Convertible Notes Payable Related Parties, Disclosure | NOTE 8 - CONVERTIBLE NOTES PAYABLE RELATED PARTIES In May 2022, Alain Parrik assigned his convertible note of $85,000 the Company owed him to Okie LLC. According to the note terms and conditions, the note can be converted to shares at a fixed price of $0.005 per share. In November 2022, Okie LLC assigned the convertible note to Scott McAlister for consideration. As of November 30, 2024 the balance of the note is $85,000, it is due on demand, and has an interest rate of 0%. In November 2022, the Company issued a convertible promissory note in the principal of $135,000 to the Company’s CEO for funds he has advanced the Company for expenses. The Note has a term of four years, the interest rate is 12% and the conversion price is $0.04 per share. As of November 30, 2024 the balance of the note was $135,000. In February 20, 2024, the Company issued a convertible promissory note in the amount of $187,852 to 10 N Newnan, LLC, a Company owned by the CEO, for the prepayment of the lease entered in February 2023 for three years from February 2023 to January 2026 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 six months ended November 30, 2024, $117,615 of note premium was recognized, and the balance of the note was $944,314 (inclusive of a $756,462 premium balance) as of November 30, 2024. In February 20, 2024, the Company issued a convertible promissory note in the amount of $101,760 to 1268 Church Street, LLC, a Company owned by the CEO, for the prepayment of the lease entered in January 2024 for three years from January 2024 to December 2026 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 six months ended November 30, 2024, $55,337 of note premium amortization was recognized, and the balance of the note was $568,262 (inclusive of a $466,502 premium balance) as of November 30, 2024. On June 28, 2024, the Company issued a convertible promissory note in the amount of $186,089 to Scott McAlister, the CEO, to pay off the unpaid rent of $69,550, advances of $83,159 and the unpaid interest of $33,380. 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 with amortization of $27,493 recognized during the three months ended November 30, 2024, and the balance of the note was $690,937 (inclusive of a $504,848 premium balance). As of November 30, 2024, the maturities of the long-term convertible notes are as follows: Year ending Amount November 30, 2025 $ - November 30, 2026 - November 30, 2027 135,000 November 30, 2028 187,852 November 30, 2029 287,849 Total $ 610,701 For the six months ended November 30, 2024 and 2023, the interest expenses were $30,969 and $8,235, respectively. |