To expand my question. Nevada law is not clear if shares are "void" or "voidable". Below is the paragraphs that spark the daily discussions here. Apparently THALL has more insight than "NEVADA LAW"...
Liability and Cure for Unauthorized Issuance of Additional Securities
Prior to September 9, 2020, our Articles of Incorporation authorized the issuance of 75,000,000 shares of common stock, par value $0.001. As of our year end on May 31, 2020, we had 8,272,627,462 shares issued and outstanding. This amount exceeded our authorized shares by 8,197,627,462 shares. In Nevada, the jurisdiction in which we are domiciled, the case law is clear on damages for overissued stock. The laws provide that the shareholder is entitled to force the issuer to swap the invalid shares for valid shares, if they are reasonably available. If valid shares are not reasonably available, which they were not, then the shareholder may recover from the issuer, the price the person or the last purchaser for value paid for it with interest from the date of his or her demand. As a result, based on information available, we recorded a liability on our balance sheet as of May 31, 2020 of $8,197,627 which equal the unauthorized times the par value of $0.001.
On September 9, 2020, we amended our Articles of Incorporation and increased the number of shares authorized to 9,000,000,000. The case law in Nevada is unclear on whether excess shares are “void” or “voidable”, therefore we may liable for our over issuance despite the fact that currently, the amount of authorized shares does not exceed the number of shares authorized.
