Shareholders’ Deficit

6 Months Ended

Aug. 31, 2025

Shareholders’ Deficit [Abstract]

SHAREHOLDERS’ DEFICIT

NOTE 9 – SHAREHOLDERS’ DEFICIT

Common Stock

On August 31, 2025 and February 28, 2025, the Company had 150,000,000 shares of $0.0001 par value common stock authorized for issuance.

During the six months ended August 31, 2025, the Company issued 6,830,304 shares of common stock for approximately $1,697 in cash.

During the six-months ended August 31, 2024, the Company issued 6,952,363 shares of common stock for approximately $1,764 in cash. As part of the offering, the Company also granted certain investors warrants to purchase 3,000,000 shares of common stock. The warrants are fully vested, exercisable at $1.00 per share, and will expire in 3 years.

On August 31, 2025, there were insufficient authorized and unissued shares for the Company to satisfy all of its commitments to deliver shares. The Company’s sequencing policy resulted in the allocation of authorized and unissued shares in the following order at August 31, 2025 (i) Warrants, and (ii) Convertible Notes Payable and Convertible Notes Payable-Related Party (excluding the Convertible Note Payable-Kopple). The sequence is based upon reclassifying securities with the earliest maturity date first. This sequencing and the lack of sufficient authorized shares required the Company to classify the conversion option of the convertible note payable-Kopple as liabilities recorded at fair value at August 31, 2025 (see Note 8).

Stock Options

In October 2011, the Company’s shareholders approved the 2011 Director and Executive Officers Stock Option Plan (the “2011 Plan”). Under the 2011 Plan, the Company may grant options, or warrants, for up to 15% of the number of shares of Common Stock of the Company outstanding from time to time. Pursuant to this plan, the Board or a committee of the Board may grant an option to any person who is elected or appointed a director or executive officer of the Company. The exercise price of each option shall be at least equal to the fair market value of such shares on the date of grant, and the term of the options may not be greater than five years. A summary of the Company’s stock option activity is as follows:

	Number of Shares			Exercise Price		Weighted Average Intrinsic Value
(amounts in thousands, except share and per share data)
Total options, February 28, 2025		8,250,000		$	0.43	$	-
Granted		-			-		-
Exercised		-			-		-
Expired		(1,250,000	)		0.25		-
Total options, August 31, 2025		7,000,000		$	0.46	$	-
Exercisable, August 31, 2025		7,000,000		$	0.46	$	-

As of August 31, 2025, the intrinsic value as these stock options amounted to $15. The exercise prices and information related to options under the 2011 Plan outstanding on August 31, 2025, 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
$ 0.25 to $.50		7,000,000		7,000,000		5.16	$	0.46	$	0.46

Warrants

	Number of Warrants			Exercise Price
Outstanding, February 28, 2025		6,511,664		$	0.73
Granted		-			-
Exercised		-			-
Expired		(60,000	)		0.50
Outstanding, August 31, 2025		6,451,664		$	0.73

There was no intrinsic value as of August 31, 2025, 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 August 31, 2025, 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		5.47	$	0.50		0.50
$1.00		3,000,000		3,000,000		1.68	$	1.00	$	1.00