Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
May 31, 2018 | Nov. 15, 2018 | Nov. 30, 2017 | |
Document And Entity Information | |||
Entity Registrant Name | Nate's Food Co. | ||
Entity Central Index Key | 0001409446 | ||
Document Type | 10-K | ||
Document Period End Date | May 31, 2018 | ||
Amendment Flag | false | ||
Current Fiscal Year End Date | --05-31 | ||
Is Entity a Well-known Seasoned Issuer | No | ||
Is Entity a Voluntary Filer | No | ||
Is Entity's Reporting Status Current | Yes | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Public Float | $ 800,909 | ||
Entity Common Stock, Shares Outstanding | 537,774,616 | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2018 | ||
Emerging Growth Company | false | ||
Entity Small Business | true | ||
Entity Shell Company | false |
Balance Sheets
Balance Sheets - USD ($) | May 31, 2018 | May 31, 2017 |
Current assets: | ||
Cash | $ 7,020 | $ 727 |
Total current assets | 7,020 | 727 |
TOTAL ASSETS | 7,020 | 727 |
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: | ||
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 | 2,885,574 | 2,935,801 |
Accumulated deficit | (4,493,559) | (3,902,617) |
Total stockholders' deficit | (817,868) | (524,971) |
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT | 7,020 | 727 |
Series A Preferred Stock [Member] | ||
Stockholders' Deficit: | ||
Preferred stock, value | 194 | 194 |
Series B Preferred Stock [Member] | ||
Stockholders' Deficit: | ||
Preferred stock, value | 15 | 15 |
Series C preferred stock [Member] | ||
Stockholders' Deficit: | ||
Preferred stock, value | 250,000 | 58,774 |
Series D Preferred Stock [Member] | ||
Stockholders' Deficit: | ||
Preferred stock, value | 635 | 635 |
Series E Preferred Stock [Member] | ||
Stockholders' Deficit: | ||
Preferred stock, value | $ 1,499 | $ 1,021 |
Balance Sheets (Parenthetical)
Balance Sheets (Parenthetical) - USD ($) | May 31, 2018 | May 31, 2017 |
Current liabilities: | ||
Convertible note, current, debt discount (in dollars) | $ 0 | $ 11,539 |
Stockholders' Deficit: | ||
Common stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 1,500,000,000 | 1,500,000,000 |
Common stock, shares issued | 537,774,616 | 381,206,448 |
Common stock, shares outstanding | 537,774,616 | 381,206,448 |
Series A Preferred Stock [Member] | ||
Stockholders' Deficit: | ||
Preferred stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 2,000,000 | 2,000,000 |
Preferred stock, shares issued | 1,940,103 | 1,940,153 |
Preferred stock, shares outstanding | 1,940,103 | 1,940,153 |
Series B Preferred Stock [Member] | ||
Stockholders' Deficit: | ||
Preferred stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 150,000 | 150,000 |
Preferred stock, shares issued | 150,000 | 148,322 |
Preferred stock, shares outstanding | 150,000 | 148,322 |
Series C preferred stock [Member] | ||
Stockholders' Deficit: | ||
Preferred stock, par value (in dollars per share) | $ 1 | $ 1 |
Preferred stock, shares authorized | 250,000 | 250,000 |
Preferred stock, shares issued | 250,000 | 58,774 |
Preferred stock, shares outstanding | 250,000 | 58,774 |
Series D Preferred Stock [Member] | ||
Stockholders' Deficit: | ||
Preferred stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 10,000,000 | 10,000,000 |
Preferred stock, shares issued | 6,350,000 | 6,350,000 |
Preferred stock, shares outstanding | 6,350,000 | 6,350,000 |
Series E Preferred Stock [Member] | ||
Stockholders' Deficit: | ||
Preferred stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 15,000,000 | 15,000,000 |
Preferred stock, shares issued | 10,216,000 | 14,989,500 |
Preferred stock, shares outstanding | 10,216,000 | 14,989,500 |
Statements of Operations
Statements of Operations - USD ($) | 12 Months Ended | |
May 31, 2018 | May 31, 2017 | |
Statements Of Operations | ||
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 B convertible preferred stock | (295,273) | |
Net income (loss) attributable to common stockholders | $ (590,942) | $ 223,334 |
Net income (loss) per common share, Basic | $ 0 | $ 0 |
Net income (loss) per common share, Diluted | $ 0 | $ 0 |
Weighted average number of common shares outstanding, basic and diluted, Basic | 466,665,005 | 302,183,944 |
Weighted average number of common shares outstanding, basic and diluted, Diluted | 466,665,005 | 688,735,604 |
Statements of Changes in Stockh
Statements of Changes in Stockholders' Deficit - USD ($) | Series A Preferred Stock [Member] | Series B Preferred Stock [Member] | Series C preferred stock [Member] | Series D Preferred Stock [Member] | Series E Preferred Stock [Member] | Common Stock [Member] | Additional Paid-In Capital | Accumulated Deficit | Total |
Beginning Balances, Shares at May. 31, 2016 | 1,940,103 | 141,970 | 58,774 | 10,225,000 | 251,908,891 | ||||
Beginning Balances, Amount at May. 31, 2016 | $ 194 | $ 14 | $ 58,774 | $ 1,022 | $ 251,909 | $ 1,394,099 | $ (4,125,951) | $ (2,419,939) | |
Stock based compensation, Shares | 50 | 23,430 | 4,000,000 | 20,000,000 | |||||
Stock based compensation, Amount | $ 2 | $ 400 | $ 20,000 | 179,770 | 200,172 | ||||
Issued Series D Preferred stock for cash, Shares | 2,350,000 | ||||||||
Issued Series D Preferred stock for cash , Amount | $ 235 | $ 234,765 | 235,000 | ||||||
Cancelled Series E Preferred stock, Shares | (9,000) | ||||||||
Cancelled Series E Preferred stock , Amount | $ (1) | $ 1 | |||||||
Beneficial Conversion feature on Series B Preferred Stock, Shares | (17,078) | 17,078,000 | |||||||
Beneficial Conversion feature on Series B Preferred Stock, Amount | $ (1) | $ 17,078 | $ (15,554) | $ (1,523) | |||||
Beneficial conversion feature on Series D Preferred stock and related amortization | $ 293,750 | $ (293,750) | |||||||
Conversion of Convertible note, Shares | 92,219,557 | ||||||||
Conversion of Convertible note, Amount | $ 92,219 | $ 75,441 | 167,660 | ||||||
Debt forgiven | 286,054 | 286,054 | |||||||
Reclassification of derivative liability to APIC | 487,475 | 487,475 | |||||||
Contribution | |||||||||
Net loss | 518,607 | 518,607 | |||||||
Ending Balances, Shares at May. 31, 2017 | 1,940,153 | 148,322 | 58,774 | 6,350,000 | 10,216,000 | 381,206,448 | |||
Ending Balances, Amount at May. 31, 2017 | $ 194 | $ 15 | $ 58,774 | $ 635 | $ 1,021 | $ 381,206 | 2,935,801 | (3,902,617) | (524,971) |
Stock based compensation, Shares | 1,678 | 191,226 | 4,784,000 | 30,000,000 | |||||
Stock based compensation, Amount | $ 191,226 | $ 479 | $ 30,000 | (131,705) | 9,000 | ||||
Conversion of Convertible note, Shares | 126,463,168 | ||||||||
Conversion of Convertible note, Amount | $ 126,463 | (90,023) | 36,440 | ||||||
Reclassification of derivative liability to APIC | 169,605 | 169,605 | |||||||
Beneficial Conversion feature on Series D Preferred Stock , Shares | (10,500) | 105,000 | |||||||
Beneficial Conversion feature on Series D Preferred Stock , Amount | $ (1) | $ 15 | (104) | ||||||
Contribution | 2,000 | 2,000 | |||||||
Net loss | (590,942) | (590,942) | |||||||
Ending Balances, Shares at May. 31, 2018 | 1,940,153 | 150,000 | 250,000 | 6,350,000 | 14,989,500 | 537,774,616 | |||
Ending Balances, Amount at May. 31, 2018 | $ 194 | $ 15 | $ 250,000 | $ 635 | $ 1,499 | $ 537,774 | $ 2,885,574 | $ (4,493,559) | $ (817,868) |
Statements of Cash Flows
Statements of Cash Flows - USD ($) | 12 Months Ended | |
May 31, 2018 | May 31, 2017 | |
CASH FLOWS FROM OPERATING ACTIVITIES | ||
Net Income (Loss) | $ (590,942) | $ 518,607 |
Adjustments to reconcile net income (loss) to net cash used in operating activities: | ||
Depreciation | 39,520 | |
Stock-based compensation | 90,000 | 200,172 |
Impairment loss on equipment | 355,675 | |
Amortization of debt discount | 11,539 | 165,346 |
(Gain) loss on derivative liability | 391,371 | (1,586,848) |
Changes in assets and liabilities: | ||
Accounts payable and accrued liabilities | 64,041 | 117,352 |
Accrued interest | 20,284 | (27,747) |
Net cash used in operating activities | (13,707) | (217,923) |
CASH FLOWS FROM INVESTING ACTIVITIES | ||
Net cash used in investing activities | ||
CASH FLOWS FROM FINANCING ACTIVITIES | ||
Proceeds from issuance of Series D Preferred Stock | 235,000 | |
Proceeds from convertible notes | 72,500 | |
Payment of convertible notes | (146,875) | |
Proceeds from notes payable - related party | 18,000 | 57,500 |
Contribution | 2,000 | |
Net cash provided by financing activities | 20,000 | 218,125 |
Net cash increase (decrease) for the period | 6,293 | 202 |
Cash at beginning of period | 727 | 525 |
Cash at end of period | 7,020 | 727 |
SUPPLEMENTAL CASH FLOW INFORMATION: | ||
Interest paid in cash | 134,506 | |
Taxes paid in cash | ||
NON CASH INVESTING AND FINANCING ACTIVITIES | ||
Debt discount from derivative liability | 126,130 | |
Beneficial conversion feature on Series B and Series D Preferred stock | 295,273 | |
Conversion of Series B Preferred stock into common stock | 1,708 | |
Conversion of Series E Preferred stock into common stock | 105 | |
Conversion of convertible notes and accrued interest into common stock | 36,440 | 167,660 |
Settlement of derivative liability to additional paid in capital | 169,605 | 487,475 |
Convertible note exchanged for note payable and accrued interest | 53,630 | |
Cancellation of Series E Preferred Stock | 1 | |
Reclassification of accounts payable to notes payable - related party | 9,711 | 26,952 |
Cancellation of related party notes payable and accrued interest | $ 286,054 |
Organization and Summary of Sig
Organization and Summary of Significant Accounting Policies | 12 Months Ended |
May 31, 2018 | |
Notes to Financial Statements | |
Note 1 - Organization and Summary of Significant Accounting Policies | Organization and Nature of Business Nate’s Food Co. (“we”, “us”, “our”, the "Company" or the "Registrant") was incorporated in the state of Colorado on January 12, 2000. Nate’s Food Co. is domiciled in the state of Colorado, and its corporate headquarters are located in Huntington Beach, California. The Company selected May 31 as its fiscal year end. On May 12, 2014, Nate’s Pancakes Inc. was incorporated in the state of Indiana. On May 19, 2014, the Company completed a reverse merger between Nate’s Pancakes, Inc and Capital Resource Alliance. Nate’s Pancakes was the surviving Company. In May 2014, the Company changed its name from Capital Resource Alliance to Nate’s Food Co. We sell 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. Currently, we have developed three flavors for our pancake and waffle mix. We plan to continue to expand into other baked goods and other non-breakfast areas. Use of Estimates The preparation of financial statements in accounting principles generally accepted in the United States of America 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 amounts of revenues and expenses during the reporting period. A change in managements’ estimates or assumptions could have a material impact on Nate’s Food Co. financial condition and results of operations during the period in which such changes occurred. Actual results could differ from those estimates. Nate’s Food Co.’s financial statements reflect all adjustments that management believes are necessary for the fair presentation of their financial condition and results of operations for the periods presented. Cash and Cash Equivalents For purposes of the statement of cash flows, the Company considers all short-term marketable securities purchased with maturity of three months or less to be cash equivalents. Share-Based Compensation The Company applies Topic 718 “Share-Based Payments” (“Topic 718”) to share-based compensation, which requires the measurement of the cost of services received in exchange for an award of an equity instrument based on the grant-date fair value of the award. Compensation cost is recognized over the estimated service period (generally the vesting period) on the straight-line method. The Black-Scholes option-pricing model is used to estimate the fair value of options granted. The Company accounts for equity-based transactions with non-employees under the provisions of ASC Topic No. 505-50, “Equity-Based Payments to Non-Employees” (“Topic No. 505-50”). Topic No. 505-50 establishes that equity-based payment transactions with non-employees shall be measured at the fair value of the consideration received or the fair value of the equity instruments issued, whichever is more reliably measurable. The measurement date for the fair value of the equity instruments issued to non-employees is determined at the earlier of (i) the date at which a commitment for performance to earn the equity instruments is reached (a “performance commitment” which would include a penalty considered to be of a magnitude that is a sufficiently large disincentive for nonperformance) or (ii) the date at which performance is complete. Revenue Recognition It is the Company’s policy that revenues and gains will be recognized in accordance with ASC Topic 605-10-25, “Revenue Recognition.” Under ASC Topic 605-10-25, revenue earning activities are recognized upon the sale and delivery of its products. For the years ended May 31, 2018 and 2017, the Company has generated $7,020 and $4,486 in revenue from third parties, respectively. Income Taxes The Company uses the asset and liability method of accounting for income taxes in accordance with ASC 740-10, “Accounting for Income Taxes.” Under this method, income tax expense is recognized for the amount of: (i) taxes payable or refundable for the current year; and, (ii) deferred tax consequences of temporary differences resulting from matters that have been recognized in an entity’s financial statements or tax returns. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the results of operations in the period that includes the enactment date. A valuation allowance is provided to reduce the deferred tax assets reported if, based on the weight of available positive and negative evidence, it is more likely than not that some portion or all of the deferred tax assets will not be realized. ASC 740-10 prescribes a recognition threshold and measurement attribute for the financial statement recognition of a tax position taken or expected to be taken on a tax return. Under ASC 740-10, a tax benefit from an uncertain tax position taken or expected to be taken may be recognized only if it is “more likely than not” that the position is sustainable upon examination, based on its technical merits. The tax benefit of a qualifying position under ASC 740-10 would equal the largest amount of tax benefit that is greater than 50% likely of being realized upon ultimate settlement with a taxing authority having full knowledge of all the relevant information. A liability (including interest and penalties, if applicable) is established to the extent a current benefit has been recognized on a tax return for matters that are considered contingent upon the outcome of an uncertain tax position. Related interest and penalties, if any, are included as components of income tax expense and income taxes payable. Research and Development We employ processes at our principal manufacturing locations that emphasize applied research and technical services directed at product improvement and quality control. In addition, we conduct research activities related to the development of new products. Research and development expense was $0 and $1,532 in fiscal year 2018 and 2017, respectively. Long-Lived Assets Long-lived assets such as property and equipment are stated at their fair value acquisition cost and reviewed for impairment whenever facts and circumstances indicate that the carrying value may not be recoverable. Amortization of long-lived assets are calculated by the straight-line method over their estimated useful lives. When required impairment losses on assets to be held and used are recognized based on the fair value of the asset. The fair value is determined based on estimates of future cash flows, market value of similar assets, if available, or independent appraisals, if required. If the carrying amount of the long-lived asset is not recoverable from its undiscounted cash flows, an impairment loss is recognized for the difference between the carrying amount and fair value of the asset. When fair values are not available, the Company estimates fair value using the expected future cash flows discounted at a rate commensurate with the risk associated with the recovery of the assets. Depreciation is computed for financial statement purposes on a straight-line basis over estimated useful lives of the related assets. The estimated useful lives of depreciable assets are: Estimated Useful Lives Equipment 5-10 years For federal income tax purposes, depreciation is computed under the modified accelerated cost recovery system. For financial statements purposes, depreciation is computed under the straight-line method. We completed an impairment evaluation of equipment at May 31, 2017 and recognized an impairment loss of $0 and $355,675 during the years ended May 31, 2018 and 2017, respectively. Fair Value of Financial Instruments The Company's financial instruments consist primarily of cash, accounts payable and accrued liabilities, accrued expenses, convertible notes and notes payable. The carrying amounts of such financial instruments approximate their respective estimated fair value due to the short-term maturities and approximate market interest rates of these instruments. The Company adopted ASC Topic 820, Fair Value Measurements ("ASC Topic 820"), which defines fair value, establishes a framework for measuring fair value, and expands disclosures about fair value measurements. The standard provides a consistent definition of fair value which focuses on an exit price that would be received upon sale of an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The standard also prioritizes, within the measurement of fair value, the use of market-based information over entity specific information and establishes a three-level hierarchy for fair value measurements based on the nature of inputs used in the valuation of an asset or liability as of the measurement date. The three-level hierarchy for fair value measurements is defined as follows: Level 1 – inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets; liabilities in active markets; Level 2 – inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the asset or liability other than quoted prices, either directly or indirectly, including inputs in markets that are not considered to be active; or directly or indirectly including inputs in markets that are not considered to be active; Level 3 – inputs to the valuation methodology are unobservable and significant to the fair value measurement The following table summarizes fair value measurements by level at May 31, 2018 and 2017, measured at fair value on a recurring basis: May 31, 2018 Level 1 Level 2 Level 3 Total Liabilities Derivative liabilities - - 312,752 312,752 May 31, 2017 Level 1 Level 2 Level 3 Total Liabilities Derivative liabilities - - $ 90,986 $ 90,986 Basic Earnings (Loss) Per Share The Company computes net income (loss) per share in accordance with Accounting Standards Codification (“ASC”) 260, " Earnings per Share For the years ended May 31, 2018 and 2017, respectively, the following warrants, convertible notes and convertible preferred stock were potentially dilutive. Year ended May 31, 2018 2017 (Shares) (Shares) Warrants 36,933,026 13,483,132 Convertible notes payable 75,099,419 119,110,868 Series B convertible preferred stock 150,000,000 148,322,000 Series C convertible preferred stock 16,500,000 3,879,084 Series D convertible preferred stock 95,250,000 95,250,000 Series E convertible preferred stock 149,895,000 102,160,000 523,677,445 482,205,084 For the year ended May 31, 2018, the warrants, convertible notes and convertible preferred stock that were potentially dilutive, were excluded from the computation of diluted net loss per shares as the result of the computation was anti-dilutive. The following represents a reconciliation of the numerators and denominators of the basic and diluted earnings per share computation for the year ended May 31, 2017: Net Income (Loss) Shares Per Share (Numerator) (Denominator) Amount Basic EPS $ 223,334 318,200,901 $ 0.00 Effect of dilutive securities: Warrants (33,593 ) 13,483,132 - Convertible notes payable (1,281,150 ) 119,110,868 - Preferred stock - - - Diluted EPS $ (1,091,409 ) 450,794,901 $ (0.00 ) Recently Issued Accounting Pronouncements In June 2018, the FASB issued ASU No. 2018-07, 'Compensation-Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting.” These amendments expand the scope of Topic 718, Compensation—Stock Compensation (which currently only includes share-based payments to employees) to include share-based payments issued to nonemployees for goods or services. Consequently, the accounting for share-based payments to nonemployees and employees will be substantially aligned. The ASU supersedes Subtopic 505-50, Equity—Equity-Based Payments to Non-Employees. The guidance will be effective for the Company for its fiscal year 2019, with early adoption permitted, but no earlier than a company’s adoption date of Topic 606, Revenue from Contracts with Customers. In May 2017, the FASB issued ASU No. 2017-09, “Compensation – Stock Compensation (Topic 718): Scope of Modification Accounting.” The amendments in this update provide guidance about which changes to the terms or conditions of a share-based award require an entity to apply modification accounting in Topic 718. The guidance will be effective for the Company for its fiscal year 2018, with early adoption permitted. The Company does not expect this ASU to materially impact the Company’s financial statements |
Going Concern
Going Concern | 12 Months Ended |
May 31, 2018 | |
Notes to Financial Statements | |
Note 2 - Going Concern | The Company's 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, the Company 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 the Company’s ability to continue as a going concern. The ability of the Company to continue as a going concern is dependent upon its ability to successfully accomplish the plans described in the succeeding paragraphs and eventually attain profitable operations. The accompanying financial statements do not include any adjustments that may be necessary if the Company is unable to continue as a going concern. In the coming year, the Company’s foreseeable cash requirements will relate to continual development of the operations of its business, maintaining its good standing and making the requisite filings with the Securities and Exchange Commission, and the payment of expenses associated with operations and business developments. The Company may experience a cash shortfall and be required to raise additional capital. Historically, it has mostly relied upon internally generated funds such as shareholder loans and advances to finance its operations and growth. Management may raise additional capital by retaining net earnings or through future public or private offerings of the Company’s stock or through loans from private investors, although there can be no assurance that it will be able to obtain such financing. The Company’s failure to do so could have a material and adverse effect upon it and its shareholders. |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
May 31, 2018 | |
Notes to Financial Statements | |
Note 3 - Related Party Transactions | Notes Payable – Related Parties During the year ended May 31, 2018 and 2017, the Company borrowed $18,000 and $57,500 from our officer for working capital and converted an existing accounts payable to him of $9,711 and $26,952 to a note payable, respectively. As at May 31, 2018, the total amount owed to this officer was $227,139. Of this amount, $57,500 of the loan is at 10% interest and was to be repaid by June 28, 2017 and currently is in default. $71,902 of the loan is at 10% interest, and $97,737 of the loan is at 0% interest. As at May 31, 2017, the total amount owed to this officer was $199,428. Of this amount, $57,500 of the loan is at 10% interest and to be repaid by June 28, 2017 and currently is in default. $71,902 of the loan is at 10% interest, and $70,026 of the loan is at 0% interest. Both of the loans were to be repaid by December 31, 2016 and are currently in default. On May 9, 2018, as agreed by and between the Company and WB Partners, the note payable to WB Partners was cancelled and the Company recorded $60,532 as additional paid in capital. On October 20, 2015, the Company issued a Promissory Note (the “Note”) to SouthCorp Capital, for $200,000, due October 20, 2017 for a payment for purchase of equipment of $177,712 and financing cost of $22,288 related to the purchase of the equipment. The Note carries an annual interest rate of 8%. The Company recognized interest expense of $15,036 and amortization expense related to the deferred financing cost of $15,459 for the year ended May 31, 2017. As agreed by and between the Company and Southcorp Capital on May 9, 2017, the note payable to SouthCorp Capital of $200,000 and accrued interest of 25,522 was cancelled and the Company recorded $225,522 as additional paid in capital. |
Convertible Notes
Convertible Notes | 12 Months Ended |
May 31, 2018 | |
Notes to Financial Statements | |
Note 4 - Convertible Notes | The Company had the following convertible notes payable outstanding as of May 31, 2018 and 2017: May 31, May 31, 2018 2017 JSJ Investments $ 36,818 $ 73,258 36,818 73,258 Less: debt discount and deferred financing cost - (11,539 ) 36,818 61,719 Less: current portion of convertible notes payable 36,818 61,719 Long-term convertible notes payable $ - $ - Typenex Co On July 24, 2015, the Company received financing in the amount of $93,000 from Typenex Co-Investment, LLC with $13,000 cash discount to the lender and incurred $8,000 in financing costs to third parties. The deferred financing costs were amortized over the life of the note using the effective interest method. The $93,000 bears an 8% interest rate and matured in nine months. The holder shall be entitled to convert any portion of the outstanding and unpaid conversion amount in to fully paid and non-assessable shares of common stock. Conversion price is 50% of the average of the three lowest closing bid prices for the 15 previous consecutive trading days prior to the payment date. The Company may prepay the note at any time at an amount equal to 120% of the outstanding principal and the accrued and unpaid interest. The note was discounted for a derivative (see note 5 for details) and the discount is being amortized over the life of the note using the effective interest method. On July 8, 2016, the Company made a payment of 50% of the balance then due in the amount of $57,000. The payment of $57,000 was applied to an interest penalty and accrued interest. The Company entered into a Forbearance Agreement with Typenex regarding conversion of the balance of $57,000 debt into shares of common stock at an agreed upon discount and frequency of conversions. During the year ended May 31, 2018, 27,575,932 shares of common stock were issued based on the True-Up conversion. We accounted for the true-up provision as a derivative. As of May 31, 2018 and 2017, the Company had Convertible notes of $0 and accrued interest of $0. During the year ended May 31, 2018 and 2017, the Company recognized interest expense of $0 and $55,796, respectively. JSJ Investments On October 13, 2016, the Company received financing in the amount of $85,500 from JSJ Investments with $5,000 original issue discount and incurred $8,000 in financing costs. The original issue discount and financing costs are being amortized over the life of the note using the effective interest method. The $85,500 bears 10% interest and matured on July 13, 2017. The note is currently in default. The holder shall be entitled to convert any portion of the outstanding and unpaid conversion amount into fully paid and non-assessable shares of common Stock. The conversion price is the 45% discount to the lowest traded price during the previous 20 trading days to the date of a conversion notice. The Company may redeem the note at rates ranging from 125% to 150% depending on the redemption date. The note was discounted for a derivative (see note 5 for details) and the discount is being amortized over the life of the note using the effective interest method. The Company amortized discount and financing costs of $11,539 for the year ended May 31, 2018. During the year ended May 31, 2017, the note of $36,440 was converted into 98,887,236 shares of common stock. During the year ended May 31, 2018 and 2017, the Company recognized interest expense of $7,393 and $5,355. As of May 31, 2018 and 2017, the Company had accrued interest of $12,748 and $5,355, respectively. |
Derivative Liability
Derivative Liability | 12 Months Ended |
May 31, 2018 | |
Notes to Financial Statements | |
Note 5 - Derivative Liability | The Company analyzed the conversion options on the convertible notes for derivative accounting consideration under ASC 815, Derivatives and Hedging, and hedging, and determined that the embedded conversion option should be classified as a liability when the conversion option becomes effective and there being no explicit limit to the number of shares to be delivered upon settlement of the above conversion options. The Company accounts for warrants as a derivative liability due to there being no explicit limit to the number of shares to be delivered upon settlement of all conversion options. The following table summarizes the derivative liabilities included in the balance sheets at May 31, 2018 and 2017: Balance - May 31, 2016 $ 2,039,179 Addition of new derivative as debt discount 126,130 Day one loss due to derivative 87,124 (Gain) on change in fair value of the derivative (274,229 ) (Gain) on change in fair value of the derivative due to cash payoff (1,399,743 ) Settled upon conversion of debt (487,475 ) Balance - May 31, 2017 $ 90,986 Loss on change in fair value of the derivative 391,371 Settled upon conversion of debt (169,605 ) Balance - May 31, 2018 $ 312,752 The following table summarizes the loss on derivative liability included in the statements of operations for the years ended May 31, 2018 and 2017, respectively. Year Ended May 31, 2018 2017 Day one loss due to derivatives on convertible debt $ - $ 87,124 (Gain) loss on change in fair value of the derivative 391,371 (1,673,972 ) $ 391,371 $ (1,586,848 ) The table below shows the Black-Scholes option-pricing model inputs used by the Company to value the derivative liability, as well as the determined value of the option liability at each measurement date: May 31, May 31, 2018 2017 Expected term 0.02 - 3.08 years 0.12 - 4.08 years Expected average volatility 239% - 362% 108% - 315% Expected dividend yield - - Risk-free interest rate 0.83% - 2.54% 0.34% - 1.62% |
Equity Transactions
Equity Transactions | 12 Months Ended |
May 31, 2018 | |
Notes to Financial Statements | |
Note 6 - Equity Transactions | Preferred Stock Series A Preferred Stock The Company is authorized to issue 2,000,000 shares of series A Preferred Stock at a par value of $0.0001. The Series A Preferred Stock has voting rights equal to 1,000 votes for each 1 share of common stock owned. The Series A Preferred Stock shall have no liquidation preference over any other class of stock and there will be no dividends due or payable on the Series A Preferred Stock. There were no issuances of the Series A Preferred Stock during the year ended May 31, 2018. On March 10, 2017, the Company issued 50 shares of Series A Preferred Stock to our officers as compensation for a value of $0. As of May 31, 2018 and 2017, 1,940,153 shares of series A Preferred Stock were issued and outstanding. Series B Preferred Stock The Company is authorized to issue 150,000 shares of Series B Preferred Stock at a par value of $0.0001. The Series B Preferred Stock shall have no liquidation preference over any other class of stock and there will be no dividends due or payable on the Series B Preferred Stock. The Series B Preferred Stock converts into common stock at a ratio of 1:1,000. However, the Series B Preferred Stock may not be converted for a period of 12 months. The Company evaluated the conversion feature and concluded that it did not qualify as a derivative transaction. The Company evaluated the convertible preferred stock under FASB ACS 470-20-30 and determined it does not contain a beneficial conversion feature. On December 22, 2017, the board of directors approved the issuance of Preferred Stock to four officers as compensation of $15,000 per officer as follows, · 1,678 shares of Series B Convertible Preferred Stock for a value of $1,620 · 191,226 shares of Series C Convertible Preferred Stock for a value of $12,186 · 4,784,000 shares of Series E Convertible Preferred Stock for a value of $46,194 On March 10, 2017, the Company issued 23,430 shares of Series B Preferred Stock to our officers as compensation for a value of $42,172. During the year ended May 31, 2017, 17,078 shares of Series B Preferred Stock were converted at rate of 1 preferred share to 1,000 common shares, resulting in the issuance of 17,078,000 shares of common stock, for a value of $1,708, of which $1,523 was recorded as a deemed dividend. As of May 31, 2018 and 2017, 150,000 and 148,322 shares of Series B Preferred Stock were issued and outstanding, respectively. Series C Preferred Stock The Company is authorized to issue 250,000 shares of Series C Preferred Stock at a par value of $1. The Series C Preferred Stock shall have no liquidation preference over any other class of stock and there will be no dividends due or payable on the Series C Preferred Stock, The Preferred Stock can be converted to common stock, at a conversion rate of 66 common shares for each preferred stock. The Company evaluated the conversion feature and concluded that it did not qualify as a derivative transaction. The Company evaluated the convertible preferred stock under FASB ACS 470-20-30 and determined it does not contain a beneficial conversion feature. On December 22, 2017, the board of directors approved the issuance of Preferred Stock to four officers as compensation of $15,000 per officer as follows, · 1,678 shares of Series B Convertible Preferred Stock for a value of $1,620 · 191,226 shares of Series C Convertible Preferred Stock for a value of $12,186 · 4,784,000 shares of Series E Convertible Preferred Stock for a value of $46,194 There were no issuances of the Series D Preferred Stock during the year ended May 31, 2017. As of May 31, 2018 and 2017, 250,000 and 58,774 shares of Series C Preferred Stock were issued and outstanding. Series D Convertible Preferred Stock On June 13, 2016, pursuant to its Articles of Incorporation and Bylaws, the Board of Directors of the Company, unanimously approved the designation of a new series of preferred stock, “Series D Convertible Preferred Stock. The Company is authorized to issue 10,000,000 shares of Series D Preferred Stock at a par value of $0.0001. The Series D Preferred Stock shall have no liquidation preference over any other class of stock and there will be no dividends due or payable on the Series D Preferred Stock. Beginning January 1, 2017, each holder of shares of Series D Preferred Stock may, at any time and from time to time, convert each of its shares of Series D Preferred Stock into a 15 of fully paid and nonassessable shares of common stock. The Company evaluated the conversion feature and concluded that it did not qualify as a derivative transaction. The Company evaluated the convertible preferred stock under FASB ACS 470-20-30 and determined it contained a beneficial conversion feature of $293,750. There were no issuances of the Series D Preferred Stock during the year ended May 31, 2018. During the year ended May 31, 2017, the Company issued 2,350,000 shares of Series D Preferred Stock for cash of $235,000. On March 10, 2017, the Company issued 4,000,000 shares of Series D Preferred Stock to our officers as compensation for a value of $108,000. As of May 31, 2018 and 2017, 6,350,000 shares of Series D Preferred Stock were issued and outstanding, respectively. Series E Preferred Stock The Company is authorized to issue 15,000,000 shares of series E Preferred Stock at a par value of $0.0001. The Series E Preferred Stock shall have no liquidation preference over any other class of stock and there will be no dividends due or payable on the Series E Convertible Preferred Stock. Beginning October 1, 2016, each share of Series E Preferred Stock is convertible into ten (10) shares of common stock. From October 1, 2016 to October 1, 2018, holders of Series E Preferred Stock may at any time convert to shares of common stock, thereafter, the Company may elect to convert any outstanding stock at any time without notice to the shareholders. The Company evaluated the conversion feature and concluded that it did not qualify as a derivative transaction. The Company evaluated the convertible preferred stock under FASB ACS 470-20-30 and determined it does not contain a beneficial conversion feature. On December 22, 2017, the board of directors approved the issuance of Preferred Stock to four officers as compensation of $15,000 per officer as follows, · 1,678 shares of Series B Convertible Preferred Stock for a value of $1,620 · 191,226 shares of Series C Convertible Preferred Stock for a value of $12,186 · 4,784,000 shares of Series E Convertible Preferred Stock for a value of $46,194 During the year ended May 31, 2017, 9,000 shares of Series E Preferred Stock were cancelled by a holder and the Company credited additional paid in capital and reversed Series E Preferred Stock at par value. As of May 31, 2018 and 2017, 14,989,500 and 10,216,000 shares of Series E Preferred Stock were issued and outstanding, respectively. Common stock On July 26, 2017, the Company filed amended Articles of Incorporation to increase the authorized capital from 500,000,000 shares of common stock to 1,500,000,000 shares of Common Stock and to change the par value to $0.001 per share. The Company is authorized to issue 1,500,000,000 shares of common stock at a par value of $0.001. During the year ended May 31, 2018, the Company issued common stock as follows, · 98,887,236 common shares for the conversion of debt and accrued interest of $36,440. · 27,575,932 common shares for the True-Up conversion. · 10,500 shares of Series E Convertible Preferred Stock were converted at rate of 1 preferred share to 10 common shares, resulting in the issuance of 105,000 shares of common stock. · 30,000,000 common shares for consulting services valued at $30,000 During the year ended May 31, 2017, the Company issued common shares, as follows: · 17,078 shares of Series B Preferred Stock were converted at rate of 1 preferred share to 1,000 common shares, resulting in the issuance of 17,078,000 shares of common stock, for a value of $1,708, of which $1,523 was recorded as a deemed dividend. · 92,219,557 common shares were issued for the conversion of debt and accrued interest of $167,660 · 20,000,000 common shares were issued to our officers as compensation for a value of $50,000 As of May 31, 2018 and 2017, 537,774,616 and 381,206,448 shares of common stock were issued and outstanding, respectively. Warrant On September 29, 2015, the Company granted 1,000,000 warrants to Vista Capital Investments, LLC, in exchange for interest owed of $12,222, and recognized a loss on debt settlement of $16,778. Warrants are originally exercisable into 1,000,000 shares of common stock, for a period of five years from issuance, at a price of $0.05 per share, with multiple reset provisions when the share price is below $0.05. As a result of these reset features, additional warrants were issued and became exercisable into 36,933,026 shares of common stock at $0.00028 per share. Each warrant is exercisable into one share of common stock. The following table summarizes information relating to outstanding and exercisable warrants as of May 31, 2018: Warrants Outstanding Warrants Exercisable Number of Shares Weighted Average Remaining Contractual life Weighted Average Exercise Price Number of Shares Weighted Average Exercise Price (in years) 36,933,026 2.33 years $ 0.00028 36,933,026 $ 0.00028 The following table summarizes warrant activity for the years ended May 31, 2018 and 2017: Number of shares Weighted Average Exercise Price Weighted Average Life (years) Outstanding, May 31, 2016 4,062,633 $ 0.0025 4.33 years Reset features 11,326,128 0.0007 3.33 years Forfeited - - - Exercised - - - Outstanding, May 31, 2017 15,388,761 $ 0.0007 3.33 years Reset features 21,544,265 0.00028 3.08 years Forfeited - - - Exercised - - - Outstanding, May 31, 2018 36,933,026 $ 0.00028 2.33 years Aggregate intrinsic value is the sum of the amounts by which the quoted market price of the Company's stock exceeded the exercise price of the warrants at May 31, 2017, for those warrants for which the quoted market price was in excess of the exercise price ("in-the-money" warrants). As of May 31, 2017, the aggregate intrinsic value of warrants outstanding was approximately $93,256 based on the closing market price of $0.0028 on May 31, 2018. The Company determined that the warrants qualify for derivative accounting (see note 5). |
Taxes
Taxes | 12 Months Ended |
May 31, 2018 | |
Notes to Financial Statements | |
Note 7 - Taxes | We did not provide any current or deferred U.S. federal income tax provision or benefit for any of the periods presented because we have experienced operating losses since inception. When it is more likely than not that a tax asset cannot be realized through future income the Company must allow for this future tax benefit. We provided a full valuation allowance on the net deferred tax asset, consisting of net operating loss carry forwards, because management has determined that it is more likely than not that we will not earn income sufficient to realize the deferred tax assets during the carry forward period. The Company has not taken a tax position that, if challenged, would have a material effect on the financial statements for the years ended May 31, 2018 and 2017 as applicable under FASB ASC 740. We did not recognize any adjustment to the liability for uncertain tax position and therefore did not record any adjustment to the beginning balance of accumulated deficit on the balance sheet. All tax returns for the Company remain open. On December 22, 2017, the United States enacted the Tax Cuts and Jobs Act (the “Act”) resulting in significant modifications to existing law including lowering the corporate tax rate from 35% to 21%. In addition to applying the new lower corporate tax rate in 2018 and thereafter to any taxable income we may have, the legislation affects the way we can use and carry forward net operating losses previously accumulated and results in a revaluation of deferred tax assets and liabilities recorded on our balance sheet. The Company has completed the accounting for the effects of the Act during the period ended May 31, 2018. Given that current deferred tax assets are offset by a full valuation allowance, these changes will have no impact on the balance sheet. The provision for income taxes differs from the amount computed by applying the statutory federal income tax rate to income before provision for income taxes. The sources and tax effects of the differences for the periods presented are as follows: Income tax provision at the federal statutory rate 35 % Effect on operating losses (35 )% - Changes in the net deferred tax assets consist of the following: Income tax May 31, May 31, 2018 2017 Net operating loss carry forward $ 860,739 $ 762,707 A reconciliation of income taxes computed at the statutory rate is as follows: May 31, May 31, 2018 2017 Total deferred tax assets at statutory tax rate $ 180,755 $ 266,948 Increase in valuation allowance (180,755 ) (266,948 ) Net deferred tax asset $ - $ - |
Subsequent Events
Subsequent Events | 12 Months Ended |
May 31, 2018 | |
Notes to Financial Statements | |
Note 8 - Subsequent Events | Management has evaluated subsequent events through the date these financial statements were available to be issued. Based on our evaluation no material events have occurred that require disclosure. |
Organization and Summary of S_2
Organization and Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
May 31, 2018 | |
Organization And Summary Of Significant Accounting Policies | |
Organization and Nature of Business | Nate’s Food Co. (“we”, “us”, “our”, the "Company" or the "Registrant") was incorporated in the state of Colorado on January 12, 2000. Nate’s Food Co. is domiciled in the state of Colorado, and its corporate headquarters are located in Huntington Beach, California. The Company selected May 31 as its fiscal year end. On May 12, 2014, Nate’s Pancakes Inc. was incorporated in the state of Indiana. On May 19, 2014, the Company completed a reverse merger between Nate’s Pancakes, Inc and Capital Resource Alliance. Nate’s Pancakes was the surviving Company. In May 2014, the Company changed its name from Capital Resource Alliance to Nate’s Food Co. We sell 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. Currently, we have developed three flavors for our pancake and waffle mix. We plan to continue to expand into other baked goods and other non-breakfast areas. |
Use of Estimates | The preparation of financial statements in accounting principles generally accepted in the United States of America 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 amounts of revenues and expenses during the reporting period. A change in managements’ estimates or assumptions could have a material impact on Nate’s Food Co. financial condition and results of operations during the period in which such changes occurred. Actual results could differ from those estimates. Nate’s Food Co.’s financial statements reflect all adjustments that management believes are necessary for the fair presentation of their financial condition and results of operations for the periods presented. |
Cash and Cash Equivalents | For purposes of the statement of cash flows, the Company considers all short-term marketable securities purchased with maturity of three months or less to be cash equivalents. |
Share-Based Compensation | The Company applies Topic 718 “Share-Based Payments” (“Topic 718”) to share-based compensation, which requires the measurement of the cost of services received in exchange for an award of an equity instrument based on the grant-date fair value of the award. Compensation cost is recognized over the estimated service period (generally the vesting period) on the straight-line method. The Black-Scholes option-pricing model is used to estimate the fair value of options granted. The Company accounts for equity-based transactions with non-employees under the provisions of ASC Topic No. 505-50, “Equity-Based Payments to Non-Employees” (“Topic No. 505-50”). Topic No. 505-50 establishes that equity-based payment transactions with non-employees shall be measured at the fair value of the consideration received or the fair value of the equity instruments issued, whichever is more reliably measurable. The measurement date for the fair value of the equity instruments issued to non-employees is determined at the earlier of (i) the date at which a commitment for performance to earn the equity instruments is reached (a “performance commitment” which would include a penalty considered to be of a magnitude that is a sufficiently large disincentive for nonperformance) or (ii) the date at which performance is complete. |
Revenue Recognition | It is the Company’s policy that revenues and gains will be recognized in accordance with ASC Topic 605-10-25, “Revenue Recognition.” Under ASC Topic 605-10-25, revenue earning activities are recognized upon the sale and delivery of its products. For the years ended May 31, 2018 and 2017, the Company has generated $7,020 and $4,486 in revenue from third parties, respectively. |
Income Taxes | The Company uses the asset and liability method of accounting for income taxes in accordance with ASC 740-10, “Accounting for Income Taxes.” Under this method, income tax expense is recognized for the amount of: (i) taxes payable or refundable for the current year; and, (ii) deferred tax consequences of temporary differences resulting from matters that have been recognized in an entity’s financial statements or tax returns. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the results of operations in the period that includes the enactment date. A valuation allowance is provided to reduce the deferred tax assets reported if, based on the weight of available positive and negative evidence, it is more likely than not that some portion or all of the deferred tax assets will not be realized. ASC 740-10 prescribes a recognition threshold and measurement attribute for the financial statement recognition of a tax position taken or expected to be taken on a tax return. Under ASC 740-10, a tax benefit from an uncertain tax position taken or expected to be taken may be recognized only if it is “more likely than not” that the position is sustainable upon examination, based on its technical merits. The tax benefit of a qualifying position under ASC 740-10 would equal the largest amount of tax benefit that is greater than 50% likely of being realized upon ultimate settlement with a taxing authority having full knowledge of all the relevant information. A liability (including interest and penalties, if applicable) is established to the extent a current benefit has been recognized on a tax return for matters that are considered contingent upon the outcome of an uncertain tax position. Related interest and penalties, if any, are included as components of income tax expense and income taxes payable. |
Research and Development | We employ processes at our principal manufacturing locations that emphasize applied research and technical services directed at product improvement and quality control. In addition, we conduct research activities related to the development of new products. Research and development expense was $0 and $1,532 in fiscal year 2018 and 2017, respectively. |
Long-Lived Assets | Long-lived assets such as property and equipment are stated at their fair value acquisition cost and reviewed for impairment whenever facts and circumstances indicate that the carrying value may not be recoverable. Amortization of long-lived assets are calculated by the straight-line method over their estimated useful lives. When required impairment losses on assets to be held and used are recognized based on the fair value of the asset. The fair value is determined based on estimates of future cash flows, market value of similar assets, if available, or independent appraisals, if required. If the carrying amount of the long-lived asset is not recoverable from its undiscounted cash flows, an impairment loss is recognized for the difference between the carrying amount and fair value of the asset. When fair values are not available, the Company estimates fair value using the expected future cash flows discounted at a rate commensurate with the risk associated with the recovery of the assets. Depreciation is computed for financial statement purposes on a straight-line basis over estimated useful lives of the related assets. The estimated useful lives of depreciable assets are: Estimated Useful Lives Equipment 5-10 years For federal income tax purposes, depreciation is computed under the modified accelerated cost recovery system. For financial statements purposes, depreciation is computed under the straight-line method. We completed an impairment evaluation of equipment at May 31, 2017 and recognized an impairment loss of $0 and $355,675 during the years ended May 31, 2018 and 2017, respectively. |
Fair Value of Financial Instruments | The Company's financial instruments consist primarily of cash, accounts payable and accrued liabilities, accrued expenses, convertible notes and notes payable. The carrying amounts of such financial instruments approximate their respective estimated fair value due to the short-term maturities and approximate market interest rates of these instruments. The Company adopted ASC Topic 820, Fair Value Measurements ("ASC Topic 820"), which defines fair value, establishes a framework for measuring fair value, and expands disclosures about fair value measurements. The standard provides a consistent definition of fair value which focuses on an exit price that would be received upon sale of an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The standard also prioritizes, within the measurement of fair value, the use of market-based information over entity specific information and establishes a three-level hierarchy for fair value measurements based on the nature of inputs used in the valuation of an asset or liability as of the measurement date. The three-level hierarchy for fair value measurements is defined as follows: Level 1 – inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets; liabilities in active markets; Level 2 – inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the asset or liability other than quoted prices, either directly or indirectly, including inputs in markets that are not considered to be active; or directly or indirectly including inputs in markets that are not considered to be active; Level 3 – inputs to the valuation methodology are unobservable and significant to the fair value measurement The following table summarizes fair value measurements by level at May 31, 2018 and 2017, measured at fair value on a recurring basis: May 31, 2018 Level 1 Level 2 Level 3 Total Liabilities Derivative liabilities - - 312,752 312,752 May 31, 2017 Level 1 Level 2 Level 3 Total Liabilities Derivative liabilities - - $ 90,986 $ 90,986 |
Basic Earnings (Loss) Per Share | The Company computes net income (loss) per share in accordance with Accounting Standards Codification (“ASC”) 260, " Earnings per Share For the years ended May 31, 2018 and 2017, respectively, the following warrants, convertible notes and convertible preferred stock were potentially dilutive. Year ended May 31, 2018 2017 (Shares) (Shares) Warrants 36,933,026 13,483,132 Convertible notes payable 75,099,419 119,110,868 Series B convertible preferred stock 150,000,000 148,322,000 Series C convertible preferred stock 16,500,000 3,879,084 Series D convertible preferred stock 95,250,000 95,250,000 Series E convertible preferred stock 149,895,000 102,160,000 523,677,445 482,205,084 For the year ended May 31, 2018, the warrants, convertible notes and convertible preferred stock that were potentially dilutive, were excluded from the computation of diluted net loss per shares as the result of the computation was anti-dilutive. The following represents a reconciliation of the numerators and denominators of the basic and diluted earnings per share computation for the year ended May 31, 2017: Net Income (Loss) Shares Per Share (Numerator) (Denominator) Amount Basic EPS $ 223,334 318,200,901 $ 0.00 Effect of dilutive securities: Warrants (33,593 ) 13,483,132 - Convertible notes payable (1,281,150 ) 119,110,868 - Preferred stock - - - Diluted EPS $ (1,091,409 ) 450,794,901 $ (0.00 ) |
Recently Adopted Accounting Standards | In June 2018, the FASB issued ASU No. 2018-07, 'Compensation-Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting.” These amendments expand the scope of Topic 718, Compensation—Stock Compensation (which currently only includes share-based payments to employees) to include share-based payments issued to nonemployees for goods or services. Consequently, the accounting for share-based payments to nonemployees and employees will be substantially aligned. The ASU supersedes Subtopic 505-50, Equity—Equity-Based Payments to Non-Employees. The guidance will be effective for the Company for its fiscal year 2019, with early adoption permitted, but no earlier than a company’s adoption date of Topic 606, Revenue from Contracts with Customers. In May 2017, the FASB issued ASU No. 2017-09, “Compensation – Stock Compensation (Topic 718): Scope of Modification Accounting.” The amendments in this update provide guidance about which changes to the terms or conditions of a share-based award require an entity to apply modification accounting in Topic 718. The guidance will be effective for the Company for its fiscal year 2018, with early adoption permitted. The Company does not expect this ASU to materially impact the Company’s financial statements |
Organization and Summary of S_3
Organization and Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
May 31, 2018 | |
Basis Of Presentation Tables Abstract | |
Summary of estimated useful lives of depreciable assets | Estimated Useful Lives Equipment 5-10 years |
Schedule of fair value measurements by level on recurring basis | May 31, 2018 Level 1 Level 2 Level 3 Total Liabilities Derivative liabilities - - 312,752 312,752 May 31, 2017 Level 1 Level 2 Level 3 Total Liabilities Derivative liabilities - - $ 90,986 $ 90,986 |
Summary of warrants, convertible notes and convertible preferred stock were excluded from the computation of diluted net loss per shares | Year ended May 31, 2018 2017 (Shares) (Shares) Warrants 36,933,026 13,483,132 Convertible notes payable 75,099,419 119,110,868 Series B convertible preferred stock 150,000,000 148,322,000 Series C convertible preferred stock 16,500,000 3,879,084 Series D convertible preferred stock 95,250,000 95,250,000 Series E convertible preferred stock 149,895,000 102,160,000 523,677,445 482,205,084 |
Reconciliation of the numerators and denominators of the basic and diluted earnings per share computation | Net Income (Loss) Shares Per Share (Numerator) (Denominator) Amount Basic EPS $ 223,334 318,200,901 $ 0.00 Effect of dilutive securities: Warrants (33,593 ) 13,483,132 - Convertible notes payable (1,281,150 ) 119,110,868 - Preferred stock - - - Diluted EPS $ (1,091,409 ) 450,794,901 $ (0.00 ) |
Convertible Notes (Tables)
Convertible Notes (Tables) | 12 Months Ended |
May 31, 2018 | |
Convertible Notes | |
Schedule of convertible notes payable | May 31, May 31, 2018 2017 JSJ Investments $ 36,818 $ 73,258 36,818 73,258 Less: debt discount and deferred financing cost - (11,539 ) 36,818 61,719 Less: current portion of convertible notes payable 36,818 61,719 Long-term convertible notes payable $ - $ - |
Derivative Liability (Tables)
Derivative Liability (Tables) | 12 Months Ended |
May 31, 2018 | |
Derivative Liability | |
Schedule of derivative liabilities included in balance sheet | Balance - May 31, 2016 $ 2,039,179 Addition of new derivative as debt discount 126,130 Day one loss due to derivative 87,124 (Gain) on change in fair value of the derivative (274,229 ) (Gain) on change in fair value of the derivative due to cash payoff (1,399,743 ) Settled upon conversion of debt (487,475 ) Balance - May 31, 2017 $ 90,986 Loss on change in fair value of the derivative 391,371 Settled upon conversion of debt (169,605 ) Balance - May 31, 2018 $ 312,752 |
Schedule of loss on derivative liability included in income statement | Year Ended May 31, 2018 2017 Day one loss due to derivatives on convertible debt $ - $ 87,124 (Gain) loss on change in fair value of the derivative 391,371 (1,673,972 ) $ 391,371 $ (1,586,848 ) |
Schedule of value of option liability at each measurement date | May 31, May 31, 2018 2017 Expected term 0.02 - 3.08 years 0.12 - 4.08 years Expected average volatility 239% - 362% 108% - 315% Expected dividend yield - - Risk-free interest rate 0.83% - 2.54% 0.34% - 1.62% |
Equity Transactions (Tables)
Equity Transactions (Tables) | 12 Months Ended |
May 31, 2018 | |
Equity Transactions | |
Schedule of outstanding and exercisable warrants | Warrants Outstanding Warrants Exercisable Number of Shares Weighted Average Remaining Contractual life Weighted Average Exercise Price Number of Shares Weighted Average Exercise Price (in years) 36,933,026 2.33 years $ 0.00028 36,933,026 $ 0.00028 |
Schedule of warrant activity | Number of shares Weighted Average Exercise Price Weighted Average Life (years) Outstanding, May 31, 2016 4,062,633 $ 0.0025 4.33 years Reset features 11,326,128 0.0007 3.33 years Forfeited - - - Exercised - - - Outstanding, May 31, 2017 15,388,761 $ 0.0007 3.33 years Reset features 21,544,265 0.00028 3.08 years Forfeited - - - Exercised - - - Outstanding, May 31, 2018 36,933,026 $ 0.00028 2.33 years |
Taxes (Tables)
Taxes (Tables) | 12 Months Ended |
May 31, 2018 | |
Notes to Financial Statements | |
Provision for income taxes at federal statutory rate | Income tax provision at the federal statutory rate 35 % Effect on operating losses (35 )% - |
Changes in the net deferred tax assets | Income tax May 31, May 31, 2018 2017 Net operating loss carry forward $ 860,739 $ 762,707 |
Reconciliation of income taxes computed at the statutory rate | May 31, May 31, 2018 2017 Total deferred tax assets at statutory tax rate $ 180,755 $ 266,948 Increase in valuation allowance (180,755 ) (266,948 ) Net deferred tax asset $ - $ - |
Organization and Summary of S_4
Organization and Summary of Significant Accounting Policies (Details) - Equipment [Member] | 12 Months Ended |
May 31, 2018 | |
Minimum [Member] | |
Estimated useful lives | P5Y0M0D |
Maximum [Member] | |
Estimated useful lives | P10Y0M0D |
Organization and Summary of S_5
Organization and Summary of Significant Accounting Policies (Details 1) - USD ($) | May 31, 2018 | May 31, 2017 | May 31, 2016 |
Liabilities | |||
Derivative liabilities | $ 312,752 | $ 90,986 | $ 2,039,179 |
Fair Value, Measurements, Recurring [Member] | |||
Liabilities | |||
Derivative liabilities | 312,752 | 90,986 | |
Fair Value, Measurements, Recurring [Member] | Fair Value, Inputs, Level 1 [Member] | |||
Liabilities | |||
Derivative liabilities | |||
Fair Value, Measurements, Recurring [Member] | Fair Value, Inputs, Level 2 [Member] | |||
Liabilities | |||
Derivative liabilities | |||
Fair Value, Measurements, Recurring [Member] | Fair Value, Inputs, Level 3 [Member] | |||
Liabilities | |||
Derivative liabilities | $ 312,752 | $ 90,986 |
Organization and Summary of S_6
Organization and Summary of Significant Accounting Policies (Details 2) - shares | 12 Months Ended | |
May 31, 2018 | May 31, 2017 | |
Weighted average basic shares outstanding, Anti diluted | 523,677,445 | 482,205,084 |
Series B Preferred Stock [Member] | ||
Weighted average basic shares outstanding, Anti diluted | 150,000,000 | 148,322,000 |
Series C convertible preferred stock [Member] | ||
Weighted average basic shares outstanding, Anti diluted | 16,500,000 | 3,879,084 |
Series D Preferred Stock [Member] | ||
Weighted average basic shares outstanding, Anti diluted | 95,250,000 | 95,250,000 |
Series E convertible preferred stock [Member] | ||
Weighted average basic shares outstanding, Anti diluted | 149,895,000 | 102,160,000 |
Convertible Notes Payable [Member] | ||
Weighted average basic shares outstanding, Anti diluted | 75,099,419 | 119,110,868 |
Warrant [Member] | ||
Weighted average basic shares outstanding, Anti diluted | 36,933,026 | 13,483,132 |
Organization and Summary of S_7
Organization and Summary of Significant Accounting Policies (Details 3) - USD ($) | 12 Months Ended | |
May 31, 2018 | May 31, 2017 | |
Organization And Summary Of Significant Accounting Policies Details 3Abstract | ||
Net Income (Loss) of Basic EPS | $ (590,942) | $ 223,334 |
Net Income (Loss) Effect of dilutive securities | ||
Net Income (Loss) of Warrants | (33,593) | |
Net Income (Loss) of Convertible notes payable | (1,281,150) | |
Net Income (Loss) of Preferred stock | ||
Net Income (Loss) of Diluted EPS | $ (1,091,409) | |
Shares of Basic EPS | 466,665,005 | 302,183,944 |
Shares of Warrants | 13,483,132 | |
Shares of Convertible notes payable | 119,110,868 | |
Shares of Preferred stock | ||
Shares of Diluted EPS | 466,665,005 | 688,735,604 |
Shares used in basic and diluted per share amounts: | ||
Per Share of Basic EPS | $ 0 | $ 0 |
Per Share of Effect of dilutive securities | ||
Per Share of Warrants | ||
Per Share of Convertible notes payable | ||
Per Share of Preferred stock | ||
Per Share of Diluted EPS | $ 0 | $ 0 |
Organization and Summary of S_8
Organization and Summary of Significant Accounting Policies (Details Narrative) - USD ($) | 12 Months Ended | |
May 31, 2018 | May 31, 2017 | |
Basis Of Presentation Details Narrative Abstract | ||
State Country Name | State of Colorado | |
Date of Incorporation | Jan. 12, 2000 | |
Research and development expense | $ 1,532 | |
Cost of Goods Sold | 7,020 | 4,486 |
Impairment loss on equipment | $ 355,675 |
Related Party Transactions (Det
Related Party Transactions (Details Narrative) - USD ($) | May 09, 2017 | Oct. 20, 2015 | May 31, 2018 | May 31, 2017 |
Proceeds from notes payable - related party | $ 18,000 | $ 57,500 | ||
Reclassification of accounts payable to notes payable - related party | 9,711 | 26,952 | ||
WB Partners [Member] | ||||
Note payable recorded to additional paid in capital | $ 60,532 | |||
Southcorp Capital [Member] | ||||
Amount owed to related Party | 200,000 | |||
Promissory note issued | $ 200,000 | |||
Promissory note due date | Oct. 20, 2017 | |||
Payment for purchase of equipment | $ 177,712 | |||
Financing cost related to purchase of equipment | $ 22,288 | |||
Annual interest rate | 8.00% | |||
Interest expense related party | 15,036 | |||
Deferred financing cost | 15,459 | |||
Accrued interest | 25,522 | |||
Note payable recorded to additional paid in capital | $ 225,522 | |||
Officer [Member] | ||||
Proceeds from notes payable - related party | 18,000 | 57,500 | ||
Working capital Borrowed | $ 227,139 | $ 199,428 | ||
Repayment of loan maturity date | Jun. 28, 2017 | Jun. 28, 2017 | ||
Officer [Member] | Interest Rate Zero Percent [Member] | ||||
Amount owed to related Party | $ 97,737 | $ 70,026 | ||
Interest rate on loan | 0.00% | 0.00% | ||
Officer [Member] | Interest Rate Ten Percent One [Member] | ||||
Amount owed to related Party | $ 71,902 | $ 71,902 | ||
Interest rate on loan | 10.00% | 10.00% | ||
Officer [Member] | Interest Rate Ten Percent [Member] | ||||
Amount owed to related Party | $ 57,500 | $ 57,500 | ||
Interest rate on loan | 10.00% | 10.00% |
Convertible Notes (Details)
Convertible Notes (Details) - USD ($) | May 31, 2018 | May 31, 2017 |
Total | $ 36,818 | $ 73,258 |
Less: debt discount and deferred financing cost | (11,539) | |
Convertible notes payable | 36,818 | 61,719 |
Less: current portion of convertible notes payable | 36,818 | 61,719 |
Long-term convertible notes payable | ||
JSJ Investments [Member] | ||
Total | $ 36,818 | $ 73,258 |
Convertible Notes (Details Narr
Convertible Notes (Details Narrative) | Oct. 13, 2016USD ($)Day | Jul. 24, 2015USD ($)Day | May 31, 2018USD ($)shares | May 31, 2017USD ($)shares | Jul. 08, 2016USD ($) |
Amount of notes converted | $ 36,440 | $ 167,660 | |||
Number of shares issued upon debt conversion | shares | 98,887,236 | 92,219,557 | |||
Convertible debt balance | $ 36,818 | $ 73,258 | |||
JSJ Investments [Member] | |||||
Convertible debt balance | 36,818 | 73,258 | |||
JSJ Investments [Member] | Convertible Debt [Member] | |||||
Amount of financing received | $ 85,500 | ||||
Interest rate | 10.00% | ||||
Conversion price, percentage | 45.00% | ||||
Number of trading days | Day | 20 | ||||
Interest expense related to amortization of deferred financing cost | $ 85,500 | ||||
Interest expense | 7,393 | 5,355 | |||
Maturity date | Jul. 13, 2017 | ||||
Cash discount | $ 5,000 | ||||
Financing costs | $ 8,000 | 11,539 | |||
Percentage of outstanding principal and accrued unpaid interest | 125.00% | ||||
Amount of notes converted | $ 36,440 | ||||
Number of shares issued upon debt conversion | shares | 98,887,236 | ||||
Percentage of outstanding principal and accrued unpaid interest after 90 days | 150.00% | ||||
Interest penalty and accrued interest | $ 12,748 | 5,355 | |||
Typenex Co [Member] | Convertible Debt [Member] | |||||
Amount of financing received | $ 93,000 | ||||
Interest rate | 8.00% | ||||
Number of trading days | Day | 15 | ||||
Interest expense related to amortization of deferred financing cost | 8,000 | ||||
Interest expense | $ 0 | $ 55,796 | |||
Cash discount | $ 13,000 | ||||
Financing costs | $ 8,000 | ||||
Percentage of outstanding principal and accrued unpaid interest | 120.00% | ||||
Percentage of closing bid prices | 50.00% | ||||
Number of shares issued upon debt conversion | shares | 27,575,932 | ||||
Interest penalty and accrued interest | $ 0 | $ 57,000 | |||
Convertible debt balance | $ 0 | $ 57,000 |
Derivative Liability (Details)
Derivative Liability (Details) - USD ($) | 12 Months Ended | |
May 31, 2018 | May 31, 2017 | |
Derivative Liability Details Abstract | ||
Derivative liabilities, Beginning balance | $ 90,986 | $ 2,039,179 |
Addition of new derivative as debt discount | 126,130 | |
Day one loss due to derivative | 87,124 | |
(Gain) on change in fair value of the derivative | (274,229) | |
(Gain) on change in fair value of the derivative due to cash payoff | (1,399,743) | |
Loss on change in fair value of the derivative | 391,371 | (1,586,848) |
Settled upon conversion of debt | (169,605) | 487,475 |
Derivative liabilities, Ending balance | $ 312,752 | $ 90,986 |
Derivative Liability (Details 1
Derivative Liability (Details 1) - USD ($) | 12 Months Ended | |
May 31, 2018 | May 31, 2017 | |
Derivative Liability Details 1Abstract | ||
Day one loss due to derivatives on convertible debt | $ 87,124 | |
(Gain) loss on change in fair value of the derivative | (391,371) | (1,673,972) |
(Gain) loss on derivative | $ 391,371 | $ (1,586,848) |
Derivative Liability (Details 2
Derivative Liability (Details 2) | 12 Months Ended | |
May 31, 2018 | May 31, 2017 | |
Derivative [Line Items] | ||
Expected dividend yield | 0.00% | 0.00% |
Minimum [Member] | ||
Derivative [Line Items] | ||
Expected term | 7 days | 1 month 13 days |
Expected average volatility | 239.00% | 108.00% |
Risk-free interest rate | 0.83% | 0.34% |
Maximum [Member] | ||
Derivative [Line Items] | ||
Expected term | 3 years 29 days | 4 years 29 days |
Expected average volatility | 362.00% | 315.00% |
Risk-free interest rate | 2.54% | 1.62% |
Equity Transactions (Details)
Equity Transactions (Details) - Warrant [Member] - $ / shares | 12 Months Ended | ||
May 31, 2018 | May 31, 2017 | May 31, 2016 | |
Warrants Outstanding, Number of Shares | 36,933,026 | 15,388,761 | 4,062,633 |
Warrants Outstanding, Weighted Average Remaining Contractual life (in years) | 2 years 3 months 29 days | 3 years 3 months 29 days | |
Warrants Outstanding, Weighted Average Exercise Price | $ 0.00028 | $ 0.0007 | $ 0.0025 |
Warrants Exercisable, Number of Shares | 36,933,026 | ||
Warrants Exercisable, Weighted Average Exercise Price | $ 0.00028 |
Equity Transactions (Details 1)
Equity Transactions (Details 1) - Warrant [Member] - $ / shares | 12 Months Ended | |
May 31, 2018 | May 31, 2017 | |
Outstanding, Beginning balance | 15,388,761 | 4,062,633 |
Reset features | 21,544,265 | 11,326,128 |
Forfeited | ||
Exercised | ||
Outstanding, Ending balance | 36,933,026 | 15,388,761 |
Weighted Average Exercise Price | ||
Outstanding, Beginning | $ 0.0007 | $ 0.0025 |
Reset features | 0.00028 | 0.0007 |
Forfeited | ||
Exercised | ||
Outstanding, Ending | $ 0.00028 | $ 0.0007 |
Weighted Average Life (years) | ||
Outstanding, Beginning | 3 years 3 months 29 days | 4 years 3 months 29 days |
Reset features | 3 years 29 days | 3 years 3 months 29 days |
Outstanding, Ending | 2 years 3 months 29 days | 3 years 3 months 29 days |
Equity Transactions (Details Na
Equity Transactions (Details Narrative) - USD ($) | 1 Months Ended | 12 Months Ended | ||||
Dec. 22, 2017 | Sep. 29, 2015 | May 31, 2018 | May 31, 2017 | Jul. 26, 2017 | Mar. 10, 2017 | |
Equity Transaction [Line Items] | ||||||
Common stock, par value (in dollars per share) | $ 0.001 | $ 0.001 | $ 0.001 | |||
Common stock, shares authorized | 1,500,000,000 | 1,500,000,000 | 500,000,000 | |||
Common stock, shares issued | 537,774,616 | 381,206,448 | ||||
Common stock, shares outstanding | 537,774,616 | 381,206,448 | ||||
Preferred stock, conversion ratio | <tr style="vertical-align: top"> <td style="width: 0.25in"><font style="font: 10pt Symbol">·</font></td><td style="text-align: justify"><font style="font: 10pt Times New Roman, Times, Serif">10,500 shares of Series E Convertible Preferred Stock were converted at rate of 1 preferred share to 10 common shares, resulting in the issuance of 105,000 shares of common stock.</font></td></tr></table>" id="sjs-D8"><table cellpadding="0" cellspacing="0" style="width: 100%; font: 11pt/normal Calibri, Helvetica, Sans-Serif; margin-top: 0; margin-bottom: 0"><tr style="vertical-align: top"> <td style="width: 0.25in"><font style="font: 10pt Symbol">·</font></td><td style="text-align: justify"><font style="font: 10pt Times New Roman, Times, Serif">10,500 shares of Series E Convertible Preferred Stock were converted at rate of 1 preferred share to 10 common shares, resulting in the issuance of 105,000 shares of common stock.</font></td></tr></table> | <font style="font: 10pt Times New Roman, Times, Serif">17,078 shares of Series B Preferred Stock were converted at rate of 1 preferred share to 1,000 common shares,</font></p>" id="sjs-E8"><p style="margin: 0; text-align: justify"><font style="font: 10pt Times New Roman, Times, Serif">17,078 shares of Series B Preferred Stock were converted at rate of 1 preferred share to 1,000 common shares,</font></p> | ||||
Loss on settlement of debt | $ (16,778) | |||||
Aggregate intrinsic value of options outstanding | $ 93,256 | |||||
Options, closing market price | $ 0.0028 | |||||
Number of shares cancelled | 3,500,000 | |||||
Number of warrants exercised | 20,644,258 | |||||
Common shares issued upon conversion of debt | 98,887,236 | 92,219,557 | ||||
Amount of debt and accrued interest converted | $ 36,440 | $ 167,660 | ||||
Value of shares granted for services | $ 30,000 | |||||
Beneficial conversion feature on Series D Preferred stock and related amortization | ||||||
Number of shares for consulting services, Shares | 30,000,000 | |||||
Vista Capital [Member] | ||||||
Equity Transaction [Line Items] | ||||||
Number of warrants granted | 1,000,000 | |||||
Amount of interest owed | $ 12,222 | |||||
Loss on settlement of debt | $ 16,778 | |||||
Number of warrants exercisable into common stock | 1,000,000 | 36,933,026 | ||||
Term of warrants exercisable | 5 years | |||||
Exercise price of warrants exercisable | $ 0.05 | $ 0.00028 | ||||
Officer [Member] | ||||||
Equity Transaction [Line Items] | ||||||
Common shares issued for compensation, shares | 20,000,000 | |||||
Common shares issued for compensation, value | $ 50,000 | |||||
Series E Preferred Stock [Member] | ||||||
Equity Transaction [Line Items] | ||||||
Preferred stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 | ||||
Preferred stock, shares authorized | 15,000,000 | 15,000,000 | ||||
Preferred stock, shares issued | 10,216,000 | 14,989,500 | ||||
Preferred stock, shares outstanding | 10,216,000 | 14,989,500 | ||||
Preferred stock, conversion ratio | Series E Preferred Stock is convertible into ten (10) shares of common stock. From October 1, 2016 to October 1, 2018, holders of Series E Preferred Stock may at any time convert to shares of common stock, thereafter, the Company may elect to convert any outstanding stock at any time without notice to the shareholders | |||||
Number of shares cancelled | 9,000 | |||||
Series E Preferred Stock [Member] | Four Officer [Member] | ||||||
Equity Transaction [Line Items] | ||||||
Preferred Stock Compensation description | <tr> <td style="vertical-align: top; width: 4%; font: 11pt/107% Calibri, Helvetica, Sans-Serif; text-align: justify"><font style="font: 10pt Times New Roman, Times, Serif">·</font></td> <td style="vertical-align: top; font: 11pt/107% Calibri, Helvetica, Sans-Serif; text-align: justify"><font style="font: 10pt Times New Roman, Times, Serif">1,678 shares of Series B Convertible Preferred Stock for a value of $1,620</font></td></tr> <tr> <td style="vertical-align: top; font: 11pt/107% Calibri, Helvetica, Sans-Serif; text-align: justify"><font style="font: 10pt Times New Roman, Times, Serif">·</font></td> <td style="vertical-align: top; font: 11pt/107% Calibri, Helvetica, Sans-Serif; text-align: justify"><font style="font: 10pt Times New Roman, Times, Serif">191,226 shares of Series C Convertible Preferred Stock for a value of $12,186</font></td></tr> <tr> <td style="vertical-align: top; font: 11pt/107% Calibri, Helvetica, Sans-Serif; text-align: justify"><font style="font: 10pt Times New Roman, Times, Serif">·</font></td> <td style="vertical-align: top; font: 11pt/107% Calibri, Helvetica, Sans-Serif; text-align: justify"><font style="font: 10pt Times New Roman, Times, Serif">4,784,000 shares of Series E Convertible Preferred Stock for a value of $46,194</font></td></tr> </table>" id="sjs-B41"><table cellspacing="0" cellpadding="0" style="width: 100%"> <tr> <td style="vertical-align: top; width: 4%; font: 11pt/107% Calibri, Helvetica, Sans-Serif; text-align: justify"><font style="font: 10pt Times New Roman, Times, Serif">·</font></td> <td style="vertical-align: top; font: 11pt/107% Calibri, Helvetica, Sans-Serif; text-align: justify"><font style="font: 10pt Times New Roman, Times, Serif">1,678 shares of Series B Convertible Preferred Stock for a value of $1,620</font></td></tr> <tr> <td style="vertical-align: top; font: 11pt/107% Calibri, Helvetica, Sans-Serif; text-align: justify"><font style="font: 10pt Times New Roman, Times, Serif">·</font></td> <td style="vertical-align: top; font: 11pt/107% Calibri, Helvetica, Sans-Serif; text-align: justify"><font style="font: 10pt Times New Roman, Times, Serif">191,226 shares of Series C Convertible Preferred Stock for a value of $12,186</font></td></tr> <tr> <td style="vertical-align: top; font: 11pt/107% Calibri, Helvetica, Sans-Serif; text-align: justify"><font style="font: 10pt Times New Roman, Times, Serif">·</font></td> <td style="vertical-align: top; font: 11pt/107% Calibri, Helvetica, Sans-Serif; text-align: justify"><font style="font: 10pt Times New Roman, Times, Serif">4,784,000 shares of Series E Convertible Preferred Stock for a value of $46,194</font></td></tr> </table> | |||||
Common shares issued for compensation, value | $ 15,000 | |||||
Series D Preferred Stock [Member] | ||||||
Equity Transaction [Line Items] | ||||||
Preferred stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 | ||||
Preferred stock, shares authorized | 10,000,000 | 10,000,000 | ||||
Preferred stock, shares issued | 6,350,000 | 6,350,000 | ||||
Preferred stock, shares outstanding | 6,350,000 | 6,350,000 | ||||
Stock issued for cash, shares | 2,350,000 | |||||
Stock issued for cash, Amount | $ 235,000 | |||||
Preferred stock, conversion ratio | Beginning January 1, 2017, each holder of shares of Series D Preferred Stock may, at any time and from time to time, convert each of its shares of Series D Preferred Stock into a 15 of fully paid and nonassessable shares of common stock | |||||
Beneficial conversion feature on Series D Preferred stock and related amortization | $ 293,750 | |||||
Series D Preferred Stock [Member] | Officer [Member] | ||||||
Equity Transaction [Line Items] | ||||||
Common shares issued for compensation, shares | 4,000,000 | |||||
Common shares issued for compensation, value | $ 108,000 | |||||
Series C preferred stock [Member] | ||||||
Equity Transaction [Line Items] | ||||||
Preferred stock, par value (in dollars per share) | $ 1 | $ 1 | ||||
Preferred stock, shares authorized | 250,000 | 250,000 | ||||
Preferred stock, shares issued | 250,000 | 58,774 | ||||
Preferred stock, shares outstanding | 250,000 | 58,774 | ||||
Preferred stock, conversion ratio | The Preferred Stock can be converted to common stock, at a conversion rate of 66 common shares for each preferred stock | |||||
Preferred Stock Compensation description | <tr> <td style="vertical-align: top; width: 4%; font: 11pt/107% Calibri, Helvetica, Sans-Serif; text-align: justify"><font style="font: 10pt Times New Roman, Times, Serif">·</font></td> <td style="vertical-align: top; font: 11pt/107% Calibri, Helvetica, Sans-Serif; text-align: justify"><font style="font: 10pt Times New Roman, Times, Serif">1,678 shares of Series B Convertible Preferred Stock for a value of $1,620</font></td></tr> <tr> <td style="vertical-align: top; font: 11pt/107% Calibri, Helvetica, Sans-Serif; text-align: justify"><font style="font: 10pt Times New Roman, Times, Serif">·</font></td> <td style="vertical-align: top; font: 11pt/107% Calibri, Helvetica, Sans-Serif; text-align: justify"><font style="font: 10pt Times New Roman, Times, Serif">191,226 shares of Series C Convertible Preferred Stock for a value of $12,186</font></td></tr> <tr> <td style="vertical-align: top; font: 11pt/107% Calibri, Helvetica, Sans-Serif; text-align: justify"><font style="font: 10pt Times New Roman, Times, Serif">·</font></td> <td style="vertical-align: top; font: 11pt/107% Calibri, Helvetica, Sans-Serif; text-align: justify"><font style="font: 10pt Times New Roman, Times, Serif">4,784,000 shares of Series E Convertible Preferred Stock for a value of $46,194</font></td></tr> </table>" id="sjs-D64"><table cellspacing="0" cellpadding="0" style="width: 100%"> <tr> <td style="vertical-align: top; width: 4%; font: 11pt/107% Calibri, Helvetica, Sans-Serif; text-align: justify"><font style="font: 10pt Times New Roman, Times, Serif">·</font></td> <td style="vertical-align: top; font: 11pt/107% Calibri, Helvetica, Sans-Serif; text-align: justify"><font style="font: 10pt Times New Roman, Times, Serif">1,678 shares of Series B Convertible Preferred Stock for a value of $1,620</font></td></tr> <tr> <td style="vertical-align: top; font: 11pt/107% Calibri, Helvetica, Sans-Serif; text-align: justify"><font style="font: 10pt Times New Roman, Times, Serif">·</font></td> <td style="vertical-align: top; font: 11pt/107% Calibri, Helvetica, Sans-Serif; text-align: justify"><font style="font: 10pt Times New Roman, Times, Serif">191,226 shares of Series C Convertible Preferred Stock for a value of $12,186</font></td></tr> <tr> <td style="vertical-align: top; font: 11pt/107% Calibri, Helvetica, Sans-Serif; text-align: justify"><font style="font: 10pt Times New Roman, Times, Serif">·</font></td> <td style="vertical-align: top; font: 11pt/107% Calibri, Helvetica, Sans-Serif; text-align: justify"><font style="font: 10pt Times New Roman, Times, Serif">4,784,000 shares of Series E Convertible Preferred Stock for a value of $46,194</font></td></tr> </table> | |||||
Series C preferred stock [Member] | Four Officer [Member] | ||||||
Equity Transaction [Line Items] | ||||||
Common shares issued for compensation, value | 15,000 | |||||
Series B Preferred Stock [Member] | ||||||
Equity Transaction [Line Items] | ||||||
Preferred stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 | ||||
Preferred stock, shares authorized | 150,000 | 150,000 | ||||
Preferred stock, shares issued | 150,000 | 148,322 | ||||
Preferred stock, shares outstanding | 150,000 | 148,322 | ||||
Number of shares converted | 17,078 | |||||
Preferred stock, conversion ratio | The Series B Preferred converts into Common Stock at a ratio of 1:1,000. However, the Series B may not be converted for a period of 12 months | |||||
Value of stock issued | $ 1,708 | |||||
Deemed dividend | $ 1,523 | |||||
Preferred Stock Compensation description | <tr style="vertical-align: top"> <td style="width: 3%; text-align: justify; line-height: 107%"><font style="font: 10pt Times New Roman, Times, Serif">·</font></td> <td style="width: 97%; text-align: justify; line-height: 107%"><font style="font: 10pt Times New Roman, Times, Serif">1,678 shares of Series B Convertible Preferred Stock for a value of $1,620</font></td></tr> <tr style="vertical-align: top"> <td style="text-align: justify; line-height: 107%"><font style="font: 10pt Times New Roman, Times, Serif">·</font></td> <td style="text-align: justify; line-height: 107%"><font style="font: 10pt Times New Roman, Times, Serif">191,226 shares of Series C Convertible Preferred Stock for a value of $12,186</font></td></tr> <tr style="vertical-align: top"> <td style="text-align: justify; line-height: 107%"><font style="font: 10pt Times New Roman, Times, Serif">·</font></td> <td style="text-align: justify; line-height: 107%"><font style="font: 10pt Times New Roman, Times, Serif">4,784,000 shares of Series E Convertible Preferred Stock for a value of $46,194</font></td></tr> </table>" id="sjs-D78"><table cellspacing="0" cellpadding="0" style="font: 11pt Calibri, Helvetica, Sans-Serif; width: 100%"> <tr style="vertical-align: top"> <td style="width: 3%; text-align: justify; line-height: 107%"><font style="font: 10pt Times New Roman, Times, Serif">·</font></td> <td style="width: 97%; text-align: justify; line-height: 107%"><font style="font: 10pt Times New Roman, Times, Serif">1,678 shares of Series B Convertible Preferred Stock for a value of $1,620</font></td></tr> <tr style="vertical-align: top"> <td style="text-align: justify; line-height: 107%"><font style="font: 10pt Times New Roman, Times, Serif">·</font></td> <td style="text-align: justify; line-height: 107%"><font style="font: 10pt Times New Roman, Times, Serif">191,226 shares of Series C Convertible Preferred Stock for a value of $12,186</font></td></tr> <tr style="vertical-align: top"> <td style="text-align: justify; line-height: 107%"><font style="font: 10pt Times New Roman, Times, Serif">·</font></td> <td style="text-align: justify; line-height: 107%"><font style="font: 10pt Times New Roman, Times, Serif">4,784,000 shares of Series E Convertible Preferred Stock for a value of $46,194</font></td></tr> </table> | |||||
Preferred Stock conversion of period | 12 months | |||||
Series B Preferred Stock [Member] | Officer [Member] | ||||||
Equity Transaction [Line Items] | ||||||
Common shares issued for compensation, shares | 23,430 | |||||
Common shares issued for compensation, value | $ 42,174 | |||||
Series B Preferred Stock [Member] | Four Officer [Member] | ||||||
Equity Transaction [Line Items] | ||||||
Common shares issued for compensation, value | $ 15,000 | |||||
Series A Preferred Stock [Member] | ||||||
Equity Transaction [Line Items] | ||||||
Preferred stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 | ||||
Preferred stock, shares authorized | 2,000,000 | 2,000,000 | ||||
Preferred stock, shares issued | 1,940,103 | 1,940,153 | ||||
Preferred stock, shares outstanding | 1,940,103 | 1,940,153 | ||||
Preferred Stock voting rights | The Series A Preferred Stock has voting rights equal to 1,000 votes for each 1 share of owned. | |||||
Series A Preferred Stock [Member] | Officer [Member] | ||||||
Equity Transaction [Line Items] | ||||||
Common shares issued for compensation, shares | 50 | |||||
Common shares issued for compensation, value | $ 0 |
Taxes (Details)
Taxes (Details) | 12 Months Ended |
May 31, 2018USD ($) | |
Taxes | |
Income tax provision at the federal statutory rate | 35.00% |
Effect on operating losses | (35.00%) |
Provision for income taxes |
Taxes (Details 1)
Taxes (Details 1) - USD ($) | May 31, 2018 | May 31, 2017 |
Taxes | ||
Net operating loss carry forward | $ 860,739 | $ 762,707 |
Taxes (Details 2)
Taxes (Details 2) - USD ($) | May 31, 2018 | May 31, 2017 |
Taxes | ||
Total deferred tax assets at statutory tax rate | $ 180,755 | $ 266,948 |
Increase in valuation allowance | (180,755) | (266,948) |
Net deferred tax asset |