v3.25.2
Related Party Transactions
12 Months Ended
May 31, 2025
Related Party Transactions [Abstract]  
Related Party Transactions

Note 11 – Related Party Transactions

 

See Note 8 – Stockholders’ Deficiency – Common Stock for information about the issuance of shares of common stock to a related party.

 

See Note 10 for information respecting the lease of real property to the Company by one of its officers.

 

The Headway Loan (see Note 4) was guaranteed by a related party.

 

On August 3, 2022, the Company borrowed $15,000 from a related party. This loan is undocumented. The understanding between the Company and the related party is that it would make payments under the note as they became due. In the year ended May 31, 2024, the Company ceased making such payments. This note bears interest at the rate of 42.5% per annum and is to be repaid at the rate of $1,188 per month for 18 months. The Company believes that, at May 31, 2025, the outstanding balance of this loan, including interest, was $16,465 and that it is in default or has been written off by the lender.

 

On May 1, 2025, the Company made a promissory note in the principal amount of $340,855 in favor of John Jones and Barbara Kamienski (the “Jones Note”). This note bears interest at the rate of 2.5% per annum and is repayable in monthly installments of $8,521, beginning on May 31, 2025, until paid in full. Events of default included failure to pay principal or interest when due, breach of covenant, breach of representation and warranty, assignment for the benefit of creditors or appointment of a receiver, bankruptcy and cessation of operations. The Jones Note replaces promissory notes previously made by the Company in favor of Mr. Jones and Ms. Kamienski.

 

On April 26, 2024, the Company made a promissory note in the principal amount of $291,451 in favor of a related party, which had a maturity date of April 25, 2025, bore interest at the rate of 10% per annum and was repayable in 10 monthly installments of $29,145. Events of default include failure to pay principal or interest when due, breach of covenant, breach of representation and warranty, assignment for the benefit of creditors or appointment of a receiver, bankruptcy and cessation of operations. This note replaced promissory notes previously made by the Company in favor of the related party. This note was replaced by the Jones Note.

 

During the year ended May 31, 2025, and the year ended May 31, 2024, the Company received cash advances from related parties of $61,861 and $81,552, respectively, for use as working capital.

 

The balance of related party liabilities owed to certain shareholders totaled $623,474 and $518,287 at May 31, 2025, and May 31, 2024, respectively. The balance of related party receivables owed by certain shareholders totaled $9,155 and $0 at May 31, 2025, and May 31, 2024, respectively.