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Tuesday, January 19, 2021 1:18:35 PM
Section 2.6 Authorized Shares. The authorized capital of the Company consists, immediately prior to the Closing, of: (i) 8,900,000,000 shares of common stock, $0.001 par value per share, 8,272,627,462 shares of which are issued and outstanding immediately prior to the Closing; and (ii) 100,000,000 shares of preferred stock, par value $0.0001, 100,000,000 of which are designated Series A Convertible Preferred Stock and 100,000,000 of which are issued and outstanding immediately prior to the Closing. All of the outstanding shares of Common Stock and Preferred Stock have been duly authorized, are fully paid and nonassessable and were issued in compliance with all applicable federal and state securities laws.
As of May 31, 2020, the Company had 75,000,000 authorized shares of Common Stock with a par value of $0.001. As of August 31, 2020, and May 31, 2020, respectively, there were 8,272,627,462 shares of Common Stock issued and outstanding. Therefore as of May 31, 2020, the Company had issued 8,197,627,462 shares in excess of the amount authorized. As of May 31, 2020, the Company recorded these excess shares as a liability of $8,197,627 on its Consolidated Balance Sheet based on their par value of $0.001 per share.
On September 9, 2020, the Company filed a certificate of amendment with the State of Nevada to increase its authorized share count to 9,000,000,000 shares. Based on an analysis of Nevada law, the Company believes the increase in authorized shares, retroactively, relieves the Company of any liability for over-issuance of shares. As of August 31, 2020, the Company has reduced this liability of $8,197,627 to zero with an offset to Common Stock and Retained Earnings, resulting in no impact on its Consolidated Statement of Operations
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