v3.26.3
Notes and Advances Payable to Related Parties Disclosure
3 Months Ended
Aug. 31, 2026
Notes  
Notes and Advances Payable to Related Parties Disclosure

NOTE 3 - NOTES AND ADVANCES DUE TO RELATED PARTIES

 

The tables below summarize the notes and advances due and payable to related parties as at August 31, 2026 and May 31, 2026:

 

As at August 31, 2026

Principal

Outstanding

Interest Rate

per Annum

 

Accrued

Interest

Total Book

Value

$

78,464

6%

Related party notes payable (1)

$

27,596

$

106,060

 

723,085

10%

Related party notes payable (1)

 

125,237

 

848,322

 

10,818

0%

Advances(2)

 

-

 

10,818

$

812,367

 

 

$

152,833

$

965,200

 

As at May 31, 2026

Principal

Outstanding

Interest Rate

per Annum

 

Accrued

Interest

Total Book

Value

$

78,729

6%

Related party notes payable (1)

$

26,090

$

104,819

 

612,335

10%

Related party notes payable (1)

 

105,452

 

717,787

 

10,871

0%

Advances(2)

 

-

 

10,871

$

701,935

 

 

$

131,542

$

833,477

 

(1) Related Party Notes Payable

 

As at August 31, 2026, the Company owed a total of $106,060 under 6% notes payable due to related parties (May 31, 2026 - $104,819), of which $27,596 was associated with interest accrued on the principal balances owed under the notes payable (May 31, 2026 - $26,090).

 

As at August 31, 2026, the Company owed a total of $848,322 under 10% notes payable due to related parties (May 31, 2026 - $717,787), of which $125,237 was associated with interest accrued on the principal balances owed under the notes payable (May 31, 2026 - $105,452).

 

Notes payable with Mr. Richard Jeffs

 

During the three months ended August 31, 2026, the Company borrowed $50,000 from Mr. Richard Jeffs, a significant shareholder of the Company and the father of the Company’s CEO and President, Mr. David Jeffs, under an unsecured credit line, which allows the Company to draw up to $350,000 (as amended on July 16, 2026) at 10% per annum,

payable on demand, and a further $62,826 (CAD$85,000) under an unsecured credit line, which allows the Company to draw up to CAD$250,000 at 10% per annum, compounded monthly and payable on demand.

 

As at August 31, 2026, the Company owed a total of $436,675 (May 31, 2026 - $316,937) to Mr. Richard Jeffs. A total of $71,323 (including accrued interest of $17,859) was borrowed under unsecured notes payable, which accrue interest at a rate of 6% per annum, compounded monthly, and are due on demand. The remaining carrying amount of $365,352 related to advances under the unsecured credit lines and accrued interest. The credit lines permit the Company to draw up to CAD$250,000 and up to US$350,000 at 10% per annum, compounded monthly and payable on demand.

 

During the three months ended August 31, 2026, the Company recorded $8,900 in interest on the notes payable and the funds borrowed under the credit lines with Mr. Richard Jeffs (August 31, 2025 - $3,034).

 

Notes payable with Mr. David Jeffs

 

As of August 31, 2026, the Company owed a total of $53,852 under loan agreements with Mr. David Jeffs, the Company’s CEO, director, and a significant shareholder (May 31, 2026 - $52,570). The loans are unsecured and carry a 10% annual interest rate, compounded monthly. A $30,000 note payable included in the total due was payable on April 24, 2023, and, as of the date of these condensed consolidated financial statements, is in default. The remaining notes payable, totaling $7,933, are payable on demand. During the three months ended August 31, 2026, the Company recorded $1,332 in interest on the principal (August 31, 2025 - $1,211).

 

As of August 31, 2026, the Company owed a total of $34,737 under a loan agreement with a company of which Mr. David Jeffs is a director (May 31, 2026 - $34,217). The loan bears interest at 6% per annum compounded monthly, is unsecured, and is payable on demand. During the three months ended August 31, 2026, the Company recorded $520 in interest on the principal (August 31, 2025 - $490).

 

Notes payable with Mr. Amir Vahabzadeh

 

As at August 31, 2026, the Company owed a total of $209,903 under loan agreements with Mr. Vahabzadeh, a director and a significant shareholder (May 31, 2026 - $204,700). The loans are unsecured and carry a 10% annual interest rate, compounded monthly. A $30,000 note payable included in the total due was payable on April 24, 2023, and, as of the date of these condensed consolidated financial statements, is in default. The remaining notes payable, totaling $130,000, are payable on demand. During the three months ended August 31, 2026, the Company recorded $5,203 in interest on the principal (August 31, 2025 - $4,710).

 

Notes payable with a significant shareholder

 

As at August 31, 2026, the Company owed $82,417 (May 31, 2026 - $80,374) under unsecured notes payable with the Company’s significant shareholder (“Mr. Ahdoot”). The loans are unsecured, carry a 10% annual interest rate compounded monthly, and are payable on demand. During the three months ended August 31, 2026, the Company recorded $2,043 in interest on the principal (August 31, 2025 - $1,849).

 

Notes payable with Mrs. Susan Jeffs

 

As at August 31, 2026, the Company owed $136,798 (May 31, 2026 - $133,808) under unsecured credit lines with Mrs. Susan Jeffs, mother of Mr. David Jeffs. The terms of the credit lines allow the Company to draw up to $100,000 and up to CAD$200,000 at 10% per annum compounded monthly, payable on demand. During the three months ended August 31, 2026, the Company recorded $3,368 in interest on the principal (August 31, 2025 - $684).

 

(2) Advances Payable

 

As at August 31, 2026, the Company owed a total of $10,818 (May 31, 2026 - $10,871) for an advance the Company received in its fiscal 2020 year from an entity controlled by a director of the Company and Mr. Richard Jeffs. The advance is non-interest-bearing, unsecured, and payable on demand.