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Related Parties Transactions
3 Months Ended
May 31, 2021
Related Party Transactions [Abstract]  
RELATED PARTIES TRANSACTIONS

NOTE 6 – RELATED PARTIES TRANSACTIONS


Notes payable-related party, non-current - $3,000,000 on the condensed balance sheets as of May 31 and February 28, 2021 consists of the Breslow Note as described below:


Breslow Note


On January 24, 2017, the Company entered into a Debt Refinancing Agreement with Mr. Breslow, a former Director of the Company. Pursuant to the agreement, both Mr. Breslow and the Company acknowledged that total debt owed to Mr. Breslow was $23,872,614 including $8,890,574 of accrued interest. Mr. Breslow agreed to cancel and forgive all interest due, waive all events of default and sign a new five-year convertible note in the amount of $14,982,041 providing for no interest for six months and interest of 5% per annum thereafter payable monthly in arrears. The note also provides various default provisions. In accordance with the agreement, on February 14, 2018, the effective date of the 1-for-7 reverse stock split, $11,982,041 of the note was converted into 7,403,705 shares of common stock and the then accrued interest of $9,388,338 was forgiven. A new $3,000,000 convertible five-year note representing the remaining balance was entered into at a conversion rate of $1.40. The note bears interest at a rate of 5% per annum payable monthly in arrears with accrued interest of $450,719 and $412,911 recorded as accrued interest-related party (see Note 4) as of May 31 and February 28, 2021, respectively.


Notes payable and accrued interest-related party, current - $12,374,486 on the condensed balance sheet as of May 31, 2021 and $12,165,015 as of February 28, 2021 consists of the Kopple Notes, the Gagerman Note and the Jiangsu Shengfeng Note as set forth below:


Kopple Notes


As of May 31 and February 28, 2021, the principal amount owed to Robert Kopple (former Vice-Chairman of our Board) of $5,607,323 was unchanged. As of May 31, 2021, accrued interest of $5,917,869 was owed to Mr. Kopple for a total balance of $11,525,192. As of February 28, 2021, accrued interest of $5,710,464 was owed to Mr. Kopple for a total balance of $11,317,787.


On August 19, 2013, the Company entered into an agreement with Robert Kopple, a former member of its Board of Directors for the sale of $2,500,000 of convertible notes payable (the “Kopple Notes”) and warrants. The Kopple Notes carried a base interest rate of 9.5%, have a 4-year maturity date and were convertible into shares of common stock at the conversion price of $3.50 per share (conversion feature expired in 2017). The warrants were subsequently exercised. The Company recorded $667,118 as a discount, which has been fully amortized. The Company also entered into a demand note payable with this individual in the amount of $20,000, which bears interest at a rate of 5% per annum.


Gagerman Note


On May 31, 2021, the Gagerman note consisted of $82,000 of unsecured note payable plus accrued interest of $67,294 for a total owed to Melvin Gagerman of $149,294, the Company’s former CEO and CFO, pursuant to a demand note entered into on April 5, 2014. Interest accrues at 10% per annum. On February 28, 2021, the amount owed to Gagerman was $147,227.


Jiangsu Shengfeng Note


The Jiangsu Shengfeng non-interest-bearing promissory note of $700,000 was issued in connection with a return of a customer advance. This promissory note, dated November 20, 2019, is with the Company’s Chinese joint venture and consists of a payment plan pursuant to which the $700,000 would be paid over a 12-month period. The principal amount is classified as part of notes payable and accrued interest-related party, current, on the condensed balance sheets as of May 31 and February 28, 2021.