Convertible Notes Payable Related Parties, Disclosure |
3 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Aug. 31, 2026 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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| Convertible Notes Payable Related Parties, Disclosure | NOTE 8 - CONVERTIBLE NOTES PAYABLE – RELATED PARTIES
In May 2022, Alain Parrik assigned to Okie LLC a convertible note with an outstanding principal balance of $85,000 owed by the Company. In November 2022, Okie LLC assigned the note to Scott McAlister, the Company’s CEO, for consideration. Under the terms of the note, the outstanding principal is convertible into shares of the Company’s common stock at a fixed conversion price of $0.005 per share, is due on demand and bears interest at 0%. The outstanding principal balance was $85,000 as of August 31, 2026 and May 31, 2026.
In November 2022, the Company issued a convertible promissory note in the principal amount of $135,000 to Scott McAlister, the Company’s CEO, for funds previously advanced to the Company. The note has a four-year term, bears interest at 12% per annum and is convertible into shares of the Company’s common stock at a fixed conversion price of $0.04 per share. The note matures in November 2026. As of August 31, 2026 and May 31, 2026, the outstanding principal balance was $135,000.
On February 20, 2024, the Company issued a convertible promissory note in the principal amount of $187,852 to 10 N Newnan, LLC, an entity controlled by the CEO, in connection with the prepayment of the lease for the property at 10 N Newnan Street, Jacksonville, FL 32202. In February 2024, prior to the issuance of the note, the lease was extended for an additional two years to January 2028. The total payments for the remaining four years were $375,704 and the landlord offered a 50% discount for the prepayment, along with a forgiveness of the $93,926 in unpaid rent to that point. The Company issued this note to pay off the lease. The note has a term of four years, the interest rate is 10% per annum and the conversion price is $0.005 per share of common stock. The maturity date is February 20, 2028. The Company recognized the note at its fair value of $1,126,841, the present value of the lease liabilities that were paid off was $297,229, and prepaid interest of $78,476 was recorded, resulting in a loss on settlement of debt of $751,136. The note was issued with a premium of $938,989, which will be amortized over the term of the note. For the three months ended August 31, 2026, $59,129 of note premium was recognized, and the balance of the note was $533,625 (inclusive of a $345,773 premium balance) as of August 31, 2026.
On February 20, 2024, the Company issued a convertible promissory note in the principal amount of $101,760 to 1268 Church Street, LLC, an entity controlled by the CEO, in connection with the prepayment of the lease for the property at 1268 Church Street, Jacksonville, FL 32202. In February 2024, prior to the issuance of the note, the lease was extended for an additional two years to December 2028. The total payments for the five years was $203,520, none of which had been paid, and the landlord offered a 50% discount on the unpaid amounts for the prepayment. The Company issued this note to pay off the lease. The note has a term of five years, the interest rate is 10% per annum and the conversion price is $0.005 per share of common stock. The maturity date is February 20, 2029. The Company recognized the note at its fair value of $654,125, the present value the lease liabilities that were paid off was $148,735, and prepaid interest of $48,001 was recorded, resulting in a loss on settlement of debt of $457,389. The note was issued with a premium of $552,365, which would be amortized over the term of the note. During the three months ended August 31, 2026, $27,815 of note premium amortization was recognized, and the balance of the note was $375,070 (inclusive of a $273,310 premium balance) as of August 31, 2026.
On June 28, 2024, the Company issued a convertible promissory note in the principal amount of $186,089 to Scott McAlister, the Company’s CEO, to pay off unpaid rent of $69,550, advances of $83,159 and unpaid interest of $33,380 that the Company owned to Scott McAlister and/or his affiliated entities. The note has a term of five years, the interest rate is 10% per annum and the conversion price is $0.005 per share of common stock. The maturity date is June 28, 2029. The Company recognized the note at its fair value of $737,766. The note was issued with a premium of $551,677, recognized as a loss on settlement of debt, with amortization of $27,795 recognized during the three months ended August 31, 2025. During the three months ended August 31, 2026, $27,795 of note premium amortization was recognized, and the balance of the note was $497,879 (inclusive of a $311,790 premium balance) as of August 31, 2026.
Amortization of related-party note premiums was $114,739 for the three months ended August 31, 2026 and 2025, respectively.
The following table summarizes the classification of the Company’s related-party convertible notes:
As of August 31, 2026, the contractual maturities of the related-party convertible notes, based on principal amounts, are as follows:
For each of the three months ended August 31, 2026 and 2025, interest expense on related-party convertible notes was $16,297. |
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