STOCKHOLDERS' EQUITY (DEFICIT) DISCLOSURE |
6 Months Ended |
|---|---|
May 31, 2026 | |
| Notes | |
| STOCKHOLDERS' EQUITY (DEFICIT) DISCLOSURE | NOTE 3 - SHAREHOLDERS DEFICIT
Common Stock
Authorized: 500,000,000 shares of voting common stock with a par value of $0.0001, 200,000,000 shares of preferred stock with a par value of $0.0001. As of May 31, 2026, the Company had 15,037,354 shares of common stock outstanding. No preferred stock is issued as of May 31, 2026. As of May 31, 2025, the Company had 14,670,000 shares of common stock outstanding. No preferred stock is issued as of May 31, 2025.
For the period between inception and May 31, 2026, the Company engaged in the following equity events:
Sale of Common Stock and Subscriptions
From July 24, 2024, through November 30, 2024, the Company issued 5,370,000 shares of the Company’s common stock to investors for an aggregate purchase price of $59,100. The company booked these transactions as subscription receivable as of November 30,2024. The company received the proceeds from investors in January 2025.
On March 30, 2026, the Company issued 100,000 ordinary shares to JE Omnitrade, Inc. at a price of USD $1.00 per share pursuant to a Share Subscription Agreement dated March 24, 2026. The Company received cash proceeds of USD $100,000 on the same date. Under the terms of the agreement, JE Omnitrade, Inc. agreed to subscribe for up to 300,000 ordinary shares for total consideration of USD $300,000, with the remaining USD $200,000 payable in future installments. Additional shares will be issued on a pro rata basis as future installment payments are received.
From December 1, 2025, through May 31, 2026, the Company issued 101,682 shares of the Company’s common stock to investors for an aggregate purchase price of $101,682. The company issued 2,000 common shares to Fayaz Pinjari at a $1.00 per share against which the payment has not been received. The company booked this transaction amounting to $2,000 as subscription receivable as of May 31, 2026.
Shares issued for license fees
From July 24, 2024, through November 30, 2024, the Company issued 300,000 shares of the Company’s common stock to Locus Social Inc. as initial license fee of $30,000.
Shares issued to founders
On July 29, 2024, the Company issued 9,000,000 shares of the Company’s Common Stock to founders.
Shares issued for services
On December 31, 2025, the Company issued 118,800 shares of common stock to Soho Capital Solutions in exchange for services rendered. Although the agreed price was $0.10 per share (totaling $11,880), the shares were recorded at their estimated fair value of $1.00 per share, resulting in a total recognized value of $118,800. Accordingly, the Company recognized a loss on settlement of services of $106,920, representing the excess of the fair value of the shares issued over the agreed consideration.
On February 28, 2026, the Company issued 41,940 shares of common stock to Soho Capital Solutions in exchange for services rendered. Although the agreed price was $0.10 per share (totaling $4,194), the shares were recorded at their estimated fair value of $1.00 per share, resulting in a total recognized value of $41,940. Accordingly, the Company recognized a loss on settlement of services of $37,746, representing the excess of the fair value of the shares issued over the agreed consideration.
On May 31, 2026, the Company issued an aggregate of 4,932 shares of its common stock to Soho Capital Solutions for services rendered at a price of $1.00 per share, for total proceeds of $4,932. |