Stockholders’ Deficit |
12 Months Ended |
|---|---|
May 31, 2025 | |
| Equity [Abstract] | |
| Stockholders’ Deficit | Note 7 – Stockholders’ Deficit
The Company is authorized to issue 20,010,000,000 shares of capital stock, of which shares are common stock, without par value, and shares are preferred stock, issuable in series.
Preferred Stock
The Company has designated shares of preferred stock as Series A Convertible Preferred Stock (the “Series A Stock”). Until July 20, 2022, each share had a par value of $; on that date, the Company amended its articles of incorporation to provide that each such share has par value. Under this amendment, (i) Series A Stock is entitled to receive dividends on the shares of common stock into which such shares are convertible, (ii) has the voting power of the number of shares of common stock into which such shares are convertible, (iii) is redeemable at the option of the Company for a redemption price equal to the number of shares of Common Stock into which the redeemed shares are convertible and (iv) are senior to the common stock and junior to the Series B Convertible Preferred Stock described below. At May 31, 2025, and May 31, 2024, there were shares of Series A Stock issued and outstanding.
On July 20, 2022, the Company designated a series of preferred stock, named Series B Preferred Convertible Preferred Stock, comprising shares (“Series B Preferred”). The shares of this series have par value, are not entitled to dividends, have no liquidation rights, are not redeemable, are not convertible, have 60% of the Company’s voting power and rank senior to the common stock and Series A Convertible Preferred Stock. The preferred shares were issued in exchange for common stock to an existing holder of Common Stock, who is a related party. The Company has deemed the value of the preferred and common shares to be the same, resulting in no change to additional paid-in capital. At May 31, 2025, and May 31, 2024, there were shares of Series B Preferred issued and outstanding.
Common Stock
During the year ended May 31, 2025, the Company sold shares of Common Stock for $158,000 and during the year ended May 31, 2024, the Company sold shares of Common Stock for $70,000.
During the year ended May 31, 2025, the Company issued shares of Common Stock for services rendered; these shares had a market value of $250,000 on the date of their issuance. In that year, the Company retired shares of Common Stock that had been issued for services that were not unperformed, valued at $30,000. During the year ended May 31, 2024, the Company issued shares of Common Stock for services rendered; these shares had a market value of $75,000 on the date of their issuance.
During the year ended May 31, 2025, the Company issued shares of Common Stock to an unrelated party in consideration of a promissory note in the principal amount of $86,250.
On May 31, 2025, and May 31, 2024, there were, respectively, and shares of Common Stock issued and outstanding.
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