STOCKHOLDERS’ EQUITY

3 Months Ended

Aug. 31, 2024

Equity [Abstract]

STOCKHOLDERS’ EQUITY

NOTE 5 – STOCKHOLDERS’ EQUITY

Series A Preferred Stock

Based upon Board resolutions at the time the Company was re-domiciled in Nevada, the Company is authorized to issue 10,000,000 shares of Preferred Stock, at a par value of $.0001 of which 999,999 shares of Common Stock were issued to our founders. Our Board has the authority, without further action by the stockholders, to issue up to 9,000,000 shares of undesignated preferred stock with rights and preferences, including voting rights, designated from time to time by our Board. As of November 30, 2021, there are 1,000,000 shares of Series A Preferred Stock authorized, of which 999,999 shares are outstanding. The holders of the Series A Preferred Stock shall have full voting rights and powers on all matters subject to a vote by the holders of the Company’s Common Stock and Series A Preferred Stock shall vote together as a single class with the holders of the Company’s Common Stock and the holders of any other class or series of shares entitled to vote with the Common Stock (collectively, the “Voting Capital Stock”), with the holders of Series A Preferred Stock being entitled to sixty-eight percent (68%) of the total votes on all such matters regardless of the actual number of shares of Series A Preferred Stock then outstanding, and the holders of Voting Capital Stock and any other shares entitled to vote being entitled to their proportional share of the remaining 32% of the total votes based on their respective voting power. Unless otherwise declared from time to time by the Board of Directors, out of funds legally available thereof, the holders of shares of the outstanding shares of Series A Preferred Stock shall not be entitled to receive dividends. Holders of Series A Preferred Stock shall not be entitled, as a matter of right, to subscribe for, purchase or receive any part of any stock of the Company of any class whatsoever, or of securities convertible into or exchangeable for any stock of any class whatsoever, whether now or hereafter authorized and whether issued for cash or other consideration or by way of dividend by virtue of the Series A Preferred Stock nor shall the shares of Series A Preferred Stock be convertible into shares of the Company’s Common Stock. The shares of Series A Voting Preferred Stock being issued to the holders are not transferable without the consent of the Company and a majority of the other holders of Series A Preferred Stock.

Common Stock

Based upon Board resolutions at the time the Company was re-domiciled in Nevada, the Company is authorized to issue 400,000,000 shares of Common Stock, at a par value of $.0001 of which 150,000,000 shares of Common Stock were issued to the founders. The Company issued an additional 730,150 shares during the year ended May 31, 2024, and 500 shares during the quarter ended August 31, 2024, to third parties for cash investments. The Company also issued 1,605,000 shares as compensation. Additional shares may be issued upon the exercise of any outstanding warrants issued to private investors or to be issued by the Company in the future, or otherwise authorized for issuance by our board of directors, from time-to-time, without further stockholder approval. On July17, 2023 the Board of Directors approved a resolution to cancel 75,000,000 common shares that had originally been issued to the founders.

The holders of the Company’s common stock are entitled to receive dividends out of assets or funds legally available for the payment of dividends at such times and in such amounts as the board from time to time may determine. Holders of common stock are entitled to one vote for each share held on all matters submitted to a vote of shareholders. There is no cumulative voting of the election of directors then standing for election. Common stock is not entitled to pre-emptive rights and is not subject to conversion or redemption.