Convertible Notes Payable

12 Months Ended

Feb. 28, 2024

Note 7 - Convertible Notes Payable

(A)

On April 12, 2022, the Company entered into a Securities Purchase Agreement with Mast Hill Fund, L.P., in which Mast Hill purchased a promissory note, with a principal amount of $310,000 for a purchase price of $279,000 (the "Note"). The Note bears an original issue discount of $31,000,

and

interest of 12% per year and had an original maturity date of April 12, 2023 (the "Maturity Date").

On June 7, 2022, the Company entered into a second Securities Purchase Agreement with Mast Hill Fund, L.P., Pursuant to the June 7, 2022 Security Purchase Agreement, Mast Hill purchased a promissory note, with a principal amount of $310,000 for a purchase price of $279,000 (the “Note”). The Note bears an original issue discount of $31,000, each bear interest of 12% per year and had an original maturity date of June 7, 2023 (the “Maturity Date”).

On September 18, 2023, the Company entered into an amendment of both promissory. The outstanding principal balance of the notes increased by $40,891 and $40,023, respectively. The interest rate on both notes has been increased to 18% as a result of the amendment, and the maturity date has been extended to September 13, 2024. Because the fair value of consideration issued was greater than 10% of the present value of the remaining cash flows under the modified notes, the transaction was treated as a debt extinguishment and reissuance of new debt instruments pursuant to the guidance of ASC 470-50. A loss on debt extinguishment was recorded of $80,914 on the consolidated statement of operations. There was no change in fair value of the debt instruments subsequent to the amendment date, since the extinguishment transaction occurred on September 18, 2023.

The above notes are convertible into shares of the Company's common stock at conversion price of $0.037 per share, subject to adjustment as provided therein. The Company has the right to prepay the Note in full, including accrued but unpaid interest, without prepayment penalty provided an event of default, as defined therein, has not occurred. In the seven (7) trading days prior to any prepayment Mast Hill shall have the right to convert their Note into Common Stock of the Company in accordance with the terms of such Note. The Note contains events of defaults and certain negative covenants that are typical in the types of transactions contemplated by the Purchase Agreements.

Pursuant to the Purchase Agreements, the Company issued to Mast Hill 4,960,000 shares of the Company’s common stock (the “Commitment Shares”) as a condition to closing. Further, the Company entered into a Registration Rights Agreement (the “Registration Rights Agreement”) with Mast Hill, pursuant to which the Company is obligated to file a registration statement. On October 11, 2022, Mast Hill Fund agreed to extend the timeframes in section 2(a) of the Registration Rights Agreement dated April 12, 2022 until February 9, 2023, and to have the Registration Statement become effective on or before February 9, 2037.

The total interest expense and accrued interest on both the Mast Hill Fund promissory notes were

$129,877 and $164,924

respectively for the years ended February 28, 2024.

The total interest expense and accrued interest on both the Mast Hill Fund promissory notes were $60,244 and $60,243 respectively for the years ended February 28, 2023.

(B)

On January 17, 2024, the Company entered into a convertible promissory note with 1800 Diagonal Lending, LLC with the principal amount of $65,000

maturity date November 30, 2024

, and

interest at

rate of 12% per annum. The note

includes a

conversion discount of 35 % and the conversion price shall be determined on the basis of the average of three lowest trading price of Common stock during the ten trading days period and is limited to convert no more than 4.99% of the issued and outstanding Common Stock at time of conversion at any one time.

The total interest expense and accrued expense on the 1800 Diagonal Lending promissory note was

$919

for the year ended February 28, 2024.

As of February 28, 2024 and 2023 the balances of convertible notes payable were $766,419 and $594,804 respectively.