STOCKHOLDERS’ DEFICIT | NOTE 12 — STOCKHOLDERS’ DEFICIT Preferred Stock The Company is authorized to issue up to 10,000,000 0.001 preferred stock may be divided into and issued in designated series from time to time by one or more resolutions adopted by the Board of Directors. The directors in their sole discretion shall have the power to determine the relative powers, preferences, and rights of each series of preferred stock. With the filing of the Company’s Second Amended and Restated Articles of Incorporation with the Washington Secretary of State in May 2022, the Company no longer has any preferred stock shares. The Company has only one class of stock and that is common stock. Series A Convertible Preferred Stock The Company has designated 2,400,000 10,000,000 0.001 1,399,765 100 The terms of the Series A Preferred are disclosed in the Company’s Amended and Restated Articles of Incorporation. Conversion of Series A Preferred to the Company’s Common Stock by the accredited investors relies upon an exemption from registration provided by Section 3(a)(9) of the Securities Act of 1933 relating to securities exchanged by the issuer with its existing security holders exclusively where no commission or other remuneration is paid or given directly or indirectly for soliciting such exchange. During the twelve months ended February 28, 2022, the Company proposed to all 56 remaining Series A shareholders, who had not previously converted to the Company’s common stock, the conversion of their Series A shares into three shares of the Company’s common stock. Included with this proposal, the Company offered to pay any accrued Series A dividend, on a pro rata basis, with 1,100,000 shares of common stock. In order for the conversion to occur and the dividend to be paid, a majority of the Series A shares had to vote to accept the conversion proposal. With a majority of 53.6%, the outstanding shares voted in favor of the conversion and dividend issuance. There were 46.4% of the outstanding shares who chose to vote no; not to vote or had their notices of the conversion vote returned to the Company as an invalid address. As a result of the affirmative vote, 709,568 2,128,704 1,100,000 2,449,979 The following is a summary of the rights and preferences of the Series A Preferred. Conversion: At February 28, 2022, there were no shares issued and outstanding that had not been converted into our Common Stock. As of February 28, 2021, there were 44 690,197 2,070,591 The conversions of Series A Preferred that have occurred since the Series A Preferred was first issued in July 2006 are set forth in the table below. Stockholders’ Deficit - Schedule of Conversions of Series A Preferred Stock Fiscal Period Shares of Series A Preferred Converted to Common Stock Shares of Common Stock Issued from Conversion Number of Accredited Investors Year Ended February 29, 2008 102,300 306,900 10 Year Ended February 28, 2009 237,000 711,000 12 Year Ended February 28, 2010 51,900 155,700 4 Year Ended February 28, 2011 102,000 306,000 4 Year Ended February 29, 2012 — — — Year Ended February 28, 2013 18,000 54,000 2 Year Ended February 28, 2014 151,000 453,000 9 Year Ended February 28, 2015 3,000 9,000 1 Year Ended February 29, 2016 10,000 30,000 1 Year Ended February 28, 2017 — — — Year Ended February 28, 2018 14,997 44,991 1 Year Ended February 28, 2019 — — — Year Ended February 29, 2020 — — — Year Ended February 28, 2021 — — — Year Ended February 28, 2022 709,568 2,128,704 56 Totals 1,399,765 4,199,295 100 Dividends: Holders of Series A Preferred shall be paid dividends, in the amount of 6% of the original purchase price per annum. Dividends may be paid in cash or Common Stock at the discretion of the Company. Dividends are cumulative from the date of the final closing of the private placement, whether or not in any dividend period or periods we have assets legally available for the payment of such dividends. Accumulations of dividends on shares of Series A Preferred do not bear interest. Dividends are payable upon declaration by the Board of Directors. During the twelve months ended February 28, 2022, all accumulated dividends of $ 2,449,979 1,100,000 Cumulative dividends earned for each twelve month period since issuance are set forth in the table below: Stockholders’ Deficit - Schedule of Preferred Stock Dividends Earned Fiscal Year Ended Shareholders at Period End Accumulated Dividends February 28, 2007 100 $ 155,311 February 29, 2008 90 242,126 February 28, 2009 78 209,973 February 28, 2010 74 189,973 February 28, 2011 70 173,707 February 29, 2012 70 163,624 February 28, 2013 68 161,906 February 28, 2014 59 151,323 February 28, 2015 58 132,634 February 29, 2016 57 130,925 February 28, 2017 57 130,415 February 28, 2018 56 128,231 February 28, 2019 56 127,714 February 29, 2020 56 128,063 February 28, 2021 56 127,714 February 28, 2022 — 96,340 $ 2,449,979 At a special meeting of shareholders on May 20, 2022 the Company’s shareholders approved the Second Amended and Restated Articles of Incorporation, which eliminates the classification of the Series A Preferred. Common Stock The Company is authorized to issue up to 200,000,000 0.001 67,802,273 60,491,122 Common Stock Balance Par Value Common stock, Issued and Outstanding, February 28, 2019 51,532,364 Share issuances during the twelve months ended February 29, 2020 2,000,000 $ 2,000 Common stock, Issued and Outstanding, February 29, 2020 53,532,364 Share issuances during the twelve months ended February 28, 2021 6,958,758 $ 6,959 Common stock, Issued and Outstanding, February 28, 2021 60,491,122 Shares issued for Series A Preferred conversion 2,128,704 $ 2,129 Shares issued for Series A accumulated dividend 1,100,000 $ 1,100 Shares issued for debt conversion of accrued salaries 1,397,880 $ 1,398 Shares issued for debt conversion of accrued directors fees 317,708 $ 318 Shares issued for conversion of 12% Note principal and interest – related party 1,144,415 $ 1,144 Shares issued for investment principal in production revenue program 1,222,444 $ 1,222 Common stock, Issued and Outstanding, February 28, 2022 67,802,273 During the twelve months ended February 28, 2022, there were 7,311,151 7,311,151 4,082,447 3,228,704 2,449,979 6,958,758 27,835 All shares of Common Stock are equal to each other with respect to voting, liquidation, dividend and other rights. Owners of shares of Common Stock are entitled to one vote for each share of Common Stock owned at any shareholders’ meeting. Holders of shares of Common Stock are entitled to receive such dividends as may be declared by the Board of Directors out of funds legally available therefore; and upon liquidation, are entitled to participate pro rata in a distribution of assets available for such a distribution to shareholders. There are no conversion, preemptive, or other subscription rights or privileges with respect to any shares of our Common Stock. Our stock does not have cumulative voting rights, which means that the holders of more than 50% of the shares voting in an election of directors may elect all of the directors if they choose to do so. In such event, the holders of the remaining shares aggregating less than 50% would not be able to elect any directors. At a special meeting of shareholders on May 20, 2022 the Company’s shareholders approved an increase in the number of authorized common stock shares to 500,000,000 200,000,000 |