v3.26.3
NOTES PAYABLE
 3 Months Ended
Aug. 31, 2026
Debt Disclosure [Abstract]  
NOTES PAYABLE

NOTE 3 – NOTES PAYABLE

 

Notes payable consisted of the following:

      
   August 31, 2026  May 31, 2026
Notes payable to an entity, non-interest bearing, due on demand, unsecured  $7,500   $7,500 
Convertible note payable to an entity, interest at 10%, due on March 5, 2019, in default (DD)   35,000    35,000 
Convertible note payable to an entity, interest at 10%, due on September 18, 2019, in default (GG)   8,506    8,506 
Convertible note payable to an entity, interest at 10%, due on June 4, 2022, in default (VV)   152,313    152,313 
Convertible note payable to an entity, interest at 8%, due on August 27, 2022, in default (WW)   14,000    14,000 
Convertible note payable to an entity, interest at 12%, due on April 10, 2024, in default (F)   81,542    81,542 
Convertible note payable to an entity, interest at 12%, due on September 18, 2024, in default (K)   5,250    5,250 
Convertible note payable to an entity, interest at 12%, due on March 24, 2023, in default (R)   39,450    39,450 
Convertible note payable to an entity, interest at 12%, due on December 19, 2023, in default (S)   47,400    47,400 
Convertible note payable to an entity, interest at 12%, due on April 8, 2025, in default (T)   81,323    81,323 
Convertible note payable to an entity, interest at 12%, due on July 31, 2025, in default (U)   22,275    22,275 
Convertible note payable to an entity, interest at 6%, due on October 6, 2026, net of discount of $-0- and $16,667, respectively (Z)   23,850    33,434 
Convertible note payable to an entity, interest at 12%, due on October 10, 2026, net of discount of &-0- and $19,973, respectively (A)   87,240    70,027 
Convertible note payable to an entity, interest at 10%, due on October 15, 2026, net of discount of $0-0 and $34,281, respectively (J)   193,025    172,094 
Convertible note payable to an entity, interest at 10%, due on October 15, 2026, net of discount of $-0- and $34,281, respectively (AA)   190,600    162,344 
Convertible note payable to an entity, interest at 10%, due on October 23, 2026, net of discount of $6,164 and $43,973, respectively (BB)   130,415    106,027 
Convertible note payable to an entity, interest at 6%, due on October 27, 2026, net of discount of $8,192 and $40,959, respectively (CC)   95,608    89,041 
Convertible note payable to an entity, interest at 12%, due on November 25, 2026, net of discount of $26,630 and $56,877, respectively (EE)   55,664    30,096 
Convertible note payable to an entity, interest at 12%, due on December 15, 2026, net of discount of $40,213 and $72,107, respectively (FF)   113,054    83,693 
Convertible note payable to an entity, a one-time interest charge of 13%, due on December 15, 2026, net of discount of $41,672 and $77,840, respectively (HH)   81,378    45,210 
Convertible note payable to an entity, interest at 6%, due on February 18, 2027, net of discount of $60,904 and $93,671, respectively (II)   69,095    36,329 
Amount due under a Merchant Cash Advance Agreement (JJ)   368,750    368,750 
Convertible note payable to an entity, interest at 13%, due on December 30, 2027, net of discount of $35,453 and $62,410, respectively (KK)   53,327    26,370 
Convertible note payable to an entity, interest at 12%, due on March 11, 2027, net of discount of $61,370 and $90,776, respectively (LL)   55,297    25,890 
Convertible note payable to an entity, a one-time interest charge of 13%, due on February 15, 2027, net of discount of $42,164 and $65,254 (MM)   34,886    11,797 
Convertible note payable to an entity, interest at 6%, due on April 10, 2027 (NN)   20,000    20,000 
Total Notes Payable   2,066,748    1,775,661 
Less: Current Portion   (2,066,748)   (1,775,661)
Long-Term Notes Payable  $–   $– 

 

(DD) On March 5, 2018, the Company issued a $35,000 Convertible Promissory Note to a lender for net loan proceeds of $33,000. The note bears interest at a rate of 10% per annum, was due on March 5, 2019, and is convertible at the option of the lender into shares of the Company common stock at a Conversion Price equal to 50% of the lowest Trading Price during the 20 Trading Day period prior to the Conversion Date.

 

(GG) On September 18, 2018, the Company issued a $18,000 Convertible Promissory Note to a lender for net loan proceeds of $14,000. The note bears interest at a rate of 10% per annum, was due on September 18, 2019, and is convertible at the option of the lender into shares of the Company common stock at a Conversion Price equal to 50% of the lowest Trading Price during the 20 Trading Day period prior to the Conversion Date.

 

(VV) On June 4, 2021, the Company issued a $238,596 Convertible Promissory Note to a lender which paid off the principal and accrued interest for the notes described in (EE), (FF), (KK), (LL), (MM), (NN) and (PP) above. The note bears interest at a rate of 10% per annum, is due on June 4, 2022, and is convertible at the option of the lender into shares of the Company common stock at a Conversion Price equal to the lesser of (1) $0.00004, or (2) 50% of the lowest trading price of the common stock for the previous 15-day trading period.

 

(WW) On August 27, 2021, the Company issued a $14,000 Convertible Promissory Note to a lender for net loan proceeds of $10,000. The note bears interest at a rate of 8% per annum, is due on August 27, 2022, and is convertible at the option of the lender into shares of the Company common stock at a Conversion Price equal to 65% of the lowest trading price in the 10 Trading Day period prior to the Conversion Date.

 

(F) On April 10, 2023, the Company issued a $61,100 Convertible Promissory Note to MACRAB LLC for net loan proceeds of $55,000. The note bears interest at a rate of 12% per annum, is due on April 10, 2024, and is convertible at the option of the lender into shares of the Company common stock at a Conversion Price equal to the higher of (1) $0.003, or (2) the par value of the Common Stock.

 

(K) On September 18, 2023, the Company issued a $3,500 Convertible Promissory Note to a lender for net loan proceeds of $3,500. The note bears interest at a rate of 12% per annum, is due on September 18, 2024, and is convertible at the option of the lender into shares of the Company common stock at a Conversion Price equal to 50% of the lowest trading price in the 10 Trading Day period prior to the Conversion Date.

 

(R) On March 24, 2022, the Company issued a $38,880 Convertible Promissory Note to MACRAB LLC for net loan proceeds of $31,800. The note bears interest at a rate of 12% per annum, is due on March 24, 2023, and is convertible at the option of the lender into shares of the Company common stock at a Conversion Price equal to $0.0001.

 

(S) On December 19, 2022, the Company issued a $31,600 Convertible Promissory Note to MACRAB LLC for net loan proceeds of $25,430. The note bears interest at a rate of 12% per annum, is due on December 19, 2023, and is convertible at the option of the lender into shares of the Company common stock at a Conversion Price equal to equal to the higher of (1) $0.003, or (2) the par value of the Common Stock $0.0001.

 

(T) On April 8, 2024, the Company issued a $65,058 Convertible Promissory Note to MACRAB LLC for net loan proceeds of $54,763. The note bears interest at a rate of 12% per annum, is due on April 8, 2025, and is convertible at the option of the lender into shares of the Company common stock at a Conversion Price equal to $0.0001.

 

(U) On July 31, 2024, the Company issued a $17,820 Convertible Promissory Note to MACRAB LLC who paid this amount to various service providers of the Company. The note bears interest at a rate of 12% per annum, is due on July 31, 2025, and is convertible at the option of the lender into shares of the Company common stock at a Conversion Price equal to $0.0001.

 

(Z) On October 6, 2025, the Company issued a $83,333 Convertible Promissory Note to a lender for net loan proceeds of $70,000. The note bears interest at a rate of 6% per annum, is due on October 6, 2026, and is convertible at the option of the lender into shares of the Company common stock at a Conversion Price equal to 60% of the lowest trading price in the 10 Trading Day period prior to the Conversion Date.

 

(A) On October 10, 2025, the Company issued a $90,000 Convertible Promissory Note to a lender for net loan proceeds of $77,000. The note bears interest at a rate of 12% per annum, is due on October 10, 2026, and is convertible at the option of the lender into shares of the Company common stock at a Conversion Price equal to 60% of the lowest trading price in the 15 Trading Day period prior to the Conversion Date.

 

(J) On October 15, 2025, the Company issued a $137,500 Convertible Promissory Note to a lender for net loan proceeds of $125,000. The note bears interest at a rate of 10% per annum, is due on October 15, 2026, and is convertible at the option of the lender into shares of the Company common stock at a Conversion Price equal to 75% of the lowest trading price in the 15 Trading Day period prior to the Conversion Date.

 

(AA) On October 15, 2025, the Company issued a $137,500 Convertible Promissory Note to a lender for net loan proceeds of $113,500. The note bears interest at a rate of 10% per annum, is due on October 15, 2026, and is convertible at the option of the lender into shares of the Company common stock at a Conversion Price equal to 75% of the lowest trading price in the 15 Trading Day period prior to the Conversion Date.

 

(BB) On October 23, 2025, the Company issued a $150,000 Convertible Promissory Note to a lender for net loan proceeds of $129,000. The note bears interest at a rate of 10% per annum, is due on October 23, 2026, and is convertible at the option of the lender into shares of the Company common stock at a Conversion Price equal to 65% of the lowest trading price in the 10 Trading Day period prior to the Conversion Date.

 

(CC) On October 27, 2025, the Company issued a $130,000 Convertible Promissory Note to a lender for net loan proceeds of $112,000. The note bears interest at a rate of 6% per annum, is due on October 27, 2026, and is convertible at the option of the lender into shares of the Company common stock at a Conversion Price equal to 60% of the lowest trading price in the 20 Trading Day period prior to the Conversion Date.

 

(EE) On November 25, 2025, the Company issued a $120,000 Convertible Promissory Note to a lender for net loan proceeds of $100,000. The note bears interest at a rate of 12% per annum, is due on November 25, 2026, and is convertible at the option of the lender into shares of the Company common stock at a Conversion Price equal to 65% of the lowest trading price in the 10 Trading Day period prior to the Conversion Date.

 

(FF) On December 15, 2025, the Company issued a $130,000 Convertible Promissory Note to a lender for net loan proceeds of $110,000. The note bears interest at a rate of 12% per annum, is due on December 15, 2026, and is convertible at the option

of the lender into shares of the Company common stock at a Conversion Price equal to 65% of the lowest trading price in the 15 Trading Day period prior to the Conversion Date.

 

(HH) On February 5, 2026, the Company issued a $123,050 Convertible Promissory Note to a lender for net loan proceeds of $92,000. The note has a one-time interest charge of 13%, is due on December 15, 2026, and is convertible at the option of the lender into shares of the Company common stock at a Conversion Price equal to 65% of the lowest trading price in the 10 Trading Day period prior to the Conversion Date.

 

(II) On February 18, 2026, the Company issued a $130,000 Convertible Promissory Note to a lender for net loan proceeds of $112,000. The note bears interest at a rate of 6% per annum, is due on February 18, 2027, and is convertible at the option of the lender into shares of the Company common stock at a Conversion Price equal to 60% of the lowest trading price in the 20 Trading Day period prior to the Conversion Date.

 

(JJ) On January 12, 2026, the Company entered into a Merchant Cash Advance Agreement (“MCAA”). The total amount to be paid under the MCAA is $580,000 and the net loan proceeds received were $380,000. The MCAA is non-interest bearing and calls for an initial estimated weekly payment of $18,125. The prior Chief Executive Officer, Jeff Foster, signed a personal guarantee for this MCAA.

 

(KK) On March 2, 2026, the Company issued a $88,780 Convertible Promissory Note to a lender for net loan proceeds of $65,000. The note bears interest at a rate of 13% per annum, is due on December 30, 2026, and is convertible at the option of the lender into shares of the Company common stock at a Conversion Price equal to 65% of the lowest trading price in the 10 Trading Day period prior to the Conversion Date.

 

(LL) On March 11, 2026, the Company issued a $116,667 Convertible Promissory Note to a lender for net loan proceeds of $100,000. The note bears interest at a rate of 12% per annum, is due on March 11, 2027, and is convertible at the option of the lender into shares of the Company common stock at a Conversion Price equal to 60% of the lowest trading price in the 20 Trading Day period prior to the Conversion Date.

 

(MM) On April 14, 2026, the Company issued a $77,050 Convertible Promissory Note to a lender for net loan proceeds of $55,200. The note has a one-time interest charge of 13%, is due on February 15, 2027, and is convertible at the option of the lender into shares of the Company common stock at a Conversion Price equal to 65% of the lowest trading price in the 10 Trading Day period prior to the Conversion Date.

 

Concentration of Notes Payable:

 

The principal balance of notes payable was due to:

      
   August 31, 2026  May 31, 2026
       
Lender A  $209,819   $209,819 
Lender B   277,240    277,240 
Lender C   233,800    260,000 
Lender D   288,880    288,880 
Lender E   368,750    368,750 
9 other lenders   1,011,022    1,080,039 
           
Total   2,389,511    2,484,728 
           
Less debt discounts   (322,763)   (709,067)
           
Net  $2,066,748   $1,775,661