10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-Q

(Mark One)
x	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended February 28, 2018
or
¨	TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _________ to ___________

 

Commission File Number 000-52831

    

Nate's Food Co.

(Exact name of registrant as specified in its charter)

 

Colorado	46-3403755
(State or other jurisdiction of incorporation or organization)	(IRS Employer Identification No.)
15151 Springdale Street, Huntington Beach, California	92649
(Address of principal executive offices)	(Zip Code)

 

(949) 341-1834

(Registrant’s telephone number, including area code)

 

N/A

(Former name, former address and former fiscal year, if changed since last report)

  

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

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

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

Large accelerated filer	¨		Accelerated filer	¨
Non-accelerated filer	¨	(Do not check if a smaller reporting company)	Smaller reporting company	x
			Emerging growth company	¨

   

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

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act) ¨ YES    x NO 

APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY

PROCEEDINGS DURING THE PRECEDING FIVE YEARS

Check whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Exchange Act after the distribution of securities under a plan confirmed by a court. ¨ YES    ¨ NO 

APPLICABLE ONLY TO CORPORATE ISSUERS   

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.

537,774,616 common shares issued and outstanding as of June 26, 2018. 

TABLE OF CONTENTS

PART I - FINANCIAL INFORMATION
Item 1.	Financial Statements	3
Item 2.	Management's Discussion and Analysis of Financial Condition or Plan of Operation	13
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	18
Item 4.	Controls and Procedures	18
PART II - OTHER INFORMATION
Item 1.	Legal Proceedings	19
Item 1A.	Risk Factors	19
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	19
Item 3.	Defaults Upon Senior Securities	19
Item 4.	Mine Safety Disclosures	19
Item 5.	Other Information	19
Item 6.	Exhibits	20
SIGNATURES		21

2

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements

Nate’s Food Co.

Condensed Balance Sheets

(Unaudited)

	February 28,			May 31,
	2018			2017
ASSETS
Current assets:
Cash	$	1,011		$	727
Total current assets		1,011			727
TOTAL ASSETS	$	1,011		$	727
LIABILITIES AND STOCKHOLDERS’ DEFICIT
Liabilities:
Current liabilities:
Accounts payable and accrued liabilities	$	196,328		$	143,498
Accrued interest		10,918			5,355
Accrued interest – related party		34,380			24,712
Notes payable - related parties		213,174			199,428
Convertible notes, net of $0 and $11,539 debt discount as of February 28, 2018 and May 31, 2017, respectively		36,818			61,719
Derivative liability		217,692			90,986
Total current liabilities		709,310			525,698
Total liabilities		709,310			525,698
Stockholders’ Deficit:
Series A Preferred Stock, Par Value $0.0001, 2,000,000 shares authorized, 1,940,153 issued and outstanding		194			194
Series B Preferred Stock, Par Value $0.0001, 150,000 shares authorized, 150,000 and 148,322 issued and outstanding, respectively		15			15
Series C Preferred Stock, Par Value $1.00, 250,000 shares authorized, 250,000 and 58,774 issued and outstanding, respectively		250,000			58,774
Series D Preferred Stock, Par Value $0.0001, 10,000,000 shares authorized, 6,350,000 issued and outstanding		635			635
Series E Preferred Stock, Par Value $0.0001, 15,000,000 shares authorized, 14,989,500 and 10,216,000 issued and outstanding, respectively		1,499			1,021
Common Stock, Par Value $0.001, 1,500,000,000 shares authorized, 537,774,616 and 381,206,448 issued and outstanding, respectively		537,774			381,206
Additional paid in capital		2,885,574			2,935,801
Accumulated deficit		(4,383,990	)		(3,902,617	)
Total stockholders’ deficit		(708,299	)		(524,971	)
TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT	$	1,011		$	727

See accompanying notes to the unaudited condensed financial statements

3

Nate’s Food Co.

Condensed Statements of Operations

(Unaudited)

	Three Months Ended						Nine Months Ended
	February 28,						February 28,
	2018			2017			2018			2017
Sales	$	606		$	715		$	3,231		$	4,107
Cost of Goods Sold		-			-			272			-
Gross Profit		606			715			2,959			4,107
Operating Expenses
Selling, general and administrative		114,663			95,506			161,251			207,087
Depreciation		-			9,880			-			29,640
Food development/research		-			-			-			1,532
Total operating expenses		114,663			105,386			161,251			238,259
Operating Loss		(114,057	)		(104,671	)		(158,292	)		(234,152	)
Other (Income) Expense
Other income		-			-			-			(1,290	)
(Gain) loss on derivative		36,981			(162,040	)		296,311			(1,576,142	)
Interest Expenses		8,184			40,187			26,770			225,762
Total other (income) expenses		45,165			(121,853	)		323,081			(1,351,670	)
Net Income (Loss)	$	(159,222	)	$	17,182		$	(481,373	)	$	1,117,518
Deemed dividend on Series B convertible preferred stock		-			(989	)		-			(1,523	)
Net income (loss) attributable to common stockholders	$	(159,222	)	$	16,193		$	(481,373	)	$	1,115,995
Net income (loss) per common share,
Basic	$	(0.00	)	$	0.00		$	(0.00	)	$	0.00
Diluted	$	(0.00	)	$	(0.00	)	$	(0.00	)	$	0.00
Weighted average number of common shares outstanding, basic and diluted
Basic		490,471,374			340,610,745			466,665,005			302,183,944
Diluted		490,471,374			456,862,324			466,665,005			688,735,604

See accompanying notes to the unaudited condensed financial statements

4

Nate’s Food Co.

Condensed Statements of Cash Flows

(Unaudited)

	Nine Months Ended
	February 28,
	2018			2017
CASH FLOWS FROM OPERATING ACTIVITIES
Net Income (Loss)	$	(481,373	)	$	1,117,518
Adjustments to reconcile net income (loss) to net cash used in operating activities:
Depreciation		-			29,640
Stock-based compensation		90,000			50,000
Amortization of debt discount		11,539			127,470
(Gain) loss on derivative liability		296,311			(1,576,142	)
Changes in assets and liabilities:
Accounts payable and accrued liabilities		60,576			72,692
Accrued interest		15,231			(36,214	)
Net cash used in operating activities		(7,716	)		(215,036	)
CASH FLOWS FROM INVESTING ACTIVITIES
Net cash used in investing activities		-			-
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from issuance of Series D Preferred stock		-			235,000
Proceeds from convertible notes		-			72,500
Payment of convertible notes		-			(146,875	)
Proceeds from notes payable - related party		6,000			57,000
Contribution to capital		2,000			-
Net cash provided by financing activities		8,000			217,625
Net cash increase for the period		284			2,589
Cash at beginning of period		727			525
Cash at end of Period	$	1,011		$	3,114
SUPPLEMENTAL CASH FLOW INFORMATION:
Interest paid in cash	$	-		$	134,506
Taxes paid in cash	$	-		$	-
NON CASH INVESTING AND FINANCING ACTIVITIES
Debt discount from derivative liability	$	-		$	126,130
Conversion of Series B Preferred stock into common stock	$	-		$	1,540
Conversion of Series E Preferred stock into common stock	$	105		$	-
Conversion of convertible notes and accrued interest into common stock	$	36,440		$	155,418
Settlement of derivative liability upon conversion to common stock	$	169,605		$	465,459
Convertible note exchanged for note payable and accrued interest	$	-		$	53,630
Cancellation of Series E Preferred Stock	$	-		$	1
Reclassification of accounts payable to notes payable - related party	$	7,746		$	9,640

See accompanying notes to the unaudited condensed financial statements

5

Nate’s Food Co.

Notes to Condensed Financial Statements

(Unaudited)

Note 1 – Description of Company and Basis of Presentation

Nate’s Food Co. (“we”, “us”, “our”, the "Company" or the "Registrant") was incorporated in the state of Colorado on January 12, 2000. Nate’s Food Co. is domiciled in the state of Colorado, and its corporate headquarters are located in Huntington Beach, California. The Company selected May 31 as its fiscal year end. On May 12, 2014, Nate’s Pancakes Inc. was incorporated in the state of Indiana. On May 19, 2014, the Company completed a reverse merger between Nate’s Pancakes, Inc and Capital Resource Alliance. Nate’s Pancakes was the surviving Company. In May 2014, the Company changed its name from Capital Resource Alliance to Nate’s Food Co.

We sell a ready-to-use, pre-mixed pancake and waffle batter delivered in a pressurized can. Our current product is an original flavor of pancake and waffle batter. Currently, we have developed three flavors for our pancake and waffle mix. We plan to continue to expand into other baked goods and other non-breakfast areas.

The accompanying unaudited financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America and the rules of the Securities and Exchange Commission ("SEC") and should be read in conjunction with the audited financial statements and notes thereto contained in the Company's annual report filed with the SEC on Form 10-K, on December 22, 2017. 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. The results of operations for interim periods are not necessarily indicative of the results to be expected for the full year. Notes to the financial statements which would substantially duplicate the disclosure contained in the audited financial statements for the most recent fiscal year 2017 as reported in Form 10-K, have been omitted.

Note 2 – Significant Accounting Policies

Use of Estimates

The preparation of financial statements under 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.

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.

6

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 February 28, 2018, and May 31, 2017, measured at fair value on a recurring basis:

February 28, 2018	Level 1		Level 2		Level 3		Total
Liabilities
Derivative liabilities		-		-	$	217,692	$	217,692

May 31, 2017	Level 1		Level 2		Level 3		Total
Liabilities
Derivative liabilities		-		-	$	90,986	$	90,986

Note 3 – 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 from operations, 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 plan described in the preceding paragraph and eventually attain profitable operations. The accompanying financial statements do not include any adjustments that may be necessary if 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.

7

Note 4 – Related Party Transactions

Notes Payable – Related Parties

During the nine months ended February 28, 2018, the Company borrowed $6,000 from our officer for working capital and converted an existing accounts payable to our officer of $7,746 to a note payable. As at February 28, 2018, the total amount owed to this officer was $213,174. Of this amount, $57,500 of the loan is at 10% interest and was to be repaid by June 28, 2017 and currently is in default. $71,902 of the loan is at 10% interest, and $83,772 of the loan is at 0% interest. Both of the loans were to be repaid by December 31, 2016 and are currently in default.

Note 5 – Convertible Debt

The Company had the following convertible notes payable outstanding as of February 28, 2018 and May 31, 2017:

	February 28,		May 31,
	2018		2017
JSJ Investments	$	36,818	$	73,258
		36,818		73,258
Less: debt discount and deferred financing cost		-		(11,539	)
		36,818		61,719
Less: current portion of convertible notes payable		36,818		61,719
Long-term convertible notes payable	$	-	$	-

Typenex Co

On July 24, 2015, the Company received financing in the amount of $93,000 from Typenex Co-Investment, LLC with $13,000 cash discount to the lender and incurred $8,000 in financing costs to third parties. The deferred financing costs were amortized over the life of the note using the effective interest method. The $93,000 bears an 8% interest rate and matured in nine months. The holder shall be entitled to convert any portion of the outstanding and unpaid conversion amount in to fully paid and non-assessable shares of common stock. Conversion price is 50% of the average of the three lowest closing bid prices for the 15 previous consecutive trading days prior to the payment date. The Company may prepay the note at any time at an amount equal to 120% of the outstanding principal and the accrued and unpaid interest. The note was discounted for a derivative (see note 6 for details) and the discount is being amortized over the life of the note using the effective interest method. On July 8, 2016, the Company made a payment of 50% of the balance then due in the amount of $57,000. The payment of $57,000 was applied to an interest penalty and accrued interest. The Company entered into a Forbearance Agreement with Typenex regarding conversion of the balance of $57,000 debt into shares of common stock at an agreed upon discount and frequency of conversions. During the nine months ended February 28, 2018, 27,575,932 shares of common stock were issued based on the True-Up conversion. We accounted for the true-up provision as a derivative. As of February 28, 2018 and May 31, 2017, the Company had Convertible notes of $0 and accrued interest of $0. During the nine months ended February 28, 2018 and 2017, the Company recognized interest expense of $0 and $55,796, respectively.

JSJ Investments

On October 13, 2016, the Company received financing in the amount of $85,500 from JSJ Investments with $5,000 original issue discount and incurred $8,000 in financing costs. The original issue discount and financing costs are being amortized over the life of the note using the effective interest method. The $85,500 bears 10% interest and matured on July 13, 2017. The note is currently in default. The holder shall be entitled to convert any portion of the outstanding and unpaid conversion amount into fully paid and non-assessable shares of common Stock. The conversion price is the 45% discount to the lowest traded price during the previous 20 trading days to the date of a conversion notice. The Company may redeem the note at rates ranging from 125% to 150% depending on the redemption date. The note was discounted for a derivative (see note 6 for details) and the discount is being amortized over the life of the note using the effective interest method. The Company amortized discount and financing costs of $11,539 for the nine months ended February 28, 2018. During the year ended May 31, 2017, the note of $36,440 was converted into 98,887,236 shares of common stock. During the nine months ended February 28, 2018 and 2017, the Company recognized interest expense of $5,563 and $3,233. As of February 28, 2018 and May 31, 2017, the Company had accrued interest of $10,918 and $5,355, respectively.

8

Note 6 – Derivative Liability

The Company analyzed the conversion options for derivative accounting consideration under ASC 815, Derivatives and Hedging, and determined that the instrument 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 following table summarizes the derivative liabilities included in the balance sheet at February 28, 2018:

Balance - May 31, 2017	$	90,986
Loss on change in fair value of the derivative		296,311
Settled upon conversion of debt		(169,605	)
Balance - February 28, 2018	$	217,692

The following table summarizes the gain/loss on derivative liability included in the income statement for the periods ended February 28, 2018 and 2017, respectively.

	Nine Months Ended
	February 28,
	2018		2017
Day one loss due to derivatives on convertible debt	$	-	$	87,124
(Gain) loss on change in fair value of the derivative		296,311		(1,663,266	)
	$	296,311	$	(1,576,142	)

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:

	February 28,	May 31,
	2018	2017
Expected term	0.02 - 3.08 years	0.12 - 4.08 years
Expected average volatility	239% - 362%	108% - 315%
Expected dividend yield	-	-
Risk-free interest rate	0.83% - 2.42%	0.34% - 1.62%

Note 7 – Equity Transactions

Preferred Stock

Series A Preferred Stock

The Company is authorized to issue 2,000,000 shares of series A Preferred Stock at a par value of $0.0001. The Series A Preferred Stock has voting rights equal to 1,000 votes for each 1 share of common stock owned. The Series A Preferred Stock shall have no liquidation preference over any other class of stock and there will be no dividends due or payable on the Series A Preferred Stock.

There were no issuances of the Series A Preferred Stock during the nine months ended February 28, 2018.

Series B Convertible 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 converts into Common Stock at a ratio of 1:1,000. However, the Series B may not be converted for a period of 12 months.

9

On December 22, 2017, the board of directors approved the issuance of Preferred Stock to four officers as compensation of $15,000 per officer as follows,

· 1,678 shares of Series B Convertible Preferred Stock for a value of $1,620

· 191,226 shares of Series C Convertible Preferred Stock for a value of $12,186

· 4,784,000 shares of Series E Convertible Preferred Stock for a value of $46,194

As of February 28, 2018 and May 31, 2017, 150,000 and 148,322 shares of Series B Convertible Preferred Stock were issued and outstanding, respectively.

Series C Convertible 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 share owned. The Company evaluated the conversion feature and concluded that it did not qualify as a derivative transaction. The Company evaluated the convertible preferred stock under FASB ACS 470-20-30 and determined it does not contain a beneficial conversion feature.

On December 22, 2017, the board of directors approved the issuance of Preferred Stock to four officers as compensation of $15,000 per officer as follows,

· 1,678 shares of Series B Convertible Preferred Stock for a value of $1,620

· 191,226 shares of Series C Convertible Preferred Stock for a value of $12,186

· 4,784,000 shares of Series E Convertible Preferred Stock for a value of $46,194

As of February 28, 2018 and May 31, 2017, 250,000 and 58,774 shares of Series C Convertible Preferred Stock were issued and outstanding, respectively.

Series D Convertible Preferred Stock

On June 13, 2016, pursuant to its Articles of Incorporation and Bylaws, the Board of Directors of the Company, unanimously approved the designation of a new series of preferred stock, "Series D Convertible Preferred Stock.

The Company is authorized to issue 10,000,000 shares of Series D Preferred Stock at a par value of $0.0001.

The Series D Preferred Stock shall have no liquidation preference over any other class of stock and there will be no dividends due or payable on the Series D Preferred Stock,

Beginning January 1, 2017, each holder of shares of Series D Preferred Stock may, at any time and from time to time, convert each of its shares of Series D Preferred Stock into a 15 fully paid and nonassessable shares of common stock.

Beginning January 1, 2018, the Company may convert shares of Series D Preferred Stock at any time and from time to time, each of its shares of Series D Preferred Stock into 15 of fully paid and nonassessable shares of common stock.

There were no issuances of the Series D Preferred Stock during the nine months ended February 28, 2018.

Series E Convertible Preferred Stock

The Company is authorized to issue 15,000,000 shares of Series E Convertible 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 Convertible 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.

10

On December 22, 2017, the board of directors approved the issuance of Preferred Stock to four officers as compensation of $15,000 per officer as follows,

· 1,678 shares of Series B Convertible Preferred Stock for a value of $1,620

· 191,226 shares of Series C Convertible Preferred Stock for a value of $12,186

· 4,784,000 shares of Series E Convertible Preferred Stock for a value of $46,194

During the nine months ended February 28, 2018, 10,500 shares of Series E Convertible Preferred Stock were converted at rate of 1 preferred share to 10 common shares, resulting in the issuance of 105,000 shares of common stock.

As of February 28, 2018 and May 31, 2017, 14,989,500 and 10,216,000 shares of Series E Convertible Preferred Stock were issued and outstanding, respectively.

Common stock

During the nine months ended February 28, 2018, the Company issued common stock as follows,

· 98,887,236 common shares for the conversion of debt and accrued interest of $36,440.

· 27,575,932 common shares for the True-Up conversion.

· 10,500 shares of Series E Convertible Preferred Stock were converted at rate of 1 preferred share to 10 common shares, resulting in the issuance of 105,000 shares of common stock.

· 30,000,000 common shares for consulting services valued at $30,000

 

As of February 28, 2018 and May 31, 2017, 537,774,616 and 381,206,448 shares of common stock were issued and outstanding, respectively.

Warrants

On September 29, 2015, the Company granted 1,000,000 warrants to Vista Capital Investments, LLC, in exchange for interest owed of $12,222, and recognized a loss on debt settlement of $16,778. Warrants 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 36,933,026 shares of common stock at $0.00028 per share. Each warrant is exercisable into one share of common stock.

11

The following table summarizes information relating to outstanding and exercisable warrants as of February 28, 2018:

Warrants Outstanding					Warrants Exercisable
Number of Shares		Weighted Average Remaining Contractual life (in years)	Weighted Average Exercise Price		Number of Shares		Weighted Average Exercise Price
	36,933,026	2.59 years	$	0.0003		36,933,026	$	0.0003

The following table summarizes warrant activity for the nine months ended February 28, 2018:

	Number of shares		Weighted Average Exercise Price		Weighted Average Life (years)
Outstanding, May 31, 2017		15,388,761	$	0.0007	3.33 years
Reset features		21,544,265		0.0003	3.08 years
Forfeited		-		-		-
Exercised		-		-		-
Outstanding, February 28, 2018		36,933,026	$	0.0003	2.59 years

Aggregate intrinsic value is the sum of the amounts by which the quoted market price of the Company's stock exceeded the exercise price of the stock options at February 28, 2018, for those stock options for which the quoted market price was in excess of the exercise price ("in-the-money options"). As of February 28, 2018, the aggregate intrinsic value of options outstanding was approximately $45,243 based on the closing market price of $0.0015 on February 28, 2018.

Note 8 - Commitments and Contingencies

Agreements

On December 21, 2017, the Company entered into a consulting agreement for the term of 1 year. The Company shall issue 80,000,000 shares of common stock valued at $80,000. 15,000,000 shares were immediately issued, and the remaining 65,000,000 shares shall be issued if the consultant makes achievements (” Hurdle”). If the consultant fails to achieve Hurdle within 9 months, the Company shall have the right to redeem 65,000,000 shares.

On December 21, 2017, the Company entered into a consulting agreement for the term of 1 year. The Company shall issue 120,000,000 shares of common stock valued at $120,000. 15,000,000 shares were immediately issued, and the remaining 105,000,000 shares shall be issued if the consultant makes achievements (” Hurdle”). If the consultant fails to achieve Hurdle within 9 months, the Company shall have the right to redeem 90,000,000 shares.

Note 9 – Subsequent events

In January 2018, our co-packer in Los Angeles gave us notice that they no longer have the capacity to continue producing our product on their equipment due to having taken on larger projects that will require their full production capacity, eliminating their ability to provide services to Nate’s Food Co. Since that time we have continued to discuss moving our production equipment to another co-packer so that we can resume production. As a consequence, we have also temporarily closed all on-line sales activities until such time as we are back in full production at another facility.

12

Item 2. Management's Discussion and Analysis of Financial Condition or Plan of Operation

FORWARD-LOOKING STATEMENTS

Certain matters discussed herein are forward-looking statements. Such forward-looking statements contained herein involve risks and uncertainties, including statements as to:

· our future operating results;

· our business prospects;

· our contractual arrangements and relationships with third parties;

· the dependence of our future success on the general economy;

· our possible financings; and

· the adequacy of our cash resources and working capital.

These forward-looking statements can generally be identified as such because the context of the statement will include words such as we “believe,” “anticipate,” “expect,” “estimate” or words of similar meaning. Similarly, statements that describe our future plans, objectives or goals are also forward-looking statements. Such forward-looking statements are subject to certain risks and uncertainties which are described in close proximity to such statements and which could cause actual results to differ materially from those anticipated as of the date of this report. Shareholders, potential investors and other readers are urged to consider these factors in evaluating the forward-looking statements and are cautioned not to place undue reliance on such forward-looking statements. The forward-looking statements included herein are only made as of the date of this report, and we undertake no obligation to publicly update such forward-looking statements to reflect subsequent events or circumstances.

General Overview

We were incorporated under the laws of the State of Colorado on January 12, 2000, under the name Capital Resources Alliance, Inc. At inception, we were a development stage company in the business of mining and exploration. On May 19, 2014 our company completed a reverse merger with Nate’s Pancakes, Inc., an Indiana company, with Nate’s Pancakes being the surviving entity. In May 2014, we changed our name from Capital Resource Alliance, Inc. to Nate’s Food Co.

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

Our Current Business

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

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

13

Results of Operations

Three Months Ended February 28, 2018 Compared to the Three Months Ended February 28, 2017

	Three Months Ended
	February 28,
	2018			2017			Change			%
Sales	$	606		$	715		$	(109	)	(15)		%
Cost of Goods Sold		-			-			-			-
Gross profit		606			715			(109	)	(15)		%
Selling, general and administrative		114,663			95,506			19,157			20	%
Depreciation		-			9,880			(9,880	)	(100)		%
Total operating expenses		114,663			105,386			9,277			9	%
(Gain) loss on derivative		36,981			(162,040	)		199,021		(123)		%
Interest Expenses		8,184			40,187			(32,003	)	(80)		%
Net Income (Loss)	$	(159,222	)	$	17,182		$	(176,404	)	(1,027)		%

Revenue

Our Company generated $606 in revenue with a gross profit of $606 or 100%, for the three months ended February 28, 2018 as compared to $715 in revenue with a gross profit of $715, or 100%, for the three months ended February 28, 2017.

Operating Expenses

During the period ended February 28, 2018, we incurred general and administrative expenses of $114,663 compared to $95,506 incurred during the period ended February 28, 2017. The increase was primarily the result of an increase in stock-based compensation to the officers.

During the period ended February 28, 2018, we incurred depreciation of $0 compared to $9,880 incurred during the period ended February 28, 2017. The Company impaired equipment in fiscal year 2017.

Other (income) expense

During the period ended February 28, 2018, we incurred loss on derivatives of $36,981 and interest expense of $8,184 compared to $162,040 in gain on derivative and interest expense of $40,187 during the period ended February 28, 2017.

Nine Months Ended February 28, 2018 Compared to the Nine Months Ended February 28, 2017

	Nine Months Ended
	February 28,
	2018			2017			Change			%
Sales	$	3,231		$	4,107		$	(876	)	(21)		%
Cost of Goods Sold		272			-			272			-
Gross profit		2,959			4,107			(1,148	)	(28)		%
Selling, general and administrative		161,251			207,087			(45,836	)	(22)		%
Depreciation		-			29,640			(29,640	)	(100)		%
Food development/research		-			1,532			(1,532	)	(100)		%
Total operating expenses		161,251			238,259			(77,008	)	(32)		%
Other income		-			(1,290	)		1,290		(100)		%
Gain (loss) on derivative		296,311			(1,576,142	)		1,872,453		(119)		%
Interest Expenses		26,770			225,762			(198,992	)	(88)		%
Net Income (Loss)	$	(481,373	)	$	1,117,518		$	(1,598,891	)	(143)		%

14

Revenue

Our Company generated $3,231 in revenue with a gross profit of $2,959 or 92%, for the nine months ended February 28, 2018 as compared to $4,107 in revenue and gross profit of $4,107, for the nine months ended February 28, 2017.

Operating Expenses

During the period ended February 28, 2018, we incurred general and administrative expenses of $161,251 compared to $207,087 incurred during the period ended February 28, 2017. The decrease was primarily the result of a decrease in license fees and professional fees offset by an increase in stock-based compensation.

During the period ended February 28, 2018, we incurred depreciation of $0 compared to $29,640 incurred during the period ended February 28, 2017. The Company impaired equipment in fiscal year 2017.

Other (income) expense

During the period ended February 28, 2018, we incurred loss on derivatives of $296,311 and interest expense of $26,770 compared to $1,576,142 in gain on derivative and interest expense of $225,762 during the period ended February 28, 2017. During the period ended February 28, 2017, the Company recorded loss on derivative due to the repayment of convertible notes.

Liquidity and Capital Resources

Working Capital

	February 28,			May 31,
	2018			2017			Change			%
Current Assets	$	1,011		$	727		$	284			39	%
Current Liabilities	$	709,310		$	525,698		$	183,612			35	%
Working Capital Deficiency	$	(708,299	)	$	(524,971	)	$	(183,328	)		35	%

Cash Flows

	Nine Months Ended
	February 28,
	2018			2017			Change
Cash Flows Used in Operating Activities	$	(7,716	)	$	(215,036	)	$	207,320
Cash Flows Provided by Financing Activities		8,000			217,625		$	(209,625	)
Net change in Cash During Period	$	284		$	2,589		$	(2,305	)

As of February 28, 2018, our Company had $1,011 in cash. In management’s opinion, our company’s cash position is insufficient to maintain our operations at the current level for the next 12 months. Any expansion may cause our company to require additional capital until such expansion begins generating revenue. It is anticipated that the raising of additional funds will principally be through the sales of our securities.

15

As of February 28, 2018, our total current liabilities were $709,310 which primarily consisted of $213,174 in notes payable – related parties, $217,692 in derivative liability, $196,328 in accounts payable and accrued liabilities and $36,818 in convertible notes as compared to May 31, 2017, with total current liabilities of $525,698 which primarily consisted of $90,986 in derivative liability, $199,428 in notes payable - related parties, $173,565 in accounts payable and accrued liabilities and $61,719 in convertible notes.

Operating Activities

Net cash used in operating activities was $7,716 for the nine months ended February 28, 2018 compared with net cash used in operating activities of $215,036 in the same period in 2017.

Investing Activities

During the nine months ended February 28, 2018 and 2017, our Company did not have any investing activities.

Financing Activities

Net cash from financing activities was $6,000 from note payable from related party and $2,000 from contribution from a related party for the nine months ended February 28, 2018 compared to $217,625 provided from financing activities in the same period in 2017.

Off-Balance Sheet Arrangements

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

Critical Accounting Policies

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

In the ordinary course of business, we have made a number of estimates and assumptions relating to the reporting of results of operations and financial condition in the preparation of our financial statements in conformity with accounting principles generally accepted in the United States (“GAAP”). We base our estimates on historical experience and on various other assumptions that we believe are reasonable under the circumstances. The results form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results could differ significantly from those estimates under different assumptions and conditions. We believe that the following discussion addresses our most critical accounting policies, which are those that are most important to the portrayal of our financial condition and results of operations and require our most difficult, subjective, and complex judgments, often as a result of the need to make estimates about the effect of matters that are inherently uncertain.

The material estimates for our Company are that of derivative liabilities and income tax valuation allowance recorded for deferred tax assets. We recorded stock-based compensation for options and warrants issued and the fair value of embedded conversion options that are convertible into a variable amount of shares. The fair values of options, warrants, and embedded conversion options are determined using the Black-Scholes option pricing model. We have no historical data on the accuracy of these estimates. The estimated sensitivity to change is related to the various variables of the Black-Scholes option pricing model stated below. The specific quantitative variables are included in the notes to the consolidated financial statements. The estimated fair value of options is recognized as expense on the straight-line basis over the options’ vesting periods. The fair value of each option granted is estimated on the date of grant using the Black-Scholes option pricing model with the expected life, dividend yield, expected volatility, and risk-free interest rate weighted-average assumptions used for options and warrants granted. Expected volatility for 2018 and 2017 was estimated using our common stock for convertible notes and warrants. The risk-free rate for periods within the contractual life of the option is based on the U.S. Treasury yield curve in effect at the grant date. The expected life of options is based on the life of the instrument on grant date.

16

Basis of Accounting and Going Concern

Our unaudited condensed consolidated financial statements have been prepared on the accrual basis of accounting in conformity with GAAP. In addition, the accompanying unaudited condensed financial statements have been prepared assuming that we will continue as a going concern, which contemplates the realization of assets and the liquidation of liabilities in the normal course of business. We generated losses of approximately $481,373 through February 2018 and have insufficient working capital and cash flows to support operations. These factors raise substantial doubt about our ability to continue as a going concern. The unaudited condensed financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might result from this uncertainty.

Convertible Notes

Convertible notes are regarded as compound instruments, consisting of a liability component and an equity component. The component parts of compound instruments are classified separately as financial liabilities and equity in accordance with the substance of the contractual arrangement. At the date of issue, the fair value of the liability component is estimated using the prevailing market interest rate for a similar non-convertible instrument. This amount is recorded as a liability on an amortized cost basis until extinguished upon conversion or at the instrument’s maturity date. The equity component is determined by deducting the amount of the liability component from the fair value of the compound instrument as a whole. This is recognized as additional paid-in capital and included in equity, net of income tax effects, and is not subsequently remeasured. After initial measurement, they are carried at amortized cost using the effective interest method.

Derivative Financial Instruments

The fair value of an embedded conversion option that is convertible into a variable amount of shares and warrants that include price protection reset provision features are deemed to be “down-round protection” and, therefore, do not meet the scope exception for treatment as a derivative under ASC 815 “Derivatives and Hedging”, since “down-round protection” is not an input into the calculation of the fair value of the conversion option and warrants and cannot be considered “indexed to the Company’s own stock” which is a requirement for the scope exception as outlined under ASC 815.

The accounting treatment of derivative financial instruments requires that the Company record the embedded conversion option and warrants at their fair values as of the inception date of the agreement and at fair value as of each subsequent balance sheet date. Any change in fair value is recorded as non-operating, non-cash income or expense for each reporting period at each balance sheet date. The Company reassesses the classification of its derivative instruments at each balance sheet date. If the classification changes as a result of events during the period, the contract is reclassified as of the date of the event that caused the reclassification.

The Black-Scholes option valuation model was used to estimate the fair value of the conversion options. The model includes subjective input assumptions that can materially affect the fair value estimates. The expected volatility is estimated based on the most recent historical period of time, of other comparative securities, equal to the weighted average life of the options.

Conversion options are recorded as debt discount and are amortized as interest expense over the life of the underlying debt instrument.

Also, refer to Note 2 - Significant Accounting Policies and Note 6 - Derivative Liabilities in the unaudited financial statements that are included in this Report.

17

Item 3. Quantitative and Qualitative Disclosures about Market Risk

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

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

We carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) as of February 28, 2018. This evaluation was carried out under the supervision and with the participation of our chief executive officer and chief financial officer. Based upon that evaluation, our chief executive officer and chief financial officer concluded that, as of February 28, 2018, our disclosure controls and procedures were not effective due to the presence of material weaknesses in internal control over financial reporting.

A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the company’s annual or interim financial statements will not be prevented or detected on a timely basis. Management has identified the following material weaknesses which have caused management to conclude that, as of February 28, 2018, our disclosure controls and procedures were not effective: (i) inadequate segregation of duties and effective risk assessment; and (ii) insufficient written policies and procedures for accounting and financial reporting with respect to the requirements and application of both US GAAP and SEC guidelines.

Changes in Internal Controls

There have been no changes in our internal controls over financial reporting identified in connection with the evaluation required by paragraph (d) of Securities Exchange Act Rule 13a-15 or Rule 15d-15 that occurred in the quarter ended February 28, 2018 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

18

PART II - OTHER INFORMATION

Item 1. Legal Proceedings

We are currently not involved in any litigation that we believe could have a material adverse effect on our financial condition or results of operations. There is no action, suit, proceeding, inquiry or investigation before or by any court, public board, government agency, self-regulatory organization or body pending or, to the knowledge of the executive officers of our company or any of our subsidiaries, threatened against or affecting our company, our common stock, any of our subsidiaries or of our companies or our subsidiaries’ officers or directors in their capacities as such, in which an adverse decision could have a material adverse effect.

Item 1A. Risk Factors

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

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

None.

Item 3. Defaults Upon Senior Securities

None.

Item 4. Mine Safety Disclosures

Not Applicable.

Item 5. Other Information

None.

19

Item 6. Exhibits

The following exhibits are included as part of this report:

Exhibit Number	Description
(31)	Rule 13a-14(a)/15d-14(a) Certification
31.1	Section 302 Certification under the Sarbanes-Oxley Act of 2002 of the Principal Executive Officer,
31.2	Section 302 Certification under the Sarbanes-Oxley Act of 2002 of the Principal Financial Officer and Principal Accounting Officer
(32)	Section 1350 Certification
32.1	Section 906 Certification under the Sarbanes-Oxley Act of 2002 of the Principal Executive Officer
32.2	Section 906 Certification under the Sarbanes-Oxley Act of 2002 of the Principal Financial Officer and Principal Accounting Officer
101	Interactive Data Files
101.INS*	XBRL Instance Document
101.SCH*	XBRL Taxonomy Extension Schema Document
101.CAL*	XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF*	XBRL Taxonomy Extension Definition Linkbase Document
101.LAB*	XBRL Taxonomy Extension Label Linkbase Document
101.PRE*	XBRL Taxonomy Extension Presentation Linkbase Document

________

* XBRL Information is furnished and not filed or a part of a registration statement or prospectus for purposes of sections 11 or 12 of the Securities Act of 1933, as amended, is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise is not subject to liability under these sections.

20

SIGNATURES

In accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	NATE'S FOOD CO.
	(Registrant)
Dated: July 6, 2018	/s/ Nate Steck
	Nate Steck
	President, Chief Executive Officer and Director
	(Principal Executive Officer)
Dated: July 6, 2018	/s/ Marc Kassoff
	Marc Kassoff
	Vice-President, Chief Financial Officer and Director
	(Principal Financial Officer and Principal Accounting Officer)

21

EX-31.1

EXHIBIT 31.1

CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Nate Steck, certify that:

1.	I have reviewed this quarterly report on Form 10-Q of Nate's Food Co.;
2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.	I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b)	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c)	Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d)	Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting;

5. I have disclosed, based on my most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

(a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
(b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date: July 6, 2018

/s/ Nate Steck

Nate Steck President,

Chief Executive Officer and Director (Principal Executive Officer)

EX-31.2

EXHIBIT 31.2

CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Marc Kassoff, certify that:

1.	I have reviewed this quarterly report on Form 10-Q of Nate's Food Co.;
2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.	I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b)	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c)	Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d)	Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting;

5. I have disclosed, based on my most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

(a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
(b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date: July 6, 2018

/s/ Marc Kassoff

Marc Kassoff Vice-President,

Chief Financial Officer and Director

(Principal Financial Officer and Principal Accounting Officer)

EX-32.1

EXHIBIT 32.1

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

The undersigned, Nate Steck, President and Chief Executive Officer, of Nate's Food Co., hereby certifies, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1)	the quarterly report on Form 10-Q of Nate's Food Co. for the period ended February 28, 2018 (the "Report") fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2)	the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of Nate's Food Co.

Dated: July 6, 2018

/s/ Nate Steck

Nate Steck President,

Chief Executive Officer and Director

(Principal Executive Officer) 

A signed original of this written statement required by Section 906, or other document authenticating, acknowledging, or otherwise adopting the signature that appears in typed form within the electronic version of this written statement required by Section 906, has been provided to Nate's Food Co. and will be retained by Nate's Food Co. and furnished to the Securities and Exchange Commission or its staff upon request.

EX-32.2

EXHIBIT 32.2

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

The undersigned, Marc Kassoff, Chief Financial Officer, of Nate's Food Co., hereby certifies, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1)	the quarterly report on Form 10-Q of Nate's Food Co. for the period ended February 28, 2018 (the "Report") fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2)	the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of Nate's Food Co.

Dated: July 6, 2018

/s/ Marc Kassoff

Marc Kassoff Vice-President,

Chief Financial Officer and Director

(Principal Financial Officer and Principal Accounting Officer)

A signed original of this written statement required by Section 906, or other document authenticating, acknowledging, or otherwise adopting the signature that appears in typed form within the electronic version of this written statement required by Section 906, has been provided to Nate's Food Co. and will be retained by Nate's Food Co. and furnished to the Securities and Exchange Commission or its staff upon request.

XML

Document and Entity Information - shares	9 Months Ended
	Feb. 28, 2018	Jun. 26, 2018
Document And Entity Information
Entity Registrant Name	Nate's Food Co.
Entity Central Index Key	0001409446
Document Type	10-Q
Document Period End Date	Feb. 28, 2018
Amendment Flag	false
Current Fiscal Year End Date	--05-31
Is Entity a Well-known Seasoned Issuer	No
Is Entity a Voluntary Filer	No
Is Entity's Reporting Status Current	No
Entity Filer Category	Smaller Reporting Company
Entity Common Stock, Shares Outstanding		537,774,616
Document Fiscal Period Focus	Q3
Document Fiscal Year Focus	2018

XML

Condensed Balance Sheets - USD ($)	Feb. 28, 2018	May 31, 2017
Current assets:
Cash	$ 1,011	$ 727
Total current assets	1,011	727
TOTAL ASSETS	1,011	727
Current liabilities:
Accounts payable and accrued liabilities	196,328	143,498
Accrued interest	10,918	5,355
Accrued interest - related party	34,380	24,712
Notes payable - related parties	213,174	199,428
Convertible notes, net of $0 and $11,539 debt discount as of February 28, 2018 and May 31, 2017, respectively	36,818	61,719
Derivative liability	217,692	90,986
Total current liabilities	709,310	525,698
Total liabilities	709,310	525,698
Stockholders' Deficit:
Common Stock, Par Value $0.001, 1,500,000,000 shares authorized, 537,774,616 and 381,206,448 issued and outstanding, respectively	537,774	381,206
Additional paid in capital	2,885,574	2,935,801
Accumulated deficit	(4,383,990)	(3,902,617)
Total stockholders' deficit	(708,299)	(524,971)
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT	1,011	727
Series A Preferred Stock [Member]
Stockholders' Deficit:
Preferred stock, value	194	194
Series B Preferred Stock [Member]
Stockholders' Deficit:
Preferred stock, value	15	15
Series C preferred stock [Member]
Stockholders' Deficit:
Preferred stock, value	250,000	58,774
Series D Preferred Stock [Member]
Stockholders' Deficit:
Preferred stock, value	635	635
Series E Preferred Stock [Member]
Stockholders' Deficit:
Preferred stock, value	$ 1,499	$ 1,021

XML

Condensed Balance Sheets (Parenthetical) - USD ($)	Feb. 28, 2018	May 31, 2017
Current liabilities:
Convertible note, current, debt discount (in dollars)	$ 0	$ 11,539
Stockholders' Deficit:
Common stock, par value (in dollars per share)	$ 0.001	$ 0.001
Common stock, shares authorized	1,500,000,000	1,500,000,000
Common stock, shares issued	537,774,616	381,206,448
Common stock, shares outstanding	537,774,616	381,206,448
Series A Preferred Stock [Member]
Stockholders' Deficit:
Preferred stock, par value (in dollars per share)	$ 0.0001	$ 0.0001
Preferred stock, shares authorized	2,000,000	2,000,000
Preferred stock, shares issued	1,940,153	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	148,322
Preferred stock, shares outstanding	150,000	148,322
Series C preferred stock [Member]
Stockholders' Deficit:
Preferred stock, par value (in dollars per share)	$ 1.00	$ 1.00
Preferred stock, shares authorized	250,000	250,000
Preferred stock, shares issued	250,000	58,774
Preferred stock, shares outstanding	250,000	58,774
Series D Preferred Stock [Member]
Stockholders' Deficit:
Preferred stock, par value (in dollars per share)	$ 0.0001	$ 0.0001
Preferred stock, shares authorized	10,000,000	10,000,000
Preferred stock, shares issued	6,350,000	6,350,000
Preferred stock, shares outstanding	6,350,000	6,350,000
Series E Preferred Stock [Member]
Stockholders' Deficit:
Preferred stock, par value (in dollars per share)	$ 0.0001	$ 0.0001
Preferred stock, shares authorized	15,000,000	15,000,000
Preferred stock, shares issued	14,989,500	10,216,000
Preferred stock, shares outstanding	14,989,500	10,216,000

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Condensed Statements of Operations (Unaudited) - USD ($)	3 Months Ended		9 Months Ended
	Feb. 28, 2018	Feb. 28, 2017	Feb. 28, 2018	Feb. 28, 2017
Condensed Statements Of Operations
Sales	$ 606	$ 715	$ 3,231	$ 4,107
Cost of Goods Sold			272
Gross Profit	606	715	2,959	4,107
Operating Expenses
Selling, general and administrative	114,663	95,506	161,251	207,087
Depreciation		9,880		29,640
Food development/research				1,532
Total operating expenses	114,663	105,386	161,251	238,259
Operating Loss	(114,057)	(104,671)	(158,292)	(234,152)
Other (Income) Expense
Other income				(1,290)
(Gain) loss on derivative	36,981	(162,040)	296,311	(1,576,142)
Interest Expense	8,184	40,187	26,770	225,762
Total other (income) expenses	45,165	(121,853)	323,081	(1,351,670)
Net Income (Loss)	(159,222)	17,182	(481,373)	1,117,518
Deemed dividend on Series B convertible preferred stock		(989)		(1,523)
Net income (loss) attributable to common stockholders	$ (159,222)	$ 16,193	$ (481,373)	$ 1,115,995
Net income (loss) per common share,
Basic	$ 0.00	$ 0.00	$ 0.00	$ 0.00
Diluted	$ 0.00	$ 0.00	$ 0.00	$ 0.00
Weighted average number of common shares outstanding, basic and diluted
Basic	490,471,374	340,610,745	466,665,005	302,183,944
Diluted	490,471,374	456,862,324	466,665,005	688,735,604

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Condensed Statements of Cash Flows (Unaudited) - USD ($)	9 Months Ended
	Feb. 28, 2018	Feb. 28, 2017
CASH FLOWS FROM OPERATING ACTIVITIES
Net Income (Loss)	$ (481,373)	$ 1,117,518
Adjustments to reconcile net income (loss) to net cash used in operating activities:
Depreciation		29,640
Stock-based compensation	90,000	50,000
Amortization of debt discount	11,539	127,470
(Gain) loss on derivative liability	296,311	(1,576,142)
Changes in assets and liabilities:
Accounts payable and accrued liabilities	60,576	72,692
Accrued interest	15,231	(36,214)
Net cash used in operating activities	(7,716)	(215,036)
CASH FLOWS FROM INVESTING ACTIVITIES
Net cash used in investing activities
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from issuance of Series D Preferred stock		235,000
Proceeds from convertible notes		72,500
Payment of convertible notes		(146,875)
Proceeds from notes payable - related party	6,000	57,000
Contribution to capital	2,000
Net cash provided by financing activities	8,000	217,625
Net cash increase for the period	284	2,589
Cash at beginning of period	727	525
Cash at end of Period	1,011	3,114
SUPPLEMENTAL CASH FLOW INFORMATION:
Interest paid in cash		134,506
Taxes paid in cash
NON CASH INVESTING AND FINANCING ACTIVITIES
Debt discount from derivative liability		126,130
Conversion of Series B Preferred stock into common stock		1,540
Conversion of Series E Preferred stock into common stock	105
Conversion of convertible notes and accrued interest into common stock	36,440	155,418
Settlement of derivative liability to additional paid in capital	169,605	465,459
Convertible note exchanged for note payable and accrued interest		53,630
Cancellation of Series E Preferred Stock		1
Reclassification of accounts payable to notes payable - related party	$ 7,746	$ 9,640

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Description of Company and Basis of Presentation

9 Months Ended

Feb. 28, 2018

Notes to Financial Statements

Note 1 - Description of Company and Basis of Presentation

Nate’s Food Co. (“we”, “us”, “our”, the "Company" or the "Registrant") was incorporated in the state of Colorado on January 12, 2000. Nate’s Food Co. is domiciled in the state of Colorado, and its corporate headquarters are located in Huntington Beach, California. The Company selected May 31 as its fiscal year end. On May 12, 2014, Nate’s Pancakes Inc. was incorporated in the state of Indiana. On May 19, 2014, the Company completed a reverse merger between Nate’s Pancakes, Inc and Capital Resource Alliance. Nate’s Pancakes was the surviving Company. In May 2014, the Company changed its name from Capital Resource Alliance to Nate’s Food Co.

We sell a ready-to-use, pre-mixed pancake and waffle batter delivered in a pressurized can. Our current product is an original flavor of pancake and waffle batter. Currently, we have developed three flavors for our pancake and waffle mix. We plan to continue to expand into other baked goods and other non-breakfast areas.

The accompanying unaudited financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America and the rules of the Securities and Exchange Commission ("SEC") and should be read in conjunction with the audited financial statements and notes thereto contained in the Company's annual report filed with the SEC on Form 10-K, on December 22, 2017. 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. The results of operations for interim periods are not necessarily indicative of the results to be expected for the full year. Notes to the financial statements which would substantially duplicate the disclosure contained in the audited financial statements for the most recent fiscal year 2017 as reported in Form 10-K, have been omitted.

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Significant Accounting Policies

9 Months Ended

Feb. 28, 2018

Notes to Financial Statements

Note 2 - Significant Accounting Policies

Use of Estimates

The preparation of financial statements under 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.

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 February 28, 2018, and May 31, 2017, measured at fair value on a recurring basis:

February 28, 2018	Level 1		Level 2		Level 3		Total
Liabilities
Derivative liabilities		-		-	$	217,692	$	217,692

May 31, 2017	Level 1		Level 2		Level 3		Total
Liabilities
Derivative liabilities		-		-	$	90,986	$	90,986

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Going Concern

9 Months Ended

Feb. 28, 2018

Notes to Financial Statements

Note 3 - 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 from operations, 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 plan described in the preceding paragraph and eventually attain profitable operations. The accompanying financial statements do not include any adjustments that may be necessary if 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.

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Related Party Transactions

9 Months Ended

Feb. 28, 2018

Notes to Financial Statements

Note 4 - Related Party Transactions

Notes Payable – Related Parties

During the nine months ended February 28, 2018, the Company borrowed $6,000 from our officer for working capital and converted an existing accounts payable to our officer of $7,746 to a note payable. As at February 28, 2018, the total amount owed to this officer was $213,174. Of this amount, $57,500 of the loan is at 10% interest and was to be repaid by June 28, 2017 and currently is in default. $71,902 of the loan is at 10% interest, and $83,772 of the loan is at 0% interest. Both of the loans were to be repaid by December 31, 2016 and are currently in default.

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Convertible Debt

9 Months Ended

Feb. 28, 2018

Notes to Financial Statements

Note 5 - Convertible Debt

The Company had the following convertible notes payable outstanding as of February 28, 2018 and May 31, 2017:

	February 28,		May 31,
	2018		2017
JSJ Investments	$	36,818	$	73,258
		36,818		73,258
Less: debt discount and deferred financing cost		-		(11,539	)
		36,818		61,719
Less: current portion of convertible notes payable		36,818		61,719
Long-term convertible notes payable	$	-	$	-

Typenex Co

On July 24, 2015, the Company received financing in the amount of $93,000 from Typenex Co-Investment, LLC with $13,000 cash discount to the lender and incurred $8,000 in financing costs to third parties. The deferred financing costs were amortized over the life of the note using the effective interest method. The $93,000 bears an 8% interest rate and matured in nine months. The holder shall be entitled to convert any portion of the outstanding and unpaid conversion amount in to fully paid and non-assessable shares of common stock. Conversion price is 50% of the average of the three lowest closing bid prices for the 15 previous consecutive trading days prior to the payment date. The Company may prepay the note at any time at an amount equal to 120% of the outstanding principal and the accrued and unpaid interest. The note was discounted for a derivative (see note 6 for details) and the discount is being amortized over the life of the note using the effective interest method. On July 8, 2016, the Company made a payment of 50% of the balance then due in the amount of $57,000. The payment of $57,000 was applied to an interest penalty and accrued interest. The Company entered into a Forbearance Agreement with Typenex regarding conversion of the balance of $57,000 debt into shares of common stock at an agreed upon discount and frequency of conversions. During the nine months ended February 28, 2018, 27,575,932 shares of common stock were issued based on the True-Up conversion. We accounted for the true-up provision as a derivative. As of February 28, 2018 and May 31, 2017, the Company had Convertible notes of $0 and accrued interest of $0. During the nine months ended February 28, 2018 and 2017, the Company recognized interest expense of $0 and $55,796, respectively.

JSJ Investments

On October 13, 2016, the Company received financing in the amount of $85,500 from JSJ Investments with $5,000 original issue discount and incurred $8,000 in financing costs. The original issue discount and financing costs are being amortized over the life of the note using the effective interest method. The $85,500 bears 10% interest and matured on July 13, 2017. The note is currently in default. The holder shall be entitled to convert any portion of the outstanding and unpaid conversion amount into fully paid and non-assessable shares of common Stock. The conversion price is the 45% discount to the lowest traded price during the previous 20 trading days to the date of a conversion notice. The Company may redeem the note at rates ranging from 125% to 150% depending on the redemption date. The note was discounted for a derivative (see note 6 for details) and the discount is being amortized over the life of the note using the effective interest method. The Company amortized discount and financing costs of $11,539 for the nine months ended February 28, 2018. During the year ended May 31, 2017, the note of $36,440 was converted into 98,887,236 shares of common stock. During the nine months ended February 28, 2018 and 2017, the Company recognized interest expense of $5,563 and $3,233. As of February 28, 2018 and May 31, 2017, the Company had accrued interest of $10,918 and $5,355, respectively.

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Derivative Liability

9 Months Ended

Feb. 28, 2018

Notes to Financial Statements

Note 6 - Derivative Liability

The Company analyzed the conversion options for derivative accounting consideration under ASC 815, Derivatives and Hedging, and determined that the instrument 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 following table summarizes the derivative liabilities included in the balance sheet at February 28, 2018:

Balance - May 31, 2017	$	90,986
Loss on change in fair value of the derivative		296,311
Settled upon conversion of debt		(169,605	)
Balance - February 28, 2018	$	217,692

The following table summarizes the gain/loss on derivative liability included in the income statement for the periods ended February 28, 2018 and 2017, respectively.

	Nine Months Ended
	February 28,
	2018		2017
Day one loss due to derivatives on convertible debt	$	-	$	87,124
(Gain) loss on change in fair value of the derivative		296,311		(1,663,266	)
	$	296,311	$	(1,576,142	)

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:

	February 28,	May 31,
	2018	2017
Expected term	0.02 - 3.08 years	0.12 - 4.08 years
Expected average volatility	239% - 362%	108% - 315%
Expected dividend yield	-	-
Risk-free interest rate	0.83% - 2.42%	0.34% - 1.62%

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Equity Transactions

9 Months Ended

Feb. 28, 2018

Notes to Financial Statements

Note 7 - Equity Transactions

Preferred Stock

Series A Preferred Stock

The Company is authorized to issue 2,000,000 shares of series A Preferred Stock at a par value of $0.0001. The Series A Preferred Stock has voting rights equal to 1,000 votes for each 1 share of common stock owned. The Series A Preferred Stock shall have no liquidation preference over any other class of stock and there will be no dividends due or payable on the Series A Preferred Stock.

There were no issuances of the Series A Preferred Stock during the nine months ended February 28, 2018.

Series B Convertible 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 converts into Common Stock at a ratio of 1:1,000. However, the Series B may not be converted for a period of 12 months.

On December 22, 2017, the board of directors approved the issuance of Preferred Stock to four officers as compensation of $15,000 per officer as follows,

· 1,678 shares of Series B Convertible Preferred Stock for a value of $1,620

· 191,226 shares of Series C Convertible Preferred Stock for a value of $12,186

· 4,784,000 shares of Series E Convertible Preferred Stock for a value of $46,194

As of February 28, 2018 and May 31, 2017, 150,000 and 148,322 shares of Series B Convertible Preferred Stock were issued and outstanding, respectively.

Series C Convertible 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 share owned. The Company evaluated the conversion feature and concluded that it did not qualify as a derivative transaction. The Company evaluated the convertible preferred stock under FASB ACS 470-20-30 and determined it does not contain a beneficial conversion feature.

On December 22, 2017, the board of directors approved the issuance of Preferred Stock to four officers as compensation of $15,000 per officer as follows,

· 1,678 shares of Series B Convertible Preferred Stock for a value of $1,620

· 191,226 shares of Series C Convertible Preferred Stock for a value of $12,186

· 4,784,000 shares of Series E Convertible Preferred Stock for a value of $46,194

As of February 28, 2018 and May 31, 2017, 250,000 and 58,774 shares of Series C Convertible Preferred Stock were issued and outstanding, respectively.

Series D Convertible Preferred Stock

On June 13, 2016, pursuant to its Articles of Incorporation and Bylaws, the Board of Directors of the Company, unanimously approved the designation of a new series of preferred stock, "Series D Convertible Preferred Stock.

The Company is authorized to issue 10,000,000 shares of Series D Preferred Stock at a par value of $0.0001.

The Series D Preferred Stock shall have no liquidation preference over any other class of stock and there will be no dividends due or payable on the Series D Preferred Stock,

Beginning January 1, 2017, each holder of shares of Series D Preferred Stock may, at any time and from time to time, convert each of its shares of Series D Preferred Stock into a 15 fully paid and nonassessable shares of common stock.

Beginning January 1, 2018, the Company may convert shares of Series D Preferred Stock at any time and from time to time, each of its shares of Series D Preferred Stock into 15 of fully paid and nonassessable shares of common stock.

There were no issuances of the Series D Preferred Stock during the nine months ended February 28, 2018.

Series E Convertible Preferred Stock

The Company is authorized to issue 15,000,000 shares of Series E Convertible 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 Convertible Preferred Stock may at any time convert to shares of common stock, thereafter, the Company may elect to convert any outstanding stock at any time without notice to the shareholders. The Company evaluated the conversion feature and concluded that it did not qualify as a derivative transaction. The Company evaluated the convertible preferred stock under FASB ACS 470-20-30 and determined it does not contain a beneficial conversion feature.

On December 22, 2017, the board of directors approved the issuance of Preferred Stock to four officers as compensation of $15,000 per officer as follows,

· 1,678 shares of Series B Convertible Preferred Stock for a value of $1,620

· 191,226 shares of Series C Convertible Preferred Stock for a value of $12,186

· 4,784,000 shares of Series E Convertible Preferred Stock for a value of $46,194

During the nine months ended February 28, 2018, 10,500 shares of Series E Convertible Preferred Stock were converted at rate of 1 preferred share to 10 common shares, resulting in the issuance of 105,000 shares of common stock.

As of February 28, 2018 and May 31, 2017, 14,989,500 and 10,216,000 shares of Series E Convertible Preferred Stock were issued and outstanding, respectively.

Common stock

During the nine months ended February 28, 2018, the Company issued common stock as follows,

· 98,887,236 common shares for the conversion of debt and accrued interest of $36,440.

· 27,575,932 common shares for the True-Up conversion.

· 10,500 shares of Series E Convertible Preferred Stock were converted at rate of 1 preferred share to 10 common shares, resulting in the issuance of 105,000 shares of common stock.

· 30,000,000 common shares for consulting services valued at $30,000

As of February 28, 2018 and May 31, 2017, 537,774,616 and 381,206,448 shares of common stock were issued and outstanding, respectively.

Warrants

On September 29, 2015, the Company granted 1,000,000 warrants to Vista Capital Investments, LLC, in exchange for interest owed of $12,222, and recognized a loss on debt settlement of $16,778. Warrants 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 36,933,026 shares of common stock at $0.00028 per share. Each warrant is exercisable into one share of common stock.

The following table summarizes information relating to outstanding and exercisable warrants as of February 28, 2018:

Warrants Outstanding					Warrants Exercisable
Number of Shares		Weighted Average Remaining Contractual life (in years)	Weighted Average Exercise Price		Number of Shares		Weighted Average Exercise Price
	36,933,026	2.59 years	$	0.0003		36,933,026	$	0.0003

The following table summarizes warrant activity for the nine months ended February 28, 2018:

	Number of shares		Weighted Average Exercise Price		Weighted Average Life (years)
Outstanding, May 31, 2017		15,388,761	$	0.0007	3.33 years
Reset features		21,544,265		0.0003	3.08 years
Forfeited		-		-		-
Exercised		-		-		-
Outstanding, February 28, 2018		36,933,026	$	0.0003	2.59 years

Aggregate intrinsic value is the sum of the amounts by which the quoted market price of the Company's stock exceeded the exercise price of the stock options at February 28, 2018, for those stock options for which the quoted market price was in excess of the exercise price ("in-the-money options"). As of February 28, 2018, the aggregate intrinsic value of options outstanding was approximately $45,243 based on the closing market price of $0.0015 on February 28, 2018.

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Commitments and Contingencies

9 Months Ended

Feb. 28, 2018

Notes to Financial Statements

Note 8 - Commitments and Contingencies

Agreements

On December 21, 2017, the Company entered into a consulting agreement for the term of 1 year. The Company shall issue 80,000,000 shares of common stock valued at $80,000. 15,000,000 shares were immediately issued, and the remaining 65,000,000 shares shall be issued if the consultant makes achievements (” Hurdle”). If the consultant fails to achieve Hurdle within 9 months, the Company shall have the right to redeem 65,000,000 shares.

On December 21, 2017, the Company entered into a consulting agreement for the term of 1 year. The Company shall issue 120,000,000 shares of common stock valued at $12,000. 15,000,000 shares were immediately issued, and the remaining 105,000,000 shares shall be issued if the consultant makes achievements (” Hurdle”). If the consultant fails to achieve Hurdle within 9 months, the Company shall have the right to redeem 90,000,000 shares.

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Subsequent events

9 Months Ended

Feb. 28, 2018

Notes to Financial Statements

Note 9 - Subsequent Events

In January 2018, our co-packer in Los Angeles gave us notice that they no longer have the capacity to continue producing our product on their equipment due to having taken on larger projects that will require their full production capacity, eliminating their ability to provide services to Nate’s Food Co. Since that time we have continued to discuss moving our production equipment to another co-packer so that we can resume production. As a consequence, we have also temporarily closed all on-line sales activities until such time as we are back in full production at another facility.

In January 2018, we signed distribution agreements with a major food distribution company, Kreative Brokeage Group and we anticipate that they will be successful in getting our product placed in the major retail chains they distribute product to over the next 18 months.

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Significant Accounting Policies (Policies)

9 Months Ended

Feb. 28, 2018

Significant Accounting Policies Policies

Use of Estimates

The preparation of financial statements under 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.

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 February 28, 2018, and May 31, 2017, measured at fair value on a recurring basis:

February 28, 2018	Level 1		Level 2		Level 3		Total
Liabilities
Derivative liabilities		-		-	$	217,692	$	217,692

May 31, 2017	Level 1		Level 2		Level 3		Total
Liabilities
Derivative liabilities		-		-	$	90,986	$	90,986

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Significant Accounting Policies (Tables)

9 Months Ended

Feb. 28, 2018

Significant Accounting Policies Tables

Summarizes of fair value measurements level

The following table summarizes fair value measurements by level at February 28, 2018, and May 31, 2017, measured at fair value on a recurring basis:

February 28, 2018	Level 1		Level 2		Level 3		Total
Liabilities
Derivative liabilities		-		-	$	217,692	$	217,692

May 31, 2017	Level 1		Level 2		Level 3		Total
Liabilities
Derivative liabilities		-		-	$	90,986	$	90,986

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Convertible Debt (Tables)

9 Months Ended

Feb. 28, 2018

Convertible Debt Tables

Convertible notes payable

	February 28,		May 31,
	2018		2017
JSJ Investments	$	36,818	$	73,258
		36,818		73,258
Less: debt discount and deferred financing cost		-		(11,539	)
		36,818		61,719
Less: current portion of convertible notes payable		36,818		61,719
Long-term convertible notes payable	$	-	$	-

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Derivative Liability (Tables)

9 Months Ended

Feb. 28, 2018

Derivative Liability Tables

Summarizes of derivative liabilities

Balance - May 31, 2017	$	90,986
Loss on change in fair value of the derivative		296,311
Settled upon conversion of debt		(169,605	)
Balance - February 28, 2018	$	217,692

Summarizes of gain/ loss on derivative liability in income statement

	Nine Months Ended
	February 28,
	2018		2017
Day one loss due to derivatives on convertible debt	$	-	$	87,124
(Gain) loss on change in fair value of the derivative		296,311		(1,663,266	)
	$	296,311	$	(1,576,142	)

Schedule of value of option liability at each measurement date

	February 28,	May 31,
	2018	2017
Expected term	0.02 - 3.08 years	0.12 - 4.08 years
Expected average volatility	239% - 362%	108% - 315%
Expected dividend yield	-	-
Risk-free interest rate	0.83% - 2.42%	0.34% - 1.62%

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Equity Transactions (Tables)

9 Months Ended

Feb. 28, 2018

Equity Transactions Tables

Schedule of outstanding and exercisable warrants

Warrants Outstanding					Warrants Exercisable
Number of Shares		Weighted Average Remaining Contractual life (in years)	Weighted Average Exercise Price		Number of Shares		Weighted Average Exercise Price
	36,933,026	2.59 years	$	0.0003		36,933,026	$	0.0003

Schedule of warrant activity

	Number of shares		Weighted Average Exercise Price		Weighted Average Life (years)
Outstanding, May 31, 2017		15,388,761	$	0.0007	3.33 years
Reset features		21,544,265		0.0003	3.08 years
Forfeited		-		-		-
Exercised		-		-		-
Outstanding, February 28, 2018		36,933,026	$	0.0003	2.59 years

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Description of Company and Basis of Presentation (Details Narrative)	9 Months Ended
	Feb. 28, 2018
Description Of Company And Basis Of Presentation Details Narrative
State of incorporation	Colorado
Date of incorporation	Jan. 12, 2000

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Significant Accounting Policies (Details) - USD ($)	Feb. 28, 2018	May 31, 2017
Liabilities
Derivative liabilities	$ 217,692	$ 90,986
Fair Value, Measurements, Recurring [Member] | Fair Value, Inputs, Level 1 [Member]
Liabilities
Derivative liabilities
Fair Value, Measurements, Recurring [Member] | Fair Value, Inputs, Level 2 [Member]
Liabilities
Derivative liabilities
Fair Value, Measurements, Recurring [Member] | Fair Value, Inputs, Level 3 [Member]
Liabilities
Derivative liabilities	$ 217,692	$ 90,986

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Related Party Transactions (Details Narrative) - USD ($)	9 Months Ended
	Feb. 28, 2018	Feb. 28, 2017	May 31, 2017
Proceeds from notes payable - related party	$ 6,000	$ 57,000
Reclassification of accounts payable to notes payable - related party	7,746	$ 9,640
Notes payable - related parties, current portion	213,174		$ 199,428
Four Officer [Member]
Proceeds from notes payable - related party	6,000
Reclassification of accounts payable to notes payable - related party	7,746
Notes payable - related parties, current portion	$ 213,174
Repayment of loan maturity date	Jun. 28, 2017
Four Officer [Member] | Interest Rate Ten Percent [Member]
Amount owed to related Party	$ 57,500
Interest rate on loan	10.00%
Four Officer [Member] | Interest Rate Ten Percent One [Member]
Amount owed to related Party	$ 71,902
Interest rate on loan	10.00%
Four Officer [Member] | Interest Rate Zero Percent [Member]
Amount owed to related Party	$ 83,772
Interest rate on loan	0.00%

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Convertible Debt (Details) - USD ($)	Feb. 28, 2018	May 31, 2017
Total	$ 36,818	$ 73,258
Less: debt discount and deferred financing cost		(11,539)
Convertible notes payable	36,818	61,719
Less: current portion of convertible notes payable	36,818	61,719
Long-term convertible notes payable
JSJ Investments [Member]
Total	$ 36,818	$ 73,258

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Convertible Debt (Details Narrative)

1 Months Ended

3 Months Ended

9 Months Ended

Oct. 13, 2016

USD ($)

Integer

Jul. 24, 2015

USD ($)

Integer

May 31, 2017

USD ($)

shares

Feb. 28, 2018

USD ($)

shares

Feb. 28, 2017

USD ($)

Jul. 08, 2016

USD ($)

JSJ Investments [Member]

Accrued Interest

$ 5,355

$ 10,918

JSJ Investments [Member] | Convertible Debt [Member]

Amount of financing received

$ 85,500

Interest rate

10.00%

Conversion price, percentage

45.00%

Number of trading days | Integer

20

Interest expense

$ 85,500

$ 5,563

$ 3,233

Conversion price description

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.

Maturity date

Jul. 13, 2017

Debt discount

$ 5,000

Financing costs

$ 8,000

$ 11,539

Percentage of outstanding principal and accrued unpaid interest

125.00%

Amount of notes converted

$ 36,440

Common shares issued upon conversion of debt | shares

98,887,236

Percentage of outstanding principal and accrued unpaid interest after 90 days

150.00%

Typenex Co [Member]

Interest expense

$ 0

$ 55,796

Typenex Co [Member] | Convertible Debt [Member]

Amount of financing received

$ 93,000

Interest rate

8.00%

Number of trading days | Integer

15

Interest expense

$ 93,000

Conversion price description

Conversion price is 50% of the average of the three lowest closing bid prices for the 15 previous consecutive trading days prior to the payment date. The Company may prepay the note at any time at an amount equal to 120% of the outstanding principal and the accrued and unpaid interest.

Debt discount

$ 13,000

Financing costs

$ 8,000

Percentage of outstanding principal and accrued unpaid interest

120.00%

Percentage of closing bid prices

50.00%

Common shares issued upon conversion of debt | shares

27,575,932

Interest penalty and accrued interest

$ 57,000

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Derivative Liability (Details) - USD ($)	9 Months Ended
	Feb. 28, 2018	Feb. 28, 2017
Derivative Liability Details
Derivative liabilities, Beginning balance	$ 90,986
Loss on change in fair value of the derivative	296,311	$ (1,663,266)
Settled upon conversion of debt	(169,605)
Derivative liabilities, Ending balance	$ 217,692

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Derivative Liability (Details 1) - USD ($)	3 Months Ended		9 Months Ended
	Feb. 28, 2018	Feb. 28, 2017	Feb. 28, 2018	Feb. 28, 2017
Derivative Liability Details 1
Day one loss due to derivatives on convertible debt				$ 87,124
(Gain) loss on change in fair value of the derivative			296,311	(1,663,266)
Net loss on derivative liability	$ 36,981	$ (162,040)	$ 296,311	$ (1,576,142)

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Derivative Liability (Details 2)	9 Months Ended	12 Months Ended
	Feb. 28, 2018	May 31, 2017
Derivative [Line Items]
Expected dividend yield
Minimum [Member]
Derivative [Line Items]
Expected term	7 days	1 month 13 days
Expected average volatility	239.00%	108.24%
Risk-free interest rate	0.83%	0.34%
Maximum [Member]
Derivative [Line Items]
Expected term	3 years 29 days	4 years 29 days
Expected average volatility	362.00%	314.75%
Risk-free interest rate	2.42%	1.62%

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Equity Transactions (Details) - Warrant [Member] - $ / shares	9 Months Ended
	Feb. 28, 2018	May 31, 2017
Warrants Outstanding, Number of Shares	36,933,026	15,388,761
Warrants Outstanding, Weighted Average Remaining Contractual life (in years)	2 years 7 months 2 days
Warrants Outstanding, Weighted Average Exercise Price	$ 0.0003	$ 0.0007
Warrants Exercisable, Number of Shares	36,933,026
Warrants Exercisable, Weighted Average Exercise Price	$ 0.0003

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Equity Transactions (Details 1) - Warrant [Member]	9 Months Ended
	Feb. 28, 2018 $ / shares shares
Outstanding, Beginning balance | shares	15,388,761
Reset features | shares	21,544,265
Forfeited | shares
Exercised | shares
Outstanding, Ending balance | shares	36,933,026
Weighted Average Exercise Price
Outstanding, Beginning | $ / shares	$ 0.0007
Reset features | $ / shares	0.0003
Forfeited | $ / shares
Exercised | $ / shares
Outstanding, Ending | $ / shares	$ 0.0003
Weighted Average Life (years)
Outstanding, Beginning	3 years 3 months 29 days
Reset features	3 years 29 days
Outstanding, Ending	2 years 7 months 2 days

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Equity Transactions (Details Narrative) - USD ($)

1 Months Ended

9 Months Ended

Dec. 22, 2017

Sep. 29, 2015

Feb. 28, 2018

May 31, 2017

Equity Transaction [Line Items]

Common stock, shares issued

537,774,616

381,206,448

Common stock, shares outstanding

537,774,616

381,206,448

Aggregate intrinsic value of options outstanding

$ 45,243

Options, closing market price

$ 0.0015

Vista Capital [Member]

Equity Transaction [Line Items]

Number of warrants granted

1,000,000

Amount of interest owed

$ 12,222

Loss on settlement of debt

$ 16,778

Number of warrants exercisable into common stock

1,000,000

36,933,026

Term of warrants exercisable

5 years

Exercise price of warrants exercisable

$ 0.05

$ 0.00028

Series E Convertible Preferred Stock [Member]

Equity Transaction [Line Items]

Preferred stock, shares issued

14,989,500

10,216,000

Convertible preferred stock, shares issued upon conversion

10,500

Convertible preferred stock, terms of conversion

10,500 shares of Series E Convertible Preferred Stock were converted at rate of 1 preferred share to 10 common shares, resulting in the issuance of 105,000 shares of common stock.

Preferred stock, shares outstanding

14,989,500

10,216,000

Series E Convertible Preferred Stock [Member] | Four Officer [Member]

Equity Transaction [Line Items]

Preferred stock, shares issued

4,784,000

Preferred stock, valued

$ 46,194

Compensation, per Officers

$ 15,000

Series E Convertible Preferred Stock Two [Member] | Four Officer [Member]

Equity Transaction [Line Items]

Preferred stock, shares issued

4,784,000

Preferred stock, valued

$ 46,194

Series C Convertible Preferred Stock Two [Member] | Four Officer [Member]

Equity Transaction [Line Items]

Preferred stock, shares issued

191,226

Preferred stock, valued

$ 12,186

Series B Convertible Preferred Stock Two [Member] | Four Officer [Member]

Equity Transaction [Line Items]

Preferred stock, shares issued

1,678

Preferred stock, valued

$ 1,620

Series E Preferred Stock [Member]

Equity Transaction [Line Items]

Preferred stock, par value

$ 0.0001

$ 0.0001

Preferred stock, shares authorized

15,000,000

15,000,000

Preferred stock, shares issued

14,989,500

10,216,000

Preferred stock, valued

$ 1,499

$ 1,021

Preferred stock, shares outstanding

14,989,500

10,216,000

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

Series D Preferred Stock [Member]

Equity Transaction [Line Items]

Preferred stock, par value

$ 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, valued

$ 635

$ 635

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 C Convertible Preferred Stock [Member]

Equity Transaction [Line Items]

Preferred stock, shares issued

250,000

58,774

Preferred stock, shares outstanding

250,000

58,774

Series C Convertible Preferred Stock [Member] | Four Officer [Member]

Equity Transaction [Line Items]

Preferred stock, shares issued

191,226

Preferred stock, valued

$ 12,186

Compensation, per Officers

$ 15,000

Series E Convertible Preferred Stock One [Member] | Four Officer [Member]

Equity Transaction [Line Items]

Preferred stock, shares issued

4,784,000

Preferred stock, valued

$ 46,194

Series C Convertible Preferred Stock One [Member] | Four Officer [Member]

Equity Transaction [Line Items]

Preferred stock, shares issued

191,226

Preferred stock, valued

$ 12,186

Series B Convertible Preferred Stock One [Member] | Four Officer [Member]

Equity Transaction [Line Items]

Preferred stock, shares issued

1,678

Preferred stock, valued

$ 1,620

Series C preferred stock [Member]

Equity Transaction [Line Items]

Preferred stock, par value

$ 1.00

$ 1.00

Preferred stock, shares authorized

250,000

250,000

Preferred stock, shares issued

250,000

58,774

Preferred stock, valued

$ 250,000

$ 58,774

Preferred stock, shares outstanding

250,000

58,774

Preferred stock, conversion ratio

The Preferred Stock can be converted to common stock, at a conversion rate of 66 common shares for each preferred stock

Series B Convertible Preferred Stock [Member]

Equity Transaction [Line Items]

Preferred stock, shares issued

150,000

148,322

Preferred stock, shares outstanding

150,000

148,322

Series B Convertible Preferred Stock [Member] | Four Officer [Member]

Equity Transaction [Line Items]

Preferred stock, shares issued

1,678

Preferred stock, valued

$ 1,620

Compensation, per Officers

$ 15,000

Series B Preferred Stock [Member]

Equity Transaction [Line Items]

Preferred stock, par value

$ 0.0001

$ 0.0001

Preferred stock, shares authorized

150,000

150,000

Preferred stock, shares issued

150,000

148,322

Preferred stock, valued

$ 15

$ 15

Preferred stock, shares outstanding

150,000

148,322

Preferred stock, conversion ratio

The Series B Preferred converts into Common Stock at a ratio of 1:1,000. However, the Series B may not be converted for a period of 12 months

Series A Preferred Stock [Member]

Equity Transaction [Line Items]

Preferred stock, par value

$ 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, valued

$ 194

$ 194

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 owned.

Common Stock [Member]

Equity Transaction [Line Items]

Common shares issued upon conversion of debt

98,887,236

Amount of debt and accrued interest converted

$ 36,440

Common shares issued for services, shares

30,000,000

Common shares issued for services, value

$ 30,000

Common Stock [Member] | True-Up conversion [Member]

Equity Transaction [Line Items]

Common shares issued upon conversion of debt

27,575,932

Common Stock [Member] | Series E Convertible Preferred Stock [Member]

Equity Transaction [Line Items]

Convertible preferred stock, shares issued upon conversion

10,500

Convertible preferred stock, terms of conversion

10,500 shares of Series E Convertible Preferred Stock were converted at rate of 1 preferred share to 10 common shares, resulting in the issuance of 105,000 shares of common stock.

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Commitments and Contingencies (Details Narrative) - USD ($)

1 Months Ended

Dec. 21, 2017

Feb. 28, 2018

May 31, 2017

Common stock, shares issued

537,774,616

381,206,448

Consulting Agreement [Member]

Common stock, shares to be issued

80,000,000

Common stock, value to be issued

$ 80,000

Term of agreement

1 year

Common stock, shares issued

15,000,000

Common stock, shares issuance, description

15,000,000 shares were immediately issued, and the remaining 65,000,000 shares shall be issued if the consultant makes achievements (” Hurdle”). If the consultant fails to achieve Hurdle within 9 months, the Company shall have the right to redeem 65,000,000 shares.

Consulting Agreement One[Member]

Common stock, shares to be issued

120,000,000

Common stock, value to be issued

$ 12,000

Term of agreement

1 year

Common stock, shares issued

15,000,000

Common stock, shares issuance, description

15,000,000 shares were immediately issued, and the remaining 105,000,000 shares shall be issued if the consultant makes achievements (” Hurdle”). If the consultant fails to achieve Hurdle within 9 months, the Company shall have the right to redeem 90,000,000 shares.