v3.26.1
NOTES PAYABLE
3 Months Ended
Feb. 28, 2026
Debt Disclosure [Abstract]  
NOTES PAYABLE

NOTE 6 – NOTES PAYABLE

 

A. Scott Dockter – Chief Executive Officer

 

On August 31, 2017, the Company issued a note in the amount of $197,096 to A. Scott Dockter, Chief Executive Officer and a director of the Company, to consolidate the total amounts due to Mr. Dockter. The note bears interest at 6% and is due upon demand. Total interest expense on the note was $0 for the three months ended February 28, 2026 and 2025. The balance on the note was $0 as of February 28, 2026, and November 30, 2025. There was $42,263 of accrued interest as of February 28, 2026, and November 30, 2025.

 

Bridge loans – J.J. Astor & Co.

 

On July 10, 2025, the Company entered into a $53,000 bridge loan with J.J. Astor & Co (“J.J. Astor”). The note bears interest at 30% during the ten-month term of the loan. The loan is to be paid in forty weekly installments of $1,722.50 beginning the week after funding of the loan.

 

On July 28, 2025, the Company entered into a $650,000 bridge loan with J.J. Astor. The bridge loan was guaranteed by a lien on property owned by Dockter Farms LLC. Dockter Farms LLC is owned by A. Scott Dockter, the Company’s chief executive officer. The note has a debt discount of $219,000. The loan is to be paid in eight weekly installments of $8,125.00 and thirty-two weekly installments of $18,281.25 beginning the week after funding of the loan. 750,000 shares of common stock of the Company are to be issued. The loan also provides for the issuance of an additional 750,000 shares of common stock of the Company if the market price of the common stock is not in excess of $0.50 per share following ninety days from the funding date. $65,455 of the loan was used to pay the balance of the July 10, 2025 $53,000 bridge loan with J.J. Astor. The net balance of the bridge loan of $446,442 at February 28, 2026 consists of $495,104 of the bridge loan less $48,662 in debt discounts. The loan was considered in default by J.J. Astor on November 11, 2025 due to payments not made. A default fee of $98,312 and default interest through November 30, 2025 of $6,141 were charged. In addition, J.J. Astor charged the Company a fee of $40,000 to allow the bridge loan with Vanquish Funding Group, Inc. (“Vanquish”). Total default interest of $27,369 has been charged from November 2025 through February 28, 2026.

 

Bridge loan – Vanquish Funding Group

 

On September 24, 2025, the Company entered into a $137,816 bridge loan with Vanquish. The note has a debt discount of $37,816. Payments to be made are $68,908 on March 30, 2026 and $17,227 each on April 30, 2026, May 30, 2026, June 30, 2026, and July 30, 2026. The net balance of the bridge loan of $118,908 at February 28, 2026 consists of $137,816 of the bridge loan less $18,908 in debt discounts.

 

Promissory note - CoreTer

 

On February 27, 2026, Company entered into a line of credit agreement (the “Line of Credit Agreement”) with CorTer, LLC, a Nevada limited liability company (“CoreTer”) which is owned and managed by A. Scott Dockter, the Company’s Chief Executive Officer, under which CoreTer agreed to make an unsecured loan to the Company of up to $1,000,000 until February 27, 2027. Any loan amounts may be prepaid by the Company without interest or penalty. The Company has received $771,302 in funds on the line of credit as of the date of this filing.

 

On February 27, 2026, the Company also issued an unsecured promissory note to CoreTer, in the principal amount of the lesser of (i) $1,000,000 and (ii) the aggregate unpaid principal amount of all loans made pursuant to the Line of Credit Agreement, together with all accrued interest thereon. The note bears interest at the rate of 8% per annum and matures on February 27, 2027. The holder of the note has the right to convert any outstanding principal and interest under the note into shares of common stock of the Company (the “Conversion Shares”) at a conversion price equal to the weighted average closing price of the Company’s common stock for the twenty trading days prior to the conversion of the note. The number of Conversion Shares to which the holder may be entitled is subject to adjustments as a result of stock dividends, divisions, splits, combinations, reclassifications or certain corporate actions, as described in the note. Upon the occurrence of an event of default as described in the note, any outstanding principal amount and accrued interest thereon will become immediately due and payable.

 

Convertible Promissory Notes – USMC

 

February 8, 2024

 

On February 8, 2024, the Company issued a convertible promissory note in the amount of $618,000 to USMC, with a maturity date of February 7, 2026. The principal amount was funded in equal installments as follows: on February 8, 2024 $103,000; on March 1, 2024 $103,000; on April 1, 2024 $103,000; on May 1, 2024 $103,000; on July 1, 2024 $103,000; on August 1, 2024 $103,000. The note bears interest at 8% per annum which is payable on maturity. Total interest expense for the three months ended February 28, 2026 and 2025 was $0 and $3,845, respectively. Amounts due under the note may be converted into shares of the Company’s common stock at any time at the option of the noteholder, at a conversion price of $0.08 per share. On June 16, 2025, the principal of $618,000 and accrued interest through June 16, 2025 of $56,925 were converted into 8,436,559 shares of the Company’s common stock at a conversion price of $0.08 per share.

 

 

NOTE 6 – NOTES PAYABLE (CONTINUED)

 

Lines of Credit –USMC

 

March 7, 2024

 

On March 7, 2024, the Company entered into a line of credit agreement and unsecured convertible grid promissory note with USMC. The March 7, 2024 line of credit agreement provides for the issuance of up to an aggregate of $1,000,000 of advances from USMC under an unsecured convertible grid promissory note until March 7, 2025. The note bears interest at 8% per annum and any outstanding principal or accrued interest under the note is convertible into shares of the Company’s common stock at the sole discretion of the noteholder at a conversion price of $0.08 per share at maturity. As of February 28, 2026, there have been $1,000,000 total advances from USMC under the March 7, 2024 line of credit agreement. Total interest expense was $0 and $19,518 for the three months ended February 28, 2026 and 2025, respectively. Amounts due under the note may be converted into shares of the Company’s common stock at any time at the option of the noteholder, at a conversion price of $0.08 per share. On June 16, 2025, the principal of $1,000,000 and accrued interest through June 16, 2025 of $75,928 were converted into 13,449,106 shares of the Company’s common stock at a conversion price of $0.08 per share.

 

Terms of a new line of credit and unsecured convertible grid promissory note have not yet been determined. USMC has advanced an additional $515,449 as of February 28, 2026. Total interest expense was $1,980 and $1,420 for the three months ended February 28, 2026 and 2025, respectively. The Company had $6,316 in accrued interest as of February 28, 2026, based on an estimated interest rate of 8% per annum. On June 16, 2025, principal of $416,449 and accrued interest through June 16, 2025 of $10,360 were converted into 5,335,107 shares of the Company’s common stock at a conversion price of $0.08 per share. Advances of $99,000 were not converted into shares of common stock.

 

The Company issued a $31,000 promissory note to a related party on November 1, 2024. The promissory note is due November 1, 2025 and bears interest at 8% per annum. Total interest expense for the three months ended February 28, 2026 and 2025 was $611 and $815, respectively.

 

The Company issued a $15,000 promissory note to a related party on February 2, 2026. The promissory note is due February 2, 2027 and bears interest at 8% per annum. Total interest expense for the three months ended February 28, 2026 was $56.

 

Convertible Debt – Board of Directors

 

On April 8, 2021, the Company entered into a twelve-month director agreement with Jeffrey Guzy, as amended on August 26, 2022 (the “Guzy Director Agreement”) pursuant to which Mr. Guzy will serve as a director of the Company, which agreement will automatically renew (the “Renewal Date”) for successive one-year terms unless either party notifies the other of its desire not to renew the Agreement within 30 days of the expiration of the then current term. As compensation therefor, Mr. Guzy is entitled to a cash fee of $1,000 per month which accrues as debt to the Company until the Company has its first cash-flow positive month. Effective March 1, 2023, Mr. Guzy’s monthly compensation was increased to $1,500 to be paid in cash. Effective February 6, 2025, Mr. Guzy’s monthly compensation was increased to $2,000 as Mr. Guzy is on both the audit committee and the compensation committee. Any amounts owed to Mr. Guzy at the Renewal Date or upon Mr. Guzy’ resignation or removal (the “Termination Date”) will be converted into the Company’s common stock at a price per share equal to the lower of the market price on the exchange or trading market where such stock is then traded or quoted or the volume-weighted average price (“VWAP”) of the common stock for the 20 days immediately preceding the Renewal Date or the Termination Date, as the case may be. On April 14, 2023, Mr. Guzy converted $24,000 in accrued but unpaid director fees into 80,000 shares of common stock at $0.15 per share and 150,000 shares of common stock at $0.08 per share. The Agreement also includes a non-competition provision during the term of the Agreement and for twelve months thereafter. As of February 28, 2026, there were $14,000 cash fees owed to Mr. Guzy.

 

On August 13, 2021, the Company entered into a twelve-month director agreement with Dr. Kurtis, as amended on August 26, 2022 (the “Kurtis Director Agreement”) pursuant to which Dr. Kurtis will provide board services, which agreement will automatically renew for successive one-year terms unless either party notifies the other of its desire not to renew the Agreement within 30 days of the expiration of the then current term. As compensation therefor, Dr. Kurtis is entitled to a cash fee of $1,000 per month which accrues as debt to the Company until the Company has its first cash-flow positive month. Effective February 6, 2025, Dr. Kurtis’ monthly compensation was increased to $1,500 as Dr. Kurtis is on the compensation committee. Any amounts owed to Dr. Kurtis at the Renewal Date or the Termination Date will be converted into common stock at the lower of the market price on the exchange or trading market where such stock is then traded or quoted or the VWAP of the common stock for the 20 days immediately preceding the Renewal Date or the Termination Date, as the case may be. On April 14, 2023, Dr. Kurtis converted $12,000 in accrued but unpaid director fees into 80,000 shares of common stock at $0.15 per share. The Agreement also includes a non-competition provision during the term of the Agreement and for twelve months thereafter. As of February 28, 2026, cash fees owed to Dr. Kurtis under the Kurtis Director Agreement were deferred and debt in the amount of $49,500 is owed to Dr. Kurtis.

 

On September 11, 2023, the Company entered into a twelve-month director agreement with Brady Barto (“the Barto Agreement”) pursuant to which Mr. Barto will serve as a director. As compensation therefor, Mr. Barto is entitled to a cash fee of $1,000 per month which accrues as debt to the Company until the Company has its first cash-flow positive month. Any amounts owed to Mr. Barto at the end of the twelve-month term or at his earlier removal or resignation will be converted into common stock at the lower price of $0.15 per share or the VWAP of the common stock for the 20-days from the last date Mr. Barto is on the board. The Agreement includes a non-competition provision during the term of the Agreement and for twelve months thereafter. Mr. Barto resigned as a director on February 5, 2025. On June 24, 2025, $17,000 cash fees owed to Mr. Barto under the Barto Director Agreement were converted into 250,050 shares of the Company’s common stock.