STOCKHOLDERS' EQUITY (DEFICIT) DISCLOSURE |
9 Months Ended |
|---|---|
Aug. 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 August 31, 2026, the Company had 17,342,354 shares of common stock outstanding. No preferred stock is issued as of August 31, 2026. As of August 31, 2025, the Company had 14,670,000 shares of common stock outstanding. No preferred stock is issued as of August 31, 2025.
For the period between inception and August 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 common 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. The agreement contemplated aggregate subscriptions of $300,000. The remaining $200,000 has not been received, and the subscriber has breached its payment obligations under the agreement. No shares have been issued for the unpaid amount. Following termination of the registered offering, the shares relating to the unpaid subscription cannot be issued under the prospectus. Accordingly, the Company does not consider the unpaid $200,000 an available source of capital.
From December 1, 2025, through August 31, 2026, the Company issued an aggregate of 106,682 shares of its common stock to investors for aggregate consideration of $106,682. The aggregate amount includes 2,000 shares of common stock issued to Fayaz Pinjari at a purchase price of $1.00 per share. The $2,000 purchase price was initially recorded as a subscription receivable as of May 31, 2026, and the Company subsequently received the $2,000 cash payment on June 3, 2026. The aggregate amount also includes 5,000 shares of common stock issued to Eric Joachim Liese on June 11, 2026, at a purchase price of $1.00 per share, for aggregate consideration of $5,000, which was received in cash on the same date.
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.
Stock-Based Compensation
On July 21, 2026, the Company issued an aggregate of 300,000 shares of common stock to Lionel Pinuer in connection with his service as Director of Finance. The shares consist of 100,000 shares as a past service recognition award for services rendered prior to July 20, 2026, and 200,000 shares as an upfront equity retainer for his services as Director of Finance. The shares were authorized to be issued as restricted securities.
On August 26, 2026, the Company issued an aggregate of 1,000,000 shares of common stock to Luis Carlos Ung, the Company’s Chief Executive Officer, and 1,000,000 shares of common stock to Shabnoor Shah, the Company’s Chief Operating Officer, pursuant to their respective Executive Employment Agreements. The shares were issued in recognition of their continuous executive services and contributions to the Company. Each executive’s 1,000,000 share grant was approved by the disinterested directors, with the respective executive abstaining from voting on his or her own compensation. The shares were authorized to be issued as restricted securities.
The Company accounts for equity awards granted in exchange for employee and nonemployee services in accordance with ASC 718, Compensation - Stock Compensation. Compensation expense is measured based on the grant-date fair value of the awards and recognized over the requisite service period. For awards that are fully vested upon grant, compensation expense is recognized on the grant date. |