Cover
Cover - shares | 6 Months Ended | |
Nov. 30, 2022 | Jan. 23, 2023 | |
Cover [Abstract] | ||
Entity Registrant Name | NATE’S FOOD CO. | |
Entity Central Index Key | 0001409446 | |
Document Type | 10-Q | |
Amendment Flag | false | |
Current Fiscal Year End Date | --05-31 | |
Entity Small Business | true | |
Entity Shell Company | false | |
Entity Emerging Growth Company | false | |
Entity Current Reporting Status | Yes | |
Document Period End Date | Nov. 30, 2022 | |
Entity Filer Category | Non-accelerated Filer | |
Document Fiscal Period Focus | Q2 | |
Document Fiscal Year Focus | 2023 | |
Entity Common Stock Shares Outstanding | 593,024,616 | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Entity File Number | 000-52831 | |
Entity Incorporation State Country Code | CO | |
Entity Tax Identification Number | 46-3403755 | |
Entity Interactive Data Current | Yes | |
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 | 341-1834 |
Condensed Balance Sheets
Condensed Balance Sheets - USD ($) | Nov. 30, 2022 | May 31, 2022 |
Current Assets | ||
Cash | $ 300 | $ 13,788 |
Prepaid expenses | 0 | 9,900 |
Total Current Assets | 300 | 23,688 |
Digital currency | 2,961 | 21,465 |
Equipment, net | 10,741 | 12,337 |
License, net | 37,247 | 0 |
TOTAL ASSETS | 51,249 | 57,490 |
Current Liabilities | ||
Accounts payable and accrued liabilities | 45,129 | 5,763 |
Accrued interest | 78,765 | 58,435 |
Accrued interest - related party | 95,627 | 89,164 |
Accrued management fees - related party | 15,000 | 0 |
Notes payable - related party | 401,037 | 388,687 |
Convertible notes, net of discount | 301,818 | 264,684 |
Derivative liability | 180,695 | 163,615 |
Total Current liabilities | 1,118,071 | 970,348 |
Total liabilities | 1,118,071 | 970,348 |
Commitments | 0 | |
Stockholders' Deficit | ||
Common Stock, Par Value $0.001, 6,500,000,000 shares authorized, 593,024,616 and 553,024,616 issued and outstanding, respectively | 593,024 | 553,024 |
Additional paid-in capital | 3,187,636 | 3,179,836 |
Accumulated deficit | (5,099,790) | (4,898,026) |
Total stockholders' deficit | (1,066,822) | (912,858) |
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT | 51,249 | 57,490 |
Series A Preferred Stock [Member] | ||
Stockholders' Deficit | ||
Series A Preferred Stock, Par Value $0.0001, 2,000,000 shares authorized, 1,940,153 issued and outstanding | 194 | 194 |
Series B Preferred Stock [Member] | ||
Stockholders' Deficit | ||
Series A Preferred Stock, Par Value $0.0001, 2,000,000 shares authorized, 1,940,153 issued and outstanding | 15 | 15 |
Series C Preferred Stock [Member] | ||
Stockholders' Deficit | ||
Series A Preferred Stock, Par Value $0.0001, 2,000,000 shares authorized, 1,940,153 issued and outstanding | 250,000 | 250,000 |
Series D Preferred Stock [Member] | ||
Stockholders' Deficit | ||
Series A Preferred Stock, Par Value $0.0001, 2,000,000 shares authorized, 1,940,153 issued and outstanding | 600 | 600 |
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 |
Condensed Balance Sheets (Paren
Condensed Balance Sheets (Parenthetical) - $ / shares | Nov. 30, 2022 | May 31, 2022 |
Common stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 6,500,000,000 | 6,500,000,000 |
Common stock, shares issued | 593,024,616 | 553,024,616 |
Common stock, shares outstanding | 593,024,616 | 553,024,616 |
Series A Preferred Stock [Member] | ||
Preferred stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 2,000,000 | 2,000,000 |
Preferred stock, shares issued | 1,940,153 | 1,940,153 |
Preferred stock, shares outstanding | 1,940,153 | 1,940,153 |
Series B Preferred Stock [Member] | ||
Preferred stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 150,000 | 150,000 |
Preferred stock, shares issued | 150,000 | 150,000 |
Preferred stock, shares outstanding | 150,000 | 150,000 |
Series C Preferred Stock [Member] | ||
Preferred stock, par value (in dollars per share) | $ 1 | $ 1 |
Preferred stock, shares authorized | 250,000 | 250,000 |
Preferred stock, shares issued | 250,000 | 250,000 |
Preferred stock, shares outstanding | 250,000 | 250,000 |
Series D Preferred Stock [Member] | ||
Preferred stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 10,000,000 | 10,000,000 |
Preferred stock, shares issued | 6,000,000 | 6,000,000 |
Preferred stock, shares outstanding | 6,000,000 | 6,000,000 |
Series E Preferred Stock [Member] | ||
Preferred stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 15,000,000 | 15,000,000 |
Preferred stock, shares issued | 14,989,500 | 14,989,500 |
Preferred stock, shares outstanding | 14,989,500 | 14,989,500 |
Condensed Statements of Operati
Condensed Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Nov. 30, 2022 | Nov. 30, 2021 | Nov. 30, 2022 | Nov. 30, 2021 | |
Revenue | ||||
Digital currency mining | $ 2,881 | $ 21,204 | $ 8,084 | $ 21,204 |
Cost of revenue | 7,646 | 44,660 | 24,037 | 44,660 |
Gross loss | (4,765) | (23,456) | (15,953) | (23,456) |
Operating Expenses | ||||
General and administrative | 57,823 | 36,920 | 86,301 | 45,965 |
Total operating expenses | 57,823 | 36,920 | 86,301 | 45,965 |
Operating Loss | (62,588) | (60,376) | (102,254) | (69,421) |
Other Income (Expense) | ||||
Gain (loss) on change in fair value of derivative liability | (47,000) | 11,333 | (17,080) | 415,795 |
Loss on sale of digital currency | (3,438) | 0 | (2,304) | 0 |
Interest expense | (30,146) | (24,546) | (73,935) | (29,599) |
Impairment loss on digital currency | (4,231) | (976) | (6,191) | (976) |
Total other income (expenses) | (77,939) | (14,189) | (99,510) | 385,220 |
Net Income (Loss) | $ (140,527) | $ (74,565) | $ (201,764) | $ 315,799 |
Net income (loss) per common share: | ||||
Basic | $ 0 | $ 0 | $ 0 | $ 0 |
Diluted | $ 0 | $ 0 | $ 0 | $ 0 |
Weighted average number of common shares outstanding: | ||||
Basic | 581,453,187 | 540,601,539 | 571,144,835 | 539,180,354 |
Diluted | 1,071,989,510 | 540,601,539 | 1,061,681,158 | 586,005,320 |
Condensed Statements of Changes
Condensed Statements of Changes in Stockholders Deficit (Unaudited) - 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, 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 income | 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 income | $ 315,799 | |||||||||
Issuance of common stock for conversion of convertible note, shares | 5,250,000 | |||||||||
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 |
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 income | (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 |
Balance, shares at May. 31, 2022 | 1,940,153 | 150,000 | 250,000 | 6,000,000 | 14,989,500 | 553,024,616 | ||||
Balance, amount at May. 31, 2022 | (912,858) | $ 194 | $ 15 | $ 250,000 | $ 600 | $ 1,499 | $ 553,024 | 3,179,836 | (4,898,026) | |
Net income | (61,237) | 0 | 0 | 0 | 0 | 0 | $ 0 | 0 | (61,237) | |
Issuance of common stock for conversion of convertible note, shares | 27,000,000 | |||||||||
Issuance of common stock for conversion of convertible note, amount | 6,750 | 0 | 0 | 0 | 0 | 0 | $ 27,000 | (20,250) | 0 | |
Finance fee for warrants issued in connection with license agreement | 37,800 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | 37,800 | 0 | |
Balance, shares at Aug. 31, 2022 | 1,940,153 | 150,000 | 250,000 | 6,000,000 | 14,989,500 | 580,024,616 | ||||
Balance, amount at Aug. 31, 2022 | (929,545) | $ 194 | $ 15 | $ 250,000 | $ 600 | $ 1,499 | $ 580,024 | 3,197,386 | (4,959,263) | |
Balance, shares at May. 31, 2022 | 1,940,153 | 150,000 | 250,000 | 6,000,000 | 14,989,500 | 553,024,616 | ||||
Balance, amount at May. 31, 2022 | (912,858) | $ 194 | $ 15 | $ 250,000 | $ 600 | $ 1,499 | $ 553,024 | 3,179,836 | (4,898,026) | |
Net income | $ (201,764) | |||||||||
Issuance of common stock for conversion of convertible note, shares | 40,000,000 | |||||||||
Balance, shares at Nov. 30, 2022 | 1,940,153 | 150,000 | 250,000 | 6,000,000 | 14,989,500 | 593,024,616 | ||||
Balance, amount at Nov. 30, 2022 | $ (1,066,822) | $ 194 | $ 15 | $ 250,000 | $ 600 | $ 1,499 | $ 593,024 | 3,187,636 | (5,099,790) | |
Balance, shares at Aug. 31, 2022 | 1,940,153 | 150,000 | 250,000 | 6,000,000 | 14,989,500 | 580,024,616 | ||||
Balance, amount at Aug. 31, 2022 | (929,545) | $ 194 | $ 15 | $ 250,000 | $ 600 | $ 1,499 | $ 580,024 | 3,197,386 | (4,959,263) | |
Net income | (140,527) | 0 | 0 | 0 | 0 | 0 | $ 0 | 0 | (140,527) | |
Issuance of common stock for conversion of convertible note, shares | 13,000,000 | |||||||||
Issuance of common stock for conversion of convertible note, amount | 3,250 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ 13,000 | (9,750) | 0 | |
Balance, shares at Nov. 30, 2022 | 1,940,153 | 150,000 | 250,000 | 6,000,000 | 14,989,500 | 593,024,616 | ||||
Balance, amount at Nov. 30, 2022 | $ (1,066,822) | $ 194 | $ 15 | $ 250,000 | $ 600 | $ 1,499 | $ 593,024 | $ 3,187,636 | $ (5,099,790) |
Condensed Statements of Cash Fl
Condensed Statements of Cash Flows (Unaudited) - USD ($) | 6 Months Ended | |
Nov. 30, 2022 | Nov. 30, 2021 | |
CASH FLOWS FROM OPERATING ACTIVITIES | ||
Net income (loss) | $ (201,764) | $ 315,799 |
Adjustments to reconcile net income (loss) to net cash used in operating activities: | ||
Gain (loss) on change in fair value of derivative liability | 17,080 | (415,795) |
Amortization of discount on convertible note | 47,134 | 16,289 |
Amortization of license | 553 | 0 |
Amortization of Crypto equipment | 1,596 | 0 |
Impairment loss on digital currency | 6,191 | 976 |
Realized loss on sale of digital currency | 2,304 | 0 |
Changes in operating assets and liabilities: | ||
Prepaid expenses | 9,900 | (151,981) |
Digital currency | 10,009 | (17,162) |
Accounts payable and accrued liabilities | 39,358 | 10,089 |
Operating expenses paid by related party | 7,595 | 0 |
Accrued management fees -related party | 15,000 | 0 |
Accrued interest - related party | 6,463 | 6,444 |
Accrued interest | 20,338 | 6,873 |
Net cash used in operating activities | (18,243) | (228,468) |
CASH FLOWS FROM FINANCING ACTIVITIES | ||
Proceeds from notes payable | 0 | 240,500 |
Proceeds from notes payable - related party | 14,500 | 13,523 |
Repayment of notes payable -related party | (9,745) | 0 |
Net cash provided by financing activities | 4,755 | 254,023 |
Net change in cash for the period | (13,488) | 25,555 |
Cash at beginning of period | 13,788 | 615 |
Cash at end of period | 300 | 26,170 |
Supplemental Cash Flow Disclosures | ||
Cash paid for interest | 0 | 0 |
Cash paid for income taxes | 0 | 0 |
Non-Cash Investing and Financing Activity: | ||
Reclassification of accounts payable to notes payable - related party | 0 | 10,089 |
Issuance of common stock for conversion of convertible note | 10,000 | 0 |
Common stock payable on issuance of convertible note payable | 0 | 92,000 |
Finance fee for warrants issued in connection with license agreement | $ 37,800 | $ 0 |
Significant Accounting Policies
Significant Accounting Policies | 6 Months Ended |
Nov. 30, 2022 | |
Significant Accounting Policies | |
Significant Accounting Policies | Note 1 –Significant Accounting Policies Basis of Presentation The accompanying unaudited condensed financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America and the rules of the Securities and Exchange Commission (“SEC”) and should be read in conjunction with the audited financial statements and notes thereto contained in the Company’s annual report filed with the SEC on Form 10-K, on September 20, 2022. 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 2022 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.’s financial condition and results of operations during the period in which such changes occurred. Actual results could differ from those estimates. Nate’s Food Co.’s financial statements reflect all adjustments that management believes are necessary for the fair presentation of their financial condition and results of operations for the periods presented. Cash and Cash Equivalents For purposes of the statements of cash flows, the Company considers all short-term marketable securities purchased with original maturities of three months or less to be cash equivalents. Digital Currencies We currently account for all digital currencies held as a result of these transactions as indefinite-lived intangible assets in accordance with ASC 350, Intangibles—Goodwill and Other We determine the fair value of our digital currencies on a nonrecurring basis in accordance with ASC 820, Fair Value Measurement Impairment losses are recognized within other income (expense) on the statements of operations in the period in which the impairment is identified. The impaired digital currencies are written down to their fair value at the time of impairment and this new cost basis will not be adjusted upward for any subsequent increase in fair value. Gains are not recorded until realized upon sale(s), at which point they are presented net of any impairment losses for the same digital assets held within other income (expense). In determining the gain to be recognized upon sale, we calculate the difference between the sales price and carrying value of the digital assets sold immediately prior to sale. As of November 30, 2022, the market value of digital currencies was lower than the Company’s cost basis by $6,191, which amount is recorded as impairment loss on digital currency for the six months then ended. During the six months ended November 30, 2021, the Company recorded an impairment loss on digital currency of $976. During the six months ended November 30, 2022, the Company recorded loss on sale of digital currency of $2,304. 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 November 30, 2022 and May 31, 2022, measured at fair value on a recurring basis: November 30, 2022 Level 1 Level 2 Level 3 Total Assets Digital currency $ 2,961 - - $ 2,961 Liabilities Derivative liabilities - - $ 180,695 $ 180,695 May 31, 2022 Level 1 Level 2 Level 3 Total Assets Digital currency $ 21,465 - - $ 21,465 Liabilities Derivative liabilities - - $ 163,615 $ 163,615 Earnings per Share The Company computes net income (loss) per share in accordance with ASC 260, “ Earnings per Share For the six months ended November 30, 2022 and 2021, respectively, the following warrants, convertible notes and convertible preferred stock were potentially dilutive. Six Months Ended November 30, 2022 2021 (Shares) (Shares) Warrants 27,000,000 - Convertible notes payable 463,536,323 184,324,966 Series B convertible preferred stock 150,000,000 150,000,000 Series C convertible preferred stock 16,500,000 16,500,000 Series D convertible preferred stock 90,000,000 90,000,000 Series E convertible preferred stock 149,895,000 149,895,000 896,931,323 590,719,966 For the three and six months ended November 30, 2022 and the three months ended November 30, 2021, the convertible instruments are anti-dilutive and therefore, have been excluded from earnings (loss) per share. The following represents a reconciliation of the numerators and denominators of the basic and diluted earnings per share computation for the six months ended November 30, 2021: Net Income (Loss) (Numerator) Shares (Denominator) Per Share Amount Basic EPS $ 315,799 539,180,354 $ 0.00 Effect of dilutive securities: Warrants - - - Convertible notes payable (410,761 ) 46,824,966 (0.01 ) Preferred stock - - - Diluted EPS $ (94,962 ) 586,005,320 $ (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 six months ended November 30, 2021, as the effect is anti-dilutive. Equipment Bitcoin mining equipment is stated at cost less accumulated amortization. Amortization is computed on the straight-line method over the useful life of four years and is included in the cost of revenue Lease The Company leases bitcoin equipment (Note 3), for the mining of Bitcoin. In accordance with ASC 842, “ Leases, The equipment lease meets the definition of a short-term lease because the lease term is 12 months or less. Consequently, consistent with 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, which we began generating in September 2021. The Company earns its cryptocurrency mining revenues by providing transaction verification services within the digital currency networks of cryptocurrencies, for Bitcoin. The Company satisfies its performance obligation at the point in time that the Company is awarded a unit of digital currency through its participation in the applicable network and network participants benefit from the Company’s verification service. In consideration for these services, the Company receives Bitcoin, net of applicable network fees, which are recorded as revenue using the closing U.S. dollar price of Bitcoin on the date of receipt. Expenses associated with running the cryptocurrency mining operations, which are currently utilities, equipment lease and monitoring services are recorded as cost of revenues. During the six months ended November 30, 2022 and 2021, the Company generated Bitcoin mining revenue of $8,084 and $21,204, respectively, with cost of revenue of $24,037 and $44,660, respectively. There is currently no specific definitive guidance in GAAP or alternative accounting frameworks for the accounting for the production and mining of digital currencies and management has exercised significant judgment in determining appropriate accounting treatment for the recognition of revenue for mining of digital currencies. Management has examined various factors surrounding the substance of the Company’s operations and the guidance in ASC 606, including identifying the transaction price, when performance obligations are satisfied, and collectability is reasonably assured being the completion and addition of a block to a blockchain and the award of a unit of digital currency to the Company. In the event authoritative guidance is enacted by the FASB, the Company may be required to change its policies which could result in a change in the Company’s financial statements. 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 | 6 Months Ended |
Nov. 30, 2022 | |
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. |
Prepaid Expenses
Prepaid Expenses | 6 Months Ended |
Nov. 30, 2022 | |
Prepaid Expenses | |
Prepaid Expenses | Note 3 – Prepaid Expenses On September 30, 2021 and October 22, 2021, the Company entered into two agreements to lease Bitcoin equipment for a term of 270 days and 200 days, respectively. During the six months ended November 30, 2022 and 2021, the Company recognized $9,900 and $40,619 lease expenses, respectively. As of November 30, 2022 and May 31, 2022, prepaid expenses were $0 and $9,900, respectively. |
Related Party Transactions
Related Party Transactions | 6 Months Ended |
Nov. 30, 2022 | |
Related Party Transactions | |
Related Party Transactions | Note 4 – Related Party Transactions Notes Payable – Related Party As at November 30, 2022 and May 31, 2022, the total amount owed to an officer was $401,037 and $388,687, respectively. As of the November 30, 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 November 30, 2022 and May 31, 2022, accrued interest of $36,637 and $33,779, 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 November 30, 2022 and May 31, 2022, accrued interest of $58,990 and $55,385, 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, the loan includes $179,711 that was reclassified from accounts payable as at November 30, 2022. This amount is at 0% interest and is due on demand. During the six months ended November 30, 2022 and 2021, the Company received advances of $14,500 and $13,523 repaid advances of $9,745 and $0 and paid operating expenses of $7,595 and $0, respectively. During the six months ended November 30, 2022 and 2021, the Company recognized $18,000 and $0 management fees for the Company’s officer and paid management fees of $3,000 and $0, respectively. As of November 30, 2022 and May 31, 2022, the Company owed to the Company’s officer for amount of $15,000 and $0, respectively. |
Convertible Notes
Convertible Notes | 6 Months Ended |
Nov. 30, 2022 | |
Convertible Notes | |
Convertible Notes | Note 5 – Convertible Notes The Company had the following convertible notes payable outstanding as of November 30, 2022 and May 31, 2022: 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 six months ended November 30, 2022 and 2021, the Company recognized interest expense of $3,323 and $3,323, respectively. As of November 30, 2022 and May 31, 2022, the Company had accrued interest of $44,496 and $41,172, respectively. On October 14, 2021, the Company received financing from an unrelated party in the amount of $275,000 with $25,000 original issue discount and $9,500 in financing costs, for net proceeds to the Company of $240,500. The original issue discount and financing costs are being amortized over the original life of the note using the effective interest method. The $275,000 bears 10% interest and matures on October 14, 2022. The note is currently in default and bears 20% interest rate. The conversion price was initially set at $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 six months ended November 30, 2022, the Company converted the principal of $10,000 into 40,000,000 shares at $0.00025 per share based on contract stock price re-set requirements. On December 19, 2022, the Company’s Board of Directors approved the modification of current conversion price of $0.00025 to $0.000025 per share. During the six months ended November 30, 2022, and 2021, the Company recognized interest expenses of $17,015 and $3,541, amortization of debt discount of $47,134 and $16,289, respectively. As of November 30, 2022 and May 31, 2022, the Company had accrued interest of $34,269 and $17,253 and unamortized debt discount of $0 and $47,134, respectively. As of November 30, 2022, and May 31, 2022, the principal balance was $265,000 and $275,000, respectively. |
Derivative Liability
Derivative Liability | 6 Months Ended |
Nov. 30, 2022 | |
Derivative Liability | |
Derivative Liability | Note 6 – Derivative Liability The Company analysed 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 November 30, 2022 and May 31, 2022: Balance - May 31, 2021 $ 537,540 Gain on change in fair value of the derivative (373,925 ) Balance - May 31, 2022 $ 163,615 Loss on change in fair value of the derivative 17,080 Balance - November 30, 2022 $ 180,695 The Company also recorded a gain on change in fair value of the derivative of $415,795 during the six months ended November 30, 2021. 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: November 30, May 31, 2022 2022 Expected term 20 years 0.37 – 1.00 years Expected average volatility 303 % 131% - 293 % Expected dividend yield - - Risk-free interest rate 0.00 % 0.08 % Warrants On July 8, 2022, the Company issued warrants in connection with a license agreement (Note 9). The warrants were valued using the Black-Scholes pricing model. The Black-Scholes model requires six basic data inputs: the exercise or strike price, time to expiration, the risk-free interest rate, the current stock price, the estimated volatility of the stock price in the future, and the dividend rate. Changes to these inputs could produce a significantly higher or lower fair value measurement. The estimated fair values of the warrants were measured on the July 8, 2022 (license agreement execution date) using the following inputs: Stock price $ 0.0014 Exercise price $ 0.00025 Expected term 20 years Expected average volatility 279 % Expected dividend yield 0 Risk-free interest rate 3.31 % A summary of activity during the six months ended November 30, 2022, is as follows: Number Weighted Weighted Average Remaining of warrants Average Exercise Price Contractual life (in years) Outstanding, May 31, 2022 - $ - - Granted 27,000,000 0.00025 20.00 Reset feature - - - Exercised - - - Forfeited/cancelled - - - Outstanding, November 30, 2022 27,000,000 $ 0.00025 19.72 Exercisable, November 30, 2022 - $ 0.00025 19.72 The intrinsic value of the warrants as of November 30, 2022, is $22,950. None of the outstanding warrants are exercisable as of November 30, 2022. |
Bitcoin intangible assets
Bitcoin intangible assets | 6 Months Ended |
Nov. 30, 2022 | |
Bitcoin intangible assets | |
Bitcoin intangible assets | Note 7 – Bitcoin intangible assets During the six months ended November 30, 2022, the Company mined Bitcoin with a total aggregate value of $8,084. 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 loss of $6,191 and loss on sales of digital currency of $2,304, the Company’s digital currency asset consists of the following at November 30, 2022 and 2021: Six Months Ended November 30, Bitcoin Held 2021 Balance, May 31, 2021 $ - Additions earned 21,204 Sales - Remittance as cost of operating expenses (4,042 ) Impairment (976 ) Balance, November 30, 2021 $ 16,186 Six Months Ended November 30, Bitcoin Held 2022 Balance, May 31, 2022 $ 21,465 Additions earned 8,084 Sales (10,310 ) Remittance as cost of operating expenses (10,087 ) Impairment (6,191 ) Balance, November 30, 2022 $ 2,961 |
Equity
Equity | 6 Months Ended |
Nov. 30, 2022 | |
Equity | |
Equity | Note 8 – Equity Series A Preferred Stock The Company is authorized to issue 2,000,000 shares of series A Preferred Stock at a par value of $0.0001. The Series A Preferred Stock shall have no liquidation preference over any other class of stock and there will be no dividends due or payable on the Series A Preferred Stock. The Series A Preferred Stock initially had voting rights equal to 1,000 votes for each 1 share of common stock owned. On December 18, 2022, the Company’s Board of Directors approved an increase to the Series A voting rights equal to 20,000 votes for each 1 share of common stock owned, and resolved that each Series A Preferred Stock cannot convert into Common Stock unless it is approved by the Board of Directors There were no issuances of the Series A Preferred Stock during the six months ended November 30, 2022 and 2021. As of November 30, 2022 and May 31, 2022, 1,940,153 shares of series A Preferred Stock were issued and outstanding. Series B Convertible Preferred Stock The Company is authorized to issue 150,000 shares of Series B Convertible Preferred Stock at a par value of $0.0001. The Series B Convertible 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 Convertible Preferred Stock. The Series B Convertible Preferred Stock converts into common stock at a ratio of 1:1,000. However, the Series B Convertible 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 Convertible Preferred Stock during the six months ended November 30, 2022 and 2021. As of November 30, 2022, and May 31, 2022, 150,000 shares of Series B Convertible Preferred Stock were issued and outstanding. Series C Convertible Preferred Stock The Company is authorized to issue 250,000 shares of Series C Convertible Preferred Stock at a par value of $1. The Series C Convertible 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 Convertible Preferred Stock. The Series C Convertible 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 Convertible Preferred Stock during the six months ended November 30, 2022 and 2021. As of November 30, 2022 and May 31, 2022, 250,000 shares of Series C Convertible Preferred Stock were issued and outstanding. Series D Convertible Preferred Stock The Company is authorized to issue 10,000,000 shares of Series D Convertible Preferred Stock at a par value of $0.0001. The Series D Convertible Preferred Stock is convertible at a rate of 1 share of Series D Convertible Preferred Stock for 15 shares of common stock. There were no issuances of the Series D Convertible Preferred Stock during the six months ended November 30, 2022 and 2021. During the six months ended November 30, 2021, 350,000 shares of Series D Convertible Preferred Stock were converted into 5,250,000 shares of common stock. As of November 30, 2022, and May 31, 2022, 6,000,000 shares of Series D Convertible Preferred Stock were issued and outstanding. Series E Convertible Preferred Stock The Company is authorized to issue 15,000,000 shares of series E Convertible Preferred Stock at a par value of $0.0001. The Series E Convertible 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 Convertible Preferred Stock is convertible into ten (10) shares of common stock. From October 1, 2016 to October 1, 2018, holders of Series E Convertible Preferred Stock may at any time convert to shares of common stock, thereafter, the Company may elect to convert any outstanding stock at any time without notice to the shareholders. There were no issuances of the Series E Convertible Preferred Stock during the six months ended November 31, 2022 and 2021. As of November 30, 2022, and May 31, 2022, 14,989,500 shares of Series E Convertible Preferred Stock were issued and outstanding. Common stock The Company is authorized to issue 6,500,000,000 shares of common stock at a par value of $0.001. During the six months ended November 30, 2022, the Company issued 40,000,000 shares on conversion of $10,000 of principal of a convertible note. During the six months ended November 30, 2021, the Company issued 5,250,000 shares on conversion of 350,000 shares of Series D Preferred Stock. As of November 30, 2022 and May 31, 2022, 593,024,616 and 553,024,616 shares of common stock were issued and outstanding, respectively. |
Commitments
Commitments | 6 Months Ended |
Nov. 30, 2022 | |
Commitments | |
Commitments | Note 9 – Commitments On July 8, 2022, the Company entered into an Exclusive Intellectual Property License Agreement (“License Agreement”) with Kenny B, LLC. (“Licensor”) for a period of 20 years and that may be extended for an additional 20 years at the mutual consent of both parties. The Licensor is the exclusive owner of all the rights, title and interest in and to (i) the trademark of Sh’mallow (Serial Number 5302806), (ii) all rights in and to the name of Sh’mallow, and (iii) designs of Sh’mallow marshmallow topping product, and (iv) all common law and statuary rights in the foregoing (collectively, the “Property”). The Company obtained an exclusive license to use such Intellectual Property. In conjunction with the License Agreement, the Company granted warrants to Licensor to acquire 27,000,000 shares of common stock of the Company at a price of $0.00025 per share for total value of $37,800 to be amortized over the life of the agreement on a straight-line basis, recorded in license and additional paid in capital (Note 6). During the six months ended November 30, 2022, the Company amortized $553 of license. The Licensor has a right to exercise the warrants six months after the August 15, 2022 effective date of the License Agreement. The Company will pay a royalty of 7.5% on all Net Sales of Sh’Mallow. 12 months after the execution of the agreement a minimum royalty payment of $5,000 a month shall be required to maintain the exclusivity of the license agreement. No Sh’Mallow sales or royalty payments were made during the six months ended November 30, 2022. For the six months ended November 30, 2022, the Company recognized $17,500 royalty payable. On December 30, 2022, the Company agreed with Licensor request to mutually terminate any and all agreements between the parties. As part of the mutual agreement termination, the parties intend to work together to execute a new license agreement. |
Subsequent Events
Subsequent Events | 6 Months Ended |
Nov. 30, 2022 | |
Subsequent Events | |
Subsequent Events | Note 10 – Subsequent Events Management has evaluated subsequent events through the date these financial statements were issued, noting the following material events that require disclosure. On December 19, 2022, the Company’s Board of Director approved the issuance of 10,000,000 shares of common stock to two its officers in exchange for 25,000 shares of Series A Preferred Stock. On December 30, 2022, the Company agreed with Kenny B LLC request to mutually terminate any and all agreements between the parties (See Note 9). As part of the mutual agreement termination, the parties intend to work together to execute a new license agreement. While working on a new license agreement, the Company will continue to expand its bitcoin mining operations and its Nate’s Homemade product line. |
Significant Accounting Polici_2
Significant Accounting Policies (Policies) | 6 Months Ended |
Nov. 30, 2022 | |
Significant Accounting Policies | |
Basis of Presentation | The accompanying unaudited condensed financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America and the rules of the Securities and Exchange Commission (“SEC”) and should be read in conjunction with the audited financial statements and notes thereto contained in the Company’s annual report filed with the SEC on Form 10-K, on September 20, 2022. 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 2022 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.’s financial condition and results of operations during the period in which such changes occurred. Actual results could differ from those estimates. Nate’s Food Co.’s financial statements reflect all adjustments that management believes are necessary for the fair presentation of their financial condition and results of operations for the periods presented. |
Cash and Cash Equivalents | For purposes of the statements of cash flows, the Company considers all short-term marketable securities purchased with original maturities of three months or less to be cash equivalents. |
Digital Currencies | We currently account for all digital currencies held as a result of these transactions as indefinite-lived intangible assets in accordance with ASC 350, Intangibles—Goodwill and Other We determine the fair value of our digital currencies on a nonrecurring basis in accordance with ASC 820, Fair Value Measurement Impairment losses are recognized within other income (expense) on the statements of operations in the period in which the impairment is identified. The impaired digital currencies are written down to their fair value at the time of impairment and this new cost basis will not be adjusted upward for any subsequent increase in fair value. Gains are not recorded until realized upon sale(s), at which point they are presented net of any impairment losses for the same digital assets held within other income (expense). In determining the gain to be recognized upon sale, we calculate the difference between the sales price and carrying value of the digital assets sold immediately prior to sale. As of November 30, 2022, the market value of digital currencies was lower than the Company’s cost basis by $6,191, which amount is recorded as impairment loss on digital currency for the six months then ended. During the six months ended November 30, 2021, the Company recorded an impairment loss on digital currency of $976. During the six months ended November 30, 2022, the Company recorded loss on sale of digital currency of $2,304. |
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 November 30, 2022 and May 31, 2022, measured at fair value on a recurring basis: November 30, 2022 Level 1 Level 2 Level 3 Total Assets Digital currency $ 2,961 - - $ 2,961 Liabilities Derivative liabilities - - $ 180,695 $ 180,695 May 31, 2022 Level 1 Level 2 Level 3 Total Assets Digital currency $ 21,465 - - $ 21,465 Liabilities Derivative liabilities - - $ 163,615 $ 163,615 |
Earnings per share | The Company computes net income (loss) per share in accordance with ASC 260, “ Earnings per Share For the six months ended November 30, 2022 and 2021, respectively, the following warrants, convertible notes and convertible preferred stock were potentially dilutive. Six Months Ended November 30, 2022 2021 (Shares) (Shares) Warrants 27,000,000 - Convertible notes payable 463,536,323 184,324,966 Series B convertible preferred stock 150,000,000 150,000,000 Series C convertible preferred stock 16,500,000 16,500,000 Series D convertible preferred stock 90,000,000 90,000,000 Series E convertible preferred stock 149,895,000 149,895,000 896,931,323 590,719,966 For the three and six months ended November 30, 2022 and the three months ended November 30, 2021, the convertible instruments are anti-dilutive and therefore, have been excluded from earnings (loss) per share. The following represents a reconciliation of the numerators and denominators of the basic and diluted earnings per share computation for the six months ended November 30, 2021: Net Income (Loss) (Numerator) Shares (Denominator) Per Share Amount Basic EPS $ 315,799 539,180,354 $ 0.00 Effect of dilutive securities: Warrants - - - Convertible notes payable (410,761 ) 46,824,966 (0.01 ) Preferred stock - - - Diluted EPS $ (94,962 ) 586,005,320 $ (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 six months ended November 30, 2021, as the effect is anti-dilutive. |
Equipment | Bitcoin mining equipment is stated at cost less accumulated amortization. Amortization is computed on the straight-line method over the useful life of four years and is included in the cost of revenue |
Lease | The Company leases bitcoin equipment (Note 3), for the mining of Bitcoin. In accordance with ASC 842, “ Leases, The equipment lease meets the definition of a short-term lease because the lease term is 12 months or less. Consequently, consistent with 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, which we began generating in September 2021. The Company earns its cryptocurrency mining revenues by providing transaction verification services within the digital currency networks of cryptocurrencies, for Bitcoin. The Company satisfies its performance obligation at the point in time that the Company is awarded a unit of digital currency through its participation in the applicable network and network participants benefit from the Company’s verification service. In consideration for these services, the Company receives Bitcoin, net of applicable network fees, which are recorded as revenue using the closing U.S. dollar price of Bitcoin on the date of receipt. Expenses associated with running the cryptocurrency mining operations, which are currently utilities, equipment lease and monitoring services are recorded as cost of revenues. During the six months ended November 30, 2022 and 2021, the Company generated Bitcoin mining revenue of $8,084 and $21,204, respectively, with cost of revenue of $24,037 and $44,660, respectively. There is currently no specific definitive guidance in GAAP or alternative accounting frameworks for the accounting for the production and mining of digital currencies and management has exercised significant judgment in determining appropriate accounting treatment for the recognition of revenue for mining of digital currencies. Management has examined various factors surrounding the substance of the Company’s operations and the guidance in ASC 606, including identifying the transaction price, when performance obligations are satisfied, and collectability is reasonably assured being the completion and addition of a block to a blockchain and the award of a unit of digital currency to the Company. In the event authoritative guidance is enacted by the FASB, the Company may be required to change its policies which could result in a change in the Company’s financial statements. |
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. |
Significant Accounting Polici_3
Significant Accounting Policies (Tables) | 6 Months Ended |
Nov. 30, 2022 | |
Significant Accounting Policies | |
Schedule of fair value measurements by level on recurring basis | November 30, 2022 Level 1 Level 2 Level 3 Total Assets Digital currency $ 2,961 - - $ 2,961 Liabilities Derivative liabilities - - $ 180,695 $ 180,695 May 31, 2022 Level 1 Level 2 Level 3 Total Assets Digital currency $ 21,465 - - $ 21,465 Liabilities Derivative liabilities - - $ 163,615 $ 163,615 |
Summary of warrants, convertible notes and convertible preferred stock were excluded from the computation of diluted net loss per shares | Six Months Ended November 30, 2022 2021 (Shares) (Shares) Warrants 27,000,000 - Convertible notes payable 463,536,323 184,324,966 Series B convertible preferred stock 150,000,000 150,000,000 Series C convertible preferred stock 16,500,000 16,500,000 Series D convertible preferred stock 90,000,000 90,000,000 Series E convertible preferred stock 149,895,000 149,895,000 896,931,323 590,719,966 |
Reconciliation of the numerators and denominators of the basic and diluted earnings per share computation | Net Income (Loss) (Numerator) Shares (Denominator) Per Share Amount Basic EPS $ 315,799 539,180,354 $ 0.00 Effect of dilutive securities: Warrants - - - Convertible notes payable (410,761 ) 46,824,966 (0.01 ) Preferred stock - - - Diluted EPS $ (94,962 ) 586,005,320 $ (0.00 ) |
Derivative Liability (Tables)
Derivative Liability (Tables) | 6 Months Ended |
Nov. 30, 2022 | |
Derivative Liability (Tables) | |
Schedule of derivative liabilities included in balance sheet | Balance - May 31, 2021 $ 537,540 Gain on change in fair value of the derivative (373,925 ) Balance - May 31, 2022 $ 163,615 Loss on change in fair value of the derivative 17,080 Balance - November 30, 2022 $ 180,695 |
Schedule of value of option liability at each measurement date | November 30, May 31, 2022 2022 Expected term 20 years 0.37 – 1.00 years Expected average volatility 303 % 131% - 293 % Expected dividend yield - - Risk-free interest rate 0.00 % 0.08 % |
Schedule of license agreement execution date | Stock price $ 0.0014 Exercise price $ 0.00025 Expected term 20 years Expected average volatility 279 % Expected dividend yield 0 Risk-free interest rate 3.31 % |
Schedule of outstanding warrants are exercisable | Number Weighted Weighted Average Remaining of warrants Average Exercise Price Contractual life (in years) Outstanding, May 31, 2022 - $ - - Granted 27,000,000 0.00025 20.00 Reset feature - - - Exercised - - - Forfeited/cancelled - - - Outstanding, November 30, 2022 27,000,000 $ 0.00025 19.72 Exercisable, November 30, 2022 - $ 0.00025 19.72 |
Bitcoin intangible assets (Tabl
Bitcoin intangible assets (Tables) | 6 Months Ended |
Nov. 30, 2022 | |
Bitcoin intangible assets (Tables) | |
Schedule of revenue from digital currency mining | Six Months Ended November 30, Bitcoin Held 2021 Balance, May 31, 2021 $ - Additions earned 21,204 Sales - Remittance as cost of operating expenses (4,042 ) Impairment (976 ) Balance, November 30, 2021 $ 16,186 Six Months Ended November 30, Bitcoin Held 2022 Balance, May 31, 2022 $ 21,465 Additions earned 8,084 Sales (10,310 ) Remittance as cost of operating expenses (10,087 ) Impairment (6,191 ) Balance, November 30, 2022 $ 2,961 |
Significant Accounting Polici_4
Significant Accounting Policies (Details) - USD ($) | Nov. 30, 2022 | May 31, 2022 |
Derivative liability | $ 180,695 | $ 163,615 |
Digital currency | 2,961 | 21,465 |
Fair Value, Measurements, Recurring [Member] | Fair Value, Inputs, Level 1 [Member] | ||
Derivative liability | 0 | 0 |
Digital currency | 2,961 | 21,465 |
Fair Value, Inputs, Level 2 [Member] | Fair Value, Measurements, Recurring [Member] | ||
Derivative liability | 0 | 0 |
Digital currency | 0 | 0 |
Fair Value, Inputs, Level 3 [Member] | Fair Value, Measurements, Recurring [Member] | ||
Derivative liability | 180,695 | 163,615 |
Digital currency | $ 0 | $ 0 |
Significant Accounting Polici_5
Significant Accounting Policies (Details 1) - shares | 6 Months Ended | |
Nov. 30, 2022 | Nov. 30, 2021 | |
Weighted average basic shares outstanding, Anti diluted | 896,931,323 | 590,719,966 |
Warrants [Member] | ||
Weighted average basic shares outstanding, Anti diluted | 27,000,000 | |
Convertible Notes Payable [Member] | ||
Weighted average basic shares outstanding, Anti diluted | 463,536,323 | 184,324,966 |
Series B Preferred Stock [Member] | ||
Weighted average basic shares outstanding, Anti diluted | 150,000,000 | 150,000,000 |
Series C Preferred Stock [Member] | ||
Weighted average basic shares outstanding, Anti diluted | 16,500,000 | 16,500,000 |
Series D Preferred Stock [Member] | ||
Weighted average basic shares outstanding, Anti diluted | 90,000,000 | 90,000,000 |
Series E Preferred Stock [Member] | ||
Weighted average basic shares outstanding, Anti diluted | 149,895,000 | 149,895,000 |
Significant Accounting Polici_6
Significant Accounting Policies (Details 2) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Nov. 30, 2022 | Nov. 30, 2021 | Nov. 30, 2022 | Nov. 30, 2021 | |
Significant Accounting Policies | ||||
Shares of Basic EPS | 539,180,354 | |||
Net Income (Loss) of Basic EPS | $ 315,799 | |||
Net Income (Loss) of Convertible notes payable | $ (410,761) | |||
Shares of Convertible notes payable | 46,824,966 | |||
Net Income (Loss) of Diluted EPS | $ (94,962) | |||
Shares of Diluted EPS | 586,005,320 | |||
Per Share of Basic EPS | $ 0 | $ 0 | $ 0 | $ 0 |
Convertible notes payable per share | (0.01) | |||
Diluted | $ 0 |
Significant Accounting Polici_7
Significant Accounting Policies (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Nov. 30, 2022 | Nov. 30, 2021 | Nov. 30, 2022 | Nov. 30, 2021 | |
Significant Accounting Policies (Details Narrative) | ||||
Impairment loss on digital currency | $ 976 | |||
Digital currency sales | 2,304 | |||
Revenue | 21,204 | $ 8,084 | ||
Cost of revenue | $ 7,646 | $ 44,660 | 24,037 | $ 44,660 |
Digital currency cost price | $ 6,191 | $ 6,191 |
Prepaid Expenses (Details Narra
Prepaid Expenses (Details Narrative) - USD ($) | 1 Months Ended | 6 Months Ended | |||
Oct. 22, 2021 | Sep. 30, 2021 | Nov. 30, 2022 | Nov. 30, 2021 | May 31, 2022 | |
Prepaid Expenses (Details Narrative) | |||||
Lease Bitcoin equipment for a term | 200 years | 270 years | |||
Lease expenses | $ 9,900 | $ 40,619 | |||
Prepaid expenses | $ 0 | $ 9,900 |
Related Party Transactions (Det
Related Party Transactions (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | |||
Nov. 30, 2022 | Nov. 30, 2021 | Nov. 30, 2022 | Nov. 30, 2021 | May 31, 2022 | |
Accrued interest | $ 36,637 | $ 36,637 | $ 33,779 | ||
Amount owed to related Party | 401,037 | 401,037 | 388,687 | ||
Accrued interest | 34,269 | 34,269 | 17,253 | ||
Operating expenses | 57,823 | $ 36,920 | 86,301 | $ 45,965 | |
Accounts payable and accrued liabilities | 39,358 | 10,089 | |||
Officer [Member] | |||||
Recognized management fee | 18,000 | 0 | |||
Management fee expense | 3,000 | 0 | |||
Company owned to the company officer | 15,000 | 15,000 | 0 | ||
Interest Rate Ten Percent [Member] | Officer [Member] | |||||
Amount owed to related Party | $ 57,000 | $ 57,000 | |||
Repayment of loan maturity date | June 28, 2017 | ||||
Interest rate on loan | 10% | 10% | |||
Interest Rate Ten Percent One [Member] | Officer [Member] | |||||
Amount owed to related Party | $ 71,902 | $ 71,902 | |||
Repayment of loan maturity date | December 31, 2015 | ||||
Interest rate on loan | 10% | 10% | |||
Accrued interest | $ 58,990 | $ 58,990 | $ 55,385 | ||
Interest Rate Zero Percent [Member] | Officer [Member] | |||||
Interest rate on loan | 0% | 0% | |||
Cash received | $ 14,500 | 13,523 | |||
repaid advances | 9,745 | 0 | |||
Operating expenses | 7,595 | $ 0 | |||
Accounts payable and accrued liabilities | $ 179,711 |
Convertible Notes (Details Narr
Convertible Notes (Details Narrative) | 6 Months Ended | ||||||
Oct. 14, 2021 USD ($) integer $ / shares shares | Oct. 13, 2016 USD ($) integer | Nov. 30, 2022 USD ($) $ / shares shares | Nov. 30, 2021 USD ($) | Dec. 19, 2022 $ / shares | May 31, 2022 USD ($) shares | Feb. 08, 2022 shares | |
Amount converted into share | $ 10,000 | ||||||
Shares issue | shares | 40,000,000 | ||||||
Share Price | $ / shares | $ 0.00025 | ||||||
Amortization of debt discount | $ 47,134 | $ 16,289 | |||||
Accrued interest | 34,269 | $ 17,253 | |||||
Unamortization of debt discount | 0 | 47,134 | |||||
Principal amount | 265,000 | $ 275,000 | |||||
Interest expense | 17,015 | 3,541 | |||||
Proceeds from notes payable | $ 0 | 240,500 | |||||
Common stock, shares issued | shares | 593,024,616 | 553,024,616 | |||||
Maximum [Member] | |||||||
Share Price | $ / shares | $ 0.000025 | ||||||
Minimum [Member] | |||||||
Share Price | $ / shares | $ 0.00025 | ||||||
Convertibles Debt [Member] | JSJ Investments [Member] | |||||||
Interest expense | $ 3,323 | $ 3,323 | |||||
Convertible notes payable outstanding | $ 36,818 | ||||||
Interest rate | 10% | 18% | |||||
Amount of financing received | $ 85,500 | ||||||
Financing costs | 8,000 | ||||||
Cash discount | $ 5,000 | ||||||
Number of trading days | integer | 20 | ||||||
Conversion price, percentage | 45% | ||||||
Interest expense related to amortization of deferred financing cost | $ 85,500 | ||||||
Percentage of outstanding principal and accrued unpaid interest | 125% | ||||||
Percentage of outstanding principal and accrued unpaid interest after 90 days | 150% | ||||||
Notes converted in prior years | $ 48,682 | ||||||
October 13 2016 [Member] | |||||||
Accrued interest | 44,496 | $ 41,172 | |||||
October 14 2021 [Member] | Convertibles Debt [Member] | |||||||
Interest rate | 10% | ||||||
Amount of financing received | $ 275,000 | $ 275,000 | |||||
Financing costs | 9,500 | ||||||
Cash discount | $ 25,000 | ||||||
Number of trading days | integer | 180 | ||||||
Proceeds from notes payable | $ 240,500 | ||||||
Maturity date | Oct. 14, 2022 | ||||||
Probable conversion price in case of default | $ / shares | $ 0.001 | ||||||
Conversion Price | $ / shares | $ 0.002 | ||||||
Common stock, shares issued | shares | 10,000,000 | 10,000,000 | |||||
Fair value of shares of common stock, description | The Company determined the fair value of 10,000,000 shares of common stock of $92,000 (according to market price on October 14, 2021) and shall amortize this cost over the life of the convertible note. | ||||||
Interest expense related to amortization of deferred financing cost | $ 275,000 |
Derivative Liability (Details)
Derivative Liability (Details) - USD ($) | 6 Months Ended | 12 Months Ended |
Nov. 30, 2022 | May 31, 2022 | |
Derivative Liability (Tables) | ||
Derivative liabilities, Beginning balance | $ 163,615 | $ 537,540 |
Loss on change in fair value of the derivative | 17,080 | (373,925) |
Derivative liabilities, Ending balance | $ 180,695 | $ 163,615 |
Derivative Liability (Details 1
Derivative Liability (Details 1) | 3 Months Ended | 6 Months Ended | |
Nov. 30, 2022 | May 31, 2022 | Nov. 30, 2022 | |
Risk-free interest rate | 0% | 0.08% | 3.31% |
Expected average volatility | 303% | 279% | |
Expected term | 20 years | 20 years | |
Minimum Range [Member] | |||
Expected average volatility | 131% | ||
Expected term | 4 months 13 days | ||
Maximum Range [Member] | |||
Expected average volatility | 293% | ||
Expected term | 1 year |
Derivative Liability (Details 2
Derivative Liability (Details 2) - USD ($) | 3 Months Ended | 6 Months Ended | |
Nov. 30, 2022 | May 31, 2022 | Nov. 30, 2022 | |
Derivative Liability (Tables) | |||
Stock price | $ 0.0014 | ||
Exercise price | $ 0.00025 | ||
Expected term | 20 years | 20 years | |
Expected average volatility | 303% | 279% | |
Expected dividend yield | $ 0 | ||
Risk-free interest rate | 0% | 0.08% | 3.31% |
Derivative Liability (Details 3
Derivative Liability (Details 3) | 6 Months Ended |
Nov. 30, 2022 USD ($) $ / shares | |
Derivative Liability (Tables) | |
Number of warrants, Outstanding | $ 0 |
Number of warrants, Granted | 27,000,000 |
Number of warrants, Reset feature | 0 |
Number of warrants, Exercised | 0 |
Number of warrants, Forfeited/cancelled | 0 |
Number of warrants, Outstanding | 27,000,000 |
Number of warrants, Exercisable | $ 0 |
Weighted average exercise price, Outstanding | $ / shares | $ 0 |
Weighted average exercise price, Granted | $ / shares | $ 0.00025 |
Weighted average exercise price, Reset feature | $ 0 |
Weighted average exercise price, Exercised | $ 0 |
Weighted average exercise price, Forfeited/cancelled | $ / shares | $ 0 |
Weighted average exercise price, Outstanding | $ / shares | 0.00025 |
Weighted average exercise price, Exercisable | $ / shares | $ 0.00025 |
Weighted Average Remaining contractual life, Granted | 20 years |
Weighted Average Remaining contractual life, Outstanding | 19 years 8 months 19 days |
Weighted Average Remaining contractual life, Exercisable | 19 years 8 months 19 days |
Derivative Liability (Details N
Derivative Liability (Details Narrative) - USD ($) | 6 Months Ended | |
Nov. 30, 2021 | Nov. 30, 2022 | |
Derivative Liability (Tables) | ||
Gain on change in fair value of the derivative | $ 415,795 | |
Intrinsic value of the warrants | $ 22,950 |
Bitcoin intangible assets (Deta
Bitcoin intangible assets (Details) - USD ($) | 6 Months Ended | |
Nov. 30, 2022 | Nov. 30, 2021 | |
Bitcoin intangible assets (Tables) | ||
Bitcoins, Opening Balance | $ 21,465 | $ 0 |
Bitcoin additions | 8,084 | 21,204 |
Sales | (10,310) | 0 |
Remittance as cost of sales | (10,087) | (4,042) |
Impairment | (6,191) | (976) |
Bitcoin Ending Balance | $ 2,961 | $ 16,186 |
Bitcoin intangible assets (De_2
Bitcoin intangible assets (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Nov. 30, 2022 | Nov. 30, 2021 | Nov. 30, 2022 | Nov. 30, 2021 | |
Bitcoin intangible assets (Tables) | ||||
Digital Currency Mining | $ 2,881 | $ 21,204 | $ 8,084 | $ 21,204 |
Impairment of loss | 6,191 | |||
Loss on sales of digital currency | $ 2,304 |
Equity (Details Narrative)
Equity (Details Narrative) - USD ($) | 6 Months Ended | ||
Nov. 30, 2022 | Nov. 30, 2021 | May 31, 2022 | |
Common stock, par value (in dollars per share) | $ 0.001 | $ 0.001 | |
Common stock, shares authorized | 6,500,000,000 | 6,500,000,000 | |
Common stock, shares issued | 593,024,616 | 553,024,616 | |
Conversion of Stock, Shares Issued | 40,000,000 | 5,250,000 | |
Common stock, shares outstanding | 593,024,616 | 553,024,616 | |
Conversion of Stock, Amount Issued | $ 10,000 | $ 350,000 | |
Series B Preferred Stock [Member] | |||
Preferred stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 | |
Preferred stock, shares authorized | 150,000 | 150,000 | |
Preferred stock, shares issued | 150,000 | 150,000 | |
Preferred stock, shares outstanding | 150,000 | 150,000 | |
Preferred stock, conversion ratio | The Series B Convertible Preferred Stock converts into common stock at a ratio of 1:1,000. However, the Series B Convertible Preferred Stock may not be converted for a period of 12 months from the date of issue | ||
Series C Preferred Stock [Member] | |||
Preferred stock, par value (in dollars per share) | $ 1 | $ 1 | |
Preferred stock, shares authorized | 250,000 | 250,000 | |
Preferred stock, shares issued | 250,000 | 250,000 | |
Preferred stock, shares outstanding | 250,000 | 250,000 | |
Preferred stock, conversion ratio | The Series C Convertible Preferred Stock can be converted to common stock, at a conversion rate of 66 common shares for each preferred stock | ||
Series E Preferred Stock [Member] | |||
Preferred stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 | |
Preferred stock, shares authorized | 15,000,000 | 15,000,000 | |
Preferred stock, shares issued | 14,989,500 | 14,989,500 | |
Preferred stock, shares outstanding | 14,989,500 | 14,989,500 | |
Preferred stock, conversion ratio | Series E Convertible Preferred Stock may at any time convert to shares of common stock, thereafter, the Company may elect to convert any outstanding stock at any time without notice to the shareholders | ||
Series A Preferred Stock [Member] | |||
Preferred stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 | |
Preferred stock, shares authorized | 2,000,000 | 2,000,000 | |
Preferred stock, shares issued | 1,940,153 | 1,940,153 | |
Preferred stock, shares outstanding | 1,940,153 | 1,940,153 | |
Preferred Stock voting rights | The Series A Preferred Stock initially had voting rights equal to 1,000 votes for each 1 share of common stock owned | ||
Series D Convertible Preferred Stock [Member] | |||
Preferred stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 | |
Preferred stock, shares authorized | 10,000,000 | 10,000,000 | |
Preferred stock, shares issued | 6,000,000 | 6,000,000 | |
Preferred stock, shares outstanding | 6,000,000 | 6,000,000 | |
Preferred stock, conversion ratio | The Series D Convertible Preferred Stock is convertible at a rate of 1 share of Series D Convertible Preferred Stock for 15 shares of common stock |
Commitments (Details Narrative)
Commitments (Details Narrative) - USD ($) | 6 Months Ended | ||||
Jul. 15, 2022 | Nov. 30, 2022 | Nov. 30, 2021 | Jul. 08, 2022 | May 31, 2022 | |
Royalty on net sales | 7.50% | ||||
Minimum royalty payable Per month | $ 5,000 | ||||
Recognized royalty payable | $ 17,500 | ||||
Common stock per share | $ 0.001 | $ 0.001 | |||
Common stock value | $ 593,024 | $ 553,024 | |||
Amortization of debt | 47,134 | $ 16,289 | |||
Kenny B, LLC [Member] | |||||
purchase shares of common stock | 27,000,000 | ||||
Common stock per share | $ 0.00025 | ||||
Common stock value | $ 37,800 | ||||
Amortization of debt | $ 553 |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) - shares | Nov. 30, 2022 | May 31, 2022 |
Common stock, shares issued | 593,024,616 | 553,024,616 |
On December 19, 2022 [Member] | ||
Common stock, shares issued | 10,000,000 | |
Series A Preferred Stock shares exchange | 25,000 |