What changed in this filing

/stocks — the workspaceLOADING

Item 5. Market for Registrant’s Common Equity

2025-05-29 compared with 2024-05-28 · 100 added, 217 removed, 670 unchanged (32% of the section changed)

14 unchanged sentences

Fiscal Year Ended February 28, 2025:

Quarter ended February 29, 2024

Quarter ended

February 28, 2025

Quarter ended November 30,

47 unchanged sentences

5,000,000 to 100,000,000.

September 1, 2022, the Company as part of the afore-mentioned Incentive Stock Option Plan issued 100,000,000 shares to 64 employees.

The shares were issued with an exercise price of $0.02, vest after 4 years with a 5 year term having a fair value of $1,020,000.

the year ended February 28, 2023 the Company recorded $122,050 in stock-based compensation.

At February 28, 2023 there remains 95,725,000

options outstanding.

For the year ended February 29, 2024 the Company recorded $198,357 in stock-based compensation.

At February 28,

2023 there remains 95,725,000 options outstanding.

September 1, 2023, the Company as an addition to the afore-mentioned Incentive Stock Option Plan issued 114,217,035 shares to 48 employees.

the year ended February 28, 2025 the Company had the following common stock option activity:

the original 2021 plan, options to purchase 2,475,000 shares were forfeited due to employee terminations.

On the 2023 plan (see below)

3,963,404 options to purchase shares were forfeited due to employee terminations.

the year ended February 29, 2024 the Company had the following common stock option activity:

September 1, 2023, the Company as an addition to the afore-mentioned Incentive Stock Option Plan issued 114,217,035 shares to 48

The shares were issued with an exercise price of $0.02, vest after 4 years with a 5 year term having a fair value of $593,929

year ended February 29, 2024 the Company recorded $74,241 in stock-based compensation.

using the Black-Scholes model with assumptions described below:

value of Company’s common stock

free interest rate

Company recorded $74,241 in stock-based compensation on the 2023 plan which represents the current expense over the vesting period.

addition the company recorded $198,357 stock based compensation on the 2022 options , so for the year ended February 29, 2024 the Company

recorded a total of $272,599 in stock based compensation with a corresponding increase in paid up capital.

the original 2021 plan, options to purchase 21,275,000 shares were forfeited due to employee terminations

following table shows the number of shares of common stock that could be issued upon exercise of outstanding options and warrants, the

72 unchanged sentences

with respect to any of the foregoing.

C Convertible, Redeemable Preferred Stock

board of directors has designated 1,000 shares of Series B Convertible, Redeemable Preferred Stock with a par value of $0.001 per share.

As of the date of this report, there are 306 shares of Series C Preferred Stock outstanding.

The Series C Convertible Preferred Stock

are redeemable at $1,200 per share, rank in priority to common stock and common stock equivalents upon liquidation of the Company, have

voting rights on a converted basis and receives quarterly dividends of 12%.

Each holder may, after 180 days after issuance, at any time

and from time to time convert all, but not less than all, of their shares of Series C Convertible, Redeemable Preferred Stock into a

number of fully paid and nonassessable shares of common stock determined by dividing the redemption value by the Conversion Price.

Conversion price is equal to the lower of (1) a fixed price equaling the closing bid price of the Common Stock on the trading day immediately

preceding the date of the acquisition of the shares and (2) the lowest traded price of the Common Stock during the ten (10) calendar

days immediately preceding, but not including, the Conversion Date.

Following an event of default,” as defined in the Purchase

Agreement, the Conversion price shall equal the lower of:

(a) the then applicable Conversion Price;

or (b) a price per share equaling

eighty five percent (90%) of the lowest traded price for the Company’s common stock during the fifteen (10) Trading Days immediately

preceding, but not including, the Conversion Date.

Each share of Preferred Stock shall be entitled to receive, and the Corporation shall

pay, cumulative dividends of twelve percent (12%) per annum, payable quarterly, beginning on the Original Issuance Date and ending on

the date that such share of Preferred Share has been converted or redeemed.

Dividends may be paid in cash or in shares of Preferred Stock

at the discretion of the Company.

Any dividends that are not paid a shall continue to accrue and shall entail a late fee, which must

be paid in cash, at the rate of 14% per annum or the lesser rate permitted by applicable law which shall accrue and compound daily from

the dividend payment date through and including the date of actual payment in full.

On the one hundred eightieth day following the issue

date of this Preferred Stock the Company shall have the obligation to redeem all outstanding Series Preferred Shares for one hundred

nine and one half percent (109.5%) of the stated value, plus any accrued but unpaid dividends, plus all other amounts due to the Holder

pursuant to the Certificate of Designation and/or any Transaction Documents (“Redemption Date”).

Prior to the Redemption

Date, the Company at its discretion and on three (3) Trading Days’ written notice, may redeem all outstanding Preferred Shares

for one hundred nine and one half percent (109.5%) of the stated value, plus any accrued but unpaid dividends, plus all other amounts

due to the Holder pursuant to the Certificate of Designation and/or any Transaction Documents.

the date of issuance until the date no shares of Series C Preferred Stock are issued and outstanding, unless Holders of at least 75%

in Stated Value of the then outstanding shares of Preferred Stock shall have otherwise given prior written consent, the Corporation shall

not, and shall not permit any of the Subsidiaries to, directly or indirectly:

(a) other than Permitted Indebtedness, enter into, create,

incur, assume, guarantee or suffer to exist any indebtedness for borrowed money of any kind, including but not limited to, a guarantee,

on or with respect to any of its property or assets now owned or hereafter acquired or any interest therein or any income or profits

(b) other than Permitted Liens, enter into, create, incur, assume or suffer to exist any Liens of any kind, on or with respect

to any of its property or assets now owned or hereafter acquired or any interest therein or any income or profits therefrom;

its charter documents, including, without limitation, its articles of incorporation and bylaws, in any manner that materially and adversely

affects any rights of the Holder;

(d) repay, repurchase or offer to repay, repurchase or otherwise acquire of any shares of its Common

Stock, Common Stock Equivalents or Junior Securities, other than as to the Conversion Shares as permitted or required under the Transaction

(e) pay cash dividends or distributions on Junior Securities of the Corporation;

f) enter into any transaction with any Affiliate

of the Corporation which would be required to be disclosed in any public filing with the Commission, unless such transaction is made

on an arm’s-length basis and expressly approved by a majority of the disinterested directors of the Corporation (even if less than

a quorum otherwise required for board approval);

or(g) enter into any agreement with respect to any of the foregoing.

E Preferred Stock

414 unchanged sentences

Consideration

Shares Issued

March 3, 2021

Conversion of Series F Preferred Shares

Conversion of Series F Preferred

40 Series F shares converted

20 unchanged sentences

July 26, 2021

Common stock issued at previous day bid price per note conversion agreement

Convert a note payable including $275,000 of principal, $16,955 of interest, and $1,750 of fees

Common stock issued at previous day bid price per note

conversion agreement

Convert a note payable including $275,000 of principal,

$16,955 of interest, and $1,750 of fees

August 5, 2021

Common stock issued at previous day bid price per note conversion agreement

Convert a note payable including $550,000 of principal, and $55,000 of interest

September 16, 2021

Common stock issued pursuant to share purchase agreement at 85% VWAP over previous 5 day period

$0.03 per share for gross proceeds of $601,499 and net proceeds (after issuance costs) of $563,849

September 24, 2021

Common stock issued pursuant to share purchase agreement at 85% VWAP over previous 5 day period

$0.03 per share for gross proceeds of $770,141 and net proceeds (after issuance costs) of $691,336

October 7, 2021

Common stock issued pursuant to share purchase agreement at 92% VWAP over previous 3 day period

$0.02 per share for gross proceeds of $1,182,004 and net proceeds (after issuance costs) of $1,170,788

October 14, 2021

Common stock issued pursuant to share purchase agreement at 85% VWAP over previous 5 day period

$0.02 per share for gross proceeds of $1,155,997 and net proceeds (after issuance costs) of $1,090,557

Common stock issued at previous day bid price per note

conversion agreement

Convert a note payable including $550,000 of principal,

and $55,000 of interest

October 19, 2021

2 unchanged sentences

October 27, 2021

Common stock issued pursuant to share purchase agreement at 85% VWAP over previous 5 day period

$0.03 per share for gross proceeds of $2,708,457 and net proceeds (after issuance costs) of $2,600,119

October 27, 2021

Exercise of warrants

Cashless exercise of 47,014,925 warrants

November 11, 2021

Common stock issued pursuant to share purchase agreement at 92% VWAP over previous 3 day period

$0.03 per share for gross proceeds of $1,358,600 and net proceeds (after issuance costs) of $1,345,014

November 24, 2021

Common stock issued pursuant to share purchase agreement at 92% VWAP over previous 3 day period

$0.03 per share for gross proceeds of $1,016,515 and net proceeds (after issuance costs) of $1,006,349

January 3, 2022

Common stock issued pursuant to share purchase agreement at 85% VWAP over previous 10 day period

$0.01 per share for gross proceeds of $1,275,000 and net proceeds (after issuance costs) of $1,183,725

January 19, 2022

Common stock issued pursuant to share purchase agreement at 85% VWAP over previous 10 day period

$0.02 per share for gross proceeds of $1,697,110 and net proceeds (after issuance costs) of $1,577,312

March 1, 2021-February

Other registered sales

Number of shares outstanding

February 28, 2022*****

Common stock issued pursuant to share purchase agreement at 85% VWAP over previous 10 day period

$0.01 per share for gross proceeds of $1,412,700 and net proceeds (after issuance costs) of $1,312,811

Number of shares outstanding February 28, 2022*****

4,733,110,360

1 unchanged sentence

Shares Issued

April 6, 2022

Common stock issued pursuant to share purchase agreement at 85% VWAP over previous 10 day period

$0.01 per share for gross proceeds of $1,350,6500 and net proceeds (after issuance costs) of $1,255,104

Common stock issued pursuant to share purchase agreement at 85% VWAP over previous 10 day period

$0.01 per share for gross proceeds of $411,729 and net proceeds (after issuance costs) of $390,4761

Common stock issued pursuant to share purchase agreement at 85% VWAP over previous 10 day period

$0.01 per share for gross proceeds of $292,268 and net proceeds (after issuance costs) of $276,630

June 15, 2022

Common stock issued pursuant to share purchase agreement at 85% VWAP over previous 10 day period

$0.01 per share for gross proceeds of $317,845 and net proceeds (after issuance costs) of $300,927

June 27, 2022

Common stock issued pursuant to share purchase agreement at 85% VWAP over previous 10 day period

$0.01 per share for gross proceeds of $292,386 and net proceeds (after issuance costs) of $276,742

Common stock issued pursuant to share purchase agreement at 85% VWAP over previous 10 day period

$0.01 per share for gross proceeds of $221,755 and net proceeds (after issuance costs) of $209,643

July 11, 2022

2 unchanged sentences

July 21, 2022

Common stock issued pursuant to share purchase agreement at 85% VWAP over previous 10 day period

$0.01 per share for gross proceeds of $163,167 and net proceeds (after issuance costs) of $153,983

July 21, 2022

Exercise of warrants

1 unchanged sentence

August 31, 2022

Common stock issued pursuant to share purchase agreement at 85% VWAP over previous 10 day period

$0.009 per share for gross proceeds of $225,065 and net proceeds (after issuance costs) of $212,787

August 22, 2022

Common stock issued pursuant to share purchase agreement at 85% VWAP over previous 10 day period

$0.009 per share for gross proceeds of $225,065 and net proceeds (after issuance costs) of $212,787

August 30, 2022

Common stock issued pursuant to share purchase agreement at 92% VWAP over previous 3 day period

$0.009 per share for gross proceeds of $284,290 and net proceeds (after issuance costs) of $281,280

August 31, 2022

Cancellation of common stock

1 unchanged sentence

(17,116,894 )

September 7, 2022

Common stock issued pursuant to share purchase agreement at 85% VWAP over previous 10 day period

$0.008 per share for gross proceeds of $167,289 and net proceeds (after issuance costs) of $157,900

September 19, 2022

Common stock issued pursuant to share purchase agreement at 85% VWAP over previous 10 day period

$0.008 per share for gross proceeds of $147,542 and net proceeds (after issuance costs) of $139,140

September 30, 2022

Common stock issued pursuant to share purchase agreement at 85% VWAP over previous 5 day period

$0.007 per share for gross proceeds of $103,152 and net proceeds (after issuance costs) of $96,969

October 12, 2022

Common stock issued pursuant to share purchase agreement at 85% VWAP over previous 10 day period

$0.006 per share for gross proceeds of $80,278 and net proceeds (after issuance costs) of $75,240

October 20, 2022

Common stock issued pursuant to share purchase agreement at 85% VWAP over previous 10 day period

$0.006 per share for gross proceeds of $94,361 and net proceeds (after issuance costs) of $88,618

October 31, 2022

Common stock issued pursuant to share purchase agreement at 85% VWAP over previous 10 day period

$0.005 per share for gross proceeds of $89,237 and net proceeds (after issuance costs) of $83,750

November 9, 2022

Common stock issued pursuant to share purchase agreement at 85% VWAP over previous 10 day period

$0.005 per share for gross proceeds of $72,964 and net proceeds (after issuance costs) of $68,291

Consideration

Shares Issued

November 17, 2022

Common stock issued pursuant to share purchase agreement at 85% VWAP over previous 10 day period

$0.005 per share for gross proceeds of $80,548 and net proceeds (after issuance costs) of $75,496

November 22, 2022

Common stock issued pursuant to share purchase agreement at 85% VWAP over previous 10 day period

$0.006 per share for gross proceeds of $354,770 and net proceeds (after issuance costs) of $336,007

December 7, 2022

Common stock issued pursuant to share purchase agreement at 92% VWAP over previous 3 day period

$0.008 per share for gross proceeds of $231,840 and net proceeds (after issuance costs) of $228,840

December 9, 2022

Common stock issued pursuant to share purchase agreement at 85% VWAP over previous 10 day period

$0.006 per share for gross proceeds of $207,058 and net proceeds (after issuance costs) of $195,680

December 20, 2022

Common stock issued pursuant to share purchase agreement at 85% VWAP over previous 10 day period

$0.005 per share for gross proceeds of $139,080 and net proceeds (after issuance costs) of $131,102

December 29, 2022

Common stock issued pursuant to share purchase agreement at 85% VWAP over previous 10 day period

$0.005 per share for gross proceeds of $135,832 and net proceeds (after issuance costs) of $128,016

January 9, 2023

Common stock issued pursuant to share purchase agreement at 85% VWAP over previous 10 day period

$0.004 per share for gross proceeds of $123,603 and net proceeds (after issuance costs) of $116,397

January 17, 2023

Common stock issued pursuant to share purchase agreement at 85% VWAP over previous 10 day period

$0.005 per share for gross proceeds of $118,338 and net proceeds (after issuance costs) of $111,397

January 20, 2023

Common stock issued pursuant to share purchase agreement at 85% VWAP over previous 10 day period

$0.005 per share for gross proceeds of $214,971 and net proceeds (after issuance costs) of $203,197

January 27, 2023

Common stock issued pursuant to share purchase agreement at 85% VWAP over previous 10 day period

$0.005 per share for gross proceeds of $303,216 and net proceeds (after issuance costs) of $287,030

February 10, 2023

Common stock issued pursuant to share purchase agreement at 85% VWAP over previous 10 day period

$0.007 per share for gross proceeds of $387,943 and net proceeds (after issuance costs) of $367,521

February 10, 2023

Exercise of warrants

1 unchanged sentence

February 28, 2023

Common stock issued pursuant to share purchase agreement at 85% VWAP over previous 10 day period

$0.007 per share for gross proceeds of $652,837 and net proceeds (after issuance costs) of $619,170

February 22, 2023

Common stock issued pursuant to share purchase agreement at 85% VWAP over previous 10 day period

$0.006 per share for gross proceeds of $511,317 and net proceeds (after issuance costs) of 484,726

February 28, 2023

Common stock issued as penalty pursuant to share purchase agreement

Corresponding adjustment to paid in capital

February 28, 2023

Common stock issued pursuant to share purchase agreement at 85% VWAP over previous 10 day period

$0.005 per share for gross proceeds of $253,832 and net proceeds (after issuance costs) of $240,115

March 1, 2022-February 28, 2023

Other registered sales

Various prices

1,057,841,576

Number of shares outstanding February 28, 2023*****

2 unchanged sentences

Shares Issued

March 13, 2023

Common stock issued pursuant to share purchase agreement at 85% VWAP over previous 10 day period

$0.005 per share for gross proceeds of $161,778 and net proceeds (after issuance costs) of $152,664

March 23, 2023

Common stock issued pursuant to share purchase agreement at 85% VWAP over previous 10 day period

$0.005 per share for gross proceeds of $135,635 and net proceeds (after issuance costs) of $127,828

March 31, 2023

Common stock issued pursuant to share purchase agreement at 92% VWAP over previous 3 day period

$0.005 per share for gross proceeds of $117,378 and net proceeds (after issuance costs) of $110,484

April 12, 2023

Common stock issued pursuant to share purchase agreement at 85% VWAP over previous 10 day period

$0.004 per share for gross proceeds of $119,957 and net proceeds (after issuance costs) of $112,934

April 18, 2023

Common stock issued pursuant to share purchase agreement at 85% VWAP over previous 10 day period

$0.005 per share for gross proceeds of $151,915 and net proceeds (after issuance costs) of $143,294

April 26, 2023

Common stock issued pursuant to share purchase agreement at 85% VWAP over previous 10 day period

$0.005 per share for gross proceeds of $110,537 and net proceeds (after issuance costs) of $103,985

Common stock issued pursuant to share purchase agreement at 85% VWAP over previous 10 day period

$0.005 per share for gross proceeds of $93,123 and net proceeds (after issuance costs) of $87,442

Common stock issued pursuant to share purchase agreement at 85% VWAP over previous 10 day period

$0.005 per share for gross proceeds of $84,864 and net proceeds (after issuance costs) of $79,595

Common stock issued pursuant to share purchase agreement at 85% VWAP over previous 10 day period

$0.005 per share for gross proceeds of $101,796 and net proceeds (after issuance costs) of $95,681

Common stock issued pursuant to share purchase agreement at 85% VWAP over previous 10 day period

$0.005 per share for gross proceeds of $116,821 and net proceeds (after issuance costs) of $109,954

Common stock issued pursuant to share purchase agreement at 85% VWAP over previous 10 day period

$0.005 per share for gross proceeds of $206,391 and net proceeds (after issuance costs) of $195,046

Common stock issued for services

Shares having a fair value of $109,200

Common stock issued pursuant to share purchase agreement at 85% VWAP over previous 10 day period

$0.005 per share for gross proceeds of $688,795 and net proceeds (after issuance costs) of $653,331

June 13, 2023

Common stock issued pursuant to share purchase agreement at 85% VWAP over previous 10 day period

$0.008 per share for gross proceeds of $1,129,846 and net proceeds (after issuance costs) of $1,072,329

June 23, 2023

Common stock issued pursuant to share purchase agreement at 85% VWAP over previous 10 day period

$0.006 per share for gross proceeds of $482,713 and net proceeds (after issuance costs) of $457,552

July 24, 2023

Common stock issued pursuant to share purchase agreement at 85% VWAP over previous 10 day period

$0.006 per share for gross proceeds of $621,166 and net proceeds (after issuance costs) of $606,717

July 24, 2023

Common stock issued for services

3 unchanged sentences

Shares having a fair value of $44,460

July 27, 2023

Common stock issued pursuant to share purchase agreement at 85% VWAP over previous 10 day period

$0.005 per share for gross proceeds of $$634,182 and net proceeds (after issuance costs) of $620,473

August 14, 2023

Common stock issued pursuant to share purchase agreement at 85% VWAP over previous 10 day period

$0.005 per share for gross proceeds of $757,212 and net proceeds (after issuance costs) of $741,044

August 29, 2023

Common stock issued pursuant to share purchase agreement at 85% VWAP over previous 10 day period

$0.004 per share for gross proceeds of $658,880 and net proceeds (after issuance costs) of $644,678

September 21, 2023

Common stock issued pursuant to share purchase agreement at 85% VWAP over previous 10 day period

$0.003 per share for gross proceeds of $377,244 and net proceeds (after issuance costs) of $368,655

October 10, 2023

Common stock issued pursuant to share purchase agreement at 85% VWAP over previous 10 day period

$0.002 per share for gross proceeds of $282,315and net proceeds (after issuance costs) of $269,998

March 1, 2023-February 29, 2024

Other registered sales

Various prices

3,383,509,359

Number of shares outstanding February 29, 2024

9,238,750,958

Consideration

Shares Issued

October 25, 2023

Common stock issued pursuant to share purchase agreement at 85% VWAP over previous 10 day period

$0.002 per share for gross proceeds of

$272,093 and net proceeds (after issuance costs) of $ 260,185

November 9, 2023

Common stock issued pursuant to share purchase agreement at 85% VWAP over previous 10 day period

$0.002 per share for gross proceeds of

$255,392 and net proceeds (after issuance costs) of $244,151

November 24, 2023

Common stock issued pursuant to share purchase agreement at 92% VWAP over previous 3 day period

$0.002 per share for gross proceeds of $281,453 and net proceeds (after issuance costs) of $269,169

December 13, 2023

Common stock issued pursuant to share purchase agreement at 85% VWAP over previous 10 day period

$0.002 per share for gross proceeds of $1,007,152 and net proceeds (after issuance costs) of $965,841

August 8, 2024

Debt exchange

$200,000 in debt exchanged for common shares

December 16, 2024

Common stock issued pursuant to share purchase agreement at 85% VWAP over previous 10 day period

$0.002 per share for gross proceeds of $516,106 and net proceeds (after issuance costs) of $494,437

January 16, 2024

Common stock issued pursuant to share purchase agreement at 85% VWAP over previous 10 day period

$0.002 per share for gross proceeds of $775,600 and net proceeds (after issuance costs) of $743,451

February 1, 2024

Common stock issued pursuant to share purchase agreement at 85% VWAP over previous 10 day period

$0.002 per share for gross proceeds of $552,964 and net proceeds (after issuance costs) of $529,821

Debt exchange

$200,000 in debt exchanged for common shares

February 11, 2025

Common stock issued pursuant to share purchase agreement at 85% VWAP over previous 10 day period

$0.002 per share for gross proceeds of $589,667 and net proceeds (after issuance costs) of $565,055

Debt exchange

$162,000 in debt exchanged for common shares

March 1, 2024-February 28, 2025

Other registered sales

Various prices

4,979,636,877

Number of shares outstanding February 28, 2025

48 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 5. Market for Registrant’s Common Equity