v3.25.1
STOCKHOLDERS’ EQUITY
9 Months Ended
Feb. 28, 2025
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 February 28, 2025, 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 Corporation’s common stock and Series A Preferred Stock shall vote together as a single class with the holders of the Corporation’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.

 

 

BLUE CHIP CAPITAL GROUP, INC.

NOTES TO THE CONSOLIDATED UNAUDITED FINANCIAL STATEMENTS

 

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 Corporation 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 Corporation’s common stock. The shares of Series A Voting Preferred Stock being issued to the Holders are not transferable.

 

Common Stock

 

The Company is authorized to issue 400,000,000 shares of common stock, par value of $.0001, of which 150,000,000 shares of common stock were initially issued to our founders. On July17, 2023 the Board of Directors approved a resolution to cancel 75,000,000 shares of common stock that had originally been issued to the founders.

 

During the nine months ended February, 28, 2025, the Company sold 500 shares of common stock for a total of $1,000.

 

During the nine months ended February 28, 2025, the Company issued 1,097,500 shares of common stock as an inducement to investors of convertible notes.

 

During the nine months ended February 28, 2025, the Company issued 2,100,000 shares of common stock for services rendered. The shares were valued at $0.50 per share based on recent stock sales to unrelated parties which is the best evidence of fair market value given there is currently no open market for these shares.