NATE'S FOOD CO. - Quarter Report: 2023 February (Form 10-Q)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

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

For the quarterly period ended February 28, 2023

or

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

For the transition period from _________ to ___________

Commission File Number: 000-52831

NATE’S FOOD CO.

(Exact name of registrant as specified in its charter)

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

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

(650) 716-6421

(Registrant’s telephone number, including area code)

N/A

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

Securities registered pursuant to Section 12(b) of the Act: None

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

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). ☒ Yes ☐ No

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

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated Filer	☒	Smaller reporting company	☒
		Emerging growth company	☐

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

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

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

2,253,024,646 common shares issued and outstanding as of April 17, 2023.

TABLE OF CONTENTS

PART I - FINANCIAL INFORMATION

Item 1.	Financial Statements	3
Item 2.	Management’s Discussion and Analysis of Financial Condition or Plan of Operation	18
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	23
Item 4.	Controls and Procedures	23

PART II - OTHER INFORMATION

Item 1.	Legal Proceedings	24
Item 1A.	Risk Factors	24
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	24
Item 3.	Defaults Upon Senior Securities	24
Item 4.	Mine Safety Disclosures	24
Item 5.	Other Information	24
Item 6.	Exhibits	25
SIGNATURES		26

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PART I - FINANCIAL INFORMATION

Item 1. Financial Statements

Nate’s Food Co.

Condensed Balance Sheets

(Unaudited)

	February 28,			May 31,
	2023			2022
ASSETS
Current Assets
Cash	$	7,049		$	13,788
Prepaid expenses		725			9,900
Total Current Assets		7,774			23,688

Digital currency		4,793			21,465
Equipment, net		131,874			12,337
TOTAL ASSETS	$	144,441		$	57,490

LIABILITIES AND STOCKHOLDERS’ DEFICIT
Current Liabilities
Accounts payable	$	30,907		$	5,763
Accrued interest		93,053			58,435
Accrued interest - related party		98,805			89,164
Accrued management fees - related party		24,000			-
Loans payable		1,885			-
Notes payable - related party		397,935			388,687
Convertible notes, net of discount -current		278,568			264,684
Derivative liability		150,812			163,615
Total Current liabilities		1,075,965			970,348

Promissory notes -noncurrent		145,500			-

Total liabilities		1,221,465			970,348

Commitments		-			-

Stockholders' Deficit
Series A Preferred Stock, Par Value $0.0001, 2,000,000 shares authorized, 1,915,153 and 1,940,153 issued and outstanding, respectively		191			194
Series B Preferred Stock, Par Value $0.0001, 150,000 shares authorized, 150,000 issued and outstanding		15			15
Series C Preferred Stock, Par Value $1.00, 250,000 shares authorized, 250,000 issued and outstanding		250,000			250,000
Series D Preferred Stock, Par Value $0.0001, 10,000,000 shares authorized, 6,000,000 issued and outstanding		600			600
Series E Preferred Stock, Par Value $0.0001, 15,000,000 shares authorized, 14,989,500 issued and outstanding		1,499			1,499
Common Stock, Par Value $0.001, 6,500,000,000 shares authorized, 2,253,024,616 and 553,024,616 issued and outstanding, respectively		2,253,024			553,024
Additional paid-in capital		1,513,089			3,179,836
Accumulated deficit		(5,095,442	)		(4,898,026	)
Total stockholders’ deficit	$	(1,077,024	)	$	(912,858	)

TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT	$	144,441		$	57,490

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

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Nate’s Food Co.

Condensed Statements of Operations

(Unaudited)

	Three Months Ended						Nine Months Ended
	February 28,						February 28,
	2023			2022			2023			2022
Revenue
Digital currency mining	$	4,525		$	27,193		$	12,609		$	48,397
Cost of revenue		10,609			86,211			34,646			130,871
Gross loss		(6,084	)		(59,018	)		(22,037	)		(82,474	)

Operating Expenses
General and administrative		1,572			6,937			87,873			52,902
Total operating expenses		1,572			6,937			87,873			52,902

Operating Loss		(7,656	)		(65,955	)		(109,910	)		(135,376	)

Other Income (Expense)
Gain (loss) on change in fair value of derivative liability		29,883			(141,175	)		12,803			274,620
Loss on sale of digital currency		(413	)		-			(2,717	)		-
Interest expense		(17,466	)		(42,803	)		(91,401	)		(72,402	)
Impairment loss on digital currency		-			(3,645	)		(6,191	)		(4,621	)
Total other income (expenses)		12,004			(187,623	)		(87,506	)		197,597

Net Income (Loss)	$	4,348		$	(253,578	)	$	(197,416	)	$	62,221

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

Weighted average number of common shares outstanding:
Basic		1,547,246,838			545,357,949			892,936,704			541,216,924
Diluted		2,584,677,838			618,391,270			1,930,367,704			614,250,245

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

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Nate’s Food Co.

Condensed Statements of Changes in Stockholders’ Deficit

(Unaudited)

For the Nine Months Ended February 28, 2023

	Preferred Stock																										Additional						Total
	Series A						Series B				Series C				Series D				Series E				Common Stock				Paid-in			Accumulated			Stockholders'
	Shares			Amount			Shares		Amount		Shares		Amount		Shares		Amount		Shares		Amount		Shares		Amount		Capital			Deficit			Deficit
Balances May 31, 2022		1,940,153		$	194			150,000	$	15		250,000	$	250,000		6,000,000	$	600		14,989,500	$	1,499		553,024,616	$	553,024	$	3,179,836		$	(4,898,026	)	$	(912,858	)

Issuance of common stock for conversion of convertible note		-			-			-		-		-		-		-		-		-		-		27,000,000		27,000		(20,250	)		-			6,750
Finance fee for warrants issued in connection with license agreement		-			-			-		-		-		-		-		-		-		-		-		-		37,800			-			37,800
Net loss		-			-			-		-		-		-		-		-		-		-		-		-		-			(61,237	)		(61,237	)
Balances August 31. 2022		1,940,153			194			150,000		15		250,000		250,000		6,000,000		600		14,989,500		1,499		580,024,616		580,024		3,197,386			(4,959,263	)	$	(929,545	)

Issuance of common stock for conversion of convertible note		-			-			-		-		-		-		-		-		-		-		13,000,000		13,000		(9,750	)		-			3,250
Net loss		-			-			-		-		-		-		-		-		-		-		-		-		-			(140,527	)		(140,527	)
Balances November 30, 2022		1,940,153		$	194			150,000	$	15		250,000	$	250,000		6,000,000	$	600		14,989,500	$	1,499		593,024,616	$	593,024	$	3,187,636		$	(5,099,790	)	$	(1,066,822	)

Issuance of common stock for conversion of convertible note		-			-			-		-		-		-		-		-		-		-		660,000,000		660,000		(636,750	)		-			23,250
Conversion of Series A Preferred Stock		(25,000	)		(3	)		-		-		-		-		-		-		-		-		1,000,000,000		1,000,000		(999,997	)		-			-
Cancellation finance fee for warrants issued in connection with license agreement		-			-			-		-		-		-		-		-		-		-		-		-		(37,800	)		-			(37,800	)
Net income		-			-			-		-		-		-		-		-		-		-		-		-		-			4,348			4,348
Balances February 28, 2023		1,915,153		$	191			150,000	$	15		250,000	$	250,000		6,000,000	$	600		14,989,500	$	1,499		2,253,024,616	$	2,253,024	$	1,513,089		$	(5,095,442	)	$	(1,077,024	)

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For the Nine Months Ended February 28, 2022

	Preferred Stock																										Common			Additional
	Series A				Series B				Series C				Series D						Series E				Common Stock				Stock			Paid-in			Accumulated			Total
	Shares		Amount		Shares		Amount		Shares		Amount		Shares			Amount			Shares		Amount		Shares		Amount		Payable			Capital			deficit
Balances May 31, 2021		1,940,153	$	194		150,000	$	15		250,000	$	250,000		6,350,000		$	635			14,989,500	$	1,499		537,774,616	$	537,774	$	-		$	2,884,051		$	(5,018,302	)	$	(1,344,134	)
Net income		-		-		-		-		-		-		-			-			-		-		-		-		-			-			390,364			390,364
Balances August 31, 2021		1,940,153	$	194		150,000	$	15		250,000	$	250,000		6,350,000		$	635			14,989,500	$	1,499		537,774,616	$	537,774	$	-		$	2,884,051		$	(4,627,938	)	$	(953,770	)

Conversion of Series D Preferred Stock		-		-		-		-		-		-		(350,000	)		(35	)		-		-		5,250,000		5,250		-			(5,215	)		-			-
Common stock payable		-		-		-		-		-		-		-			-			-		-		-		-		92,000			-			-			92,000
Net loss		-		-		-		-		-		-		-			-			-		-		-		-		-			-			(74,565	)		(74,565	)
Balances November 30, 2021,		1,940,153	$	194		150,000	$	15		250,000	$	250,000		6,000,000		$	600			14,989,500	$	1,499		543,024,616	$	543,024	$	92,000		$	2,878,836		$	(4,702,503	)	$	(936,335	)

Common stock issued in conjunction with Convertible note		-		-		-		-		-		-		-			-			-		-		10,000,000		10,000		(92,000	)		82,000			-			-
Net loss		-		-		-		-		-		-		-			-			-		-		-		-		-			-			(253,578	)		(253,578	)
Balances February 28, 2022		1,940,153	$	194		150,000	$	15		250,000	$	250,000		6,000,000		$	600			14,989,500	$	1,499		553,024,616	$	553,024	$	-		$	2,960,836		$	(4,956,081	)	$	(1,189,913	)

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

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Nate’s Food Co.

Condensed Statements of Cash Flows

(Unaudited)

	Nine Months Ended
	February 28,
	2023			2022

CASH FLOWS FROM OPERATING ACTIVITIES
Net income (loss)	$	(197,416	)	$	62,221
Adjustments to reconcile net income (loss) to net cash used in operating activities:
Gain on change in fair value of derivative liability		(12,803	)		(274,620	)
Amortization of discount on convertible note		47,134			47,481
Amortization of Crypto equipment		5,463			-
Impairment loss on digital currency		6,191			4,621
Loss on sale of digital currency		2,717			-
Changes in operating assets and liabilities:
Prepaid expenses		9,175			(79,611	)
Digital currency		8,164			(33,265	)
Accounts payable		24,732			25,945
Operating expenses paid by related party		7,595			-
Accrued management fees -related party		24,000			-
Accrued interest - related party		9,641			9,640
Accrued interest		34,618			15,280
Net cash used in operating activities		(30,777	)		(222,308	)

CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from convertible notes payable		20,500			240,500
Proceeds from notes payable - related party		17,338			2,000
Repayment of notes payable -related party		(15,685	)		-
Proceeds from loans payable		1,885			-
Net cash provided by financing activities		24,038			242,500

Net cash increase (decrease) for the period		(6,739	)		20,192
Cash at beginning of period		13,788			615
Cash at end of period	$	7,049		$	20,807



Supplemental Cash Flow Disclosures
Cash paid for interest	$	-		$	-
Cash paid for income taxes	$	-		$	-

Non-Cash Investing and Financing Activity:
Reclassification of accounts payable to notes payable - related party	$	-		$	25,620
Issuance of common stock for conversion of convertible note	$	33,250		$	-
Common stock payable on issuance of convertible notes payable	$	-		$	92,000
Conversion of Series A Preferred Stock	$	1,000,000		$	-
Conversion of Series D Preferred Stock	$	-		$	5,250
Purchase of digital equipment, settled by issuance promissory note	$	125,000		$	-
	$			$

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

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NATE’S FOOD CO.

NOTES TO THE CONDENSED FINANCIAL STATEMENTS

February 28, 2023

(UNAUDITED)

Note 1 –Significant Accounting Policies

Basis of Presentation

The accompanying unaudited condensed financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America and the rules of the Securities and Exchange Commission (“SEC”) and should be read in conjunction with the audited financial statements and notes thereto contained in the Company’s annual report filed with the SEC on Form 10-K, on September 20, 2022. In the opinion of management, all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of financial position and the results of operations for the interim periods presented have been reflected herein. The results of operations for interim periods are not necessarily indicative of the results to be expected for the full year. Notes to the financial statements which would substantially duplicate the disclosure contained in the audited financial statements for the most recent fiscal year 2022 as reported in Form 10-K, have been omitted.

Use of Estimates

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

Cash and Cash Equivalents

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

Digital Currencies

We currently account for all digital currencies held as a result of these transactions as indefinite-lived intangible assets in accordance with ASC 350, Intangibles—Goodwill and Other. We have ownership of and control over our digital currencies and we may use third-party custodial services to secure it. The digital currencies are initially recorded at cost and are subsequently remeasured on the balance sheet date at cost, net of any impairment losses incurred since acquisition.

We determine the fair value of our digital currencies on a nonrecurring basis in accordance with ASC 820, Fair Value Measurement, based on quoted prices on the active exchange(s) that we have determined is the principal market for such assets (Level 1 inputs). We perform an analysis each quarter to identify whether events or changes in circumstances, principally decreases in the quoted prices on active exchanges, indicate that it is more likely than not that our digital currencies are impaired. In determining if an impairment has occurred, we consider the lowest market price of one unit of digital currency quoted on the active exchange since acquiring the digital currency. If the then current carrying value of a digital currency exceeds the fair value so determined, an impairment loss has occurred with respect to those digital currencies in the amount equal to the difference between their carrying values and the price determined.

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Impairment losses are recognized within other income (expense) on the statements of operations in the period in which the impairment is identified. The impaired digital currencies are written down to their fair value at the time of impairment and this new cost basis will not be adjusted upward for any subsequent increase in fair value. Gains are not recorded until realized upon sale(s), at which point they are presented net of any impairment losses for the same digital assets held within other income (expense). In determining the gain to be recognized upon sale, we calculate the difference between the sales price and carrying value of the digital assets sold immediately prior to sale.

As of February 28, 2023, the market value of digital currencies was lower than the Company’s cost basis by $5,791, which amount is recorded as impairment loss on digital currency for the nine months then ended. During the nine months ended February 28, 2022, the Company recorded an impairment loss on digital currency of $4,621. During the nine months ended February 28, 2023, the Company recorded loss on sale of digital currency of $2,717.

Fair Value of Financial Instruments

The Company uses a three-tier fair value hierarchy to classify and disclose all assets and liabilities measured at fair value on a recurring basis, as well as assets and liabilities measured at fair value on a non-recurring basis, in periods subsequent to their initial measurement. The hierarchy requires the Company to use observable inputs when available, and to minimize the use of unobservable inputs, when determining fair value. The three tiers are defined as follows:

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

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

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

The following table summarizes fair value measurements by level at February 28, 2023 and May 31, 2022, measured at fair value on a recurring basis:

February 28, 2023	Level 1		Level 2		Level 3		Total
Assets
Digital currency	$	4,793		-		-	$	4,793
Liabilities
Derivative liabilities		-		-	$	150,812	$	150,812

May 31, 2022	Level 1		Level 2		Level 3		Total
Assets
Digital currency	$	21,465		-		-	$	21,465
Liabilities
Derivative liabilities		-		-	$	163,615	$	163,615

Earnings per Share

The Company computes net income (loss) per share in accordance with ASC 260, “Earnings per Share”. 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 nine months ended February 28, 2023 and 2022, respectively, the following convertible notes and convertible preferred stock were potentially dilutive.

	Nine Months Ended
	February 28,
	2023		2022
	(Shares)		(Shares)
Convertible notes payable		1,037,431,000		210,533,321
Series B convertible preferred stock		150,000,000		150,000,000
Series C convertible preferred stock		16,500,000		16,500,000
Series D convertible preferred stock		90,000,000		90,000,000
Series E convertible preferred stock		149,895,000		149,895,000
		1,443,826,000		616,928,321

For the nine months ended February 28, 2023, and the three months ended February 28, 2022, the convertible instruments are anti-dilutive and therefore, have been excluded from earnings (loss) per share.

The following represents a reconciliation of the numerators and denominators of the basic and diluted earnings per share computation for the nine months ended February 28, 2022:

	Net Income (Loss) (Numerator)			Shares (Denominator)		Per Share Amount
Basic EPS	$	62,221			541,216,924	$	0.00
Effect of dilutive securities:
Warrants		-			-		-
Convertible notes payable		(274,620	)		73,033,321		(0.00	)
Preferred stock		-			-		-
Diluted EPS	$	(212,399	)		614,033,321	$	(0.00	)

The following represents a reconciliation of the numerators and denominators of the basic and diluted earnings per share computation for the three months ended February 28, 2023:

	Net Income (Loss) (Numerator)		Shares (Denominator)		Per Share Amount
Basic EPS	$	4,348		1,547,246,838	$	0.00
Effect of dilutive securities:
Warrants		-		-		-
Convertible notes payable		29,883		1,037,431,000		0.00
Preferred stock		-		-		-
Diluted EPS	$	34,231		2,584,677,838	$	0.00

Potential dilution from the convertible preferred stock was not included in the calculation of the dilutive earnings per share calculation for the nine months ended February 28, 2023, and three months ended February 28, 2022, as the effect is anti-dilutive.

Equipment

Bitcoin mining equipment is stated at cost less accumulated amortization. Amortization is computed on the straight-line method over the useful life of four years and is included in the cost of revenue.

Lease

The Company leases bitcoin equipment (Note 3), for the mining of Bitcoin.

In accordance with ASC 842, “Leases,” we determine if an arrangement is a lease at inception.

The equipment lease meets the definition of a short-term lease because the lease term is 12 months or less. Consequently, consistent with Company’s accounting policy election, the Company does not recognize the right-of-use asset and the lease liability arising from this lease.

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Revenue Recognition

We recognize revenue in accordance with ASC 606, Revenue from Contracts with Customers. The standard’s stated core principle is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. To achieve this core principle, ASC 606 includes provisions within a five-step model that includes identifying the contract with a customer, identifying the performance obligations in the contract, determining the transaction price, allocating the transaction price to the performance obligations, and recognizing revenue when, or as, an entity satisfies a performance obligation.

Our revenues currently consist of cryptocurrency mining revenues, which we began generating in September 2021. The Company earns its cryptocurrency mining revenues by providing transaction verification services within the digital currency networks of cryptocurrencies, for Bitcoin. The Company satisfies its performance obligation at the point in time that the Company is awarded a unit of digital currency through its participation in the applicable network and network participants benefit from the Company’s verification service. In consideration for these services, the Company receives Bitcoin, net of applicable network fees, which are recorded as revenue using the closing U.S. dollar price of Bitcoin on the date of receipt. Expenses associated with running the cryptocurrency mining operations, which are currently utilities, equipment lease and monitoring services are recorded as cost of revenues. During the nine months ended February 28, 2023 and 2022, the Company generated Bitcoin mining revenue of $12,609 and $48,397, respectively, with cost of revenue of $34,646 and $130,871, respectively.

There is currently no specific definitive guidance in GAAP or alternative accounting frameworks for the accounting for the production and mining of digital currencies and management has exercised significant judgment in determining appropriate accounting treatment for the recognition of revenue for mining of digital currencies. Management has examined various factors surrounding the substance of the Company’s operations and the guidance in ASC 606, including identifying the transaction price, when performance obligations are satisfied, and collectability is reasonably assured being the completion and addition of a block to a blockchain and the award of a unit of digital currency to the Company. In the event authoritative guidance is enacted by the FASB, the Company may be required to change its policies which could result in a change in the Company’s financial statements.

Recently Issued Accounting Pronouncements

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

Note 2 – Going Concern

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

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

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

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

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Note 3 – Prepaid Expenses

On September 30, 2021 and October 22, 2021, the Company entered into two agreements to lease Bitcoin equipment for a term of 270 days and 200 days, respectively. During the nine months ended February 28,2023 and 2022, the Company recognized $9,900 and $115,739 lease expenses, respectively.

As of February 28, 2023 and May 31, 2022, prepaid expenses were $725 and $9,900, respectively.

Note 4 – Related Party Transactions

Notes Payable – Related Party

As at February 28, 2023 and May 31, 2022, the total amount owed to an officer was $397,935 and $388,687, respectively. As of the February 28, 2023 amount, $57,000 of the loan is at 10% interest and was to be repaid by June 28, 2017, and currently is in default, and as at February 28, 2023 and May 31, 2022, accrued interest of $38,042 and $33,779, respectively, in interest has been recorded with respect to this loan. There is no additional interest charged to the note as a result of the default. Additionally, $71,902 of the loan is at 10% interest and due on December 31, 2015, and currently in default and as at February 28, 2023 and May 31, 2022, accrued interest of $60,763 and $55,385, respectively, in interest has been recorded with respect to this loan. There is no additional interest charged to the note as a result of the default. Additionally, the loan includes $175,571 that was reclassified from accounts payable as at February 28, 2023. This amount is at 0% interest and is due on demand. During the nine months ended February 28, 2023 and 2022, the Company received advances of $17,338 and $2,000, repaid advances of $15,685 and $0 and paid operating expenses of $7,595 and $0, respectively.

Management Fees

During the nine months ended February 28, 2023 and 2022, the Company recognized $27,000 and $0 management fees for the Company’s officer and paid management fees of $3,000 and $0, respectively. As of February 28, 2023, and May 31, 2022, the Company owed to the Company’s officer for amount of $24,000 and $0, respectively.

Issuance of Common Stock

On December 19, 2022, the Company’s Board of Director approved the issuance of 1,000,000,000 shares of common stock to two its officers in exchange for 25,000 shares of Series A Preferred Stock.

Note 5 – Convertible Notes

The Company had the following convertible notes payable outstanding as of February 23, 2023 and May 31, 2022:

On October 13, 2016, the Company received financing from an unrelated party in the amount of $85,500 with $5,000 original issue discount and incurred $8,000 in financing costs. On December 29, 2017, the principal balance along with the related default penalties, accrued and unpaid interest, and the conversion rights were sold to another unrelated party. The original issue discount and financing costs were amortized over the original life of the note using the effective interest method. The $85,500 note bears 10% interest and matured on July 13, 2017. The note is currently in default and bears 18% interest rate while in default on the outstanding balance of $36,818 after $48,682 of conversions in prior years. The holder shall be entitled to convert any portion of the outstanding and unpaid conversion amount into fully paid and non-assessable shares of common stock. The conversion price is the 45% discount to the lowest traded price during the previous 20 trading days to the date of a conversion notice. The Company may redeem the note at rates ranging from 125% to 150% depending on the redemption date. The note derivative is revalued at each period end with gains or losses included in the statement of operations (see Note 6 for details). During the nine months ended February 28, 2023, and 2022, the Company recognized interest expense of $4,957 and $4,957, respectively. As of February 28, 2023 and May 31, 2022, the Company had accrued interest of $46,129 and $41,172, respectively. As of February 28, 2023, and May 31, 2022, the principal balance was $36,818, respectively.

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On October 14, 2021, the Company received financing from an unrelated party in the amount of $275,000 with $25,000 original issue discount and $9,500 in financing costs, for net proceeds to the Company of $240,500. The original issue discount and financing costs are being amortized over the original life of the note using the effective interest method. The $275,000 bears 10% interest and matures on October 14, 2022. The note is currently in default and bears 20% interest rate. The conversion price was initially set at $0.002 per share (Fixed Conversion Price) at any time after 180 days from the issue date, if an event of default, the conversion price shall be $0.001 per share. On October 14, 2021, the Company agreed, in connection with the authorization and issuance of convertible note of $275,000, to issue an additional 10,000,000 shares of common stock in accordance with the securities purchase agreement dated October 14, 2021, to the convertible note holder. The Company determined the fair value of 10,000,000 shares of common stock of $92,000 (according to market price on October 14, 2021) and shall amortize this cost over the life of the convertible note. On February 8, 2022, the Company issued 10,000,000 shares of common stock to note holder. During the nine months ended February 28, 2023, the Company converted the principal of $33,250 into 700,000,000 shares at $0.00025 and $0.000025 per share based on contract stock price re-set requirements.

On December 19, 2022, the Company’s Board of Directors approved the modification of current conversion price of $0.00025 to $0.000025 per share.

During the nine months ended February 28, 2023 and 2022, the Company recognized interest expenses of $29,393 and $10,322, amortization of debt discount of $47,134 and $47,481, respectively. As of February 28, 2023, and May 31, 2022, the Company had accrued interest of $46,616 and $17,253 and unamortized debt discount of $0 and $47,134, respectively. As of February 28, 2023 and May 31, 2022, the principal balance was $241,750 and $227,866, respectively.

Note 6 – Derivative Liability

The Company analyzed the variable discounted conversion options on its convertible note (Note 5) for derivative accounting consideration under ASC 815, “Derivatives and Hedging,” and determined that the embedded conversion option should be classified as a liability due to there being no explicit limit to the number of shares to be delivered upon settlement of the above conversion options. The Company accounts for warrants (Note 7) as a derivative liability due to there being no explicit limit to the number of shares to be delivered upon settlement of all conversion options.

The following table summarizes the derivative liabilities included in the balance sheets at February 28, 2023 and May 31, 2022:

Balance - May 31, 2021	$	537,540

Gain on change in fair value of the derivative		(373,925	)
Balance - May 31, 2022	$	163,615

Gain on change in fair value of the derivative		(12,803	)
Balance - February 28, 2023	$	150,812

The Company also recorded a gain on change in fair value of the derivative of $12,803 and $274,620 during the nine months ended February 28, 2023 and 2022, respectively. The table below shows the Black-Scholes option-pricing model inputs used by the Company to value the derivative liability, as well as the determined value of the option liability at each measurement date:

	February 28,		May 31,
	2023		2022
Expected term		-	0.37 – 1.00 years
Expected average volatility		-	131%-293		%
Expected dividend yield		-		-
Risk-free interest rate		-		0.08	%

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Warrants

On July 8, 2022, the Company issued warrants in connection with a License Agreement (Note 10). The warrants were valued using the Black-Scholes pricing model. The Black-Scholes model requires six basic data inputs: the exercise or strike price, time to expiration, the risk-free interest rate, the current stock price, the estimated volatility of the stock price in the future, and the dividend rate. Changes to these inputs could produce a significantly higher or lower fair value measurement.

The estimated fair values of the warrants were measured on the July 8, 2022 (license agreement execution date) using the following inputs:

Stock price	$	0.0014
Exercise price	$	0.00025
Expected term	20 years
Expected average volatility		279	%
Expected dividend yield		0
Risk-free interest rate		3.31	%

On January 2,2023, the Company entered into a termination agreement with the warrant’s holder and both parties mutually terminated and cancelled the License Agreement date July 8, 2022 and released each other from any and all claims, causes of action, demands and liabilities and obligations.

A summary of activity during the nine months ended February 28, 2023, is as follows:

	Warrants Outstanding
						Weighted Average Remaining
	Number of warrants			Weighted Average Exercise Price		Contractual life (in years)
Outstanding, May 31, 2022		-		$	-		-
Granted		27,000,000			0.00025		20.00
Reset feature		-			-		-
Exercised		-			-		-
Forfeited/canceled		(27,000,000	)		-		-
Outstanding, February 28, 2023		-		$	-		-

Exercisable, February 28 2023		-		$	-		-

Note 7 – Bitcoin Intangible Assets

During the nine months ended February 28, 2023, the Company mined Bitcoin with a total aggregate value of $12,609. The Company has accounted for these coins as indefinite life intangible assets. The Company recorded the mining of the coins as revenue from digital currency mining in its result of operations, along with cost of sales (electricity and other hosting fees) remitted to the co-location host in Bitcoin, and equipment lease costs. After impairment loss of $5,791 and loss on sales of digital currency of $2,717, the Company’s digital currency asset consists of the following at February 28, 2023 and 2022:

	Three Months Ended			Nine Months Ended
	February 28,			February 28,
Bitcoin Held	2023			2023
Opening balance	$	2,961		$	21,465
Additions earned		4,525			12,609
Sales		(2,551	)		(12,861	)
Remittance as cost of operating expenses		(142	)		(10,229	)
Impairment		-			(6,191	)
Balance, February 28,2023	$	4,793		$	4,793

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	Three Months Ended			Nine Months Ended
	February 28,			February 28,
Bitcoin Held	2022			2022
Opening balance	$	16,187		$	-
Additions earned		27,193			48,397
Remittance as cost of operating expenses		(11,091	)		(15,132	)
Impairment		(3,645	)		(4,621	)
Balance, February 28,2022	$	28,644		$	28,644

Note 8 – Promissory Notes

The components of promissory notes payable as of February 28, 2023 were as follows:

Issuance date	Principal Amount		Maturity date	Interest rate			February 28, 2023
January 17,2023	$	5,000	January 17.2025		2	%	$	5,000
January 23,2023		5,500	January 23,2025		2	%		5,500
January 23,2023		125,000	January 23,2025		2	%		125,000
February 14,2023		10,000	January 23,2025		2	%		10,000

Total notes payable								145,500
Current portion								-
Long-term portion							$	145,500

During the nine months ended February 28, 2023, the Company entered into promissory notes agreement with lenders for $20,500 cash received and settlement of $125,000 due related to purchase of digital equipment. According to terms and condition of agreements, on event of default the interest rate shall increase to 5% and lenders have the right a to convert the unpaid principal and interest into common stock at conversion rate of $0.000025 per share.

During the nine months ended February 28, 2023, the Company recognized interest expense of $278. As of February 28, 2023, the outstanding balances of promissory notes and accrued interest was $145,500 and $278, respectively.

Note 9 – Loans Payable

During the nine months ended February 28, 2023, the Company obtained $1,885 loan, due on demand, free interest and unsecured. As of February 28, 2023, the outstanding balance of the loan was $1,885.

Note 10 – Equity

Series A Preferred Stock

The Company is authorized to issue 2,000,000 shares of series A Preferred Stock at a par value of $0.0001. The Series A Preferred Stock shall have no liquidation preference over any other class of stock and there will be no dividends due or payable on the Series A Preferred Stock. The Series A Preferred Stock initially had voting rights equal to 1,000 votes for each 1 share of common stock owned. On December 18, 2022, the Company’s Board of Directors approved an increase to the Series A voting rights equal to 20,000 votes for each 1 share of common stock owned, and resolved that each Series A Preferred Stock cannot convert into Common Stock unless it is approved by the Board of Directors

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There were no issuances of the Series A Preferred Stock during the nine months ended February 28, 2023 and 2022.

On December 19, 2022, the Company’s Board of Director approved the issuance of 1,000,000,000 shares of common stock to two its officers in exchange for 25,000 shares of Series A Preferred Stock.

As of February 28, 2023 and May 31, 2022, 1,915,153 and 1,940,153 shares of series A Preferred Stock were issued and outstanding, respectively.

Series B Convertible Preferred Stock

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

There were no issuances of the Series B Convertible Preferred Stock during the nine months ended February 28, 2023 and 2022.

As of February 28, 2023 and May 31, 2022, 150,000 shares of Series B Convertible Preferred Stock were issued and outstanding.

Series C Convertible Preferred Stock

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

There were no issuances of the Series C Convertible Preferred Stock during the nine months ended February 28, 2023 and 2022.

As of February 28, 2023 and May 31, 2022, 250,000 shares of Series C Convertible Preferred Stock were issued and outstanding.

Series D Convertible Preferred Stock

The Company is authorized to issue 10,000,000 shares of Series D Convertible Preferred Stock at a par value of $0.0001. The Series D Convertible Preferred Stock is convertible at a rate of 1 share of Series D Convertible Preferred Stock for 15 shares of common stock.

During the nine months ended February 28, 2022, 350,000 shares of Series D Convertible Preferred Stock were converted into 5,250,000 shares of common stock.

There were no issuances of the Series D Convertible Preferred Stock during the nine months ended February 28, 2023 and 2022.

As of February 28, 2023 and May 31, 2022, 6,000,000 shares of Series D Convertible Preferred Stock were issued and outstanding.

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Series E Convertible Preferred Stock

The Company is authorized to issue 15,000,000 shares of series E Convertible Preferred Stock at a par value of $0.0001. The Series E Convertible Preferred Stock shall have no liquidation preference over any other class of stock and there will be no dividends due or payable on the Series E Convertible Preferred Stock. Beginning October 1, 2016, each share of Series E Convertible Preferred Stock is convertible into ten (10) shares of common stock. From October 1, 2016 to October 1, 2018, holders of Series E Convertible Preferred Stock may at any time convert to shares of common stock, thereafter, the Company may elect to convert any outstanding stock at any time without notice to the shareholders.

There were no issuances of the Series E Convertible Preferred Stock during the nine months ended February 28, 2023 and 2022.

As of February 28, 2023 and May 31, 2022, 14,989,500 shares of Series E Convertible Preferred Stock were issued and outstanding.

Common Stock

The Company is authorized to issue 6,500,000,000 shares of common stock at a par value of $0.001.

During the nine months ended February 28, 2022, the Company issued 5,250,000 shares on conversion of 350,000 shares of Series D Preferred Stock.

On December 19, 2022, the Company’s Board of Director approved the issuance of 1,000,000,000 shares of common stock to two its officers in exchange for 25,000 shares of Series A Preferred Stock.

During the nine months ended February 28, 2023, the Company issued 700,000,000 shares on conversion of $33,250 of principal of a convertible note.

As of February 28, 2023 and May 31, 2022, 2,253,024,616 and 553,024,616 shares of common stock were issued and outstanding, respectively.

Note 11 – Commitments

On July 8, 2022, the Company entered into an Exclusive Intellectual Property License Agreement (“License Agreement”) with Kenny B, LLC. (“Licensor”) for a period of 20 years and that may be extended for an additional 20 years at the mutual consent of both parties.

The Licensor is the exclusive owner of all the rights, title and interest in and to (i) the trademark of Sh’mallow (Serial Number 5302806), (ii) all rights in and to the name of Sh’mallow, and (iii) designs of Sh’mallow marshmallow topping product, and (iv) all common law and statuary rights in the foregoing (collectively, the “Property”). The Company obtained an exclusive license to use such Intellectual Property.

In conjunction with the License Agreement, the Company granted warrants to Licensor to acquire 27,000,000 shares of common stock of the Company at a price of $0.00025 per share for total value of $37,800 to be amortized over the life of the agreement on a straight-line basis, recorded in license and additional paid in capital (Note 6). The Licensor had a right to exercise the warrants six months after the August 15, 2022, effective date of the License Agreement.

During the nine months ended February 28, 2023, the Company amortized $553 of license.

On January 2,2023, the Company entered into a termination agreement with Licensor and both parties mutually terminated and cancelled the License Agreement date July 8,2022 and released each other from any and all claims, causes of action, demands and liabilities and obligations effective the 30^th December ,2022.

Pursuant to termination agreement, the Company reverse and cancelled warrants of 27,000,000 shares of common stock, licenses of $37,800, royalty payable of $17,500 and $553 amortization of License.

Note 12 – 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, except as follows:

On March 7, 2023, the Company’s Board of Directors approved a quarterly dividend payment to its shareholders equal to $0.0000025 from the Company’s Bitcoin mining. The record date is March 31, 2023, which had an expected payment date of April 15, 2023. The dividend payment is subject to the Company’s corporate action being processed by FINRA and as of the date of this filing has not been paid.

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

FORWARD-LOOKING STATEMENTS

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

	·	our future operating results;
	·	our business prospects;
	·	our contractual arrangements and relationships with third parties;
	·	the dependence of our future success on the general economy;
	·	our possible financings; and
	·	the adequacy of our cash resources and working capital.

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

General Overview

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

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

Our Current Business

The Company is engaged in “Bitcoin Mining” – i.e. the process by which Bitcoins are created resulting in new blocks being added to the blockchain and new Bitcoins being issued to the miners. The Company has purchase and maintain ASIC (application-specific integrated circuit) computers - computers specifically designed for cryptocurrency mining - that are used for Bitcoin Mining. We have placed this Bitcoin Mining equipment with a 3rd party datacenter or farms (often referred as a “Co-Location”) that powers and operates our Bitcoin Mining equipment for a fee. We currently generate revenues through receiving Bitcoin from our Bitcoin Mining equipment.

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Bitcoin Miners engage in a set of prescribed complex mathematical calculations in order to add a block to the blockchain and thereby confirm cryptocurrency transactions included in that block’s data. Miners that are successful in adding a block to the blockchain are automatically awarded a fixed number of Bitcoins for their effort. The Company will only mine Bitcoin. Our revenues currently consist of cryptocurrency mining revenues, which we began generating in September 2021. The Company had executed two 270 days and 200 days lease agreements for Bitcoin’s S-17s and T-17s for Bitcoin Mining Equipment and after the termination the lease agreements, the Company has executed cryptocurrency mining from 31 units S19 ProJs (100^th) owns by Biticon Mining Equipment . The Company is actively in discussions with manufactures and resellers to acquire additional bitcoin mining equipment and capacity. The Company’s initial goal is to acquire 25,000 terrahash in mining capacity in the next 12 months. Terahashes are the unit used to measure speed of the mining hardware mining cryptocurrencies, with a TH/s equalling one trillion hash calculations computed in one second. Open-source calculators are available, such as NovaBlock, that allow for the calculation of expected revenue based on TH/s.

Our food development division licenses, develops and manufactures food products. The Company’s Board of Directors has voted to cease product manufacturing and development of new products for its food development division. We are, however, continually exploring options to license our developed product, a ready-to-use, pre-mixed pancake and waffle batter delivered in a pressurized can. We are also exploring options on monetizing our proprietary blend of pancake and waffle dry mix. Our current product line consists of the original flavor of pancake and waffle mix and three additional flavors, Banana, Blueberry and Strawberry. The flavors can be found at www.natesfoodco.com. and www.sh-mallow.com.

Results of Operations

The following summary of our results of operations should be read in conjunction with our unaudited condensed financial statements for the three and nine months ended February 28, 2023, and 2022, which are included herein.

Our operating results for the three and nine months ended February 28, 2023 and 2022, and the changes between those periods for the respective items are summarized as follows

Three Months Ended February 28, 2023, compared to the Three Months Ended February 28, 2022.

	Three Months Ended
	February 28,
	2023			2022			Change

Revenue	$	4,525		$	27,193		$	(22,668	)
Cost of revenue		10,609			86,211			(75,602	)
Gross loss		(6,084	)		(59,018	)		52,934
Operating expenses		(1,572	)		(6,937	)		5,365
Gain (loss) on change in fair market value of derivative		29,883			(141,175	)		171,058
Interest expense		(17,466	)		(42,803	)		25,337
Loss on sale of digital currency		(413	)		-			(413	)
Impairment loss on digital currency		-			(3,645	)		3,645
Net Income (Loss)	$	4,348		$	(253,578	)	$	257,926

Revenue

Our Company generated $4,525 and $27,193 revenue from digital currency mining for the three months ended February 28, 2023 and 2022, respectively. The Company commenced the mining of Bitcoin in September 2021.

Cost of Revenue

The cost of digital currency mining revenue was $10,609 and $86,211 for the three months ended February 28, 2023 and 2022, respectively. Cost of revenue consists of deprecation, electricity and other co-location hosting fees, which are remitted in Bitcoin and cash payments for equipment leases.

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Operating Expenses

During the three months ended February 28, 2023, we incurred general and administrative expenses of $1,572 compared to $6,937 incurred during the three months ended February 28, 2022. The reduction in operating expenses was predominantly from an increase in professional and other fees related to our reporting requirements of $2,348 offset by a decrease in administrative expenses of $7,713.

Other income (expense)

During the three months ended February 28, 2023, we had a gain on change in fair market value of derivatives of $29,883, interest expense of $17,466 and loss on sale of digital currency of $413, compared to a loss on change fair market value of derivatives of $141,175, interest expense of $42,803 and impairment loss on digital currency $3,645 during the three months ended February 28, 2022.

Nine Months Ended February 28, 2023, compared to the Nine Months Ended February 28, 2022.

Our operating results for the nine months ended February 28, 2023 and 2022, and the changes between those periods for the respective items are summarized as follows:

	Nine Months Ended
	February 28,
	2023			2022			Change

Revenue	$	12,609		$	48,397		$	(35,788	)
Cost of revenue		34,646			130,871			(96,225	)
Gross loss		(22,037	)		(82,474	)		60,437
Operating expenses		(87,873	)		(52,902	)		(34,971	)
Gain on change in fair market value of derivative		12,803			274,620			(261,817	)
Interest expense		(91,401	)		(72,402	)		(18,999	)
Loss on sale of digital currency		(2,717	)		-			(2,717	)
Impairment loss on digital currency		(6,191	)		(4,621	)		(1,570	)
Net Income (Loss)	$	(197,416	)	$	62,221		$	(259,637	)

Revenue

Our Company generated $12,609 and $48,397 revenue from digital currency mining for the nine months ended February 28, 2023 and 2022, respectively. The Company commenced the mining of Bitcoin in September 2021.

Cost of Revenue

The cost of digital currency mining revenue was $34,646 and $130,871 for the nine months ended February 28, 2023 and 2022, respectively. Cost of revenue consists of depreciation, electricity and other co-location hosting fees, which are remitted in Bitcoin and cash payments for equipment leases.

Operating Expenses

During the nine months ended February 28, 2023, we incurred general and administrative expenses of $87,873 compared to $52,902 incurred during the nine months ended February 28, 2022. The increase in operating expenses was predominantly from an increase in professional and other fees related to our reporting requirements of $11,426 and general administrative expenses of $23,545.

Other income (expense)

During the nine months ended February 28, 2023, we had a gain on change in fair market value of derivatives of $12,803, interest expense of $91,401, loss on sale of digital currency of $2,717, and impairment loss on digital currency of $6,191, compared to a gain on change in fair market value of derivatives of $274,620, impairment loss on digital currency $4,621, and interest expense of $72,402 during the nine months ended February 28, 2022.

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Liquidity and Capital Resources

Working Capital

	February 28,			May 31,
	2023			2022			Change

Cash	$	7,049		$	13,788		$	(6,739	)
Total Assets	$	144,441		$	57,490		$	86,951
Total Liabilities	$	1,221,465		$	970,348		$	251,117
Stockholders' Deficit	$	(1,077,024	)	$	(912,858	)	$	(164,166	)

Cash Flows

	Nine Months Ended
	February 28,
	2023			2022			Change

Cash Flows Used in Operating Activities	$	(30,777	)	$	(222,308	)	$	191,531
Cash Flows Used in Investing Activities		-			-		$	-
Cash Flows Provided by Financing Activities		24,038			242,500		$	(218,462	)
Net change in Cash During Period	$	(6,739	)	$	20,192		$	(26,931	)

As of February 28, 2023, our Company had $7,049 in cash. In the management’s opinion, our Company’s cash position is insufficient to maintain our operations at the current level for the next 12 months. Any expansion may cause our company to require additional capital until such expansion begins generating revenue. It is anticipated that the raising of additional funds will principally be through the sales of our securities.

As of February 28, 2023, our total current liabilities were $1,075,965 which consisted of $421.935 in notes payable – related parties and accrued management fees – related party, $98,805 in accrued interest-related party, $93,053 in accrued interest, $150,812 in derivative liability, $30,907 in accounts payable, $1,885 in loans payable and $278,568 in convertible notes as compared to May 31, 2022, with total current liabilities of $970,348 which consisted of $163,615 in derivative liability, $388,687 in notes payable–related parties, $89,164 accrued interest-related party, $58,435 in accrued interest, $5,763 in accounts payable and $264,684 in convertible notes.

Operating Activities

Net cash used in operating activities was $30,777 for the nine months ended February 28, 2023, compared with net cash used in operating activities of $222,308 in the same period in 2022. For the nine months ended February 28, 2023, net cash flows used in operating activities consisted of a net loss of $197,416, increased by a gain on change in fair value of derivatives liability of $12,803 and reduced by amortization of discount on convertible note of $47,134, amortization of Crypto equipment of $5,463, impairment loss on digital currency of $6,191, realized loss on sale of digital currency of $2,717, and a net change in working capital of $118,337.

For the nine months ended February 28, 2022, net cash flows used in operating activities consisted of a net income of $62,221, reduced by a gain on change in fair value of derivative liability of $274,620, increased by amortization of discount on convertible note of $47,481 and $4,621 on impairment loss on digital currency, and reduced by a net change in working capital of $62,011.

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Investing Activities

Our Company did not have any investing activities during the nine months ended February 28, 2023 and 2022.

Financing Activities

Net Cash provided by financing activities was $24,038 for the nine months ended February 28, 2023, compared with net cash provided by financing activities of $242,500, for the same period in 2022.

During the nine months ended February 28, 2023, net cash provided by financing activities were $20,500 from convertible notes payable, $17,338 from related party loan, $1,885 from loans payable and repayment of related party loan of $15,685 compared with $240,500 from a convertible note payable and $2,000 from related party loan for the same period in 2022.

Off-Balance Sheet Arrangements

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

Critical Accounting Policies

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

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

The material estimates for our Company are that of derivative liabilities and income tax valuation allowance recorded for deferred tax assets. The estimated sensitivity to change is related to the various variables of the Black-Scholes option pricing model stated below. The specific quantitative variables are included in the notes to the consolidated financial statements. The estimated fair value of options is recognized as expense on the straight-line basis over the options’ vesting periods. The fair value of each option granted is estimated on the date of grant using the Black-Scholes option pricing model with the expected life, dividend yield, expected volatility, and risk-free interest rate weighted-average assumptions used for options and warrants granted. Expected volatility for 2023 and 2022 was estimated using our common stock for convertible notes and warrants. The risk-free rate for periods within the contractual life of the option is based on the U.S. Treasury yield curve in effect at the grant date. The expected life of options is based on the life of the instrument on grant date.

Digital Currencies

Digital currencies consist of Bitcoin and are included in intangible assets in the balance sheet. Digital currencies are recorded at cost less impairment. The Company compares the book value of digital currencies held to the prevailing market price at each reporting period. An intangible asset with an indefinite useful life is not amortized but assessed for impairment annually, or more frequently, when events or changes in circumstances occur indicating that it is more likely than not that the indefinite-lived asset is impaired. Impairment exists when the carrying amount exceeds its fair value. In testing for impairment, the Company has the option to first perform a qualitative assessment to determine whether it is more likely than not that an impairment exists. If it is determined that it is not more likely than not that an impairment exists, a quantitative impairment test is not necessary. If the Company concludes otherwise, it is required to perform a quantitative impairment test. To the extent an impairment loss is recognized, the loss establishes the new cost basis of the asset. Subsequent reversal of impairment losses is not permitted. Realized gains or losses on the sale of digital currencies are included in other income (expense) in the statements of operations.

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Derivative Financial Instruments

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

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

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

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

Also, refer to Note 1 - Significant Accounting Policies and Note 6 - Derivative Liabilities in the unaudited condensed financial statements that are included in this Report.

Item 3. Quantitative and Qualitative Disclosures about Market Risk

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

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

We carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) as of February 28, 2023. This evaluation was carried out under supervision and with the participation of our chief executive officer and chief financial officer. Based upon that evaluation, our chief executive officer and chief financial officer concluded that, as of February 28, 2023, our disclosure controls and procedures were not effective due to the presence of material weaknesses in internal control over financial reporting.

A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the company’s annual or interim financial statements will not be prevented or detected on a timely basis. Management has identified the following material weaknesses which have caused management to conclude that, as of February 28, 2023, our disclosure controls and procedures were not effective: (i) inadequate segregation of duties and effective risk assessment; and (ii) insufficient written policies and procedures for accounting and financial reporting with respect to the requirements and application of both US GAAP and SEC guidelines.

Changes in Internal Controls

There have been no changes in our internal controls over financial reporting identified in connection with the evaluation required by paragraph (d) of Securities Exchange Act Rule 13a-15 or Rule 15d-15 that occurred in the quarter ended February 28, 2023 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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PART II - OTHER INFORMATION

Item 1. Legal Proceedings

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

Item 1A. Risk Factors

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

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

None.

Item 3. Defaults Upon Senior Securities

None.

Item 4. Mine Safety Disclosures

Not Applicable.

Item 5. Other Information

None.

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Item 6. Exhibits

The following exhibits are included as part of this report:

Exhibit Number		Description
(31)		Rule 13a-14(a)/15d-14(a) Certification
31.1		Section 302 Certification under the Sarbanes-Oxley Act of 2002 of the Principal Executive Officer,
31.2		Section 302 Certification under the Sarbanes-Oxley Act of 2002 of the Principal Financial Officer and Principal Accounting Officer
(32)		Section 1350 Certification
32.1		Section 906 Certification under the Sarbanes-Oxley Act of 2002 of the Principal Executive Officer
32.2		Section 906 Certification under the Sarbanes-Oxley Act of 2002 of the Principal Financial Officer and Principal Accounting Officer
101*		Inline XBRL Document Set for the condensed financial statements and accompanying notes in Part I, Item 1, “Financial Statements” of this Quarterly Report on Form 10-Q.
104*		Inline XBRL for the cover page of this Quarterly Report on Form 10-Q, included in the Exhibit 101 Inline XBRL Document Set.

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SIGNATURES

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

		Nate’s Food Co.
		(Registrant)

Dated: April 19, 2023		/s/ Nate Steck
		Nate Steck
		President, Chief Executive Officer and Director
		(Principal Executive Officer)

Dated: April 19, 2023		/s/ Marc Kassoff
		Marc Kassoff
		Vice-President, Chief Financial Officer and Director
		(Principal Financial Officer and Principal Accounting Officer)