Note 19: Related Party Transactions

As of February 28, 2025 and May 31, 2024, the Company had accrued salary due to Michael Abrams, a former officer of the Company prior to his September 1, 2015 termination, in the amount of $16,250.

During the three months ended February 28, 2025, the Company made payments of $10,000 to one of its three directors for their participation on the Board. During the nine months ended February 28, 2025, the Company made payments of $30,000 to one of its three directors and $15,000 to one of its directors for their participation on the Board, for a total of $45,000; the Company also made a payment of $5,000 to one of its directors for consulting fees.

The Company’s CEO has waived his board fees for the period.

On November 1, 2024, the Company acquired and cancelled 1,125,000 shares of common stock from a board member at a cost of $40,000 for a per share price of $0.0355. These shares were valued at $0.0557 per shares, which was the closing price on the date of the cancellation. The amount of $22,663 was charged to additional paid-in capital on this transaction. The purchase price of $40,000 had not been paid at February 28, 2025.

On August 28, 2024 the Company issued PN9, a note payable to a related party, in the principal amount of $2,600,000. Principal in the amount of $2,200,000 automatically converted into 56,847,545 shares of the Company’s common stock on August 30, 2024; the remaining principal in the amount of $400,000 bears interest at the rate of 12% per annum and matures on August 28, 2025. See note 15.

On October 15, 2024 the Company issued PN10, a note payable to a related party, in the principal amount of $150,000. PN10 bears interest at the rate of 12% per annum. Principal and interest payments are due monthly for 24 months in the amount $7,061 per month beginning November 30, 2024. See note 15.

On December 6, 2024 the Company issued PN11, a note payable to a related party, in the principal amount of $150,000. PN11 bears interest at the rate of 12% per annum. Principal and interest payments are due monthly for 24 months in the amount $7,061 per month beginning December 31, 2025. See note 15.

On January 7, 2025 the Company issued PN12, a note payable to a related party, in the principal amount of $300,000. PN12 bears interest at the rate of 12% per annum. Principal and interest payments are due monthly for 24 months in the amount $14,122 per month beginning January 31, 2025. See note 15.

On January 7, 2025 the Company issued PN13, a note payable to a related party, in the principal amount of $300,000. PN13 bears interest at the rate of 12% per annum. Principal and interest payments are due monthly for 24 months in the amount $14,122 per month beginning January 31, 2025. See note 15.

On January 7, 2025 the Company issued PN14, a note payable to a related party, in the principal amount of $300,000. PN14 bears interest at the rate of 12% per annum. Principal and interest payments are due monthly for 24 months in the amount $14,122 per month beginning January 31, 2025. See note 15.

On February 26, 2025 the Company issued PN16, a note payable to a related party, in the principal amount of $125,000. PN16 bears interest at the rate of 12% per annum. Principal and interest payments are due monthly for 24 months in the amount $5,884 per month beginning March 31, 2025. See note 15.

At February 28, 2025, there are 14 related party notes outstanding with a total principal amount of $2,929,218. See note 15.