NHMD (NHMD) S-1 16 May 22 IPO registration Financial data

Cover

Cover	9 Months Ended
	Feb. 28, 2022
Cover [Abstract]
Entity Registrant Name	NHMD HOLDINGS, INC.
Entity Central Index Key	0001409446
Document Type	S-1
Amendment Flag	false
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Filer Category	Non-accelerated Filer
Entity Ex Transition Period	false
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

Condensed Balance Sheets

Condensed Balance Sheets - USD ($)	Feb. 28, 2022	May 31, 2021	May 31, 2020
Assets
Cash	$ 20,807	$ 615	$ 727
Prepaid Expenses	79,611	0
Total Current Assets	100,418	615	727
Digital Currency	28,644	0
Total Assets	129,062	615	727
Current Liabilities:
Accounts Payable And Accrued Liabilities	298,814	298,489	298,489
Accrued Interest	49,834	34,546	27,287
Accrued Interest - Related Party	85,921	76,281	63,387
Notes Payable - Related Party	388,687	361,075	340,056
Convertible Notes, Net Of Discount	232,799	36,818	36,818
Derivative Liability	262,920	537,540	1,721,718
Total Current Liabilities	1,318,975	1,344,749	2,487,755
Total Liabilities	1,318,975	1,344,749	2,487,755
Stockholders' Deficit:
Common Stock, Par Value $0.001, 1,500,000,000 Shares Authorized,543,024,616 And 537,774,616 Issued And Outstanding, Respectively	553,024	537,774	537,774
Additional Paid-in Capital	2,960,836	2,884,051	2,884,051
Accumulated Deficit	(4,956,081)	(5,018,302)	(6,161,196)
Total Stockholders' Deficit	(1,189,913)	(1,344,134)	(2,487,028)
Total Liabilities And Stockholders' Deficit	129,062	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	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	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	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	600	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	$ 1,499

Condensed Balance Sheets (Paren

Condensed Balance Sheets (Parenthetical) - $ / shares	Feb. 28, 2022	May 31, 2021	May 31, 2020
Common Stock, Par Value (in Dollars Per Share)	$ 0.001	$ 0.001	$ 0.001
Common Stock, Shares Authorized	1,500,000,000	1,500,000,000	1,500,000,000
Common Stock, Shares Issued	553,024,616	537,774,616	537,774,616
Common Stock, Shares Outstanding	553,024,616	537,774,616	537,774,616
Series A Preferred Stock [Member]
Preferred Stock, Par Value (in Dollars Per Share)	$ 0.0001	$ 0.0001	$ 0.0001
Preferred Stock, Shares Authorized	2,000,000	2,000,000	2,000,000
Preferred Stock, Shares Issued	1,940,153	1,940,153	1,940,153
Preferred Stock, Shares Outstanding	1,940,153	1,940,153	1,940,153
Series B Preferred Stock [Member]
Preferred Stock, Par Value (in Dollars Per Share)	$ 0.0001	$ 0.0001	$ 0.0001
Preferred Stock, Shares Authorized	150,000	150,000	150,000
Preferred Stock, Shares Issued	150,000	150,000	150,000
Preferred Stock, Shares Outstanding	150,000	150,000	150,000
Series C preferred stock [Member]
Preferred Stock, Par Value (in Dollars Per Share)	$ 1	$ 1	$ 1
Preferred Stock, Shares Authorized	250,000	250,000	250,000
Preferred Stock, Shares Issued	250,000	250,000	250,000
Preferred Stock, Shares Outstanding	250,000	250,000	250,000
Series D Preferred Stock [Member]
Preferred Stock, Par Value (in Dollars Per Share)	$ 0.0001	$ 0.0001	$ 0.0001
Preferred Stock, Shares Authorized	10,000,000	10,000,000	10,000,000
Preferred Stock, Shares Issued	6,000,000	6,350,000	6,350,000
Preferred Stock, Shares Outstanding	6,000,000	6,350,000	6,350,000
Series E Preferred Stock [Member]
Preferred Stock, Par Value (in Dollars Per Share)	$ 0.0001	$ 0.0001	$ 0.0001
Preferred Stock, Shares Authorized	15,000,000	15,000,000	15,000,000
Preferred Stock, Shares Issued	14,989,500	14,989,500	14,989,500
Preferred Stock, Shares Outstanding	14,989,500	14,989,500	14,989,500

Condensed Statements of Operati

Condensed Statements of Operations - USD ($)	3 Months Ended		9 Months Ended		12 Months Ended
	Feb. 28, 2022	Feb. 28, 2021	Feb. 28, 2022	Feb. 28, 2021	May 31, 2021	May 31, 2020
Revenue
Sales		$ 258		$ 258	$ 1,758	$ 0
Digital Currency Mining	$ 27,193	0	$ 48,397
Cost Of Goods Sold	86,211	456	130,871	456	456	0
Gross Profit	(59,018)	(198)	(82,474)	(198)	1,302	0
Operating Expenses
Selling, General And Administrative	6,937	6,085	52,902	13,232	22,434	23,245
Total Operating Expenses	6,937	6,085	52,902	13,232	22,434	23,245
Operating Loss	(65,955)	(6,283)	(135,376)	(13,430)	(21,132)	(23,245)
Other (income) Expense
(gain) Loss On Change In Fair Value Of Derivative Liability	(141,175)	347,754	274,620	1,355,087	(1,184,178)	1,255,026
Impairment Loss On Digital Currency	(3,645)		(4,621)
Interest Expense	(42,803)	(5,013)	(72,402)	(15,099)	(20,152)	(31,580)
Total Other Income (expenses)	(187,623)	342,741	197,597	1,339,988	(1,164,026)	1,286,606
Net Income (loss)	$ (253,578)	$ 336,458	$ 62,221	$ 1,326,558	$ 1,142,894	$ (1,309,851)
Net Income (loss) Per Common Share:
Basic	$ 0	$ 0	$ 0	$ 0	$ 0	$ 0
Diluted	$ 0	$ 0	$ 0	$ 0	$ 0	$ 0
Weighted Average Number Of Common Shares Outstanding:
Basic	545,357,949	537,774,616	541,216,924	537,774,616	537,774,616	537,774,616
Diluted	618,391,270	664,198,747	614,250,245	664,198,747	545,415,172	537,774,616

Condensed Statements of Changes

Condensed 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)	Common Stock Payable [Member]
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	520,069								520,069
Balance, Shares at Aug. 31, 2020		1,940,153	150,000	250,000	6,350,000	14,989,500	537,774,616
Balance, Amount at Aug. 31, 2020	(1,966,959)	$ 194	$ 15	$ 250,000	$ 635	$ 1,499	$ 537,774	2,884,051	(5,641,127)
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	1,326,558
Balance, Shares at Feb. 28, 2021		1,940,153	150,000	250,000	6,350,000	14,989,500	537,774,616
Balance, Amount at Feb. 28, 2021	(1,160,470)	$ 194	$ 15	$ 250,000	$ 635	$ 1,499	$ 537,774	2,884,051	(4,834,638)
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)	$ 0
Balance, Shares at Aug. 31, 2020		1,940,153	150,000	250,000	6,350,000	14,989,500	537,774,616
Balance, Amount at Aug. 31, 2020	(1,966,959)	$ 194	$ 15	$ 250,000	$ 635	$ 1,499	$ 537,774	2,884,051	(5,641,127)
Net Loss	470,031								470,031
Balance, Shares at Nov. 30, 2020		1,940,153	150,000	250,000	6,350,000	14,989,500	537,774,616
Balance, Amount at Nov. 30, 2020	(1,496,928)	$ 194	$ 15	$ 250,000	$ 635	$ 1,499	$ 537,774	2,884,051	(5,171,096)
Net Loss	336,458								336,458
Balance, Shares at Feb. 28, 2021		1,940,153	150,000	250,000	6,350,000	14,989,500	537,774,616
Balance, Amount at Feb. 28, 2021	(1,160,470)	$ 194	$ 15	$ 250,000	$ 635	$ 1,499	$ 537,774	2,884,051	(4,834,638)
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)	0
Net Loss	390,364	$ 0	$ 0	$ 0	$ 0	$ 0	$ 0	0	390,364	0
Balance, Shares at Aug. 31, 2021		1,940,153	150,000	250,000	6,350,000	14,989,500	537,774,616
Balance, Amount at Aug. 31, 2021	(953,770)	$ 194	$ 15	$ 250,000	$ 635	$ 1,499	$ 537,774	2,884,051	(4,627,938)	0
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)	0
Net Loss	$ 62,221
Common Stock Issued In Conjunction With Convertible Note, Shares	5,250
Balance, Shares at Feb. 28, 2022		1,940,153	150,000	250,000	6,000,000	14,989,500	553,024,616
Balance, Amount at Feb. 28, 2022	$ (1,189,913)	$ 194	$ 15	$ 250,000	$ 600	$ 1,499	$ 553,024	2,960,836	(4,956,081)
Balance, Shares at Aug. 31, 2021		1,940,153	150,000	250,000	6,350,000	14,989,500	537,774,616
Balance, Amount at Aug. 31, 2021	(953,770)	$ 194	$ 15	$ 250,000	$ 635	$ 1,499	$ 537,774	2,884,051	(4,627,938)	0
Net Loss	(74,565)	0	0	0	$ 0	0	$ 0	0	(74,565)	0
Conversion Of Series D Preferred Stock, Shares					(350,000)		5,250,000
Conversion Of Series D Preferred Stock, Amount	0	0	0	0	$ (35)	0	$ 5,250	(5,215)	0	0
Common Stock Payable	92,000	$ 0	$ 0	$ 0	$ 0	$ 0	$ 0	0	0	92,000
Balance, Shares at Nov. 30, 2021		1,940,153	150,000	250,000	6,000,000	14,989,500	543,024,616
Balance, Amount at Nov. 30, 2021	(936,335)	$ 194	$ 15	$ 250,000	$ 600	$ 1,499	$ 543,024	2,878,836	(4,702,503)	92,000
Net Loss	(253,578)								(253,578)
Common Stock Issued In Conjunction With Convertible Note, Shares							10,000,000
Common Stock Issued In Conjunction With Convertible Note, Amount		$ 0	$ 0				$ 10,000	82,000		$ 92,000
Balance, Shares at Feb. 28, 2022		1,940,153	150,000	250,000	6,000,000	14,989,500	553,024,616
Balance, Amount at Feb. 28, 2022	$ (1,189,913)	$ 194	$ 15	$ 250,000	$ 600	$ 1,499	$ 553,024	$ 2,960,836	$ (4,956,081)

Condensed Statements of Cash Fl

Condensed Statements of Cash Flow - USD ($)	9 Months Ended		12 Months Ended
	Feb. 28, 2022	Feb. 28, 2021	May 31, 2021	May 31, 2020
Cash Flows From Operating Activities
Net Income	$ 62,221	$ 1,326,558	$ 1,142,894	$ (1,309,851)
Adjustments To Reconcile Net Income (loss) To Net Cash Used In Operating Activities:
Gain On Change In Fair Value Of Derivative Liability	(274,620)	(1,355,087)	1,184,178	(1,255,026)
Amortization Of Discount On Convertible Note	47,481	0
Impairment Loss On Digital Currency	4,621
(gain) Loss On Change In Fair Value Of Derivative Liability	274,620	1,355,087	(1,184,178)	1,255,026
Changes In Operating Assets And Liabilities:
Prepaids	(79,611)	0
Digital Currency	(33,265)	0
Accounts Payable And Accrued Liabilities	25,945	8,586	17,019	32,594
Accrued Interest - Related Party	9,640	9,669	12,894	12,892
Accrued Interest	15,280	5,430	7,259	7,280
Net Cash Used In Operating Activities	(222,308)	(4,844)	(4,112)	(2,059)
Cash Flows From Investing Activities
Net Cash Used In Investing Activities	0	0	0	0
Cash Flows From Financing Activities
Proceeds From Notes Payable	240,500	0
Proceeds From Notes Payable - Related Party	2,000	5,500	4,000	2,500
Net Cash Provided By Financing Activities	242,500	5,500	4,000	2,500
Net Cash Increase (decrease) For The Period	20,192	656	(112)	441
Cash At Beginning Of Period	615	727	727	286
Cash At End Of Period	20,807	1,383	615	727
Supplemental Cash Flow Disclosures
Cash Paid For Interest	0	0	0	0
Cash Paid For Income Taxes	0	0	0	0
Non-cash Investing And Financing Activity:
Reclassification Of Accounts Payable To Notes Payable - Related Party	25,620	8,586	$ 17,019	$ 0
Common Stock On Issuance Of Convertible Notes Payable	$ 92,000	$ 0
Conversion Of Series D Preferred Stock	5,250

Significant Accounting Policies

Significant Accounting Policies	9 Months Ended	12 Months Ended
	Feb. 28, 2022	May 31, 2021
Significant Accounting Policies
Significant Accounting Policies	Note 1 –Significant Accounting Policies Basis of Presentation The accompanying unaudited financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America and the rules of the Securities and Exchange Commission (“SEC”) and should be read in conjunction with the audited financial statements and notes thereto contained in the Company’s annual report filed with the SEC on Form 10-K/A, on October 12, 2021. In the opinion of management, all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of financial position and the results of operations for the interim periods presented have been reflected herein. The results of operations for interim periods are not necessarily indicative of the results to be expected for the full year. Notes to the financial statements which would substantially duplicate the disclosure contained in the audited financial statements for the most recent fiscal year 2021 as reported in Form 10-K, have been omitted. Use of Estimates The preparation of financial statements with 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. Digital Currencies Intangibles—Goodwill and Other We determine the fair value of our digital currencies on a nonrecurring basis in accordance with ASC 820, Fair Value Measurement Impairment losses are recognized within other income (expense) on the statements of operations in the period in which the impairment is identified. The impaired digital currencies are written down to their fair value at the time of impairment and this new cost basis will not be adjusted upward for any subsequent increase in fair value. Gains are not recorded until realized upon sale(s), at which point they are presented net of any impairment losses for the same digital assets held within other income (expense). In determining the gain to be recognized upon sale, we calculate the difference between the sales price and carrying value of the digital assets sold immediately prior to sale. As of February 28, 2022, the market value of digital currencies was lower than the Company’s cost basis by $4,621, which amount is recorded as impairment loss on digital currency. Fair Value of Financial Instruments The Company uses a three-tier fair value hierarchy to classify and disclose all assets and liabilities measured at fair value on a recurring basis, as well as assets and liabilities measured at fair value on a non-recurring basis, in periods subsequent to their initial measurement. The hierarchy requires the Company to use observable inputs when available, and to minimize the use of unobservable inputs, when determining fair value. The three tiers are defined as follows: Level 1 – inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets, liabilities in active markets. Level 2 – inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the asset or liability other than quoted prices, either directly or indirectly, including inputs in markets that are not considered to be active; or directly or indirectly including inputs in markets that are not considered to be active. Level 3 – inputs to the valuation methodology are unobservable and significant to the fair value measurement The following table summarizes fair value measurements by level at February 28, 2022 and May 31, 2021, measured at fair value on a recurring basis: February 28, 2022 Level 1 Level 2 Level 3 Total Liabilities Derivative liabilities - - $ 262,920 $ 262,920 May 31, 2021 Level 1 Level 2 Level 3 Total Liabilities Derivative liabilities - - $ 537,540 $ 537,540 Earnings per Share The Company computes net income (loss) per share in accordance with ASC 260, “ Earnings per Share For the nine months ended February 28, 2022 and 2021, respectively, the following warrants, convertible notes and convertible preferred stock were potentially dilutive. Nine months ended February 28, 2022 2021 (Shares) (Shares) Convertible notes payable 73,033,321 126,424,131 Series B convertible preferred stock 150,000,000 150,000,000 Series C convertible preferred stock 16,500,000 16,500,000 Series D convertible preferred stock 90,000,000 95,250,000 Series E convertible preferred stock 149,895,000 149,895,000 479,428,321 538,069,131 The following represents a reconciliation of the numerators and denominators of the basic and diluted earnings per share computation for the nine months ended February 28, 2022: Net Income (Loss) Shares Per Share (Numerator) (Denominator) Amount Basic EPS $ 62,221 541,216,924 $ 0.00 Effect of dilutive securities: Convertible notes payable (274,620 ) 73,033,321 (0.00 ) Preferred stock - - - Diluted EPS $ (212,399 ) 614,250,245 $ (0.00 ) Potential dilution from the convertible preferred stock was not included in the calculation of the dilutive earnings per share calculation for the nine months ended February 28, 2022, as the effect is anti-dilutive. The following represents a reconciliation of the numerators and denominators of the basic and diluted earnings per share computation for the nine months ended February 28, 2021: Net Income (Loss) Shares Per Share (Numerator) (Denominator) Amount Basic EPS $ 1,326,558 537,774,616 $ 0.00 Effect of dilutive securities: Convertible notes payable (1,355,087 ) 126,424,131 (0.01 ) Preferred stock - - - Diluted EPS $ (28,529 ) 664,198,747 $ (0.00 ) Potential dilution from the warrants and convertible preferred stock was not included in the calculation of the dilutive earnings per share calculation for the nine months ended February 28, 2021, as the effect is anti-dilutive. Lease The Company leases bitcoin equipment (Note 3), for the mining of Bitcoin. In accordance with ASC 842, “ Leases The equipment lease meets the definition of a short-term lease because the lease term is 12 months or less. Consequently, consistent with Company’s accounting policy election, the Company does not recognize the right-of-use asset and the lease liability arising from this lease. Revenue Recognition We recognize revenue in accordance with ASC 606, Revenue from Contracts with Customers Our revenues currently consist of cryptocurrency mining revenues. The Company earns its cryptocurrency mining revenues by providing transaction verification services within the digital currency networks of cryptocurrencies, for Bitcoin. The Company satisfies its performance obligation at the point in time that the Company is awarded a unit of digital currency through its participation in the applicable network and network participants benefit from the Company’s verification service. In consideration for these services, the Company receives Bitcoin, net of applicable network fees, which are recorded as revenue using the closing U.S. dollar price of Bitcoin on the date of receipt. Expenses associated with running the cryptocurrency mining operations, which are currently utilities, equipment lease and monitoring services are recorded as cost of revenues. There is currently no specific definitive guidance in GAAP or alternative accounting frameworks for the accounting for the production and mining of digital currencies and management has exercised significant judgment in determining appropriate accounting treatment for the recognition of revenue for mining of digital currencies. Management has examined various factors surrounding the substance of the Company’s operations and the guidance in ASC 606, including identifying the transaction price, when performance obligations are satisfied, and collectability is reasonably assured being the completion and addition of a block to a blockchain and the award of a unit of digital currency to the Company. In the event authoritative guidance is enacted by the FASB, the Company may be required to change its policies which could result in a change in the Company’s financial statements. 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 1 – Organization and Summary of Significant Accounting Policies Organization and Nature of Business Nate’s Food Co. (“we”, “us”, “our”, the “Company” or the “Registrant”) was incorporated in the state of Colorado on January 12, 2000. Nate’s Food Co. is domiciled in the state of Colorado, and its corporate headquarters are located in Huntington Beach, California. The Company selected May 31 as its fiscal year end. On May 12, 2014, Nate’s Pancakes Inc. was incorporated in the state of Indiana. On May 19, 2014, the Company completed a reverse merger between Nate’s Pancakes, Inc and Capital Resource Alliance. Nate’s Pancakes was the surviving Company. In May 2014, the Company changed its name from Capital Resource Alliance to Nate’s Food Co. We sell a ready-to-use, pre-mixed pancake and waffle batter delivered in a pressurized can. Our current product is an original flavor of pancake and waffle batter. Currently, we have developed three flavors for our pancake and waffle mix. We suspended our operations in 2018, but plan to resume our pancake and waffle batter operations, and to expand into other baked goods and other non-breakfast areas. Use of Estimates The preparation of financial statements in accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. A change in managements’ estimates or assumptions could have a material impact on Nate’s Food Co. financial condition and results of operations during the period in which such changes occurred. Actual results could differ from those estimates. Nate’s Food Co.’s financial statements reflect all adjustments that management believes are necessary for the fair presentation of their financial condition and results of operations for the periods presented. Cash and Cash Equivalents For purposes of the statement of cash flows, the Company considers all short-term marketable securities purchased with maturity of three months or less to be cash equivalents. Stock-Based Compensation The Company applies ASC 718 “Compensation – Stock Compensation” Revenue Recognition The Company recognizes revenue in accordance with ASC 606, " Revenue Recognition Step 1: Identify the contract(s) with customers Step 2: Identify the performance obligations in the contract Step 3: Determine the transaction price Step 4: Allocate the transaction price to performance obligations Step 5: Recognize revenue when the entity satisfies a performance obligation The Company’s sales are derived from the sale of ready-to-use, pre-mixed pancake and waffle batter. The Company recognizes revenue at a point in time when it satisfies its obligation by transferring control of the goods to the customer. The cost of sales includes packaging-related expenses. During the years ended May 31, 2021 and 2020, the Company recognized revenue of $ 1,758 and nil, respectively, for the goods that have been delivered to the customers. During the years ended May 31, 2021 and 2020, the Company incurred cost of sales of $456 and nil, respectively, resulting in gross profit of $1,302 and nil, respectively. Income Taxes The Company uses the asset and liability method of accounting for income taxes in accordance with ASC 740-10, “Accounting for Income Taxes.” Under this method, income tax expense is recognized for the amount of: (i) taxes payable or refundable for the current year; and, (ii) deferred tax consequences of temporary differences resulting from matters that have been recognized in an entity’s financial statements or tax returns. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the results of operations in the period that includes the enactment date. A valuation allowance is provided to reduce the deferred tax assets reported if, based on the weight of available positive and negative evidence, it is more likely than not that some portion or all of the deferred tax assets will not be realized. ASC 740-10 prescribes a recognition threshold and measurement attribute for the financial statement recognition of a tax position taken or expected to be taken on a tax return. Under ASC 740-10, a tax benefit from an uncertain tax position taken or expected to be taken may be recognized only if it is “more likely than not” that the position is sustainable upon examination, based on its technical merits. The tax benefit of a qualifying position under ASC 740-10 would equal the largest amount of tax benefit that is greater than 50% likely of being realized upon ultimate settlement with a taxing authority having full knowledge of all the relevant information. A liability (including interest and penalties, if applicable) is established to the extent a current benefit has been recognized on a tax return for matters that are considered contingent upon the outcome of an uncertain tax position. Related interest and penalties, if any, are included as components of income tax expense and income taxes payable. Fair Value of Financial Instruments The Company’s financial instruments consist primarily of cash, accounts payable and accrued liabilities, convertible notes and notes payable. The carrying amounts of such financial instruments approximate their respective estimated fair value due to the short-term maturities and approximate market interest rates of these instruments. The Company adopted ASC Topic 820, Fair Value Measurements (“ASC Topic 820”), which defines fair value, establishes a framework for measuring fair value, and expands disclosures about fair value measurements. The standard provides a consistent definition of fair value which focuses on an exit price that would be received upon sale of an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The standard also prioritizes, within the measurement of fair value, the use of market-based information over entity specific information and establishes a three-level hierarchy for fair value measurements based on the nature of inputs used in the valuation of an asset or liability as of the measurement date. The three-level hierarchy for fair value measurements is defined as follows: Level 1 – inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets; liabilities in active markets; Level 2 – inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the asset or liability other than quoted prices, either directly or indirectly, including inputs in markets that are not considered to be active; or directly or indirectly including inputs in markets that are not considered to be active; Level 3 – inputs to the valuation methodology are unobservable and significant to the fair value measurement The following table summarizes fair value measurements by level at May 31, 2018 and 2017, measured at fair value on a recurring basis: May 31, 2021 Level 1 Level 2 Level 3 Total Liabilities Derivative liabilities $ - $ - $ 537,540 $ 537,540 May 31, 2020 Level 1 Level 2 Level 3 Total Liabilities Derivative liabilities $ - $ - $ 1,721,718 $ 1,721,718 Earnings (Loss) Per Share The Company computes net income (loss) per share in accordance with ASC 260, “ Earnings per Share For the years ended May 31, 2021 and 2020, respectively, the following warrants, convertible notes and convertible preferred stock were potentially dilutive. Year ended May 31, 2021 2020 (Shares) (Shares) Warrants - 92,322,564 Convertible notes payable 185,358,384 582,762,000 Series B convertible preferred stock 150,000,000 150,000,000 Series C convertible preferred stock 16,500,000 16,500,000 Series D convertible preferred stock 95,250,000 95,250,000 Series E convertible preferred stock 149,895,000 95,250,000 597,003,384 1,032,084,564 For the year ended May 31, 2020, the warrants, convertible notes and convertible preferred stock that were potentially dilutive, were excluded from the computation of diluted net loss per shares as the result of the computation was anti-dilutive. The following represents a reconciliation of the numerators and denominators of the basic and diluted earnings per share computation for the year ended May 31, 2021: Net Income (Loss) Shares Per Share (Numerator) (Denominator) Amount Basic EPS $ 1,142,894 537,774,616 $ 0.00 Effect of dilutive securities: Warrants - - - Convertible notes payable (1,190,805 ) 185,358,384 - Preferred stock - - - Diluted EPS $ (47,911 ) 723,133,000 $ (0.00 ) Recently Issued Accounting Pronouncements The Company has determined that there are no applicable recently issued accounting pronouncements that are expected to have a material impact on these financial statements.

Going Concern

Going Concern	9 Months Ended	12 Months Ended
	Feb. 28, 2022	May 31, 2021
Going Concern
Going Concern	Note 2 – Going Concern The Company’s financial statements are prepared using accounting principles generally accepted in the United States of America applicable to a going concern, which contemplates the realization of assets and liquidation of liabilities in the normal course of business. However, the Company has negative working capital, recurring losses, and does not have an established source of 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 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.

Prepaid Expenses

Prepaid Expenses	9 Months Ended
	Feb. 28, 2022
Going Concern
Prepaid Expenses	Note 3 – Prepaid Expenses On September 30, 2021 and October 22, 2021, the Company entered into two agreements to lease Bitcoin equipment for a term of 270 days and 200 days, respectively. During the nine months ended February 28, 2022, the Company paid $192,600 and recognized $115,739 lease expenses and $76,861 prepaid expenses for the leased equipment and $2,750 in prepaid trades expense. As of February 28, 2022, and May 31, 2021, prepaid expenses were $79,611 and $0, respectively.

Related Party Transactions

Related Party Transactions	9 Months Ended	12 Months Ended
	Feb. 28, 2022	May 31, 2021
Related Party Transactions
Related Party Transactions	Note 4 – Related Party Transactions Notes Payable – Related Party As at February 28, 2022 and May 31, 2021, the total amount owed to an officer was $388,687 and $361,075, respectively. Of the February 28, 2022, 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 February 28, 2022 and May 31, 2021, accrued interest of $32,342 and $28,079, respectively, 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, 2015, and currently in default and as at February 28, 2022 and May 31, 2021, accrued interest of $53,579 and $48,202, respectively, 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, $259,785 of the loan includes $181,711 that was reclassified from accounts payable as at February 28, 2022. This amount is at 0% interest and is due on demand.	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.

Convertible Notes

Convertible Notes	9 Months Ended	12 Months Ended
	Feb. 28, 2022	May 31, 2021
Convertible Notes
Convertible Notes	Note 5 – Convertible Notes The Company had the following convertible notes payable outstanding as of February 28, 2022, and May 31, 2021: February 28, May 31, 2022 2021 Convertible note payable -2016 $ 36,818 $ 36,818 Convertible note payable -2021 275,000 - - - Total convertible notes payable 311,818 36,818 Less: debt discount and deferred financing cost (79,019 ) - Total convertible notes 232,799 36,818 Less: current portion of convertible notes payable 232,799 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 note bears 10% interest and matured on July 13, 2017. The note is currently in default and bears 18% interest rate while in default on the outstanding balance of $36,818 after $48,682 of conversions in prior years. The holder shall be entitled to convert any portion of the outstanding and unpaid conversion amount into fully paid and non-assessable shares of common stock. The conversion price is the 45% discount to the lowest traded price during the previous 20 trading days to the date of a conversion notice. The Company may redeem the note at rates ranging from 125% to 150% depending on the redemption date. The note derivative is revalued at each period end with gains or losses included in the statement of operations (see note 6 for details). During the nine months ended February 28, 2022, and 2021, the Company recognized interest expense of $4,957 and $5,430, respectively. As of February 28, 2022 and May 31, 2021, the Company had accrued interest of $39,502 and $34,546, respectively. On October 14, 2021, the Company received financing from an unrelated party in the amount of $275,000 with $25,000 original issue discount and $9,500 in financing costs, for net proceeds to the Company of $240,500. The original issue discount and financing costs are being amortized over the original life of the note using the effective interest method. The $275,000 bears 10% interest and matures on October 14, 2022.The conversion price is $0.002 per share (Fixed Conversion Price) at any time after 180 days from the issue date, if an event of default, the conversion price shall be $0.001 per share. On October 14, 2021, the Company agreed, in connection with the authorization and issuance of convertible note of $275,000, to issue an additional 10,000,000 shares of common stock in accordance with the securities purchase agreement dated October 14, 2021, to the convertible note holder. The Company determined the fair value of 10,000,000 shares of common stock of $92,000 (according to market price on October 14, 2021) and shall amortize this cost over the life of the convertible note. On February 8, 2022, the Company issued 10,000,000 shares of common stock to note holder. During the nine months ended February 28, 2022, the Company recognized interest expenses of $10,322 and $47,481 amortization of debt discount. As of February 28, 2022, the Company had accrued interest of $10,322 and unamortized debt discount of $79,019.	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.

Derivative Liability

Derivative Liability	9 Months Ended	12 Months Ended
	Feb. 28, 2022	May 31, 2021
Derivative Liability
Derivative Liability	Note 6 – Derivative Liability The Company analyzed the variable discounted conversion options on its convertible note (Note 5) for derivative accounting consideration under ASC 815, “Derivatives and Hedging,” and determined that the embedded conversion option should be classified as a liability due to 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 7) 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 February 28, 2022, and May 31, 2021: Balance - May 31, 2020 $ 1,721,718 Gain on change in fair value of the derivative (1,184,178 ) Balance - May 31, 2021 $ 537,540 Gain on change in fair value of the derivative (274,620 ) Balance - February 28, 2022 $ 262,920 The Company also recorded a gain on change in fair value of the derivative of $274,620 and $1,355,087 during the nine months ended February 28, 2022 and 2021, respectively. The table below shows the Black-Scholes option-pricing model inputs used by the Company to value the derivative liability, as well as the determined value of the option liability at each measurement date: February 28, May 31, 2022 2021 Expected term 0.62 - 1.00 years 3.14 - 0.08 year Expected average volatility 249% - 293 % 336 % Expected dividend yield - - Risk-free interest rate 0.00 % 0.08 %	Note 5 – Derivative Liability The Company analyzed the conversion options on its convertible note (note 4) for derivative accounting consideration under ASC 815, “Derivatives and Hedging,” and determined that the embedded conversion option should be classified as a liability when the conversion option becomes effective and there being no explicit limit to the number of shares to be delivered upon settlement of the above conversion options. The Company accounts for warrants (note 6) as a derivative liability due to there being no explicit limit to the number of shares to be delivered upon settlement of all conversion options. The following table summarizes the derivative liabilities included in the balance sheets at May 31, 2021 and 2020: Balance - May 31, 2019 $ 466,692 (Gain) on change in fair value of the derivative 1,255,026 Balance - May 31, 2020 $ 1,721,718 Loss on change in fair value of the derivative (1,184,178 ) Balance - May 31, 2021 $ 537,540 The table below shows the Black-Scholes option-pricing model inputs used by the Company to value the derivative liability, as well as the determined value of the option liability at each measurement date: May 31, May 31, 2021 2020 Expected term (3.14) – 0.08 years (2.13) – 1.08 years Expected average volatility 336% 274% - 361% Expected dividend yield - - Risk-free interest rate 0.08% 0.18% - 1.76%

Equity

Equity	9 Months Ended	12 Months Ended
	Feb. 28, 2022	May 31, 2021
Equity
Equity	Note 7 – Equity During the nine months ended February 28, 2022, 350,000 shares of Series D Preferred Stock were converted into 5,250,000 shares of common stock at a rate of 1 share of Series D Preferred Stock for 15 shares of common stock for total value of $5,250. As of February 28, 2022 and May 31, 2021, 6,000,000 and 6,350,000 shares of Series D Preferred Stock were issued and outstanding, respectively. During the nine months ended February 28, 2022, in connection with issuance of $275,000 convertible note (Note 5), the Company issued 10,000,000 shares of common stock valued at $92,000. As of February 28, 2022 and May 31, 2021, 553,024,616 and 537,774,616 shares of common stock were issued and outstanding, respectively.	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).

Bitcoin intangible assets

Bitcoin intangible assets	9 Months Ended
	Feb. 28, 2022
Equity
Bitcoin Intangible Assets	Note 8 – Bitcoin intangible assets The Company mined Bitcoin with a total aggregate value of $48,397. The Company has accounted for these coins as indefinite life intangible assets. The Company recorded the mining of the coins as revenue from digital currency mining in its result of operations, along with cost of sales (electricity and other hosting fees) remitted to the co-location host in Bitcoin, and equipment lease costs. After impairment of $4,621, the Company’s digital currency asset consists of the following at February 28, 2022: Three Months Ended Nine Months Ended February 28, February 28, Bitcoin Held 2022 2022 Opening balance $ 16,186 $ - Additions earned 27,193 48,397 Remittance as cost of sales (11,091 ) (15,132 ) Impairment (3,644 ) (4,621 ) Ending balance $ 28,644 $ 28,644

Taxes

Taxes	12 Months Ended
	May 31, 2021
Taxes
Taxes	Note 7 – Taxes We did not provide any current or deferred U.S. federal income tax provision or benefit for any of the periods presented because we have experienced operating losses since inception. When it is more likely than not that a tax asset cannot be realized through future income the Company must allow for this future tax benefit. We provided a full valuation allowance on the net deferred tax asset, consisting of net operating loss carry forwards, because management has determined that it is more likely than not that we will not earn income sufficient to realize the deferred tax assets during the carry forward period. The Company has not taken a tax position that, if challenged, would have a material effect on the financial statements for the years ended May 31, 2021 and 2020 as applicable under FASB ASC 740. We did not recognize any adjustment to the liability for uncertain tax position and therefore did not record any adjustment to the beginning balance of accumulated deficit on the balance sheet. All tax returns for the Company remain open. On December 22, 2017, the United States enacted the Tax Cuts and Jobs Act (the “Act”) resulting in significant modifications to existing law including lowering the corporate tax rate from 35% to 21%. In addition to applying the new lower corporate tax rate in 2018 and thereafter to any taxable income we may have, the legislation affects the way we can use and carry forward net operating losses previously accumulated and results in a revaluation of deferred tax assets and liabilities recorded on our balance sheet. The Company has completed the accounting for the effects of the Act during the period ended May 31, 2021. Given that current deferred tax assets are offset by a full valuation allowance, these changes will have no impact on the balance sheet. The provision for income taxes differs from the amount computed by applying the statutory federal income tax rate to income before provision for income taxes. The sources and tax effects of the differences for the periods presented are as follows: Income tax provision at the federal statutory rate 21 % Effect on operating losses (21 )% Changes in the net deferred tax assets consist of the following: Income tax May 31, May 31, 2021 2020 Net operating loss carry forward $ 1,080,649 $ 1,121,933 A reconciliation of income taxes computed at the statutory rate is as follows: May 31, May 31, 2021 2020 Total deferred tax assets at statutory tax rate $ 226,936 $ 235,606 Increase in valuation allowance (226,936 ) (235,606 ) Net deferred tax asset $ - $ -

Risks and Uncertainties

Risks and Uncertainties	9 Months Ended	12 Months Ended
	Feb. 28, 2022	May 31, 2021
Risks and Uncertainties
Risks And Uncertainties	Note 9 – 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 February 28, 2022 and May 31, 2021. 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 Quarterly Report on Form 10-Q. These estimates may	Note 8 – Risks and Uncertainties In early 2020, the World Health Organization declared the rapidly spreading coronavirus disease (COVID-19) outbreak a pandemic. This pandemic has resulted in governments worldwide enacting emergency measures to combat the spread of the virus. The Company considered the impact of COVID-19 on the assumptions and estimates used and determined that there were no retroactive material adverse impacts on the Company’s results of operations and financial position at May 31, 2021 and 2020. The full extent of the future impacts of COVID-19 on the Company’s operations is uncertain. A prolonged outbreak could have a material adverse impact on financial results and business operations of the Company in the future. The Company is not 10 may

Subsequent Events

Subsequent Events	9 Months Ended	12 Months Ended
	Feb. 28, 2022	May 31, 2021
Subsequent Events
Subsequent Events	Note 10 – 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.	Note 9 – Subsequent Events

Significant Accounting Polici_2

Significant Accounting Policies (Policies)	9 Months Ended	12 Months Ended
	Feb. 28, 2022	May 31, 2021
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 with 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.	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.
Basis Of Presentation	The accompanying unaudited financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America and the rules of the Securities and Exchange Commission (“SEC”) and should be read in conjunction with the audited financial statements and notes thereto contained in the Company’s annual report filed with the SEC on Form 10-K/A, on October 12, 2021. In the opinion of management, all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of financial position and the results of operations for the interim periods presented have been reflected herein. The results of operations for interim periods are not necessarily indicative of the results to be expected for the full year. Notes to the financial statements which would substantially duplicate the disclosure contained in the audited financial statements for the most recent fiscal year 2021 as reported in Form 10-K, have been omitted.
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.	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”
Digital Currencies	We currently account for all digital currencies held as a result of these transactions as indefinite-lived intangible assets in accordance with ASC 350, Intangibles—Goodwill and Other We determine the fair value of our digital currencies on a nonrecurring basis in accordance with ASC 820, Fair Value Measurement Impairment losses are recognized within other income (expense) on the statements of operations in the period in which the impairment is identified. The impaired digital currencies are written down to their fair value at the time of impairment and this new cost basis will not be adjusted upward for any subsequent increase in fair value. Gains are not recorded until realized upon sale(s), at which point they are presented net of any impairment losses for the same digital assets held within other income (expense). In determining the gain to be recognized upon sale, we calculate the difference between the sales price and carrying value of the digital assets sold immediately prior to sale. As of February 28, 2022, the market value of digital currencies was lower than the Company’s cost basis by $4,621, which amount is recorded as impairment loss on digital currency.
Revenue Recognition	We recognize revenue in accordance with ASC 606, Revenue from Contracts with Customers Our revenues currently consist of cryptocurrency mining revenues. The Company earns its cryptocurrency mining revenues by providing transaction verification services within the digital currency networks of cryptocurrencies, for Bitcoin. The Company satisfies its performance obligation at the point in time that the Company is awarded a unit of digital currency through its participation in the applicable network and network participants benefit from the Company’s verification service. In consideration for these services, the Company receives Bitcoin, net of applicable network fees, which are recorded as revenue using the closing U.S. dollar price of Bitcoin on the date of receipt. Expenses associated with running the cryptocurrency mining operations, which are currently utilities, equipment lease and monitoring services are recorded as cost of revenues. There is currently no specific definitive guidance in GAAP or alternative accounting frameworks for the accounting for the production and mining of digital currencies and management has exercised significant judgment in determining appropriate accounting treatment for the recognition of revenue for mining of digital currencies. Management has examined various factors surrounding the substance of the Company’s operations and the guidance in ASC 606, including identifying the transaction price, when performance obligations are satisfied, and collectability is reasonably assured being the completion and addition of a block to a blockchain and the award of a unit of digital currency to the Company. In the event authoritative guidance is enacted by the FASB, the Company may be required to change its policies which could result in a change in the Company’s financial statements.	The Company recognizes revenue in accordance with ASC 606, " Revenue Recognition Step 1: Identify the contract(s) with customers Step 2: Identify the performance obligations in the contract Step 3: Determine the transaction price Step 4: Allocate the transaction price to performance obligations Step 5: Recognize revenue when the entity satisfies a performance obligation The Company’s sales are derived from the sale of ready-to-use, pre-mixed pancake and waffle batter. The Company recognizes revenue at a point in time when it satisfies its obligation by transferring control of the goods to the customer. The cost of sales includes packaging-related expenses. During the years ended May 31, 2021 and 2020, the Company recognized revenue of $ 1,758 and nil, respectively, for the goods that have been delivered to the customers. During the years ended May 31, 2021 and 2020, the Company incurred cost of sales of $456 and nil, respectively, resulting in gross profit of $1,302 and nil, respectively.
Fair Value Of Financial Instruments	The Company uses a three-tier fair value hierarchy to classify and disclose all assets and liabilities measured at fair value on a recurring basis, as well as assets and liabilities measured at fair value on a non-recurring basis, in periods subsequent to their initial measurement. The hierarchy requires the Company to use observable inputs when available, and to minimize the use of unobservable inputs, when determining fair value. The three tiers are defined as follows: Level 1 – inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets, liabilities in active markets. Level 2 – inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the asset or liability other than quoted prices, either directly or indirectly, including inputs in markets that are not considered to be active; or directly or indirectly including inputs in markets that are not considered to be active. Level 3 – inputs to the valuation methodology are unobservable and significant to the fair value measurement The following table summarizes fair value measurements by level at February 28, 2022 and May 31, 2021, measured at fair value on a recurring basis: February 28, 2022 Level 1 Level 2 Level 3 Total Liabilities Derivative liabilities - - $ 262,920 $ 262,920 May 31, 2021 Level 1 Level 2 Level 3 Total Liabilities Derivative liabilities - - $ 537,540 $ 537,540	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
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.
Earnings Per Shares	The Company computes net income (loss) per share in accordance with ASC 260, “ Earnings per Share For the nine months ended February 28, 2022 and 2021, respectively, the following warrants, convertible notes and convertible preferred stock were potentially dilutive. Nine months ended February 28, 2022 2021 (Shares) (Shares) Convertible notes payable 73,033,321 126,424,131 Series B convertible preferred stock 150,000,000 150,000,000 Series C convertible preferred stock 16,500,000 16,500,000 Series D convertible preferred stock 90,000,000 95,250,000 Series E convertible preferred stock 149,895,000 149,895,000 479,428,321 538,069,131 The following represents a reconciliation of the numerators and denominators of the basic and diluted earnings per share computation for the nine months ended February 28, 2022: Net Income (Loss) Shares Per Share (Numerator) (Denominator) Amount Basic EPS $ 62,221 541,216,924 $ 0.00 Effect of dilutive securities: Convertible notes payable (274,620 ) 73,033,321 (0.00 ) Preferred stock - - - Diluted EPS $ (212,399 ) 614,250,245 $ (0.00 ) Potential dilution from the convertible preferred stock was not included in the calculation of the dilutive earnings per share calculation for the nine months ended February 28, 2022, as the effect is anti-dilutive. The following represents a reconciliation of the numerators and denominators of the basic and diluted earnings per share computation for the nine months ended February 28, 2021: Net Income (Loss) Shares Per Share (Numerator) (Denominator) Amount Basic EPS $ 1,326,558 537,774,616 $ 0.00 Effect of dilutive securities: Convertible notes payable (1,355,087 ) 126,424,131 (0.01 ) Preferred stock - - - Diluted EPS $ (28,529 ) 664,198,747 $ (0.00 ) Potential dilution from the warrants and convertible preferred stock was not included in the calculation of the dilutive earnings per share calculation for the nine months ended February 28, 2021, as the effect is anti-dilutive.	Earnings (Loss) Per Share The Company computes net income (loss) per share in accordance with ASC 260, “ Earnings per Share For the years ended May 31, 2021 and 2020, respectively, the following warrants, convertible notes and convertible preferred stock were potentially dilutive. Year ended May 31, 2021 2020 (Shares) (Shares) Warrants - 92,322,564 Convertible notes payable 185,358,384 582,762,000 Series B convertible preferred stock 150,000,000 150,000,000 Series C convertible preferred stock 16,500,000 16,500,000 Series D convertible preferred stock 95,250,000 95,250,000 Series E convertible preferred stock 149,895,000 95,250,000 597,003,384 1,032,084,564 For the year ended May 31, 2020, the warrants, convertible notes and convertible preferred stock that were potentially dilutive, were excluded from the computation of diluted net loss per shares as the result of the computation was anti-dilutive. The following represents a reconciliation of the numerators and denominators of the basic and diluted earnings per share computation for the year ended May 31, 2021: Net Income (Loss) Shares Per Share (Numerator) (Denominator) Amount Basic EPS $ 1,142,894 537,774,616 $ 0.00 Effect of dilutive securities: Warrants - - - Convertible notes payable (1,190,805 ) 185,358,384 - Preferred stock - - - Diluted EPS $ (47,911 ) 723,133,000 $ (0.00 )
Lease	The Company leases bitcoin equipment (Note 3), for the mining of Bitcoin. In accordance with ASC 842, “ Leases The equipment lease meets the definition of a short-term lease because the lease term is 12 months or less. Consequently, consistent with Company’s accounting policy election, the Company does not recognize the right-of-use asset and the lease liability arising from this lease.
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.	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.

Significant Accounting Polici_3

Significant Accounting Policies (Tables)	9 Months Ended	12 Months Ended
	Feb. 28, 2022	May 31, 2021
Significant Accounting Policies
Schedule Of Fair Value Measurements By Level On Recurring Basis	February 28, 2022 Level 1 Level 2 Level 3 Total Liabilities Derivative liabilities - - $ 262,920 $ 262,920 May 31, 2021 Level 1 Level 2 Level 3 Total Liabilities Derivative liabilities - - $ 537,540 $ 537,540	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	Nine months ended February 28, 2022 2021 (Shares) (Shares) Convertible notes payable 73,033,321 126,424,131 Series B convertible preferred stock 150,000,000 150,000,000 Series C convertible preferred stock 16,500,000 16,500,000 Series D convertible preferred stock 90,000,000 95,250,000 Series E convertible preferred stock 149,895,000 149,895,000 479,428,321 538,069,131	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 $ 62,221 541,216,924 $ 0.00 Effect of dilutive securities: Convertible notes payable (274,620 ) 73,033,321 (0.00 ) Preferred stock - - - Diluted EPS $ (212,399 ) 614,250,245 $ (0.00 ) Net Income (Loss) Shares Per Share (Numerator) (Denominator) Amount Basic EPS $ 1,326,558 537,774,616 $ 0.00 Effect of dilutive securities: Convertible notes payable (1,355,087 ) 126,424,131 (0.01 ) Preferred stock - - - Diluted EPS $ (28,529 ) 664,198,747 $ (0.00 )	Net Income (Loss) Shares Per Share (Numerator) (Denominator) Amount Basic EPS $ 1,142,894 537,774,616 $ 0.00 Effect of dilutive securities: Warrants - - - Convertible notes payable (1,190,805 ) 185,358,384 - Preferred stock - - - Diluted EPS $ (47,911 ) 723,133,000 $ (0.00 )

Convertible Notes (Tables)

Convertible Notes (Tables)	9 Months Ended	12 Months Ended
	Feb. 28, 2022	May 31, 2021
Convertible Notes
Schedule Of Convertible Notes Payable	February 28, May 31, 2022 2021 Convertible note payable -2016 $ 36,818 $ 36,818 Convertible note payable -2021 275,000 - - - Total convertible notes payable 311,818 36,818 Less: debt discount and deferred financing cost (79,019 ) - Total convertible notes 232,799 36,818 Less: current portion of convertible notes payable 232,799 36,818 Long-term convertible notes payable $ - $ -	May 31, May 31, 2021 2020 Convertible notes payable $ 36,818 $ 36,818 36,818 36,818 Less: debt discount and deferred financing cost - - 36,818 36,818 Less: current portion of convertible notes payable 36,818 36,818 Long-term convertible notes payable $ - $ -

Derivative Liability (Tables)

Derivative Liability (Tables)	9 Months Ended	12 Months Ended
	Feb. 28, 2022	May 31, 2021
Derivative Liability
Schedule Of Derivative Liabilities Included In Balance Sheet	Balance - May 31, 2020 $ 1,721,718 Gain on change in fair value of the derivative (1,184,178 ) Balance - May 31, 2021 $ 537,540 Gain on change in fair value of the derivative (274,620 ) Balance - February 28, 2022 $ 262,920	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	February 28, May 31, 2022 2021 Expected term 0.62 - 1.00 years 3.14 - 0.08 year Expected average volatility 249% - 293 % 336 % Expected dividend yield - - Risk-free interest rate 0.00 % 0.08 %	May 31, May 31, 2021 2020 Expected term (3.14) – 0.08 years (2.13) – 1.08 years Expected average volatility 336% 274% - 361% Expected dividend yield - - Risk-free interest rate 0.08% 0.18% - 1.76%

Equity Transactions (Tables)

Equity Transactions (Tables)	12 Months Ended
	May 31, 2021
Equity
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 - $ - -

Bitcoin intangible assets (Tabl

Bitcoin intangible assets (Tables)	9 Months Ended
	Feb. 28, 2022
Bitcoin intangible assets (Tables)
Schedule Of Revenue From Digital Currency Mining	Three Months Ended Nine Months Ended February 28, February 28, Bitcoin Held 2022 2022 Opening balance $ 16,186 $ - Additions earned 27,193 48,397 Remittance as cost of sales (11,091 ) (15,132 ) Impairment (3,644 ) (4,621 ) Ending balance $ 28,644 $ 28,644

Taxes (Tables)

Taxes (Tables)	12 Months Ended
	May 31, 2021
Taxes
Provision For Income Taxes At Federal Statutory Rate	Income tax provision at the federal statutory rate 21 % Effect on operating losses (21 )%
Changes In The Net Deferred Tax Assets	Income tax May 31, May 31, 2021 2020 Net operating loss carry forward $ 1,080,649 $ 1,121,933
Reconciliation Of Income Taxes Computed At The Statutory Rate	May 31, May 31, 2021 2020 Total deferred tax assets at statutory tax rate $ 226,936 $ 235,606 Increase in valuation allowance (226,936 ) (235,606 ) Net deferred tax asset $ - $ -

Significant Accounting Polici_4

Significant Accounting Policies (Details) - USD ($)	Feb. 28, 2022	May 31, 2021	May 31, 2020	May 31, 2019	May 31, 2018	May 31, 2016
Derivative Liability	$ 262,920	$ 537,540	$ 1,721,718	$ 466,692	$ 312,752	$ 2,039,179
Fair Value, Measurements, Recurring [Member]
Derivative Liability		537,540	1,721,718
Fair Value, Inputs, Level 1 [Member] | Fair Value, Measurements, Recurring [Member]
Derivative Liability	0	0	0
Fair Value, Inputs, Level 2 [Member] | Fair Value, Measurements, Recurring [Member]
Derivative Liability	0	0	0
Fair Value, Inputs, Level 3 [Member] | Fair Value, Measurements, Recurring [Member]
Derivative Liability	$ 262,920	$ 537,540	$ 1,721,718

Significant Accounting Polici_5

Significant Accounting Policies (Details 1) - shares	9 Months Ended		12 Months Ended
	Feb. 28, 2022	Feb. 28, 2021	May 31, 2021	May 31, 2020
Weighted Average Basic Shares Outstanding, Anti Diluted	479,428,321	538,069,131	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	150,000,000	150,000,000
Series C preferred stock [Member]
Weighted Average Basic Shares Outstanding, Anti Diluted	16,500,000	16,500,000	16,500,000	16,500,000
Series D Preferred Stock [Member]
Weighted Average Basic Shares Outstanding, Anti Diluted	90,000,000	95,250,000	95,250,000	95,250,000
Series E Preferred Stock [Member]
Weighted Average Basic Shares Outstanding, Anti Diluted	149,895,000	149,895,000	149,895,000	95,250,000
Convertible Notes Payable [Member]
Weighted Average Basic Shares Outstanding, Anti Diluted	73,033,321	126,424,131	185,358,384	582,762,000
Warrants [Member]
Weighted Average Basic Shares Outstanding, Anti Diluted				92,322,564

Significant Accounting Polici_6

Significant Accounting Policies (Details 2) - USD ($)	3 Months Ended		9 Months Ended		12 Months Ended
	Feb. 28, 2022	Feb. 28, 2021	Feb. 28, 2022	Feb. 28, 2021	May 31, 2021	May 31, 2020
Significant Accounting Policies
Net Income (loss) Of Basic Eps			$ 62,221	$ 1,326,558	$ 1,142,894
Shares Of Basic Eps	545,357,949	537,774,616	541,216,924	537,774,616	537,774,616	537,774,616
Net Income (loss) Of Warrants					$ 0
Net Income (loss) Of Convertible Notes Payable			$ (274,620)	$ (1,355,087)	(1,190,805)
Net Income (loss) Of Preferred Stock			0	0	0
Net Income (loss) Of Diluted Eps			$ (212,399)	$ (28,529)	$ 47,911
Shares Of Convertible Notes Payable			73,033,321	126,424,131	185,358,384
Shares Of Diluted Eps			614,250,245	664,198,747	723,133,000
Per Share Of Basic Eps	$ 0	$ 0	$ 0	$ 0	$ 0	$ 0
Convertible Notes Payable Per Share			0	(0.01)
Diluted	$ 0	$ 0	$ 0	$ 0	$ 0	$ 0

Significant Accounting Polici_7

Significant Accounting Policies (Details Narrative) - USD ($)	3 Months Ended		9 Months Ended		12 Months Ended
	Feb. 28, 2022	Feb. 28, 2021	Feb. 28, 2022	Feb. 28, 2021	May 31, 2021	May 31, 2020
Significant Accounting Policies
Unrealized Gain/loss On Bitcoin			$ 4,621
Sales		$ 258		$ 258	$ 1,758	$ 0
Cost Of Goods Sold	$ 86,211	456	130,871	456	456	0
Gross Profit	$ (59,018)	$ (198)	$ (82,474)	$ (198)	$ 1,302	$ 0

Prepaid Expenses (Details Narra

Prepaid Expenses (Details Narrative) - USD ($)	1 Months Ended		9 Months Ended
	Oct. 22, 2021	Sep. 30, 2021	Feb. 28, 2022	May 31, 2021
Going Concern
Lease Bitcoin Equipment For A Term	200 days	270 days
Lease Expenses Paid			$ 192,600
Lease Expenses			115,739
Prepaid Expenses			79,611	$ 0
Prepaid Expenses For The Leased Equipment			76,861
Prepaid Trades Expense			$ 2,750

Related Party Transactions (Det

Related Party Transactions (Details Narrative) - USD ($)	9 Months Ended		12 Months Ended
	Feb. 28, 2022	Feb. 28, 2021	May 31, 2021	May 31, 2020
Accrued Interest	$ 32,342		$ 28,079	$ 22,379
Accounts Payable And Accrued Liabilities	25,945	$ 8,586	17,019	32,594
Proceeds From Notes Payable - Related Party	2,000	$ 5,500	4,000	2,500
Officer [Member]
Working Capital Borrowed	388,687		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 One [Member]
Accrued Interest	$ 53,579		$ 48,202	41,008
Repayment Of Loan Maturity Date	Dec. 31, 2015		Dec. 31, 2016
Amount Owed To Related Party	$ 71,902		$ 71,902	$ 71,902
Interest Rate On Loan	10.00%		10.00%	10.00%
Officer [Member] | Interest Rate Ten Percent [Member]
Repayment Of Loan Maturity Date	Jun. 28, 2017
Amount Owed To Related Party	$ 57,000		$ 57,000	$ 57,000
Interest Rate On Loan	10.00%		10.00%	10.00%
Officer [Member] | Interest Rate Zero Percent [Member]
Accounts Payable And Accrued Liabilities	$ 181,711
Amount Owed To Related Party	$ 259,785		$ 232,173
Interest Rate On Loan	0.00%		0.00%

Convertible Notes (Details)

Convertible Notes (Details) - USD ($)	Feb. 28, 2022	May 31, 2021	May 31, 2020
Convertible Note Payable - 2016	$ 36,818	$ 36,818
Convertible Notes Payable	232,799	36,818	$ 36,818
Total	232,799	36,818	36,818
Convertible Note Payable - 2021	275,000	0
Total Convertible Notes Payable	311,818	36,818
Less: Debt Discount And Deferred Financing Cost	79,019	0	0
Less: Debt Discount And Deferred Financing Cost	(79,019)	0	0
Less: Current Portion Of Convertible Notes Payable	232,799	36,818	36,818
Long-term Convertible Notes Payable	$ 0	0	0
JSJ Investments [Member]
Total		$ 36,818	$ 36,818

Convertible Notes (Details Narr

Convertible Notes (Details Narrative)	Oct. 14, 2021USD ($)$ / sharesshares	Oct. 13, 2016USD ($)integer	Feb. 28, 2022USD ($)shares	Feb. 28, 2021USD ($)	May 31, 2021USD ($)shares	May 31, 2020USD ($)shares	Feb. 08, 2022shares
Accrued Interest			$ 32,342		$ 28,079	$ 22,379
Common Stock, Shares Issued | shares			553,024,616		537,774,616	537,774,616
Proceeds From Notes Payable			$ 240,500	$ 0
Fair Value Of Common Stock Issued			92,000
Convertible Note			232,799		$ 36,818	$ 36,818
Convertibles Debt [Member] | October 14 2021 [Member]
Amount Of Financing Received	$ 275,000
Interest Rate	10.00%
Accrued Interest			10,322
Interest Expense			10,322
Maturity Date	Oct. 14, 2022
Cash Discount	$ 25,000
Financing Costs	$ 9,500
Conversion Price | $ / shares	$ 0.002
Probable Conversion Price In Case Of Default | $ / shares	$ 0.001
Unamortized Debt Discount			79,019
Common Stock, Shares Issued | shares	10,000,000						10,000,000
Proceeds From Notes Payable	$ 240,500
Fair Value Of Common Stock Issued	92,000
Amortization Of Debt Discount			$ 47,481
Shares Issued | shares			10,000,000
Convertible Note			$ 275,000
Interest Expense Related To Amortization Of Deferred Financing Cost	$ 275,000
Convertibles Debt [Member] | JSJ Investments [Member]
Amount Of Financing Received		$ 85,500
Interest Rate		10.00%	18.00%
Accrued Interest			$ 39,502		34,546	27,287
Conversion Price, Percentage		45.00%
Number Of Trading Days | integer		20
Interest Expense Related To Amortization Of Deferred Financing Cost		$ 85,500
Interest Expense			4,957	$ 5,430	$ 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%
Notes Converted In Prior Years			48,682
Convertible Notes Payable Outstanding			$ 36,818

Derivative Liability (Details)

Derivative Liability (Details) - USD ($)	3 Months Ended		9 Months Ended		12 Months Ended
	Feb. 28, 2022	Feb. 28, 2021	Feb. 28, 2022	Feb. 28, 2021	May 31, 2021	May 31, 2020
Derivative Liability
Derivative Liabilities, Beginning Balance			$ 537,540	$ 1,721,718	$ 1,721,718	$ 466,692
Gain On Change In Fair Value Of The Derivatives			(1,184,178)		(274,620)
Derivative Liabilities, Ending Balance	$ 262,920		262,920		537,540	1,721,718
(gain) On Change In Fair Value Of The Derivative	$ (141,175)	$ 347,754	$ 274,620	$ 1,355,087	(1,184,178)	$ 1,255,026
Loss On Change In Fair Value Of The Derivative					$ 1,184,178

Derivative Liability (Details 1

Derivative Liability (Details 1)	9 Months Ended	12 Months Ended
	Feb. 28, 2022	May 31, 2021	May 31, 2020
Risk-free Interest Rate	0.00%	0.08%
Expected Dividend Yield	0.00%	0.00%	0.00%
Expected Average Volatility		336.00%
Minimum [Member]
Risk-free Interest Rate			1.76%
Expected Average Volatility			274.00%
Expected Term		29 days	1 year 29 days
Maximum [Member]
Risk-free Interest Rate			0.18%
Expected Average Volatility			361.00%
Expected Term		3 years 1 month 20 days	2 years 1 month 17 days
Maximum Range [Member]
Expected Average Volatility	293.00%
Expected Term	1 year	3 years 1 month 20 days
Minimum Range [Member]
Expected Average Volatility	249.00%
Expected Term	7 months 13 days	29 days

Derivative Liability (Details N

Derivative Liability (Details Narrative) - USD ($)	9 Months Ended
	Feb. 28, 2022	Feb. 28, 2021
Derivative Liability
Gain On Change In Fair Value Of The Derivative	$ 274,620	$ 1,355,087

Equity (Details)

Equity (Details) - Warrants [Member] - $ / shares	12 Months Ended
	May 31, 2021	May 31, 2020
Warrants Outstanding, Number Of Shares, Beginning Balance	92,322,564	36,933,026
Reset Features		55,399,539
Forfeited	(92,332,564)
Warrants Outstanding,number Of Shares, Ending Balance		92,322,564
Weighted Average Exercise Price, Begnning Balance	$ 0.00011	$ 0.00028
Weighted Average Exercise Price, Reset Features		0.00011
Weighted Average Exercise Price, Forfeited	$ 0.00011
Weighted Average Exercise Price, Ending Balance		$ 0.00011
Warrants Outstanding, Weighted Average Life (in Years), Begnning	1 year 3 months 29 days	1 year 3 months 29 days
Warrants Outstanding, Weighted Average Life (in Years), Reset Features		3 months 29 days
Warrants Outstanding, Weighted Average Life (in Years), Ending		3 months 29 days

Equity (Details Narrative)

Equity (Details Narrative) - USD ($)	1 Months Ended	9 Months Ended	12 Months Ended
	Sep. 29, 2015	Feb. 28, 2022	May 31, 2021	May 31, 2020
Common Stock, Shares Issued		553,024,616	537,774,616	537,774,616
Fair Value Of Common Stock Issued		$ 92,000
Additional Shares Issued		10,000,000
Issuance Of Convertible Notes		$ 275,000
Common Stock, Shares Outstanding		553,024,616	537,774,616	537,774,616
Common Stock, Par Value (in Dollars Per Share)		$ 0.001	$ 0.001	$ 0.001
Common Stock, Shares Authorized		1,500,000,000	1,500,000,000	1,500,000,000
Common Shares Issued On Conversion		5,250
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	$ 0.0001
Preferred Stock, Shares Authorized		2,000,000	2,000,000	2,000,000
Preferred Stock, Shares Issued		1,940,153	1,940,153	1,940,153
Preferred Stock, Shares Outstanding		1,940,153	1,940,153	1,940,153
Preferred Stock Voting Rights			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	$ 0.0001
Preferred Stock, Shares Authorized		150,000	150,000	150,000
Preferred Stock, Shares Issued		150,000	150,000	150,000
Preferred Stock, Shares Outstanding		150,000	150,000	150,000
Preferred Stock, Conversion Ratio			The Series B Preferred Stock converts into common stock at a ratio of 1:1,000. However, the Series B Preferred Stock may not be converted for a period of 12 months from the date of issue.
Series C preferred stock [Member]
Preferred Stock, Par Value (in Dollars Per Share)		$ 1	$ 1	$ 1
Preferred Stock, Shares Authorized		250,000	250,000	250,000
Preferred Stock, Shares Issued		250,000	250,000	250,000
Preferred Stock, Shares Outstanding		250,000	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	$ 0.0001
Preferred Stock, Shares Authorized		10,000,000	10,000,000	10,000,000
Preferred Stock, Shares Issued		6,000,000	6,350,000	6,350,000
Preferred Stock, Shares Outstanding		6,000,000	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.
Preferred Stock, Par Value		$ 5,250
Shares Converted		350,000
Common Shares Issued On Conversion		5,250,000
Preferred Stock, Share Issued		6,000,000	6,350,000
Series E Preferred Stock [Member]
Preferred Stock, Par Value (in Dollars Per Share)		$ 0.0001	$ 0.0001	$ 0.0001
Preferred Stock, Shares Authorized		15,000,000	15,000,000	15,000,000
Preferred Stock, Shares Issued		14,989,500	14,989,500	14,989,500
Preferred Stock, Shares Outstanding		14,989,500	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.

Bitcoin intangible assets (Deta

Bitcoin intangible assets (Details) - USD ($)	3 Months Ended	9 Months Ended
	Feb. 28, 2022	Feb. 28, 2022
Bitcoin intangible assets (Tables)
Bitcoins, Opening Balance	$ 16,186	$ 0
Bitcoin Additions	27,193	48,397
Remittance As Cost Of Sales	(11,091)	(15,132)
Impairment	(3,644)	(4,621)
Bitcoin Ending Balance	$ 28,644	$ 28,644

Bitcoin intangible assets (De_2

Bitcoin intangible assets (Details Narrative) - USD ($)	3 Months Ended		9 Months Ended
	Feb. 28, 2022	Feb. 28, 2021	Feb. 28, 2022
Bitcoin intangible assets (Tables)
Digital Currency Mining	$ 27,193	$ 0	$ 48,397
Unrealized Gain/loss On Bitcoin	$ (3,645)		$ (4,621)

Taxes (Details)

Taxes (Details)	12 Months Ended
	May 31, 2021
Taxes
Income Tax Provision At The Federal Statutory Rate	21.00%
Effect On Operating Losses	(21.00%)

Taxes (Details 1)

Taxes (Details 1) - USD ($)	May 31, 2021	May 31, 2020
Taxes
Net Operating Loss Carry Forward	$ 1,080,649	$ 1,121,933

Taxes (Details 2)

Taxes (Details 2) - USD ($)	May 31, 2021	May 31, 2020
Taxes
Total Deferred Tax Assets At Statutory Tax Rate	$ 226,936	$ 235,606
Increase In Valuation Allowance	(226,936)	(235,606)
Net Deferred Tax Asset	$ 0	$ 0