Annual Report (10-k)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

(Mark One)

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended May 31, 2018

TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission file number 000-52831

NATE’S FOOD CO.

(Exact name of registrant as specified in its charter)

Colorado		46-3403755
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

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

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

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

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

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

Common Stock, $0.0001 par value per share

(Title of class)

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

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

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

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-K (§229.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes x No ¨

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ¨

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

Large accelerated filer	¨	Accelerated filer	¨
Non-accelerated filer	¨	Smaller reporting company	x
		Emerging Growth Company	¨

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

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

The aggregate market value of Common Stock held by non-affiliates of the Registrant on November 30, 2017, was $800,909 based on a $0.00165 average bid and asked price of such common equity, as of the last business day of the registrant's most recently completed second fiscal quarter.

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

537,774,616 common shares as of April 15, 2019.

DOCUMENTS INCORPORATED BY REFERENCE

None.

TABLE OF CONTENTS

Item 1.	Business	3

Item 1B.	Unresolved Staff Comments	7

Item 2.	Properties	7

Item 3.	Legal Proceedings	7

Item 4.	Mine Safety Disclosures	7

Item 5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	7

Item 6.	Selected Financial Data	8

Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	8

Item 7A.	Quantitative and Qualitative Disclosures About Market Risk	12

Item 8.	Financial Statements and Supplementary Data	13

Item 9.	Changes in and Disagreements With Accountants on Accounting and Financial Disclosure	14

Item 9A.	Controls and Procedures	14

Item 9B.	Other Information	16

Item 10.	Directors, Executive Officers and Corporate Governance	17

Item 11.	Executive Compensation	21

Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	22

Item 13.	Certain Relationships and Related Transactions, and Director Independence	24

Item 14.	Principal Accounting Fees and Services	25

Item 15.	Exhibits, Financial Statement Schedules	26

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PART I

Item 1. Business

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

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

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

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

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

General Overview

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

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

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

Our Current Business

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

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

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License Agreement

Term

The license agreement is for a term of twenty (20) years. Our company has the right to renew the license agreement for successive ten (10) year period by paying $1,000,000 for each new term.

Payments/Royalty

Our company shall pay a royalty equal to Three Percent (3%) of the Gross Revenue from the licensed products. Gross revenue is defined as total revenue minus discounts and allowances. The license requires that we pay a minimum monthly fee of $7,500 beginning twelve (12) months from the execution of the license agreement (June 1, 2015) which is against the 3% royalty. The fee began accruing on June 1, 2015. As at May 31, 2018 and May 31, 2017, accrued fees are $0 and $103,500 respectively, and is included in accounts payable and accrued liabilities in the accompanying financial statements.

Since the company temporarily halted all production in January 2018, halted sales on our on-line store shortly thereafter, the company has had no revenues since March 31, 2019. The holders of the license have agreed to accept a buy-out of $0.00, and halt the accrual of any additional minimum fees in the future. The company will, from April 1, 2019, be the sole owners of the intellectual property associated with the license agreement.

Product Ordering

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

Buy-Out

Our company also has the option, at our election, to purchase the intellectual property associated to the license agreement. Since the buy-out option is calculated to be an amount equal to the revenue for the 12 months immediately prior to the buy-out, the Company has elected to buy-out the license, effective March 1, 2019

Our Product

Through Nate’s Homemade we sell a ready-to-use, pre-mixed pancake and waffle batter delivered in a pressurized can. Our current product is an original flavor of pancake and waffle batter. We are currently in the process of developing additional flavors and products with the goal to have 10 products in development in 2019. Currently, we have developed three flavors for our pancake and waffle mix and have begun development on a brownie batter. We plan to continue to expand into other baked goods and other non-breakfast areas.

Our Customers

We sell our products across the United States to a variety of customers through our online store at www.nateshomemade.com.

We have delivered samples and will continue to deliver samples of our products to retail chains such as Wal-Mart, Target, Sam’s Club, Costco, Kroger, BJ’s and Albertson’s and in retail stores and evaluate their interest of our product.

Sales and Marketing

To date, our sales have primarily been through our online store at www.nateshomemade.com. We continue presenting the product and providing samples to distributors and retailers. We have prepared several advertisements for placement in various grocery industry related journals and magazines, but we have not begun placement yet.

Manufacturing and Distribution

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

We currently utilize one production facility in the United States which manufactures and distributes our products.

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Seasonality

Sales of our products are generally evenly distributed throughout the year.

Competition

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

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

Compliance with Government Regulation

Food-Related Regulations

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

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

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

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

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

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

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

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

Labeling Regulations

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

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

Intellectual Property

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

Employees

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

WHERE YOU CAN FIND MORE INFORMATION

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

Item 1A. Risk Factors

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

The above statement notwithstanding, shareholders and prospective investors should be aware that certain risks exist with respect to our company and our business, including those risk factors contained in our most recent Registration Statements on Form 10, as amended. These risks include, among others: limited assets, lack of significant revenues and only losses since inception, industry risks, dependence on third party manufacturers/suppliers and the need for additional capital. Our company’s management is aware of these risks and has established the minimum controls and procedures to insure adequate risk assessment and execution to reduce loss exposure.

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Item 1B. Unresolved Staff Comments

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

Item 2. Properties

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

Item 3. Legal Proceedings

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

Item 4. Mine Safety Disclosures

Not applicable.

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

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

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

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

OTC Markets
Quarter Ended	High		Low
May 31, 2018		0.004		0.0012
February 28, 2018		0.0028		0.0006
November 30, 2017		0.0038		0.0006
August 31, 2017		0.0015		0.0005
May 31, 2017		0.0027		0.0012
February 28, 2017		0.0041		0.0012
November 30, 2016		0.0101		0.0013
August 31, 2016		0.0175		0.0048
May 31, 2016	$	0.014	$	0.0012

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

On November 15, 2018, the shareholders’ list showed 21 registered shareholders with 537,774,616 common shares outstanding.

Dividend Policy

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

Equity Compensation Plan Information

We do not have any equity compensation plans.

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

We did not sell any equity securities which were not registered under the Securities Act during the year ended May 31, 2018 that were not otherwise disclosed on our quarterly reports on Form 10-Q or our current reports on Form 8-K filed during the year ended May 31, 2018.

Purchase of Equity Securities by the Issuer and Affiliated Purchasers

We did not purchase any of our shares of common stock or other securities during our fourth quarter of our fiscal year ended May 31, 2018.

Item 6. Selected Financial Data

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

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

The following discussion should be read in conjunction with our audited financial statements and the related notes that appear elsewhere in this annual report. The following discussion contains forward-looking statements that reflect our plans, estimates and beliefs. Our actual results could differ materially from those discussed in the forward looking statements. Factors that could cause or contribute to such differences include, but are not limited to those discussed below and elsewhere in this annual report, particularly in the section entitled “Risk Factors” beginning on page 8 of this annual report.

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

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

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

Results of Operations - Years Ended May 31, 2018 and 2017

The following summary of our results of operations should be read in conjunction with our financial statements for the years ended May 31, 2018 and 2017, which are included herein.

Our operating results for the years ended May 31, 2018 and 2017 and the changes between those periods for the respective items are summarized as follows:

	Year Ended
	May 31,
	2018			2017			Change			%

Sales	$	3,255		$	4,486		$	(1,231	)	(27%)
Cost of Goods Sold		272			-			272			-
Gross profit		2,983			4,486			(1,503	)	(34%)

Selling, general and administrative		170,731			405,185			(234,454	)	(58%)
Depreciation		-			39,520			(39,520	)	(100%)
Food development/research		-			1,532			(1,532	)	(100%)
Impairment loss on equipment		-			355,675			(355,675	)	(100%)
Total operating expenses		170,731			801,912			(631,181	)	(79%)

Other income		-			(1,290	)		1,290		(100%)
Gain (loss) on derivative		391,371			(1,586,848	)		1,978,219		(125%)
Interest Expenses		31,823			272,105			(240,282	)	(88%)
Net Income (Loss)	$	(590,942	)	$	518,607		$	(1,109,549	)	(214%)

Revenue

Our company generated $3,255 in revenue with a gross profit of $2,983 or 92%, for the year ended May 31, 2018 as compared to $4,486 in revenue with a gross profit of $4,486, or 100%, for the year ended May 31, 2017.

Operating expenses

Our operating expenses for the year ended May 31, 2018 were $170,731 compared to $801,912 for the year ended May 31, 2017. The decrease in operating expenses was primarily as a result of a decrease in selling, general and administrative, from a decrease in stock-based compensation and depreciation and impairment loss on equipment during the 2018 fiscal year.

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Our financial statements report a net loss of $590,942 for the year ended May 31, 2018 compared to a net income of $518,607 for the year ended May 31, 2017. Our losses have increased by $1,109,549 primarily as a result of a change in fair value of derivative.

Liquidity and Financial Condition

Working Capital

	May 31,			May 31,
	2018			2017			Change			%

Current Assets	$	7,020		$	727		$	6,293			866	%
Current Liabilities	$	824,888		$	525,698		$	299,190			57	%
Working Capital Deficiency	$	(817,868	)	$	(524,971	)	$	(292,897	)		56	%

Cash Flows

	Year Ended
	May 31,
	2018			2017			Change

Cash Flows Used in Operating Activities	$	(13,707	)	$	(217,923	)		$	204,216
Cash Flows Used in Investing Activities		-			-			$	-
Cash Flows Provided by Financing Activities		20,000			218,125			$	(198,125	)
Net change in Cash During Period	$	6,293		$	202			$	6,091

Our total current liabilities as of May 31, 2018 were $824,888 as compared to total current liabilities of $525,698 as of May 31, 2017. The increase was primarily due to an increase in change in value of derivative liabilities of $221,766.

Operating Activities

Net cash used in operating activities was $13,707 for the year ended May 31, 2018 compared with net cash used in operating activities of $217,923 in the same period in 2017, primarily due to a decrease in operating expenses.

Investing Activities

During the year ended May 31, 2018 and 2017, our company did not have any investing activities.

Financing Activities

Net cash from financing activities was $20,000 for the year ended May 31, 2018 compared to $218,125 provided from financing activities in the same period in 2017, primarily due to a decrease in proceeds from notes payable – related parties and no proceeds from issuance of preferred stock and convertible notes offset by payment of convertible notes in 2018 fiscal year.

Contractual Obligations

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

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Going Concern

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

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

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

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

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

Off-Balance Sheet Arrangements

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

Critical Accounting Policies

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

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Use of Estimates

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

Recent Accounting Pronouncements

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

Item 7A. Quantitative and Qualitative Disclosures About Market Risk

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

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Item 8. Financial Statements and Supplementary Data

NATE’S FOOD CO.

FORM 10-K

May 31, 2018 and 2017

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

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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Stockholders

Nate’s Food Co.

Huntington Beach, California

Opinion on the Financial Statements

We have audited the accompanying balance sheets of Nate’s Food Co. (the Company) as of May 31, 2018 and 2017, and the related statements of operations, stockholders’ equity (deficit), and cash flows for the years then ended, and the related notes (collectively referred to as the financial statements). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of May 31, 2018 and 2017, and the results of its operations and its cash flows for the years then ended, in conformity with accounting principles generally accepted in the United States of America.

Explanatory Paragraph Regarding Going Concern

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. The Company has suffered recurring losses and has no operations which raise substantial doubt about its ability to continue as a going concern. Management’s plans in regard to these matters are described in Note 2. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Basis for Opinion

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

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

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

/s/ Pinnacle Accountancy Group of Utah

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

Pinnacle Accountancy Group of Utah

Farmington, Utah

April 19, 2019

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Table of Contents

Nate’s Food Co.

Balance Sheets

	May 31,			May 31,
	2018			2017
ASSETS
Current assets:
Cash	$	7,020		$	727
Total current assets		7,020			727

TOTAL ASSETS	$	7,020		$	727

LIABILITIES AND STOCKHOLDERS’ DEFICIT
Liabilities:
Current liabilities:
Accounts payable and accrued liabilities	$	197,828		$	143,498
Accrued interest		12,748			5,355
Accrued interest - related party		37,603			24,712
Notes payable - related parties		227,139			199,428
Convertible notes, net of $0 and $11,539 debt discount as of May 31, 2018 and 2017, respectively		36,818			61,719
Derivative liability		312,752			90,986
Total current liabilities		824,888			525,698

Total liabilities		824,888			525,698

Stockholders’ Deficit:
Series A Preferred Stock, Par Value $0.0001, 2,000,000 shares authorized, 1,940,153 issued and outstanding		194			194
Series B Preferred Stock, Par Value $0.0001, 150,000 shares authorized, 150,000 and 148,322 issued and outstanding, respectively		15			15
Series C Preferred Stock, Par Value $1.00, 250,000 shares authorized, 250,000 and 58,774 issued and outstanding, respectively		250,000			58,774
Series D Preferred Stock, Par Value $0.0001, 10,000,000 shares authorized, 6,350,000 issued and outstanding		635			635
Series E Preferred Stock, Par Value $0.0001, 15,000,000 shares authorized, 14,989,500 and 10,216,000 issued and outstanding, respectively		1,499			1,021
Common Stock, Par Value $0.001, 1,500,000,000 shares authorized, 537,774,616 and 381,206,448 issued and outstanding, respectively		537,774			381,206
Additional paid in capital		2,884,051			2,934,278
Accumulated deficit		(4,492,036	)		(3,901,904	)
Total stockholders’ deficit		(817,868	)		(524,971	)
TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT	$	7,020		$	727

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

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Nate’s Food Co.

Statements of Operations

	Year Ended
	May 31,
	2018			2017

Sales	$	3,255		$	4,486
Cost of Goods Sold		272			-
Gross Profit		2,983			4,486

Operating Expenses
Selling, general and administrative		170,731			405,185
Depreciation		-			39,520
Food development/research		-			1,532
Impairment loss on equipment		-			355,675
Total operating expenses		170,731			801,912

Operating Loss		(167,748	)		(797,426	)

Other (Income) Expense
Other income		-			(1,290	)
(Gain) loss on derivative		391,371			(1,586,848	)
Interest Expenses		31,823			272,105
Total other (income) expenses		423,194			(1,316,033	)

Net Income (Loss)	$	(590,942	)	$	518,607

Deemed dividend on Series D convertible preferred stock		-			(293,750	)
Net income (loss) attributable to common stockholders	$	(590,942	)	$	224,857

Net income (loss) per common share,
Basic	$	(0.00	)	$	0.00
Diluted	$	(0.00	)	$	(0.00	)

Weighted average number of common shares outstanding, basic and diluted
Basic		466,665,005			318,200,901
Diluted		466,665,005			450,794,901

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

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Nate’s Food Co.

Statements of Changes in Stockholders' (Deficit) Equity

	Preferred Stock																								Common				Additional						Total
	Series A				Series B						Series C				Series D				Series E						Stock				Paid-in			Accumulated			Stockholders'
	Shares		Amount		Shares			Amount			Shares		Amount		Shares		Amount		Shares			Amount			Shares		Amount		Capital			deficit			Deficit
Balances May 31, 2016		1,940,103	$	194		141,970		$	14			58,774	$	58,774		-	$	-		10,225,000		$	1,022			251,908,891	$	251,909	$	1,394,099		$	(4,125,951	)	$	(2,419,939	)
Stock based compensation		50		-		23,430			2			-		-		4,000,000		400		-			-			20,000,000		20,000		179,770			-			200,172
Issued Series D Preferred stock for cash		-		-		-			-			-		-		2,350,000		235		-			-			-		-		234,765			-			235,000
Cancelled Series E Preferred stock		-		-		-			-			-		-		-		-		(9,000	)		(1	)		-		-		1			-			-
Conversion of Series B Preferred Stock		-		-		(17,078	)		(1	)		-		-		-		-		-			-			17,078,000		17,078		(17,077	)		-			-
Beneficial conversion feature on Series D Preferred stock and related amortization		-		-		-			-			-		-		-		-		-			-			-		-		293,750			(293,750	)		-
Conversion of Convertible note		-		-		-			-			-		-		-		-		-			-			92,219,557		92,219		75,441			-			167,660
Debt forgiven		-		-		-			-			-		-		-		-		-			-			-		-		286,054			-			286,054
Reclassification of derivative liability to APIC		-		-		-			-			-		-		-		-		-			-			-		-		487,475			-			487,475
Net Income		-		-		-			-			-		-		-		-		-			-			-		-		-			518,607			518,607
Balances May 31, 2017		1,940,153	$	194		148,322		$	15			58,774	$	58,774		6,350,000	$	635		10,216,000		$	1,021			381,206,448	$	381,206	$	2,934,278		$	(3,901,094	)	$	(524,971	)
Stock based compensation		-		-		1,678			-			191,226		191,226		-		-		4,784,000			479			30,000,000		30,000		(131,705	)		-			90,000
Conversion of Series E Preferred Stock		-		-		-			-			-		-		-		-		(10,500	)		(1	)		105,000		105		(104	)		-			-
Conversion of Convertible note		-		-		-			-			-		-		-		-		-			-			126,463,168		126,463		(90,023	)		-			36,440
Contribution to capital		-		-		-			-			-		-		-		-		-			-			-		-		2,000			-			2,000
Reclassification of derivative liability to APIC		-		-		-			-			-		-		-		-		-			-			-		-		169,605			-			169,605
Net loss		-		-		-			-			-		-		-		-		-			-			-		-		-			(590,942	)		(590,942	)
Balances May 31, 2018		1,940,153	$	194		150,000		$	15			250,000	$	250,000		6,350,000	$	635		14,989,500		$	1,499			537,774,616	$	537,774	$	2,884,051		$	(4,492,036	)	$	(817,868	)

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

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Nate’s Food Co.

Statements of Cash Flow

	Year Ended
	May 31,
	2018			2017
CASH FLOWS FROM OPERATING ACTIVITIES
Net Income (Loss)	$	(590,942	)	$	518,607
Adjustments to reconcile net income (loss) to net cash used in operating activities:
Depreciation		-			39,520
Stock-based compensation		90,000			200,172
Impairment loss on equipment		-			355,675
Amortization of debt discount		11,539			165,346
(Gain) loss on derivative liability		391,371			(1,586,848	)
Changes in assets and liabilities:
Accounts payable and accrued liabilities		64,041			117,352
Accrued interest		7,393			(40,316	)
Accrued interest – related party		12,891			12,569
Net cash used in operating activities		(13,707	)		(217,923	)

CASH FLOWS FROM INVESTING ACTIVITIES
Net cash used in investing activities		-			-

CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from issuance of Series D Preferred stock		-			235,000
Proceeds from convertible notes		-			72,500
Payment of convertible notes		-			(146,875	)
Proceeds from notes payable - related party		18,000			57,500
Contribution to capital		2,000			-
Net cash provided by financing activities		20,000			218,125

Net cash increase (decrease) for the period		6,293			202
Cash at beginning of period		727			525
Cash at end of Period	$	7,020		$	727

SUPPLEMENTAL CASH FLOW INFORMATION:
Interest paid in cash	$	-		$	134,506
Taxes paid in cash	$	-		$	-

NON CASH INVESTING AND FINANCING ACTIVITIES
Debt discount from derivative liability	$	-		$	126,130
Beneficial conversion feature on Series B and Series D Preferred stock	$	-		$	295,273
Conversion of Series B Preferred stock into common stock	$	-		$	1,708
Conversion of Series E Preferred stock into common stock	$	105		$	-
Conversion of convertible notes and accrued interest into common stock	$	36,440		$	167,660
Settlement of derivative liability to additional paid in capital	$	169,605		$	487,475
Convertible note exchanged for note payable and accrued interest	$	-		$	53,630
Cancellation of Series E Preferred Stock	$	-		$	1
Reclassification of accounts payable to notes payable - related party	$	9,711		$	26,952
Cancellation of related party notes payable and accrued interest	$	-		$	286,054

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

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Table of Contents

NATE’S FOOD CO.

NOTES TO THE 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 plan to continue to expand into other baked goods and other non-breakfast areas.

Use of Estimates

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

Cash and Cash Equivalents

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

Share-Based Compensation

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

The Company accounts for equity-based transactions with non-employees under the provisions of ASC Topic No. 505-50, “Equity-Based Payments to Non-Employees” (“Topic No. 505-50”). Topic No. 505-50 establishes that equity-based payment transactions with non-employees shall be measured at the fair value of the consideration received or the fair value of the equity instruments issued, whichever is more reliably measurable. The measurement date for the fair value of the equity instruments issued to non-employees is determined at the earlier of (i) the date at which a commitment for performance to earn the equity instruments is reached (a “performance commitment” which would include a penalty considered to be of a magnitude that is a sufficiently large disincentive for nonperformance) or (ii) the date at which performance is complete.

Revenue Recognition

It is the Company’s policy that revenues and gains will be recognized in accordance with ASC Topic 605-10-25, “Revenue Recognition.” Under ASC Topic 605-10-25, revenue earning activities are recognized upon the sale and delivery of its products. For the years ended May 31, 2018 and 2017, the Company has generated $3,255 and $4,486 in revenue from third parties, respectively.

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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.

Research and Development

We employ processes at our principal manufacturing locations that emphasize applied research and technical services directed at product improvement and quality control. In addition, we conduct research activities related to the development of new products. Research and development expense was $0 and $1,532 in fiscal year 2018 and 2017, respectively.

Long-Lived Assets

Long-lived assets such as property and equipment are stated at their fair value acquisition cost and reviewed for impairment whenever facts and circumstances indicate that the carrying value may not be recoverable. Amortization of long-lived assets are calculated by the straight-line method over their estimated useful lives. When required impairment losses on assets to be held and used are recognized based on the fair value of the asset. The fair value is determined based on estimates of future cash flows, market value of similar assets, if available, or independent appraisals, if required. If the carrying amount of the long-lived asset is not recoverable from its undiscounted cash flows, an impairment loss is recognized for the difference between the carrying amount and fair value of the asset. When fair values are not available, the Company estimates fair value using the expected future cash flows discounted at a rate commensurate with the risk associated with the recovery of the assets.

Depreciation is computed for financial statement purposes on a straight-line basis over estimated useful lives of the related assets. The estimated useful lives of depreciable assets are:

		Estimated
		Useful Lives
Equipment		5-10 years

For federal income tax purposes, depreciation is computed under the modified accelerated cost recovery system. For financial statements purposes, depreciation is computed under the straight-line method.

We completed an impairment evaluation of equipment at May 31, 2017 and recognized an impairment loss of $0 and $355,675 during the years ended May 31, 2018 and 2017, respectively.

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Fair Value of Financial Instruments

The Company's financial instruments consist primarily of cash, accounts payable and accrued liabilities, accrued expenses, 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, 2018

Level 1

Level 2

Level 3

Total

Liabilities

Derivative liabilities

312,752

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

Basic Earnings (Loss) Per Share

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

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For the years ended May 31, 2018 and 2017, respectively, the following warrants, convertible notes and convertible preferred stock were potentially dilutive.

	Year ended
	May 31,
	2018		2017
	(Shares)		(Shares)
Warrants		36,933,026		13,483,132
Convertible notes payable		75,099,419		119,110,868
Series B convertible preferred stock		150,000,000		148,322,000
Series C convertible preferred stock		16,500,000		3,879,084
Series D convertible preferred stock		95,250,000		95,250,000
Series E convertible preferred stock		149,895,000		102,160,000
		523,677,445		482,205,084

For the year ended May 31, 2018, 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, 2017:

	Net Income (Loss)			Shares		Per Share
	(Numerator)			(Denominator)		Amount
Basic EPS	$	223,334			318,200,901	$	0.00
Effect of dilutive securities:
Warrants		(33,593	)		13,483,132		-
Convertible notes payable		(1,281,150	)		119,110,868		-
Preferred stock		-			-		-
Diluted EPS	$	(1,091,409	)		450,794,901	$	(0.00	)

Recently Issued Accounting Pronouncements

In June 2018, the FASB issued ASU No. 2018-07, 'Compensation-Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting.” These amendments expand the scope of Topic 718, Compensation—Stock Compensation (which currently only includes share-based payments to employees) to include share-based payments issued to nonemployees for goods or services. Consequently, the accounting for share-based payments to nonemployees and employees will be substantially aligned. The ASU supersedes Subtopic 505-50, Equity—Equity-Based Payments to Non-Employees. The guidance will be effective for the Company for its fiscal year 2019, with early adoption permitted, but no earlier than a company’s adoption date of Topic 606, Revenue from Contracts with Customers.

In May 2017, the FASB issued ASU No. 2017-09, “Compensation – Stock Compensation (Topic 718): Scope of Modification Accounting.” The amendments in this update provide guidance about which changes to the terms or conditions of a share-based award require an entity to apply modification accounting in Topic 718. The guidance will be effective for the Company for its fiscal year 2018, with early adoption permitted. The Company does not expect this ASU to materially impact the Company’s financial statements

In September 2017, the FASB has issued Accounting Standards Update (ASU) No. 2017-13, “Revenue Recognition (Topic 605), Revenue from Contracts with Customers (Topic 606), Leases (Topic 840), and Leases (Topic 842): Amendments to SEC Paragraphs Pursuant to the Staff Announcement at the July 20, 2017 EITF Meeting and Rescission of Prior SEC Staff Announcements and Observer Comments.” The amendments in ASU No. 2017-13 amends the early adoption date option for certain companies related to the adoption of ASU No. 2014-09 and ASU No. 2016-02. Both of the below entities may still adopt using the public company adoption guidance in the related ASUs, as amended. The effective date is the same as the effective date and transition requirements for the amendments for ASU 2014-09 and ASU 2016-02.

In May 2014, the FASB issued some accounting standards update which modifies the requirements for identifying, allocating, and recognizing revenue related to the achievement of performance conditions under contracts with customers. This update also requires additional disclosure related to the nature, amount, timing, and uncertainty of revenue that is recognized under contracts with customers. This guidance is effective for fiscal and interim periods beginning after December 15, 2017 and is required to be applied retrospectively to all revenue arrangements. The adoption of this guidance is not expected to have a significant impact on the Company’s consolidated financial statements.

Note 2 – Going Concern

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

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

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

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

Note 3 – Related Party Transactions

Notes Payable – Related Parties

During the year ended May 31, 2018 and 2017, the Company borrowed $18,000 and $57,500 from our officer for working capital and converted an existing accounts payable to him of $9,711 and $26,952 to a note payable, respectively. As at May 31, 2018, the total amount owed to this officer was $227,139. Of this amount, $57,500 of the loan is at 10% interest and was to be repaid by June 28, 2017 and currently is in default. $71,902 of the loan is at 10% interest and due on December 31, 2016 and currently in default, and $97,737 of the loan is at 0% interest and due on demand. As at May 31, 2017, the total amount owed to this officer was $199,428. Of this amount, $57,500 of the loan is at 10% interest and to be repaid by June 28, 2017 and currently is in default. $71,902 of the loan is at 10% interest and due on December 31, 2016 and currently in default, and $70,026 of the loan is at 0% interest and due on demand.

On May 9, 2018, as agreed by and between the Company and WB Partners, the note payable to WB Partners was cancelled and the Company recorded $60,532 as additional paid in capital.

On October 20, 2015, the Company issued a Promissory Note (the “Note”) to SouthCorp Capital, for $200,000, due October 20, 2017 for a payment for purchase of equipment of $177,712 and financing cost of $22,288 related to the purchase of the equipment. The Note carries an annual interest rate of 8%. The Company recognized interest expense of $15,036 and amortization expense related to the deferred financing cost of $15,459 for the year ended May 31, 2017. As agreed by and between the Company and Southcorp Capital on May 9, 2017, the note payable to SouthCorp Capital of $200,000 and accrued interest of $25,522 was cancelled and the Company recorded $225,522 as additional paid in capital.

Note 4 – Convertible Notes

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

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

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Typenex Co

On July 24, 2015, the Company received financing in the amount of $93,000 from Typenex Co-Investment, LLC with $13,000 cash discount to the lender and incurred $8,000 in financing costs to third parties. The deferred financing costs were amortized over the life of the note using the effective interest method. The $93,000 bears an 8% interest rate and matured in nine months. The holder shall be entitled to convert any portion of the outstanding and unpaid conversion amount in to fully paid and non-assessable shares of common stock. Conversion price is 50% of the average of the three lowest closing bid prices for the 15 previous consecutive trading days prior to the payment date. The Company may prepay the note at any time at an amount equal to 120% of the outstanding principal and the accrued and unpaid interest. The note was discounted for a derivative (see note 5 for details) and the discount is being amortized over the life of the note using the effective interest method. On July 8, 2016, the Company made a payment of 50% of the balance then due in the amount of $57,000. The payment of $57,000 was applied to an interest penalty and accrued interest. The Company entered into a Forbearance Agreement with Typenex regarding conversion of the balance of $57,000 debt into shares of common stock at an agreed upon discount and frequency of conversions. During the year ended May 31, 2018, 27,575,932 shares of common stock were issued based on the True-Up conversion. We accounted for the true-up provision as a derivative. As of May 31, 2018 and 2017, the Company had Convertible notes of $0 and accrued interest of $0. During the year ended May 31, 2018 and 2017, the Company recognized interest expense of $0 and $55,796, respectively.

JSJ Investments

On October 13, 2016, the Company received financing in the amount of $85,500 from JSJ Investments with $5,000 original issue discount and incurred $8,000 in financing costs. The original issue discount and financing costs are being amortized over the life of the note using the effective interest method. The $85,500 bears 10% interest and matured on July 13, 2017. The note is currently in default. The holder shall be entitled to convert any portion of the outstanding and unpaid conversion amount into fully paid and non-assessable shares of common Stock. The conversion price is the 45% discount to the lowest traded price during the previous 20 trading days to the date of a conversion notice. The Company may redeem the note at rates ranging from 125% to 150% depending on the redemption date. The note was discounted for a derivative (see note 5 for details) and the discount is being amortized over the life of the note using the effective interest method. The Company amortized discount and financing costs of $11,539 for the year ended May 31, 2018. During the year ended May 31, 2018, the note of $36,440 was converted into 98,887,236 shares of common stock. During the year ended May 31, 2018 and 2017, the Company recognized interest expense of $7,393 and $5,355. As of May 31, 2018 and 2017, the Company had accrued interest of $12,748 and $5,355, respectively.

Note 5 – Derivative Liability

The Company analyzed the conversion options on the convertible notes and warrants for derivative accounting consideration under ASC 815, Derivatives and Hedging, 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 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, 2018 and 2017:

Balance - May 31, 2016	$	2,039,179

Addition of new derivative as debt discount		126,130
Day one loss due to derivative		87,124
(Gain) on change in fair value of the derivative		(274,229	)
(Gain) on change in fair value of the derivative due to cash payoff		(1,399,743	)
Settled upon conversion of debt		(487,475	)
Balance - May 31, 2017	$	90,986

Loss on change in fair value of the derivative		391,371
Settled upon conversion of debt		(169,605	)
Balance - May 31, 2018	$	312,752

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The following table summarizes the gain (loss) on derivative liability included in the statements of operations for the years ended May 31, 2018 and 2017, respectively.

	Year Ended
	May 31,
	2018		2017
Day one loss due to derivatives on convertible debt	$	-	$	87,124
(Gain) loss on change in fair value of the derivative		391,371		(1,673,972	)
	$	391,371	$	(1,586,848	)

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,
	2018		2017
Expected term	0.02 - 3.08 years		0.12 - 4.08 years
Expected average volatility	239% - 362%		108% - 315%
Expected dividend yield		-		-
Risk-free interest rate	0.83% - 2.54%		0.34% - 1.62%

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 year ended May 31, 2018.

On March 10, 2017, the Company issued 50 shares of Series A Preferred Stock to our officers as compensation for a value of $0.

As of May 31, 2018 and 2017, 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. 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.

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On December 22, 2017, the board of directors approved the issuance of 1,678 shares of Series B Convertible Preferred Stock to four officers as part of compensation of $15,000 per officer.

On March 10, 2017, the Company issued 23,430 shares of Series B Preferred Stock to our officers as compensation for a value of $42,172.

During the year ended May 31, 2017, 17,078 shares of Series B Preferred Stock were converted at rate of 1 preferred share to 1,000 common shares, resulting in the issuance of 17,078,000 shares of common stock.

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

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

On December 22, 2017, the board of directors approved the issuance of 191,226 shares of Series C Convertible Preferred Stock to four officers as part of compensation of $15,000 per officer.

There were no issuances of the Series C Preferred Stock during the year ended May 31, 2017.

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

Series D Convertible Preferred Stock

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

The Company is authorized to issue 10,000,000 shares of Series D Preferred Stock at a par value of $0.0001. The Series D Preferred Stock shall have no liquidation preference over any other class of stock and there will be no dividends due or payable on the Series D Preferred Stock. Beginning January 1, 2017, each holder of shares of Series D Preferred Stock may, at any time and from time to time, convert each of its shares of Series D Preferred Stock into a 15 of fully paid and nonassessable shares of common stock. 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 contained a beneficial conversion feature of $293,750.

There were no issuances of the Series D Preferred Stock during the year ended May 31, 2018.

During the year ended May 31, 2017, the Company issued 2,350,000 shares of Series D Preferred Stock for cash of $235,000.

On March 10, 2017, the Company issued 4,000,000 shares of Series D Preferred Stock to our officers as compensation for a value of $108,000.

As of May 31, 2018 and 2017, 6,350,000 shares of Series D Preferred Stock were issued and outstanding, respectively.

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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.

On December 22, 2017, the board of directors approved the issuance of 4,784,000 shares of Series E Convertible Preferred Stock to four officers as part of compensation of $15,000 per officer.

During the year ended May 31, 2017, 9,000 shares of Series E Preferred Stock were cancelled by a holder and the Company credited additional paid in capital and reversed Series E Preferred Stock at par value.

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

Common stock

On July 26, 2017, the Company filed amended Articles of Incorporation to increase the authorized capital from 500,000,000 shares of common stock to 1,500,000,000 shares of Common Stock and to change the par value to $0.001 per share. The Company is authorized to issue 1,500,000,000 shares of common stock at a par value of $0.001.

During the year ended May 31, 2018, the Company issued common stock as follows,

	·	98,887,236 common shares for the conversion of debt and accrued interest of $36,440.
	·	27,575,932 common shares for the True-Up conversion.
	·	10,500 shares of Series E Convertible Preferred Stock were converted at rate of 1 preferred share to 10 common shares, resulting in the issuance of 105,000 shares of common stock.
	·	30,000,000 common shares for consulting services valued at $30,000.

During the year ended May 31, 2017, the Company issued common shares, as follows:

	·	17,078 shares of Series B Preferred Stock were converted at rate of 1 preferred share to 1,000 common shares, resulting in the issuance of 17,078,000 shares of common stock.
	·	92,219,557 common shares were issued for the conversion of debt and accrued interest of $167,660
	·	20,000,000 common shares were issued to our officers as compensation for a value of $50,000

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

Warrant

On September 29, 2015, the Company granted 1,000,000 warrants to Vista Capital Investments, LLC, in exchange for interest owed of $12,222, and recognized a loss on debt settlement of $16,778. Warrants are originally exercisable into 1,000,000 shares of common stock, for a period of five years from issuance, at a price of $0.05 per share, with multiple reset provisions when the share price is below $0.05. As a result of these reset features, additional warrants were issued and became exercisable into 36,933,026 shares of common stock at $0.00028 per share. Each warrant is exercisable into one share of common stock.

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The following table summarizes information relating to outstanding and exercisable warrants as of May 31, 2018:

Warrants Outstanding					Warrants Exercisable
Number of Shares		Weighted Average Remaining Contractual life	Weighted Average Exercise Price		Number of Shares		Weighted Average Exercise Price
		(in years)
	36,933,026	2.33 years	$	0.00028		36,933,026	$	0.00028

The following table summarizes warrant activity for the years ended May 31, 2018 and 2017:

	Number of shares		Weighted Average Exercise Price		Weighted Average Life (years)
Outstanding, May 31, 2016		4,062,633	$	0.0025	4.33 years

Reset features		11,326,128		0.0007	3.33 years
Forfeited		-		-		-
Exercised		-		-		-
Outstanding, May 31, 2017		15,388,761	$	0.0007	3.33 years

Reset features		21,544,265		0.00028	3.08 years
Forfeited		-		-		-
Exercised		-		-		-
Outstanding, May 31, 2018		36,933,026	$	0.00028	2.33 years

Aggregate intrinsic value is the sum of the amounts by which the quoted market price of the Company's stock exceeded the exercise price of the 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). As of May 31, 2017, the aggregate intrinsic value of warrants outstanding was approximately $93,256 based on the closing market price of $0.0028 on May 31, 2018.

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

Note 7 – Taxes

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

The Company has not taken a tax position that, if challenged, would have a material effect on the financial statements for the years ended May 31, 2018 and 2017 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.

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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, 2018. 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:

	May 31,			May 31,
	2018			2017
Income tax provision at the federal statutory rate		26.8	%		35	%
Effect on operating losses	(26.8		%)	(35		%)
		-			-

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

Income tax	May 31,		May 31,
	2018		2017
Net operating loss carry forward	$	860,739	$	762,707

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

	May 31,			May 31,
	2018			2017
Total deferred tax assets at statutory tax rate	$	180,755		$	266,948
Increase in valuation allowance		(180,755	)		(266,948	)
Net deferred tax asset	$	-		$	-

Note 9 – Subsequent Events

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

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

On January 8, 2018, we dismissed our independent public accounting firm, MaloneBailey, LLP (“MaloneBailey”) effective that date.

The reports of MaloneBailey on the financial statements of our as of and for the fiscal year ended May 31, 2016 did not contain an adverse opinion or disclaimer of opinion, nor were they qualified or modified as to uncertainty, audit scope or accounting principles, with the exception of providing a qualification as to the Company’s ability to continue as a going concern. During the fiscal years ended May 31, 2017 and 2016, and the subsequent interim periods thereto, and through January 8, 2018, there were no (a) disagreements as described in Item 304(a)(1)(iv) of Regulation S-K between our company and MaloneBailey on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which, if not resolved to MaloneBailey’s satisfaction, would have caused MaloneBailey to make reference thereto in their reports on the financial statements for such years, and (b) there were no other “reportable events” as described in Item 304(a)(1)(v) of Regulation S-K, except for material weaknesses described in Item 9A of our Annual Report on Form 10-K for the year ended May 31, 2017.

On January 8, 2018, our board of directors approved the engagement of Heaton and Company, PLLC dba, Pinnacle Accountancy Group (“Pinnacle”) as our new independent registered public accounting firm to audit and review our company’s financial statements.

Item 9A. Controls and Procedures

Management’s Report on Disclosure Controls and Procedures

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

As of May 31, 2018, the end of our fiscal year covered by this report, we carried out an evaluation, under the supervision and with the participation of our chief executive officer (our principal executive officer) and our chief financial officer (our principal financial officer and principle accounting officer), of the effectiveness of the design and operation of our disclosure controls and procedures. Based on the foregoing, our chief executive officer (our principal executive officer) and our chief financial officer (our principal financial officer and principle accounting officer) concluded that our disclosure controls and procedures were not effective as of the end of the period covered by this annual report.

Management’s Report on Internal Control Over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting responsibility, estimates and judgments by management are required to assess the expected benefits and related costs of control procedures. The objectives of internal control include providing management with reasonable, but not absolute, assurance that assets are safeguarded against loss from unauthorized use or disposition, and that transactions are executed in accordance with management’s authorization and recorded properly to permit the preparation of financial statements in conformity with accounting principles generally accepted in the United States. Our management assessed the effectiveness of our internal control over financial reporting as of May 31, 2018. In making this assessment, our management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) in Internal Control-Integrated Framework . Our management has concluded that, as of May 31, 2018, our internal control over financial reporting are not effective. Our management reviewed the results of their assessment with our board of directors.

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

Identified Material Weakness

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

Management identified the following material weakness during its assessment of internal controls over financial reporting as of May 31, 2018:

Independent Directors : Our company does not have any independent directors. We intend to obtain at least two independent directors during the year ended May 31, 2020. The cost associated to the addition in minimal and not deemed material.

No Segregation of Duties : Ineffective controls over financial reporting: Our company intends to hire additional staff members, either as employees or consultants, prior to May 31, 2018. These additional staff members will be responsible for making sure that information required to be disclosed in our reports filed and submitted under the Exchange Act is recorded, processed, summarized and reported as and when required and will the staff members will have segregated responsibilities with regard to these responsibilities. The costs associated with the hiring the additional staff members will increase our company’s Sales, General and Administration (SG&A) Expense. It is anticipated the cost of the new staff members will be approximately $60,000 per year. As of May 31, 2018, we have no full-time employees with the requisite expertise in the key functional areas of finance and accounting. As a result, there is a lack of proper segregation of duties necessary to insure that all transactions are accounted for accurately and in a timely manner.

No audit committee : Should at least two independent directors be appointed, our company expects that an Audit Committee will be established. The cost associated to the addition an audit committee are minimal and not deemed material.

Written Policies & Procedures : We need to prepare written policies and procedures for accounting and financial reporting to establish a formal process to close our books monthly on an accrual basis and account for all transactions, including equity transactions, and prepare, review and submit SEC filings in a timely manner.

Management’s Remediation Initiatives

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

As of May 31, 2018, our company has not taken any remediation actions to address these weaknesses in our controls even though they were identified during the year. Our company’s management expects, once it is in the financial position to do so, to hire additional staff in our accounting department to be able to segregate the duties. Our company expects that the expense will be approximately $60,000 per year which would allow our company to hire two new staff members.

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Inherent Limitations on Effectiveness of Controls

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

Changes in Internal Control Over Financial Reporting

There have been no changes in our internal controls over financial reporting that occurred during the year ended May 31, 2018 that have materially or are reasonably likely to materially affect, our internal controls over financial reporting.

Item 9B. Other Information

None.

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PART III

Item 10. Directors, Executive Officers and Corporate Governance

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

Name	Position Held with the Company	Age	Date First Elected or Appointed
Nate Steck	President, Chief Executive Officer and Director	47	May 12, 2014
Marc Kassoff	Vice-President, Chief Financial Officer and Director	70	May 12, 2014
Timothy Denton	Secretary and Director	67	May 12, 2014
Jeremy Kaplan	Vice-President of Marketing/Branding	47	May 12, 2014

Business Experience

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

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Nate Steck – President, Chief Executive Officer and Director

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

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

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

Mr. Kassoff currently the President and CEO of Meyer, Christian and Associates, Inc. a healthcare subrogation firm. This has been his position for the last 18 years. Mr. Kassoff is also on the Board of the Effect and Encompass which serves the South Orange County community as a Drug and Alcohol Recovery Program.

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

Timothy Denton – Secretary and Director

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

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

Jeremy Kaplan – Vice-President, Marketing/Branding

Mr. Kaplan is a marketing executive and designer with over 18 years’ experience in retail marketing, branding and design. He has overseen marketing and creative projects that led to the rollout of new product and services for Bloomingdale’s, Ralph Lauren, Donna Karen, Acura, Samsung, Sun Microsystems and NapaStyle. Jeremy has managed marketing campaigns in support of store openings for Bloomingdale’s, and has held roles designing fixtures and furniture for Lexus, Philz Coffee, and Sessions snowboarding and outerwear.

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

Employment Agreements

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

Family Relationships

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

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Involvement in Certain Legal Proceedings

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

	1.	been convicted in a criminal proceeding or been subject to a pending criminal proceeding (excluding traffic violations and other minor offences);

	2.	had any bankruptcy petition filed by or against the business or property of the person, or of any partnership, corporation or business association of which he was a general partner or executive officer, either at the time of the bankruptcy filing or within two years prior to that time;

	3.	been subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction or federal or state authority, permanently or temporarily enjoining, barring, suspending or otherwise limiting, his involvement in any type of business, securities, futures, commodities, investment, banking, savings and loan, or insurance activities, or to be associated with persons engaged in any such activity;

	4.	been found by a court of competent jurisdiction in a civil action or by the SEC or the Commodity Futures Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended, or vacated;

	5.	been the subject of, or a party to, any federal or state judicial or administrative order, judgment, decree, or finding, not subsequently reversed, suspended or vacated (not including any settlement of a civil proceeding among private litigants), relating to an alleged violation of any federal or state securities or commodities law or regulation, any law or regulation respecting financial institutions or insurance companies including, but not limited to, a temporary or permanent injunction, order of disgorgement or restitution, civil money penalty or temporary or permanent cease-and-desist order, or removal or prohibition order, or any law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity; or

	6.	been the subject of, or a party to, any sanction or order, not subsequently reversed, suspended or vacated, of any self-regulatory organization (as defined in Section 3(a)(26) of the Exchange Act (15 U.S.C. 78c(a)(26)), any registered entity (as defined in Section 1(a)(29) of the Commodity Exchange Act (7 U.S.C. 1(a)(29)), or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated with a member.

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

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

Based solely on our review of the copies of such forms received by our company, or written representations from certain reporting persons that no Form 5s were required for those persons, we believe that, during the fiscal year ended May 31, 2018, all filing requirements applicable to our officers, directors and greater than 10% beneficial owners as well as our officers, directors and greater than 10% beneficial owners of our subsidiaries were complied with, with the exception of the following:

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

____________

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

Code of Ethics

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

Our Code of Business Conduct and Ethics is attached as an exhibit to this Annual Report on Form 10-K;. We will provide a copy of the Code of Business Conduct and Ethics to any person without charge, upon request. Requests can be sent to: Nate’s Food Co., 15151 Springdale Street Huntington Beach, California 92649.

Board and Committee Meetings

Our board of directors held no formal meetings during the year ended May 31, 2018. All proceedings of the board of directors were conducted by resolutions consented to in writing by all the directors and filed with the minutes of the proceedings of the directors. Such resolutions consented to in writing by the directors entitled to vote on that resolution at a meeting of the directors are, according to the Colorado Revised Statutes and our Bylaws, as valid and effective as if they had been passed at a meeting of the directors duly called and held.

Nomination Process

As of May 31, 2018, we did not effect any material changes to the procedures by which our shareholders may recommend nominees to our board of directors. Our board of directors does not have a policy with regards to the consideration of any director candidates recommended by our shareholders. Our board of directors has determined that it is in the best position to evaluate our company’s requirements as well as the qualifications of each candidate when the board considers a nominee for a position on our board of directors. If shareholders wish to recommend candidates directly to our board, they may do so by sending communications to the president of our company at the address on the cover of this annual report.

Audit Committee

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

Audit Committee Financial Expert

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

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Item 11. Executive Compensation

The particulars of the compensation paid to the following persons:

	(a)	our principal executive officer;

	(b)	each of our two most highly compensated executive officers who were serving as executive officers at the end of the years ended May 31, 2018 and 2017; and

	(c)	up to two additional individuals for whom disclosure would have been provided under (b) but for the fact that the individual was not serving as our executive officer at the end of the years ended May 31, 2017 and 2016, who we will collectively refer to as the named executive officers of our company, are set out in the following summary compensation table, except that no disclosure is provided for any named executive officer, other than our principal executive officers, whose total compensation did not exceed $100,000 for the respective fiscal year:

SUMMARY COMPENSATION TABLE

Name and Principal Position

Year

Salary

($)

Bonus

($)

Stock Awards

($)

Option Awards

($)

Non-Equity Incentive Plan Compensa-tion

($)

Change in Pension Value and Nonqualified Deferred Compensa-tion Earnings

($)

All Other
Compensa-tion
($)

Total

($)

Nate Steck President, CEO

2018

Nil

and Director

2017

Nil

Marc Kassoff Vice-President,

2018

Nil

CFO and Director

2017

Nil

Timothy Denton

2018

Nil

Secretary and Director

2017

Nil

Jeremy Kaplan Vice-

2018

Nil

President Marketing/ Branding

2017

Nil

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

Grants of Plan-Based Awards

During the fiscal year ended May 31, 2018 we did not grant any stock options.

Option Exercises and Stock Vested

During our fiscal year ended May 31, 2018 there were no options exercised by our named officers.

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Compensation of Directors

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

Pension, Retirement or Similar Benefit Plans

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

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

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

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

The following table sets forth, as of November 15 , 2018, certain information with respect to the beneficial ownership of our common and preferred shares by each shareholder known by us to be the beneficial owner of more than 5% of our common and preferred shares, as well as by each of our current directors and executive officers as a group. Each person has sole voting and investment power with respect to the shares of common and preferred stock, except as otherwise indicated. Beneficial ownership consists of a direct interest in the shares of common and preferred stock, except as otherwise indicated.

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Name and Address of

Beneficial Owner

Amount and Nature of

Beneficial Ownership

Percentage

of Class ^{(1)(2)(3)(4)(5)(6)}

Nate Steck 15151 Springdale St,

Huntington Beach, CA 92649

6,974,000 Common Stock / Direct

970,052 Series A Preferred / Direct

21,292 Series B Preferred / Direct

47,807 Series C Preferred / Direct

1,000,000 Series D Preferred / Direct

1,196,000 Series E Preferred / Direct

1.3%

49.99%

14.2%

19.12%

15.75%

7.98

Marc Kassoff 15151 Springdale St,

Huntington Beach, CA 92649

5,296,000 Common Stock / Direct

970,051 Series A Preferred / Direct

52,970 Series B Preferred / Direct

47,807 Series C Preferred / Direct

1,000,000 Series D Preferred / Direct

1,196,000 Series E Preferred / Direct

49.99%

35.31%

19.12%

15.75%

7.98%

Timothy Denton 15151 Springdale St,

Huntington Beach, CA 92649

5,000,000 Common Stock / Direct

25 Series A Preferred / Direct

20,419 Series B Preferred / Direct

47,806 Series C Preferred / Direct

1,000,000 Series D Preferred / Direct

1,196,000 Series E Preferred / Direct

13.61%

19.12%

15.75%

7.98%

Jeremy Kaplan 15151 Springdale St,

Huntington Beach, CA 92649

5,000,000 Common Stock / Direct

25 Series A Preferred / Direct

20,469 Series B Preferred / Direct

47,806 Series C Preferred / Direct

1,000,000 Series D Preferred / Direct

1,196,000 Series E Preferred / Direct

13.65%

19.12%

15.75%

7.98%

Directors and Executive Officers as a Group

22,270,000 Common Stock

1,940,153 Series A Preferred

115,150 Series B Preferred

191,226 Series C Preferred

4,000,000 Series D Preferred

4,784,000 Series E Preferred

4.14%

100%

76.77%

76.49%

62.99%

31.92%

_________________

*	represents an amount less than 1%
(1)	Under Rule 13d-3, a beneficial owner of a security includes any person who, directly or indirectly, through any contract, arrangement, understanding, relationship, or otherwise has or shares: (i) voting power, which includes the power to vote, or to direct the voting of shares; and (ii) investment power, which includes the power to dispose or direct the disposition of shares. Certain shares may be deemed to be beneficially owned by more than one person (if, for example, persons share the power to vote or the power to dispose of the shares). In addition, shares are deemed to be beneficially owned by a person if the person has the right to acquire the shares (for example, upon exercise of an option) within 60 days of the date as of which the information is provided. In computing the percentage ownership of any person, the amount of shares outstanding is deemed to include the amount of shares beneficially owned by such person (and only such person) by reason of these acquisition rights. As a result, the percentage of outstanding shares of any person as shown in this table does not necessarily reflect the person’s actual ownership or voting power with respect to the number of shares of common stock actually outstanding on November 15, 2018. As of November 15, 2018 there were 537,774,616 shares of our company’s common stock issued and outstanding.
(2)	Our company is authorized to issue 2,000,000 shares of Series A Preferred Stock, par value $0.0001. As of November 15, 2018 there were 1,940,153 shares of our company’s Series A Preferred Stock issued and outstanding.
(3)	Our company is authorized to issue 150,000 shares of Series B Preferred Stock, par value $0.0001. As of November 15, 2018 there were 150,000 shares of our company’s Series B Preferred Stock issued and outstanding.

23

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(4) Our company is authorized to issue 250,000 shares of Series C Preferred Stock, par value $1.00. As of November 15, 2018 there were 250,000 shares of our company’s Series C Preferred Stock issued and outstanding.

(5) Our company is authorized to issue 10,000,000 shares of Series D Preferred Stock, par value $0.0001. The Series D Preferred Stock is convertible into shares of our common stock. As of November 15, 2018 there were 6,350,000 shares of our company’s Series D Preferred Stock issued and outstanding. Of the Series D Preferred Stock outstanding, 4,000,000 are held by our directors or officers and upon conversion, no current holder of the Series D Preferred Stock would be a beneficial owner of 5% or more of our common stock.

(6) Our company is authorized to issue 15,000,000 shares of Series E Preferred Stock, par value $0.0001. As of November 15, 2018 there were 14,989,500 shares of our company’s Series E Preferred Stock issued and outstanding. Of the Series E Preferred Stock outstanding, 4,784,000 are held by our directors and officers. Upon conversion no current holder of the Series E Preferred stock would be a beneficial owner of 5% or more of our common stock.

Changes in Control

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

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

Except as disclosed herein, no director, executive officer, shareholder holding at least 5% of shares of our common stock, or any family member thereof, had any material interest, direct or indirect, in any transaction, or proposed transaction since the year ended May 31, 2017, in which the amount involved in the transaction exceeded or exceeds the lesser of $120,000 or one percent of the average of our total assets at the year-end for the last two completed fiscal years.

Director Independence

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

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

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

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Item 14. Principal Accounting Fees and Services

The aggregate fees billed for the most recently completed fiscal year ended May 31, 2018 and for fiscal year ended May 31, 2017 for professional services rendered by the principal accountant for the audit of our annual financial statements and review of the financial statements included in our quarterly reports on Form 10-Q and services that are normally provided by the accountant in connection with statutory and regulatory filings or engagements for these fiscal periods were as follows:

	Year Ended
	May 31, 2018		May 31, 2017
Audit Fees	$	6,000	$	31,150
Audit Related Fees	Nil		Nil
Tax Fees	Nil		Nil
All Other Fees	Nil		Nil
Total	$	6,000	$	31,150

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

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

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PART IV

Item 15. Exhibits, Financial Statement Schedules

(a)	Financial Statements

	(1)	Financial statements for our company are listed in the index under Item 8 of this document.

	(2)	All financial statement schedules are omitted because they are not applicable, not material or the required information is shown in the financial statements or notes thereto.

(b)

Exhibits

Exhibit Number		Description

(3)		Articles of Incorporation and Bylaws
3.1		Articles of Incorporation (Incorporated by reference to our Registration Statement on Form SB-2 filed on September 14, 2007)
3.2		Bylaws (Incorporated by reference to our Registration Statement on Form SB-2 filed on September 14, 2007)
3.3		Restated Articles of Incorporation (Incorporated by reference to our Registration Statement on Form 10 filed on July 29, 2014)
3.4		Restated Articles of Incorporation field with the Colorado Secretary of State on September 18, 2015 (Incorporated by reference to our Annual Report on Form 10-K filed on October 6, 2016)
3.5		Certificate of Designation, Preferences and Rights of Series D Preferred Stock filed with the Colorado Secretary of State on June 28, 2016 (Incorporated by reference to our Annual Report on Form 10-K filed on October 6, 2016)
3.6		Restated Articles of Incorporation (Incorporated by reference to our Current Report on Form 8-K filed on August 4, 2017)
(10)		Material Contracts
10.1*		Promissory Note dated June 28, 2016 with MSM Investments
(14)		Code of Ethics
14.1*		Code of Ethics
(31)		Rule 13a-14 (d)/15d-14d) Certifications
31.1*		Section 302 Certification by the Principal Executive Officer
31.2*		Section 302 Certification by the Principal Financial Officer and Principal Accounting Officer
(32)		Section 1350 Certifications
32.1**		Section 906 Certification by the Principal Executive Officer
32.2**		Section 906 Certification by the Principal Financial Officer and Principal Accounting Officer
101 **		Interactive Data File
101.INS		XBRL Instance Document
101.SCH		XBRL Taxonomy Extension Schema Document
101.CAL		XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF		XBRL Taxonomy Extension Definition Linkbase Document
101.LAB		XBRL Taxonomy Extension Label Linkbase Document
101.PRE		XBRL Taxonomy Extension Presentation Linkbase Document

______________

* Filed herewith.

** Furnished herewith

26

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SIGNATURES

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

		NATE’S FOOD CO.
		(Registrant)

Dated: April 19, 2019		/s/ Nate Steck
		Nate Steck
		President, Chief Executive Officer and Director
		(Principal Executive Officer)

Dated: April 19, 2019		/s/ Marc Kassoff
		Marc Kassoff
		Vice-President, Chief Financial Officer and Director
		(Principal Financial Officer and Principal Accounting Officer)

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

Dated: April 19, 2019		/s/ Nate Steck
		Nate Steck
		President, Chief Executive Officer and Director
		(Principal Executive Officer)

Dated: April 19, 2019		/s/ Marc Kassoff
		Marc Kassoff
		Vice-President, Chief Financial Officer and Director
		(Principal Financial Officer and Principal Accounting Officer)


Dated: April 19, 2019		/s/ Timothy Denton
		Timothy Denton
		Secretary and Director

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(4)	Our company is authorized to issue 250,000 shares of Series C Preferred Stock, par value $1.00. As of November 15, 2018 there were 250,000 shares of our company’s Series C Preferred Stock issued and outstanding.
(5)	Our company is authorized to issue 10,000,000 shares of Series D Preferred Stock, par value $0.0001. The Series D Preferred Stock is convertible into shares of our common stock. As of November 15, 2018 there were 6,350,000 shares of our company’s Series D Preferred Stock issued and outstanding. Of the Series D Preferred Stock outstanding, 4,000,000 are held by our directors or officers and upon conversion, no current holder of the Series D Preferred Stock would be a beneficial owner of 5% or more of our common stock.
(6)	Our company is authorized to issue 15,000,000 shares of Series E Preferred Stock, par value $0.0001. As of November 15, 2018 there were 14,989,500 shares of our company’s Series E Preferred Stock issued and outstanding. Of the Series E Preferred Stock outstanding, 4,784,000 are held by our directors and officers. Upon conversion no current holder of the Series E Preferred stock would be a beneficial owner of 5% or more of our common stock.