v3.26.1
Pay vs Performance Disclosure - USD ($)
10 Months Ended 12 Months Ended
Dec. 29, 2023
Feb. 28, 2026
Feb. 28, 2025
Feb. 29, 2024
Pay vs Performance Disclosure [Table]        
Pay vs Performance [Table Text Block]  
Year  Summary Compensation Table Total for PEO A (1)   Summary Compensation Table Total for PEO B (1)   Compensation Actually Paid to PEO A (2)   Compensation Actually Paid to PEO B (2)   Average Summary Compensation Table Total for Non-PEO NEO’s (3)   Average Compensation Actually Paid to Non-PEO NEO’s (2)   Value of Initial Fixed $100 Investment Based on Total Shareholder Return (4)   Net Loss (5) 
2026  $442,000   $-   $442,000   $-    252,400   $252,378   $24.12   $(16,247,596)
2025  $442,000   $-   $442,000   $-   $206,535   $204,426   $33.45   $(10,198,684)
2024  $442,000   $481,344   $442,000   $383,394   $254,537   $168,740   $25.13   $(7,339,276)
   
Named Executive Officers, Footnote [Text Block]  
  (1) The amounts presented reflect the total compensation set forth in the Summary Compensation Table (“SCT”) for the Company’s Chief Executive Officer, William Kerby (PEO A), and our former Chief Executive Officer, Jacob Brunsberg (PEO B), who served as the Company’s PEO until December 29, 2023.
   
Adjustment To PEO Compensation, Footnote [Text Block]  
  (2) The following table reflects the adjustments prescribed by SEC rules to calculate the CAP from those total amounts reflected in the SCT. The SCT amounts and the CAP amounts do not reflect the actual amount of compensation earned by or paid to the Company’s executives during the applicable years, but rather are amounts determined in accordance with Item 402 of Regulation S-K under the Exchange Act.

  

                                              
   2026   2025   2024 
   PEO A   PEO B   Other NEO’s   PEO A   PEO B   Other NEO’s   PEO A   PEO B   Other NEO’s 
SCT Amounts  $442,000   $-   $252,400   $442,000   $-   $206,535   $442,000   $481,344   $254,537 
Adjustments Related to Defined Benefit and Actuarial Plans:                                             
None (6)   -    -    -    -    -    -    -    -    - 
Adjustments Related to Stock Based Compensation                                             
Values reported in Stock Awards and Options awards columns of the SCT   -    -    (14,900)   -    -    (13,353)   -    -    - 
Year-End Fair Value of Awards Granted during the year that are outstanding and unvested as of the end of the covered fiscal year   -    -    -    -    -    -    -    -    - 
Decrease in Fair Value of Awards granted in prior years that are outstanding and unvested at Year End   -    -    -    -    -    (2,182)   -    -   (74,095)
Fair Value on Vesting Date of Awards that are granted and vest in the same covered fiscal year   -    -    14,900    -    -    13,353    -    -    - 
 Increase (Decrease) in Fair Value of Awards granted in prior years that vest in the covered fiscal year   -    -    (22)   -    

-

   73   -    (97,950)   (11,702)
Increase (Decrease) in fair value of awards granted in prior years that failed to meet vesting conditions during the year   -    -    -    -    -    -    -    -    - 
Dividends and other earnings paid on awards before the vesting date   -    -    -    -    -    -    -    -    - 
                                              
CAP Amounts  $442,000   $-   $252,378   $442,000   $-   $204,426   $442,000   $383,394   $168,740 

 

  (6) The Company had no Defined Benefit or Actuarial Plans during the periods presented.
   
Non-PEO NEO Average Total Compensation Amount [1]   $ 252,400 $ 206,535 $ 254,537
Non-PEO NEO Average Compensation Actually Paid Amount [2]   252,378 204,426 168,740
Total Shareholder Return Amount [3]   24.12 33.45 25.13
Net Income (Loss) Attributable to Parent [4]   $ (16,247,596) (10,198,684) (7,339,276)
Additional 402(v) Disclosure [Text Block]  

 

The Company is providing the following descriptions of the relationships between information presented in the Pay Versus Performance table, including CAP, as required by Item 402(v) of Regulation S-K under the Exchange Act.

 

The Compensation Committee does not use TSR or net income (loss) in its compensation programs. However, the Compensation Committee does utilize several other performance measures that it considers appropriate under the circumstances, including Company market capitalization, actual performance vs. budget and quarterly forecasts, customer success and capital raising efforts, in order to align executive compensation with the Company’s business and performance objectives.

 

Compensation actually paid to the Company’s PEO A was unchanged in 2026 from 2025 and 2023. For 2026, PEO A was paid a salary of $400,000, of which $243,690 was paid in cash and $156,310 was deferred, and earned $24,000 as compensation for personal financial guarantees on Company credit cards, the payment of which was deferred, and an automobile allowance of $18,000, the payment of which was deferred. For 2025, PEO A was paid a salary of $400,000, of which $76,667 was paid in cash and $323,333 was deferred, and earned $24,000 as compensation for personal financial guarantees on Company credit cards, the payment of which was deferred, and an automobile allowance of $18,000, the payment of which was deferred. For 2024, PEO A was paid a salary of $400,000, of which $285,000 was paid in cash and $115,000 was deferred, and earned $24,000 as compensation for personal financial guarantees on Company credit cards, the payment of which was deferred, and an automobile allowance of $18,000, the payment of which was deferred. Compensation actually paid to PEO B for 2026 and 2025 was $0 due to his resignation as of December 31, 2023. For 2024, PEO B was paid a salary of $214,333 in cash. In addition, PEO B received a retention bonus of $204,511 and severance of $62,500 pursuant to his Separation Agreement related to his resignation from the Company on December 29, 2023. In addition, PEO B received a stock option award to purchase up to 31,250 shares of restricted shares of the Company’s common stock.

 

Average compensation actually paid to the Company’s non-PEO NEOs increased by $47,952 in 2026 as compared to 2025, primarily due to an increase in salary of $25,000 to Mr. Orzechowski and an increase in Mr. McMahon’s salary as compared to Lyndsey North of $80,303. Additionally, Mr. Orzechowski received a grant of common shares valued at $29,800. Average compensation actually paid to the Company’s non-PEO NEOs increased by $35,686 in 2025 as compared to 2024, primarily due to a decrease in the number of unvested awards outstanding at February 28, 2025, together with an increase in the fair value of awards that vested that vested during the year, partially offset by a decrease in salaries as a result of the resignation of Lyndsey North, the Company’s President, in January 2025. For 2026, the Company’s two non-PEO NEO’s were paid salaries of $475,000 in cash and the aforementioned grant of common shares of $29,800. For 2025, the Company’s two non-PEO NEO’s were paid salaries in cash of $369,697 plus a stock award granted to Ms. North of $26,706, and other income of $16,667. For 2024, the Company’s two non-PEO NEO’s were paid salaries of $400,000 in cash and the aforementioned retention bonus of $109,073.

 

TSR represents a cumulative loss in value of 75.9% for the three years ended February 28, 2026, 66.6% for the two years ended February 28, 2025, and a loss in value of 74.9% for the year ended February 29, 2024. Net loss increased by $6,048,912 in 2026 as compared to 2025, and $2,859,408 in 2025 as compared to 2024.

   
William Kerby [Member]        
Pay vs Performance Disclosure [Table]        
PEO Total Compensation Amount [5]   $ 442,000 442,000 442,000
PEO Actually Paid Compensation Amount [2]   442,000 442,000 442,000
Jacob Brunsberg [Member]        
Pay vs Performance Disclosure [Table]        
PEO Total Compensation Amount [5]   481,344
PEO Actually Paid Compensation Amount [2]   383,394
Peo A [Member]        
Pay vs Performance Disclosure [Table]        
PEO Total Compensation Amount   442,000 442,000 442,000
PEO Actually Paid Compensation Amount   $ 442,000 $ 442,000 $ 442,000
PEO Name   William Kerby William Kerby William Kerby
Peo A [Member] | Adjustments Related to Defined Benefit and Actuarial Plans [Member]        
Pay vs Performance Disclosure [Table]        
Adjustment to compensation amount [6]  
Peo A [Member] | Values Reported in Stock Awards and Options Awards Columns of the SCT [Member]        
Pay vs Performance Disclosure [Table]        
Adjustment to compensation amount  
Peo A [Member] | Year-End Fair Value of Awards Granted during the Year that are Outstanding and Unvested as of the End of the Covered Fiscal Year [Member]        
Pay vs Performance Disclosure [Table]        
Adjustment to compensation amount  
Peo A [Member] | Decrease in Fair Value of Awards Granted in Prior Years that are Outstanding and Unvested at Year End [Member]        
Pay vs Performance Disclosure [Table]        
Adjustment to compensation amount  
Peo A [Member] | Fair Value on Vesting Date of Awards that are Granted and Vest in the Same Covered Fiscal Year [Member]        
Pay vs Performance Disclosure [Table]        
Adjustment to compensation amount  
Peo A [Member] | Increase (Decrease) in Fair Value of Awards Granted in Prior Years that Vest in the Covered Fiscal Year [Member]        
Pay vs Performance Disclosure [Table]        
Adjustment to compensation amount  
Peo A [Member] | Increase (Decrease) in Fair Value of Awards Granted in Prior Years that Failed to Meet Vesting Conditions during the Year [Member]        
Pay vs Performance Disclosure [Table]        
Adjustment to compensation amount  
Peo A [Member] | Dividends and Other Earnings Paid on Awards Before the Vesting Date [Member]        
Pay vs Performance Disclosure [Table]        
Adjustment to compensation amount  
Peo B [Member]        
Pay vs Performance Disclosure [Table]        
PEO Total Compensation Amount   481,344
PEO Actually Paid Compensation Amount   383,394
PEO Name Jacob Brunsberg      
Peo B [Member] | Adjustments Related to Defined Benefit and Actuarial Plans [Member]        
Pay vs Performance Disclosure [Table]        
Adjustment to compensation amount [6]  
Peo B [Member] | Values Reported in Stock Awards and Options Awards Columns of the SCT [Member]        
Pay vs Performance Disclosure [Table]        
Adjustment to compensation amount  
Peo B [Member] | Year-End Fair Value of Awards Granted during the Year that are Outstanding and Unvested as of the End of the Covered Fiscal Year [Member]        
Pay vs Performance Disclosure [Table]        
Adjustment to compensation amount  
Peo B [Member] | Decrease in Fair Value of Awards Granted in Prior Years that are Outstanding and Unvested at Year End [Member]        
Pay vs Performance Disclosure [Table]        
Adjustment to compensation amount  
Peo B [Member] | Fair Value on Vesting Date of Awards that are Granted and Vest in the Same Covered Fiscal Year [Member]        
Pay vs Performance Disclosure [Table]        
Adjustment to compensation amount  
Peo B [Member] | Increase (Decrease) in Fair Value of Awards Granted in Prior Years that Vest in the Covered Fiscal Year [Member]        
Pay vs Performance Disclosure [Table]        
Adjustment to compensation amount   (97,950)
Peo B [Member] | Increase (Decrease) in Fair Value of Awards Granted in Prior Years that Failed to Meet Vesting Conditions during the Year [Member]        
Pay vs Performance Disclosure [Table]        
Adjustment to compensation amount  
Peo B [Member] | Dividends and Other Earnings Paid on Awards Before the Vesting Date [Member]        
Pay vs Performance Disclosure [Table]        
Adjustment to compensation amount  
Other NEO [Member]        
Pay vs Performance Disclosure [Table]        
Non-PEO NEO Average Total Compensation Amount   252,400 206,535 254,537
Non-PEO NEO [Member]        
Pay vs Performance Disclosure [Table]        
Non-PEO NEO Average Compensation Actually Paid Amount   252,378 204,426 168,740
Non-PEO NEO [Member] | Adjustments Related to Defined Benefit and Actuarial Plans [Member]        
Pay vs Performance Disclosure [Table]        
Adjustment to compensation amount [6]  
Non-PEO NEO [Member] | Values Reported in Stock Awards and Options Awards Columns of the SCT [Member]        
Pay vs Performance Disclosure [Table]        
Adjustment to compensation amount   (14,900) (13,353)
Non-PEO NEO [Member] | Year-End Fair Value of Awards Granted during the Year that are Outstanding and Unvested as of the End of the Covered Fiscal Year [Member]        
Pay vs Performance Disclosure [Table]        
Adjustment to compensation amount  
Non-PEO NEO [Member] | Decrease in Fair Value of Awards Granted in Prior Years that are Outstanding and Unvested at Year End [Member]        
Pay vs Performance Disclosure [Table]        
Adjustment to compensation amount   (2,182) (74,095)
Non-PEO NEO [Member] | Fair Value on Vesting Date of Awards that are Granted and Vest in the Same Covered Fiscal Year [Member]        
Pay vs Performance Disclosure [Table]        
Adjustment to compensation amount   14,900 13,353
Non-PEO NEO [Member] | Increase (Decrease) in Fair Value of Awards Granted in Prior Years that Vest in the Covered Fiscal Year [Member]        
Pay vs Performance Disclosure [Table]        
Adjustment to compensation amount   (22) 73 (11,702)
Non-PEO NEO [Member] | Increase (Decrease) in Fair Value of Awards Granted in Prior Years that Failed to Meet Vesting Conditions during the Year [Member]        
Pay vs Performance Disclosure [Table]        
Adjustment to compensation amount  
Non-PEO NEO [Member] | Dividends and Other Earnings Paid on Awards Before the Vesting Date [Member]        
Pay vs Performance Disclosure [Table]        
Adjustment to compensation amount  
[1] The amounts presented reflect the average compensation set forth in the SCT for the Company’s Non-PEO NEOs, consisting of Frank Orzechowski and John McMahon for the fiscal year ended February 28, 2026 and Frank Orzechowski and Lyndsey North for the fiscal years ended February 28, 2025 and February 29, 2024.
[2] The following table reflects the adjustments prescribed by SEC rules to calculate the CAP from those total amounts reflected in the SCT. The SCT amounts and the CAP amounts do not reflect the actual amount of compensation earned by or paid to the Company’s executives during the applicable years, but rather are amounts determined in accordance with Item 402 of Regulation S-K under the Exchange Act.
[3] The amounts presented reflect the value of a fixed investment of $100 on March 1st of the reporting period (i.e., March 1, 2023) based upon the closing market price of the Company’s common stock of $11.90, $2.99, $3.98, and $2.87 at February 28, 2023, February 29, 2024, February 28, 2025 and February 28, 2026, respectively, as traded on The Nasdaq Capital Market. All amounts presented herein have been retroactively adjusted to reflect the 1-for-20 reverse split of the Company’s common stock effective September 22, 2023.
[4] The amounts presented reflect the net loss as reported in the Company’s audited financial statements for the periods presented.
[5] The amounts presented reflect the total compensation set forth in the Summary Compensation Table (“SCT”) for the Company’s Chief Executive Officer, William Kerby (PEO A), and our former Chief Executive Officer, Jacob Brunsberg (PEO B), who served as the Company’s PEO until December 29, 2023.
[6] The Company had no Defined Benefit or Actuarial Plans during the periods presented.