10-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

(Mark One)

☒	ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended May 31, 2021
☐	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)	(I.R.S. Employer Identification No.)

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

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

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

Title of Each Class	Name of Each Exchange On Which Registered
N/A	N/A

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

Common Stock, $0.001 par value per share

(Title of class)

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

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

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

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

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

The aggregate market value of Common Stock held by non-affiliates of the Registrant on November 30, 2020, was approximately $850,000 based on a $0.0006 average bid and asked price of such common equity, as of the last business day of the registrant’s most recently completed second fiscal quarter.

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

537,774,616 common shares as of July 26, 2021.

DOCUMENTS INCORPORATED BY REFERENCE

None.

TABLE OF CONTENTS

Item 1.	Business	3
Item 1A.	Risk Factors	6
Item 1B.	Unresolved Staff Comments	7
Item 2.	Properties	7
Item 3.	Legal Proceedings	7
Item 4.	Mine Safety Disclosures	7
Item 5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	7
Item 6.	[Reserved]	8
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	8
Item 7A.	Quantitative and Qualitative Disclosures About Market Risk	11
Item 8.	Financial Statements and Supplementary Data	12
Item 9.	Changes in and Disagreements With Accountants on Accounting and Financial Disclosure	13
Item 9A.	Controls and Procedures	13
Item 9B.	Other Information	14
Item 10.	Directors, Executive Officers and Corporate Governance	15
Item 11.	Executive Compensation	18
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	19
Item 13.	Certain Relationships and Related Transactions, and Director Independence	21
Item 14.	Principal Accounting Fees and Services	21
Item 15.	Exhibits and Financial Statement Schedules	22

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PART I

Item 1. Business

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

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

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

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

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

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 an early 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.

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

Our Current 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.

At present, we do not have any ongoing production of Nate’s Homemade Pancake and Waffle Batter due to the lack of a production facility. Our production has been temporarily suspended and our equipment placed in storage until we have sufficient financial resources to resume production, either in manufacturing facility of our own or by working with a copacker as we have done in the past.

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License Agreement

Term

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

Payments/Royalty

Under the terms of the license agreement, our company was required to pay a royalty equal to Three Percent (3%) of the Gross Revenue from the licensed products. Gross revenue is defined as total revenue minus discounts and allowances. The license required that we pay a minimum monthly fee of $7,500 beginning twelve (12) months from the execution of the license agreement (June 1, 2015) which is against the 3% royalty. The fee began accruing on June 1, 2015.

Due to the production halt and subsequent buy-out in January 2018, there were no amounts accrued with respect to any accrued royalty payments as at May 31, 2021 and May 31, 2020.

Product Ordering

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

Our Product

Through Nate’s Homemade 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 and we have developed three flavors for our pancake and waffle mix. Once we have resumed production, we plan to continue to expand into other baked goods and other non-breakfast areas.

Our Customers

Prior to suspending production, our products were being sold across the United States to a variety of customers through our online store at www.nateshomemade.com. At present, we have no ongoing sales activities since production is suspended, and we have stopped using the website, www.nateshomemade.com.

When we were in production, we delivered samples of our products to retail chains such as Wal-Mart, Target, Sam’s Club, Costco, Kroger, BJ’s and Albertson’s and in retail stores and evaluate their interest of our product.

Sales and Marketing

Since suspending all production activity, we have also suspended our sales and marketing activity. We anticipate resuming production as well as sales and marketing activity in the future when we have the necessary financial resources.

Manufacturing and Distribution

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

We currently have suspended all production, sales, marketing and distribution activities until such time as we have the financial resources necessary to resume production.

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Seasonality

Sales of our products were not seasonal, and were generally evenly distributed throughout the year.

Competition

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

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

Compliance with Government Regulation

Food-Related Regulations

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

· regulates holding, distribution and manufacturing practices for food ingredients and foods through its current good manufacturing practices regulations and periodically inspects manufacturing facilities to audit compliance;

· specifies the standards of identity for certain foods, including many of the products we sell; and

· prescribes the format and content of certain information required to appear on food product labels.

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

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

In September 2015, FDA released final rules implementing the Produce Safety and Current Good Manufacturing Practices, Hazard Analysis and Risk Based Preventive Controls (HARPC) requirements for human food and animal food, which was a major milestone in the implementation of FSMA. The final rules revise the FDA’s food safety regulations by: (1) codifying good agricultural practices and water fertilizer action limits, (2) updating and revising certain requirements in the existing current good manufacturing practices regulations (current 21 CFR Part 110), (3) requiring the establishment and implementation of a food safety system that includes an analysis of hazards and risk-based preventive controls and sets requirements for a written food safety plan, and (4) adding new requirements for a risk-based end-to-end supply chain program. Compliance is required by September 19, 2016, with respect to the new good manufacturing practices and HARPC regulations, and by January 2017, with respect to the new produce safety rules. We remained in full compliance with all relevant manufacturing and production safety rules and regulations until we suspended all production activities in 2018.

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

Labeling Regulations

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

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

Intellectual Property

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

Employees

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

WHERE YOU CAN FIND MORE INFORMATION

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

Item 1A. Risk Factors

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

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Item 1B. Unresolved Staff Comments

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

Item 2. Properties

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

Item 3. Legal Proceedings

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

Item 4. Mine Safety Disclosures

Not applicable.

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

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

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

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

Quarter Ended:	High		Low
May 31, 2021	$	0.0020	$	0.0002
February 28, 2021		0.0025		0.0005
November 30, 2020		0.0011		0.0004
August 31, 2020		0.0008		0.0002
May 31, 2020		0.0007		0.0002
February 29, 2020		0.0009		0.0003
November 30, 2019		0.0015		0.0004
August 31, 2019	$	0.0014	$	0.0007

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

As of July 20, 2021, the shareholders’ list showed 21 registered shareholders with 537,774,616 common shares outstanding.

Dividend Policy

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

Equity Compensation Plan Information

We do not have any equity compensation plans.

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

We did not sell any equity securities which were not registered under the Securities Act during the year ended May 31, 2021, that were not otherwise disclosed on our quarterly reports on Form 10-Q or our current reports on Form 8-K filed during the year ended May 31, 2021.

Purchase of Equity Securities by the Issuer and Affiliated Purchasers

We did not purchase any of our shares of common stock or other securities during our fiscal years ended May 31, 2021 and 2020.

Item 6. [Reserved]

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

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

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

Plan of Operations and Liquidity Requirements

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

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

8

Results of Operations - Years Ended May 31, 2021 and 2020

The following summary of our results of operations should be read in conjunction with our financial statements for the years ended May 31, 2021 and 2020, which are included herein.

Our operating results for the years ended May 31, 2021 and 2020 and the changes between those periods for the respective items are summarized as follows:

	Year Ended
	May 31,
	2021			2020			Change
Revenue	$	1,758		$	-		$	1,758
Cost of goods sold		456			-			456
Gross profit		1,302			-			1,302
Operating expenses		22,434			23,245			(811	)
Other (income) expenses		(1,164,026	)		1,286,606			(2,450,632	)
Net income (loss)	$	1,142,894		$	(1,309,851	)	$	(2,447,927	)

Revenue

Our Company generated $1,758 in revenue with a gross profit of $1,302 or 74%, for the year ended May 31, 2021, as compared to $0 revenue with a gross profit of $0, for the year ended May 31, 2020.

Operating expenses

Our operating expenses for the year ended May 31, 2021, were $22,434 compared to $23,245 for the year ended May 31, 2020. The decrease in operating expenses was primarily as a result of a decrease in general and administrative expenses.

Other (income) expenses

During the year ended May 31, 2021, the Company recognized $1,184,178 gain on change in fair value of derivative liabilities, compared to $1,255,026 loss on fair value of derivative liabilities during the year ended May 31,2020. During the years ended May 31, 2021 and 2020, the Company recognized interest expenses of $20,152 and $31,580, respectively.

Liquidity and Financial Condition

Working Capital

	May 31,		May 31,
	2021		2020		Changes
Current Assets	$	615	$	727	$	(112	)
Current Liabilities		1,344,749		2,487,755		(1,143,006	)
Working Capital Deficiency	$	1,344,134	$	2,487,028	$	(1,142,894	)

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Cash Flows

	Year Ended
	May 31,
	2021			2020
Net cash used in operating activities	$	(4,112	)	$	(2,059	)
Net cash used in investing activities		-			-
Net cash provided by financing activities		4,000			2,500
Net change in cash	$	(112	)	$	441

The current assets as of May 31, 2021 and 2020, were all from cash at bank account of $615 and $727, respectively.

Our total current liabilities as of May 31, 2021, were $1,344,749 as compared to total current liabilities of $2,487,755 as of May 31, 2020. The decrease in current liabilities was primarily due to a decrease in value of derivative liabilities of $1,184,178 offset by an increase in accrued interest of $7,259, accrued interest-related parties of $12,894 and notes payable -related party of $21,019.

Operating Activities

Net cash used in operating activities was $4,112 for the year ended May 31, 2021, compared with net cash used in operating activities of $2,059 for the year ended May 31, 2020.

Investing Activities

During the years ended May 31, 2021, and 2020, our company did not have any investing activities.

Financing Activities

Net cash from financing activities was $4,000 for the year ended May 31, 2021, compared to $2,500 from financing activities for the year ended May 31, 2020, primarily due to a decrease in proceeds from notes payable – related parties.

Contractual Obligations

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

Going Concern

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

The ability of our 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 our company is unable to continue as a going concern.

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

10

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

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

Off-Balance Sheet Arrangements

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

Critical Accounting Policies

The discussion and analysis of our financial condition and results of operations are based upon our financial statements, which have been prepared in accordance with the accounting principles generally accepted in the United States of America. Preparing financial statements requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue, and expenses. These estimates and assumptions are affected by management’s application of accounting policies. We believe that understanding the basis and nature of the estimates and assumptions involved with the following aspects of our financial statements is critical to an understanding of our financial statements.

Use of Estimates

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

Recent Accounting Pronouncements

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

Item 7A. Quantitative and Qualitative Disclosures About Market Risk

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

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Item 8. Financial Statements and Supplementary Data

NATE’S FOOD CO.

AUDITED FINANCIAL STATEMENTS

May 31, 2021 and 2020

TABLE OF CONTENTS

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM	F-1
FINANCIAL STATEMENTS:
Balance Sheets	F-2
Statements of Operations	F-3
Statements of Changes in Stockholders’ Deficit	F-4
Statements of Cash Flows	F-5
Notes to the Financial Statements	F-6

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Report of Independent Registered Public Accounting Firm

To the Board of Directors and Stockholders

Nate’s Food Co.

Huntington Beach, CA

Opinion on the Financial Statements

We have audited the accompanying balance sheets of Nate’s Food Co. (the Company) as of May 31, 2021 and 2020, and the related statements of operations, changes in stockholders’ deficit, and cash flows for the years then ended, and the related notes (collectively referred to as the financial statements). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of May 31, 2021 and 2020, and the results of its operations and its cash flows for the years then ended, in conformity with accounting principles generally accepted in the United States of America.

Going Concern Considerations

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

Basis for Opinion

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

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

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

Critical Audit Matter

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

Going Concern – Disclosure

The financial statements of the Company are prepared on a going concern basis, which assumes that the Company will continue in operation for the foreseeable future and, accordingly, will be able to realize its assets and discharge its liabilities in the normal course of operations. As noted in “Going Concern Consideration” above, the Company has a history of recurring net losses, a significant accumulated deficit and currently has net working capital deficit. At May 31, 2021, the Company had an accumulated deficit of $5,018,302. The Company has contractual obligations such as commitments for repayments of accounts and notes payable and accrued interest (collectively “obligations”). Currently management’s forecasts and related assumptions illustrate their ability to meet the obligations through planned resumption of operations, management of expenditures, obtaining additional loans from related and unrelated parties, and private placements of capital stock for additional funding to meet its operating needs. Should there be constraints on the ability to resume operations and access financing through stock issuances, the Company will continue to manage cash outflows and meet the obligations through related and unrelated party loans.

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

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

/s/ Pinnacle Accountancy Group of Utah

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

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

Pinnacle Accountancy Group of Utah

Farmington, Utah

July 27, 2021

F-1

Nate’s Food Co.

Balance Sheets

	May 31,			May 31,
	2021			2020
ASSETS
Current assets:
Cash	$	615		$	727
Total current assets		615			727
TOTAL ASSETS	$	615		$	727
LIABILITIES AND STOCKHOLDERS’ DEFICIT
Liabilities:
Current liabilities:
Accounts payable and accrued liabilities	$	298,489		$	298,489
Accrued interest		34,546			27,287
Accrued interest - related party		76,281			63,387
Notes payable - related party		361,075			340,056
Convertible notes		36,818			36,818
Derivative liability		537,540			1,721,718
Total current liabilities		1,344,749			2,487,755
Total liabilities		1,344,749			2,487,755
Stockholders’ Deficit:
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 issued and outstanding		15			15
Series C Preferred Stock, Par Value $1.00, 250,000 shares authorized, 250,000 issued and outstanding		250,000			250,000
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 issued and outstanding, respectively		1,499			1,499
Common Stock, Par Value $0.001, 1,500,000,000 shares authorized, 537,774,616 issued and outstanding, respectively		537,774			537,774
Additional paid in capital		2,884,051			2,884,051
Accumulated deficit		(5,018,302	)		(6,161,196	)
Total stockholders’ deficit		(1,344,134	)		(2,487,028	)
TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT	$	615		$	727

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

F-2

Nate’s Food Co.

Statements of Operations

	May 31, 2021			May 31, 2020
Sales	$	1,758		$	-
Cost of Goods Sold		456			-
Gross Profit		1,302			-
Operating Expenses
Selling, general and administrative	$	22,434		$	23,245
Total operating expenses		22,434			23,245
Operating Loss		(21,132	)		(23,245	)
Other (Income) Expense
(Gain) loss on change in fair value of derivative liability		(1,184,178	)		1,255,026
Interest expense		20,152			31,580
Total other (income) expenses		(1,164,026	)		1,286,606
Net Income (Loss)	$	1,142,894		$	(1,309,851	)
Net income (loss) per common share:
Basic	$	0.00		$	0.00
Diluted	$	0.00		$	0.00
Weighted average number of common shares outstanding:
Basic		537,774,616			537,774,616
Diluted		545,415,172			537,774,616

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

F-3

Nate’s Food Co.

Statements of Changes in Stockholders’ Deficit

	Preferred Stock																				Common				Additional					Total
	Series A				Series B				Series C				Series D				Series E				Stock				Paid-in		Accumulated			Stockholders’
	Shares		Amount		Shares		Amount		Shares		Amount		Shares		Amount		Shares		Amount		Shares		Amount		Capital		Deficit			Deficit
Balances May 31, 2019		1,940,153	$	194		150,000	$	15		250,000	$	250,000		6,350,000	$	635		14,989,500	$	1,499		537,774,616	$	537,774	$	2,884,051	$	(4,851,345	)	$	(1,177,177	)
Net loss		-		-		-		-		-		-		-		-		-		-		-		-		-		(1,309,851	)		(1,309,851	)
Balances May 31, 2020		1,940,153	$	194		150,000	$	15		250,000	$	250,000		6,350,000	$	635		14,989,500	$	1,499		537,774,616	$	537,774	$	2,884,051	$	(6,161,196	)	$	(2,487,028	)
Net income		-		-		-		-		-		-		-		-		-		-		-		-		-		1,142,894			1,142,894
Balances May 31, 2021		1,940,153	$	194		150,000	$	15		250,000	$	250,000		6,350,000	$	635		14,989,500	$	1,499		537,774,616	$	537,774	$	2,884,051	$	(5,018,302	)	$	(1,344,134	)

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

F-4

Nate’s Food Co.

Statements of Cash Flow

	Year Ended
	May 31,
	2021			2020
CASH FLOWS FROM OPERATING ACTIVITIES
Net Income (Loss)	$	1,142,894		$	(1,309,851	)
Adjustments to reconcile net income (loss) to net cash used in operating activities:
(Gain) loss on change in fair value of derivative liability		(1,184,178	)		1,255,026
Changes in operating assets and liabilities:
Accounts payable and accrued liabilities		17,019			32,594
Accrued interest - related party		12,894			12,892
Accrued interest		7,259			7,280
Net cash used in operating activities		(4,112	)		(2,059	)
CASH FLOWS FROM INVESTING ACTIVITIES
Net cash used in investing activities		-			-
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from notes payable - related party		4,000			2,500
Net cash provided by financing activities		4,000			2,500
Net cash increase (decrease) for the period		(112	)		441
Cash at beginning of period		727			286
Cash at end of period	$	615		$	727
Supplemental Cash Flow Disclosures
Cash paid for interest	$	-		$	-
Cash paid for income taxes	$	-		$	-
Non-Cash Investing and Financing Activity:
Reclassification of accounts payable to notes payable - related party	$	17,019		$	-

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

F-5

NATE’S FOOD CO.

NOTES TO THE FINANCIAL STATEMENTS

MAY 31, 2021 AND 2020

Note 1 – Organization and Summary of Significant Accounting Policies

Organization and Nature of Business

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

We sell a ready-to-use, pre-mixed pancake and waffle batter delivered in a pressurized can. Our current product is an original flavor of pancake and waffle batter. Currently, we have developed three flavors for our pancake and waffle mix. We suspended our operations in 2018, but plan to resume our pancake and waffle batter operations, and to expand into other baked goods and other non-breakfast areas.

Use of Estimates

The preparation of financial statements in accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. A change in managements’ estimates or assumptions could have a material impact on Nate’s Food Co. financial condition and results of operations during the period in which such changes occurred. Actual results could differ from those estimates. Nate’s Food Co.’s financial statements reflect all adjustments that management believes are necessary for the fair presentation of their financial condition and results of operations for the periods presented.

Cash and Cash Equivalents

For purposes of the statement of cash flows, the Company considers all short-term marketable securities purchased with maturity of three months or less to be cash equivalents.

Stock-Based Compensation

The Company applies ASC 718 “Compensation – Stock Compensation” to stock-based compensation to employees and non-employees, which requires the measurement of the cost of services received in exchange for an award of an equity instrument based on the grant-date fair value of the award. Compensation cost is recognized over the estimated service period (generally the vesting period) on the straight-line method. The Black-Scholes option-pricing model is used to estimate the fair value of options granted.

Revenue Recognition

The Company recognizes revenue in accordance with ASC 606, "Revenue Recognition” following the five steps procedure:

Step 1: Identify the contract(s) with customers

Step 2: Identify the performance obligations in the contract

Step 3: Determine the transaction price

Step 4: Allocate the transaction price to performance obligations

Step 5: Recognize revenue when the entity satisfies a performance obligation

F-6

The Company’s sales are derived from the sale of ready-to-use, pre-mixed pancake and waffle batter. The Company recognizes revenue at a point in time when it satisfies its obligation by transferring control of the goods to the customer. The cost of sales includes packaging-related expenses.

During the years ended May 31, 2021 and 2020, the Company recognized revenue of $1,758 and nil, respectively, for the goods that have been delivered to the customers. During the years ended May 31, 2021 and 2020, the Company incurred cost of sales of $456 and nil, respectively, resulting in gross profit of $1,302 and nil, respectively.

Income Taxes

The Company uses the asset and liability method of accounting for income taxes in accordance with ASC 740-10, “Accounting for Income Taxes.” Under this method, income tax expense is recognized for the amount of: (i) taxes payable or refundable for the current year; and, (ii) deferred tax consequences of temporary differences resulting from matters that have been recognized in an entity’s financial statements or tax returns. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the results of operations in the period that includes the enactment date. A valuation allowance is provided to reduce the deferred tax assets reported if, based on the weight of available positive and negative evidence, it is more likely than not that some portion or all of the deferred tax assets will not be realized.

ASC 740-10 prescribes a recognition threshold and measurement attribute for the financial statement recognition of a tax position taken or expected to be taken on a tax return. Under ASC 740-10, a tax benefit from an uncertain tax position taken or expected to be taken may be recognized only if it is “more likely than not” that the position is sustainable upon examination, based on its technical merits. The tax benefit of a qualifying position under ASC 740-10 would equal the largest amount of tax benefit that is greater than 50% likely of being realized upon ultimate settlement with a taxing authority having full knowledge of all the relevant information. A liability (including interest and penalties, if applicable) is established to the extent a current benefit has been recognized on a tax return for matters that are considered contingent upon the outcome of an uncertain tax position. Related interest and penalties, if any, are included as components of income tax expense and income taxes payable.

Fair Value of Financial Instruments

The Company’s financial instruments consist primarily of cash, accounts payable and accrued liabilities, convertible notes and notes payable. The carrying amounts of such financial instruments approximate their respective estimated fair value due to the short-term maturities and approximate market interest rates of these instruments.

The Company adopted ASC Topic 820, Fair Value Measurements (“ASC Topic 820”), which defines fair value, establishes a framework for measuring fair value, and expands disclosures about fair value measurements. The standard provides a consistent definition of fair value which focuses on an exit price that would be received upon sale of an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The standard also prioritizes, within the measurement of fair value, the use of market-based information over entity specific information and establishes a three-level hierarchy for fair value measurements based on the nature of inputs used in the valuation of an asset or liability as of the measurement date.

The three-level hierarchy for fair value measurements is defined as follows:

Level 1 – inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets; liabilities in active markets;

Level 2 – inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the asset or liability other than quoted prices, either directly or indirectly, including inputs in markets that are not considered to be active; or directly or indirectly including inputs in markets that are not considered to be active;

Level 3 – inputs to the valuation methodology are unobservable and significant to the fair value measurement

F-7

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

May 31, 2021	Level 1		Level 2		Level 3		Total
Liabilities
Derivative liabilities	$	-	$	-	$	537,540	$	537,540

May 31, 2020	Level 1		Level 2		Level 3		Total
Liabilities
Derivative liabilities	$	-	$	-	$	1,721,718	$	1,721,718

Earnings (Loss) Per Share

The Company computes net income (loss) per share in accordance with ASC 260, “Earnings per Share”. ASC 260 requires presentation of both basic and diluted earnings per share (EPS) on the face of the income statement. Basic EPS is computed by dividing net income (loss) available to common shareholders (numerator) by the weighted average number of shares outstanding (denominator) during the period. Diluted EPS gives effect to all dilutive potential common shares outstanding during the period using the treasury stock method for outstanding warrants and options and using the if-converted method for convertible debt and convertible preferred stock. In computing diluted EPS, the average stock price for the period is used in determining the number of shares assumed to be purchased from the exercise of stock options or warrants. Diluted EPS excludes all dilutive potential shares if their effect is anti-dilutive.

For the years ended May 31, 2021 and 2020, respectively, the following warrants, convertible notes and convertible preferred stock were potentially dilutive.

	Year ended
	May 31,
	2021		2020
	(Shares)		(Shares)
Warrants		-		92,322,564
Convertible notes payable		185,358,384		582,762,000
Series B convertible preferred stock		150,000,000		150,000,000
Series C convertible preferred stock		16,500,000		16,500,000
Series D convertible preferred stock		95,250,000		95,250,000
Series E convertible preferred stock		149,895,000		95,250,000
		597,003,384		1,032,084,564

For the year ended May 31, 2020, the warrants, convertible notes and convertible preferred stock that were potentially dilutive, were excluded from the computation of diluted net loss per shares as the result of the computation was anti-dilutive.

The following represents a reconciliation of the numerators and denominators of the basic and diluted earnings per share computation for the year ended May 31, 2021:

	Net Income (Loss)			Shares		Per Share
	(Numerator)			(Denominator)		Amount
Basic EPS	$	1,142,894			537,774,616	$	0.00
Effect of dilutive securities:
Warrants		-			-		-
Convertible notes payable		(1,190,805	)		185,358,384		-
Preferred stock		-			-		-
Diluted EPS	$	(47,911	)		723,133,000	$	(0.00	)

F-8

Recently Issued Accounting Pronouncements

The Company has determined that there are no applicable recently issued accounting pronouncements that are expected to have a material impact on these financial statements.

Note 2 – Going Concern

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

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

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

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

Note 3 – Related Party Transactions

Notes Payable – Related Party

During the years ended May 31, 2021 and 2020, the Company borrowed $4,000 and $2,500, respectively from our officer for working capital purposes. As at May 31, 2021 and 2020, the total amount owed to this officer was $361,075 and $334,056, respectively. Of the May 31, 2021 amount, $57,000 of the loan is at 10% interest and was to be repaid by June 28, 2017 and currently is in default, and as at May 31, 2021 and 2020, accrued interest of $28,079 and $22,379 in interest has been recorded with respect to this loan.There is no additional interest charged to the note as a result of the default. Additionally, $71,902 of the loan is at 10% interest and due on December 31, 2016 and currently in default and as at May 31, 2021 and 2020, accrued interest of $48,202 and $41,008 in interest has been recorded with respect to this loan.There is no additional interest charged to the note as a result of the default. Additionally, $232,173 of the loan includes $17,019 reclassified from accounts payable is at 0% interest, and is due on demand.

Note 4 – Convertible Notes

The Company had the following convertible notes payable outstanding as of May 31, 2021 and 2020:

	May 31,		May 31,
	2021		2020
Convertible notes payable	$	36,818	$	36,818
		36,818		36,818
Less: debt discount and deferred financing cost		-		-
		36,818		36,818
Less: current portion of convertible notes payable		36,818		36,818
Long-term convertible notes payable	$	-	$	-

F-9

On October 13, 2016, the Company received financing from an unrelated party in the amount of $85,500 with $5,000 original issue discount and incurred $8,000 in financing costs. On December 29, 2017, the principal balance along with the related default penalties, accrued and unpaid interest, and the conversion rights were sold to another unrelated party. The original issue discount and financing costs were amortized over the original life of the note using the effective interest method. The $85,500 bears 10% interest and matured on July 13, 2017. The note is currently in default, and bears 18% interest rate while in default. The holder shall be entitled to convert any portion of the outstanding and unpaid conversion amount into fully paid and non-assessable shares of common stock. The conversion price is the 45% discount to the lowest traded price during the previous 20 trading days to the date of a conversion notice. The Company may redeem the note at rates ranging from 125% to 150% depending on the redemption date. The note was discounted for a derivative (see note 5 for details) and the discount was amortized over the original life of the note using the effective interest method. During the years ended May 31, 2021 and 2020, the Company recognized interest expense of $7,259 and $7,279, respectively. As of May 31, 2021 and 2020, the Company had accrued interest of $34,546 and $27,287, respectively.

Note 5 – Derivative Liability

The Company analyzed the conversion options on its convertible note (note 4) for derivative accounting consideration under ASC 815, “Derivatives and Hedging,” and determined that the embedded conversion option should be classified as a liability when the conversion option becomes effective and there being no explicit limit to the number of shares to be delivered upon settlement of the above conversion options. The Company accounts for warrants (note 6) as a derivative liability due to there being no explicit limit to the number of shares to be delivered upon settlement of all conversion options.

The following table summarizes the derivative liabilities included in the balance sheets at May 31, 2021 and 2020:

Balance - May 31, 2019	$	466,692
(Gain) on change in fair value of the derivative		1,255,026
Balance - May 31, 2020	$	1,721,718
Loss on change in fair value of the derivative		(1,184,178	)
Balance - May 31, 2021	$	537,540

The table below shows the Black-Scholes option-pricing model inputs used by the Company to value the derivative liability, as well as the determined value of the option liability at each measurement date:

	May 31,	May 31,
	2021	2020
Expected term	(3.14) – 0.08 years	(2.13) – 1.08 years
Expected average volatility	336%	274% - 361%
Expected dividend yield	-	-
Risk-free interest rate	0.08%	0.18% - 1.76%

Note 6 – Equity Transaction

Preferred Stock

Series A Preferred Stock

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

F-10

There were no issuances of the Series A Preferred Stock during the years ended May 31, 2021 and 2020.

As of May 31, 2021 and 2020, 1,940,153 shares of series A Preferred Stock were issued and outstanding.

Series B Preferred Stock

The Company is authorized to issue 150,000 shares of Series B Preferred Stock at a par value of $0.0001. The Series B Preferred Stock shall have no liquidation preference over any other class of stock and there will be no dividends due or payable on the Series B Preferred Stock. The Series B Preferred Stock converts into common stock at a ratio of 1:1,000. However, the Series B Preferred Stock may not be converted for a period of 12 months from the date of issue.

There were no issuances of the Series B Preferred Stock during the years ended May 31, 2021 and 2020.

As of May 31, 2021 and 2020, 150,000 shares of Series B Preferred Stock were issued and outstanding.

Series C Preferred Stock

The Company is authorized to issue 250,000 shares of Series C Preferred Stock at a par value of $1. The Series C Preferred Stock shall have no liquidation preference over any other class of stock and there will be no dividends due or payable on the Series C Preferred Stock. The Preferred Stock can be converted to common stock, at a conversion rate of 66 common shares for each preferred stock.

There were no issuances of the Series C Preferred Stock during the years ended May 31, 2021 and 2020.

As of May 31, 2021 and 2020, 250,000 shares of Series C Preferred Stock were issued and outstanding.

Series D Convertible Preferred Stock

The Company is authorized to issue 10,000,000 shares of Series D Preferred Stock at a par value of $0.0001. The Series D Preferred Stock shall have no liquidation preference over any other class of stock and there will be no dividends due or payable on the Series D Preferred Stock. Beginning January 1, 2017, each holder of shares of Series D Preferred Stock may, at any time and from time to time, convert each of its shares of Series D Preferred Stock into a 15 of fully paid and nonassessable shares of common stock.

There were no issuances of the Series D Preferred Stock during the years ended May 31, 2021 and 2020.

As of May 31, 2021 and 2020, 6,350,000 shares of Series D Preferred Stock were issued and outstanding, respectively.

Series E Preferred Stock

The Company is authorized to issue 15,000,000 shares of series E Preferred Stock at a par value of $0.0001. The Series E Preferred Stock shall have no liquidation preference over any other class of stock and there will be no dividends due or payable on the Series E Convertible Preferred Stock. Beginning October 1, 2016, each share of Series E Preferred Stock is convertible into ten (10) shares of common stock. From October 1, 2016 to October 1, 2018, holders of Series E Preferred Stock may at any time convert to shares of common stock, thereafter, the Company may elect to convert any outstanding stock at any time without notice to the shareholders. The Company evaluated the conversion feature and concluded that it did not qualify as a derivative transaction. The Company evaluated the convertible preferred stock under FASB ACS 470-20-30 and determined it does not contain a beneficial conversion feature.

There were no issuances of the Series E Preferred Stock during the years ended May 31, 2021 and 2020.

As of May 31, 2021 and 2020, 14,989,500 shares of Series E Preferred Stock were issued and outstanding, respectively.

F-11

Common stock

The Company is authorized to issue 1,500,000,000 shares of common stock at a par value of $0.001.

There were no issuances of common stock during the years ended May 31, 2021 and 2020.

As of May 31, 2021 and 2020, 537,774,616 shares of common stock were issued and outstanding, respectively.

Warrants

On September 29, 2015, the Company granted 1,000,000 warrants valued at $29,000 to Vista Capital Investments, LLC, in exchange for interest owed of $12,222, and recognized a loss on debt settlement of $16,778. Warrants were originally exercisable into 1,000,000 shares of common stock, for a period of five years from issuance, at a price of $0.05 per share, with multiple reset provisions when the share price is below $0.05. As a result of these reset features, additional warrants were issued and became exercisable into 92,332,564 shares of common stock at $0.00011 per share. Each warrant was exercisable into one share of common stock.

The following table summarizes warrant activity for the years ended May 31, 2021 and 2020:

	Number of shares			Weighted Average Exercise Price			Weighted Average Life (years)
Outstanding, May 31, 2019		36,933,026		$	0.00028		1.33 years
Reset features		55,399,539			0.00011		0.33 years
Forfeited		-			-			-
Exercised		-			-			-
Outstanding, May 31, 2020		92,322,564		$	0.00011		0.33 years
Reset features		-			-			-
Forfeited		(92,332,564	)		(0.00011	)		-
Exercised		-			-			-
Outstanding, May 31, 2021		-		$	-			-

Aggregate intrinsic value is the sum of the amounts by which the quoted market price of the Company’s stock exceeded the exercise price of the warrants at May 31, 2017, for those warrants for which the quoted market price was in excess of the exercise price (“in-the-money” warrants).

The Company determined that the warrants qualify for derivative accounting (see note 5).

Note 7 – Taxes

We did not provide any current or deferred U.S. federal income tax provision or benefit for any of the periods presented because we have experienced operating losses since inception. When it is more likely than not that a tax asset cannot be realized through future income the Company must allow for this future tax benefit. We provided a full valuation allowance on the net deferred tax asset, consisting of net operating loss carry forwards, because management has determined that it is more likely than not that we will not earn income sufficient to realize the deferred tax assets during the carry forward period.

The Company has not taken a tax position that, if challenged, would have a material effect on the financial statements for the years ended May 31, 2021 and 2020 as applicable under FASB ASC 740. We did not recognize any adjustment to the liability for uncertain tax position and therefore did not record any adjustment to the beginning balance of accumulated deficit on the balance sheet. All tax returns for the Company remain open.

F-12

On December 22, 2017, the United States enacted the Tax Cuts and Jobs Act (the “Act”) resulting in significant modifications to existing law including lowering the corporate tax rate from 35% to 21%. In addition to applying the new lower corporate tax rate in 2018 and thereafter to any taxable income we may have, the legislation affects the way we can use and carry forward net operating losses previously accumulated and results in a revaluation of deferred tax assets and liabilities recorded on our balance sheet. The Company has completed the accounting for the effects of the Act during the period ended May 31, 2021. Given that current deferred tax assets are offset by a full valuation allowance, these changes will have no impact on the balance sheet.

The provision for income taxes differs from the amount computed by applying the statutory federal income tax rate to income before provision for income taxes. The sources and tax effects of the differences for the periods presented are as follows:

Income tax provision at the federal statutory rate	21	%
Effect on operating losses	(21	)%

Changes in the net deferred tax assets consist of the following:

Income tax	May 31,		May 31,
	2021		2020
Net operating loss carry forward	$	1,080,649	$	1,121,933

A reconciliation of income taxes computed at the statutory rate is as follows:

	May 31,			May 31,
	2021			2020
Total deferred tax assets at statutory tax rate	$	226,936		$	235,606
Increase in valuation allowance		(226,936	)		(235,606	)
Net deferred tax asset	$	-		$	-

Note 8 – Risks and Uncertainties

In early 2020, the World Health Organization declared the rapidly spreading coronavirus disease (COVID-19) outbreak a pandemic. This pandemic has resulted in governments worldwide enacting emergency measures to combat the spread of the virus. The Company considered the impact of COVID-19 on the assumptions and estimates used and determined that there were no retroactive material adverse impacts on the Company’s results of operations and financial position at May 31, 2021 and 2020. The full extent of the future impacts of COVID-19 on the Company’s operations is uncertain. A prolonged outbreak could have a material adverse impact on financial results and business operations of the Company in the future. The Company is not aware of any specific event or circumstance that would require an update to its estimates or judgments or a revision of the carrying value of its assets or liabilities as of the date of issuance of this Annual Report on Form 10-K. These estimates may change, as new events occur and additional information is obtained.

Note 9 – Subsequent Events

Management has evaluated subsequent events through the date these financial statements were issued. Based on our evaluation no material events have occurred that require disclosure.

F-13

Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure

None.

Item 9A. Controls and Procedures

Management’s Report on Disclosure Controls and Procedures

We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our reports filed under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our chief executive officer (our principal executive officer) and our chief financial officer (our principal financial officer and principle accounting officer) to allow for timely decisions regarding required disclosure.

As of May 31, 2021, the end of our fiscal year covered by this report, we carried out an evaluation, under the supervision and with the participation of our chief executive officer (our principal executive officer) and our chief financial officer (our principal financial officer and principle accounting officer), of the effectiveness of the design and operation of our disclosure controls and procedures. Based on the foregoing, our chief executive officer (our principal executive officer) and our chief financial officer (our principal financial officer and principle accounting officer) concluded that our disclosure controls and procedures were not effective as of the end of the period covered by this annual report.

Management’s Report on Internal Control Over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting responsibility, estimates and judgments by management are required to assess the expected benefits and related costs of control procedures. The objectives of internal control include providing management with reasonable, but not absolute, assurance that assets are safeguarded against loss from unauthorized use or disposition, and that transactions are executed in accordance with management’s authorization and recorded properly to permit the preparation of financial statements in conformity with accounting principles generally accepted in the United States. Our management assessed the effectiveness of our internal control over financial reporting as of May 31, 2021. In making this assessment, our management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) in Internal Control-Integrated Framework - 2013. Our management has concluded that, as of May 31, 2021, our internal controls over financial reporting are not effective. Our management reviewed the results of their assessment with our board of directors.

This annual report does not include an attestation report of our company’s registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by our company’s registered public accounting firm pursuant to temporary rules of the SEC that permit our company to provide only management’s report in this annual report.

Identified Material Weakness

A material weakness in our internal control over financial reporting is a control deficiency, or combination of control deficiencies, that results in more than a remote likelihood that a material misstatement of the financial statements will not be prevented or detected.

13

Management identified the following material weaknesses during its assessment of internal controls over financial reporting as of May 31, 2021:

· No independent directors: Our company does not have any independent directors.

· No segregation of duties: Ineffective controls over financial reporting.

· No audit committee

· No written policies & procedures: We need to prepare written policies and procedures for accounting and financial reporting to establish a formal process to close our books monthly on an accrual basis and account for all transactions, including equity transactions, and prepare, review and submit SEC filings in a timely manner.

Management’s Remediation Initiatives

As our resources allow, we will add financial personnel to our management team. We plan to prepare written policies and procedures for accounting and financial reporting to establish a formal process to close our books monthly on an accrual basis and account for all transactions, including equity transactions. We will also create an audit committee made up of our independent directors.

As of May 31, 2021, our company has not taken any remediation actions to address these weaknesses in our controls even though they were identified during the year. Our company’s management expects, once it is in the financial position to do so, to hire additional staff in our accounting department to be able to segregate the duties.

Inherent Limitations on Effectiveness of Controls

Internal control over financial reporting has inherent limitations which include but is not limited to the use of independent professionals for advice and guidance, interpretation of existing and/or changing rules and principles, segregation of management duties, scale of organization, and personnel factors. Internal control over financial reporting is a process which involves human diligence and compliance and is subject to lapses in judgment and breakdowns resulting from human failures. Internal control over financial reporting also can be circumvented by collusion or improper management override. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements on a timely basis, however these inherent limitations are known features of the financial reporting process and it is possible to design into the process safeguards to reduce, though not eliminate, this risk. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation. Projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Changes in Internal Control Over Financial Reporting

There have been no changes in our internal controls over financial reporting that occurred during the year ended May 31, 2021 that have materially or are reasonably likely to materially affect, our internal controls over financial reporting.

Item 9B. Other Information

None.

Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

Not applicable.

14

PART III

Item 10. Directors, Executive Officers and Corporate Governance

All directors of our company hold office until the next annual meeting of the security holders or until their successors have been elected and qualified. The officers of our company are appointed by our board of directors and hold office until their death, resignation or removal from office. Our directors and executive officers, their ages, positions held, and duration as such, are as follows:

Name	Position Held with the Company	Age	Date First Elected or Appointed
Nate Steck	President, Chief Executive Officer and Director	51	May 12, 2014
Marc Kassoff	Vice-President, Chief Financial Officer and Director	74	May 12, 2014
Timothy Denton	Secretary and Director	71	May 12, 2014

Business Experience

The following is a brief account of the education and business experience during at least the past five years of each director, executive officer and key employee of our company, indicating the person’s principal occupation during that period, and the name and principal business of the organization in which such occupation and employment were carried out.

Nate Steck – President, Chief Executive Officer and Director

Mr. Steck is an entrepreneur and trained French Chef and with over 20 years’ experience in Product Development and Food Production. He has developed over 30 successful products from concept to shelf with National distribution for consumer brands and private labels, cumulative sales of 175M. He is the Co-Founder of Batter Blaster, Co-Founder of Elena’s Food Specialties and Founder of Elite foods.

Our company believes that Mr. Steck’s professional background experience gives him the qualifications and skills necessary to serve as a director and officer of our company.

Marc Kassoff – Vice-President, Chief Financial Officer and Director

Mr. Kassoff currently the President and CEO of Meyer, Christian and Associates, Inc. a healthcare subrogation firm. This has been his position for the last 20 years. Mr. Kassoff is also on the Board of the Effect and Encompass which serves the South Orange County community as a Drug and Alcohol Recovery Program.

Our company believes that Mr. Kassoff’s professional background experience gives him the qualifications and skills necessary to serve as a director and officer of our company.

Timothy Denton – Secretary and Director

Mr. Denton has practiced law in California since 1981, and during that time he has represented and assisted dozens of start-up companies and other businesses, handling both matters involving transactional business as well as civil litigation. For over 13 years he has been the Supervising Attorney at the firm of Meyer Christian & Associates, primarily representing hospitals and medical provider groups, working with his clients to ensure regulatory compliance with state and federal laws and agencies. He has continued to work with business development issues for a number of start-up businesses throughout this period, including assisting in the development of Nate’s Food, Co.

Our company believes that Mr. Denton’s professional background experience gives him the qualifications and skills necessary to serve as an officer of our company.

Employment Agreements

We have no formal employment agreements with any of our directors or officers.

15

Family Relationships

There are no family relationships between any of our directors, executive officers and proposed directors or executive officers.

Involvement in Certain Legal Proceedings

To the best of our knowledge, none of our directors or executive officers has, during the past ten years:

1.	been convicted in a criminal proceeding or been subject to a pending criminal proceeding (excluding traffic violations and other minor offences);
2.	had any bankruptcy petition filed by or against the business or property of the person, or of any partnership, corporation or business association of which he was a general partner or executive officer, either at the time of the bankruptcy filing or within two years prior to that time;
3.	been subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction or federal or state authority, permanently or temporarily enjoining, barring, suspending or otherwise limiting, his involvement in any type of business, securities, futures, commodities, investment, banking, savings and loan, or insurance activities, or to be associated with persons engaged in any such activity;
4.	been found by a court of competent jurisdiction in a civil action or by the SEC or the Commodity Futures Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended, or vacated;
5.	been the subject of, or a party to, any federal or state judicial or administrative order, judgment, decree, or finding, not subsequently reversed, suspended or vacated (not including any settlement of a civil proceeding among private litigants), relating to an alleged violation of any federal or state securities or commodities law or regulation, any law or regulation respecting financial institutions or insurance companies including, but not limited to, a temporary or permanent injunction, order of disgorgement or restitution, civil money penalty or temporary or permanent cease-and-desist order, or removal or prohibition order, or any law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity; or
6.	been the subject of, or a party to, any sanction or order, not subsequently reversed, suspended or vacated, of any self-regulatory organization (as defined in Section 3(a)(26) of the Exchange Act (15 U.S.C. 78c(a)(26)), any registered entity (as defined in Section 1(a)(29) of the Commodity Exchange Act (7 U.S.C. 1(a)(29)), or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated with a member.

Compliance with Section 16(A) of the Securities Exchange Act of 1934

Section 16(a) of the Securities Exchange Act of 1934, as amended, requires our executive officers and directors and persons who own more than 10% of a registered class of our equity securities to file with the SEC initial statements of beneficial ownership, reports of changes in ownership and annual reports concerning their ownership of our shares of common stock and other equity securities, on Forms 3, 4 and 5, respectively. Executive officers, directors and greater than 10% shareholders are required by the SEC regulations to furnish us with copies of all Section 16(a) reports they file.

16

Based solely on our review of the copies of such forms received by our company, or written representations from certain reporting persons that no Form 5s were required for those persons, we believe that, during the fiscal year ended May 31, 2021, all filing requirements applicable to our officers, directors and greater than 10% beneficial owners as well as our officers, directors and greater than 10% beneficial owners of our subsidiaries were complied with, with the exception of the following:

Name	Number of Late Reports		Number of Transactions Not Reported on a Timely Basis		Failure to File Requested Forms
Nate Steck		--		--		1	(1)
Marc Kassoff		--		--		1	(1)
Timothy Denton		--		--		1	(1)

____________

(1) The insider is late filing beneficial ownership forms. The required beneficial ownership forms are expected to be filed subsequent to the filing of this Form 10-K.

Code of Ethics

Our company’s board of directors adopted a Code of Business Conduct and Ethics that applies to, among other persons, our company’s principal executive officer and our principal financial and accounting officer, as well as persons performing similar functions.

We will provide a copy of the Code of Business Conduct and Ethics to any person without charge, upon request. Requests can be sent to: Nate’s Food Co., 15151 Springdale Street Huntington Beach, California 92649.

Board and Committee Meetings

Our board of directors held no formal meetings during the year ended May 31, 2021. All proceedings of the board of directors were conducted by resolutions consented to in writing by all the directors and filed with the minutes of the proceedings of the directors. Such resolutions consented to in writing by the directors entitled to vote on that resolution at a meeting of the directors are, according to the Colorado Revised Statutes and our Bylaws, as valid and effective as if they had been passed at a meeting of the directors duly called and held.

Nomination Process

As of May 31, 2021, we did not effect any material changes to the procedures by which our shareholders may recommend nominees to our board of directors. Our board of directors does not have a policy with regards to the consideration of any director candidates recommended by our shareholders. Our board of directors has determined that it is in the best position to evaluate our company’s requirements as well as the qualifications of each candidate when the board considers a nominee for a position on our board of directors. If shareholders wish to recommend candidates directly to our board, they may do so by sending communications to the president of our company at the address on the cover of this annual report.

Audit Committee

Currently our audit committee consists of our entire board of directors. We do not have a standing audit committee as we currently have limited working capital and minimal revenues. Should we be able to raise sufficient funding to execute our business plan, we will form an audit, compensation committee and other applicable committees utilizing our directors’ expertise.

Audit Committee Financial Expert

Currently our audit committee consists of our entire board of directors. We do not currently have a director who is qualified to act as the head of the audit committee or as a financial expert.

17

Item 11. Executive Compensation

The particulars of the compensation paid to the following persons:

(a)	our principal executive officer;
(b)	each of our two most highly compensated executive officers who were serving as executive officers at the end of the years ended May 31, 2021 and 2020; and
(c)	up to two additional individuals for whom disclosure would have been provided under (b) but for the fact that the individual was not serving as our executive officer at the end of the years ended May 31, 2021 and 2020, who we will collectively refer to as the named executive officers of our company, are set out in the following summary compensation table, except that no disclosure is provided for any named executive officer, other than our principal executive officers, whose total compensation did not exceed $100,000 for the respective fiscal year:

SUMMARY COMPENSATION TABLE
Name and Principal Position	Year	Salary ($)		Bonus ($)		Stock Awards ($)		Option Awards ($)		Non-Equity Incentive Plan Compensation ($)		Change in Pension Value and Nonqualified Deferred Compensation Earnings ($)		All Other Compensation ($)		Total ($)
Nate Steck	2021		-		-		-		-		-		-		-		-
President, CEO and Director	2020		-		-		-		-		-		-		-		-
Marc Kassoff	2021		-		-		-		-		-		-		-		-
Vice-President, CFO and Director	2020		-		-		-		-		-		-		-		-
Timothy Denton	2021		-		-		-		-		-		-		-		-
Secretary and Director	2020		-		-		-		-		-		-		-		-

There are no arrangements or plans in which we provide pension, retirement or similar benefits for directors or executive officers. Our directors and executive officers may receive share options at the discretion of our board of directors in the future. We do not have any material bonus or profit-sharing plans pursuant to which cash or non-cash compensation is or may be paid to our directors or executive officers, except that share options may be granted at the discretion of our board of directors.

Grants of Plan-Based Awards

During the fiscal year ended May 31, 2021, we did not grant any stock options.

Option Exercises and Stock Vested

During our fiscal year ended May 31, 2021, there were no options exercised by our named officers.

Compensation of Directors

We do not have any agreements for compensating our directors for their services in their capacity as directors, although such directors are expected in the future to receive stock options to purchase shares of our common stock as awarded by our board of directors.

18

Pension, Retirement or Similar Benefit Plans

There are no arrangements or plans in which we provide pension, retirement or similar benefits for directors or executive officers. We have no material bonus or profit-sharing plans pursuant to which cash or non-cash compensation is or may be paid to our directors or executive officers, except that stock options may be granted at the discretion of the board of directors or a committee thereof.

Indebtedness of Directors, Senior Officers, Executive Officers and Other Management

None of our directors or executive officers or any associate or affiliate of our company during the last two fiscal years, is or has been indebted to our company by way of guarantee, support agreement, letter of credit or other similar agreement or understanding currently outstanding.

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

The following table sets forth, as of July 20, 2021, certain information with respect to the beneficial ownership of our common and preferred shares by each shareholder known by us to be the beneficial owner of more than 5% of our common and preferred shares, as well as by each of our current directors and executive officers as a group. Each person has sole voting and investment power with respect to the shares of common and preferred stock, except as otherwise indicated. Beneficial ownership consists of a direct interest in the shares of common and preferred stock, except as otherwise indicated.

Name and Address of Beneficial Owner	Amount and Nature of Beneficial Ownership	Percentage of Class (1)(2)(3)(4)(5)(6)
Nate Steck 15151 Springdale St, Huntington Beach, CA 92649	6,974,000 Common Stock / Direct 970,052 Series A Preferred / Direct 21,292 Series B Preferred / Direct 47,807 Series C Preferred / Direct 1,000,000 Series D Preferred / Direct 1,196,000 Series E Preferred / Direct	1.3% 50.0% 14.2% 19.1% 15.8% 8.0%
Marc Kassoff 15151 Springdale St, Huntington Beach, CA 92649	5,296,000 Common Stock / Direct 970,051 Series A Preferred / Direct 52,970 Series B Preferred / Direct 47,807 Series C Preferred / Direct 1,000,000 Series D Preferred / Direct 1,196,000 Series E Preferred / Direct	1.0% 50.0% 35.3% 19.1% 15.8% 8.0%
Timothy Denton 15151 Springdale St, Huntington Beach, CA 92649	5,000,000 Common Stock / Direct 25 Series A Preferred / Direct 20,419 Series B Preferred / Direct 47,806 Series C Preferred / Direct 1,000,000 Series D Preferred / Direct 1,196,000 Series E Preferred / Direct	0.9% - 13.6% 19.1% 15.8% 8.0%
Directors and Executive Officers as a Group	17,270,000 Common Stock 1,940,128 Series A Preferred 94,681 Series B Preferred 143,420 Series C Preferred 3,000,000 Series D Preferred 3,588,000 Series E Preferred	3.2% 99.99% 63.1% 57.4% 47.2% 23.9%
Jeremy Kaplan 15151 Springdale St, Huntington Beach, CA 92649	20,469 Series B Preferred / Direct 47,806 Series C Preferred / Direct 1,000,000 Series D Preferred / Direct 1,196,000 Series E Preferred / Direct	13.6% 19.1% 15.8% 8.0%

_________________

*represents an amount less than 1%

19

(1)	Under Rule 13d-3, a beneficial owner of a security includes any person who, directly or indirectly, through any contract, arrangement, understanding, relationship, or otherwise has or shares: (i) voting power, which includes the power to vote, or to direct the voting of shares; and (ii) investment power, which includes the power to dispose or direct the disposition of shares. Certain shares may be deemed to be beneficially owned by more than one person (if, for example, persons share the power to vote or the power to dispose of the shares). In addition, shares are deemed to be beneficially owned by a person if the person has the right to acquire the shares (for example, upon exercise of an option) within 60 days of the date as of which the information is provided. In computing the percentage ownership of any person, the amount of shares outstanding is deemed to include the amount of shares beneficially owned by such person (and only such person) by reason of these acquisition rights. As a result, the percentage of outstanding shares of any person as shown in this table does not necessarily reflect the person’s actual ownership or voting power with respect to the number of shares of common stock actually outstanding on July 20, 2021. As of July 20, 2021 there were 537,774,616 shares of our company’s common stock issued and outstanding.
(2)	Our company is authorized to issue 2,000,000 shares of Series A Preferred Stock, par value $0.0001. As of July 20, 2021 there were 1,940,153 shares of our company’s Series A Preferred Stock issued and outstanding.
(3)	Our company is authorized to issue 150,000 shares of Series B Preferred Stock, par value $0.0001. As of July 20, 2021 there were 150,000 shares of our company’s Series B Preferred Stock issued and outstanding.
(4)	Our company is authorized to issue 250,000 shares of Series C Preferred Stock, par value $1.00. As of July 20, 2021 there were 250,000 shares of our company’s Series C Preferred Stock issued and outstanding.
(5)	Our company is authorized to issue 10,000,000 shares of Series D Preferred Stock, par value $0.0001. The Series D Preferred Stock is convertible into shares of our common stock. As of July 20, 2021 and there were 6,350,000 shares of our company’s Series D Preferred Stock issued and outstanding. Of the Series D Preferred Stock outstanding, 3,000,000 are held by our directors or officers and upon conversion, no current holder of the Series D Preferred Stock would be a beneficial owner of 5% or more of our common stock.
(6)	Our company is authorized to issue 15,000,000 shares of Series E Preferred Stock, par value $0.0001. As of July 20, 2021 there were 14,989,500 shares of our company’s Series E Preferred Stock issued and outstanding. Of the Series E Preferred Stock outstanding, 3,588,000 are held by our directors and officers. Upon conversion no current holder of the Series E Preferred stock would be a beneficial owner of 5% or more of our common stock.

Changes in Control

We are unaware of any contract or other arrangement or provisions of our Articles or Bylaws the operation of which may at a subsequent date result in a change of control of our company. There are not any provisions in our Articles or Bylaws, the operation of which would delay, defer, or prevent a change in control of our company.

20

Item 13. Certain Relationships and Related Transactions, and Director Independence

Except as disclosed herein, no director, executive officer, shareholder holding at least 5% of shares of our common stock, or any family member thereof, had any material interest, direct or indirect, in any transaction, or proposed transaction since the year ended May 31, 2021, in which the amount involved in the transaction exceeded or exceeds the lesser of $120,000 or one percent of the average of our total assets at the year-end for the last two completed fiscal years.

Director Independence

We currently act with three directors, consisting of Nate Steck, Marc Kassoff and Timothy Denton. We have determined that none of our directors is an independent director, as that term is used in Rule 4200(a)(15) of the Rules of National Association of Securities Dealers.

Currently our audit committee consists of our entire board of directors. We currently do not have nominating, compensation committees or committees performing similar functions. There has not been any defined policy or procedure requirements for shareholders to submit recommendations or nomination for directors.

From inception to present date, we believe that the members of our audit committee and the board of directors have been and are collectively capable of analyzing and evaluating our financial statements and understanding internal controls and procedures for financial reporting.

Item 14. Principal Accounting Fees and Services

The aggregate fees billed for the most recently completed fiscal year ended May 31, 2021 and for fiscal year ended May 31, 2020 for professional services rendered by the principal accountant for the audit of our annual financial statements and review of the financial statements included in our quarterly reports on Form 10-Q and services that are normally provided by the accountant in connection with statutory and regulatory filings or engagements for these fiscal periods were as follows:

	Year Ended
	May 31, 2021		May 31, 2020
Audit Fees	$	5,250	$	0
Audit Related Fees		0		0
Tax Fees		0		0
All Other Fees		0		0
Total	$	5,250	$	0

Our board of directors pre-approves all services provided by our independent auditors. All of the above services and fees were reviewed and approved by the board of directors either before or after the respective services were rendered.

Our board of directors has considered the nature and amount of fees billed by our independent auditors and believes that the provision of services for activities unrelated to the audit is compatible with maintaining our independent auditors’ independence.

21

PART IV

Item 15. Exhibits and Financial Statement Schedules

(a) Financial Statements

(1)	Financial statements for our company are listed in the index under Item 8 of this document.
(2)	All financial statement schedules are omitted because they are not applicable, not material or the required information is shown in the financial statements or notes thereto.

(b) Exhibits

Exhibit Number	Description
(3)	Articles of Incorporation and Bylaws
3.1	Articles of Incorporation (Incorporated by reference to our Registration Statement on Form SB-2 filed on September 14, 2007)
3.2	Bylaws (Incorporated by reference to our Registration Statement on Form SB-2 filed on September 14, 2007)
3.3	Restated Articles of Incorporation (Incorporated by reference to our Registration Statement on Form 10 filed on July 29, 2014)
3.4	Restated Articles of Incorporation field with the Colorado Secretary of State on September 18, 2015 (Incorporated by reference to our Annual Report on Form 10-K filed on October 6, 2016)
3.5	Certificate of Designation, Preferences and Rights of Series D Preferred Stock filed with the Colorado Secretary of State on June 28, 2016 (Incorporated by reference to our Annual Report on Form 10-K filed on October 6, 2016)
3.6	Restated Articles of Incorporation (Incorporated by reference to our Current Report on Form 8-K filed on August 4, 2017)
(31)	Rule 13a-14 (d)/15d-14d) Certifications
31.1*	Section 302 Certification by the Principal Executive Officer
31.2*	Section 302 Certification by the Principal Financial Officer and Principal Accounting Officer
(32)	Section 1350 Certifications
32.1**	Section 906 Certification by the Principal Executive Officer
32.2**	Section 906 Certification by the Principal Financial Officer and Principal Accounting Officer
101**	Interactive Data File
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

*        Filed herewith.
**     Furnished herewith

22

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereto duly authorized.

	NATE’S FOOD CO.
	(Registrant)
Dated: July 28, 2021	/s/ Nate Steck
	Nate Steck
	President, Chief Executive Officer and Director
	(Principal Executive Officer)
Dated: July 28, 2021	/s/ Marc Kassoff
	Marc Kassoff
	Chief Financial Officer and Director
	(Principal Financial Officer and Principal Accounting Officer)

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

Dated: July 28, 2021	/s/ Nate Steck
	Nate Steck
	President, Chief Executive Officer and Director
	(Principal Executive Officer)
Dated: July 28, 2021	/s/ Marc Kassoff
	Marc Kassoff
	Chief Financial Officer and Director
	(Principal Financial Officer and Principal Accounting Officer)
Dated: July 28, 2021	/s/ Timothy Denton
	Timothy Denton
	Secretary and Director

23

EX-31.1

EXHIBIT 31.1

CERTIFICATION PURSUANT TO
18 U.S.C. ss 1350, AS ADOPTED PURSUANT TO
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Nate Steck, certify that:

1.	I have reviewed this annual report on Form 10-K 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.	The registrant’s other certifying officer(s) and I are 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; and

5. The registrant’s other certifying officer(s) and I have disclosed, based on our 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 28, 2021

/s/ Nate Steck

Nate Steck

President, Chief Executive Officer and Director

(Principal Executive Officer)

EX-31.2

EXHIBIT 31.2

CERTIFICATION PURSUANT TO
18 U.S.C. ss 1350, AS ADOPTED PURSUANT TO
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Marc Kassoff, certify that:

1.	I have reviewed this annual report on Form 10-K 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.	The registrant’s other certifying officer(s) and I are 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; and

5. The registrant’s other certifying officer(s) and I have disclosed, based on our 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 28, 2021

/s/ Marc Kassoff

Marc Kassoff

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

I, Nate Steck, hereby certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1)	the Annual Report on Form 10-K of Nate’s Food Co. for the period ended May 31, 2021 (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 28, 2021	/s/ Nate Steck
	Nate Steck
	President, Chief Executive Officer and Director (Principal Executive Officer)
	Nate’s Food Co.

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

I, Marc Kassoff, hereby certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1)	the Annual Report on Form 10-K of Nate’s Food Co. for the period ended May 31, 2021 (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 28, 2021	/s/ Marc Kassoff
	Marc Kassoff
	Vice-President, Chief Financial Officer and Director (Principal Financial Officer and Principal Accounting Officer)
	Nate’s Food Co.

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

Cover - USD ($)	12 Months Ended
	May 31, 2021	Jul. 26, 2021	Nov. 30, 2020
Cover [Abstract]
Entity Registrant Name	NATE’S FOOD CO.
Entity Central Index Key	0001409446
Document Type	10-K
Amendment Flag	false
Entity Voluntary Filers	No
Current Fiscal Year End Date	--05-31
Entity Well Known Seasoned Issuer	No
Entity Small Business	true
Entity Shell Company	false
Entity Emerging Growth Company	false
Entity Current Reporting Status	No
Document Period End Date	May 31, 2021
Entity Filer Category	Non-accelerated Filer
Document Fiscal Period Focus	FY
Document Fiscal Year Focus	2021
Entity Common Stock Shares Outstanding		537,774,616
Entity Public Float			$ 850,000
Document Annual Report	true
Document Transition Report	false
Entity File Number	000-52831
Entity Incorporation State Country Code	CO
Entity Tax Identification Number	46-3403755
Entity Address Address Line 1	15151 Springdale Street
Entity Address City Or Town	Huntington Beach
Entity Address State Or Province	CA
Entity Address Postal Zip Code	92649
City Area Code	949
Local Phone Number	381-1834
Entity Interactive Data Current	No

XML

Balance Sheets - USD ($)	May 31, 2021	May 31, 2020
Current assets:
Cash	$ 615	$ 727
Total current assets	615	727
TOTAL ASSETS	615	727
Current liabilities:
Accounts payable and accrued liabilities	298,489	298,489
Accrued interest	34,546	27,287
Accrued interest - related party	76,281	63,387
Notes payable - related party	361,075	340,056
Convertible notes	36,818	36,818
Derivative liability	537,540	1,721,718
Total current liabilities	1,344,749	2,487,755
Total liabilities	1,344,749	2,487,755
Stockholders' Deficit:
Common Stock, Par Value $0.001, 1,500,000,000 shares authorized, 537,774,616 issued and outstanding, respectively	537,774	537,774
Additional paid in capital	2,884,051	2,884,051
Accumulated deficit	(5,018,302)	(6,161,196)
Total stockholders' deficit	(1,344,134)	(2,487,028)
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT	615	727
Series A Preferred Stock [Member]
Stockholders' Deficit:
Series A Preferred Stock, Par Value $0.0001, 2,000,000 shares authorized, 1,940,153 issued and outstanding	194	194
Series B Preferred Stock [Member]
Stockholders' Deficit:
Series A Preferred Stock, Par Value $0.0001, 2,000,000 shares authorized, 1,940,153 issued and outstanding	15	15
Series C preferred stock [Member]
Stockholders' Deficit:
Series A Preferred Stock, Par Value $0.0001, 2,000,000 shares authorized, 1,940,153 issued and outstanding	250,000	250,000
Series D Preferred Stock [Member]
Stockholders' Deficit:
Series A Preferred Stock, Par Value $0.0001, 2,000,000 shares authorized, 1,940,153 issued and outstanding	635	635
Series E Preferred Stock [Member]
Stockholders' Deficit:
Series A Preferred Stock, Par Value $0.0001, 2,000,000 shares authorized, 1,940,153 issued and outstanding	$ 1,499	$ 1,499

XML

Balance Sheets (Parenthetical) - $ / shares	May 31, 2021	May 31, 2020
Stockholders' Deficit:
Common stock, par value (in dollars per share)	$ 0.001	$ 0.001
Common stock, shares authorized	1,500,000,000	1,500,000,000
Common stock, shares issued	537,774,616	537,774,616
Common stock, shares outstanding	537,774,616	537,774,616
Series A Preferred Stock [Member]
Stockholders' Deficit:
Preferred stock, par value (in dollars per share)	$ 0.0001	$ 0.0001
Preferred stock, shares authorized	2,000,000	2,000,000
Preferred stock, shares issued	1,940,153	1,940,153
Preferred stock, shares outstanding	1,940,153	1,940,153
Series B Preferred Stock [Member]
Stockholders' Deficit:
Preferred stock, par value (in dollars per share)	$ 0.0001	$ 0.0001
Preferred stock, shares authorized	150,000	150,000
Preferred stock, shares issued	150,000	150,000
Preferred stock, shares outstanding	150,000	150,000
Series C preferred stock [Member]
Stockholders' Deficit:
Preferred stock, par value (in dollars per share)	$ 1.00	$ 1.00
Preferred stock, shares authorized	250,000	250,000
Preferred stock, shares issued	250,000	250,000
Preferred stock, shares outstanding	250,000	250,000
Series D Preferred Stock [Member]
Stockholders' Deficit:
Preferred stock, par value (in dollars per share)	$ 0.0001	$ 0.0001
Preferred stock, shares authorized	10,000,000	10,000,000
Preferred stock, shares issued	6,350,000	6,350,000
Preferred stock, shares outstanding	6,350,000	6,350,000
Series E Preferred Stock [Member]
Stockholders' Deficit:
Preferred stock, par value (in dollars per share)	$ 0.0001	$ 0.0001
Preferred stock, shares authorized	15,000,000	15,000,000
Preferred stock, shares issued	14,989,500	14,989,500
Preferred stock, shares outstanding	14,989,500	14,989,500

XML

Statements of Operations - USD ($)	12 Months Ended
	May 31, 2021	May 31, 2020
Statements of Operations
Sales	$ 1,758	$ 0
Cost of Goods Sold	456	0
Gross Profit	1,302	0
Operating Expenses
Selling, general and administrative	22,434	23,245
Total operating expenses	22,434	23,245
Operating Loss	(21,132)	(23,245)
Other (Income) Expense
(Gain) loss on change in fair value of derivative liability	(1,184,178)	1,255,026
Interest expense	20,152	31,580
Total other (income) expenses	(1,164,026)	1,286,606
Net Income (Loss)	$ 1,142,894	$ (1,309,851)
Net income (loss) per common share:
Basic	$ 0.00	$ 0.00
Diluted	$ 0.00	$ 0.00
Weighted average number of common shares outstanding:
Basic	537,774,616	537,774,616
Diluted	545,415,172	537,774,616

XML

Statements of Changes in Stockholders' Deficit - USD ($)	Total	Series A, Preferred Stock	Series B, Preferred Stock	Series C, Preferred Stock	Series D, Preferred Stock	Series E, Preferred Stock	Common Stock	Additional Paid-In Capital	Retained Earnings (Accumulated Deficit)
Balance, shares at May. 31, 2019		1,940,153	150,000	250,000	6,350,000	14,989,500	537,774,616
Balance, amount at May. 31, 2019	$ (1,177,177)	$ 194	$ 15	$ 250,000	$ 635	$ 1,499	$ 537,774	$ 2,884,051	$ (4,851,345)
Net loss	(1,309,851)	$ 0	$ 0	$ 0	$ 0	$ 0	$ 0	0	(1,309,851)
Balance, shares at May. 31, 2020		1,940,153	150,000	250,000	6,350,000	14,989,500	537,774,616
Balance, amount at May. 31, 2020	(2,487,028)	$ 194	$ 15	$ 250,000	$ 635	$ 1,499	$ 537,774	2,884,051	(6,161,196)
Net loss	1,142,894	$ 0	$ 0	$ 0	$ 0	$ 0	$ 0	0	1,142,894
Balance, shares at May. 31, 2021		1,940,153	150,000	250,000	6,350,000	14,989,500	537,774,616
Balance, amount at May. 31, 2021	$ (1,344,134)	$ 194	$ 15	$ 250,000	$ 635	$ 1,499	$ 537,774	$ 2,884,051	$ (5,018,302)

XML

Statements of Cash Flows - USD ($)	12 Months Ended
	May 31, 2021	May 31, 2020
CASH FLOWS FROM OPERATING ACTIVITIES
Net Income (Loss)	$ 1,142,894	$ (1,309,851)
Adjustments to reconcile net income (loss) to net cash used in operating activities:
(Gain) loss on change in fair value of derivative liability	(1,184,178)	1,255,026
Changes in operating assets and liabilities:
Accounts payable and accrued liabilities	17,019	32,594
Accrued interest - related party	12,894	12,892
Accrued interest	7,259	7,280
Net cash used in operating activities	(4,112)	(2,059)
CASH FLOWS FROM INVESTING ACTIVITIES
Net cash used in investing activities	0	0
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from notes payable - related party	4,000	2,500
Net cash provided by financing activities	4,000	2,500
Net cash increase (decrease) for the period	(112)	441
Cash at beginning of period	727	286
Cash at end of period	615	727
Supplemental Cash Flow Disclosures
Cash paid for interest	0	0
Cash paid for income taxes	0	0
Non-Cash Investing and Financing Activity:
Reclassification of accounts payable to notes payable - related party	$ 17,019	$ 0

XML

Organization and Summary of Significant Accounting Policies

12 Months Ended

May 31, 2021

Organization and Summary of Significant Accounting Policies

Note 1 - Organization and Summary of Significant Accounting Policies

Note 1 – Organization and Summary of Significant Accounting Policies

Organization and Nature of Business

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

We sell a ready-to-use, pre-mixed pancake and waffle batter delivered in a pressurized can. Our current product is an original flavor of pancake and waffle batter. Currently, we have developed three flavors for our pancake and waffle mix. We suspended our operations in 2018, but plan to resume our pancake and waffle batter operations, and to expand into other baked goods and other non-breakfast areas.

Use of Estimates

The preparation of financial statements in accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. A change in managements’ estimates or assumptions could have a material impact on Nate’s Food Co. financial condition and results of operations during the period in which such changes occurred. Actual results could differ from those estimates. Nate’s Food Co.’s financial statements reflect all adjustments that management believes are necessary for the fair presentation of their financial condition and results of operations for the periods presented.

Cash and Cash Equivalents

For purposes of the statement of cash flows, the Company considers all short-term marketable securities purchased with maturity of three months or less to be cash equivalents.

Stock-Based Compensation

The Company applies ASC 718 “Compensation – Stock Compensation” to stock-based compensation to employees and non-employees, which requires the measurement of the cost of services received in exchange for an award of an equity instrument based on the grant-date fair value of the award. Compensation cost is recognized over the estimated service period (generally the vesting period) on the straight-line method. The Black-Scholes option-pricing model is used to estimate the fair value of options granted.

Revenue Recognition

The Company recognizes revenue in accordance with ASC 606, "Revenue Recognition” following the five steps procedure:

Step 1: Identify the contract(s) with customers

Step 2: Identify the performance obligations in the contract

Step 3: Determine the transaction price

Step 4: Allocate the transaction price to performance obligations

Step 5: Recognize revenue when the entity satisfies a performance obligation

The Company’s sales are derived from the sale of ready-to-use, pre-mixed pancake and waffle batter. The Company recognizes revenue at a point in time when it satisfies its obligation by transferring control of the goods to the customer. The cost of sales includes packaging-related expenses.

During the years ended May 31, 2021 and 2020, the Company recognized revenue of $1,758 and nil, respectively, for the goods that have been delivered to the customers. During the years ended May 31, 2021 and 2020, the Company incurred cost of sales of $456 and nil, respectively, resulting in gross profit of $1,302 and nil, respectively.

Income Taxes

The Company uses the asset and liability method of accounting for income taxes in accordance with ASC 740-10, “Accounting for Income Taxes.” Under this method, income tax expense is recognized for the amount of: (i) taxes payable or refundable for the current year; and, (ii) deferred tax consequences of temporary differences resulting from matters that have been recognized in an entity’s financial statements or tax returns. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the results of operations in the period that includes the enactment date. A valuation allowance is provided to reduce the deferred tax assets reported if, based on the weight of available positive and negative evidence, it is more likely than not that some portion or all of the deferred tax assets will not be realized.

ASC 740-10 prescribes a recognition threshold and measurement attribute for the financial statement recognition of a tax position taken or expected to be taken on a tax return. Under ASC 740-10, a tax benefit from an uncertain tax position taken or expected to be taken may be recognized only if it is “more likely than not” that the position is sustainable upon examination, based on its technical merits. The tax benefit of a qualifying position under ASC 740-10 would equal the largest amount of tax benefit that is greater than 50% likely of being realized upon ultimate settlement with a taxing authority having full knowledge of all the relevant information. A liability (including interest and penalties, if applicable) is established to the extent a current benefit has been recognized on a tax return for matters that are considered contingent upon the outcome of an uncertain tax position. Related interest and penalties, if any, are included as components of income tax expense and income taxes payable.

Fair Value of Financial Instruments

The Company’s financial instruments consist primarily of cash, accounts payable and accrued liabilities, convertible notes and notes payable. The carrying amounts of such financial instruments approximate their respective estimated fair value due to the short-term maturities and approximate market interest rates of these instruments.

The Company adopted ASC Topic 820, Fair Value Measurements (“ASC Topic 820”), which defines fair value, establishes a framework for measuring fair value, and expands disclosures about fair value measurements. The standard provides a consistent definition of fair value which focuses on an exit price that would be received upon sale of an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The standard also prioritizes, within the measurement of fair value, the use of market-based information over entity specific information and establishes a three-level hierarchy for fair value measurements based on the nature of inputs used in the valuation of an asset or liability as of the measurement date.

The three-level hierarchy for fair value measurements is defined as follows:

Level 1 – inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets; liabilities in active markets;

Level 2 – inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the asset or liability other than quoted prices, either directly or indirectly, including inputs in markets that are not considered to be active; or directly or indirectly including inputs in markets that are not considered to be active;

Level 3 – inputs to the valuation methodology are unobservable and significant to the fair value measurement

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

May 31, 2021	Level 1		Level 2		Level 3		Total
Liabilities
Derivative liabilities	$	-	$	-	$	537,540	$	537,540

May 31, 2020	Level 1		Level 2		Level 3		Total
Liabilities
Derivative liabilities	$	-	$	-	$	1,721,718	$	1,721,718

Earnings (Loss) Per Share

The Company computes net income (loss) per share in accordance with ASC 260, “Earnings per Share”. ASC 260 requires presentation of both basic and diluted earnings per share (EPS) on the face of the income statement. Basic EPS is computed by dividing net income (loss) available to common shareholders (numerator) by the weighted average number of shares outstanding (denominator) during the period. Diluted EPS gives effect to all dilutive potential common shares outstanding during the period using the treasury stock method for outstanding warrants and options and using the if-converted method for convertible debt and convertible preferred stock. In computing diluted EPS, the average stock price for the period is used in determining the number of shares assumed to be purchased from the exercise of stock options or warrants. Diluted EPS excludes all dilutive potential shares if their effect is anti-dilutive.

For the years ended May 31, 2021 and 2020, respectively, the following warrants, convertible notes and convertible preferred stock were potentially dilutive.

	Year ended
	May 31,
	2021		2020
	(Shares)		(Shares)
Warrants		-		92,322,564
Convertible notes payable		185,358,384		582,762,000
Series B convertible preferred stock		150,000,000		150,000,000
Series C convertible preferred stock		16,500,000		16,500,000
Series D convertible preferred stock		95,250,000		95,250,000
Series E convertible preferred stock		149,895,000		95,250,000
		597,003,384		1,032,084,564

For the year ended May 31, 2020, the warrants, convertible notes and convertible preferred stock that were potentially dilutive, were excluded from the computation of diluted net loss per shares as the result of the computation was anti-dilutive.

The following represents a reconciliation of the numerators and denominators of the basic and diluted earnings per share computation for the year ended May 31, 2021:

	Net Income (Loss)			Shares		Per Share
	(Numerator)			(Denominator)		Amount
Basic EPS	$	1,142,894			537,774,616	$	0.00
Effect of dilutive securities:
Warrants		-			-		-
Convertible notes payable		(1,190,805	)		185,358,384		-
Preferred stock		-			-		-
Diluted EPS	$	(47,911	)		723,133,000	$	(0.00	)

Recently Issued Accounting Pronouncements

The Company has determined that there are no applicable recently issued accounting pronouncements that are expected to have a material impact on these financial statements.

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Going Concern

12 Months Ended

May 31, 2021

Going Concern

Note 2 - Going Concern

Note 2 – Going Concern

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

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

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

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

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Related Party Transactions

12 Months Ended

May 31, 2021

Related Party Transactions

Note 3 - Related Party Transactions

Note 3 – Related Party Transactions

Notes Payable – Related Party

During the years ended May 31, 2021 and 2020, the Company borrowed $4,000 and $2,500, respectively from our officer for working capital purposes. As at May 31, 2021 and 2020, the total amount owed to this officer was $361,075 and $334,056, respectively. Of the May 31, 2021 amount, $57,000 of the loan is at 10% interest and was to be repaid by June 28, 2017 and currently is in default, and as at May 31, 2021 and 2020, accrued interest of $28,079 and $22,379 in interest has been recorded with respect to this loan.There is no additional interest charged to the note as a result of the default. Additionally, $71,902 of the loan is at 10% interest and due on December 31, 2016 and currently in default and as at May 31, 2021 and 2020, accrued interest of $48,202 and $41,008 in interest has been recorded with respect to this loan.There is no additional interest charged to the note as a result of the default. Additionally, $232,173 of the loan includes $17,019 reclassified from accounts payable is at 0% interest, and is due on demand.

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Convertible Notes

12 Months Ended

May 31, 2021

Convertible Notes

Note 4 - Convertible Notes

Note 4 – Convertible Notes

The Company had the following convertible notes payable outstanding as of May 31, 2021 and 2020:

	May 31,		May 31,
	2021		2020
Convertible notes payable	$	36,818	$	36,818
		36,818		36,818
Less: debt discount and deferred financing cost		-		-
		36,818		36,818
Less: current portion of convertible notes payable		36,818		36,818
Long-term convertible notes payable	$	-	$	-

On October 13, 2016, the Company received financing from an unrelated party in the amount of $85,500 with $5,000 original issue discount and incurred $8,000 in financing costs. On December 29, 2017, the principal balance along with the related default penalties, accrued and unpaid interest, and the conversion rights were sold to another unrelated party. The original issue discount and financing costs were amortized over the original life of the note using the effective interest method. The $85,500 bears 10% interest and matured on July 13, 2017. The note is currently in default, and bears 18% interest rate while in default. The holder shall be entitled to convert any portion of the outstanding and unpaid conversion amount into fully paid and non-assessable shares of common stock. The conversion price is the 45% discount to the lowest traded price during the previous 20 trading days to the date of a conversion notice. The Company may redeem the note at rates ranging from 125% to 150% depending on the redemption date. The note was discounted for a derivative (see note 5 for details) and the discount was amortized over the original life of the note using the effective interest method. During the years ended May 31, 2021 and 2020, the Company recognized interest expense of $7,259 and $7,279, respectively. As of May 31, 2021 and 2020, the Company had accrued interest of $34,546 and $27,287, respectively.

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Derivative Liability

12 Months Ended

May 31, 2021

Derivative Liability

Note 5 - Derivative Liability

Note 5 – Derivative Liability

The Company analyzed the conversion options on its convertible note (note 4) for derivative accounting consideration under ASC 815, “Derivatives and Hedging,” and determined that the embedded conversion option should be classified as a liability when the conversion option becomes effective and there being no explicit limit to the number of shares to be delivered upon settlement of the above conversion options. The Company accounts for warrants (note 6) as a derivative liability due to there being no explicit limit to the number of shares to be delivered upon settlement of all conversion options.

The following table summarizes the derivative liabilities included in the balance sheets at May 31, 2021 and 2020:

Balance - May 31, 2019	$	466,692
(Gain) on change in fair value of the derivative		1,255,026
Balance - May 31, 2020	$	1,721,718
Loss on change in fair value of the derivative		(1,184,178	)
Balance - May 31, 2021	$	537,540

The table below shows the Black-Scholes option-pricing model inputs used by the Company to value the derivative liability, as well as the determined value of the option liability at each measurement date:

	May 31,	May 31,
	2021	2020
Expected term	(3.14) – 0.08 years	(2.13) – 1.08 years
Expected average volatility	336%	274% - 361%
Expected dividend yield	-	-
Risk-free interest rate	0.08%	0.18% - 1.76%

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Equity Transactions

12 Months Ended

May 31, 2021

Equity Transactions

Note 6 - Equity Transactions

Note 6 – Equity Transaction

Preferred Stock

Series A Preferred Stock

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

There were no issuances of the Series A Preferred Stock during the years ended May 31, 2021 and 2020.

As of May 31, 2021 and 2020, 1,940,153 shares of series A Preferred Stock were issued and outstanding.

Series B Preferred Stock

The Company is authorized to issue 150,000 shares of Series B Preferred Stock at a par value of $0.0001. The Series B Preferred Stock shall have no liquidation preference over any other class of stock and there will be no dividends due or payable on the Series B Preferred Stock. The Series B Preferred Stock converts into common stock at a ratio of 1:1,000. However, the Series B Preferred Stock may not be converted for a period of 12 months from the date of issue.

There were no issuances of the Series B Preferred Stock during the years ended May 31, 2021 and 2020.

As of May 31, 2021 and 2020, 150,000 shares of Series B Preferred Stock were issued and outstanding.

Series C Preferred Stock

The Company is authorized to issue 250,000 shares of Series C Preferred Stock at a par value of $1. The Series C Preferred Stock shall have no liquidation preference over any other class of stock and there will be no dividends due or payable on the Series C Preferred Stock. The Preferred Stock can be converted to common stock, at a conversion rate of 66 common shares for each preferred stock.

There were no issuances of the Series C Preferred Stock during the years ended May 31, 2021 and 2020.

As of May 31, 2021 and 2020, 250,000 shares of Series C Preferred Stock were issued and outstanding.

Series D Convertible Preferred Stock

The Company is authorized to issue 10,000,000 shares of Series D Preferred Stock at a par value of $0.0001. The Series D Preferred Stock shall have no liquidation preference over any other class of stock and there will be no dividends due or payable on the Series D Preferred Stock. Beginning January 1, 2017, each holder of shares of Series D Preferred Stock may, at any time and from time to time, convert each of its shares of Series D Preferred Stock into a 15 of fully paid and nonassessable shares of common stock.

There were no issuances of the Series D Preferred Stock during the years ended May 31, 2021 and 2020.

As of May 31, 2021 and 2020, 6,350,000 shares of Series D Preferred Stock were issued and outstanding, respectively.

Series E Preferred Stock

The Company is authorized to issue 15,000,000 shares of series E Preferred Stock at a par value of $0.0001. The Series E Preferred Stock shall have no liquidation preference over any other class of stock and there will be no dividends due or payable on the Series E Convertible Preferred Stock. Beginning October 1, 2016, each share of Series E Preferred Stock is convertible into ten (10) shares of common stock. From October 1, 2016 to October 1, 2018, holders of Series E Preferred Stock may at any time convert to shares of common stock, thereafter, the Company may elect to convert any outstanding stock at any time without notice to the shareholders. The Company evaluated the conversion feature and concluded that it did not qualify as a derivative transaction. The Company evaluated the convertible preferred stock under FASB ACS 470-20-30 and determined it does not contain a beneficial conversion feature.

There were no issuances of the Series E Preferred Stock during the years ended May 31, 2021 and 2020.

As of May 31, 2021 and 2020, 14,989,500 shares of Series E Preferred Stock were issued and outstanding, respectively.

Common stock

The Company is authorized to issue 1,500,000,000 shares of common stock at a par value of $0.001.

There were no issuances of common stock during the years ended May 31, 2021 and 2020.

As of May 31, 2021 and 2020, 537,774,616 shares of common stock were issued and outstanding, respectively.

Warrants

On September 29, 2015, the Company granted 1,000,000 warrants valued at $29,000 to Vista Capital Investments, LLC, in exchange for interest owed of $12,222, and recognized a loss on debt settlement of $16,778. Warrants were originally exercisable into 1,000,000 shares of common stock, for a period of five years from issuance, at a price of $0.05 per share, with multiple reset provisions when the share price is below $0.05. As a result of these reset features, additional warrants were issued and became exercisable into 92,332,564 shares of common stock at $0.00011 per share. Each warrant was exercisable into one share of common stock.

The following table summarizes warrant activity for the years ended May 31, 2021 and 2020:

	Number of shares			Weighted Average Exercise Price			Weighted Average Life (years)
Outstanding, May 31, 2019		36,933,026		$	0.00028		1.33 years
Reset features		55,399,539			0.00011		0.33 years
Forfeited		-			-			-
Exercised		-			-			-
Outstanding, May 31, 2020		92,322,564		$	0.00011		0.33 years
Reset features		-			-			-
Forfeited		(92,332,564	)		(0.00011	)		-
Exercised		-			-			-
Outstanding, May 31, 2021		-		$	-			-

Aggregate intrinsic value is the sum of the amounts by which the quoted market price of the Company’s stock exceeded the exercise price of the warrants at May 31, 2017, for those warrants for which the quoted market price was in excess of the exercise price (“in-the-money” warrants).

The Company determined that the warrants qualify for derivative accounting (see note 5).

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Taxes

12 Months Ended

May 31, 2021

Taxes

Note 7 - Taxes

Note 7 – Taxes

We did not provide any current or deferred U.S. federal income tax provision or benefit for any of the periods presented because we have experienced operating losses since inception. When it is more likely than not that a tax asset cannot be realized through future income the Company must allow for this future tax benefit. We provided a full valuation allowance on the net deferred tax asset, consisting of net operating loss carry forwards, because management has determined that it is more likely than not that we will not earn income sufficient to realize the deferred tax assets during the carry forward period.

The Company has not taken a tax position that, if challenged, would have a material effect on the financial statements for the years ended May 31, 2021 and 2020 as applicable under FASB ASC 740. We did not recognize any adjustment to the liability for uncertain tax position and therefore did not record any adjustment to the beginning balance of accumulated deficit on the balance sheet. All tax returns for the Company remain open.

On December 22, 2017, the United States enacted the Tax Cuts and Jobs Act (the “Act”) resulting in significant modifications to existing law including lowering the corporate tax rate from 35% to 21%. In addition to applying the new lower corporate tax rate in 2018 and thereafter to any taxable income we may have, the legislation affects the way we can use and carry forward net operating losses previously accumulated and results in a revaluation of deferred tax assets and liabilities recorded on our balance sheet. The Company has completed the accounting for the effects of the Act during the period ended May 31, 2021. Given that current deferred tax assets are offset by a full valuation allowance, these changes will have no impact on the balance sheet.

The provision for income taxes differs from the amount computed by applying the statutory federal income tax rate to income before provision for income taxes. The sources and tax effects of the differences for the periods presented are as follows:

Income tax provision at the federal statutory rate	21	%
Effect on operating losses	(21	)%

Changes in the net deferred tax assets consist of the following:

Income tax	May 31,		May 31,
	2021		2020
Net operating loss carry forward	$	1,080,649	$	1,121,933

A reconciliation of income taxes computed at the statutory rate is as follows:

	May 31,			May 31,
	2021			2020
Total deferred tax assets at statutory tax rate	$	226,936		$	235,606
Increase in valuation allowance		(226,936	)		(235,606	)
Net deferred tax asset	$	-		$	-

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Risks and Uncertainties

12 Months Ended

May 31, 2021

Risks and Uncertainties

Note 8 - Risks and Uncertainties

Note 8 – Risks and Uncertainties

In early 2020, the World Health Organization declared the rapidly spreading coronavirus disease (COVID-19) outbreak a pandemic. This pandemic has resulted in governments worldwide enacting emergency measures to combat the spread of the virus. The Company considered the impact of COVID-19 on the assumptions and estimates used and determined that there were no retroactive material adverse impacts on the Company’s results of operations and financial position at May 31, 2021 and 2020. The full extent of the future impacts of COVID-19 on the Company’s operations is uncertain. A prolonged outbreak could have a material adverse impact on financial results and business operations of the Company in the future. The Company is not aware of any specific event or circumstance that would require an update to its estimates or judgments or a revision of the carrying value of its assets or liabilities as of the date of issuance of this Annual Report on Form 10-K. These estimates may change, as new events occur and additional information is obtained.

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Subsequent Events

12 Months Ended

May 31, 2021

Subsequent Events

Note 9 - Subsequent Events

Note 9 – Subsequent Events

Management has evaluated subsequent events through the date these financial statements were issued. Based on our evaluation no material events have occurred that require disclosure.

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Organization and Summary of Significant Accounting Policies (Policies)

12 Months Ended

May 31, 2021

Organization and Summary of Significant Accounting Policies

Organization and Nature of Business

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

We sell a ready-to-use, pre-mixed pancake and waffle batter delivered in a pressurized can. Our current product is an original flavor of pancake and waffle batter. Currently, we have developed three flavors for our pancake and waffle mix. We suspended our operations in 2018, but plan to resume our pancake and waffle batter operations, and to expand into other baked goods and other non-breakfast areas.

Use of Estimates

The preparation of financial statements in accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. A change in managements’ estimates or assumptions could have a material impact on Nate’s Food Co. financial condition and results of operations during the period in which such changes occurred. Actual results could differ from those estimates. Nate’s Food Co.’s financial statements reflect all adjustments that management believes are necessary for the fair presentation of their financial condition and results of operations for the periods presented.

Cash and Cash Equivalents

For purposes of the statement of cash flows, the Company considers all short-term marketable securities purchased with maturity of three months or less to be cash equivalents.

Share-Based Compensation

The Company applies ASC 718 “Compensation – Stock Compensation” to stock-based compensation to employees and non-employees, which requires the measurement of the cost of services received in exchange for an award of an equity instrument based on the grant-date fair value of the award. Compensation cost is recognized over the estimated service period (generally the vesting period) on the straight-line method. The Black-Scholes option-pricing model is used to estimate the fair value of options granted.

Revenue Recognition

The Company recognizes revenue in accordance with ASC 606, "Revenue Recognition” following the five steps procedure:

Step 1: Identify the contract(s) with customers

Step 2: Identify the performance obligations in the contract

Step 3: Determine the transaction price

Step 4: Allocate the transaction price to performance obligations

Step 5: Recognize revenue when the entity satisfies a performance obligation

The Company’s sales are derived from the sale of ready-to-use, pre-mixed pancake and waffle batter. The Company recognizes revenue at a point in time when it satisfies its obligation by transferring control of the goods to the customer. The cost of sales includes packaging-related expenses.

During the years ended May 31, 2021 and 2020, the Company recognized revenue of $1,758 and nil, respectively, for the goods that have been delivered to the customers. During the years ended May 31, 2021 and 2020, the Company incurred cost of sales of $456 and nil, respectively, resulting in gross profit of $1,302 and nil, respectively.

Income Taxes

The Company uses the asset and liability method of accounting for income taxes in accordance with ASC 740-10, “Accounting for Income Taxes.” Under this method, income tax expense is recognized for the amount of: (i) taxes payable or refundable for the current year; and, (ii) deferred tax consequences of temporary differences resulting from matters that have been recognized in an entity’s financial statements or tax returns. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the results of operations in the period that includes the enactment date. A valuation allowance is provided to reduce the deferred tax assets reported if, based on the weight of available positive and negative evidence, it is more likely than not that some portion or all of the deferred tax assets will not be realized.

ASC 740-10 prescribes a recognition threshold and measurement attribute for the financial statement recognition of a tax position taken or expected to be taken on a tax return. Under ASC 740-10, a tax benefit from an uncertain tax position taken or expected to be taken may be recognized only if it is “more likely than not” that the position is sustainable upon examination, based on its technical merits. The tax benefit of a qualifying position under ASC 740-10 would equal the largest amount of tax benefit that is greater than 50% likely of being realized upon ultimate settlement with a taxing authority having full knowledge of all the relevant information. A liability (including interest and penalties, if applicable) is established to the extent a current benefit has been recognized on a tax return for matters that are considered contingent upon the outcome of an uncertain tax position. Related interest and penalties, if any, are included as components of income tax expense and income taxes payable.

Fair Value of Financial Instruments

The Company’s financial instruments consist primarily of cash, accounts payable and accrued liabilities, convertible notes and notes payable. The carrying amounts of such financial instruments approximate their respective estimated fair value due to the short-term maturities and approximate market interest rates of these instruments.

The Company adopted ASC Topic 820, Fair Value Measurements (“ASC Topic 820”), which defines fair value, establishes a framework for measuring fair value, and expands disclosures about fair value measurements. The standard provides a consistent definition of fair value which focuses on an exit price that would be received upon sale of an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The standard also prioritizes, within the measurement of fair value, the use of market-based information over entity specific information and establishes a three-level hierarchy for fair value measurements based on the nature of inputs used in the valuation of an asset or liability as of the measurement date.

The three-level hierarchy for fair value measurements is defined as follows:

Level 1 – inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets; liabilities in active markets;

Level 2 – inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the asset or liability other than quoted prices, either directly or indirectly, including inputs in markets that are not considered to be active; or directly or indirectly including inputs in markets that are not considered to be active;

Level 3 – inputs to the valuation methodology are unobservable and significant to the fair value measurement

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

May 31, 2021	Level 1		Level 2		Level 3		Total
Liabilities
Derivative liabilities	$	-	$	-	$	537,540	$	537,540

May 31, 2020	Level 1		Level 2		Level 3		Total
Liabilities
Derivative liabilities	$	-	$	-	$	1,721,718	$	1,721,718

Basic Earnings (Loss) Per Share

The Company computes net income (loss) per share in accordance with ASC 260, “Earnings per Share”. ASC 260 requires presentation of both basic and diluted earnings per share (EPS) on the face of the income statement. Basic EPS is computed by dividing net income (loss) available to common shareholders (numerator) by the weighted average number of shares outstanding (denominator) during the period. Diluted EPS gives effect to all dilutive potential common shares outstanding during the period using the treasury stock method for outstanding warrants and options and using the if-converted method for convertible debt and convertible preferred stock. In computing diluted EPS, the average stock price for the period is used in determining the number of shares assumed to be purchased from the exercise of stock options or warrants. Diluted EPS excludes all dilutive potential shares if their effect is anti-dilutive.

For the years ended May 31, 2021 and 2020, respectively, the following warrants, convertible notes and convertible preferred stock were potentially dilutive.

	Year ended
	May 31,
	2021		2020
	(Shares)		(Shares)
Warrants		-		92,322,564
Convertible notes payable		185,358,384		582,762,000
Series B convertible preferred stock		150,000,000		150,000,000
Series C convertible preferred stock		16,500,000		16,500,000
Series D convertible preferred stock		95,250,000		95,250,000
Series E convertible preferred stock		149,895,000		95,250,000
		597,003,384		1,032,084,564

For the year ended May 31, 2020, the warrants, convertible notes and convertible preferred stock that were potentially dilutive, were excluded from the computation of diluted net loss per shares as the result of the computation was anti-dilutive.

The following represents a reconciliation of the numerators and denominators of the basic and diluted earnings per share computation for the year ended May 31, 2021:

	Net Income (Loss)			Shares		Per Share
	(Numerator)			(Denominator)		Amount
Basic EPS	$	1,142,894			537,774,616	$	0.00
Effect of dilutive securities:
Warrants		-			-		-
Convertible notes payable		(1,190,805	)		185,358,384		-
Preferred stock		-			-		-
Diluted EPS	$	(47,911	)		723,133,000	$	(0.00	)

Recently Issued Accounting Pronouncements

The Company has determined that there are no applicable recently issued accounting pronouncements that are expected to have a material impact on these financial statements.

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Organization and Summary of Significant Accounting Policies (Tables)

12 Months Ended

May 31, 2021

Organization and Summary of Significant Accounting Policies

Schedule of fair value measurements by level on recurring basis

May 31, 2021	Level 1		Level 2		Level 3		Total
Liabilities
Derivative liabilities	$	-	$	-	$	537,540	$	537,540

May 31, 2020	Level 1		Level 2		Level 3		Total
Liabilities
Derivative liabilities	$	-	$	-	$	1,721,718	$	1,721,718

Summary of warrants, convertible notes and convertible preferred stock were excluded from the computation of diluted net loss per shares

	Year ended
	May 31,
	2021		2020
	(Shares)		(Shares)
Warrants		-		92,322,564
Convertible notes payable		185,358,384		582,762,000
Series B convertible preferred stock		150,000,000		150,000,000
Series C convertible preferred stock		16,500,000		16,500,000
Series D convertible preferred stock		95,250,000		95,250,000
Series E convertible preferred stock		149,895,000		95,250,000
		597,003,384		1,032,084,564

Reconciliation of the numerators and denominators of the basic and diluted earnings per share computation

	Net Income (Loss)			Shares		Per Share
	(Numerator)			(Denominator)		Amount
Basic EPS	$	1,142,894			537,774,616	$	0.00
Effect of dilutive securities:
Warrants		-			-		-
Convertible notes payable		(1,190,805	)		185,358,384		-
Preferred stock		-			-		-
Diluted EPS	$	(47,911	)		723,133,000	$	(0.00	)

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Convertible Notes (Tables)

12 Months Ended

May 31, 2021

Convertible Notes

Schedule of convertible notes payable

	May 31,		May 31,
	2021		2020
Convertible notes payable	$	36,818	$	36,818
		36,818		36,818
Less: debt discount and deferred financing cost		-		-
		36,818		36,818
Less: current portion of convertible notes payable		36,818		36,818
Long-term convertible notes payable	$	-	$	-

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Derivative Liability (Tables)

12 Months Ended

May 31, 2021

Derivative Liability

Schedule of derivative liabilities included in balance sheet

Balance - May 31, 2019	$	466,692
(Gain) on change in fair value of the derivative		1,255,026
Balance - May 31, 2020	$	1,721,718
Loss on change in fair value of the derivative		(1,184,178	)
Balance - May 31, 2021	$	537,540

Schedule of value of option liability at each measurement date

	May 31,	May 31,
	2021	2020
Expected term	(3.14) – 0.08 years	(2.13) – 1.08 years
Expected average volatility	336%	274% - 361%
Expected dividend yield	-	-
Risk-free interest rate	0.08%	0.18% - 1.76%

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Equity Transactions (Tables)

12 Months Ended

May 31, 2021

Equity Transactions

Schedule of warrant activity

	Number of shares			Weighted Average Exercise Price			Weighted Average Life (years)
Outstanding, May 31, 2019		36,933,026		$	0.00028		1.33 years
Reset features		55,399,539			0.00011		0.33 years
Forfeited		-			-			-
Exercised		-			-			-
Outstanding, May 31, 2020		92,322,564		$	0.00011		0.33 years
Reset features		-			-			-
Forfeited		(92,332,564	)		(0.00011	)		-
Exercised		-			-			-
Outstanding, May 31, 2021		-		$	-			-

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Taxes (Tables)

12 Months Ended

May 31, 2021

Taxes

Provision for income taxes at federal statutory rate

Income tax provision at the federal statutory rate	21	%
Effect on operating losses	(21	)%

Changes in the net deferred tax assets

Income tax	May 31,		May 31,
	2021		2020
Net operating loss carry forward	$	1,080,649	$	1,121,933

Reconciliation of income taxes computed at the statutory rate

	May 31,			May 31,
	2021			2020
Total deferred tax assets at statutory tax rate	$	226,936		$	235,606
Increase in valuation allowance		(226,936	)		(235,606	)
Net deferred tax asset	$	-		$	-

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Organization and Summary of Significant Accounting Policies (Details) - USD ($)	May 31, 2021	May 31, 2020	May 31, 2019	May 31, 2018	May 31, 2016
Derivative liabilities	$ 537,540	$ 1,721,718	$ 466,692	$ 312,752	$ 2,039,179
Fair Value, Measurements, Recurring [Member]
Derivative liabilities	537,540	1,721,718
Fair Value, Measurements, Recurring [Member] | Fair Value, Inputs, Level 1 [Member]
Derivative liabilities	0	0
Fair Value, Measurements, Recurring [Member] | Fair Value, Inputs, Level 2 [Member]
Derivative liabilities	0	0
Fair Value, Measurements, Recurring [Member] | Fair Value, Inputs, Level 3 [Member]
Derivative liabilities	$ 537,540	$ 1,721,718

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Organization and Summary of Significant Accounting Policies (Details 1) - shares	12 Months Ended
	May 31, 2021	May 31, 2020
Weighted average basic shares outstanding, Anti diluted	597,003,384	1,032,084,564
Series B Preferred Stock [Member]
Weighted average basic shares outstanding, Anti diluted	150,000,000	150,000,000
Series C preferred stock [Member]
Weighted average basic shares outstanding, Anti diluted	16,500,000	16,500,000
Series D Preferred Stock [Member]
Weighted average basic shares outstanding, Anti diluted	95,250,000	95,250,000
Series E Preferred Stock [Member]
Weighted average basic shares outstanding, Anti diluted	149,895,000	95,250,000
Convertible Notes Payable [Member]
Weighted average basic shares outstanding, Anti diluted	185,358,384	582,762,000
Warrants [Member]
Weighted average basic shares outstanding, Anti diluted		92,322,564

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Organization and Summary of Significant Accounting Policies (Details 2) - USD ($)	12 Months Ended
	May 31, 2021	May 31, 2020
Organization and Summary of Significant Accounting Policies
Net Income (Loss) of Basic EPS	$ 1,142,894
Net Income (Loss) of Warrants	0
Net Income (Loss) of Convertible notes payable	(1,190,805)
Net Income (Loss) of Preferred stock	0
Net Income (Loss) of Diluted EPS	$ 47,911
Shares of Basic EPS	537,774,616	537,774,616
Shares of Convertible notes payable	185,358,384
Shares of Diluted EPS	723,133,000
Shares used in basic and diluted per share amounts:
Per Share of Basic EPS	$ 0.00	$ 0.00
Per Share of Diluted EPS	$ 0.00	$ 0.00

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Organization and Summary of Significant Accounting Policies (Details Narrative) - USD ($)	12 Months Ended
	May 31, 2021	May 31, 2020
Organization and Summary of Significant Accounting Policies
Sales	$ 1,758	$ 0
Cost of Goods Sold	456	0
Gross Profit	$ 1,302	$ 0

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Related Party Transactions (Details Narrative) - USD ($)	12 Months Ended
	May 31, 2021	May 31, 2020
Accrued interest	$ 28,079	$ 22,379
Accounts payable and accrued liabilities	17,019	32,594
Proceeds from notes payable - related party	4,000	2,500
Officer [Member]
Working capital Borrowed	361,075	334,056
Proceeds from notes payable - related party	$ 4,000	2,500
Repayment of loan maturity date	Jun. 28, 2017
Officer [Member] | Interest Rate Ten Percent [Member]
Amount owed to related Party	$ 57,000	$ 57,000
Interest rate on loan	10.00%	10.00%
Officer [Member] | Interest Rate Zero Percent [Member]
Amount owed to related Party	$ 232,173
Interest rate on loan	0.00%
Officer [Member] | Interest Rate Ten Percent One [Member]
Accrued interest	$ 48,202	$ 41,008
Repayment of loan maturity date	Dec. 31, 2016
Amount owed to related Party	$ 71,902	$ 71,902
Interest rate on loan	10.00%	10.00%

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Convertible Notes (Details) - USD ($)	May 31, 2021	May 31, 2020
Convertible notes payable	$ 36,818	$ 36,818
Total	36,818	36,818
Less: debt discount and deferred financing cost	0	0
Less: current portion of convertible notes payable	36,818	36,818
Long-term convertible notes payable	0	0
JSJ Investments [Member]
Total	$ 36,818	$ 36,818

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Convertible Notes (Details Narrative)		12 Months Ended
	Oct. 13, 2016 USD ($) integer	May 31, 2021 USD ($)	May 31, 2020 USD ($)
Accrued interest		$ 28,079	$ 22,379
Convertibles Debt [Member] | JSJ Investments [Member]
Amount of financing received	$ 85,500
Interest rate	10.00%
Conversion price, percentage	45.00%
Number of trading days | integer	20
Interest expense related to amortization of deferred financing cost	$ 85,500
Interest expense		7,259	7,279
Maturity date	Jul. 13, 2017
Cash discount	$ 5,000
Financing costs	$ 8,000
Percentage of outstanding principal and accrued unpaid interest	125.00%
Percentage of outstanding principal and accrued unpaid interest after 90 days	150.00%
Accrued interest		$ 34,546	$ 27,287

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Derivative Liability (Details) - USD ($)	12 Months Ended
	May 31, 2021	May 31, 2020
Derivative Liability
Derivative liabilities, Beginning balance	$ 1,721,718	$ 466,692
(Gain) on change in fair value of the derivative	(1,184,178)	1,255,026
Loss on change in fair value of the derivative	1,184,178
Derivative liabilities, Ending balance	$ 537,540	$ 1,721,718

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Derivative Liability (Details 1)	12 Months Ended
	May 31, 2021	May 31, 2020
Expected average volatility	336.00%
Risk-free interest rate	0.08%
Expected dividend yield	0.00%	0.00%
Minimum [Member]
Expected average volatility		274.00%
Risk-free interest rate		1.76%
Expected term	29 days	1 year 29 days
Maximum [Member]
Expected average volatility		361.00%
Risk-free interest rate		0.18%
Expected term	3 years 1 month 20 days	2 years 1 month 17 days

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Equity Transactions (Details) - Warrants [Member] - $ / shares	12 Months Ended
	May 31, 2021	May 31, 2020
Warrants Outstanding, Number of Shares, Beginning balance	92,322,564	36,933,026
Reset features		55,399,539
Forfeited	(92,332,564)
Warrants Outstanding,Number of Shares, Ending balance		92,322,564
Weighted Average Exercise Price, begnning balance	$ 0.00011	$ 0.00028
Weighted Average Exercise Price, Reset features		0.00011
Weighted Average Exercise Price, Forfeited	$ 0.00011
Weighted Average Exercise Price, ending balance		$ 0.00011
Warrants Outstanding, Weighted Average life (in years), begnning	1 year 3 months 29 days	1 year 3 months 29 days
Warrants Outstanding, Weighted Average life (in years), Reset features		3 months 29 days
Warrants Outstanding, Weighted Average life (in years), ending		3 months 29 days

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Equity Transactions (Details Narrative) - USD ($)	1 Months Ended	12 Months Ended
	Sep. 29, 2015	May 31, 2021	May 31, 2020
Common stock, par value (in dollars per share)		$ 0.001	$ 0.001
Common stock, shares authorized		1,500,000,000	1,500,000,000
Common stock, shares issued		537,774,616	537,774,616
Common stock, shares outstanding		537,774,616	537,774,616
Vista Capital [Member]
Number of warrants granted	1,000,000
Amount of interest owed	$ 12,222
Fair value of warrants	29,000
Loss on settlement of debt	$ 16,778
Number of warrants exercisable into common stock	1,000,000	92,332,564
Term of warrants exercisable	five years
Exercise price of warrants exercisable	$ 0.05	$ 0.00011
Series A Preferred Stock [Member]
Preferred stock, par value (in dollars per share)		$ 0.0001	$ 0.0001
Preferred stock, shares authorized		2,000,000	2,000,000
Preferred stock, shares issued		1,940,153	1,940,153
Preferred stock, shares outstanding		1,940,153	1,940,153
Preferred Stock voting rights		The Series A Preferred Stock has voting rights equal to 1,000 votes for each 1 share of common stock owned.
Series B Preferred Stock [Member]
Preferred stock, par value (in dollars per share)		$ 0.0001	$ 0.0001
Preferred stock, shares authorized		150,000	150,000
Preferred stock, shares issued		150,000	150,000
Preferred stock, shares outstanding		150,000	150,000
Preferred stock, conversion ratio		The Series B Preferred Stock converts into common stock at a ratio of 1:1,000. However, the Series B Preferred Stock may not be converted for a period of 12 months from the date of issue.
Series C preferred stock [Member]
Preferred stock, par value (in dollars per share)		$ 1.00	$ 1.00
Preferred stock, shares authorized		250,000	250,000
Preferred stock, shares issued		250,000	250,000
Preferred stock, shares outstanding		250,000	250,000
Preferred stock, conversion ratio		The Preferred Stock can be converted to common stock, at a conversion rate of 66 common shares for each preferred stock.
Series D Preferred Stock [Member]
Preferred stock, par value (in dollars per share)		$ 0.0001	$ 0.0001
Preferred stock, shares authorized		10,000,000	10,000,000
Preferred stock, shares issued		6,350,000	6,350,000
Preferred stock, shares outstanding		6,350,000	6,350,000
Preferred stock, conversion ratio		Beginning January 1, 2017, each holder of shares of Series D Preferred Stock may, at any time and from time to time, convert each of its shares of Series D Preferred Stock into a 15 of fully paid and nonassessable shares of common stock.
Series E Preferred Stock [Member]
Preferred stock, par value (in dollars per share)		$ 0.0001	$ 0.0001
Preferred stock, shares authorized		15,000,000	15,000,000
Preferred stock, shares issued		14,989,500	14,989,500
Preferred stock, shares outstanding		14,989,500	14,989,500
Preferred stock, conversion ratio		Series E Preferred Stock is convertible into ten (10) shares of common stock. From October 1, 2016 to October 1, 2018, holders of Series E Preferred Stock may at any time convert to shares of common stock, thereafter, the Company may elect to convert any outstanding stock at any time without notice to the shareholders.

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Taxes (Details)	12 Months Ended
	May 31, 2021
Taxes
Income tax provision at the federal statutory rate	21.00%
Effect on operating losses	(21.00%)

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Taxes (Details 1) - USD ($)	May 31, 2021	May 31, 2020
Taxes
Net operating loss carry forward	$ 1,080,649	$ 1,121,933

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Taxes (Details 2) - USD ($)	May 31, 2021	May 31, 2020
Taxes
Total deferred tax assets at statutory tax rate	$ 226,936	$ 235,606
Increase in valuation allowance	(226,936)	(235,606)
Net deferred tax asset	$ 0	$ 0