CAPITAL STOCK DISCLOSURE

12 Months Ended

Aug. 31, 2024

Notes

CAPITAL STOCK DISCLOSURE

NOTE 8. CAPITAL STOCK

The Company is a Nevada corporation with shares of preferred and common stock authorized and issued. As at August 31, 2024 and 2023, the Company was authorized to issue Preferred Stock and Common Stock as detailed below.

On March 1, 2024, the Company increased the number of authorized shares of common stock to 1 Billion and also introduced two new series of preferred stock: (1) Lifestyle Spirits 2024 Series C Preferred, with 1,000,000 shares designated and authorized; and (2) Series D Preferred Stock, also with 1,000,000 shares designated and authorized.

On June 10, 2024, the Company executed a 1 for 60,000 reverse split of its shares of common stock. All share numbers referenced herein reflect this reverse split.

Preferred Stock

At August 31, 2024 and 2023 the Company had authorized Preferred Stock in three designations totaling 2,000,001 shares and one designation totaling 1 share, respectively.

Each designation of preferred stock is classified as equity as they are securities that are convertible into another security based on a conversion rate.

Preferred Stock Series A

The Company is authorized to issue 1 share of Series A, with a par value of $0.001 per share. As at September 1, 2021, the Company had no shares of Series A preferred stock issued and outstanding.

On November 6, 2020, the Company adopted amended Articles of Incorporation, which created the 2020 Series A Preferred Stock, with one share authorized with a par value of $0.001. This one share effectively controls the Company by representing no less than 60% of all combined votes of Common and Preferred Stock at any time. This one share is also convertible into 1,667 shares of common stock at any time.

On November 6, 2020, in accordance with a Court Order, the Company issued the one authorized share of 2020 Series A Preferred Stock to its legally appointed Custodian, International Ventures Society, LLC.

On December 16, 2020, International Venture Society, LLC sold the one share of issued and outstanding 2020 Series A Preferred Stock to Accelerate Global Market Solutions for a total of $55,000, resulting in a change of control.

On November 4, 2021, the holder of the one share of issued and outstanding 2020 Series A Preferred Stock converted this share into 1,667 shares of Common Stock.

In March 2022, the Company agreed that it would issue 1 share of Series A Preferred Stock to John Morgan in exchange for the cancellation of 2,917 shares of Common Stock. Those shares were cancelled on March 31, 2022. In fulfillment of this agreement, one share of Series A Preferred Stock was issued to John Morgan on January 23, 2023 recorded at fair value of $1,000,000.

At August 31, 2024 and 2023 the Company had 1 share of Preferred Stock Series A issued and outstanding.

Preferred Stock Series C

The Company is authorized to issue 1,000,000 shares of Series C, with a par value of $0.001 per share. As at September 1, 2021, the Company had no shares of Series C preferred stock issued and outstanding.

On March 15, 2024, the Company issued 200 shares of Series C to a consultant. These shares are convertible into 334 shares of common stock at the option of the holder, for a term of 36 months, and were issued at fair value of $7,863. Each share was issued with one warrant attached, meaning that 200 warrants were issued, each exercisable into one share Preferred Stock Series C at a price of $5.00 per share for eighteen months. These were issued with a fair value of $5,937, with total fair value for the stock and the warrants of $13,800.

At August 31, 2024 and 2023 the Company had 200 and nil shares of Preferred Stock Series C issued and outstanding, respectively.

Preferred Stock Series D

The Company is authorized to issue 1,000,000 shares of Series D, with a par value of $0.001 per share. As at September 1, 2021, the Company had no shares of Series D preferred stock issued and outstanding.

On April 1, 2024, the Company issued 3,667 shares of Series D, at a price of $3.00 per share for cash received of $11,000. The shares are convertible 1:1 into common stock at any time.

At August 31, 2024 and 2023 the Company had 3,667 and nil shares of Preferred Stock Series D issued and outstanding, respectively.

As at August 31, 2024 and 2023, the Company had a total of 3,868 shares and one share of Preferred Stock issued and outstanding, respectively.

Common Stock

As at August 31, 2024, the Company is authorized to issue up to 1,000,000,000 shares of Common Stock with par value of $0.001 per share.

On March 9, 2023, the Company issued 3,333 shares of Common Stock to an employee for services of $3, or $0.001 per share. These shares were issued at par value, which was $200,000 (note: this was prior to the reverse split of 1:60,000, meaning that 200,000,000 shares were originally issued), as they were subsequently cancelled.

On March 14, 2023, the Company issued 217 shares of Common Stock to an investor for investment of $13,000, or $59.91 per share.

On March 27, 2023, the Company issued 200 shares of Common Stock to an investor for investment of $12,000, or $60.00 per share.

On April 3, 2023, the Company issued 233 shares of Common Stock to an investor for investment of $14,000, or $60.09 per share.

On May 5, 2023, the Company issued 250 shares of Common Stock to an investor for investment of $15,000, or $60.00 per share.

On May 26, 2023, the Company issued 267 shares of Common Stock to an investor for investment of $16,000, or $59.93 per share.

On July 7, 2023, the Company issued 283 shares of Common Stock to an investor for investment of $17,000, or $60.07 per share.

Between September 7, 2023 and January 8, 2024, the Company issued 4,913 shares of Common Stock to a debt holder for debt conversion of $29,475, or $6.00 per share.

On December 22, 2023, the Company canceled 3,717 shares of Common Stock from various shareholders. This cancellation was accounted for at par value.

Between January 22, 2024 and February 29, 2024, the Company issued 4,983 shares of Common Stock to a debt holder for debt conversion of $29,900, or $6.00 per share.

Between March 6, 2024 and March 21, 2024, the Company issued 4,083 shares of Common Stock to a debt holder for debt conversion of $24,500, or $6.00 per share.

For the debt conversions made between September 7, 2023 and March 21, 2024, totaling 13,979 shares of Common Stock and $83,875, the Company also booked a loss of $670,986.

On June 20, 2024, the Company issued 5,604 shares of Common Stock to complete a reverse stock split. This issuance was accounted for at fair value of $33,630.

On June 20, 2024, the Company issued 1,999,967 shares of Common Stock to an employee for services of $2,000, or $0.001 per share. The stock was issued at par as it was subsequently cancelled.

As at August 31, 2024 and 2023, there were 2,021,562 and 5,729 shares of Common Stock issued and outstanding, respectively.