v3.26.1
LOANS PAYABLE AND NOTES PAYABLE
3 Months Ended
Jun. 30, 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 balance 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.

 

Promissory Notes Payable and Loans Payable – Third Parties

 

The Company entered into two loan agreements with a third party for a principal amount of CNY 4,200,000 in April 2026 and CNY 2,000,000 in May 2026. These loans are unsecured, non-interest-bearing, and have maturity dates of March 31, 2029, and May 14, 2029, respectively.

 

On March 24, 2025, the Company borrowed CNY 2,800,000 (approximately $386,042) from a third party pursuant to a loan agreement. The loan was unsecured, non-interest-bearing, and had a stated maturity date of December 9, 2027. The Company repaid CNY 2,300,000 during the three months ended June 30, 2026, and the outstanding balance of the loan was CNY 500,000 as of June 30, 2026 (compared to CNY 2,800,000 as of March 31, 2026).

 

As of June 30, 2026 and March 31, 2026, the Company had long-term notes and loans payable to third parties of $987,458 and $405,915.