CONVERTIBLE NOTES PAYABLE, RELATED PARTY | NOTE 5 – CONVERTIBLE NOTES PAYABLE, RELATED PARTY Convertible notes payable, related party consists of the following at February 28, 2021 and May 31, 2020, respectively: February 28, May 31, 2021 2020 On February 26, 2017, Sky Rover Holdings, Ltd (“Sky Rover), which is owned and controlled by Mr. Pei, agreed to loan up $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, as amended, is due on February 28, 2024, and is, 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 may also be paid by issuing restricted shares of common stock, at the same conversion price per share. On June 26, 2018, the Company repaid $4,000,000 of principal of 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 waived accrued and unpaid interest of $363,904, which was credited to additional paid in capital. As of February 28, 2021, there is $501,453 of accrued interest due on this loan. $ 2,500,000 $ 2,500,000 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, as amended, is due on November 20, 2024, and is, 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 may also be paid by issuing restricted shares of common stock, at the same conversion price per share. As of February 28, 2021, there is $1,310,685 of accrued interest on this loan. 8,000,000 8,000,000 Total convertible notes payable, related party 10,500,000 10,500,000 Less: current portion — — Convertible notes payable, related party, less current portion $ 10,500,000 $ 10,500,000 If Sky Rover converts the remaining $10,500,000 of principal on the Convertible Notes at the present conversion price of $0.08 per share into 131,250,000 shares, those shares, plus the approximate 101,353,450 shares Mr. Pei currently owns, would give him beneficial ownership of 232,603,450 shares of the Company’s 238,733,450 then-issued and outstanding shares (assuming that no other shares are issued prior to conversion), which would approximate 97.4% of the then-outstanding shares. The Company recognized interest expense for the nine months ended February 28, 2021 and 2020, respectively, as follows: February 28, February 29 2021 2020 Interest on due to related parties $ — $ 7,604 Interest on convertible notes, related party 392,671 394,110 Total interest expense $ 392,671 $ 401,714 |