| CONVERTIBLE NOTES PAYABLE, RELATED PARTY |
NOTE 5 – CONVERTIBLE NOTES PAYABLE, RELATED PARTY
Convertible notes payable, related party consists
of the following at May 31, 2025 and 2024, respectively:
| Schedule of convertible notes payable, related party | |
May 31, | | |
May 31, | |
| | |
2025 | | |
2024 | |
| | |
| | |
| |
| On February 26, 2017, Sky Rover, which is owned and controlled by Mr. Pei, agreed to loan up to $20,000,000 to the Company, of which $8,000,000 was loaned on February 28, 2017. Sky Rover was issued an unsecured, 5%, convertible promissory note which is due on May 31, 2027 (as extended), and is, in whole or in part, at the option of the holder, convertible into common shares at any time before the due date, at a conversion price of $0.08 per share (subject to adjustment in the event of stock splits, forward splits, recapitalizations, a merger, etc.). At the option of the Company, the interest may also be paid by issuing restricted shares of common stock, at the same conversion price per share. On June 26, 2018, the Company repaid $4,000,000 of principal of this loan. In addition, Sky Rover converted $1,500,000 of principal of this loan into common shares at the conversion price of $0.08 per share into a total of 18,750,000 shares. Sky Rover waived accrued and unpaid interest of $363,904, which was credited to additional paid in capital. As of May 31, 2025, there is $1,033,303 of accrued interest due on this loan. | |
$ | 2,500,000 | | |
$ | 2,500,000 | |
| | |
| | | |
| | |
| On November 20, 2017, Sky Rover loaned an additional $8,000,000 to the Company. Sky Rover was issued an unsecured, 5%, convertible promissory note which is due on May 31, 2027 (as extended), and is, in whole or in part, at the option of the holder, convertible into common shares at any time before the due date, at a conversion price of $0.08 per share (subject to adjustment in the event of stock splits, forward splits, recapitalizations, a merger, etc.). At the option of the Company, the interest may also be paid by issuing restricted shares of common stock, at the same conversion price per share. As of May 31, 2025, there is $3,012,603 of accrued interest on this loan. | |
| 8,000,000 | | |
| 8,000,000 | |
| | |
| | | |
| | |
| Total convertible notes payable, related party | |
| 10,500,000 | | |
| 10,500,000 | |
| Less: current portion | |
| — | | |
| — | |
| Convertible notes payable, related party, less current portion | |
$ | 10,500,000 | | |
$ | 10,500,000 | |
If Sky Rover converts the remaining $10,500,000 of
principal on the Convertible Notes at the present conversion price of $0.08 per share into 131,250,000 shares, then those shares, plus
the 101,353,450 shares Mr. Pei currently owns, would give him beneficial ownership of 232,603,450 shares of the Company’s 238,733,450
then-issued and outstanding shares (assuming that no other shares are issued prior to conversion), which would approximate 97.4% of the
then-outstanding shares.
The Company recognized $525,000 and $526,439 of interest
expense on related party convertible notes for the years ended May 31, 2025 and May 31, 2024, respectively.
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