v3.21.2
Stockholders' Equity
12 Months Ended
May 31, 2021
Equity [Abstract]  
Stockholders' Equity
10. Stockholders’ equity

 

Common Stock

 

The Company is authorized to issue 800,000,000 shares of stock, a par value of $0.001 per share.

 

During the year ended May 31, 2021, the Company issued 28,291,180 shares of the Company’s common stock to a consultant. The shares have an aggregated fair value of approximately $91,666 which was expensed immediately.

 

On October 9, 2020, the Company’s Chief Executive Officer converted 30,000 shares of Series B Preferred Stock into an aggregate of 196,394,100 shares of the Company’s common stock.

 

On April 12, 2021, a noteholder converted $63,692 in principal and interest into 35,455,872 shares of the Company’s common stock. See Note 7.

 

As of May 31, 2021 and 2020, there were 393,742,663 and 0 shares of Common Stock issued and outstanding, respectively.

 

Series A Convertible Preferred

 

The Company has designated 130,000 shares of preferred stock as Series A Preferred Stock, $0.001 par value per share (the “Series A Preferred”). The holders of Series A Preferred, subject to the rights of holders of shares of the Company’s Series B Preferred Stock, which shares will be pari passu with the Series A Preferred in terms of liquidation preference and dividend rights, shall be entitled to receive, at their option, immediately prior and in preference to any distribution to the holders of the Company’s common stock. $0.001 par value per share and other junior securities, a liquidation preference equal to the stated value per share. Each share of Series A Preferred shall have a stated value equal to $0.001. Each share of Series A Preferred Stock can be converted into 6,546.47 shares of the Company’s authorized but unissued shares of Common Stock.

 

Share amounts at May 31, 2021 have been retroactively restated to account for the share exchange in connection with reverse merger. As of May 31, 2021 and 2020, there were 130,000 shares of Series A Preferred Stock issued and outstanding.

 

Series B Convertible Preferred

 

The Company has designated 870,000 shares of preferred stock as Series B Preferred Stock, $0.001 par value per share (the “Series B Preferred”). The holders of Series B Preferred, subject to the rights of holders of shares of the Company’s Series A Preferred Stock which shares will be pari passu with the Series B Preferred in terms of liquidation preference and dividend rights, shall be entitled to receive, at their option, immediately prior an in preference to any distribution to the holders of the Company’s common stock. $0.001 par value per share and other junior securities, a liquidation preference equal to the stated value per share. Each share of Series B Preferred shall have a stated value equal to $0.001. Each share of Series A Preferred can be converted into 6,546.47 shares of the Company’s authorized but unissued shares of Common Stock.

 

As noted above, on October 9, 2020, the Company’s Chief Executive Officer converted 30,000 shares of Series B Preferred Stock into an aggregate of 196,394,100 shares of the Company’s common stock.

 

Share amounts at May 31, 2021 have been retroactively restated to account for the share exchange in connection with reverse merger. As of May 31, 2021 and 2020, there were 840,000 and 870,000 shares of Series B Preferred Stock issued and outstanding, respectively.

 

Warrants

 

The following is a summary of the Company’s warrant activity:

 

          Weighted Average  
    Warrants     Exercise Price  
Outstanding – May 31, 2020     -     $ -  
Exercisable – May 31, 2020     -     $ -  
Granted     1,140,956,904     $ 0.002  
Outstanding – May 31, 2021     1,140,956,904     $ 0.002  
Exercisable – May 31, 2021     1,140,956,904     $ 0.002  

 

  Warrants Outstanding       Warrants Exercisable  
 

Exercise

Price

     

Number

Outstanding

     

Weighted

Average

Remaining

Contractual

Life (in years)

     

Weighted

Average

Exercise

Price

     

Number

Exercisable

     

Weighted

Average

Exercise

Price

 
$ 0.002       1,140,956,904       4.36     $ 0.002       1,140,956,904     $ 0.002  

 

At May 31, 2021, the total intrinsic value of warrants outstanding and exercisable was $111,875,388.