v3.26.3
Shareholders’ Deficit
 3 Months Ended
May 31, 2026
Shareholders’ Deficit [Abstract]  
SHAREHOLDERS’ DEFICIT

NOTE 9 – SHAREHOLDERS’ DEFICIT

 

Common Stock

 

On May 31, 2026 and February 28, 2026, the Company had 150,000,000 shares of $0.0001 par value common stock authorized for issuance.

  

During the three months ended May 31, 2026, the Company issued 6,860,000 shares of common stock for approximately $751 in cash.

 

During the three months ended May 31, 2025, the Company issued 3,415,152 shares of common stock for approximately $848 in cash.

 

On May 31, 2026, the Company had insufficient authorized and unissued shares to satisfy all its commitments to deliver shares. The Company’s sequencing policy resulted in the allocation of authorized and unissued shares in the following order at May 31, 2026 (i) warrants, and (ii) convertible notes payable and convertible note payable-related party. The sequence is based upon reclassifying securities with the earliest maturity date first. This sequencing and the lack of sufficient authorized shares resulted in the Company recording the conversion option of the warrants, convertible notes payable, and convertible note payable-Kopple as a derivative liability (see Note 8).

 

Stock Options

 

A summary of the Company’s stock option activity is as follows:

 

    Number of
Shares		     Exercise
Price		     Weighted
Average
Intrinsic
Value		  
Total options, February 28, 2026     4,000,000     $ 0.50     $         -  
Granted     -       -       -  
Exercised     -       -       -  
Expired     -       -       -  
Total options, May 31, 2026     4,000,000     $ 0.50     $ -  
Exercisable, May 31, 2026     4,000,000     $ 0.50     $ -  

 

There was no intrinsic value as of May 31, 2026, as the exercise prices of these options were greater than the market price of the Company’s stock. The exercise prices and information related to options under the 2011 Plan outstanding on May 31, 2026, are as follows:

 

Range of
Exercise Price		     Stock Options
Outstanding		     Stock Options
Exercisable		     Weighted
Average
Remaining
Contractual
Life		     Weighted
Average
Exercise Price
of Options
Outstanding		     Weighted
Average
Exercise Price
of Options
Exercisable		  
$ 0.50       4,000,000       4,000,000       8.00     $ 0.50     $ 0.50  

 

Warrants

 

A summary of the Company’s warrant activity is as follows: 

 

    Number of
Warrants		     Exercise
Price		  
Outstanding, February 28, 2026     6,451,664     $ 0.73  
Granted     -       -  
Exercised     -       -  
Expired                
Outstanding, May 31, 2026     6,451,664     $ 0.73  

 

There was no intrinsic value as of May 31, 2026, as the exercise prices of these warrants were greater than the market price of the Company’s stock. The exercise prices and information related to the warrants as of May 31, 2026, are as follows:

 

Range of
Exercise Price		     Stock Warrants
Outstanding		     Stock Warrants
Exercisable		     Weighted
Average
Remaining
Contractual
Life		     Weighted
Average
Exercise Price
of Warrants
Outstanding		     Weighted
Average
Exercise Price
of Warrants
Exercisable		  
$ 0.50       3,451,664       3,451,664       4.72     $ 0.50       0.50  
$ 1.00       3,000,000       3,000,000       0.94     $ 1.00     $ 1.00