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

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

/s/ Hall & Company Certified Public Accountants & Consultants, Inc.Critical Audit Matter

Critical audit matters are matters arising from the current-period audit of the financial statements that were communicated or required to be communicated to the audit committee and that (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments.

We determined that there are no critical audit matters.

/S BF Borgers CPA PC

BF Borgers CPA PC(PCAOB ID 5041)

We have served as the Trust’sCompany’s auditor since 20152022

Lakewood, CO

May 1, 2023

Irvine, CA

INNSUITES HOSPITALITY TRUST AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

See accompanying notes to these consolidated financial statements

August 14, 2020

INNSUITES HOSPITALITY TRUST AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

See accompanying notes to these consolidated financial statements

INNSUITES HOSPITALITY TRUST AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY

FOR THE YEARS ENDED JANUARY 31, 2023 and 2022

See accompanying notes to these consolidated financial statements

INNSUITES HOSPITALITY TRUST AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

See accompanying notes to these consolidated financial statements

INNSUITES HOSPITALITY TRUST AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS