Cover
Cover - USD ($) | 12 Months Ended | ||
May 31, 2021 | Jul. 26, 2021 | Nov. 30, 2020 | |
Cover [Abstract] | |||
Entity Registrant Name | NATE’S FOOD CO. | ||
Entity Central Index Key | 0001409446 | ||
Document Type | 10-K/A | ||
Amendment Flag | false | ||
Entity Voluntary Filers | No | ||
Current Fiscal Year End Date | --05-31 | ||
Entity Well Known Seasoned Issuer | No | ||
Entity Small Business | true | ||
Entity Shell Company | false | ||
Entity Emerging Growth Company | false | ||
Entity Current Reporting Status | No | ||
Document Period End Date | May 31, 2021 | ||
Entity Filer Category | Non-accelerated Filer | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2021 | ||
Entity Common Stock Shares Outstanding | 537,774,616 | ||
Entity Public Float | $ 850,000 | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
Entity File Number | 000-52831 | ||
Entity Incorporation State Country Code | CO | ||
Entity Tax Identification Number | 46-3403755 | ||
Entity Address Address Line 1 | 15151 Springdale Street | ||
Entity Address City Or Town | Huntington Beach | ||
Entity Address State Or Province | CA | ||
Entity Address Postal Zip Code | 92649 | ||
City Area Code | 949 | ||
Local Phone Number | 381-1834 | ||
Entity Interactive Data Current | No |
Balance Sheets
Balance Sheets - USD ($) | May 31, 2021 | May 31, 2020 |
Current assets: | ||
Cash | $ 615 | $ 727 |
Total current assets | 615 | 727 |
TOTAL ASSETS | 615 | 727 |
Current liabilities: | ||
Accounts payable and accrued liabilities | 298,489 | 298,489 |
Accrued interest | 34,546 | 27,287 |
Accrued interest - related party | 76,281 | 63,387 |
Notes payable - related party | 361,075 | 340,056 |
Convertible notes | 36,818 | 36,818 |
Derivative liability | 537,540 | 1,721,718 |
Total current liabilities | 1,344,749 | 2,487,755 |
Total liabilities | 1,344,749 | 2,487,755 |
Stockholders' Deficit: | ||
Common Stock, Par Value $0.001, 1,500,000,000 shares authorized, 537,774,616 issued and outstanding, respectively | 537,774 | 537,774 |
Additional paid in capital | 2,884,051 | 2,884,051 |
Accumulated deficit | (5,018,302) | (6,161,196) |
Total stockholders' deficit | (1,344,134) | (2,487,028) |
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT | 615 | 727 |
Series A Preferred Stock [Member] | ||
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 [Member] | ||
Stockholders' Deficit: | ||
Series A Preferred Stock, Par Value $0.0001, 2,000,000 shares authorized, 1,940,153 issued and outstanding | 15 | 15 |
Series C preferred stock [Member] | ||
Stockholders' Deficit: | ||
Series A Preferred Stock, Par Value $0.0001, 2,000,000 shares authorized, 1,940,153 issued and outstanding | 250,000 | 250,000 |
Series D Preferred Stock [Member] | ||
Stockholders' Deficit: | ||
Series A Preferred Stock, Par Value $0.0001, 2,000,000 shares authorized, 1,940,153 issued and outstanding | 635 | 635 |
Series E Preferred Stock [Member] | ||
Stockholders' Deficit: | ||
Series A Preferred Stock, Par Value $0.0001, 2,000,000 shares authorized, 1,940,153 issued and outstanding | $ 1,499 | $ 1,499 |
Balance Sheets (Parenthetical)
Balance Sheets (Parenthetical) - $ / shares | May 31, 2021 | May 31, 2020 |
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 | 537,774,616 |
Common stock, shares outstanding | 537,774,616 | 537,774,616 |
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 | 1,940,153 | 1,940,153 |
Preferred stock, shares outstanding | 1,940,153 | 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 | 150,000 |
Preferred stock, shares outstanding | 150,000 | 150,000 |
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 | 250,000 |
Preferred stock, shares outstanding | 250,000 | 250,000 |
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 | 14,989,500 | 14,989,500 |
Preferred stock, shares outstanding | 14,989,500 | 14,989,500 |
Statements of Operations
Statements of Operations - USD ($) | 12 Months Ended | |
May 31, 2021 | May 31, 2020 | |
Statements of Operations | ||
Sales | $ 1,758 | $ 0 |
Cost of Goods Sold | 456 | 0 |
Gross Profit | 1,302 | 0 |
Operating Expenses | ||
Selling, general and administrative | 22,434 | 23,245 |
Total operating expenses | 22,434 | 23,245 |
Operating Loss | (21,132) | (23,245) |
Other (Income) Expense | ||
(Gain) loss on change in fair value of derivative liability | (1,184,178) | 1,255,026 |
Interest expense | 20,152 | 31,580 |
Total other (income) expenses | (1,164,026) | 1,286,606 |
Net Income (Loss) | $ 1,142,894 | $ (1,309,851) |
Net income (loss) per common share: | ||
Basic | $ 0 | $ 0 |
Diluted | $ 0 | $ 0 |
Weighted average number of common shares outstanding: | ||
Basic | 537,774,616 | 537,774,616 |
Diluted | 545,415,172 | 537,774,616 |
Statements of Changes in Stockh
Statements of Changes in Stockholders' Deficit - USD ($) | Total | Series A, Preferred Stock | Series B, Preferred Stock | Series C, Preferred Stock | Series D, Preferred Stock | Series E, Preferred Stock | Common Stock | Additional Paid-In Capital | Retained Earnings (Accumulated Deficit) |
Balance, shares at May. 31, 2019 | 1,940,153 | 150,000 | 250,000 | 6,350,000 | 14,989,500 | 537,774,616 | |||
Balance, amount at May. 31, 2019 | $ (1,177,177) | $ 194 | $ 15 | $ 250,000 | $ 635 | $ 1,499 | $ 537,774 | $ 2,884,051 | $ (4,851,345) |
Net loss | (1,309,851) | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | 0 | (1,309,851) |
Balance, shares at May. 31, 2020 | 1,940,153 | 150,000 | 250,000 | 6,350,000 | 14,989,500 | 537,774,616 | |||
Balance, amount at May. 31, 2020 | (2,487,028) | $ 194 | $ 15 | $ 250,000 | $ 635 | $ 1,499 | $ 537,774 | 2,884,051 | (6,161,196) |
Net loss | 1,142,894 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | 0 | 1,142,894 |
Balance, shares at May. 31, 2021 | 1,940,153 | 150,000 | 250,000 | 6,350,000 | 14,989,500 | 537,774,616 | |||
Balance, amount at May. 31, 2021 | $ (1,344,134) | $ 194 | $ 15 | $ 250,000 | $ 635 | $ 1,499 | $ 537,774 | $ 2,884,051 | $ (5,018,302) |
Statements of Cash Flows
Statements of Cash Flows - USD ($) | 12 Months Ended | |
May 31, 2021 | May 31, 2020 | |
CASH FLOWS FROM OPERATING ACTIVITIES | ||
Net Income (Loss) | $ 1,142,894 | $ (1,309,851) |
Adjustments to reconcile net income (loss) to net cash used in operating activities: | ||
(Gain) loss on change in fair value of derivative liability | (1,184,178) | 1,255,026 |
Changes in operating assets and liabilities: | ||
Accounts payable and accrued liabilities | 17,019 | 32,594 |
Accrued interest - related party | 12,894 | 12,892 |
Accrued interest | 7,259 | 7,280 |
Net cash used in operating activities | (4,112) | (2,059) |
CASH FLOWS FROM INVESTING ACTIVITIES | ||
Net cash used in investing activities | 0 | 0 |
CASH FLOWS FROM FINANCING ACTIVITIES | ||
Proceeds from notes payable - related party | 4,000 | 2,500 |
Net cash provided by financing activities | 4,000 | 2,500 |
Net cash increase (decrease) for the period | (112) | 441 |
Cash at beginning of period | 727 | 286 |
Cash at end of period | 615 | 727 |
Supplemental Cash Flow Disclosures | ||
Cash paid for interest | 0 | 0 |
Cash paid for income taxes | 0 | 0 |
Non-Cash Investing and Financing Activity: | ||
Reclassification of accounts payable to notes payable - related party | $ 17,019 | $ 0 |
Organization and Summary of Sig
Organization and Summary of Significant Accounting Policies | 12 Months Ended |
May 31, 2021 | |
Organization and Summary of Significant Accounting Policies | |
Note 1 - Organization and Summary of Significant Accounting Policies | 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 suspended our operations in 2018, but plan to resume our pancake and waffle batter operations, and 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. Stock-Based Compensation The Company applies ASC 718 “Compensation – Stock Compensation” Revenue Recognition The Company recognizes revenue in accordance with ASC 606, " Revenue Recognition Step 1: Identify the contract(s) with customers Step 2: Identify the performance obligations in the contract Step 3: Determine the transaction price Step 4: Allocate the transaction price to performance obligations Step 5: Recognize revenue when the entity satisfies a performance obligation The Company’s sales are derived from the sale of ready-to-use, pre-mixed pancake and waffle batter. The Company recognizes revenue at a point in time when it satisfies its obligation by transferring control of the goods to the customer. The cost of sales includes packaging-related expenses. During the years ended May 31, 2021 and 2020, the Company recognized revenue of $1,758 and nil, respectively, for the goods that have been delivered to the customers. During the years ended May 31, 2021 and 2020, the Company incurred cost of sales of $456 and nil, respectively, resulting in gross profit of $1,302 and nil, 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. Fair Value of Financial Instruments The Company’s financial instruments consist primarily of cash, accounts payable and accrued liabilities, 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, 2021 Level 1 Level 2 Level 3 Total Liabilities Derivative liabilities $ - $ - $ 537,540 $ 537,540 May 31, 2020 Level 1 Level 2 Level 3 Total Liabilities Derivative liabilities $ - $ - $ 1,721,718 $ 1,721,718 Earnings (Loss) Per Share The Company computes net income (loss) per share in accordance with ASC 260, “ Earnings per Share For the years ended May 31, 2021 and 2020, respectively, the following warrants, convertible notes and convertible preferred stock were potentially dilutive. Year ended May 31, 2021 2020 (Shares) (Shares) Warrants - 92,322,564 Convertible notes payable 185,358,384 582,762,000 Series B convertible preferred stock 150,000,000 150,000,000 Series C convertible preferred stock 16,500,000 16,500,000 Series D convertible preferred stock 95,250,000 95,250,000 Series E convertible preferred stock 149,895,000 95,250,000 597,003,384 1,032,084,564 For the year ended May 31, 2020, 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, 2021: Net Income (Loss) Shares Per Share (Numerator) (Denominator) Amount Basic EPS $ 1,142,894 537,774,616 $ 0.00 Effect of dilutive securities: Warrants - - - Convertible notes payable (1,190,805 ) 185,358,384 - Preferred stock - - - Diluted EPS $ (47,911 ) 723,133,000 $ (0.00 ) Recently Issued Accounting Pronouncements The Company has determined that there are no applicable recently issued accounting pronouncements that are expected to have a material impact on these financial statements. |
Going Concern
Going Concern | 12 Months Ended |
May 31, 2021 | |
Going Concern | |
Note 2 - Going Concern | 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, 2021 | |
Related Party Transactions | |
Note 3 - Related Party Transactions | Note 3 – Related Party Transactions Notes Payable – Related Party During the years ended May 31, 2021 and 2020, the Company borrowed $4,000 and $2,500, respectively from our officer for working capital purposes. As at May 31, 2021 and 2020, the total amount owed to this officer was $361,075 and $334,056, respectively. Of the May 31, 2021 amount, $57,000 of the loan is at 10% interest and was to be repaid by June 28, 2017 and currently is in default, and as at May 31, 2021 and 2020, accrued interest of $28,079 and $22,379 in interest has been recorded with respect to this loan. There is no additional interest charged to the note as a result of the default. There is no additional interest charged to the note as a result of the default. |
Convertible Notes
Convertible Notes | 12 Months Ended |
May 31, 2021 | |
Convertible Notes | |
Note 4 - Convertible Notes | Note 4 – Convertible Notes The Company had the following convertible notes payable outstanding as of May 31, 2021 and 2020: May 31, May 31, 2021 2020 Convertible notes payable $ 36,818 $ 36,818 36,818 36,818 Less: debt discount and deferred financing cost - - 36,818 36,818 Less: current portion of convertible notes payable 36,818 36,818 Long-term convertible notes payable $ - $ - On October 13, 2016, the Company received financing from an unrelated party On December 29, 2017, the principal balance along with the related default penalties, accrued and unpaid interest, and the conversion rights were sold to another unrelated party. , and bears 18% interest rate while in default |
Derivative Liability
Derivative Liability | 12 Months Ended |
May 31, 2021 | |
Derivative Liability | |
Note 5 - Derivative Liability | Note 5 – Derivative Liability The Company analyzed the conversion options on its convertible note (note 4) for derivative accounting consideration under ASC 815, “Derivatives 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 (note 6) 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, 2021 and 2020: Balance - May 31, 2019 $ 466,692 (Gain) on change in fair value of the derivative 1,255,026 Balance - May 31, 2020 $ 1,721,718 Loss on change in fair value of the derivative (1,184,178 ) Balance - May 31, 2021 $ 537,540 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, 2021 2020 Expected term (3.14) – 0.08 years (2.13) – 1.08 years Expected average volatility 336% 274% - 361% Expected dividend yield - - Risk-free interest rate 0.08% 0.18% - 1.76% |
Equity Transactions
Equity Transactions | 12 Months Ended |
May 31, 2021 | |
Equity Transactions | |
Note 6 - Equity Transactions | Note 6 – Equity Transaction 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 years ended May 31, 2021 and 2020. As of May 31, 2021 and 2020, 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 from the date of issue. There were no issuances of the Series B Preferred Stock during the years ended May 31, 2021 and 2020. As of May 31, 2021 and 2020, 150,000 shares of Series B Preferred Stock were issued and outstanding. 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. There were no issuances of the Series C Preferred Stock during the years ended May 31, 2021 and 2020. As of May 31, 2021 and 2020, 250,000 shares of Series C Preferred Stock were issued and outstanding. 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. There were no issuances of the Series D Preferred Stock during the years ended May 31, 2021 and 2020. As of May 31, 2021 and 2020, 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. There were no issuances of the Series E Preferred Stock during the years ended May 31, 2021 and 2020. As of May 31, 2021 and 2020, 14,989,500 shares of Series E Preferred Stock were issued and outstanding, respectively. Common stock The Company is authorized to issue 1,500,000,000 shares of common stock at a par value of $0.001. There were no issuances of common stock during the years ended May 31, 2021 and 2020. As of May 31, 2021 and 2020, 537,774,616 shares of common stock were issued and outstanding, respectively. Warrants On September 29, 2015, the Company granted 1,000,000 warrants valued at $29,000 to Vista Capital Investments, LLC, in exchange for interest owed of $12,222, and recognized a loss on debt settlement of $16,778. Warrants were 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 92,332,564 shares of common stock at $0.00011 per share. Each warrant was exercisable into one share of common stock. The following table summarizes warrant activity for the years ended May 31, 2021 and 2020: Number of shares Weighted Average Exercise Price Weighted Average Life (years) Outstanding, May 31, 2019 36,933,026 $ 0.00028 1.33 years Reset features 55,399,539 0.00011 0.33 years Forfeited - - - Exercised - - - Outstanding, May 31, 2020 92,322,564 $ 0.00011 0.33 years Reset features - - - Forfeited (92,332,564 ) (0.00011 ) - Exercised - - - Outstanding, May 31, 2021 - $ - - 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). The Company determined that the warrants qualify for derivative accounting (see note 5). |
Taxes
Taxes | 12 Months Ended |
May 31, 2021 | |
Taxes | |
Note 7 - Taxes | 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, 2021 and 2020 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, 2021. 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 21 % Effect on operating losses (21 )% Changes in the net deferred tax assets consist of the following: Income tax May 31, May 31, 2021 2020 Net operating loss carry forward $ 1,080,649 $ 1,121,933 A reconciliation of income taxes computed at the statutory rate is as follows: May 31, May 31, 2021 2020 Total deferred tax assets at statutory tax rate $ 226,936 $ 235,606 Increase in valuation allowance (226,936 ) (235,606 ) Net deferred tax asset $ - $ - |
Risks and Uncertainties
Risks and Uncertainties | 12 Months Ended |
May 31, 2021 | |
Risks and Uncertainties | |
Note 8 - Risks and Uncertainties | Note 8 – Risks and Uncertainties In early 2020, the World Health Organization declared the rapidly spreading coronavirus disease (COVID-19) outbreak a pandemic. This pandemic has resulted in governments worldwide enacting emergency measures to combat the spread of the virus. The Company considered the impact of COVID-19 on the assumptions and estimates used and determined that there were no retroactive material adverse impacts on the Company’s results of operations and financial position at May 31, 2021 and 2020. The full extent of the future impacts of COVID-19 on the Company’s operations is uncertain. A prolonged outbreak could have a material adverse impact on financial results and business operations of the Company in the future. The Company is not 10 may |
Subsequent Events
Subsequent Events | 12 Months Ended |
May 31, 2021 | |
Subsequent Events | |
Note 9 - Subsequent Events | Note 9 – Subsequent Events |
Organization and Summary of S_2
Organization and Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
May 31, 2021 | |
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 suspended our operations in 2018, but plan to resume our pancake and waffle batter operations, and 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 ASC 718 “Compensation – Stock Compensation” |
Revenue Recognition | The Company recognizes revenue in accordance with ASC 606, " Revenue Recognition Step 1: Identify the contract(s) with customers Step 2: Identify the performance obligations in the contract Step 3: Determine the transaction price Step 4: Allocate the transaction price to performance obligations Step 5: Recognize revenue when the entity satisfies a performance obligation The Company’s sales are derived from the sale of ready-to-use, pre-mixed pancake and waffle batter. The Company recognizes revenue at a point in time when it satisfies its obligation by transferring control of the goods to the customer. The cost of sales includes packaging-related expenses. During the years ended May 31, 2021 and 2020, the Company recognized revenue of $1,758 and nil, respectively, for the goods that have been delivered to the customers. During the years ended May 31, 2021 and 2020, the Company incurred cost of sales of $456 and nil, respectively, resulting in gross profit of $1,302 and nil, 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. |
Fair Value of Financial Instruments | The Company’s financial instruments consist primarily of cash, accounts payable and accrued liabilities, 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, 2021 Level 1 Level 2 Level 3 Total Liabilities Derivative liabilities $ - $ - $ 537,540 $ 537,540 May 31, 2020 Level 1 Level 2 Level 3 Total Liabilities Derivative liabilities $ - $ - $ 1,721,718 $ 1,721,718 |
Basic Earnings (Loss) Per Share | The Company computes net income (loss) per share in accordance with ASC 260, “ Earnings per Share For the years ended May 31, 2021 and 2020, respectively, the following warrants, convertible notes and convertible preferred stock were potentially dilutive. Year ended May 31, 2021 2020 (Shares) (Shares) Warrants - 92,322,564 Convertible notes payable 185,358,384 582,762,000 Series B convertible preferred stock 150,000,000 150,000,000 Series C convertible preferred stock 16,500,000 16,500,000 Series D convertible preferred stock 95,250,000 95,250,000 Series E convertible preferred stock 149,895,000 95,250,000 597,003,384 1,032,084,564 For the year ended May 31, 2020, 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, 2021: Net Income (Loss) Shares Per Share (Numerator) (Denominator) Amount Basic EPS $ 1,142,894 537,774,616 $ 0.00 Effect of dilutive securities: Warrants - - - Convertible notes payable (1,190,805 ) 185,358,384 - Preferred stock - - - Diluted EPS $ (47,911 ) 723,133,000 $ (0.00 ) |
Recently Issued Accounting Pronouncements | The Company has determined that there are no applicable recently issued accounting pronouncements that are expected to have a material impact on these financial statements. |
Organization and Summary of S_3
Organization and Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
May 31, 2021 | |
Organization and Summary of Significant Accounting Policies | |
Schedule of fair value measurements by level on recurring basis | May 31, 2021 Level 1 Level 2 Level 3 Total Liabilities Derivative liabilities $ - $ - $ 537,540 $ 537,540 May 31, 2020 Level 1 Level 2 Level 3 Total Liabilities Derivative liabilities $ - $ - $ 1,721,718 $ 1,721,718 |
Summary of warrants, convertible notes and convertible preferred stock were excluded from the computation of diluted net loss per shares | Year ended May 31, 2021 2020 (Shares) (Shares) Warrants - 92,322,564 Convertible notes payable 185,358,384 582,762,000 Series B convertible preferred stock 150,000,000 150,000,000 Series C convertible preferred stock 16,500,000 16,500,000 Series D convertible preferred stock 95,250,000 95,250,000 Series E convertible preferred stock 149,895,000 95,250,000 597,003,384 1,032,084,564 |
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 $ 1,142,894 537,774,616 $ 0.00 Effect of dilutive securities: Warrants - - - Convertible notes payable (1,190,805 ) 185,358,384 - Preferred stock - - - Diluted EPS $ (47,911 ) 723,133,000 $ (0.00 ) |
Convertible Notes (Tables)
Convertible Notes (Tables) | 12 Months Ended |
May 31, 2021 | |
Convertible Notes | |
Schedule of convertible notes payable | May 31, May 31, 2021 2020 Convertible notes payable $ 36,818 $ 36,818 36,818 36,818 Less: debt discount and deferred financing cost - - 36,818 36,818 Less: current portion of convertible notes payable 36,818 36,818 Long-term convertible notes payable $ - $ - |
Derivative Liability (Tables)
Derivative Liability (Tables) | 12 Months Ended |
May 31, 2021 | |
Derivative Liability | |
Schedule of derivative liabilities included in balance sheet | Balance - May 31, 2019 $ 466,692 (Gain) on change in fair value of the derivative 1,255,026 Balance - May 31, 2020 $ 1,721,718 Loss on change in fair value of the derivative (1,184,178 ) Balance - May 31, 2021 $ 537,540 |
Schedule of value of option liability at each measurement date | May 31, May 31, 2021 2020 Expected term (3.14) – 0.08 years (2.13) – 1.08 years Expected average volatility 336% 274% - 361% Expected dividend yield - - Risk-free interest rate 0.08% 0.18% - 1.76% |
Equity Transactions (Tables)
Equity Transactions (Tables) | 12 Months Ended |
May 31, 2021 | |
Equity Transactions | |
Schedule of warrant activity | Number of shares Weighted Average Exercise Price Weighted Average Life (years) Outstanding, May 31, 2019 36,933,026 $ 0.00028 1.33 years Reset features 55,399,539 0.00011 0.33 years Forfeited - - - Exercised - - - Outstanding, May 31, 2020 92,322,564 $ 0.00011 0.33 years Reset features - - - Forfeited (92,332,564 ) (0.00011 ) - Exercised - - - Outstanding, May 31, 2021 - $ - - |
Taxes (Tables)
Taxes (Tables) | 12 Months Ended |
May 31, 2021 | |
Taxes | |
Provision for income taxes at federal statutory rate | Income tax provision at the federal statutory rate 21 % Effect on operating losses (21 )% |
Changes in the net deferred tax assets | Income tax May 31, May 31, 2021 2020 Net operating loss carry forward $ 1,080,649 $ 1,121,933 |
Reconciliation of income taxes computed at the statutory rate | May 31, May 31, 2021 2020 Total deferred tax assets at statutory tax rate $ 226,936 $ 235,606 Increase in valuation allowance (226,936 ) (235,606 ) Net deferred tax asset $ - $ - |
Organization and Summary of S_4
Organization and Summary of Significant Accounting Policies (Details) - USD ($) | May 31, 2021 | May 31, 2020 | May 31, 2019 | May 31, 2018 | May 31, 2016 |
Derivative liabilities | $ 537,540 | $ 1,721,718 | $ 466,692 | $ 312,752 | $ 2,039,179 |
Fair Value, Measurements, Recurring [Member] | |||||
Derivative liabilities | 537,540 | 1,721,718 | |||
Fair Value, Measurements, Recurring [Member] | Fair Value, Inputs, Level 1 [Member] | |||||
Derivative liabilities | 0 | 0 | |||
Fair Value, Measurements, Recurring [Member] | Fair Value, Inputs, Level 2 [Member] | |||||
Derivative liabilities | 0 | 0 | |||
Fair Value, Measurements, Recurring [Member] | Fair Value, Inputs, Level 3 [Member] | |||||
Derivative liabilities | $ 537,540 | $ 1,721,718 |
Organization and Summary of S_5
Organization and Summary of Significant Accounting Policies (Details 1) - shares | 12 Months Ended | |
May 31, 2021 | May 31, 2020 | |
Weighted average basic shares outstanding, Anti diluted | 597,003,384 | 1,032,084,564 |
Series B Preferred Stock [Member] | ||
Weighted average basic shares outstanding, Anti diluted | 150,000,000 | 150,000,000 |
Series C preferred stock [Member] | ||
Weighted average basic shares outstanding, Anti diluted | 16,500,000 | 16,500,000 |
Series D Preferred Stock [Member] | ||
Weighted average basic shares outstanding, Anti diluted | 95,250,000 | 95,250,000 |
Series E Preferred Stock [Member] | ||
Weighted average basic shares outstanding, Anti diluted | 149,895,000 | 95,250,000 |
Convertible Notes Payable [Member] | ||
Weighted average basic shares outstanding, Anti diluted | 185,358,384 | 582,762,000 |
Warrants [Member] | ||
Weighted average basic shares outstanding, Anti diluted | 92,322,564 |
Organization and Summary of S_6
Organization and Summary of Significant Accounting Policies (Details 2) - USD ($) | 12 Months Ended | |
May 31, 2021 | May 31, 2020 | |
Organization and Summary of Significant Accounting Policies | ||
Net Income (Loss) of Basic EPS | $ 1,142,894 | |
Net Income (Loss) of Warrants | 0 | |
Net Income (Loss) of Convertible notes payable | (1,190,805) | |
Net Income (Loss) of Preferred stock | 0 | |
Net Income (Loss) of Diluted EPS | $ 47,911 | |
Shares of Basic EPS | 537,774,616 | 537,774,616 |
Shares of Convertible notes payable | 185,358,384 | |
Shares of Diluted EPS | 723,133,000 | |
Shares used in basic and diluted per share amounts: | ||
Per Share of Basic EPS | $ 0 | $ 0 |
Per Share of Diluted EPS | $ 0 | $ 0 |
Organization and Summary of S_7
Organization and Summary of Significant Accounting Policies (Details Narrative) - USD ($) | 12 Months Ended | |
May 31, 2021 | May 31, 2020 | |
Organization and Summary of Significant Accounting Policies | ||
Sales | $ 1,758 | $ 0 |
Cost of Goods Sold | 456 | 0 |
Gross Profit | $ 1,302 | $ 0 |
Related Party Transactions (Det
Related Party Transactions (Details Narrative) - USD ($) | 12 Months Ended | |
May 31, 2021 | May 31, 2020 | |
Accrued interest | $ 28,079 | $ 22,379 |
Accounts payable and accrued liabilities | 17,019 | 32,594 |
Proceeds from notes payable - related party | 4,000 | 2,500 |
Officer [Member] | ||
Working capital Borrowed | 361,075 | 334,056 |
Proceeds from notes payable - related party | $ 4,000 | 2,500 |
Repayment of loan maturity date | Jun. 28, 2017 | |
Officer [Member] | Interest Rate Ten Percent [Member] | ||
Amount owed to related Party | $ 57,000 | $ 57,000 |
Interest rate on loan | 10.00% | 10.00% |
Officer [Member] | Interest Rate Zero Percent [Member] | ||
Amount owed to related Party | $ 232,173 | |
Interest rate on loan | 0.00% | |
Officer [Member] | Interest Rate Ten Percent One [Member] | ||
Accrued interest | $ 48,202 | $ 41,008 |
Repayment of loan maturity date | Dec. 31, 2016 | |
Amount owed to related Party | $ 71,902 | $ 71,902 |
Interest rate on loan | 10.00% | 10.00% |
Convertible Notes (Details)
Convertible Notes (Details) - USD ($) | May 31, 2021 | May 31, 2020 |
Convertible Notes | ||
Convertible notes payable | $ 36,818 | $ 36,818 |
Total convertible notes payable | 36,818 | 36,818 |
Less: debt discount and deferred financing cost | 0 | 0 |
Total | 36,818 | 36,818 |
Less: current portion of convertible notes payable | 36,818 | 36,818 |
Long-term convertible notes payable | $ 0 | $ 0 |
Convertible Notes (Details Narr
Convertible Notes (Details Narrative) | Oct. 13, 2016USD ($)integer | May 31, 2021USD ($) | May 31, 2020USD ($) |
Accrued interest | $ 28,079 | $ 22,379 | |
Convertibles Debt [Member] | JSJ Investments [Member] | |||
Amount of financing received | $ 85,500 | ||
Interest rate | 10.00% | ||
Conversion price, percentage | 45.00% | ||
Number of trading days | integer | 20 | ||
Interest expense related to amortization of deferred financing cost | $ 85,500 | ||
Interest expense | 7,259 | 7,279 | |
Maturity date | Jul. 13, 2017 | ||
Cash discount | $ 5,000 | ||
Financing costs | $ 8,000 | ||
Percentage of outstanding principal and accrued unpaid interest | 125.00% | ||
Percentage of outstanding principal and accrued unpaid interest after 90 days | 150.00% | ||
Accrued interest | $ 34,546 | $ 27,287 |
Derivative Liability (Details)
Derivative Liability (Details) - USD ($) | 12 Months Ended | |
May 31, 2021 | May 31, 2020 | |
Derivative Liability | ||
Derivative liabilities, Beginning balance | $ 1,721,718 | $ 466,692 |
(Gain) on change in fair value of the derivative | (1,184,178) | 1,255,026 |
Loss on change in fair value of the derivative | 1,184,178 | |
Derivative liabilities, Ending balance | $ 537,540 | $ 1,721,718 |
Derivative Liability (Details 1
Derivative Liability (Details 1) | 12 Months Ended | |
May 31, 2021 | May 31, 2020 | |
Expected average volatility | 336.00% | |
Risk-free interest rate | 0.08% | |
Expected dividend yield | 0.00% | 0.00% |
Minimum [Member] | ||
Expected average volatility | 274.00% | |
Risk-free interest rate | 1.76% | |
Expected term | 29 days | 1 year 29 days |
Maximum [Member] | ||
Expected average volatility | 361.00% | |
Risk-free interest rate | 0.18% | |
Expected term | 3 years 1 month 20 days | 2 years 1 month 17 days |
Equity Transactions (Details)
Equity Transactions (Details) - Warrants [Member] - $ / shares | 12 Months Ended | |
May 31, 2021 | May 31, 2020 | |
Warrants Outstanding, Number of Shares, Beginning balance | 92,322,564 | 36,933,026 |
Reset features | 55,399,539 | |
Forfeited | (92,332,564) | |
Warrants Outstanding,Number of Shares, Ending balance | 92,322,564 | |
Weighted Average Exercise Price, begnning balance | $ 0.00011 | $ 0.00028 |
Weighted Average Exercise Price, Reset features | 0.00011 | |
Weighted Average Exercise Price, Forfeited | $ 0.00011 | |
Weighted Average Exercise Price, ending balance | $ 0.00011 | |
Warrants Outstanding, Weighted Average life (in years), begnning | 1 year 3 months 29 days | 1 year 3 months 29 days |
Warrants Outstanding, Weighted Average life (in years), Reset features | 3 months 29 days | |
Warrants Outstanding, Weighted Average life (in years), ending | 3 months 29 days |
Equity Transactions (Details Na
Equity Transactions (Details Narrative) - USD ($) | 1 Months Ended | 12 Months Ended | |
Sep. 29, 2015 | May 31, 2021 | May 31, 2020 | |
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 | 537,774,616 | |
Common stock, shares outstanding | 537,774,616 | 537,774,616 | |
Vista Capital [Member] | |||
Number of warrants granted | 1,000,000 | ||
Amount of interest owed | $ 12,222 | ||
Fair value of warrants | 29,000 | ||
Loss on settlement of debt | $ 16,778 | ||
Number of warrants exercisable into common stock | 1,000,000 | 92,332,564 | |
Term of warrants exercisable | five years | ||
Exercise price of warrants exercisable | $ 0.05 | $ 0.00011 | |
Series A Preferred Stock [Member] | |||
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 | 1,940,153 | 1,940,153 | |
Preferred stock, shares outstanding | 1,940,153 | 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 common stock owned. | ||
Series B Preferred Stock [Member] | |||
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 | 150,000 | |
Preferred stock, shares outstanding | 150,000 | 150,000 | |
Preferred stock, conversion ratio | 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 from the date of issue. | ||
Series C preferred stock [Member] | |||
Preferred stock, par value (in dollars per share) | $ 1 | $ 1 | |
Preferred stock, shares authorized | 250,000 | 250,000 | |
Preferred stock, shares issued | 250,000 | 250,000 | |
Preferred stock, shares outstanding | 250,000 | 250,000 | |
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. | ||
Series D Preferred Stock [Member] | |||
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 | |
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. | ||
Series E Preferred Stock [Member] | |||
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 | 14,989,500 | 14,989,500 | |
Preferred stock, shares outstanding | 14,989,500 | 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. |
Taxes (Details)
Taxes (Details) | 12 Months Ended |
May 31, 2021 | |
Taxes | |
Income tax provision at the federal statutory rate | 21.00% |
Effect on operating losses | (21.00%) |
Taxes (Details 1)
Taxes (Details 1) - USD ($) | May 31, 2021 | May 31, 2020 |
Taxes | ||
Net operating loss carry forward | $ 1,080,649 | $ 1,121,933 |
Taxes (Details 2)
Taxes (Details 2) - USD ($) | May 31, 2021 | May 31, 2020 |
Taxes | ||
Total deferred tax assets at statutory tax rate | $ 226,936 | $ 235,606 |
Increase in valuation allowance | (226,936) | (235,606) |
Net deferred tax asset | $ 0 | $ 0 |