Document And Entity Information
Document And Entity Information | 3 Months Ended |
May 31, 2022 shares | |
Document Information [Line Items] | |
Entity Central Index Key | 0001295961 |
Amendment Flag | false |
Current Fiscal Year End Date | --02-28 |
Document Fiscal Year Focus | 2022 |
Document Fiscal Period Focus | Q1 |
Document Type | 10-Q |
Document Quarterly Report | true |
Document Period End Date | May 31, 2022 |
Document Transition Report | false |
Entity File Number | 333-225892 |
Entity Registrant Name | Quantum Energy, Inc. |
Entity Incorporation, State or Country Code | NV |
Entity Tax Identification Number | 98-0428608 |
Entity Address, Address Line One | 3805 Rockbottom |
Entity Address, City or Town | North Las Vegas |
Entity Address, State or Province | NV |
Entity Address, Postal Zip Code | 89030 |
City Area Code | 702 |
Local Phone Number | 323-6455 |
Title of 12(b) Security | Common stock, $0.001 Par Value |
Trading Symbol | QEGY |
Entity Current Reporting Status | Yes |
Entity Interactive Data Current | Yes |
Entity Filer Category | Non-accelerated Filer |
Entity Small Business | true |
Entity Emerging Growth Company | true |
Entity Ex Transition Period | false |
Entity Shell Company | false |
Entity Common Stock, Shares Outstanding | 49,491,498 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets (Current Period Unaudited) - USD ($) | May 31, 2022 | Feb. 28, 2022 |
Current Assets | ||
Cash | $ 6,533,299 | $ 6,366,730 |
Loan to MP Special Purposes Corporation Corporation-Related Party | 500,000 | 0 |
Work in Progress | 118,358 | 118,358 |
Cash on Hand (Deposit) | 100,000 | 0 |
Total Current Assets | 7,251,657 | 6,485,088 |
Property and Equipment, Net | 51,458 | 0 |
Deposits - Related Party | 13,855,000 | 12,005,000 |
Total Assets | 21,158,115 | 18,490,088 |
Current Liabilities | ||
Accounts Payable and Accrued Expenses | 171,171 | 166,080 |
Accounts Payable and Accrued Expenses - Related Parties | 218,273 | 217,584 |
Common Stock Payable - for Contracts/Agreements | 1,936,518 | 1,990,107 |
Common Stock Payable - Deposits Received on Subscription Agreements | 18,703,046 | 18,515,734 |
Promissory Notes Payable | 67,980 | 76,305 |
Promissory Notes Payable - Related Parties | 41,715 | 41,715 |
Total Current Liabilities | 21,138,703 | 21,007,525 |
Stockholders' Deficit | ||
Total Liabilities | 21,138,703 | 21,007,525 |
Preferred Stock Class D - $0.001 Par; 1,500,000 Shares Authorized, 918,000 and 915,000 Issued and Outstanding, Respectively | 918 | 915 |
Common Stock - $0.001 Par; 495,000,000 Shares Authorized, 139,138 and 332,324 Issued; 139,138 and 146,228 Outstanding, Respectively | 139 | 332 |
Additional Paid-In-Capital | 65,023,312 | 11,488,700 |
Accumulated Deficit | (65,004,957) | (14,007,198) |
Treasury Stock; -0- and 186,096 Shares, Respectively at Par $0.001 | 0 | (186) |
Total Stockholders' Equity (Deficit) | 19,412 | (2,517,437) |
Total Liabilities and Stockholders' Equity (Deficit) | $ 21,158,115 | $ 18,490,088 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Current Period Unaudited)-parentheticals (Parentheticals) - $ / shares | May 31, 2022 | Feb. 28, 2022 |
Preferred Stock, Shares Authorized (in shares) | 5,000,000 | |
Common Stock, Par or Stated Value Per Share (in dollars per share) | $ 0.001 | $ 0.001 |
Common Stock, Shares Authorized (in shares) | 495,000,000 | 495,000,000 |
Common Stock, Shares, Outstanding, Ending Balance (in shares) | 139,138 | 146,228 |
Common Stock, Shares, Issued (in shares) | 139,138 | 332,324 |
Treasury Stock, Shares, Total (in shares) | 0 | 186,096 |
Series D Preferred Stock [Member] | ||
Preferred Stock, Par or Stated Value Per Share (in dollars per share) | $ 0.001 | $ 0.001 |
Preferred Stock, Shares Authorized (in shares) | 1,500,000 | 1,500,000 |
Preferred Stock, Shares Issued (in shares) | 918,000 | 918,000 |
Preferred Stock, Shares Outstanding, Ending Balance (in shares) | 915,000 | 915,000 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | |
May 31, 2022 | May 31, 2021 | |
Sales | $ 0 | $ 0 |
Cost of Goods Sold | 0 | 0 |
Gross Profit | 0 | 0 |
Operating Expenses [Abstract] | ||
General and Administrative | 575,960 | 335,139 |
Management Fees and Consulting | 25,506 | 0 |
Professional Fees | 964,998 | 333,090 |
Total Operating Expenses | 1,566,464 | 668,229 |
Loss Before Other Income and (Expense) | (1,566,464) | (668,229) |
Other Income and (Expense) | ||
Gain on Debt Settlement | 0 | 140,395 |
Common Stock Payable, Unrealized Gain | 4,014,631 | 648,473 |
Interest Expense | (776) | (3,368) |
Total Other Income and (Expense) | 4,013,855 | 785,500 |
Income Before Income Tax Expense | 2,447,391 | 117,271 |
Income Tax Expense | 0 | 0 |
Net Income for the Period | $ 2,447,391 | $ 117,271 |
Weighted Average Number of Common Shares - Basic and Diluted (in shares) | 142,343 | 323,277 |
Net Income for the Period Per Common Shares - Basic and Diluted (in dollars per share) | $ 17.19 | $ 0.36 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 3 Months Ended | |
May 31, 2022 | May 31, 2021 | |
Cash Flows from Operating Activities | ||
Net Income for the Period | $ 2,447,391 | $ 117,271 |
Non-Cash Adjustments: | ||
Depreciation | 1,942 | 0 |
Preferred Stock Issued for Consulting Services | 89,458 | 0 |
Common Stock Payable for Consulting Services | 24,611 | 0 |
Unrealized Gain on Common Stock Payable | (4,014,631) | (648,473) |
Gain on Debt Settlement | 0 | (140,395) |
Changes in Assets and Liabilities: | ||
Escrow | 500,000 | 0 |
Work In Progress | 0 | 63,000 |
Accounts Payable and Accrued Expenses | 5,091 | 14,596 |
Accounts Payable and Accrued Expenses - Related Parties | 689 | 1,499 |
Net Cash Flows Used In Operating Activities | (1,945,449) | (718,502) |
Cash Flows from Investing Activities | ||
Cash Disbursement for Notes Receivable | (100,000) | 0 |
Purchase of Property & Equipment | (53,400) | 0 |
Deposits - Related Party | (1,850,000) | (2,430,000) |
Net Cash Flows Used In Investing Activities | (2,003,400) | (2,430,000) |
Cash Flows from Financing Activities | ||
Proceeds from Stock Subscription | 4,123,743 | 2,600,342 |
Repayment of Note Payable | (8,325) | 0 |
Repayment of Convertible Note Payable | 0 | (67,500) |
Net Cash Flows Provided By Financing Activities | 4,115,418 | 2,532,842 |
Cash, Cash Equivalents, Restricted Cash, and Restricted Cash Equivalents, Period Increase (Decrease), Including Exchange Rate Effect, Total | 166,569 | (615,660) |
Cash - Beginning of Period | 6,366,730 | 1,969,508 |
Cash - End of Period | 6,533,299 | 1,353,848 |
Cash Paid During the Period for: | ||
Interest | 675 | 2,500 |
Income Taxes | $ 0 | $ 0 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements Of Changes In Stockholders' Deficit For The Three Ended May 31, 2022 and 2021 - Unaudited - USD ($) | Preferred Stock [Member] | Common Stock [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Treasury Stock [Member] | Total |
Balance (in shares) at Feb. 28, 2021 | 0 | 323,277 | 0 | |||
Balance at Feb. 28, 2021 | $ 0 | $ 323 | $ 11,497,849 | $ (19,848,297) | $ 0 | $ (8,350,125) |
Net Income for the Period | $ 0 | $ 0 | 0 | 117,271 | $ 0 | 117,271 |
Balance (in shares) at May. 31, 2021 | 0 | 323,277 | 0 | |||
Balance at May. 31, 2021 | $ 0 | $ 323 | 11,497,849 | (19,731,026) | $ 0 | (8,232,854) |
Balance (in shares) at Feb. 28, 2022 | 915,000 | 332,324 | (186,096) | |||
Balance at Feb. 28, 2022 | $ 915 | $ 332 | 64,933,850 | (67,452,348) | $ (186) | (2,517,437) |
Net Income for the Period | $ 0 | $ 0 | 0 | 2,447,391 | $ 0 | 2,447,391 |
Issuance of Preferred Stock (in shares) | 2,750 | 0 | 0 | |||
Issuance of Preferred Stock | $ 3 | $ 0 | 89,455 | 0 | $ 0 | 895 |
Reclass of Treasury Stock (in shares) | 0 | (186,096) | 186,096 | |||
Reclass of Treasury Stock | $ 0 | $ (186) | $ 186 | 0 | ||
Purchase of Treasury Stock (in shares) | 0 | (7,090) | ||||
Purchase of Treasury Stock | $ 0 | $ (7) | (7) | 0 | ||
Purchase of Treasury Stock | $ 0 | $ 7 | 7 | 0 | ||
Balance (in shares) at May. 31, 2022 | 917,750 | 139,138 | 0 | |||
Balance at May. 31, 2022 | $ 918 | $ 139 | $ 65,023,312 | $ (65,004,957) | $ 0 | $ 19,412 |
Note 1 - Nature of Operations
Note 1 - Nature of Operations | 3 Months Ended |
May 31, 2022 | |
Notes to Financial Statements | |
Nature of Operations [Text Block] | NOTE 1 - NATURE OF OPERATIONS QUANTUM ENERGY INC. (“the Company”) was incorporated under the name “Boomers Cultural Development Inc.” under the laws of the State of Nevada on February 5, 2004. On May 18, 2006, the Company changed its name to Quantum Energy, Inc. The Company is a development stage diversified holding company with an emphasis in land holdings, refinery and fuel distribution. The Company is domiciled in the Unites States of America and trades on the OTC market under the symbol QEGY. |
Note 2 - Significant Accounting
Note 2 - Significant Accounting Policies | 3 Months Ended |
May 31, 2022 | |
Notes to Financial Statements | |
Significant Accounting Policies [Text Block] | NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES Principles of Consolidation The consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries FTPM Resources Ltd. and Dominion Energy Processing Group, Inc. after elimination of the intercompany accounts and transactions. Use of Estimates The preparation of financial statements in conformity with generally accepted accounting principles in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Risks and uncertainties The Company’s operations are subject to significant risks and uncertainties, including financial, operational, technological and other risks associated with operating an emerging business, including the potential risk of business failure. Cash and cash equivalents The Company considers all highly liquid investments with original maturities of three months or less when acquired to be cash equivalents. Fair value of financial instruments The Company's financial instruments include cash and cash equivalents, promissory notes payable, and promissory notes payable - related parties. All instruments are accounted for on a cost basis, which, due to the short maturity of these financial instruments, approximates fair value at May 31, 2022 and February 28, 2022, respectively. When required to measure assets or liabilities at fair value, the Company uses a fair value hierarchy based on the level of independent, objective evidence surrounding the inputs used. The Company determines the level within the fair value hierarchy in which the fair value measurements in their entirety fall. The categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. Level 1 uses quoted prices in active markets for identical assets or liabilities, Level 2 uses significant other observable inputs, and Level 3 uses significant unobservable inputs. The amount of the total gains or losses for the period are included in earnings that are attributable to the change in unrealized gains or losses relating to those assets and liabilities still held at the reporting date. At May 31, 2022 and February 28, 2022, the Company had no Long-Lived Assets The Company reviews long-lived assets which include a deposit on land purchase for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Events relating to recoverability may include significant unfavorable changes in business conditions or a forecasted inability to achieve break-even operating results over an extended period. The Company evaluates the recoverability of long-lived assets based upon forecasted undiscounted cash flows and reports any impairment at the lower of the carrying amount or the fair value less costs to sell. Stock-based Compensation The Company estimates the fair value of options to purchase common stock using the Black-Scholes model, which requires the input of some subjective assumptions. These assumptions include estimating the length of time stock options will be held before they are exercised (“expected life”), the estimated volatility of the Company’s common stock price over the expected term (“volatility”), forfeiture rate, the risk-free interest rate and the dividend yield. Changes in the subjective assumptions can materially affect the estimate of fair value of stock-based compensation. Options granted have a ten-year Related Parties In accordance with ASC 850 “Related Party Disclosure”, a party is considered to be related to the Company if the party directly or indirectly or through one or more intermediaries, controls, is controlled by, or is under common control with the Company. Related parties also include principal owners of the Company; its directors, officers, and management; members of the immediate families of principal owners of the Company and its management; and other parties with which the Company may deal with if one party controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests. New Accounting Pronouncements The Company has implemented all new accounting pronouncements that are in effect and is evaluating any that may impact its financial statements, including the new lease standard. The Company does not have any leases and does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations. |
Note 3 - Going Concern
Note 3 - Going Concern | 3 Months Ended |
May 31, 2022 | |
Notes to Financial Statements | |
Substantial Doubt about Going Concern [Text Block] | NOTE 3 GOING CONCERN These consolidated financial statements have been prepared in accordance with U.S. GAAP to a going concern, which assumes that the Company will be able to meet its obligations and continue its operations for the next twelve months. As shown in the accompanying financial statements, the Company has incurred operating losses since inception. As of May 31, 2022 and February 28, 2022, the Company has limited financial resources with which to achieve the objectives and obtain profitability and positive cash flows. As shown in the accompanying consolidated balance sheets and consolidated statements of operations, the Company has an accumulated deficit at May 31, 2022 and February 28, 2022 and a working capital deficit at February 28, 2022. Achievement of the Company's objectives will be dependent upon the ability to obtain additional financing, generate revenue from current and planned business operations, and control costs. The Company plans to fund its future operations by joint venturing, obtaining additional financing from investors, and/or lenders, and attaining additional commercial revenue. However, there is no assurance that the Company will be able to achieve these objectives, therefore substantial doubt about its ability to continue as a going concern exists. |
Note 4 - Earnings Per Share
Note 4 - Earnings Per Share | 3 Months Ended |
May 31, 2022 | |
Notes to Financial Statements | |
Earnings Per Share [Text Block] | NOTE 4 EARNINGS PER SHARE Basic Earnings Per Share (“EPS”) is computed as net income (loss) available to common stockholders divided by the weighted average number of common shares outstanding for the period. Diluted EPS reflects the potential dilution that could occur from common shares issuable through stock options and warrants. The dilutive effect of outstanding securities as of May 31, 2022 and February 28, 2022, respectively, would be as follows: May 31, 2022 February 28, 2022 Warrants — 1,925,000 TOTAL POSSIBLE DILUTION — 1,925,000 At February 28, 2022 the effect of the Company's outstanding options and warrants would have been anti-dilutive. |
Note 5 - Property and Equipment
Note 5 - Property and Equipment | 3 Months Ended |
May 31, 2022 | |
Notes to Financial Statements | |
Property, Plant and Equipment Disclosure [Text Block] | NOTE 5 PROPERTY and EQUIPMENT Property and equipment consisted of the following at May 31, 2022 and February 28, 2022: May 31, 2022 February 28 2022 Trailer $ 53,400 $ — Less: Accumulated Depreciation (1,942 ) — Net Property and Equipment $ 51,458 $ — Depreciation expense for the three months ended May 31, 2022 and 2021 was $1,942 and $ -0- |
Note 6 - Other Assets
Note 6 - Other Assets | 3 Months Ended |
May 31, 2022 | |
Notes to Financial Statements | |
Other Assets Disclosure [Text Block] | NOTE 6 - OTHER ASSETS Work in Progress Work in progress consists of partially manufactured and raw rare earth metal products used in production in the amount of $118,358 at May 31, 2022 and February 28, 2022. Deposits – Related Party Deposits – Related Party consist of deposits made to a related party that share board members of the Company. A with a letter of intent signed on October 12,2021 calls for the purchase of shares of common stock of the related party to obtain a majority stake at $2.10 for up to eighteen (18) months with closing on December 15, 2022. The letter of intent is non-binding and if the majority shares are not obtained the deal is terminated and the money is refunded. Hence, the classification of deposits of $12,005,000 at February 28, 2022. The Company is expecting to acquire majority ownership by the closing date along with deposits of $13,855,000 as of May 31, 2022. |
Note 7 - Promissory and Convert
Note 7 - Promissory and Convertible Notes Payable | 3 Months Ended |
May 31, 2022 | |
Notes to Financial Statements | |
Debt Disclosure [Text Block] | NOTE 7 PROMISSORY and CONVERTIBLE NOTES PAYABLE The Company’s outstanding notes payable are summarized as follows: May 31, 2022 February 28, 2022 0% unsecured note payable - December 2013, due on demand $ 2,000 $ 2,000 0% unsecured note payable - November 2015, due on demand 980 980 8% unsecured note payable - October 2018, due on demand –– 5,000 6% unsecured note payable – April 2019, due on demand –– 3,325 8% unsecured notes payable - October 2019, due on demand 65,000 65,000 Total Notes Payable $ 67,980 $ 76,305 Interest expense for the three months ended May 31, 2022 and 2021 was $686 and $1,913, respectively. |
Note 8 - Promissory Notes Payab
Note 8 - Promissory Notes Payable, Related Party and Other Related Party Transactions | 3 Months Ended |
May 31, 2022 | |
Notes to Financial Statements | |
Related Party Transactions Disclosure [Text Block] | NOTE 8 PROMISSORY NOTES PAYABLE, RELATED PARTY AND OTHER RELATED PARTY TRANSACTIONS The Company’s outstanding notes payable, related party are summarized as follows: May 31, 2022 February 28, 2022 6% unsecured note payable – April 2019, due on demand 15,825 15,825 6% unsecured note payable – April 2019, due on demand 15,890 15,890 8% unsecured note payable - October 2019, due on demand 10,000 10,000 TOTAL $ 41,715 $ 41,715 Interest expense for the three months ended May 31, 2022 and 2021 was $90 and $1,455, respectively. Starting January 1, 2019, the Company began accruing a monthly management fee of $15,000 due to an advisory company owned by Andrew J. Kacic, the Company’s former chief executive officer (“CEO”). During the year ended February 28, 2019, the Company recognized management fees of $30,000 under this agreement which amount is included in “Accounts payable and accrued liabilities, related parties” on the consolidated balance sheet at February 28, 2019. Since February 28, 2019, no $107,868 Certain officers, directors and other related parties of the Company have paid various expenses on behalf of the Company. Balances due to the officers, directors and a related company for reimbursement of these expenses were $198,803 at May 31, 2022 and February 2022, respectively, which amounts are included in “Accounts payable and accrued liabilities - related parties” on the consolidated balance sheets. |
Note 9 - Common Stock Payable
Note 9 - Common Stock Payable | 3 Months Ended |
May 31, 2022 | |
Notes to Financial Statements | |
Common Stock Payable - Contracts/Agreements and Deposits Received on Subscription Agreements [Text Block] | NOTE 9 COMMON STOCK PAYABLE Common Stock Payable – for Contracts/Agreements Common stock payable for contracts/agreements consist of 1 million shares owed to Raul Factor per the joint venture agreement (Note 11) and 1 million shares owed to landlord for rent at February 28, 2021. On June 7, 2021, 6,667 shares were issued to the landlord. These shares were adjusted to its fair value of $600,000 on June 7, 2021, and $150,000 was recognized as unrealized gain on that date. The Company also recognized a gain on the issuance of these shares in the amount of $360,000. At May 31, 2022 and February 28, 2022, the fair value of the remaining shares owed to Raul Factor were adjusted to its fair value of $ 301,800 50,000 Common Stock Payable – Deposits Received on Subscriptions Agreements Common stock payable for deposits received on stock subscription agreements consist of 48,898,440 shares owed to various investors who have paid for these shares. At February 28, 2022, the fair value of the these shares were adjusted to its fair value of $18,515,734 based on the closing price of the stock on that date. The Company recognized unrealized gain (loss) on common stock payable of $10,096,456 and $ (5,748,276) (4,014,631) |
Note 10 - Common Stock
Note 10 - Common Stock | 3 Months Ended |
May 31, 2022 | |
Notes to Financial Statements | |
Stockholders' Equity Note Disclosure [Text Block] | NOTE 10 COMMON STOCK Common stock The Company is authorized to issue 495,000,000 shares of its common stock with a par value of $0.001 per share. All shares of common stock are equal to each other with respect to voting, liquidation, dividend, and other rights. Owners of shares are entitled to one On February 23, 2022, the board of directors approved a 150 to 1 reverse stock split. The reverse has been retrospectively accounted for at March 1, 2020 in the statements of changes in stockholders’ deficit. Preferred stock The Company is authorized to issue 5,000,000 shares of its preferred stock with a no Treasury Stock During year ended February 28, 2022, the Company bought back 27,914,411 shares of its common stock in the amount of $813,261 and placed it in treasury. On February 23, 2022, the board of directors approved a 150 to 1 reverse stock split. The reverse has been retrospectively accounted for at March 1, 2020 in the statements of changes in stockholders’ deficit. |
Note 11 - Warrants
Note 11 - Warrants | 3 Months Ended |
May 31, 2022 | |
Notes to Financial Statements | |
Warrants and Rights [Text Block] | NOTE 11 - WARRANTS The following is a summary of the Company’s warrants issued and outstanding: May 31, 2022 February 28, 2022 Warrants Price (a) Warrants Price (a) Beginning balance 1,925,000 $ .25 2,925,000 $ .25 Issued — — — — Exercised — — — — Expired (1,925,000 ) — (1,000,000 ) — Ending balance — $ 0.00 1,925,000 $ .25 (a) Weighted average exercise price per shares |
Note 12 - Other Matters - Joint
Note 12 - Other Matters - Joint Venture | 3 Months Ended |
May 31, 2022 | |
Notes to Financial Statements | |
Other Matters [Text Block] | NOTE 12 OTHER MATTERS- Joint Venture Private Placement – Raul Factor Pursuant to (2) two prior License and Operating Agreements, the principals of Raul Factor BV agreed to provide an aggregate of $200,000 (USD) to purchase an aggregate of 1,000,000 units of Quantum at a price of $0.20 per Unit, (for an aggregate of 1,000,000 shares of the Company’s common stock plus 18 month warrants to purchase an aggregate of 1,000,000 shares of the Company’s common stock at a price of $0.25 per share. Pursuant to these transactions, the Company agreed to use $150,000 of the proceeds from the sale of the Units to purchase the distribution rights of EES-E and EETC and in turn the Company would assign such distribution rights to EES-E and EETC respectively. Also, Raul Factor agreed to invest the required reasonable funding as determined by the board of directors of EETC for the startup, working capital, specific module development and required 6 months of economic demonstration of carpet and artificial turf into energy or value-added products for EETC. Also, EES agreed to contribute its module technologies developed by or available via license agreements from others to EES further on to EES-E via license agreements conforming to the terms set forth in these License and Operating Agreements. Raul Factor also agreed to fund additional capital requirements. At the date of this report, while the $200,000 was received from Raul Factor, the stock has yet to be issued. As of May 31, 2022 and February 28, 2022, the stock was valued at $301,800 and $380,000 utilizing the closing prices on May 31, 2022 and February 28, 2022. Also, as part of the transactions contemplated by these agreements: (i) the stock purchase warrant issued on November 20, 2016, to Kevin Holinaty to purchase 500,000 shares of the Company’s common stock (“Warrant No. 002”) was amended to extend the exercise period of the warrant through May 19, 2021 and to change the exercise price to $0.25 per share; (ii) the stock purchase warrant issued to Kevin Holinaty issued on June 9, 2017, and amended on March 15, 2018, to purchase 250,000 shares of the Company’s common stock (“Warrant No. 003”) was amended to extend the exercise period to December 9, 2021, and to change the exercise price to $0.25 per share; (iii) the stock purchase warrant issued to Haaye de Jong to purchase 250,000 shares of the Company’s common stock was amended to extend the exercise period to December 9, 2021, and to change the exercise price to $0.25 per share; (iv) the Company issued a warrant to Kevin Holinaty to purchase 500,000 shares of the common stock at a price of $0.25 per share, which warrant has an exercise period until December 20, 2020; (v) the Company issued a warrant to Haaye de Jong to purchase 500,000 shares of the common stock at a price of $0.25 per share, which warrant has an exercise period until December 20, 2020. (See Note 10). The sale of the Units and the warrants to Kevin Holinaty and Haaye de Jong, the principals of Raul Factor, who have represented that they are “accredited investors” and non-U.S. citizens and in offshore transactions, was made in reliance on Rule 506 of Regulation D and on Regulation S. |
Note 13 - Risks and Uncertainti
Note 13 - Risks and Uncertainties | 3 Months Ended |
May 31, 2022 | |
Notes to Financial Statements | |
Risks and Uncertainties [Text Block] | NOTE 13 RISKS and UNCERTAINTIES Coronavirus Impact (COVID-19) Due to the recent outbreak of the coronavirus reported in many countries worldwide, local and federal governments have issued travel advisories, canceled large scale public events and closed schools. In addition, companies have begun to cancel conferences and travel plans and require employees to work from home. Global financial markets have also experienced extreme volatility and disruptions to capital and credit markets. We are unable to predict the impact of the coronavirus on our operations at this time. Adverse events such as health-related concerns about working in our offices, the inability to travel, potential impact on our business partners and customers, and other matters affecting the general work and business environment could harm our business and delay the implementation of our business strategy. The adverse events may also adversely impact our ability to raise capital or to continue as a going concern. We continue to monitor the recent outbreak of the coronavirus on our operations. Suprock Litigation On December 10, 2021, the Company filed an action against the Suprock Parties in the United States District Court of the State of Nevada. (See: 2:21-cv-02184-JAD-BNW Quantum Energy Inc. v. PCS Advisors LLC et al). The complaint alleges breach of implied covenant of good faith & fair dealing, unjust enrichment, and breach of contract. The Company is seeking the return of the shares of its common stock and monetary damages. |
Significant Accounting Policies
Significant Accounting Policies (Policies) | 3 Months Ended |
May 31, 2022 | |
Accounting Policies [Abstract] | |
Consolidation, Policy [Policy Text Block] | Principles of Consolidation |
Use of Estimates, Policy [Policy Text Block] | Use of Estimates |
Risks and Uncertainties [Policy Text Block] | Risks and uncertainties |
Cash and Cash Equivalents, Policy [Policy Text Block] | Cash and cash equivalents |
Fair Value of Financial Instruments, Policy [Policy Text Block] | Fair value of financial instruments no |
Property, Plant and Equipment, Policy [Policy Text Block] | Long-Lived Assets |
Share-Based Payment Arrangement [Policy Text Block] | Stock-based Compensation ten-year |
Related Parties [Policy Text Block] | Related Parties |
New Accounting Pronouncements, Policy [Policy Text Block] | New Accounting Pronouncements |
Note 4 - Earnings Per Share (Ta
Note 4 - Earnings Per Share (Tables) | 3 Months Ended |
May 31, 2022 | |
Notes Tables | |
Schedule of Earnings Per Share, Basic and Diluted [Table Text Block] | May 31, 2022 February 28, 2022 Warrants — 1,925,000 TOTAL POSSIBLE DILUTION — 1,925,000 |
Note 5 - Property and Equipme_2
Note 5 - Property and Equipment (Tables) | 3 Months Ended |
May 31, 2022 | |
Notes Tables | |
Property, Plant and Equipment [Table Text Block] | May 31, 2022 February 28 2022 Trailer $ 53,400 $ — Less: Accumulated Depreciation (1,942 ) — Net Property and Equipment $ 51,458 $ — |
Note 7 - Promissory and Conve_2
Note 7 - Promissory and Convertible Notes Payable (Tables) | 3 Months Ended |
May 31, 2022 | |
Notes Tables | |
Schedule of Debt [Table Text Block] | May 31, 2022 February 28, 2022 0% unsecured note payable - December 2013, due on demand $ 2,000 $ 2,000 0% unsecured note payable - November 2015, due on demand 980 980 8% unsecured note payable - October 2018, due on demand –– 5,000 6% unsecured note payable – April 2019, due on demand –– 3,325 8% unsecured notes payable - October 2019, due on demand 65,000 65,000 Total Notes Payable $ 67,980 $ 76,305 |
Note 8 - Promissory Notes Pay_2
Note 8 - Promissory Notes Payable, Related Party and Other Related Party Transactions (Tables) | 3 Months Ended |
May 31, 2022 | |
Notes Tables | |
Schedule of Related Party Transactions [Table Text Block] | May 31, 2022 February 28, 2022 6% unsecured note payable – April 2019, due on demand 15,825 15,825 6% unsecured note payable – April 2019, due on demand 15,890 15,890 8% unsecured note payable - October 2019, due on demand 10,000 10,000 TOTAL $ 41,715 $ 41,715 |
Note 11 - Warrants (Tables)
Note 11 - Warrants (Tables) | 3 Months Ended |
May 31, 2022 | |
Notes Tables | |
Schedule of Stockholders' Equity Note, Warrants or Rights [Table Text Block] | May 31, 2022 February 28, 2022 Warrants Price (a) Warrants Price (a) Beginning balance 1,925,000 $ .25 2,925,000 $ .25 Issued — — — — Exercised — — — — Expired (1,925,000 ) — (1,000,000 ) — Ending balance — $ 0.00 1,925,000 $ .25 |
Note 2 - Significant Accounti_2
Note 2 - Significant Accounting Policies (Details Textual) - USD ($) $ in Thousands | 3 Months Ended | |
May 31, 2022 | Feb. 28, 2022 | |
Maximum [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award, Expiration Period (Year) | 10 years | |
Fair Value, Recurring [Member] | ||
Assets, Fair Value Disclosure, Total | $ 0 | $ 0 |
Liabilities, Fair Value Disclosure, Total | $ 0 | $ 0 |
Note 4 - Earnings Per Share - D
Note 4 - Earnings Per Share - Dilutive Effect of Outstanding Securities (Details) | 3 Months Ended |
May 31, 2021 shares | |
Warrants (in shares) | 1,925,000 |
TOTAL POSSIBLE DILUTION (in shares) | 1,925,000 |
Note 5 - Property and Equipme_3
Note 5 - Property and Equipment (Details Textual) - USD ($) | 3 Months Ended | |
May 31, 2022 | May 31, 2021 | |
Depreciation, Total | $ 1,942 | $ 0 |
Note 5 - Property, Plant and Eq
Note 5 - Property, Plant and Equipment - Property, Plant and Equipment (Details) - USD ($) | May 31, 2022 | Feb. 28, 2022 |
Less: Accumulated Depreciation | $ (1,942) | $ 0 |
Net Property and Equipment | 51,458 | 0 |
Trailer [Member] | ||
Trailer | $ 53,400 | $ 0 |
Note 6 - Other Assets (Details
Note 6 - Other Assets (Details Textual) - USD ($) | May 31, 2022 | Feb. 28, 2022 | Oct. 12, 2021 |
Inventory, Work in Process, Gross | $ 118,358 | $ 118,358 | |
Related Party Purchase of Shares Agreement, Price Per Share (in dollars per share) | $ 2.10 | ||
Deposits Assets, Noncurrent | $ 13,855,000 | $ 12,005,000 |
Note 7 - Promissory and Conve_3
Note 7 - Promissory and Convertible Notes Payable (Details Textual) - USD ($) | 3 Months Ended | |
May 31, 2022 | May 31, 2021 | |
Interest Expense, Total | $ 776 | $ 3,368 |
Unsecured Debt [Member] | ||
Interest Expense, Total | $ 686 | $ 1,913 |
Note 7 - Promissory and Conve_4
Note 7 - Promissory and Convertible Notes Payable - Summary of Outstanding Notes Payable (Details) - USD ($) | May 31, 2022 | Feb. 28, 2022 |
Promissory notes payable | $ 67,980 | $ 76,305 |
The 0 Percent Unsecured Note Payable Issued December 2013 [Member] | ||
Promissory notes payable | 2,000 | 2,000 |
The 0 Percent Unsecured Note Payable Issued November 2015 [Member] | ||
Promissory notes payable | 980 | 980 |
The 8 Percent Unsecured Note Payable Issued October 2018 [Member] | ||
Promissory notes payable | 5,000 | |
The 6 Percent Promissory Notes Issued April 2019 [Member] | ||
Promissory notes payable | 3,325 | |
The 8 Percent Promissory Notes Issued October 2019 [Member] | ||
Promissory notes payable | $ 65,000 | $ 65,000 |
Note 8 - Promissory Notes Pay_3
Note 8 - Promissory Notes Payable, Related Party and Other Related Party Transactions (Details Textual) - USD ($) | 1 Months Ended | 3 Months Ended | 12 Months Ended | 39 Months Ended | ||||
Jan. 01, 2019 | Jan. 31, 2022 | May 31, 2022 | May 31, 2021 | Feb. 28, 2022 | May 31, 2022 | Nov. 30, 2021 | Feb. 28, 2021 | |
Interest Expense, Total | $ 776 | $ 3,368 | ||||||
Accounts Payable, Related Parties, Current | 218,273 | $ 217,584 | $ 218,273 | |||||
Advisory Company Owned by Former CEO [Member] | ||||||||
Interest Expense, Total | 90 | $ 1,455 | ||||||
Related Party Transaction, Monthly Management Fee | $ 15,000 | |||||||
Due to Related Parties, Current, Total | 30,000 | |||||||
Related Party Transaction, Amounts of Transaction | $ 88,000 | |||||||
Related Party Transaction, Disputed Amount | 150,000 | 150,000 | ||||||
Accounts Payable, Related Parties, Current | 107,868 | $ 198,803 | 198,803 | 198,803 | $ 107,868 | $ 17,868 | ||
Notes Receivable, Related Parties, Current | 64,300 | |||||||
Interest Payable, Current | $ 16,573 | |||||||
Increase (Decrease) in Accounts Payable, Related Parties | 80,873 | |||||||
Advisory Company Owned by Former CEO [Member] | Professional Fees [Member] | ||||||||
Increase (Decrease) in Accounts Payable, Related Parties | $ (19,868) | |||||||
Advisory Company Owned by Former CEO [Member] | Management Fee [Member] | ||||||||
Related Party Transaction, Amounts of Transaction | $ 0 |
Note 8 - Promissory Notes Pay_4
Note 8 - Promissory Notes Payable, Related Party and Other Related Party Transactions - Outstanding Notes Payable, Related Party (Details) - USD ($) | May 31, 2022 | Feb. 28, 2022 |
Promissory Notes Payable - Related Parties | $ 41,715 | $ 41,715 |
The 6 Percent Promissory Notes Issued April 2019 [Member] | ||
Promissory Notes Payable - Related Parties | 15,825 | 15,825 |
The Second 6 Percent Promissory Notes Issued April 2019 [Member] | ||
Promissory Notes Payable - Related Parties | 15,890 | 15,890 |
The 8 Percent Promissory Notes Issued October 2019 [Member] | ||
Promissory Notes Payable - Related Parties | $ 10,000 | $ 10,000 |
Note 9 - Common Stock Payable (
Note 9 - Common Stock Payable (Details Textual) - USD ($) | 3 Months Ended | 12 Months Ended | |||
Jun. 07, 2021 | May 31, 2022 | May 31, 2021 | Feb. 28, 2022 | Feb. 28, 2021 | |
Common Stock Payable, Shares, Contract Agreements (in shares) | 3,424,934 | 3,354,037 | |||
Common Stock Payable, Contract Agreements, Fair Value of Shares | $ 600,000 | $ 1,634,718 | $ 1,610,107 | ||
Common Stock Payable, Contract Agreements, Unrealized Gain | 150,000 | 78,200 | $ 50,000 | ||
Common Stock Payable, Gain on Issuance of Shares | $ 360,000 | ||||
Common Stock Payable Current for Contracts Agreements Current | 1,936,518 | 1,990,107 | |||
Common Stock Payable, Deposits Received on Subscriptions Agreements, Unrealized Gain | $ 10,096,456 | ||||
Common Stock Payable, Deposits Received on Subscriptions Agreements, Unrealized Loss | 4,014,631 | $ 5,748,276 | |||
Raul Factor [Member] | |||||
Common Stock Payable, Shares, Contract Agreements (in shares) | 1,000,000 | ||||
Common Stock Payable Current for Contracts Agreements Current | $ 301,800 | $ 380,000 | |||
Landlord [Member] | |||||
Common Stock Payable, Shares, Contract Agreements (in shares) | 1,000,000 | ||||
Stock Issued During Period, Shares, New Issues (in shares) | 6,667 | ||||
Various Investors [Member] | |||||
Common Stock, Shares Subscribed but Unissued (in shares) | 48,898,440 | ||||
Common Stock Payable, Deposit Received on Subscription Agreements, Fair Value of Shares | $ 18,515,734 |
Note 10 - Common Stock (Details
Note 10 - Common Stock (Details Textual) | 3 Months Ended | 12 Months Ended | |
Feb. 23, 2022 Rate | May 31, 2022 USD ($) $ / shares shares | Feb. 28, 2022 USD ($) $ / shares shares | |
Common Stock, Shares Authorized (in shares) | 495,000,000 | 495,000,000 | |
Common Stock, Par or Stated Value Per Share (in dollars per share) | $ / shares | $ 0.001 | $ 0.001 | |
Common Stock, Voting Rights, Number of Votes Per Share | 1 | ||
Stockholders' Equity Note, Stock Split, Conversion Ratio (Rate) | 150 | ||
Preferred Stock, Shares Authorized (in shares) | 5,000,000 | ||
Preferred Stock, No Par Value (in dollars per share) | $ / shares | $ 0 | ||
Preferred Stock, Voting Rights, Number of Votes Per Share | 100 | ||
Share Price (in dollars per share) | $ / shares | $ 3,253 | $ 0.59 | |
Treasury Stock, Shares, Acquired (in shares) | 27,914,411 | ||
Treasury Stock, Value, Acquired, Par Value Method | $ | $ 813,261 | ||
Series D Preferred Stock [Member] | |||
Preferred Stock, Shares Authorized (in shares) | 1,500,000 | 1,500,000 | |
Preferred Stock [Member] | Series D Preferred Stock [Member] | |||
Stock Issued During Period, Shares, Issued for Services (in shares) | 2,750 | 915,000 | |
Stock Issued During Period, Value, Issued for Services | $ | $ 89,458 | $ 53,985,000 | |
Reverse Stock Split [Member] | |||
Stockholders' Equity Note, Stock Split, Conversion Ratio (Rate) | Rate | 15,000% |
Note 11 - Warrants - Summary of
Note 11 - Warrants - Summary of Warrants Issued and Outstanding (Details) - $ / shares | 3 Months Ended | 12 Months Ended |
May 31, 2022 | Feb. 28, 2022 | |
Beginning balance (in shares) | 1,925,000 | 2,925,000 |
Beginning balance, exercise price (in dollars per share) | $ 0.25 | $ 0.25 |
Expired (in shares) | (1,925,000) | (1,000,000) |
Ending balance, exercise price (in dollars per share) | $ 0 | $ 0.25 |
Ending balance (in shares) | 0 | 1,925,000 |
Note 12 - Other Matters - Joi_2
Note 12 - Other Matters - Joint Venture (Details Textual) - USD ($) | 12 Months Ended | ||||
Jul. 11, 2019 | Feb. 28, 2022 | May 31, 2022 | Feb. 28, 2021 | Jul. 08, 2019 | |
Class of Warrant or Right, Exercise Price of Warrants or Rights (in dollars per share) | $ 0.25 | $ 0 | $ 0.25 | ||
Common Stock Payable Current for Contracts Agreements Current | $ 1,990,107 | $ 1,936,518 | |||
EES - E and EETC [Member] | |||||
License and Operating Agreement, Aggregate Purchase Price, Licensing and Distribution | $ 150,000 | ||||
Warrants to Purchase Restricted Shares Issued to RF [Member] | |||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights (in shares) | 1,000,000 | ||||
Class of Warrant or Right, Exercise Price of Warrants or Rights (in dollars per share) | $ 0.25 | ||||
Warrant Issued to Mr. Haaye de Jong [Member] | |||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights (in shares) | 250,000 | ||||
Warrants Issued to Mr. Haaye de Jong in June 2019 [Member] | |||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights (in shares) | 500,000 | ||||
Class of Warrant or Right, Exercise Price of Warrants or Rights (in dollars per share) | $ 0.25 | ||||
Warrants Issued to Mr. Kevin Holinaty in June 2019 [Member] | |||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights (in shares) | 500,000 | ||||
Class of Warrant or Right, Exercise Price of Warrants or Rights (in dollars per share) | $ 0.25 | ||||
Raul Factor BV [Member] | |||||
Proceeds from Issuance or Sale of Equity, Total | $ 200,000 | ||||
Equity Offering, Units Issued or Issuable (in shares) | 1,000,000 | ||||
Equity Offering, Units Issued, Price Per Share (in dollars per share) | $ 0.20 | ||||
Stock Issued During Period, Shares, New Issues (in shares) | 1,000,000 | ||||
Raul Factor [Member] | |||||
Proceeds from Issuance or Sale of Equity, Total | $ 200,000 | ||||
Common Stock Payable Current for Contracts Agreements Current | $ 380,000 | $ 301,800 | |||
Mr. Kevin Holinaty [Member] | Warrant No. 002 [Member] | |||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights (in shares) | 500,000 | ||||
Class of Warrant or Right, Exercise Price of Warrants or Rights (in dollars per share) | $ 0.25 | ||||
Mr. Kevin Holinaty [Member] | Warrant No. 003 [Member] | |||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights (in shares) | 250,000 | ||||
Class of Warrant or Right, Exercise Price of Warrants or Rights (in dollars per share) | $ 0.25 |