Shareholders' Equity

3 Months Ended

May 31, 2021

Stockholders' Equity Note [Abstract]

SHAREHOLDERS’ EQUITY

NOTE 5 – SHAREHOLDERS’ EQUITY

Common Stock

During the three-months ended May 31, 2021, the Company issued approximately 1,865,000 shares of common stock for $283,000 in cash, respectively. During the three-months ended May 31, 2020 the Company issued approximately 1,358,000 shares of common stock for $235,000.

Employee Options and Warrants

The 2011 Director and Executive Officers Stock Option Plan

In October 2011, shareholders approved the 2011 Director and Executive Officers Stock Option Plan at the Company’s annual meeting. Under the 2011 Plan, the Company may grant options for up to 15% of the number of shares of Common Stock of the Company from time to time outstanding, with a contractual option term of five-years, and a vesting period not less than six-months and one day following date of grant. In the three-months ended May 31, 2020, the Board of Directors approved grants of 250,000 stock options to each board member for an aggregate of 1,250,000 options, with an exercise price of $0.25 per option and at a market price of $0.16 on March 19, 2020, the date of grant.

On February 25, 2021 and during the fourth quarter of Fiscal 2021, the Board approved the grant of 500,000 stock options to our president with an exercise price of $0.50, vesting in equal increments over a twelve-month period and a five-year contractual term. On December 10, 2020 and during the fourth quarter of Fiscal 2021, the Board approved aggregate grants of 1,000,000 stock options to the four other board members with an exercise price of $0.25, vesting in equal increments over a twelve-month period and a five-year contractual term. The following table provides the assumptions required to apply the Black-Scholes Merton option model to determine the fair value of the stock options as of the grant date:

	Options Issued During the Three-Months Ended May 31, 2021			Options Issued During the Three-Months Ended February 28, 2021
Exercise Price	$	0.50		$	0.25-$0.50
Share Price	$	0.27		$	0.24-$0.35
Volatility %		226	%		226	%
Risk-Free Rate		0.27	%		0.16%-0.34	%
Expected Term (yrs)		2.80			2.80
Dividend Rate		0	%		0	%

The aggregate fair value of the 1,250,000 options granted in March 2020 is approximately $194,000, or $0.155 per option, with $77,599 recorded as part of sales, general and administration expense during the three months ended May 31, 2020.

The aggregate fair value of the 1,500,000 options granted in December 2020 and February 2021 is approximately $382,500, or $0.255 per option, with $146,300 recorded as part of sales, general and administration expense during the three months ended May 31, 2021.

The following tables provide additional information regarding stock options outstanding and exercisable under the 2011 Director and Executive Officers Stock Option Plan for the three-months ended May 31, 2021:

Directors and Officers 2011 plan

	Number of Options		Exercise Price		Weighted Average Intrinsic Value
Outstanding, February 28, 2021		3,790,001	$	0.60	$	225,000
Granted		-		-		-
Exrecised		-		-		-
Cancelled		-		-		-
Outstanding, May 31, 2021		3,790,001	$	0.60	$	225,000

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 Optipons Exercisable
$	0.25 to $1.40		3,790,001		2,831,668		3.48	$	0.60	$	0.51

Warrants

Historically, warrants have been issued to investors and others for services and enticements to invest funds with the Company. Generally, these warrants fully vest immediately or within a 90-day period from the date of grant and have an expiration date of five-years from the date of grant. With grants dated prior to Fiscal 2021, an exercise price of $1.40 has been used with all warrants. No warrants were issued in the three-months ended May 31, 2021.

Activity in issued and outstanding warrants is as follows for the three-months ended May 31, 2021:

	Number of Warrants		Exercise Price
Outstanding, February 28, 2021	5,662,272	$	1.40
Granted	-		-
Exrecised	-		-
Cancelled	-		-
Outstanding, May 31, 2021	5,662,272	$	1.40

Other information related to the warrants outstanding and exercisable as of May 31, 2021 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
$	1.40		5,662,272		5,662,272		1.48	$	1.40	$	1.40