v3.26.1
LOANS PAYABLE AND NOTES PAYABLE
12 Months Ended
Mar. 31, 2026
Debt Disclosure [Abstract]  
LOANS PAYABLE AND NOTES PAYABLE

NOTE 9 – LOANS PAYABLE AND NOTES PAYABLE

 

Promissory Notes and Related Party Assignments

 

On December 31, 2024, the Company entered into promissory note agreements amending the terms of certain existing loan arrangements with a third-party outstanding balances of CNY 3,931,167 (approximately $538,568) and CNY 2,096,172 (approximately $287,174), including an extension of the maturity date to December 31, 2029. As a result of these amendments, the outstanding balances were reclassified from “Loans Payable” to “Notes Payable.” These notes were unsecured, non-interest-bearing, and had a stated maturity date of December 31, 2029.

 

On March 24, 2025, the Company borrowed CNY 2,800,000 (approximately $386,042) from another unrelated third party pursuant to a loan agreement. The loan was unsecured, non-interest-bearing, and had a stated maturity date of December 9, 2027.

 

On March 31, 2025, the Company entered into a tripartite debt assignment agreement (the “Tripartite Debt Assignment Agreement”) with a related party (Mr. Barry Wan), and the unrelated third-party lender mentioned above, pursuant to which the CNY 2,096,172 note, the CNY 2,800,000 loan, and the CNY 3,931,167 note were assigned to the related party under the same terms and conditions.

 

Debt Assignment and Conversion

 

On November 25, 2025, the Company cancelled the Tripartite Debt Assignment Agreement, and entered into new assignment and amendment agreements specifically for the CNY 2,096,172 and CNY 3,931,167 promissory notes (the “November Debt Assignment Agreements”). These notes were now assigned to third-party assignees and included a provision for the automatic conversion of the outstanding principal amounts into shares of the Company’s Class A common stock at a fixed conversion price.

 

Immediately upon the effectiveness of the amendments, the total principal of $1,284,102 from the promissory notes (one consolidated note consisting of the CNY 2,096,172 (approximately $538,568) and CNY 3,931,167 (approximately $287,174) balance, and a second consolidated note of $428,790 owing to Mr. Wan, the President of the Company, and the $29,571 owing to New Lite), as elaborated in Note 10, were automatically converted into 4,280,340 shares of the Company’s Class A common stock at $0.30 per share.

 

The CNY 2,800,000 loan was not included in the November Debt Assignment Agreements. Upon the cancellation of the Tripartite Debt Assignment Agreement, this loan remained outstanding under its original terms as an obligation to an unrelated third party. The loan is unsecured, non-interest-bearing, with a maturity date of December 9, 2027. As of March 31, 2026 and 2025, the Company has outstanding loans payable to the unrelated third party in the amount of $405,915 and $nil, respectively.