v3.26.3
CONVERTIBLE NOTES
3 Months Ended
Aug. 31, 2026
Convertible Notes  
CONVERTIBLE NOTES

NOTE 5 - CONVERTIBLE NOTES

 

During the period from June 1, 2025, through August 31, 2026, the Company issued and sold sixteen convertible notes to private investors as follows:

 

1. 7/09/2025 in the principal amount of $200,000;

2. 8/06/2025 in the principal amount of $100,000;

3. 7/22/2025 in the principal amount of $25,000;

4. 7/29/2025 in the principal amount of $10,000;

5. 9/5/2025 in the principal amount of $100,000;

6. 9/15/2025 in the principal amount of $50,000;

7. 10/6/2025 in the principal amount of $10,000;

8. 10/10/2025 in the principal amount of $50,000;

9. 10/29/2025 in the principal amount of $250,000;

10. 11/14/2025 in the principal amount of $25,000;

11. 12/09/2025 in the principal amount of $100,000;

12. 3/06/2026 in the principal amount of $300,000;

13. 4/01/2026 in the principal amount of $50,000;

14: 6/10/2026 in the principal amount of $150,000;

15: 7/13/2026 in the principal amount of $300,000; and

16: 7/14/2026 in the principal amount of $300,000.

 

During the three months ended August 31, 2026, the Company issued to two investors three separate Convertible Notes in the aggregate principal amount of $750,000. The Company agreed to issue these investors as inducement warrants to entitle the investor to purchase on a cashless basis twenty-nine million (29,000,000) shares of the Company’s common stock having an exercise price of $.25 per warrant share which shall expire in five (5) years. On July 15,2026 and July 23, 2026, these two investors converted all of the principal on their Convertible Notes totaling $2,050,000 plus accrued interest of $131,569 into 4,363,137 shares of common stock. As a result of these conversions, at August 31, 2026, the Company has $335,000 in principal amount owed on all outstanding Convertible Notes.

 

The Convertible Notes bear interest at 10% per annum, are due nine (9) months from the Issue Date and are convertible into shares of common stock at a conversion price of $0.50 per share.

 

The Company recorded interest expense of $42,290 and $23,355 for the three months ended August 31, 2026, and August 31, 2025, respectively.