| CONVERTIBLE NOTES PAYABLE, RELATED PARTY |
NOTE 5 – CONVERTIBLE NOTES PAYABLE, RELATED PARTY
Convertible notes payable, related party consists
of the following at May 31, 2026 and 2025, respectively:
| Schedule of convertible notes payable, related party | |
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May 31, | | |
May 31, | |
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2026 | | |
2025 | |
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| On February 26, 2017, Sky Rover, which is owned and controlled by Mr. Pei, agreed to loan up to $20,000,000 to the Company, of which $8,000,000 was loaned on February 28, 2017. Sky Rover was issued an unsecured, 5%, convertible promissory note which was due on May 31, 2027 (as extended), and was, in whole or in part, at the option of the holder, convertible into common shares at any time before the due date, at a conversion price of $0.08 per share (subject to adjustment in the event of stock splits, forward splits, recapitalizations, a merger, etc.). At the option of the Company, the interest could also have been paid by issuing restricted shares of common stock, at the same conversion price per share. On March 31, 2026 and June 26, 2018, the Company repaid $633,300 and $4,000,000, respectively, of principal on this loan. In addition, Sky Rover converted $1,500,000 of principal of this loan into common shares at the conversion price of $0.08 per share into a total of 18,750,000 shares. Sky Rover forgave $1,866,700 of principal on March 31, 2026, and accrued interest of $1,137,412 and $363,904 on March 31, 2026 and June 26, 2018, respectively, which was credited to additional paid in capital. | |
$ | — | | |
$ | 2,500,000 | |
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| On November 20, 2017, Sky Rover loaned an additional $8,000,000 to the Company. Sky Rover was issued an unsecured, 5%, convertible promissory note which was due on May 31, 2027 (as extended), and was, in whole or in part, at the option of the holder, convertible into common shares at any time before the due date, at a conversion price of $0.08 per share (subject to adjustment in the event of stock splits, forward splits, recapitalizations, a merger, etc.). At the option of the Company, the interest could also have been paid by issuing restricted shares of common stock, at the same conversion price per share. Sky Rover forgave $11,345,754, consisting of $8,000,000 of principal and $3,345,754 of accrued interest, on March 31, 2026, which was credited to additional paid in capital. | |
| — | | |
| 8,000,000 | |
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| Total convertible notes payable, related party | |
| — | | |
| 10,500,000 | |
| Less: current portion | |
| — | | |
| — | |
| Convertible notes payable, related party, less current portion | |
$ | — | | |
$ | 10,500,000 | |
The Company recognized $437,260 and $525,000 of
interest expense on related party convertible notes for the years ended May 31, 2026 and 2025, respectively.
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