UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

(Mark One)

x☒	ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended May 31, 2018

¨
For the fiscal year ended May 31, 2022
☐	TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from  to 

Commission file number 000-52831

NATE’S FOOD CO.

(Exact name of registrant as specified in its charter)

15151 Springdale Street, Huntington Beach, California		92649
(Address of principal executive offices)		(Zip Code)92649
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (949) 381-1834

Securities registered pursuant to Section 12(b) of the Act:

Securities registered pursuant to Section 12(g) of the Act:

Common Stock, $0.0001 par value per share

Common Stock, $0.001 par value per share

(Title of class)

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 the Securities Act. Yes x ☐ No x☒

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act Yes ¨ ☐ No x☒

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirements for the last 90 days. Yes x ☐ No ¨☒

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-KS-T (§229.405 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes x☐ No ¨

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ¨☒

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨☐

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ¨☐ No x☒

The aggregate market value of Common Stock held by non-affiliates of the Registrant on November 30, 2017,2021, was $800,909approximately $1,200 based on a $0.00165$0.0026 average bid and asked price of such common equity, as of the last business day of the registrant'sregistrant’s most recently completed second fiscal quarter.

537,774,616 common shares as of April 15, 2019.

DOCUMENTS INCORPORATED BY REFERENCE

None.

TABLE OF CONTENTS

Item 1.	Business			3
Item 1A.	Risk Factors		7
Item 1B.	Unresolved Staff Comments			7
Item 2.	Properties			78
Item 3.	Legal Proceedings			78
Item 4.	Mine Safety Disclosures			78
Item 5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities			78
Item 6.	Selected Financial Data[Reserved]			89
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations			89
Item 7A.	Quantitative and Qualitative Disclosures About Market Risk			1213
Item 8.	Financial Statements and Supplementary Data			1314
Item 9.	Changes in and Disagreements With Accountants on Accounting and Financial Disclosure			1415
Item 9A.	Controls and Procedures			1415
Item 9B.	Other Information			16
Item 10.	Directors, Executive Officers and Corporate Governance			17
Item 11.	Executive Compensation			2120
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters			22
Item 13.	Certain Relationships and Related Transactions, and Director Independence			2423
Item 14.	Principal Accounting Fees and Services			2523
Item 15.	Exhibits and Financial Statement Schedules		24	26

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PART I

PART I

Item 1. Business

This annual report contains forward-looking statements. These statements relate to future events or our future financial performance. In some cases, you can identify forward-looking statements by terminology such as “may”, “should”, “expects”, “plans”, “anticipates”, “believes”, “estimates”, “predicts”,“may,” “should,” “expects,” “plans,” “anticipates,” “believes,” “estimates,” “predicts,” “potential” or “continue” or the negative of these terms or other comparable terminology. These statements are only predictions and involve known and unknown risks, uncertainties and other factors, including the risks in the section entitled “Risk Factors” that may cause our or our industry’s actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements.

Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements. Except as required by applicable law, including the securities laws of the United States, we do not intend to update any of the forward-looking statements to conform these statements to actual results.

Our financial statements are stated in United States Dollars (US$) and are prepared in accordance with United States Generally Accepted Accounting Principles.

In this annual report, unless otherwise specified, all dollar amounts are expressed in United States dollars and all references to “common shares” refer to the common shares in our capital stock.

As used in this current report and unless otherwise indicated, the terms “we”“Company,” “we,” “us,”, “us”“our” and “our”“our Company” mean Nate’s Food Co., unless otherwise indicated.

General Overview

We were incorporated underin the laws of the Statestate of Colorado on January 12, 2000 under the name Capital Resources Alliance, Inc. At inception, we were a development stage company2000. Nate’s Food Co. is domiciled in the businessstate of miningColorado, and exploration.its corporate headquarters are located in Huntington Beach, California. On May 12, 2014, Nate’s Pancakes Inc. was incorporated in the state of Indiana. On May 19, 2014, our companythe Company completed a reverse merger withbetween Nate’s Pancakes, Inc., an Indiana company, withInc and Capital Resource Alliance. Nate’s Pancakes beingwas the surviving entity.company. In May 2014, wethe Company changed ourits name from Capital Resource Alliance Inc. to Nate’s Food Co.

In connection with the reverse merger, we became a food manufacturing and product company, and in May 2014, we executed a licensing agreement with Nate’s Pancakes to market and sell “Nate’s Homemade”, exclusively throughout the world.

The Company is engaged in “Bitcoin Mining” – i.e., the process by which Bitcoins are created resulting in new blocks being added to the blockchain and new Bitcoins being issued to the miners. The Company intends to purchase and maintain ASIC (application-specific integrated circuit) computers - computers specifically designed for cryptocurrency mining - that will be used for Bitcoin Mining. We plan to initially place this Bitcoin Mining equipment with 3rd party datacenters or farms (often referred as a “Co-Location”) that will power and operate our Bitcoin Mining equipment for a fee. We plan to generate revenues through receiving Bitcoin from our Bitcoin Mining equipment.

On April 6, 2017, our board of directors and a majority of our shareholders approved the filing of Restated Articles of Incorporation to increase the authorized shares of common stock of our companyCompany from Five Hundred Million (500,000,000) to One Billion Five Hundred Million 1,500,000,000. The Restated Articles of Incorporation to effect the increase of common stock was filed with the Secretary of State for the State of Colorado on July 26, 2017.

Our Current BusinessOn February 1,2022, our board of directors and a majority of our shareholders approved the filing of Restated Articles of Incorporation to increase the authorized shares of common stock of our Company from One Billion Five Hundred Million (1,500,000,000) to Six Billion Five Hundred Million 6,500,000,000. The Restated Articles of Incorporation to effect the increase of common stock was filed with the Secretary of State for the State of Colorado May 12, 2022.

We are a food manufacturing and product company that manufactures, distributes and sells ready-to-use, pre-mixed pancake and waffle batter. We hold a 20 year worldwide exclusive license agreement for Nate’s Homemade.

On August 23, 2016, we entered in to an arrangement with one of California’s largest aerosol producers to begin pilot production runs of Nate’s Homemade Pancake and Waffle Batter in order to start supplying Southern California grocery stores. This will enable our company to expand our current online sales activity to include distribution to regional grocery chains without impacting our ongoing development activities with ABCO Laboratories Inc. in Northern California.

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Our Current Business

The Company is engaged in “Bitcoin Mining” – i.e., the process by which Bitcoins are created resulting in new blocks being added to the blockchain and new Bitcoins being issued to the miners. The Company has acquired ASIC (application-specific integrated circuit) computers - computers specifically designed for cryptocurrency mining - that will are currently mining Bitcoin. The Bitcoin Mining equipment is hosted by 3rd party datacenters or farms (often referred as a “Co-Location”) that will power and operate our Bitcoin Mining equipment for a fee. We generate revenues through receiving Bitcoin from our Bitcoin Mining equipment

Our food development division licenses, develops and manufactures food products.  The Company’s Board of Directors has voted to cease product manufacturing and development of new products for its food development division. We are, however, continually exploring options to license our developed products, a ready-to-use, pre-mixed pancake and waffle batter delivered in a pressurized can. We are also exploring options on monetizing our proprietary blend of pancake and waffle dry mix. Our current product line consists of the original flavor of pancake and waffle mix and three additional flavors, Banana, Blueberry and Strawberry.  The flavors can be found at www.natesfoodco.com/brands, however, are not currently for sale.

On July 15, 2022, the Company executed an exclusive license with Kenny B, LLC for the product name Sh’Mallow, a non-refrigerated, shelf stable marshmallow product that can also be toasted. Sh’Mallow is available for sale on-line at https://www.sh-mallow.com/shop and is easily shipped.

Under this exclusive license agreement, the Company will pay a royalty of 7.5% on all Net Sales of Sh’Mallow. 12 months after the execution of the agreement a minimum royalty payment of $5,000 a month shall be required to maintain the exclusivity of the license agreement.

Upon the effective date of the license agreement (August 15, 2022), all Sh’Mallow sales will be conducted through Nate’s Food Co. The Company will work to redevelop the product label and branding, as well as increasing the production capacity to meet the expected demand by wholesale membership and retail grocery stores. The Company has already begun assisting on obtaining grocery store placement and has received positive interest from national coffee shops and grocery stores.

Nate’s Food Co. is actively working on increasing production capacity, including the acquisition of additional mixing and filling equipment for Sh’Mallow. The Company has also begun running tests on the necessary equipment for the project. This increase in capacity will allow the Company to meet minimum order quantities (“MOQs”) and execute on orders from stores that have already expressed interest in the Sh’Mallow product. The Company is also working on the marketing plan to promote the product through social media platforms and direct response campaigns with the ultimate goal of brand recognition and increasing online sales.

Nate’s Food Co has been involved with the product development with Kenny B, LLC since 2016 and has been working on Sh’Mallow project since its infancy stage with the goal of growing and adding it to the Company’s product line upon Sh’Mallow became available for sale in 2022.

The Company will also continue to expand its Bitcoin Mining as a hedge against inflation. We strongly believe it will help us to grow the Company and enhance our balance sheet accumulating Bitcoin funds in the coming years. We hope those consistent additional inflows will allow us to develop more products and expand our product line.

Bitcoin Customers

Customers does not factor into our Bitcoin Mining operations.

Bitcoin Marketing

Marketing does not factor into our Bitcoin Mining operations.

Bitcoin Distribution

Distribution does not factor into our Bitcoin Mining operations.

Food Product License Agreement

Term

The license agreement isfor Nate’s Homemade, in which our Company entered into was for a term of twenty (20) years. Our company hasCompany had the right to renew the license agreement for successive ten (10) year period by paying $1,000,000 for each new term. Production was halted in January 2018 and the holders of the license agreed to accept a buy-out of $0.00 and halt the accrual of any additional minimum fees. As of April 1, 2019, our Company has been the sole owners of the intellectual property associated with the license agreement.

Payments/Royalty

Our company shallUnder the terms of the license agreement, our Company was required to pay a royalty equal to Three Percent (3%) of the Gross Revenue from the licensed products. Gross revenue is defined as total revenue minus discounts and allowances. The license requiresrequired that we pay a minimum monthly fee of $7,500 beginning twelve (12) months from the execution of the license agreement (June 1, 2015) which is against the 3% royalty. The fee began accruing on June 1, 2015. As at May 31,Subsequent to the production halt in 2018 and May 31, 2017, accrued fees are $0 and $103,500 respectively, and is included in accounts payable and accrued liabilities in the accompanying financial statements.

Since the company temporarily halted all production in January 2018, halted sales on our on-line store shortly thereafter, the company has had no revenues since March 31, 2019.  The holders of the license have agreed to accept a buy-out of $0.00, and halt the accrual of any additional minimum fees in the future.  The company will, from April 1, 2019, bebecoming the sole owners of the intellectual property associated with the license agreement.as of April 1, 2019, no royalties are required.

Product Ordering

Our companyCompany is able to purchase raw materials directly from 3^rd party suppliers and manufacture the product for sales. Our companyCompany may also develop and create additional flavors such as chocolate, blueberry, or strawberry.

Buy-OutOur Food Products

Our company alsofood products production has the option, atbeen halted and we are focused on licensing our election, to purchase the intellectual property associated to the license agreement.  Since the buy-out option is calculated to be an amount equal to the revenue for the 12 months immediately prior to the buy-out, the Company has elected to buy-out the license, effective March 1, 2019 

Our Product

Through Nate’s Homemade we selldeveloped products consisting of a ready-to-use, pre-mixed pancake and waffle batter delivered in a pressurized can. Our current product is an original flavor of pancake and waffle batter. We are currently in the process of developing additional flavorsbatter and products with the goal to have 10 products in development in 2019. Currently, we have developed three flavors for our pancake and waffle mix andmix. Once we have begun development on a brownie batter. Weresumed production, we plan to continue to expand into other baked goods and other non-breakfast areas.

Our Food Product Customers

We sell ourOur products were being sold across the United States to a variety of customers through our online store at www.nateshomemade.com. Currently, the Company is focused on licensing its products to 3^rd party production facilities that have established contracts with grocery stores and big box stores. We are also exploring options on monetizing our proprietary blend of pancake and waffle dry mix. Our current product line consists of the original flavor of pancake and waffle mix and three additional flavors, Banana, Blueberry and Strawberry.  The flavors can be found at www.natesfoodco.com/brands. 

We have previously delivered samples and will continue to deliver samples of our products to retail chains such as Wal-Mart, Target, Sam’s Club, Costco, Kroger, BJ’s and Albertson’s and in retail stores and evaluate their interest of our product.

Food Product Sales and Marketing

To date,The Company is currently focused on licensing our salesproducts to 3^rd party production facilities that have primarily been through our online store at www.nateshomemade.com. We continue presenting the productestablished contracts with grocery stores and providing samples to distributors and retailers. We have prepared several advertisements for placement in various grocery industry related journals and magazines, but we have not begun placement yet.big box stores.

Food Manufacturing and Distribution

Raw materials used in our products include cans, valves, caps, flour and other commodities. We continuously monitor worldwide supply and cost trends of these raw materials to enable us to take appropriate action to obtain the ingredients and packaging we need for production. Although the prices of our principal raw materials may fluctuate based on adverse weather, the economy, and other conditions, we believe such raw materials to be generally available from numerous sources.

We currently utilize one production facility in the United States which manufactures and distributes our products.

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Seasonality

Sales of our products arewere not seasonal and were generally evenly distributed throughout the year. Revenue from Bitcoin Mining is not seasonal.

Competition

Food Development

We operate in a highly competitive environment. We have numerous competitors of varying sizes, including manufacturers of private label products, as well as manufacturers of other branded food products, which compete for trade merchandising support and consumer dollars. We compete with large conventional consumer packaged foods companies. We also compete with natural and organic consumer packaged foods companies. At present, there are no other companies manufacturing or distributing aerosol delivered pancake and waffle batters.

Competitive factors in our industry include product innovation, product quality, price, brand recognition and loyalty, product variety and ingredients, product packaging and package design, effectiveness of marketing and promotional activity, and our ability to identify and satisfy consumer tastes and preferences.

Bitcoin Mining

In cryptocurrency mining, companies, individuals and groups generate units of cryptocurrency through mining. Miners can range from individual enthusiasts to professional mining operations with dedicated data centers, with all of which we compete. Miners may organize themselves in mining pools, with which we would compete. The Company intends to participate in mining pools. At present, the information concerning the activities of these enterprises is not readily available as the vast majority of the participants in this sector do not publish information publicly or the information may be unreliable

Compliance with Government Regulation

Bitcoin Mining

Government regulation of blockchain and cryptocurrency is under review with a number of government agencies, the Securities and Exchange Commission, the Commodity Futures Trading Commission, the Federal Trade Commission and the Financial Crimes Enforcement Network of the U.S. Department of the Treasury, and in other countries. State government regulations also may apply to certain activities such as cryptocurrency exchanges (bitlicense, banking and money transmission regulations) and other activities. Other bodies which may have an interest in regulating or investigating companies engaged in the blockchain or cryptocurrency business include the national securities exchanges and the Financial Industry Regulatory Authority. As the regulatory and legal environment evolves, the Company may in its mining activities become subject to new laws, and further regulation by the SEC and other agencies. On November 16, 2018, the SEC issued a Statement on Digital Asset Securities Issuance and Trading, in which it emphasized that market participants must still adhere to the SEC’s well-established and well-functioning federal securities law framework when dealing with technological innovations, regardless of whether the securities are issued in certificated form or using new technologies, such as blockchain.

Blockchain and cryptocurrency regulations are in a nascent state with agencies investigating businesses and their practices, gathering information, and generally trying to understand the risks and uncertainties in order to protect investors in these businesses and in cryptocurrencies generally. Various bills have also been proposed in Congress for adoption related to our business which may be adopted and have an impact on us. The offer and sale of digital assets in initial coin offerings, which is not an activity we expect to pursue, has been a central focus of recent regulatory inquiries. On November 16, 2018 the SEC settled with two cryptocurrency startups, and reportedly has more than 100 investigations into cryptocurrency related ventures, according to a codirector of the SEC’s enforcement division (Wall Street Journal, November 17-18, 2018). An annual report by the SEC shows that digital currency scams are among the agency’s top enforcement priorities. The SEC is focused in particular on Initial Coin Offerings (ICOs), which involve the sale of digital tokens related to blockchain projects. Many such projects have failed to deliver on their promises or turned out to be outright scams. In the past year, the enforcement division has opened dozens of investigations involving ICOs and digital assets, many of which were ongoing at the close of FY 2018,” the SEC states in a section of the report titled “ICOs and Digital Assets.”

Food-Related Regulations

As a manufacturer and distributor of food products, we are subject to a number of food-related regulations, including the Federal Food, Drug and Cosmetic Act and regulations promulgated thereunder by the FDA. This comprehensive regulatory framework governs the manufacture (including composition and ingredients), labeling, packaging, and safety of food in the United States. The FDA:

In March 2014, the FDA issued a proposed rule that would make significant changes to the information appearing in, and the format of, the nutrition facts appearing on food labels. In July 2015, the FDA issued a supplemental proposed rule to establish a reference value for added sugars and to require a declaration of the percent daily value of added sugars on the food label. The proposed rule would also revise the footnote in the nutrition label regarding the percent daily value. It is not clear whether FDA will issue final regulation or, if it does, how much time FDA will give food manufactures to bring their labels into compliance. During the time our products were in production we worked with our copacker to ensure that all of our products were fully compliant with all relevant FDA regulations.

In addition, the FDA enforces the Public Health Service Act and regulations issued thereunder, which authorizes regulatory activity necessary to prevent the introduction, transmission, or spread of communicable diseases. These regulations require, for example, pasteurization of milk and milk products. The FDA also is implementing the Food Safety Modernization Act of 2011 (“FSMA”) which, among other things, mandates that the FDA adopt preventive controls to be implemented by farms, warehouses, food facilities and transporters in order to minimize or prevent hazards to food safety.

In September 2015, FDA released final rules implementing the Produce Safety and Current Good Manufacturing Practices, Hazard Analysis and Risk Based Preventive Controls (HARPC) requirements for human food and animal food, which was a major milestone in the implementation of FSMA. The final rules revise the FDA’s food safety regulations by: (1) codifying good agricultural practices and water fertilizer action limits, (2) updating and revising certain requirements in the existing current good manufacturing practices regulations (current 21 CFR Part 110), (3) requiring the establishment and implementation of a food safety system that includes an analysis of hazards and risk-based preventive controls and sets requirements for a written food safety plan, and (4) adding new requirements for a risk-based end-to-end supply chain program.

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Compliance is required by September 19, 2016, with respect to the new good manufacturing practices and HARPC regulations, and by January 2017, with respect to the new produce safety rules. We remained in full compliance with all relevant manufacturing and production safety rules and regulations until we suspended all production activities in 2018.

We are subject to numerous other federal, state, and local regulations involving such matters as the licensing and registration of manufacturing facilities, enforcement by government health agencies of standards for our products, inspection of our facilities, and regulation of our trade practices in connection with the sale of our products. In response to food-borne illness events, FDA scrutiny of the food and beverage industry has increased over the past few years, which has required food and beverage companies to dedicate additional resources to the areas regulated by the FDA.

Labeling Regulations

We are subject to various labeling requirements with respect to our products at the federal, state, and local levels. At the federal level, the FDA has authority to review product labeling, and the Federal Trade Commission may review labeling and advertising materials, including online and television advertisements to determine if advertising materials are misleading. Similarly, many states review dairy product labels to determine whether they comply with applicable state laws. In addition, the European Union has issued and enforces rules governing foodstuff labeling, nutrition, and health claims. We believe we are in material compliance with all labeling laws and regulations applicable to our business.

We believe that we are and will continue to be in compliance in all material respects with applicable statutes and the regulations passed in the United States. There are no current orders or directions relating to our companyCompany with respect to the foregoing laws and regulations.

Intellectual Property

We currently have the exclusive license to all intellectual property held by IPC, Inc., which includes the Patentpatent filed by Nate Steck for delivery of pancake and waffle batter contained in an aerosol can, as well as the our domain names and websites, www.natesfoodco.com and www.nateshomemade.com.

Employees

Other than our directors and officers, who provide their services to our companyCompany and independent consultants, we have no full timefull-time employees.

WHERE YOU CAN FIND MORE INFORMATION

You are advised to read this Form 10-K in conjunction with other reports and documents that we file from time to time with the SEC. In particular, please read our Quarterly Reports on Form 10-Q and Current Reports on Form 8-K that we file from time to time. You may obtain copies of these reports directly from us or from the SEC at the SEC’s Public Reference Room at 100 F. Street, N.E. Washington, D.C. 20549, and you may obtain information about obtaining access to the Reference Room by calling the SEC at 1-800-SEC-0330. In addition, the SEC maintains information for electronic filers at its website http://www.sec.gov.

Item 1A. Risk Factors

As a “smaller reporting company”, we are not required to provide the information required by this Item.

The above statement notwithstanding, shareholders and prospective investors should be aware that certain risks exist with respect to our company and our business, including those risk factors contained in our most recent Registration Statements on Form 10, as amended. These risks include, among others: limited assets, lack of significant revenues and only losses since inception, industry risks, dependence on third party manufacturers/suppliers and the need for additional capital. Our company’s management is aware of these risks and has established the minimum controls and procedures to insure adequate risk assessment and execution to reduce loss exposure.

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Item 1B. Unresolved Staff Comments

As a “smaller reporting company”, we are not required to provide the information required by this Item.

Item 2. Properties

Our corporate head office is located at 15151 Springdale Street, Huntington Beach, California 92649. This location is currently provided to us at no cost. We believe that this space is sufficient to meet our present needs. Our product development, food science division and production facilities are located at ABCO Laboratories, Inc., located at 2450 South Watney Way, Fairfield, California, 94533.

Item 3. Legal Proceedings

From time to time, we may become involved in litigation relating to claims arising out of our operations in the normal course of business. We are not involved in any pending legal proceeding or litigation and, to the best of our knowledge, no governmental authority is contemplating any proceeding to which we are a party and which would reasonably be likely to have a material adverse effect on our company.Company. To date, our companyCompany has never been involved in litigation, as either a party or a witness, nor has our companyCompany been involved in any legal proceedings commenced by any regulatory agency against our company.Company.

Item 4. Mine Safety Disclosures

Not applicable.

Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

Our common shares are quoted on the OTC Markets under the symbol “NHMD.” The following quotations, obtained from Stockwatch, reflect the high and low bids for our common shares based on inter-dealer prices, without retail mark-up, mark-down or commission and may not represent actual transactions.

The following table reflects the high and low bid information for our common stock obtained from Nasdaq and reflects inter-dealer prices, without retail mark-up, markdown or commission, and may not necessarily represent actual transactions.

The high and low bid prices of our common stock for the periods indicated below are as follows:

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Our shares are issued in registered form. ClearTrust, LLC, 16540 Pointe Village Drive, Suite 210, Lutz, FL 33558 (Telephone: (813) 235-4490; Facsimile: (813) 388-4549 is the registrar and transfer agent for our common shares.

On November 15, 2018,As of September 19, 2022, the shareholders’ list showed 2123 registered shareholders with 537,774,616580,024,616 common shares outstanding.

Dividend Policy

We have not paid any cash dividends on our common stock and have no present intention of paying any dividends on the shares of our common stock. Our current policy is to retain earnings, if any, for use in our operations and in the development of our business. Our future dividend policy will be determined from time to time by our board of directors.

Equity Compensation Plan Information

We do not have any equity compensation plans.

Recent Sales of Unregistered Securities; Use of Proceeds from Registered Securities

We did not sell any equity securities which were not registered under the Securities Act during the year ended May 31, 20182022, that were not otherwise disclosed on our quarterly reports on Form 10-Q or our current reports on Form 8-K filed during the year ended May 31, 2018.2022.

Purchase of Equity Securities by the Issuer and Affiliated Purchasers

We did not purchase any of our shares of common stock or other securities during our fourth quarter of our fiscal yearyears ended May 31, 2018.2022 and 2021.

Item 6. Selected Financial Data[Reserved]

As a “smaller reporting company”, we are not required to provide the information required by this Item.

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following discussion should be read in conjunction with our audited financial statements and the related notes that appear elsewhere in this annual report. The following discussion contains forward-looking statements that reflect our plans, estimates and beliefs. Our actual results could differ materially from those discussed in the forwardforward- looking statements. Factors that could cause or contribute to such differences include, but are not limited to those discussed below and elsewhere in this annual report, particularly in the section entitled “Risk Factors” beginning on page 8 of this annual report.

Our audited financial statements are stated in United States Dollars and are prepared in accordance with United States Generally Accepted Accounting Principles.

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Plan of Operations and Liquidity Requirements

We have suffered recurring losses from operations. The continuation of our companyCompany is dependent upon our companyCompany attaining and maintaining profitable operations and raising additional capital as needed. The issuance of additional equity securities by us could result in a significant dilution in the equity interests of our current stockholders.

There are no assurances that we will be able to obtain further funds required for our continued operations. As noted herein, we are pursuing various financing alternatives to meet our immediate and long-term financial requirements. There can be no assurance that additional financing will be available to us when needed or, if available, that it can be obtained on commercially reasonable terms. If we are not able to obtain the additional financing on a timely basis, we will be unable to conduct our operations as planned, and we will not be able to meet our other obligations as they become due. In such event, we will be forced to scale down or perhaps even cease our operations.

Results of Operations - Years Ended May 31, 2018 and 2017

The following summary of our results of operations should be read in conjunction with our financial statements for the years ended May 31, 20182022 and 2017,2021, which are included herein.

Our operating results for the years ended May 31, 20182022 and 20172021, and the changes between those periods for the respective items are summarized as follows:

Revenue

Our companyCompany generated $3,255 in$70,395 revenue with a gross profit of $2,983 or 92%,from digital currency mining for the year ended May 31, 2018 as compared to $4,4862022 and $1,758 of product revenue for year ended May 31, 2021. The Company commenced the mining of Bitcoin in September 2021. Our Company generated $70,395 in Bitcoin Mining revenue with a gross profitloss of $4,486, or 100%,$126,794 for the year ended May 31, 2017.2022.

Operating expensesCost of Revenue

Our operating expensesThe cost of digital currency mining revenue was $197,189 and $0 for the years ended May 31, 2022 and 2021, respectively. Cost of digital currency mining revenue consists of electricity and other co-location hosting fees, which are remitted in Bitcoin and cash payments for equipment leases and hosting. Cost of revenues for May 31, 2022, was comprised of $26,651 for electricity, $169,965 for equipment leases, $397 in equipment amortization and $176 for mining fees.

Operating Expenses

During the year ended May 31, 2018 were $170,7312022, we incurred general and administrative expenses of $71,480 compared to $801,912 for$22,434 incurred during the year ended May 31, 2017.2021. The decreaseincrease in operating expenses was primarily as a result of a decrease in selling,were predominantly from professional and other fees related to our reporting requirements and general and administrative from a decrease in stock-based compensation and depreciation and impairment loss on equipment during the 2018 fiscal year.expenses.

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Other Income (Expense)

Our financial statements report a net loss of $590,942 forDuring the year ended May 31, 2018 compared to2022, we had a net incomegain on change in fair market value of $518,607 forderivatives of $373,925, interest expense of $116,131, loss on disposal of digital currency of $9,793, gain on settlement of debts of $76,027, and impairment loss on digital currency of $5,478. During the year ended May 31, 2017. Our losses have increased by $1,109,549 primarily as a result of a2021, the Company recognized $1,184,178 gain on change in fair value of derivative.derivative liabilities and interest expenses of $20,152.

Liquidity and Capital Resources

Liquidity and Financial ConditionWorking Capital

Cash Flows

As of May 31, 2022, our Company had $13,788 in cash. In management’s opinion, our Company’s cash position is insufficient to maintain our operations at the current level for the next 12 months. Any expansion may cause our Company to require additional capital until such expansion begins generating revenue. It is anticipated that the raising of additional funds will principally be through the sales of our securities.

Working Capital

Cash Flows

OurAs of May 31, 2022, our total current liabilities were $970,348 which consisted of $388,687 in notes payable – related parties, $89,164 in accrued interest-related party, $163,615 in derivative liability, $64,198 in accounts payable and accrued liabilities and $264,684 in convertible notes as ofcompared to May 31, 2018 were $824,888 as compared to2021, with total current liabilities of $525,698 as$1,344,749 which primarily consisted of May 31, 2017. The increase was primarily due to an increase$537,540 in changederivative liability, $361,075 in value of derivativenotes payable–related parties, $76,281 accrued interest-related party, $333,035 in accounts payable and accrued liabilities of $221,766.and $36,818 in convertible notes.

Operating Activities

Net cash used in operating activities was $13,707$216,990 for the year ended May 31, 20182022, compared with net cash used in operating activities of $217,923 in$4,112 for the same period in 2017, primarily due to a decreaseyear ended May 31, 2021. For the year ended May 31, 2022, net cash flows used in operating expenses.activities was $216,990, consisting of a net income of $120,276, reduced by a gain in change fair value of derivative liability of $373,925, gain on settlement of debts of $76,027, changed in digital currency of $36,736 and prepaid of $9,900, and increased by an increase in  amortization of discount on convertible note of $79,366, impairment loss on digital currency of $5,478, realized loss on disposal of digital currency of $9,793, increase in accrued interest-related party of $12,883 and changed in accounts payable and accrued liabilities of $51,802. For the year ended May 31, 2021, net cash flows used in operating activities was $4,112, consisting of a net income of $1,142,894, reduced by a gain in change fair value of derivative liability of $1,184,178, and increased by an increase in accrued interest -related party of $12,894 and changes in accounts payable and accrued liabilities of $24,278.

Investing Activities

Our Company purchased $12,337 in digital mining equipment during the year ended May 31, 2022.  We did not have any investing activities during the year ended May 31, 2021.

Financing Activities

Net Cash provided by financing activities was $242,500 for the year ended May 31, 2022, compared with net cash provided by financing activities of $4,000 for the year ended May 31, 2021.

During the year ended May 31, 2018 and 2017, our company did not have any investing activities.

Financing Activities

Net2022, net cash fromprovided by financing activities was $20,000were $240,500 from issuance of notes payable and $2,000 from related party loan compared with $4,000 from related party loans for the year ended May 31, 2018 compared to $218,125 provided from financing activities in the same period in 2017, primarily due to a decrease in proceeds from notes payable – related parties and no proceeds from issuance of preferred stock and convertible notes offset by payment of convertible notes in 2018 fiscal year.2021.

Contractual Obligations

As a “smaller reporting company”, we are not required to provide tabular disclosure obligations.

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Going Concern

Our financial statements are prepared using accounting principles generally accepted in the United States of America applicable to a going concern, which contemplates the realization of assets and liquidation of liabilities in the normal course of business. However, our companyCompany has negative working capital, recurring losses, and does not have an established source of revenues sufficient to cover its operating costs. These factors raise substantial doubt about our company’sCompany’s ability to continue as a going concern.

The ability of our companyCompany to continue as a going concern is dependent upon its ability to successfully accomplish the plan described in the preceding paragraph and eventually attain profitable operations. The accompanying financial statements do not include any adjustments that may be necessary if our companyCompany is unable to continue as a going concern.

In the coming year, our company’sCompany’s foreseeable cash requirements will relate to continual development of the operations of our business, maintaining our good standing and making the requisite filings with the Securities and Exchange Commission, and the payment of expenses associated with operations and business developments. Our companyCompany may experience a cash shortfall and be required to raise additional capital.

Historically, we have mostly relied upon internally generated funds such as shareholder loans and advances to finance our operations and growth. Management may raise additional capital by retaining net earnings or through future public or private offerings of our company’sCompany’s stock or through loans from private investors, although there can be no assurance that we will be able to obtain such financing. Our company’sCompany’s failure to do so could have a material and adverse effect upon us and our shareholders.

Our Management’s Discussion and Analysis of Financial Condition and Results of Operations section discusses our financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States of America. The preparation of these financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. On an on-going basis, management evaluates its estimates and judgments, including those related to revenue recognition, accrued expenses, financing operations, and contingencies and litigation. Management bases its estimates and judgments on historical experience and on various other factors that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying value of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions. The most significant accounting estimates inherent in the preparation of our financial statements include estimates as to the appropriate carrying value of certain assets and liabilities which are not readily apparent from other sources.

Off-Balance Sheet Arrangements

We have no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to stockholders.

Critical Accounting Policies

We have identified the policies below as critical to our business operations and the understanding of our results of operations. The impact on our business operations and any associated risks related to these policies are discussed throughout Management’s Discussion and Analysis of Financial Condition and Results of Operations when such policies affect our reported or expected financial results.

In the ordinary course of business, we have made a number of estimates and assumptions relating to the reporting of results of operations and financial condition in the preparation of our financial statements in conformity with accounting principles generally accepted in the United States (“GAAP”). We base our estimates on historical experience and on various other assumptions that we believe are reasonable under the circumstances. The results form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results could differ significantly from those estimates under different assumptions and conditions. We believe that the following discussion and analysisaddresses our most critical accounting policies, which are those that are most important to the portrayal of our financial condition and results of operations are based uponand require our financial statements, which have been prepared in accordance withmost difficult, subjective, and complex judgments, often as a result of the accounting principles generally accepted in the United States of America. Preparing financial statements requires managementneed to make estimates and assumptionsabout the effect of matters that affect the reported amounts of assets, liabilities, revenue, and expenses. These estimates and assumptions are affected by management’s application of accounting policies. We believe that understanding the basis and nature of the estimates and assumptions involved with the following aspects of our financial statements is critical to an understanding of our financial statements.inherently uncertain.

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The material estimates for our Company are that of derivative liabilities and income tax valuation allowance recorded for deferred tax assets. The estimated sensitivity to change is related to the various variables of the Black-Scholes option pricing model stated below. The specific quantitative variables are included in the notes to the consolidated financial statements. The estimated fair value of options is recognized as expense on the straight-line basis over the options’ vesting periods. The fair value of each option granted is estimated on the date of grant using the Black-Scholes option pricing model with the expected life, dividend yield, expected volatility, and risk-free interest rate weighted-average assumptions used for options and warrants granted. Expected volatility for 2022 and 2021 was estimated using our common stock for convertible notes and warrants. The risk-free rate for periods within the contractual life of the option is based on the U.S. Treasury yield curve in effect at the grant date. The expected life of options is based on the life of the instrument on grant date. 

Use of Estimates

The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amount of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Recent Accounting Pronouncements

Our companyCompany has implemented all new accounting pronouncements that are in effect and that may impact its financial statements and does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations.

Item 7A. Quantitative and Qualitative Disclosures About Market Risk

As a “smaller reporting company”Company”, we are not required to provide the information required by this Item.

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Item 8. Financial Statements and Supplementary Data

NATE’S FOOD CO.

FORM 10-KAUDITED FINANCIAL STATEMENTS

May 31, 20182022 and 20172021

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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM (PCAOB ID NO: 6117)		F-1
FINANCIAL STATEMENTS:
Balance Sheets		F-2
Statements of Operations		F-3
Statements of Changes in Stockholders'Stockholders’ Deficit		F-4
Statements of Cash Flows		F-5
Notes to the Financial Statements		F-6

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRMReport of Independent Registered Public Accounting Firm

To the Board of Directors and Stockholders

Nate’s Food Co.

Huntington Beach, CaliforniaCA

Opinion on the Financial Statements

We have audited the accompanying balance sheets of Nate’s Food Co. (the Company) as of May 31, 20182022 and 2017,2021, and the related statements of operations, changes in stockholders’ equity (deficit),deficit, and cash flows for the years then ended, and the related notes (collectively referred to as the financial statements). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of May 31, 20182022 and 2017,2021, and the results of its operations and its cash flows for the years then ended, in conformity with accounting principles generally accepted in the United States of America.

Explanatory Paragraph Regarding Going Concern Considerations

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. The Company has suffered recurring losses since inception, has a working capital deficit, and has nonot achieved profitable operations, which raise substantial doubt about its ability to continue as a going concern. Management’s plans in regard to these matters are described in Note 2. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Basis for Opinion

These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits providesprovide a reasonable basis for our opinion.

Critical Audit Matter

The critical audit matter communicated below is a matter arising from the current period audit of the financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

Going Concern – Disclosure

The financial statements of the Company are prepared on a going concern basis, which assumes that the Company will continue in operation for the foreseeable future and, accordingly, will be able to realize its assets and discharge its liabilities in the normal course of operations. As noted in “Going Concern Consideration” above, the Company has a history of recurring net losses, a significant accumulated deficit and currently has net working capital deficit. The Company has contractual obligations such as commitments for repayments of accounts and notes payable and accrued interest (collectively “obligations”). Currently management’s forecasts and related assumptions illustrate their judgments as to the Company’s ability to meet the obligations through planned increases in revenues, management of expenditures, obtaining additional loans from related and unrelated parties, and private placements of capital stock for additional funding to meet its operating needs. Should there be constraints on the ability to increase revenues and access financing through stock issuances, the Company will continue to manage cash outflows and meet the obligations through related and unrelated party loans.

We identified management’s assessment of the Company’s ability to continue as a going concern as a critical audit matter. Management made judgments regarding the Company’s ability to effectively implement its plans to provide the necessary cash flows to fund the Company’s obligations as they become due. Specifically, the judgments with the highest degree of impact and subjectivity in determining the Company’s ability to effectively implement its plans include its ability to increase revenues, manage expenditures, access funding from the capital market, and obtain loans from related and unrelated parties. Auditing the judgments made by management required a high degree of auditor judgment and an increased extent of audit effort.

Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the financial statements. These procedures included the following, among others, evaluating the Company’s ability to: (i) increase revenues, (ii) access funding from the capital markets, (iii) manage expenditures, and (iv) obtain loans from related and unrelated parties.

/s/ Pinnacle Accountancy Group of Utah

Pinnacle Accountancy Group of Utah a dba of Heaton & Company, PLLC

We have served as the Company’s auditor since 2018.

Pinnacle Accountancy Group of Utah

Farmington, Utah

AprilSeptember 19, 20192022

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Nate’s Food Co.

Balance Sheets

		May 31,				May 31,
		2018				2017
ASSETS
Current assets:
Cash		$	7,020			$	727
Total current assets			7,020				727
TOTAL ASSETS		$	7,020			$	727
LIABILITIES AND STOCKHOLDERS’ DEFICIT
Liabilities:
Current liabilities:
Accounts payable and accrued liabilities		$	197,828			$	143,498
Accrued interest			12,748				5,355
Accrued interest - related party			37,603				24,712
Notes payable - related parties			227,139				199,428
Convertible notes, net of $0 and $11,539 debt discount as of May 31, 2018 and 2017, respectively			36,818				61,719
Derivative liability			312,752				90,986
Total current liabilities			824,888				525,698
Total liabilities			824,888				525,698
Stockholders’ Deficit:
Series A Preferred Stock, Par Value $0.0001, 2,000,000 shares authorized, 1,940,153 issued and outstanding			194				194
Series B Preferred Stock, Par Value $0.0001, 150,000 shares authorized, 150,000 and 148,322 issued and outstanding, respectively			15				15
Series C Preferred Stock, Par Value $1.00, 250,000 shares authorized, 250,000 and 58,774 issued and outstanding, respectively			250,000				58,774
Series D Preferred Stock, Par Value $0.0001, 10,000,000 shares authorized, 6,350,000 issued and outstanding			635				635
Series E Preferred Stock, Par Value $0.0001, 15,000,000 shares authorized, 14,989,500 and 10,216,000 issued and outstanding, respectively			1,499				1,021
Common Stock, Par Value $0.001, 1,500,000,000 shares authorized, 537,774,616 and 381,206,448 issued and outstanding, respectively			537,774				381,206
Additional paid in capital			2,884,051				2,934,278
Accumulated deficit			(4,492,036	)			(3,901,904	)
Total stockholders’ deficit			(817,868	)			(524,971	)
TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT		$	7,020			$	727

The accompanying notes are an integral part of these financial statements.

Nate’s Food Co.

Statements of Operations

		Year Ended
		May 31,
		2018				2017
Sales		$	3,255			$	4,486
Cost of Goods Sold			272				-
Gross Profit			2,983				4,486
Operating Expenses
Selling, general and administrative			170,731				405,185
Depreciation			-				39,520
Food development/research			-				1,532
Impairment loss on equipment			-				355,675
Total operating expenses			170,731				801,912
Operating Loss			(167,748	)			(797,426	)
Other (Income) Expense
Other income			-				(1,290	)
(Gain) loss on derivative			391,371				(1,586,848	)
Interest Expenses			31,823				272,105
Total other (income) expenses			423,194				(1,316,033	)
Net Income (Loss)		$	(590,942	)		$	518,607
Deemed dividend on Series D convertible preferred stock			-				(293,750	)
Net income (loss) attributable to common stockholders		$	(590,942	)		$	224,857
Net income (loss) per common share,
Basic		$	(0.00	)		$	0.00
Diluted		$	(0.00	)		$	(0.00	)
Weighted average number of common shares outstanding, basic and diluted
Basic			466,665,005				318,200,901
Diluted			466,665,005				450,794,901

The accompanying notes are an integral part of these financial statements.

Nate’s Food Co.

Statements of Changes in Stockholders' (Deficit) EquityStockholders’ Deficit

Years Ended May 31, 2022 and 2021

		Preferred Stock																																								Common								Additional								Total
		Series A								Series B								Series C								Series D								Series E								Stock								Paid-in				Accumulated				Stockholders'
		Shares				Amount				Shares				Amount				Shares				Amount				Shares				Amount				Shares				Amount				Shares				Amount				Capital				deficit				Deficit
Balances May 31, 2016			1,940,103			$	194				141,970			$	14				58,774			$	58,774				-			$	-				10,225,000			$	1,022				251,908,891			$	251,909			$	1,394,099			$	(4,125,951	)		$	(2,419,939	)
Stock based compensation			50				-				23,430				2				-				-				4,000,000				400				-				-				20,000,000				20,000				179,770				-				200,172
Issued Series D Preferred stock for cash			-				-				-				-				-				-				2,350,000				235				-				-				-				-				234,765				-				235,000
Cancelled Series E Preferred stock			-				-				-				-				-				-				-				-				(9,000	)			(1	)			-				-				1				-				-
Conversion of Series B Preferred Stock			-				-				(17,078	)			(1	)			-				-				-				-				-				-				17,078,000				17,078				(17,077	)			-				-
Beneficial conversion feature on Series D Preferred stock and related amortization			-				-				-				-				-				-				-				-				-				-				-				-				293,750				(293,750	)			-
Conversion of Convertible note			-				-				-				-				-				-				-				-				-				-				92,219,557				92,219				75,441				-				167,660
Debt forgiven			-				-				-				-				-				-				-				-				-				-				-				-				286,054				-				286,054
Reclassification of derivative liability to APIC			-				-				-				-				-				-				-				-				-				-				-				-				487,475				-				487,475
Net Income			-				-				-				-				-				-				-				-				-				-				-				-				-				518,607				518,607
Balances May 31, 2017			1,940,153			$	194				148,322			$	15				58,774			$	58,774				6,350,000			$	635				10,216,000			$	1,021				381,206,448			$	381,206			$	2,934,278			$	(3,901,094	)		$	(524,971	)
Stock based compensation			-				-				1,678				-				191,226				191,226				-				-				4,784,000				479				30,000,000				30,000				(131,705	)			-				90,000
Conversion of Series E Preferred Stock			-				-				-				-				-				-				-				-				(10,500	)			(1	)			105,000				105				(104	)			-				-
Conversion of Convertible note			-				-				-				-				-				-				-				-				-				-				126,463,168				126,463				(90,023	)			-				36,440
Contribution to capital			-				-				-				-				-				-				-				-				-				-				-				-				2,000				-				2,000
Reclassification of derivative liability to APIC			-				-				-				-				-				-				-				-				-				-				-				-				169,605				-				169,605
Net loss			-				-				-				-				-				-				-				-				-				-				-				-				-				(590,942	)			(590,942	)
Balances May 31, 2018			1,940,153			$	194				150,000			$	15				250,000			$	250,000				6,350,000			$	635				14,989,500			$	1,499				537,774,616			$	537,774			$	2,884,051			$	(4,492,036	)		$	(817,868	)