STOCKHOLDERS’ DEFICIT

12 Months Ended

May 31, 2025

Equity [Abstract]

STOCKHOLDERS’ DEFICIT

NOTE 10 – STOCKHOLDERS’ DEFICIT

Share Based Compensation 

There were no option grants in fiscal year 2025. Option grants totaling 1,100,000 shares issued under the Laredo Oil, Inc. 2011 Equity Incentive Plan expired and were cancelled, leaving 20,000,000 shares underlying option grants as of May 31, 2025 at a weighted average exercise price of $0.061 per share.

In fiscal year 2024, the Company made two option grants to the Chief Executive Officer. One grant for the purchase of 1,000,000 shares of Company’s common stock at a price of $0.066 per share was made on December 13, 2023 and the second option grant for the purchase of 3,925,000 shares of Company’s common stock at a price of $0.06 per share was made on November 27, 2023. The options vested completely at time of grant.

The Company made grants of options for the purchase of 15,075,000 shares of the Company’s common stock, at a price of $0.06 per share, during the first quarter of fiscal year 2024. The grants were issued under the Laredo Oil, Inc. 2023 Equity Incentive Plan, which became effective with the filing of a Registration Statement on Form S-8 on June 14, 2023. Except for an option to purchase 1,100,000 shares of common stock, at a price of $0.38 per share, the 4,825,000 options previously granted under the Laredo Oil, Inc. 2011 Equity Incentive Plan were terminated and replaced by grants under the new incentive plan.

Options to purchase 650,000 shares of common stock at a price of $0.19 per share were granted during the first quarter of fiscal year 2023. The options vested immediately and expire on June 2, 2032. Option grants for the purchase of 1,600,000 shares of common stock at a price of $0.074 per share were made during the first quarter of fiscal year 2022. The options vest monthly over three years beginning August 1, 2021 and expire on August 1, 2031. These options were canceled on June 29, 2023.

The Black-Scholes option pricing model is used to estimate the fair value of options granted under our stock incentive plan.

The fair value of the stock option grants, as of the respective grant date, during the year ending May 31, 2024 amounted to approximately $1,006,156. No options were granted during the year ending May 31, 2025. The weighted average assumptions used in calculating these values were based on the following:

	2024
Risk-free interest rate	3.99%
Expected dividend yield	0%
Expected volatility	281.3%
Expected life of options	5.0 years

The risk-free interest rate is based upon the U.S. Treasury interest rate in effect at the time of grant for a bond with a similar term. The Company does not anticipate declaring dividends in the foreseeable future. Volatility is estimated based on the historical share prices over the same period as the expected life of the stock options. The Company uses the simplified method for determining the expected term of its stock options. 

The Company recorded share-based compensation for stock option grants totaling $0 and $1,006,156 in general, selling and administrative expense during the year ended May 31, 2025 and 2024, respectively.

Stock Options

As of May 31, 2025 and 2024, there were no unvested and unrecognized shares.

The following table summarizes information about options granted during the years ended May 31, 2025 and 2024:

	Number of Shares			Weighted Average Exercise Price
Balance, May 31, 2023		5,925,000		$	0.16
Options granted and assumed		20,000,000			0.06
Options expired		-			-
Options cancelled, forfeited		(4,825,000	)		0.16
Options exercised		-			-
Balance, May 31, 2024		21,100,000		$	0.08
Options granted and assumed		-			-
Options expired		(1,100,000	)		0.38
Options cancelled, forfeited		-			-
Options exercised		-			-
Balance, May 31, 2025		20,000,000		$	0.06

All stock options are exercisable upon vesting. As of May 31, 2025 and 2024, respectively there were 20,000,000 and 21,100,000 vested options outstanding at a weighted average exercise price of $0.06 and $0.08, respectively.

Restricted Stock 

During fiscal year 2025, the Company sold 2,894,490 shares of common stock to accredited investors at an average price of $0.437 per share for gross proceeds of $1,265,200. As of May 31, 2025, proceeds totaling $50,000 were recorded as stock payable as the 116,279 related shares of common stock have not been issued. There were no finder’s fees related to the sales of the shares. The Shares have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements under the Securities Act.

Warrants

Warrants to purchase 200,000 shares of common stock at a strike price of $0.43 per share were issued with the placement of a $200,000 short-term demand note bearing interest at 12% per annum. The grant date fair value of the stock warrants during the year ending May 31, 2025 totaled $21,835. The Black-Scholes option pricing model is used to estimate the fair value of warrants granted. The weighted average assumptions used in calculating the estimated fair value included a 4.0% risk free interest rate, a 0% expected dividend yield, a 95.6% expected volatility and a 2 year expected life. See Note 13.

During fiscal year ending May 31, 2024, the Company issued 1,000,000 warrants to purchase common stock at a strike price of $0.06 per share and 260,870 warrants to purchase common stock at a strike price of $0.23 per share. The grant date fair value of the stock warrants during the year ending May 31, 2024 totaled $96,768. The Black-Scholes option pricing model is used to estimate the fair value of warrants granted. The weighted average assumptions used in calculating these values included a 3.98% risk free interest rate, a 0% expected dividend yield, a 278.1% expected volatility and a 5 year expected life.