Cover
Cover - USD ($) | 12 Months Ended | ||
May 31, 2023 | Sep. 12, 2023 | Nov. 30, 2022 | |
Cover [Abstract] | |||
Entity Registrant Name | NATE’S FOOD CO. | ||
Entity Central Index Key | 0001409446 | ||
Document Type | 10-K | ||
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 | Yes | ||
Document Period End Date | May 31, 2023 | ||
Entity Filer Category | Non-accelerated Filer | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2023 | ||
Entity Common Stock Shares Outstanding | 3,208,024,616 | ||
Entity Public Float | $ 508 | ||
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 | 650 | ||
Icfr Auditor Attestation Flag | false | ||
Local Phone Number | 222-5141 | ||
Entity Interactive Data Current | Yes | ||
Auditor Firm Id | 6117 | ||
Auditor Location | Farmington, Utah | ||
Auditor Name | Pinnacle Accountancy Group of Utah |
Balance Sheets
Balance Sheets - USD ($) | May 31, 2023 | May 31, 2022 |
Current Assets | ||
Cash | $ 930 | $ 13,788 |
Prepaid expenses | 0 | 9,900 |
Total Current Assets | 930 | 23,688 |
Digital currency | 16,903 | 21,465 |
Equipment, net | 123,194 | 12,337 |
TOTAL ASSETS | 141,027 | 57,490 |
Current Liabilities | ||
Accounts payable | 46,239 | 5,763 |
Accrued interest | 107,263 | 58,435 |
Accrued interest - related party | 102,054 | 89,164 |
Accrued management fees - related party | 32,000 | 0 |
Loans payable | 943 | 0 |
Notes payable - related party | 397,935 | 388,687 |
Convertible notes, net of discount | 254,693 | 264,684 |
Derivative liability | 153,849 | 163,615 |
Total Current liabilities | 1,094,976 | 970,348 |
Promissory notes, net of discount | 159,168 | 0 |
Total liabilities | 1,254,144 | 970,348 |
Commitments | 0 | 0 |
Stockholders' Deficit | ||
Common Stock, Par Value $0.001, 6,500,000,000 shares authorized, 3,208,024,616 and 553,024,616 issued and outstanding, respectively | 3,208,024 | 553,024 |
Additional paid-in capital | 581,964 | 3,179,836 |
Accumulated deficit | (5,155,410) | (4,898,026) |
Total stockholders' deficit | (1,113,117) | (912,858) |
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT | 141,027 | 57,490 |
Series B Preferred Stock [Member] | ||
Current Liabilities | ||
Preferred stock value | 15 | 15 |
Series C Preferred Stock [Member] | ||
Current Liabilities | ||
Preferred stock value | 250,000 | 250,000 |
Series D Preferred Stock [Member] | ||
Current Liabilities | ||
Preferred stock value | 600 | 600 |
Series E Preferred Stock [Member] | ||
Current Liabilities | ||
Preferred stock value | 1,499 | 1,499 |
Series A Preferred Stock [Member] | ||
Current Liabilities | ||
Preferred stock value | $ 191 | $ 194 |
Balance Sheets (Parenthetical)
Balance Sheets (Parenthetical) - $ / shares | May 31, 2023 | May 31, 2022 |
Common stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 6,500,000,000 | 6,500,000,000 |
Common stock, shares issued | 3,208,024,616 | 553,024,616 |
Common stock, shares outstanding | 3,208,024,616 | 553,024,616 |
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 |
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 |
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 | 6,000,000 | 6,000,000 |
Preferred stock, shares outstanding | 6,000,000 | 6,000,000 |
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 |
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 | 1,915,153 | 1,940,153 |
Preferred stock, shares outstanding | 1,915,153 | 1,940,153 |
Statements of Operations
Statements of Operations - USD ($) | 12 Months Ended | |
May 31, 2023 | May 31, 2022 | |
Revenue | ||
Digital currency mining | $ 25,168 | $ 70,395 |
Cost of revenue | 55,179 | 197,189 |
Gross loss | (30,011) | (126,794) |
Operating Expenses | ||
General and administrative | 112,283 | 71,480 |
Total operating expenses | 112,283 | 71,480 |
Operating Loss | (142,294) | (198,274) |
Other Income (Expense) | ||
Gain on change in fair value of derivative liability | 9,766 | 373,925 |
Loss on sale of digital currency | (2,717) | (9,793) |
Interest expense | (109,215) | (116,131) |
Gain on settlement of debt | 0 | 76,027 |
Impairment loss on digital currency | (6,191) | (5,478) |
Total other income (expenses) | (108,357) | 318,550 |
Net Income (Loss) | (250,651) | 120,276 |
Dividends | 6,733 | 0 |
Net Income (Loss) attributable to common shareholders | $ (257,384) | $ 120,276 |
Net income (loss) per common share: | ||
Basic | $ 0 | $ 0 |
Diluted | 0 | 0 |
Weighted average number of common shares outstanding: | ||
Basic | $ 1,386,493,109 | $ 544,193,109 |
Diluted | 3,200,880,745 | 653,269,780 |
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, 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) |
Conversion of Series D Preferred Stock, shares | (350,000) | 5,250,000 | |||||||
Conversion of Series D Preferred Stock, amount | 0 | 0 | 0 | 0 | $ (35) | 0 | $ 5,250 | (5,215) | 0 |
Issuance common stock in connection with convertible note, shares | 10,000,000 | ||||||||
Issuance common stock in connection with convertible note, amount | 92,000 | 0 | 0 | 0 | 0 | 0 | $ 10,000 | 82,000 | 0 |
Forgiveness of related party accounts payable | 219,000 | 0 | 0 | 0 | 0 | 0 | 0 | 219,000 | 0 |
Net income | 120,276 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | 0 | 120,276 |
Balance, shares at May. 31, 2022 | 1,940,153 | 150,000 | 250,000 | 6,000,000 | 14,989,500 | 553,024,616 | |||
Balance, amount at May. 31, 2022 | (912,858) | $ 194 | $ 15 | $ 250,000 | $ 600 | $ 1,499 | $ 553,024 | 3,179,836 | (4,898,026) |
Net income | (250,651) | 0 | 0 | 0 | 0 | 0 | 0 | 0 | (250,651) |
Dividend paid | (6,733) | 0 | 0 | 0 | 0 | 0 | $ 0 | 0 | (6,733) |
Issuance of common stock for conversion of convertible note, shares | 1,655,000,000 | ||||||||
Issuance of common stock for conversion of convertible note, amount | 57,125 | $ 0 | 0 | 0 | 0 | 0 | $ 1,655,000 | (1,597,875) | 0 |
Conversion of Series A Preferred Stock, shares | (25,000) | 1,000,000,000 | |||||||
Conversion of Series A Preferred Stock, amount | 0 | $ (3) | $ 0 | $ 0 | $ 0 | $ 0 | $ 1,000,000 | (999,997) | |
Balance, shares at May. 31, 2023 | 1,915,153 | 150,000 | 250,000 | 6,000,000 | 14,989,500 | 3,208,024,616 | |||
Balance, amount at May. 31, 2023 | $ (1,113,117) | $ 191 | $ 15 | $ 250,000 | $ 600 | $ 1,499 | $ 3,208,024 | $ 581,964 | $ (5,155,410) |
Statements of Cash Flow
Statements of Cash Flow - USD ($) | 12 Months Ended | |
May 31, 2023 | May 31, 2022 | |
CASH FLOWS FROM OPERATING ACTIVITIES | ||
Net income (loss) | $ (250,651) | $ 120,276 |
Adjustments to reconcile net income (loss) to net cash used in operating activities: | ||
Gain on change in fair value of derivative liability | (9,766) | (373,925) |
Amortization of discount on convertible note | 47,134 | 79,366 |
Amortization of discount on promissory note | 355 | 0 |
Depreciation of digital currency equipment | 14,143 | 0 |
Impairment loss on digital currency | 6,191 | 5,478 |
Gain on settlement of debts | 0 | (76,027) |
Loss on sale of digital currency | 2,717 | 9,793 |
Changes in operating assets and liabilities: | ||
Prepaid expenses | 9,900 | (9,900) |
Digital currency | (4,346) | (36,736) |
Accounts payable and accrued liabilities | 40,476 | 27,913 |
Operating expenses paid by related party | 7,595 | 0 |
Accrued management fees - related party | 32,000 | 0 |
Accrued interest - related party | 12,890 | 12,883 |
Accrued interest | 48,828 | 23,889 |
Net cash used in operating activities | (42,534) | (216,990) |
CASH FLOWS FROM INVESTING ACTIVITIES | ||
Purchase of digital currency equipment | 0 | (12,337) |
Net cash used in investing activities | 0 | (12,337) |
CASH FLOWS FROM FINANCING ACTIVITIES | ||
Proceeds from convertible notes payable | 0 | 240,500 |
Proceeds from promissory notes payable | 33,813 | 0 |
Proceeds from notes payable - related party | 17,338 | 2,000 |
Repayment of notes payable - related party | (15,685) | 0 |
Proceeds from loans payable | 1,885 | 0 |
Repayment of loans payable | (942) | 0 |
Dividend paid | (6,733) | 0 |
Net cash provided by financing activities | 29,676 | 242,500 |
Net cash increase (decrease) for the period | (12,858) | 13,173 |
Cash at beginning of period | 13,788 | 615 |
Cash at end of period | 930 | 13,788 |
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 | 0 | 25,612 |
Issuance of common stock for conversion of convertible note | 57,125 | 0 |
Issuance of common stock as debt discount on convertible note payable | 0 | 92,000 |
Conversion of Series A preferred stock to common stock | 1,000,000 | 0 |
Conversion of Series D preferred stock to common stock | 0 | 5,250 |
Purchase of digital currency equipment with promissory note | 125,000 | 0 |
Forgiveness of related party accounts payable | $ 0 | $ 219,000 |
Organization and Summary of Sig
Organization and Summary of Significant Accounting Policies | 12 Months Ended |
May 31, 2023 | |
Organization and Summary of Significant Accounting Policies | |
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. The Company is engaged in “ Bitcoin Mining” – i.e., the process by which Bitcoins are created resulting in new blocks being added to the blockchain and new Bitcoins being issued to the miners. The Company has purchased ASIC (application-specific integrated circuit) computers - computers specifically designed for cryptocurrency mining - that are used for Bitcoin Mining. We have placed this Bitcoin Mining equipment with 3rd party datacenters or farms (often referred as a “Co-Location”) that will power and operate our Bitcoin Mining equipment for a fee. We generate revenues through receiving Bitcoin from our Bitcoin Mining equipment. Basis of Presentation The accompanying audited financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America (“US GAAP”) and the rules of the Securities and Exchange Commission (“SEC”). In the opinion of management, all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of financial position and the results of operations for the interim periods presented have been reflected herein. Use of Estimates The preparation of financial statements with US GAAP 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.’s 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 the purposes of the statement of cash flows, the Company considers all short-term marketable securities purchased with an original maturity of three months or less to be cash equivalents. Digital Currencies We currently account for all digital currencies held as a result of these transactions as indefinite-lived intangible assets in accordance with ASC 350, Intangibles—Goodwill and Other We determine the fair value of our digital currencies on a nonrecurring basis in accordance with ASC 820, Fair Value Measurement Impairment losses are recognized within other income (expense) on the statements of operations in the period in which the impairment is identified. The impaired digital currencies are written down to their fair value at the time of impairment and this new cost basis will not be adjusted upward for any subsequent increase in fair value. Gains are not recorded until realized upon sale(s), at which point they are presented net of any impairment losses for the same digital assets held within other income (expense). In determining the gain to be recognized upon sale, we calculate the difference between the sales price and carrying value of the digital assets sold immediately prior to sale. During the years ended May 31, 2023 and 2022, the market value of digital currencies was lower than the Company’s cost basis by $6,191 and $5,478, respectively, which amount is recorded as impairment loss on digital currency. Fair Value of Financial Instruments The Company uses a three-tier fair value hierarchy to classify and disclose all assets and liabilities measured at fair value on a recurring basis, as well as assets and liabilities measured at fair value on a non-recurring basis, in periods subsequent to their initial measurement. The hierarchy requires the Company to use observable inputs when available, and to minimize the use of unobservable inputs, when determining fair value. The three tiers are 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, 2023 and 2022, measured at fair value on a recurring basis: May 31, 2023 Level 1 Level 2 Level 3 Total Assets Digital currency $ 16,903 $ - $ - $ 16,903 Liabilities Derivative liabilities $ - $ - $ 153,849 $ 153,849 May 31, 2022 Level 1 Level 2 Level 3 Total Assets Digital currency $ 21,465 $ - $ - $ 21,465 Liabilities Derivative liabilities $ - $ - $ 163,615 $ 163,615 Earnings per Share The Company computes net income (loss) per share in accordance with ASC 260, “ Earnings per Share For the years ended May 31, 2023 and 2022, the following warrants, convertible notes and convertible preferred stock were potentially dilutive. Year ended May 31, 2023 2022 (Shares) (Shares) Convertible notes payable 1,814,387,636 109,076,671 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 90,000,000 90,000,000 Series E convertible preferred stock 149,895,000 149,895,000 2,220,782,636 515,471,671 For the year ended May 31, 2023, the convertible instruments are anti-dilutive and therefore, have been excluded from earnings (loss) per share. 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, 2022: Net Income (Loss) Shares Per Share (Numerator) (Denominator) Amount Basic EPS $ 120,276 544,193,109 $ 0.00 Effect of dilutive securities: Convertible notes payable (gain on derivative liability) (373,925 ) 109,076,671 (0.00 ) Preferred stock - - - Diluted EPS $ (253,649 ) 653,269,780 $ (0.00 ) Potential dilution from the convertible preferred stock was not included in the calculation of the dilutive earnings per share calculation for the year ended May 31, 2022, as the effect is anti-dilutive. Equipment Bitcoin mining equipment is stated at cost less accumulated depreciation. Depreciation is computed using the straight-line method over the useful life of four years and is included in the cost of revenue. Lease The Company leases Bitcoin equipment (Note 3), for the mining of Bitcoin. In accordance with ASC 842, Leases The equipment lease meets the definition of a short-term lease because the lease term is 12 months or less. Consequently, consistent with the Company’s accounting policy election, the Company does not recognize the right-of-use assets and the lease liability arising from this lease. Revenue Recognition We recognize revenue in accordance with ASC 606, Revenue from Contracts with Customers Our revenues currently consist of cryptocurrency mining revenues, which we began generating in September 2021. The Company earns its cryptocurrency mining revenues by providing transaction verification services within the digital currency networks of cryptocurrencies, for Bitcoin. The Company satisfies its performance obligation at the point in time that the Company is awarded a unit of digital currency through its participation in the applicable network and network participants benefit from the Company’s verification service. In consideration for these services, the Company receives Bitcoin, net of applicable network fees, which are recorded as revenue using the closing U.S. dollar price of Bitcoin on the date of receipt. Expenses associated with running the cryptocurrency mining operations, which are currently utilities, equipment lease and monitoring services are recorded as cost of revenues. During the years ended May 31, 2023 and 2022, the Company generated Bitcoin mining revenue of $25,168 and $70,395, respectively, with cost of revenue of $55,179 and $197,189, respectively. There is currently no specific definitive guidance in GAAP or alternative accounting frameworks for the accounting for the production and mining of digital currencies and management has exercised significant judgment in determining appropriate accounting treatment for the recognition of revenue for mining of digital currencies. Management has examined various factors surrounding the substance of the Company’s operations and the guidance in ASC 606, including identifying the transaction price, when performance obligations are satisfied, and collectability is reasonably assured being the completion and addition of a block to a blockchain and the award of a unit of digital currency to the Company. In the event authoritative guidance is enacted by the FASB, the Company may be required to change its policies which could result in a change in the Company’s financial statements. 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 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. 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, 2023 | |
Going Concern | |
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 revenue 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. |
Prepaid Expenses
Prepaid Expenses | 12 Months Ended |
May 31, 2023 | |
Prepaid Expenses | |
Prepaid Expenses | Note 3 – Prepaid Expenses On September 30, 2021 and October 22, 2021, the Company entered into two agreements to lease Bitcoin equipment for a term of 270 days and 200 days, respectively, for total of $192,600. During the years ended May 31, 2023 and 2022, the Company recognized $9,900 and $169,968 in lease expenses, respectively. As of May 31, 2023 and 2022, prepaid expenses were $0 and $9,900, respectively. |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
May 31, 2023 | |
Related Party Transactions | |
Related Party Transactions | Note 4 – Related Party Transactions Notes Payable – Related Party As at May 31, 2023 and 2022, the total amount owed to an officer was $397,935 and $388,687, respectively. Of the total loan amount, $57,000 is at 10% interest and was to be repaid by June 28, 2017, and is in default. As at May 31, 2023 and 2022, accrued interest of $39,479 and $33,779, respectively, has been recorded with respect to this loan. There is no additional interest charged on the note as a result of the default. Additionally, $71,902 of the loan is at 10% interest and was due on December 31, 2015, and is in default. As at May 31, 2023 and 2022, accrued interest of $62,575 and $55,385, respectively, has been recorded with respect to this loan. There is no additional interest charged on the note as a result of the default. Additionally, $269,033 of the loan includes $175,571 and $181,711 that was reclassified from accounts payable as at May 31, 2023 and 2022, respectively. This amount is free interest, due on demand and unsecured. During the years ended May 31, 2023 and 2022, the Company received advances of $17,338 and $2,000, repaid advances of $15,685 and $0 and paid operating expenses of $7,595 and $0, respectively. Management Fees During the years ended May 31, 2023 and 2022, the Company recognized $36,000 and $0 management fees for the Company’s officer and paid management fees of $4,000 and $0, respectively. As of May 31, 2023 and 2022, the Company owed the Company’s officer for the amount of $32,000 and $0, respectively. Issuance of Common Stock On December 19, 2022, the Company’s Board of Director approved the issuance of 1,000,000,000 shares of common stock to two its officers in exchange for 25,000 shares of Series A Preferred Stock. Accounts Payable and Accruals – Related Party During the year ended May 31, 2022, an accounts payable related party balance of $219,000 owed to a Company controlled by officers of the Company, was forgiven and recorded as an increase to additional paid in capital. |
Convertible Notes
Convertible Notes | 12 Months Ended |
May 31, 2023 | |
Convertible Notes | |
Convertible Notes | Note 5 – Convertible Notes The Company had the following convertible notes payable outstanding as of May 31, 2023 and 2022: May 31, 2023 May 31, 2022 Convertible note payable $ 311,818 $ 36,818 Additions - 275,000 Conversion (57,125 ) - 254,693 311,818 Less: debt discount and deferred financing cost - (47,134 ) 254,693 264,684 Less: current portion of convertible notes payable (254,693 ) (264,684 ) Long-term convertible notes payable $ - $ - On October 13, 2016, the Company received financing from an unrelated party in the amount of $85,500 with $5,000 original issue discount and incurred $8,000 in financing costs. 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. The original issue discount and financing costs were amortized over the original life of the note using the effective interest method. The $85,500 note bears 10% interest and matured on July 13, 2017. The note is currently in default and bears 18% interest rate while in default on the outstanding balance of $36,818 after $48,682 of conversions in prior years. 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 derivative is revalued at each period end with gains or losses included in the statement of operations (see note 6 for details). During the year ended May 31, 2023 and 2022, the Company recognized interest expense of $6,627 and $6,627, respectively. As of May 31, 2023 and 2022, the Company had accrued interest of $47,799 and $41,172, respectively. On October 14, 2021, the Company received financing from an unrelated party in the amount of $275,000 with $25,000 original issue discount and $9,500 in financing costs, for net proceeds to the Company of $240,500. The original issue discount and financing costs are being amortized over the original life of the note using the effective interest method. The $275,000 bears 10% interest and matured on October 14, 2022. The note is currently in default and bears 20% interest rate while in default on the outstanding balance of $217,875 after $57,125 of conversions in current year. The conversion price is $0.002 per share (Fixed Conversion Price) at any time after 180 days from the issue date, if an event of default, the conversion price shall be $0.001 per share. On October 14, 2021, the Company agreed, in connection with the authorization and issuance of convertible note of $275,000, to issue an additional 10,000,000 shares of common stock in accordance with the securities purchase agreement dated October 14, 2021, to the convertible note holder. The Company determined the fair value of 10,000,000 shares of common stock of $92,000 (according to market price on October 14, 2021) and is amortizing this cost over the life of the convertible note. On December 19, 2022, the Company’s Board of Directors approved the modification of the current conversion price from $0.002 to $0.000025 per share. During the year ended May 31, 2023, the Company converted $17,500 principal into 70,000,000 shares of common stock at price of $0.00025 per share and $39,625 principal into 1,585,000,000 shares of common stock at price of $0.000025 per share. During the years ended May 31, 2023 and 2022, the Company recognized interest expenses of $40,772 and $17,253, and $47,134 and $79,366 amortization of debt discount, respectively. As of May 31, 2023 and 2022, the Company had accrued interest of $58,025 and $17,253 and unamortized debt discount of $0 and $47,134, respectively. |
Derivative Liability
Derivative Liability | 12 Months Ended |
May 31, 2023 | |
Derivative Liability | |
Derivative Liability | Note 6 – Derivative Liability The Company analyzed the variable discounted conversion options on its convertible note dated October 13, 2016, of $36,818 (Note 5) for derivative accounting consideration under ASC 815, Derivatives and Hedging The following table summarizes the derivative liabilities included in the balance sheets at May 31, 2023 and 2022: Balance - May 31, 2021 $ 537,540 Gain on change in fair value of the derivative (373,925 ) Balance - May 31, 2022 $ 163,615 Gain on change in fair value of the derivative (9,766 ) Balance - May 31, 2023 $ 153,849 The Company also recorded a gain on change in fair value of the derivative of $9,766 and $373,925 during the years ended May 31, 2023 and 2022, respectively. As of May 31, 2023, the note was in default. 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, for the year ended May 31, 2022: May 31, May 31, 2023 2022 Expected term - 0.37 - 1.00 years Expected average volatility - 131% - 293% Expected dividend yield - - Risk-free interest rate - 0.00 % Warrants On July 8, 2022, the Company issued warrants in connection with a License Agreement (Note 11). The warrants were valued using the Black-Scholes pricing model. The Black-Scholes model requires six basic data inputs: the exercise or strike price, time to expiration, the risk-free interest rate, the current stock price, the estimated volatility of the stock price in the future, and the dividend rate. Changes to these inputs could produce a significantly higher or lower fair value measurement. The estimated fair values of the warrants were measured on the July 8, 2022 (license agreement execution date) using the following inputs: Stock price $ 0.0014 Exercise price $ 0.00025 Expected term 20 years Expected average volatility 279 % Expected dividend yield 0 Risk-free interest rate 3.31 % On January 2, 2023, the Company entered into a termination agreement with the warrant holder and both parties mutually terminated and cancelled the License Agreement date July 8, 2022, and released each other from any and all claims, causes of action, demands and liabilities and obligations. As a result, the warrants were cancelled on the termination date. A summary of activity during the year ended May 31, 2023 is as follows: Warrants Outstanding Weighted Average Remaining Number of warrants Weighted Average Exercise Price Contractual life (in years) Outstanding, May 31, 2022 - $ - - Granted 27,000,000 0.00025 20.00 Exercised - - - Forfeited/cancelled (27,000,000 ) - - Outstanding, May 31, 2023 - $ - - Exercisable, May 31 2023 - $ - - |
Promissory Notes
Promissory Notes | 12 Months Ended |
May 31, 2023 | |
Promissory Notes | |
Promissory Notes | Note 7 – Promissory Notes The components of promissory notes payable as of May 31, 2023 were as follows: Issuance date Principal Amount Maturity date Interest rate May31,2023 January 17, 2023 $ 5,000 January 17, 2025 2% $ 5,000 January 23, 2023 5,500 January 23, 2025 2% 5,500 January 23, 2023 125,000 January 23, 2025 2% 125,000 February 14, 2023 10,000 January 23, 2025 2% 10,000 April 7, 2023 18,125 April 7, 2025 10% 18,125 Total notes payable 163,625 Less: debt discount and deferred financing cost (4,457 ) Total notes payable 159,168 Current portion - Long-term portion $ 159,168 During the year ended May 31, 2023, the Company entered into four promissory notes agreements with lenders for $20,500 cash received and settlement of $125,000 due related to purchase of digital equipment. According to the terms and conditions of the agreement, in the event of default the interest rate shall increase to 5% and lenders have the right a to convert the unpaid principal and interest into common stock at a conversion rate of $0.000025 per share. On April 7, 2023, the Company entered into a promissory note agreement with an investor for principal amount of $250,000, with net cash of $225,000 to be paid in one or more tranches. According to the terms and conditions of the agreement, in the event of default the interest rate shall increase to 24% and lenders have the right a to convert the unpaid principal and interest into common stock at a conversion rate of $0.000025 per share. During the year ended May 31, 2023, the Company received the amount of $18,125 with $1,812 original issue discount and $3,000 in financing costs for net proceeds to the Company of $13,313. The original issue discount and financing costs are being amortized over the original life of the note using the effective interest method. During the year ended May 31, 2023, the Company recognized interest expense of $1,439 and amortization of debt discount of $355. As of May 21, 2023, the outstanding balances of promissory notes, accrued interest and debt discount were $163,625, $1,439 and $4,457, respectively. |
Loans Payable
Loans Payable | 12 Months Ended |
May 31, 2023 | |
Loans Payable | |
Loans Payable | Note 8 – Loans Payable During the year ended May 31, 2023, the Company obtained an $1,885 loan, due on demand, free interest and unsecured, and repaid $942. As of May 31, 2023, the outstanding balance of the loan was $943. |
Equity
Equity | 12 Months Ended |
May 31, 2023 | |
Equity | |
Equity | Note 9 – Equity 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 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. The Series A Preferred Stock initially had voting rights equal to 1,000 votes for each 1 share of common stock owned. On December 18, 2022, the Company’s Board of Directors approved an increase to the Series A voting rights equal to 20,000 votes for each 1 share of common stock owned and resolved that each Series A Preferred Stock cannot convert into Common Stock unless it is approved by the Board of Directors. There were no issuances of the Series A Preferred Stock during the years ended May 31, 2023 and 2022. On December 19, 2022, the Company’s Board of Director approved the issuance of 1,000,000,000 shares of common stock to two its officers in exchange for 25,000 shares of Series A Preferred Stock. As of May 31, 2023 and 2022, 1,915,153 and 1,940,153 shares of series A Preferred Stock were issued and outstanding, respectively. 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, 2023 and 2022. As of May 31, 2023 and 2022, 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, 2023 and 2022. As of May 31, 2023 and 2022, 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 Convertible Preferred Stock at a par value of $0.0001. The Series D Convertible Preferred Stock is convertible at a rate of 1 share of Series D Convertible Preferred Stock for 15 shares of common stock. During the year ended May 31, 2022, 350,000 shares of Series D Preferred Stock were converted into 5,250,000 shares of common stock at a rate of 1 share of Series D Preferred Stock for 15 shares of common stock. There were no issuances of the Series D Convertible Preferred Stock during the years ended May 31, 2023 and 2022. As of May 31, 2023 and 2022, 6,000,000 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. There were no issuances of the Series E Preferred Stock during the years ended May 31, 2023 and 2022. As of May 31, 2023 and 2022, 14,989,500 shares of Series E Preferred Stock were issued and outstanding, respectively. Common stock The Company is authorized to issue 6,500,000,000 shares of common stock at a par value of $0.001. During the year ended May 31, 2022, in connection with issuance of $275,000 convertible note (Note 5), the Company issued 10,000,000 shares of common stock valued at $92,000. During the year ended May 31,2022, the Company issued 5,250,000 shares on conversion of 350,000 shares of Series D Preferred Stock. On December 19, 2022, the Company’s Board of Director approved the issuance of 1,000,000,000 shares of common stock to two its officers in exchange for 25,000 shares of Series A Preferred Stock. During the year ended May 31, 2023, the Company issued 1,655,000,000 shares on conversion of $57,125 of principal of a convertible note. As of May 31, 2023 and 2022, 3,208,024,616 and 553,024,616 shares of common stock were issued and outstanding, respectively. Dividend On March 7, 2023, the Company’s Board of Directors approved a quarterly dividend payment of $6,733 to its shareholders equal to $0.0000025 from the Company’s Bitcoin mining. |
Digital Currency
Digital Currency | 12 Months Ended |
May 31, 2023 | |
Digital Currency | |
Digital Currency | Note 10 – Digital Currency During the year ended May 31, 2023, the Company mined Bitcoin with a total aggregate value of $25,168. The Company has accounted for these coins as indefinite life intangible assets. The Company recorded the mining of the coins as revenue from digital currency mining, along with cost of sales (electricity and other hosting fees) remitted to the co-location host in Bitcoin, and equipment lease costs. During the years ended May 31, 2023 and 2022, the Company recognized $2,717 and $9,793 losses, respectively, on sales of digital currency. The Company’s digital currency consists of the following at May 31, 2023 and 2022: Year Ended Year Ended May 31, May 31, Bitcoin Held 2023 2022 Opening balance $ 21,465 $ - Additions earned 25,168 70,395 Sales (13,261 ) (10,042 ) Remittance as cost of sales (10,278 ) (33,410 ) Impairment (6,191 ) (5,478 ) Ending balance $ 16,903 $ 21,465 |
Commitments
Commitments | 12 Months Ended |
May 31, 2023 | |
Commitments | |
Commitments | Note 11 – Commitments On July 8, 2022, the Company entered into an Exclusive Intellectual Property License Agreement (“License Agreement”) with Kenny B, LLC. (“Licensor”) for a period of 20 years and that may be extended for an additional 20 years at the mutual consent of both parties. The Licensor is the exclusive owner of all the rights, title and interest in and to (i) the trademark of Sh’mallow (Serial Number 5302806), (ii) all rights in and to the name of Sh’mallow, and (iii) designs of Sh’mallow marshmallow topping product, and (iv) all common law and statuary rights in the foregoing (collectively, the “Property”). The Company obtained an exclusive license to use such Intellectual Property. In conjunction with the License Agreement, the Company granted warrants to Licensor to acquire 27,000,000 shares of common stock of the Company at a price of $0.00025 per share for total value of $37,800 to be amortized over the life of the agreement on a straight-line basis, recorded as an intangible asset with the offset to additional paid in capital (Note 6). The Licensor had a right to exercise the warrants six months after the August 15, 2022, effective date of the License Agreement. During the year ended May 31, 2023, the Company amortized $553 of license. On January 2, 2023, the Company entered into a termination agreement with Licensor and both parties mutually terminated and cancelled the License Agreement date July 8, 2022 and released each other from any and all claims, causes of action, demands and liabilities and obligations effective December 30,2022. Pursuant to the termination agreement, the Company reversed and cancelled warrants of 27,000,000 shares of common stock, licenses of $37,800, royalty payable of $17,500 and $553 amortization of License. |
Taxes
Taxes | 12 Months Ended |
May 31, 2023 | |
Taxes | |
Taxes | Note 12 – 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, 2023 and 2022 as applicable under 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, 2023. 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: May 31, 2023 May 31, 2022 Net operating loss carry forward $ (206,737 ) $ (248,171 ) Effective tax rate 21 % 21 % Tax benefit of net operating loss carryforward 43,415 52,116 Increase in valuation allowance (43,415 ) (52,116 ) Deferred income tax assets $ - $ - A reconciliation of income taxes computed at the statutory rate is as follows: May 31, 2023 May 31, 2022 Total deferred tax assets at statutory tax rate $ 322,467 $ 279,052 Valuation allowance (322,467 ) (279,052 ) Net deferred tax asset $ - $ - |
Gain on Settlement of Debts
Gain on Settlement of Debts | 12 Months Ended |
May 31, 2023 | |
Gain on Settlement of Debts | |
Gain on Settlement of Debts | Note 13 – Gain on Settlement of Debts During the year ended May 31, 2022, pursuant to California Law, which legal action to recover an open book account must be taken within four years of the date the debt occurred (Code Civ. Proc., §337), the Company recognized gain on settlement of debts to four vendors in amount of $76,027. |
Subsequent Events
Subsequent Events | 12 Months Ended |
May 31, 2023 | |
Subsequent Events | |
Subsequent Events | Note 14 – Subsequent Events Management has evaluated subsequent events through the date these financial statements were issued. Based on our evaluation no material events have occurred that require disclosure, except as follows: In June 2023, the Company issued common stock pursuant to a notice of conversion related to certain convertible debt dated October 15, 2021, converting $12,500 for 500,000,000 common shares. On August 4, 2023, 500,000,000 shares of common stock owned by one director was cancelled. In July 2023, the Company’s officers and directors agreed to cancel one billion shares of their own issued and outstanding common stock reducing the number of common shares outstanding. On August 4, 2023, 500,000,000 shares of common stock owned by one director was cancelled. On July 11, 2023, the Company’s Board of Directors approved a quarterly dividend payment to its shareholders equal to $0.000002 from the Company’s Bitcoin mining. The record date is August 31, 2023, with an expected payment date of September 30, 2023. The dividend payment is subject to the Company’s corporation action being processed by FINRA. |
Organization and Summary of S_2
Organization and Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
May 31, 2023 | |
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. The Company is engaged in “ Bitcoin Mining” – i.e., the process by which Bitcoins are created resulting in new blocks being added to the blockchain and new Bitcoins being issued to the miners. The Company has purchased ASIC (application-specific integrated circuit) computers - computers specifically designed for cryptocurrency mining - that are used for Bitcoin Mining. We have placed this Bitcoin Mining equipment with 3rd party datacenters or farms (often referred as a “Co-Location”) that will power and operate our Bitcoin Mining equipment for a fee. We generate revenues through receiving Bitcoin from our Bitcoin Mining equipment. |
Basis of Presentation | The accompanying audited financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America (“US GAAP”) and the rules of the Securities and Exchange Commission (“SEC”). In the opinion of management, all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of financial position and the results of operations for the interim periods presented have been reflected herein. |
Use of Estimates | The preparation of financial statements with US GAAP 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.’s 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 the purposes of the statement of cash flows, the Company considers all short-term marketable securities purchased with an original maturity of three months or less to be cash equivalents. |
Digital Currencies | We currently account for all digital currencies held as a result of these transactions as indefinite-lived intangible assets in accordance with ASC 350, Intangibles—Goodwill and Other We determine the fair value of our digital currencies on a nonrecurring basis in accordance with ASC 820, Fair Value Measurement Impairment losses are recognized within other income (expense) on the statements of operations in the period in which the impairment is identified. The impaired digital currencies are written down to their fair value at the time of impairment and this new cost basis will not be adjusted upward for any subsequent increase in fair value. Gains are not recorded until realized upon sale(s), at which point they are presented net of any impairment losses for the same digital assets held within other income (expense). In determining the gain to be recognized upon sale, we calculate the difference between the sales price and carrying value of the digital assets sold immediately prior to sale. During the years ended May 31, 2023 and 2022, the market value of digital currencies was lower than the Company’s cost basis by $6,191 and $5,478, respectively, which amount is recorded as impairment loss on digital currency. |
Fair Value of Financial Instruments | The Company uses a three-tier fair value hierarchy to classify and disclose all assets and liabilities measured at fair value on a recurring basis, as well as assets and liabilities measured at fair value on a non-recurring basis, in periods subsequent to their initial measurement. The hierarchy requires the Company to use observable inputs when available, and to minimize the use of unobservable inputs, when determining fair value. The three tiers are 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, 2023 and 2022, measured at fair value on a recurring basis: May 31, 2023 Level 1 Level 2 Level 3 Total Assets Digital currency $ 16,903 $ - $ - $ 16,903 Liabilities Derivative liabilities $ - $ - $ 153,849 $ 153,849 May 31, 2022 Level 1 Level 2 Level 3 Total Assets Digital currency $ 21,465 $ - $ - $ 21,465 Liabilities Derivative liabilities $ - $ - $ 163,615 $ 163,615 |
Earnings per share | The Company computes net income (loss) per share in accordance with ASC 260, “ Earnings per Share For the years ended May 31, 2023 and 2022, the following warrants, convertible notes and convertible preferred stock were potentially dilutive. Year ended May 31, 2023 2022 (Shares) (Shares) Convertible notes payable 1,814,387,636 109,076,671 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 90,000,000 90,000,000 Series E convertible preferred stock 149,895,000 149,895,000 2,220,782,636 515,471,671 For the year ended May 31, 2023, the convertible instruments are anti-dilutive and therefore, have been excluded from earnings (loss) per share. 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, 2022: Net Income (Loss) Shares Per Share (Numerator) (Denominator) Amount Basic EPS $ 120,276 544,193,109 $ 0.00 Effect of dilutive securities: Convertible notes payable (gain on derivative liability) (373,925 ) 109,076,671 (0.00 ) Preferred stock - - - Diluted EPS $ (253,649 ) 653,269,780 $ (0.00 ) Potential dilution from the convertible preferred stock was not included in the calculation of the dilutive earnings per share calculation for the year ended May 31, 2022, as the effect is anti-dilutive. |
Equipment | Bitcoin mining equipment is stated at cost less accumulated depreciation. Depreciation is computed using the straight-line method over the useful life of four years and is included in the cost of revenue. |
Lease | The Company leases Bitcoin equipment (Note 3), for the mining of Bitcoin. In accordance with ASC 842, Leases The equipment lease meets the definition of a short-term lease because the lease term is 12 months or less. Consequently, consistent with the Company’s accounting policy election, the Company does not recognize the right-of-use assets and the lease liability arising from this lease. |
Revenue Recognition | We recognize revenue in accordance with ASC 606, Revenue from Contracts with Customers Our revenues currently consist of cryptocurrency mining revenues, which we began generating in September 2021. The Company earns its cryptocurrency mining revenues by providing transaction verification services within the digital currency networks of cryptocurrencies, for Bitcoin. The Company satisfies its performance obligation at the point in time that the Company is awarded a unit of digital currency through its participation in the applicable network and network participants benefit from the Company’s verification service. In consideration for these services, the Company receives Bitcoin, net of applicable network fees, which are recorded as revenue using the closing U.S. dollar price of Bitcoin on the date of receipt. Expenses associated with running the cryptocurrency mining operations, which are currently utilities, equipment lease and monitoring services are recorded as cost of revenues. During the years ended May 31, 2023 and 2022, the Company generated Bitcoin mining revenue of $25,168 and $70,395, respectively, with cost of revenue of $55,179 and $197,189, respectively. There is currently no specific definitive guidance in GAAP or alternative accounting frameworks for the accounting for the production and mining of digital currencies and management has exercised significant judgment in determining appropriate accounting treatment for the recognition of revenue for mining of digital currencies. Management has examined various factors surrounding the substance of the Company’s operations and the guidance in ASC 606, including identifying the transaction price, when performance obligations are satisfied, and collectability is reasonably assured being the completion and addition of a block to a blockchain and the award of a unit of digital currency to the Company. In the event authoritative guidance is enacted by the FASB, the Company may be required to change its policies which could result in a change in the Company’s financial statements. |
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 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. |
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, 2023 | |
Organization and Summary of Significant Accounting Policies | |
Schedule of fair value measurements by level on recurring basis | May 31, 2023 Level 1 Level 2 Level 3 Total Assets Digital currency $ 16,903 $ - $ - $ 16,903 Liabilities Derivative liabilities $ - $ - $ 153,849 $ 153,849 |
Summary of warrants, convertible notes and convertible preferred stock were excluded from the computation of diluted net loss per shares | Year ended May 31, 2023 2022 (Shares) (Shares) Convertible notes payable 1,814,387,636 109,076,671 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 90,000,000 90,000,000 Series E convertible preferred stock 149,895,000 149,895,000 2,220,782,636 515,471,671 |
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 $ 120,276 544,193,109 $ 0.00 Effect of dilutive securities: Convertible notes payable (gain on derivative liability) (373,925 ) 109,076,671 (0.00 ) Preferred stock - - - Diluted EPS $ (253,649 ) 653,269,780 $ (0.00 ) |
Convertible Notes (Tables)
Convertible Notes (Tables) | 12 Months Ended |
May 31, 2023 | |
Convertible Notes | |
Schedule of convertible notes payable | May 31, 2023 May 31, 2022 Convertible note payable $ 311,818 $ 36,818 Additions - 275,000 Conversion (57,125 ) - 254,693 311,818 Less: debt discount and deferred financing cost - (47,134 ) 254,693 264,684 Less: current portion of convertible notes payable (254,693 ) (264,684 ) Long-term convertible notes payable $ - $ - |
Derivative Liability (Tables)
Derivative Liability (Tables) | 12 Months Ended |
May 31, 2023 | |
Derivative Liability | |
Schedule of derivative liabilities included in balance sheet | Balance - May 31, 2021 $ 537,540 Gain on change in fair value of the derivative (373,925 ) Balance - May 31, 2022 $ 163,615 Gain on change in fair value of the derivative (9,766 ) Balance - May 31, 2023 $ 153,849 |
Schedule of value of option liability at each measurement date | May 31, May 31, 2023 2022 Expected term - 0.37 - 1.00 years Expected average volatility - 131% - 293% Expected dividend yield - - Risk-free interest rate - 0.00 % |
Schedule of estimated fair value of the warrant | Stock price $ 0.0014 Exercise price $ 0.00025 Expected term 20 years Expected average volatility 279 % Expected dividend yield 0 Risk-free interest rate 3.31 % |
Summary of warrant activity | Warrants Outstanding Weighted Average Remaining Number of warrants Weighted Average Exercise Price Contractual life (in years) Outstanding, May 31, 2022 - $ - - Granted 27,000,000 0.00025 20.00 Exercised - - - Forfeited/cancelled (27,000,000 ) - - Outstanding, May 31, 2023 - $ - - Exercisable, May 31 2023 - $ - - |
Promissory Notes (Tables)
Promissory Notes (Tables) | 12 Months Ended |
May 31, 2023 | |
Promissory Notes | |
Schedule of promissory notes | Issuance date Principal Amount Maturity date Interest rate May31,2023 January 17, 2023 $ 5,000 January 17, 2025 2% $ 5,000 January 23, 2023 5,500 January 23, 2025 2% 5,500 January 23, 2023 125,000 January 23, 2025 2% 125,000 February 14, 2023 10,000 January 23, 2025 2% 10,000 April 7, 2023 18,125 April 7, 2025 10% 18,125 Total notes payable 163,625 Less: debt discount and deferred financing cost (4,457 ) Total notes payable 159,168 Current portion - Long-term portion $ 159,168 |
Digital Currency (Tables)
Digital Currency (Tables) | 12 Months Ended |
May 31, 2023 | |
Digital Currency | |
Digital Currency | Year Ended Year Ended May 31, May 31, Bitcoin Held 2023 2022 Opening balance $ 21,465 $ - Additions earned 25,168 70,395 Sales (13,261 ) (10,042 ) Remittance as cost of sales (10,278 ) (33,410 ) Impairment (6,191 ) (5,478 ) Ending balance $ 16,903 $ 21,465 |
Taxes (Tables)
Taxes (Tables) | 12 Months Ended |
May 31, 2023 | |
Taxes | |
Schdule of statutory federal income tax rate to income before provision for income taxes | Income tax provision at the federal statutory rate 21 % Effect on operating losses (21 )% |
Schedule of net deferred tax assets | May 31, 2023 May 31, 2022 Net operating loss carry forward $ (206,737 ) $ (248,171 ) Effective tax rate 21 % 21 % Tax benefit of net operating loss carryforward 43,415 52,116 Increase in valuation allowance (43,415 ) (52,116 ) Deferred income tax assets $ - $ - |
Schedule of reconcilation of income taxes computed at the statutory rate | May 31, 2023 May 31, 2022 Total deferred tax assets at statutory tax rate $ 322,467 $ 279,052 Valuation allowance (322,467 ) (279,052 ) Net deferred tax asset $ - $ - |
Organization and Summary of S_4
Organization and Summary of Significant Accounting Policies (Details) - USD ($) | May 31, 2023 | May 31, 2022 |
Derivative liability | $ 153,849 | $ 163,615 |
Digital currency | 16,903 | 21,465 |
Fair Value, Measurements, Recurring [Member] | Fair Value, Inputs, Level 1 [Member] | ||
Derivative liability | 0 | 0 |
Digital currency | 16,903 | 21,465 |
Fair Value, Inputs, Level 2 [Member] | Fair Value, Measurements, Recurring [Member] | ||
Derivative liability | 0 | 0 |
Digital currency | 0 | 0 |
Fair Value, Inputs, Level 3 [Member] | Fair Value, Measurements, Recurring [Member] | ||
Derivative liability | 153,849 | 163,615 |
Digital currency | $ 0 | $ 0 |
Organization and Summary of S_5
Organization and Summary of Significant Accounting Policies (Details 1) - shares | 12 Months Ended | |
May 31, 2023 | May 31, 2022 | |
Weighted average basic shares outstanding, Anti diluted | 2,220,782,636 | 515,471,671 |
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 | 90,000,000 | 90,000,000 |
Series E Preferred Stock [Member] | ||
Weighted average basic shares outstanding, Anti diluted | 149,895,000 | 149,895,000 |
Convertible Notes Payable [Member] | ||
Weighted average basic shares outstanding, Anti diluted | 1,814,387,636 | 109,076,671 |
Organization and Summary of S_6
Organization and Summary of Significant Accounting Policies (Details 2) - USD ($) | 12 Months Ended | |
May 31, 2023 | May 31, 2022 | |
Organization and Summary of Significant Accounting Policies | ||
Shares of Basic EPS | 544,193,109 | |
Net Income (Loss) of Basic EPS | $ 120,276 | |
Net Income (Loss) of Convertible notes payable | $ (373,925) | |
Shares of Convertible notes payable | 109,076,671 | |
Net Income (Loss) of Diluted EPS | $ (253,649) | |
Shares of Diluted EPS | 653,269,780 | |
Per Share of Basic EPS | $ 0 | $ 0 |
Convertible notes payable per share | 0 | |
Diluted | $ 0 |
Organization and Summary of S_7
Organization and Summary of Significant Accounting Policies (Details Narrative) - USD ($) | 12 Months Ended | |
May 31, 2023 | May 31, 2022 | |
Organization and Summary of Significant Accounting Policies | ||
Impairment loss on digital currency | $ 6,191 | $ 5,478 |
Revenue | 25,168 | 70,395 |
Cost of revenue | $ 55,179 | $ 197,189 |
Prepaid Expenses (Details Narra
Prepaid Expenses (Details Narrative) - USD ($) | 1 Months Ended | 12 Months Ended | ||
Oct. 22, 2021 | Sep. 30, 2021 | May 31, 2023 | May 31, 2022 | |
Prepaid Expenses | ||||
Lease Bitcoin equipment for a term | 200 days | 270 days | ||
Lease expenses | $ 9,900 | $ 169,968 | ||
Total | 192,600 | |||
Prepaid expenses | $ 0 | $ 9,900 |
Related Party Transactions (Det
Related Party Transactions (Details Narrative) - USD ($) | 1 Months Ended | 12 Months Ended | |
Dec. 19, 2022 | May 31, 2023 | May 31, 2022 | |
Issuance of common stock descrption | Company’s Board of Director approved the issuance of 1,000,000,000 shares of common stock to two its officers in exchange for 25,000 shares of Series A Preferred Stock | ||
Accrued interest | $ 39,479 | $ 33,779 | |
Amount owed to related Party | 397,935 | 388,687 | |
Amount owed to related Party | 397,935 | 388,687 | |
Accrued interest | 58,025 | 17,253 | |
Operating expenses | 112,283 | 71,480 | |
Accounts payable and accrued liabilities | 40,476 | 27,913 | |
Notes Payable Related Party [Member] | |||
Amount owed to related Party | 175,571 | 181,711 | |
Accounts payable and accrued liabilities | 269,033 | ||
Officer [Member] | |||
Recognized management fee | 36,000 | 0 | |
Management fee expense | 4,000 | 0 | |
Company owned to the company officer | 32,000 | 0 | |
Interest Rate Ten Percent [Member] | Officer [Member] | |||
Amount owed to related Party | $ 57,000 | ||
Repayment of loan maturity date | June 28, 2017 | ||
Interest rate on loan | 10% | ||
Interest Rate Ten Percent One [Member] | Officer [Member] | |||
Amount owed to related Party | $ 71,902 | ||
Accrued interest | $ 62,575 | 55,385 | |
Repayment of loan maturity date | December 31, 2015 | ||
Interest rate on loan | 10% | ||
Interest Rate Zero Percent [Member] | Officer [Member] | |||
Cash received | $ 17,338 | 2,000 | |
Operating expenses | 7,595 | 0 | |
repaid advances | $ 15,685 | $ 0 |
Convertible Notes (Details)
Convertible Notes (Details) - USD ($) | May 31, 2023 | May 31, 2022 |
Convertible Notes | ||
Convertible note payable | $ 311,818 | $ 36,818 |
Additions | 0 | 275,000 |
Conversion | (57,125) | 0 |
Total convertible notes payable | 254,693 | 311,818 |
Less: debt discount and deferred financing cost | 0 | (47,134) |
Total | 254,693 | 264,684 |
Less: current portion of convertible notes payable | (254,693) | (264,684) |
Long-term convertible notes payable | $ 0 | $ 0 |
Convertible Notes (Details Narr
Convertible Notes (Details Narrative) | 12 Months Ended | ||||
Oct. 14, 2021 USD ($) integer $ / shares shares | Oct. 13, 2016 USD ($) integer | May 31, 2023 USD ($) $ / shares shares | May 31, 2022 USD ($) shares | Dec. 19, 2022 $ / shares | |
Amortization of debt discount | $ 47,134 | $ 79,366 | |||
Unamortization of debt discount | 0 | 47,134 | |||
Accrued interest | 58,025 | 17,253 | |||
Interest expense | 40,772 | 17,253 | |||
Proceeds from notes payable | $ 33,813 | $ 0 | |||
Common stock, shares issued | shares | 3,208,024,616 | 553,024,616 | |||
Convertibles Debt [Member] | JSJ Investments [Member] | |||||
Convertible notes payable outstanding | $ 36,818 | ||||
Interest rate | 10% | 18% | |||
Interest expense | $ 6,627 | $ 6,627 | |||
Amount of financing received | $ 85,500 | ||||
Financing costs | 8,000 | ||||
Cash discount | $ 5,000 | ||||
Number of trading days | integer | 20 | ||||
Conversion price, percentage | 45% | ||||
Interest expense related to amortization of deferred financing cost | $ 85,500 | ||||
Percentage of outstanding principal and accrued unpaid interest | 125% | ||||
Percentage of outstanding principal and accrued unpaid interest after 90 days | 150% | ||||
Notes converted in prior years | 48,682 | ||||
October 13 2016 [Member] | |||||
Accrued interest | 47,799 | $ 41,172 | |||
October 14 2021 [Member] | Convertibles Debt [Member] | |||||
Interest rate | 10% | ||||
Amount of financing received | $ 275,000 | 275,000 | |||
Financing costs | 9,500 | ||||
Cash discount | $ 25,000 | ||||
Number of trading days | integer | 180 | ||||
Proceeds from notes payable | $ 240,500 | ||||
Maturity date | Oct. 14, 2022 | ||||
Probable conversion price in case of default | $ / shares | $ 0.001 | ||||
Conversion Price | $ / shares | $ 0.002 | ||||
Common stock, shares issued | shares | 10,000,000 | ||||
Fair value of shares of common stock, description | The Company determined the fair value of 10,000,000 shares of common stock of $92,000 (according to market price on October 14, 2021) and is amortizing this cost over the life of the convertible note. | ||||
Interest expense related to amortization of deferred financing cost | $ 275,000 | ||||
Maximum [Member] | |||||
Stock at price, per share | $ / shares | $ 0.002 | ||||
Minimum [Member] | |||||
Stock at price, per share | $ / shares | $ 0.000025 | ||||
Common Stock One [Member] | |||||
Principal amount | $ 17,500 | ||||
Stock at price, per share | $ / shares | $ 0.00025 | ||||
Common Stock Two [Member] | |||||
Principal amount converted into shares of common stock | shares | 1,585,000,000 | ||||
Common stock converted shares | shares | 70,000,000 | ||||
Price per share | $ / shares | $ 0.000025 | ||||
Principal amount | $ 39,625 |
Derivative Liability (Details)
Derivative Liability (Details) - USD ($) | 12 Months Ended | |
May 31, 2023 | May 31, 2022 | |
Derivative Liability | ||
Derivative liabilities, Beginning balance | $ 163,615 | $ 537,540 |
Gain on change in fair value of the derivative | (9,766) | (373,925) |
Derivative liabilities, Ending balance | $ 153,849 | $ 163,615 |
Derivative Liability (Details 1
Derivative Liability (Details 1) | 12 Months Ended | |
May 31, 2023 | May 31, 2022 | |
Risk-free interest rate | 0% | 0% |
Minimum Range [Member] | ||
Expected average volatility | 131% | |
Expected term | 8 hours | |
Maximum Range [Member] | ||
Expected average volatility | 293% | |
Expected term | 1 day |
Derivative Liability (Details 2
Derivative Liability (Details 2) - $ / shares | 12 Months Ended | ||
Jul. 08, 2022 | May 31, 2023 | May 31, 2022 | |
Risk-free interest rate | 0% | 0% | |
Warrants | |||
Stock price | $ 0.0014 | ||
Exercise price | $ 0.00025 | ||
Expected term | 20 days | ||
Expected average volatility | 279% | ||
Expected dividend yield | 0% | ||
Risk-free interest rate | 3.31% |
Derivative Liability (Details 3
Derivative Liability (Details 3) | 12 Months Ended |
May 31, 2023 USD ($) $ / shares | |
Derivative Liability | |
Number of warrants, Exercised | $ 0 |
Number of warrants, Forfeited/cancelled | (27,000,000) |
Number of warrants, Outstanding | 0 |
Number of warrants, Exercisable | $ 0 |
Weighted average exercise price, Outstanding | $ / shares | $ 0 |
Weighted average exercise price, Granted | $ / shares | $ 0.00025 |
Weighted average exercise price, Exercised | $ 0 |
Weighted average exercise price, Forfeited/cancelled | $ / shares | $ 0 |
Weighted average exercise price, Outstanding | $ / shares | 0 |
Weighted average exercise price, Exercisable | $ / shares | $ 0 |
Weighted Average Remaining contractual life, Granted | 20 days |
Number of warrants, Granted | $ 27,000,000 |
Derivative Liability (Details N
Derivative Liability (Details Narrative) - USD ($) | 12 Months Ended | ||
May 31, 2023 | May 31, 2022 | Oct. 13, 2016 | |
Derivative Liability | |||
Discounted convertible note | $ 36,818 | ||
Gain on change in fair value of the derivative | $ 9,766 | $ 373,925 |
Promissory Notes (Details)
Promissory Notes (Details) - USD ($) | 12 Months Ended | |
May 31, 2023 | May 31, 2022 | |
Total notes payable | $ 163,625 | |
Less: debt discount and deferred financing cost | (4,457) | |
Total notes payable | 159,168 | $ 0 |
Current portion | 0 | |
Long-term portion | $ 159,168 | |
Promissory Notes Payable One | ||
Issuance date | Jan. 23, 2023 | |
Maturity date | Jan. 23, 2025 | |
Interest rate | 2% | |
Total notes payable | $ 5,500 | |
Principal amount | $ 5,500 | |
Promissory Notes Payable Two | ||
Issuance date | Jan. 23, 2023 | |
Maturity date | Jan. 23, 2025 | |
Interest rate | 2% | |
Total notes payable | $ 125,000 | |
Principal amount | $ 125,000 | |
Promissory Notes Payable Three | ||
Issuance date | Feb. 14, 2023 | |
Maturity date | Jan. 23, 2025 | |
Interest rate | 2% | |
Total notes payable | $ 10,000 | |
Principal amount | $ 10,000 | |
Promissory Notes Payable Four | ||
Interest rate | 10% | |
Total notes payable | $ 18,125 | |
Principal amount | $ 18,125 | |
Promissory notes payable | ||
Issuance date | Jan. 17, 2023 | |
Maturity date | Jan. 17, 2025 | |
Interest rate | 2% | |
Total notes payable | $ 5,000 | |
Principal amount | $ 5,000 |
Promissory Notes (Details Narra
Promissory Notes (Details Narrative) - USD ($) | 12 Months Ended | ||
Apr. 07, 2023 | May 31, 2023 | May 31, 2022 | |
Interest expenses | $ 1,439 | ||
Amortization of debt discount | 355 | $ 0 | |
Promissory note outstanding balance | 163,625 | ||
Accrued interest | 1,439 | ||
Debt discount | 4,457 | ||
Cash received | 18,125 | ||
financing costs for net proceeds | 13,313 | ||
Due amount paid related with purchase of digital equipment | 1,812 | ||
Original issue discount | 3,000 | ||
Promissory Notes Agreement [Member] | |||
Cash received | $ 225,000 | 20,500 | |
Due amount paid related with purchase of digital equipment | $ 250,000 | $ 125,000 | |
Interest rate increse | 24% | 5% | |
Common stock conversion rate | $ 0.000025 | $ 0.000025 |
Loans Payable (Details Narrativ
Loans Payable (Details Narrative) - USD ($) | 12 Months Ended | |
May 31, 2023 | May 31, 2022 | |
Loan | $ 943 | $ 0 |
Loans Payable Member | ||
Loan due on demand | 1,885 | |
Outstanding loan balance | 942 | |
Loan | $ 943 |
Equity (Details Narrative)
Equity (Details Narrative) - USD ($) | 12 Months Ended | ||
May 07, 2023 | May 31, 2023 | May 31, 2022 | |
Common stock, par value (in dollars per share) | $ 0.001 | $ 0.001 | |
Common stock, shares authorized | 6,500,000,000 | 6,500,000,000 | |
Common stock, shares issued | 3,208,024,616 | 553,024,616 | |
Conversion of Stock, Shares Issued | 10,000,000 | ||
Conversion of stock, shares issued amount | $ 57,125 | $ 92,000 | |
Conversion of preferred stocks | 1,655,000,000 | 5,250,000 | |
Conversion of series D preferred stocks | 350,000 | ||
Common Stock approval description | Company’s Board of Director approved the issuance of 1,000,000,000 shares of common stock to two its officers in exchange for 25,000 shares of Series A Preferred Stock | ||
Shareholders | $ 0 | $ 0 | |
Board of Directors | |||
Shareholders | $ 0.0000025 | ||
Dividend | $ 6,733 | ||
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 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 | ||
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 | ||
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 | 1,915,153 | 1,940,153 | |
Preferred stock, shares outstanding | 1,915,153 | 1,940,153 | |
Preferred Stock voting rights | The Series A Preferred Stock initially had voting rights equal to 1,000 votes for each 1 share of common stock owned | ||
Preferred Stock approval description | Company’s Board of Director approved the issuance of 1,000,000,000 shares of common stock to two its officers in exchange for 25,000 shares of Series A Preferred Stock. | ||
Series D Convertible 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 | |
Conversion of Stock, Shares Issued | 5,250,000 | ||
Preferred stock, shares issued | 6,000,000 | 6,000,000 | |
Preferred stock, shares outstanding | 6,000,000 | 6,000,000 | |
Preferred stock, conversion ratio | The Series D Convertible Preferred Stock is convertible at a rate of 1 share of Series D Convertible Preferred Stock for 15 shares of common stock. | ||
Number of share conversion | 350,000 |
Digital Currency (Details)
Digital Currency (Details) - USD ($) | 12 Months Ended | |
May 31, 2023 | May 31, 2022 | |
Digital Currency | ||
Additions earned | $ 25,168 | $ 70,395 |
Bitcoins, Opening Balance | 21,465 | 0 |
Sales | 13,261 | 10,042 |
Remittance as cost of sales | (10,278) | (33,410) |
Impairment | 6,191 | 5,478 |
Bitcoin Ending Balance | $ 16,903 | $ 21,465 |
Digital Currency (Details Narra
Digital Currency (Details Narrative) - USD ($) | 12 Months Ended | |
May 31, 2023 | May 31, 2022 | |
Digital Currency | ||
Loss on sale of digital currency | $ 2,717 | $ 9,793 |
Digital currency mining | $ 25,168 |
Commitments (Details Narrative)
Commitments (Details Narrative) - USD ($) | 12 Months Ended | ||
May 31, 2023 | May 31, 2022 | Jul. 08, 2022 | |
Minimum royalty payable Per month | $ 37,800 | ||
purchase shares of common stock | 27,000,000 | ||
Recognized royalty payable | $ 17,500 | ||
Common stock per share | $ 0.001 | $ 0.001 | |
Amortization of license | $ 553 | ||
Common stock value | 3,208,024 | $ 553,024 | |
Amortization of debt | 47,134 | $ 79,366 | |
Kenny B, LLC [Member] | |||
purchase shares of common stock | 27,000,000 | ||
Common stock per share | $ 0.00025 | ||
Common stock value | $ 37,800 | ||
Amortization of debt | $ 553 |
Taxes (Details)
Taxes (Details) | 12 Months Ended | |
May 31, 2023 | May 31, 2022 | |
Taxes | ||
Effect on operating losses | 21% | 21% |
Income tax provision at the federal statutory rate | 21% |
Taxes (Details 1)
Taxes (Details 1) - USD ($) | 12 Months Ended | |
May 31, 2023 | May 31, 2022 | |
Taxes | ||
Net operating loss carry forward | $ (206,737) | $ (248,171) |
Effective tax rate | 21% | 21% |
Tax benefit of net operating loss carryforward | $ 43,415 | $ 52,116 |
Valuation allowance | (43,415) | (52,116) |
Deferred income tax assets | $ 0 | $ 0 |
Taxes (Details 2)
Taxes (Details 2) - USD ($) | May 31, 2023 | May 31, 2022 |
Taxes | ||
Total deferred tax assets at statutory tax rate | $ 322,467 | $ 279,052 |
Increase in valuation allowance | (322,467) | (279,052) |
Net deferred tax asset | $ 0 | $ 0 |
Gain on Settlement of Debts (De
Gain on Settlement of Debts (Details Narrative) - USD ($) | 12 Months Ended | |
May 31, 2023 | May 31, 2022 | |
Gain on Settlement of Debts | ||
Gain on settlement of debts | $ 0 | $ 76,027 |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) - Subsequent Event [Member] - USD ($) | 1 Months Ended | ||
Aug. 04, 2023 | Jul. 11, 2023 | Jun. 30, 2023 | |
Issue of common share conversion of convertible debt | $ 12,500 | ||
Issue of common share from convertible debt | 500,000,000 | ||
Description about quarterly dividend payment | Company’s Board of Directors approved a quarterly dividend payment to its shareholders equal to $0.000002 from the Company’s Bitcoin mining | ||
Common stock share cancelled | 500,000,000 | ||
Director [Member] | |||
Common stock share cancelled | 500,000,000 |