CAPITAL STOCK |
3 Months Ended |
|---|---|
Aug. 31, 2024 | |
| Equity [Abstract] | |
| CAPITAL STOCK | NOTE 4 – CAPITAL STOCK
Common stock
As of August 31, 2024 and May 31, 2024, the Company had common shares with a par value of $ authorized, with and shares issued and outstanding, respectively.
Preferred stock
As of August 31, 2024 and May 31, 2024, the Company had -- shares of Class A Preferred Stock authorized with a par value of $ authorized, with --and -- shares of Class A Preferred Stock issued and outstanding as of August 31, 2024 and May 31, 2024. Each share of Class A Preferred Stock was convertible to one share of common stock.
As of August 31, 2024 and May 31, 2024, the Company had shares of Class A-1 Preferred Stock authorized with a par value of $ authorized, with and shares of Class A-1 Preferred Stock issued and outstanding as of August 31, 2024 and May 31, 2024. The shares of Class A-1 Preferred is convertible to a number of shares equal to 95% of the post conversion of the total number of issued and outstanding shares of common stock.
On December 6, 2023 the Company awarded Custodian Ventures shares of Class A Preferred Stock, and shares of newly designated Class A-1 Preferred Stock with a par value of $. These shares were awarded for services performed and to cancel all advances made by the Custodian to the Company to enable the Company to pay for its operating expenses. Under the terms of the Certificate of Designation for the Class A-1 Preferred Stock, the preferred shares are convertible to a number of common shares equal to 95% of the post conversion of the total number of issued and outstanding shares of common stock. Since the Company’s common shares were not quoted on any stock exchanges, the fair market value of the conversion feature of the Preferred A-1 shares was determined based upon comparable sales of shell companies recently made by the Custodian; less notes payable of $58,802 due to the Custodian. As a result the Company valued 95% of the shell at $261,250 less $58,802, or $ as stock based compensation to the Custodian on its Statement of Operations for the three months ended August 31, 2024.
On January 5, 2024, Custodian Ventures converted its Class A shares to common shares. Simultaneously the holder of Class A Preferred shares also converted their shares to shares of common stock. Once these conversions occurred the Class A Preferred Stock was cancelled and no longer authorized.
On June 20, 2024 (the “Closing Date”), and effective on June 24, 2024 (the “Effective Date”), David Lazar (the “Seller”) and AEI Capital Ltd. (the “Purchaser”) entered into a Stock Purchase Agreement (the “SPA”) dated May 16, 2024. Pursuant to the SPA, among other provisions, the Seller agreed to sell to the Purchaser, and the Purchaser agreed to purchase from the Seller a total of shares of Series A-1 Preferred Stock of the Company held in the name of the Seller (the “Purchased Shares”). The Purchased Shares represented 100% of the Company’s issued and outstanding Series A-1 Preferred Stock and 95% of the total voting power of issued and outstanding Preferred and Common stock of the Company.
In connection with the transaction and subsequent amendments to the SPA, all previous officers of the Company resigned from their positions, and new officers designated by the Purchaser assumed their roles on June 24, 2024, with immediate effect. Pursuant to the SPA and subsequent amendments, the Board of Directors (“Board”) appointed Mr. John Tan Honjian to fill a vacancy on the Company’s Board of Directors caused by the resignation of the Company’s sole Board Member, Mr. David Lazar. Such appointments and resignations became effective on June 24, 2024. Mr. John Tan Honjian was also appointed CEO, President, CFO, and Secretary of the Company. Additionally, $45,102 in related party debt due to Mr. David Lazar was forgiven.
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