v3.26.1
RELATED PARTY TRANSACTIONS
 3 Months Ended
Jul. 31, 2026
RELATED PARTY TRANSACTIONS  
RELATED PARTY TRANSACTIONS

NOTE 4 – RELATED PARTY TRANSACTIONS

 

Accounts Payable and Accrued Expenses – Related Parties

 

Accounts payable and accrued expenses to related parties, consisting primarily of consulting fees and expense reimbursements payable, totaled $1,625,519 and $1,530,395 as of July 31, 2026 and April 30, 2026, respectively.

 

Effective July 1, 2019, we entered into a consulting agreement with Maple Resources Corporation (“Maple Resources”), a related party controlled by our President and CEO, that provides for payment of consulting fees and expense reimbursement related to business development, financing and other corporate activities. Effective March 1, 2021 the Maple Resources consulting agreement was amended to provide for monthly consulting fees of $20,000. During the three months ended July 31, 2026, we incurred consulting fees and expense reimbursement to Maple Resources totaling $60,000 and we made no payments to Maple Resources.

 

In addition, the consulting agreement provides for the issuance to Maple Resources of shares of our common stock each month with a value of $5,000, with the number of shares issued based on the average closing price of the stock during the prior month. Effective August 1, 2024, the consulting agreement was amended to provide for the issuance of shares of our common stock each month with a value of $7,500, with the number of shares issued based on the average closing price of the stock during the prior month. Effective April 8, 2025, the consulting agreement was amended to provide for the issuance of shares of our common stock each month with a value of $7,500, with the number of shares issued based on a fixed rate of $0.000068. During the three months ended July 31, 2026 we recorded $22,500 for accrued consulting fees and we issued no shares for payment.

 

During the three months ended July 31, 2026, Maple Resources made no advances to assist the Company with cash flow challenges, we made repayments to Maple Resources of $88,464 resulting in $0 still owed as of July 31, 2026. In addition, we recorded $8,147 of accrued interest on a line of credit convertible note with Maple Resources during the three months ended July 31, 2026 resulting in $20,012 still owed for accrued interest as of July 31, 2026.

 

During the year ended April 30, 2026, we incurred consulting fees and expense reimbursement to Maple Resources totaling $240,000 and we made no repayments to Maple Resources for accrued liabilities. During the year ended April 30, 2026, we recorded $90,000 for accrued consulting fees and we issued no shares for payment, therefore $260,000 was owed as of April 30, 2026. During the year ended April 30, 2026, Maple Resources made advances of $146,638 to assist the Company with cash flow challenges, and made repayments to Maple Resources of $71,749 resulting in $88,464 still owed as of April 30, 2026.

 

Amounts included in accounts payable and accrued expenses – related parties due to Maple Resources totaled $675,012 ($335,000 payable in stock) and $672,829 ($312,500 payable in stock) as of July 31, 2026 and April 30, 2026, respectively.

 

Effective October 1, 2018, we entered into a consulting agreement with Leslie Doheny-Hanks, the wife of our President and CEO, to issue shares of our common stock each month with a value of $2,500, with the number of shares issued based on the average closing price of the stock during the prior month. Effective August 1, 2024, the consulting agreement was amended to provide for the issuance of shares of our common stock each month with a value of $3,500, with the number of shares issued based on the average closing price of the stock during the prior month. Effective April 8, 2025, the consulting agreement was amended to provide for the issuance of shares of our common stock each month with a value of $3,500, with the number of shares issued based on a fixed rate of $0.000068. The related party consultant provides certain administrative and accounting services and is reimbursed for expenses paid on behalf of the Company. During the three months ended July 31, 2026 we recorded $10,500 for the amount payable in stock under the consulting agreement, recorded expense reimbursements owed to Mrs. Hanks of $33,246 and made repayments to Mrs. Hanks of $29,526.

 

During the year ended April 30, 2026 we recorded $42,000 for the amount payable in stock under the consulting agreement and recorded expense reimbursements owed to Mrs. Hanks of $97,598 and we made no repayments.

 

Amounts included in accounts payable and accrued expenses – related parties due to Mrs. Hanks totaled $273,993 ($161,500 payable in stock) and $259,773 ($151,000 payable in stock) as of July 31, 2026 and April 30, 2026, respectively.

 

Effective February 1, 2021 the Company entered into consulting agreements with three children of our President and CEO, which were amended as of December 31, 2021 to continue on a month-to-month basis. On March 15, 2025 the consulting fees were paused until further notice or as incurred for services requested. During the year ended April 30, 2026 we incurred $2,240 for fees and expenses reimbursements to the children, we made repayments of $2,240. During the three months ended July 31, 2026 we incurred $36,357 for fees and expense reimbursements to the children and made repayments of $25,380.

 

 Amounts included in accounts payable and accrued expenses – related parties due to the CEO’s children totaled $10,977 and $0 as of July 31, 2026 and April 30, 2026, respectively.

 

Effective September 1, 2021, we entered into a consulting agreement with BNL Family Trust, a related party to Bruce Lemons, Director, to issue shares of our common stock each month with a value of $2,500, with the number of shares issued based on the average closing price of the stock during the prior month. Effective August 1, 2024, the consulting agreement was amended to provide for the issuance of shares of our common stock each month with a value of $2,500, with the number of shares issued based on the average closing price of the stock during the prior month. Effective April 8, 2025, the consulting agreement was amended to provide for the issuance of shares of our common stock each month with a value of $2,500, with the number of shares issued based on a fixed rate of $0.000068. During the three months ended July 31, 2026 we recorded $7,500 for the amount payable in stock under the consulting agreement.

 

During the year ended April 30, 2026, we recorded $30,000 for the amount payable in stock under the consulting agreement.

 

Amounts included in accounts payable and accrued expenses – related parties due to BNL Family Trust totaled $137,500 and $130,000 all payable in stock as of July 31, 2026 and April 30, 2026, respectively.

 

Effective November 1, 2020, we entered into a consulting agreement with Nabil Katabi, a shareholder of more than ten percent, to provide for monthly consulting fees of $10,000 and to issue shares of our common stock each month with a value of $2,000, with the number of shares issues based on the average closing price of the stock during the prior month. Effective April 30, 2023 the consulting agreement was amended to provide for monthly consulting fees of $20,000 and to issue shares of our common stock each month with a value of $5,000, with the number of shares issues based on the average closing price of the stock during the prior month. Effective August 1, 2024, the consulting agreement was amended to provide for the issuance of shares of our common stock each month with a value of $7,500, with the number of shares issued based on the average closing price of the stock during the prior month. Effective April 8, 2025, the consulting agreement was amended to provide for the issuance of shares of our common stock each month with a value of $7,500, with the number of shares issued based on a fixed rate of $0.000068. During the three months ended July 31, 2026 we recorded $82,500 ($22,500 payable in stock), $2,329 of other consulting fees and made repayments of $24,585.

 

During the year ended April 30, 2026, we recorded $344,664 ($90,000 payable in stock) for fees and expense reimbursements and we made repayments of $77,500.

 

Amounts included in accounts payable and accrued expenses - related parties due to Nabil Katabi totaled $528,037 ($287,000 payable in stock) and $467,793 ($264,500 payable in stock) as of July 31, 2025 and April 30, 2025, respectively.

 

Promissory Notes Payable – Related Parties

 

Promissory notes payable - related parties consist of the following:

 

 

 

July 31,

2026

 

 

April 30,

2026

 

Promissory note payable with Maple Resources Corporation, matures on July 28, 2027, with interest at 18%, convertible into common shares of the Company [1]

 

$-

 

 

$9,428

 

Less discount

 

 

-

 

 

 

(894 )

Total

 

$-

 

 

$8,534

 

 

[1]

This promissory note was entered into on July 8, 2025 for $7,990 of principal plus $1,432 for the make-whole provision of 18% of the principal amount in lieu of any stated interest recorded as a debt discount. During the three months ended July 31, 2026 the Company had repaid the note in full.

 

Convertible Notes Payable – Related Parties

 

Convertible notes payable - related parties consist of the following:

 

 

 

July 31,

2026

 

 

April 30,

2026

 

Convertible note payable with Alpenglow Consulting, LLC, matures on April 8, 2028, with interest at 18%, convertible into common shares of the Company [1]

 

$172,228

 

 

$172,228

 

Convertible note payable with CleanFit, LLC, matures on April 8, 2028, with interest at 18%, convertible into common shares of the Company [2]

 

 

58,410

 

 

 

58,410

 

Convertible note payable with Lake of Silver, matures on April 8, 2028, with interest at 18%, convertible into common shares of the Company [3]

 

 

67,318

 

 

 

67,318

 

Convertible note payable with Maple Resources Corporation, matures on April 8, 2028, with interest at 18%, convertible into common shares of the Company [4]

 

 

-

 

 

 

441,959

 

Convertible note payable with BNL Family Trust, matures on April 8, 2028, with interest at 18%, convertible into common shares of the Company [5]

 

 

2,366

 

 

 

2,366

 

Convertible note payable with Ha’Pu Wear, LLC, matures on April 8, 2028, with interest at 18%, convertible into common shares of the Company [6]

 

 

181,820

 

 

 

181,820

 

Convertible note payable with Nabil Katabi, matures on April 8, 2028, with interest at 18%, convertible into common shares of the Company [7]

 

 

458,075

 

 

 

458,075

 

Convertible note payable with Poppy, LLC, matures on April 8, 2028, with interest at 18%, convertible into common shares of the Company [8]

 

 

20,886

 

 

 

20,886

 

Convertible note payable with Maple Resources, matures on October 2, 2028, with interest at 18%, convertible into common shares of the Company [9]

 

 

64,351

 

 

 

80,000

 

Convertible note payable with Maple Resources, matures on December 31, 2026, with interest at 18%, convertible into common shares of the Company [10]

 

 

179,570

 

 

 

179,570

 

Total

 

 

1,205,024

 

 

 

1,662,632

 

Less discount

 

 

(21,733 )

 

 

(24,252 )

Net

 

$1,183,291

 

 

$1,638,380

 

 

[1]

This convertible promissory note was entered into on April 8, 2025 for $145,956 of principal plus $26,272 for the make-whole provision of 18% of the principal amount in lieu of any stated interest. This was exchanged for $121,084 of accounts payable and $24,872 of outstanding promissory notes payable that had $1,032 of debt discount remaining to be amortized with this related party. The exchange was accounted for as debt extinguishment therefore we recognized a $27,304 loss on extinguishment of debt.

 

[2]

This convertible promissory note was entered into on April 8, 2025 for $49,500 of principal plus $8,910 for the make-whole provision of 18% of the principal amount in lieu of any stated interest. This was exchanged for $49,500 of accounts payable with this related party. The exchange was accounted for as debt extinguishment therefore, we recognized a $8,910 loss on extinguishment of debt.

 

 

[3]

This convertible promissory note was entered into on April 8, 2025 for $65,524 of principal plus $11,794 for the make-whole provision of 18% of the principal amount in lieu of any stated interest. This was exchanged for $57,500 of accounts payable and $8,024 of outstanding promissory notes payable that had $878 of debt discount remaining to be amortized with this related party. The exchange was accounted for as debt extinguishment therefore we recognized a $12,672 loss on extinguishment of debt.

 

 

[4]

This convertible promissory note was entered into on April 8, 2025 for $864,372 of principal plus $155,587 for the make-whole provision of 18% of the principal amount in lieu of any stated interest. This was exchanged for $260,491 of accounts payable, $20,406 of advances, and $583,474 of outstanding promissory notes payable that had $56,507 of debt discount remaining to be amortized with this related party. The exchange was accounted for as debt extinguishment therefore we recognized a $212,095 loss on extinguishment of debt. During the three months ended July 31, 2026 the Company had repaid the note in full.

 

[5]

This convertible promissory note was entered into on April 8, 2025 for $20,719 of principal plus $3,730 for the make-whole provision of 18% of the principal amount in lieu of any stated interest. This was exchanged for $5,200 of accounts payable and $15,519 of outstanding promissory notes payable that had $1,077 of debt discount remaining to be amortized with this related party. The exchange was accounted for as debt extinguishment therefore we recognized a $4,807 loss on extinguishment of debt.

 

 

[6]

This convertible promissory note was entered into on April 8, 2025 for $154,085 of principal plus $27,735 for the make-whole provision of 18% of the principal amount in lieu of any stated interest. This was exchanged for $154,085 of accounts payable with this related party. The exchange was accounted for as debt extinguishment therefore, we recognized a $27,735 loss on extinguishment of debt.

 

 

[7]

This convertible promissory note was entered into on April 8, 2025 for $451,013 of principal plus $81,182 for the make-whole provision of 18% of the principal amount in lieu of any stated interest. This was exchanged for $424,777 of accounts payable, $16,220 advances, and $10,016 of outstanding promissory notes payable that had $736 of debt discount remaining to be amortized with this related party. The exchange was accounted for as debt extinguishment therefore we recognized a $81,918 loss on extinguishment of debt.

 

 

[8]

This convertible promissory note was entered into on April 8, 2025 for $17,700 of principal plus $3,186 for the make-whole provision of 18% of the principal amount in lieu of any stated interest. This was exchanged for $17,700 of outstanding promissory notes payable with this related party. The exchange was accounted for as debt extinguishment therefore, we recognized a $3,186 loss on extinguishment of debt.

 

 

[9]

The convertible promissory note was entered into on October 2, 2025 for $5,000 of principal plus $30,000 for 60% of the principal amount in lieu of any stated interest owed at day one and recorded as debt discount.

 

 

[10]

This convertible promissory note was entered into on November 5, 2025 for a line of credit up to a maximum principal amount of $1,000,000 and principal and accrued interest are convertible any time before maturity into shares of the Company’s common stock at a fixed price of $0.000068 per share. The Company may request advances at any time during the Term with an interest rate of 18% per annum. Accrued interest totaled $11,865 and $20,012 for the three months ended July 31, 2026 and the year ended April 30, 2026, respectively.

 

The following represents the future aggregate maturities as of July 31, 2026 of the Company’s Convertible notes payable – related parties:

 

 

 

Amount

 

2026 (remaining)

 

$179,570

 

2027

 

 

-

 

2028

 

 

1,025,454

 

Total

 

$1,205,024

 

 

Equity Activity – Related Parties

 

During the three months ended July 31, 2026, the Company had no equity activity with related parties.

 

During the year ended April 30, 2026, the Company issued 9,914,749,216 shares of its common stock in conversion of convertible notes principal of $674,203 (see Note 8).