NOTE 4 – EQUITY

Common Stock

The Company has authorized 1,000,000,000 shares of $0.001 par value, common stock.

On July 26, 2022, the Company effected a 1 for 26 reverse stock split of its common stock. All common stock amounts and references have been retroactively adjusted for all figures present to reflect this split unless specifically stated otherwise

During the three months ended July 31, 2022, the Company raised $50,593 in gross proceeds from the sale of 4,864,668 shares of common stock. Since these shares were sold at $0.0004 prior to the reverse split, which was below the par value of $0.001, the Company recorded a discount on common stock of $75,889 which reduced the Company’s equity.

During the three months ended October 31, 2022, the Company raised $24,369 in gross proceeds from the sale of 2,351,980 shares of common stock or an average price of $0.0104.

As of October 31, 2022, and October 31, 2021, there were 14,883,665 and 1,432,290 shares of common stock issued and outstanding, respectively.

Preferred Stock

The Company has 2,500,000 shares of Series A Preferred Stock, $0.001 par value, authorized

During the three months ended April 30, 2022 split, 162,101 shares of Series A Preferred Stock were converted on a 1,000 to 1 ratio into 6,234,654 shares of common stock.

On June 23, 2021, the Company amended its Articles of Incorporation and designated 2,500,000 Preferred A-1 shares. On July 2, 2021, the Company awarded Custodian Ventures/David Lazar 1,000,000 Series A-1 Preferred Stock for services performed as Custodian. Each share of Series A-1 Preferred stock is convertible to 1,000 shares of common stock. Based on this conversion rate, Custodian would control approximately 96% of the Company. As a result, since this share issuance represented substantially all of the Company’s value, the shares were valued at the purchase price of the Preferred Shares of $250,000 on August 24, 2021. The $250,000 was recognized as stock-based compensation, related party in the Company’s Statement of Operations for the period ended October 31, 2021.

The attributes of the Series A Preferred Stock are as follows:

Subject to the rights of any existing series of Preferred Stock or to the rights of any series of Preferred Stock which may from time to time hereafter come into existence, the holders of shares of Series A-1 Preferred Stock shall be entitled to receive dividends, out of any assets legally available therefor, upon any payment of any dividend (payable other than in Common Stock or other securities and rights convertible into or entitling the holder thereof to receive, directly or indirectly, additional shares of Common Stock of the Corporation) on the Common Stock of the Corporation, as and if declared by the Board of Directors, as if the Series A-1 Preferred Stock had been converted into Common Stock.

Liquidation Preference.

In the event of any liquidation, dissolution, or winding up of the Corporation, either voluntary or involuntary, the holders of the Series A-1 Preferred Stock shall be entitled to receive, prior and in preference to any distribution of any of the assets of the Corporation to the holders of Common Stock, or any other series or class of common stock of the Corporation, whether now in existence or hereafter created by amendment to the articles of incorporation of the Corporation or by a certificate of designation, by reason of their ownership thereof, and senior, prior, and in preference to any other series or class of preferred stock of the Corporation, whether now in existence or hereafter created by amendment to the articles of incorporation of the Corporation or by a certificate of designation, an amount per share equal to the price per share actually paid to the Corporation upon the initial issuance of the Series A-1 Preferred Stock (each, the “the Original Issue Price”) for each share of Series A-1 Preferred Stock then held by them, plus declared but unpaid dividends. Unless the Corporation can establish a different Original Issue Price in connection with a particular sale of Series A-1 Preferred Stock, the Original Issue Price shall be $0.001 per share for the Series A-1 Preferred Stock. If, upon the occurrence of any liquidation, dissolution, or winding up of the Corporation, the assets and funds thus distributed among the holders of the Series A-1 Preferred Stock shall be insufficient to permit the payment to such holders of the full aforesaid preferential amounts, then, the entire assets and funds of the corporation legally available for distribution shall be distributed first to the Series A-1 Preferred Stock, and then ratably among the holders of each other series of Preferred Stock in proportion to the preferential amount each such holder is otherwise entitled to receive.

The Series A-1 Preferred Stock shares are non-redeemable other than upon the mutual agreement of the Corporation and the holder of shares to be redeemed and even in such case only to the extent permitted by this Certificate of Designation, the Corporation’s Articles of Incorporation, and applicable law.

Conversion.

The holders of the Series A-1 Preferred Stock, shall have conversion rights as follows (the “Conversion Rights”):

Right to Convert.

Subject to Section 4(c), each share of Series A-1 Preferred Stock shall be convertible, at the option of the holder(s) thereof only, at any time after the date of issuance of such share, at the office of the Corporation or any transfer agent for such stock, into one thousand (1,000) fully paid and nonassessable shares of Common Stock (the “Series A-1 Conversion Ratio”).

During the three months ended April 30, 2022, 162,101 shares of Series A Preferred Stock were converted on a 1,000 to 1 ratio into 6,234,654 shares of Common Stock.

As of October 31, 2022, and October 31, 2021, there 837,899 and 1,000,000 shares of Series A Preferred Stock were issued and outstanding, respectively.