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Vista Capital can convert shares "at any time on or after the issuance date." So whether it makes sense to investors why Nate would agree to an unfavorable arrangement where these companies can immediately convert and sell shares in the open market is something investors should ask Nate. My question would be: why wouldn't Nate offer the same deal to Typenex that he did Vista.
"Note 5 – Subsequent Events
On March 27, 2015, the Company received financing in the amount of $110,000 from Vista Capital. The Company expects to pay off the amount within 90 days from its receipt bearing 10% interest, mature in two years, at any time on or after the issuance date, 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. The Company can repay the note within 90 days with no prepayment penalty an within 180 days with a prepayment penalty equal to 10% of the balance. Conversion price is 65% of the lowest trade occurring during the 20 consecutive trading days immediately preceding the conversion date."
NHMD dilution through unfavorable debt arrangements reduces the value of shareholders.
You make a good point, Quasar has billions of shares, which is why the stock is trading at $.0001 and the market cap is $550,000. If Nate's traded at $.0001, it would be worth $7,780. Hmm, maybe dilution makes sense.
The terms listed on the 8k of the unfavorable loan read that after 180 days the company will begin making payments. Therefore, if they hadn't made the required payments before maturity by maturity, the loan would be in default. It doesn't say that payments aren't due at maturity or that the conversion is until maturity or that it is convertible at maturity. This is why Nate's needs to clarify this and release the financing arrangement.
Nate's unfavorable debt arrangement likely provides for pre-maturity conversion, Otherwise, Nate's would be in default if they didn't pay by maturity, and the announcement would've read the shares can be converted upon default of the loan.
Nate's should clarify this with another 8k stating such or by providing a copy of the financing agreement.
NHMD Daily Recap:
1. ABCO FDA past troubles uncovered
2. Possible 4,000,000 share dilution
3. Nate affiliation with SEC barred individual
4. Audits 6-9 months down the road
5. Secretive 8k's hiding parties to agreements from shareholders
6. Increased Debt with undesirable provisions
and ...
7. Still no Indiana factory
8. Still no dividends, as promised
9. Still no China deal
10. Still no share buy back
11. Still intellectual property conflict of interest between
Nate and shareholders.
12. Failed promises and deceptive practices
13 ...
14 ...
15 ...
If TypenexCo-Investment, LLC. believes that NHMD will go up in price, they should convert immediately because there was a trade at $.02 in the last 20 days. It would make no sense for them to wait. They can convert now and receive 4,000,000 shares that can be immediately dumped in the market, causing more massive dilution, reducing current shareholders stake in the company and making current shareholders stake less valuable.
The debt arrangement allows for 4,000,000 share dilution.
The filing doesn't say anything about Plan B if the company fails to pay. It does, however, say that the debt can be converted to shares, all or in part.
It also doesn't say that revenues and sales will be used to make payments, which would be difficult because Nate's is losing money and doesn't have cash to make the payments.
It does say that if Nate chooses to pay with shares, the conversion rate is 55% instead of the 65%, if debt holder chooses to convert.
TypenexCo-Investment, LLC. can convert at any time, flooding the market with 4,000,000 shares of additional dilution. The filing doesn't say anything about "if not paid off by maturity."
"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 65% of the lowest trade occurring during the 20 consecutive trading days immediately preceding the conversion date."
http://bit.ly/1eElbCS
TypenexCo-Investment, LLC., Fife's company, just loaned $80,000 to Nate's Food Co. Fife has the option to convert the loan into shares of NHMD at a price of $.013 (lowest trading price of last 20 cons. days = $.02), which he can do now and immediately dump those shares on the market at current prices, which would be 4,000,000 ($80,000 /.02 = 4 Mil) shares or 5% of the company hitting the market. This is what I call massive dilution. If he could sell all of the shares at the closing price today, he would make $62,400 or a profit of 78%, of course, at the expense of other shareholders that have to pay full retail price for their shares.
Mr. Fife was barred by the SEC for an illegal scheme and ordered to pay restitution. This was in 2007.
http://1.usa.gov/1DTIFdO
Nate's Food Co.'s associates; Joseph Wade, a disbarred attorney; John Fife, a disbarred investment advisor; and ABCO, warned by the FDA for false and misleading statements. If you want to know what type of a person someone is, look at who they associate with.
Nate's food Co. Deceptive Press Releases is the real issue here, not ABCO labs, but for context and verification, here are the links to the information concerning ABCO.
http://bit.ly/1SNGjE2
http://bit.ly/1Jy9n1L
http://bit.ly/1INZKxk
http://1.usa.gov/1Skny09
http://1.usa.gov/1Mw21gk
http://1.usa.gov/1H6LNDi
The fact that Nate's issues deceptive 8k's should not affect Abco's reputation, livelihood, or accreditation. The point is that it is a stretch to assume that if Abco is reputable that they won't do business with a company that issues deceptive high press releases.
ABCO Products Recalled for Poisonous Substances, Salmonella, and a metal fragment in ABCO products is serious, but I guess it happens.
The relevant issue is that the FDA also warned ABCO for false and misleading labeling and making illegal claims. A prudent person could draw a line from this type of behavior straight to Nate's 8k's and see the correlation of a pattern of similar and deceptive behavior; therefore, it is not surprising that ABCO, (a reputable company), would fraternize with the likes of Nate and his pals. Even though, I don't think it matters because the main reason the relationship works is because ABCO is getting paid.
The answer of why would Abco associate with Nate's food company is that ABCO is getting paid and that there just isn't any risk in associating with someone that may be unscrupulous because all ABCO is doing is filing cans with squirt pancakes for a buck.
Place that sell order.
The most probable reason for Nate not naming the company on the other side of the arrangement is that it is most likely one of Wade's companies, and Nate knows that investors are smart enough to see the affiliation with Wade and discount the importance of the announcement.
This 8K is like numerous other press releases released by Nate's that are intended to paint a picture of success that doesn't exist.
All of this, of course, is to manipulate investors and to pump up the stock so that Nate and his pals can sell their ultra-cheap shares to naive investors.
This explanation is more in line with the character and actions of Nate's in the past.
The It should not be believed that ABCO is Nate's partner no more than I am BMW's partner just because I drive a BMW.
ABCO is involved with Nate's because they're getting paid to do so. Nate and Wade has paid ABCO $285,000 and will pay another $73,000, and ABCO will be getting paid to produce the product, and a company doesn't have to be scrupulous to stay in business.
It should be noted that ABCO doesn't have a squeaky clean record, either. The company was warned by the FDA in June 2012 for making illegal claims and adulterating sex drugs. ABCO recalled the product in question. In June 2005, ABCO was issued an FDA warning letter for unlawful marketing of a supplement whereby they made claims that would classify the product a drug according to the FDA. In October 1997, ABCO received another warning letter from the FDA, finding that ABCO used a poisonous and deleterious substance in their product, and that their labeling was false and misleading. In 2011, ABCO recalled a product because they were informed that the ingredients they used contained potentially harmful salmonella bacteria. And in September 2013, ABCO issued a recall because a metal fragment was found in a supplement tablet produced by ABCO.
"Answer this question" of why ABCO would be affiliated with Nate's in any way shape or form.
First, it shouldn't be assumed that ABCO knows they're dealing with a huckster. It's very possible they don't. It could be that they know of Nate's unscrupulous activities and they don't care. Either way, the simple answer is that they are getting paid, plain and simple. ABCO is only doing what they get paid to do every day, regardless of what Nate is doing in his company.
Place that sell order.
NHMD Belongs to Wade to the Tune of 20% of the common shares outstanding, and if he doesn't own that much, then he didn't report any stocks sales, which are required to be reported by the SEC.
Wade also runs the sales division for online and kiosks through Wade's company 1PM, per Nate's Food Co., and he speaks on behalf of Nate's Food Co. at shareholder events. The Indiana factory land is owned by the President of Wade's company. Wade's companies provides loans to Nate's Food, and Wade's company organized and registered Nate's Food registration with the SEC.
Wade's company provides consulting services to Nate's Food Co., and according to the definition provided by the SEC, Wade is an insider of Nate's Food Co., and if Nate's had a board of directors, which they should but don't, Wade would, undoubtedly, lead it and hand pick every other member. Yeah, Wade is the man behind the curtain--for sure.
Medical Marijuana is all the Rage, except when one of Wade's other companies, Embarr Downs (EMBR), announced that it was entering into the marijuana industry through "Hemp Fish Water." The stock, EMBR, was trading at $.30 per share at the time of the announcement. Now, Embarr, Wade's flagship company, is trading at $.0015. Yeah, that's right, one tenth of one and half cents.
Wade is the marijuana connection for Nate, and Nate is Wade's puppet. That's why Wade runs online and kiosk sales, besides, he really doesn't have a choice; Wade is the largest common stock shareholder of Nate's.
So, back to the example: if NHMD, announcing a marijuana deal, ends up where EMBR did after they announced a marijuana deal, the stock will also end up being worth a little more than 1/10 of a penny per share.
Deceptive and secretive hype, even if it is marijuana related, isn't the ticket either.
At the Current Rate of Decline, Assuming Investors don't wise up before then, NHMD will be trading at just over a half a penny by next April. Investors should imagine opening their trading account on April 8 of next year to find that their $5,000 investment in NHMD is now valued at $900, or worse--zero.
Investors should face it, this company's prospects are dire. Their business model is a proven loser, the management's only real skill is to release deceptive, bogus SEC filings and press releases. They attempt to deceive their own shareholders.
This company has no real strategy, and their product is priced way too high to gain any traction with any real sales numbers. The company announced that they sold only 250 cans of product in almost a year, and they have lost over a million dollars in the same time. They have virtually no cash and no assets. The majority of the stock has been given away in an insider share free-for-all.
Worst of all, they believe that they can hoodwink investors through deceptive practices, namely, releasing 8K filings and press releases that are fabricated to paint a picture of success where none exists.
Investors should perform real DD with an open mind to the massive hoodwinking that is taking place on a regular basis.
Okay, some people like the product. They think it's cool, and maybe it is, but investors shouldn't confuse what they think is a neat idea with market success, because the model, espoused by Nate's management, is an admitted and proven market failure. Investors should, at least, find a company with a good idea where management isn't trying to deceive shareholders and the public at large.
If NHMD is Like any of the Other Companies that Wade has his hands in, it will be sub-penny in a few months.
No Matter How Bad Nate Screws Up, There seems to be gullible investors that fall for the Nate and Wade hype routine.
Nate's 8K today takes the prize for the most absurd and grasping news announcement of all time.
They have stooped to new lows, first announcing that they are now in the marijuana consulting business, but neglecting to provide any details of the arrangement. Who is the company? How much are they paying? Why are you doing this? These are all questions that any legitimate, professional group of managers should expect to communicate to shareholders.
Nate has absolutely no direction and no strategy for Nate's Food. Shareholders should immediately demand that he step down and be replaced by a legitimate operator. Oh wait, he and the insiders, his pals, have all the votes because they have structured Nate's for their benefit, and if he was booted, as he should be, he owns the intellectual property because he structured the company so that he and his pals keep all of the spoils.
The only thing left to do is to hit the exits, sell everything. A run on the bank. Complete liquidation by all shareholders, and leave the inept, deceptive managers to stick it to each other.
This Marijuana 8K is the absolute silliest most asinine 8K released to date because it illustrates who investors are dealing with.
Investors have my vote. Investors should sell out now while there is still time.
SEC Crackdown on Late Filings by Insiders and Major Shareholders
It should concern investors that Joseph Wade has not made the required SEC filings due to a change in beneficial ownership of more than 10% in Nate's Food Co. (NHMD).
According to an SEC filing, Joseph Wade acquired more than 10% ownership in a class of securities of Nate's Food Co. through WB Partners. This information is available in Nate's Food Co. FORM 10-Q, February 28, 2015; Note 4 – Equity Transaction. Wade received 15,000,000 shares, which represented 21% of the issued and outstanding common stock of Nate's Food Co. at the time of the reporting in the 10Q.
Joseph Wade, after becoming an insider, was required to file form 4 within two business days after the transaction.
Nate's Food is required to report filing failures in the upcoming 10K. If they fail to file Wade's failure to file, they will be liable for reporting failures, as well.
Of course, Nate's food has already failed to file timely financial statements, which is a violation of federal reporting laws.
See article link below where the SEC is cracking down on late filings by insiders.
An excerpt from the article: http://bit.ly/1U3ilr1
"Under Section 16(a), an officer, director or, in certain cases, beneficial owner of more than 10% of a registered class of a public company’s securities must initially file a Form 3 to report ownership of company securities at the time of effectiveness of the company’s IPO or, if already public, within ten calendar days after the person becomes an officer, director or more than 10% beneficial owner. Subsequently, such persons must file a Form 4 to report most transactions in the company’s securities within two business days after a transaction."
The in "certain cases" part is talking about anyone who doesn't receive a pecuniary interest in the securities, such as pension plans, advisory firms, and banks.
An SEC document (see link below)describes what is beneficial ownership: http://bit.ly/1U3jjn5
(b) Beneficial Ownership Reported (Pecuniary Interest)
i) Although for purposes of determining status as a ten percent holder, a person is deemed to beneficially own securities over which that person exercises voting or investment control (see Rule 16a-1(a)(1)), for reporting transactions and holdings, a person is deemed to be the beneficial owner of securities if that person has the opportunity, directly or indirectly, to profit or share in any profit derived from a transaction in the securities (“pecuniary interest”). See Rule 16a-1(a)(2). See also Rule 16a-8 for the application of the beneficial ownership definition to trust holdings and transactions.
(ii) Both direct and indirect beneficial ownership of securities shall be reported. Securities beneficially owned indirectly. Report different forms of indirect ownership on separate lines. The nature of indirect ownership shall be stated as specifically as possible; for example, “By Self as Trustee for X,” “By Spouse,” “By X Trust,” “By Y Corporation,” etc.
Joseph Wade is an insider. "Insiders required to submit a Form 4 include directors and officers of the company as well as any shareholder owning 10% or more of the company's outstanding stock."
Since Wade owns 10% or more of the outstanding stock, he is classified as an insider and required to file Form 4.
Additionally, if beneficial ownership of security exceeds 10%, it triggers additional filing obligations, which is an amendment to 13G, which wasn't filed.
Also, non-control persons are passive investors such as banks and pension funds that do not exercise any control or influence over the company. Joseph brought them public, is in charge of online sales, and speaks at shareholder meetings for Nate's Food. He would be without a doubt considered a control person under any definition of the SEC. Therefore, he is required to file a 13d not a 13g.
Again, Joseph Wade has not made the required filings, potentially exposing Nate's Food to liability.
DEFINITION of 'Form 4'
A document that must be filed with the Securities and Exchange Commission (SEC) whenever there is a material change in the holdings of company insiders. Insiders required to submit a Form 4 include directors and officers of the company as well as any shareholders owning 10% or more of the company's outstanding stock.
If Beneficial Ownership of Security Exceeds 10%. An ownership level above 10% triggers additional filing obligations. If, as of the last day of any month a firm is the direct or indirect beneficial owner of more than 10% of any issuer’s outstanding Section 13 Security and is still eligible to file on Schedule 13G with respect to that security as a QII, the firm must file an amendment to Schedule 13G within 10 days after the end of such month. In this case, the amendment may not wait until year end. Thereafter, within 10 days after the end of any month that beneficial ownership of such Section 13 Security increases or decreases by more than 5% of the class (computed as of the end of the month), the firm must generally file an amendment to the Schedule 13G report with the SEC.9 If the initial Schedule 13G filing is as a Passive Investor, the firm must promptly file an amendment at any time its beneficial ownership of a Section 13 Security exceeds 10% of the class of such securities and, thereafter, promptly at any time that beneficial ownership of a Section 13 Security increases or decreases by more than 5% of the class.
10K Due August 31, but 13d Filing for Joseph Wade is past due.
Since Joseph received 15,000,000 shares from the shareholders, Joseph was required to file a 13d filing with the SEC, which was never filed. He originally filed a 13g, which is an abbreviated filing, which is only available to companies that don't have control or influence over Nate's, which is not the case for Joseph and Nate's.
A possible reason for filing a 13g instead of a 13d would be to mask a disciplinary background.
Joseph should have also filed a Form 4 change in ownership, and a 13d, and a 144 intent to sell, if he sold shares.
The reason why this is important is because Nate's could be open to liability and fines for this oversight, especially since Nate's is the one who is enriching Joseph--at shareholder's expense.
Nate's 10K is not due until August 31, 2015. The filing deadline for a 10K for non-accelerated filer is 90 days after the end of the fiscal year, which is May 31 for NHMD; therefore, if they are on time, it would be August 31, or if they are late it would be no later than September 15, 2015.
It gives Nate and Wade Mezey some time to cook up some zinger 8Ks while we are waiting.
http://www.sec.gov/answers/form10k.htm
Only 100 shares or $4.50 traded today. The lack of interest and liquidity means that investors aren't buying Nate's. Interest has dried up and a lack of buyers could be an issue when more sellers show up. The troubling lack of liquidity can't be a good sign for NHMD investors.
Unfortunately for NHMD investors, NHMD stock is being bought about as fast as Nate's Pancakes, which means it's just not that popular.
Investors that are wising up to the the bleak economics of aerosol pancakes and may want to sell into any significant volume, letting future unsuspecting aerosol pancake enthusiasts give them a way out of an ailing, low-volume pancake penny stock.
The 10,000 cans deception.
Nate issued a press release on Nov. 17 touting massive demand for Nate's Pancakes, subsequently the the stock rallied from $.13 to $.165.
Nate issued a press release touting that the company sold 10,000 cans of product in 20 minutes. It turns out the sale was to one of Joseph Wade's companies, the guy he gave 20% of NHMD to through a share giveaway touted as a consulting fee.
The company tried to give the false impression that the cans were sold out on customer demand, which was a lie.
Joseph W. said in a recent shareholder meeting, when referring to the second round of online sales, that he was surprised that Nate's sold 400 cans of pancakes in 48 hour period and that he only expected that they would sell 250 cans, and admitted that most of those were sold to shareholders. Nate agreed. If they sold 10,000 cans in the first 20 minutes, why would Joseph W. only think they would sell 250 cans in 2 days? It is because the first press release was deceptive. Joseph went on to say that shipping 100 cans of product is not easy to do. It sounds like Nate's is not ready for even the small time much less the big time.
Nate, undoubtedly, tried to give the impression, and even said so in so many words, that the cans were sold out on high demand, even requiring Nate to set up a second round of online sales to handle the demand. All of it was to deceive. The cans were eventually given away by Joseph W. because he couldn't find anything else to do with them. Does that sound like a hot product?
Myth - Number of Outstanding Shares Matter
The number of outstanding shares of a stock is irrelevant. What is relevant is the total value of the company, or market capitalization. For example, it is no more advantageous for Berkshire Hathaway to have 824,730 shares trading at $216,480 per share than it is for Microsoft to have 8,100,000,000 shares at $46.92 per share. Microsoft has 8 Billion shares and is still worth more than Berkshire, which has less than a million shares outstanding. Microsoft has 1250 times more shares but is still has a higher market capitalization.
What is relevant is the success of the business of the company, regardless of the number of shares.
However, what does matter is how issuing more shares dilutes current investor ownership, especially a company like Nate's where revenues are shrinking instead of growing.
For instance, if an investor purchases, say, $20,000 worth of Nate's at current prices that investment would be worth only $6,000 under a full dilution scenario. That assumes that NHMD doesn't continue the precipitous decline of the last few months, which could render it virtually worthless if the decline doesn't cease.
Sell NHMD Now for Capital Preservation if you believe It is going lower. NHMD has dropped 40% in one month and 80% from its 52 week high.
If it follows The other Wade influenced companies, it will be sub penny status before long.
Investors should question why Nate has allied himself with Wade.
Actually, the float is outstanding shares minus affiliated shares. Deciding who is an affiliate can be tricky. An affiliate is generally accepted as someone who is an officer or director of the company, or someone who directs or controls the company. Often, it includes a shareholder that owns 10% or more of the company, but not always.
Also, there are restrictions on how much can be sold over a given period of time.
The point is that Wade may still own all of his 20% of the outstanding common shares of the company. The increased float doesn't indicate that he sold his shares, but maybe he did sell them, which in that case he should have filed a Form 144, showing his intention to sell, and then a form 4 and a Form 13d, showing change in ownership, none of which I've seen.
What this means is that Wade may still own all of his shares, and now they are available to sell in an open market, which potentially jeopardizes the already battered and beaten down stock price.
Wade Owns 20% of the company, and he directs sales and marketing, and he speaks at shareholder meetings. Once Nate converts his shares, he will still not own more shares than Marc Kassof, who will own the same amount plus what he has purchased in the open market, making it Marc's company, by that standard. Nate hasn't made open market purchases of "his company."
After Nate, Marc, Tim, and Jeremy convert their shares, combined with Wade's shares, shareholder ownership, represented by the float, will drop from 60% ownership of the outstanding to 18% of outstanding, which assumes the company doesn't continue diluting all the way to what is authorized. If that happens, the original investor ownership, represented by the float, will drop to 12.75%.
40% Increase in Public Float and 25% increase in Outstanding, creating massive dilution.
And …
This Time Last Year, Joseph Wade's Company, EMBR, was trading around $.035 per share, about where Nate's is trading now. A year later, EMBR is trading at $.0022.
If you assume, for examples sake, that Nate's share price drops to the same $.0022 that EMBR is trading at today, then a $2,500 investment in Nate's at current prices would be worth $156.00 at EMBR prices. I'm sure that EMBR shareholders didn't think the stock could actually drop from $.035 to $.0022, but it did.
For investors, what makes this fact even harder to swallow is that a $2,500 investment one month ago in Nate's is now worth about $1,539.00, so given the above example, using $1,539.00, a Nate's investment, given the same trajectory, would be worth $11.00 today.
Why is this important? Because Joseph Wade is running the sales and marketing for Nate's, allegedly financing the company, and speaks for the company at shareholder meetings. Investors see what he did to his own company. What do investors think he will do to theirs?
And…
Why Didn't Joseph Wade file a SEC Form 3 or SEC Form 13D, indicating more than 10% beneficial ownership in Nate's Food? WB Partners obtained this ownership through the 15,000,000 shares that were bestowed upon him by his pal, Nate for "consulting fees." Wade was required to file this form with the SEC within 2 days of a change in beneficial ownership of 10% or more.
In addition to fail to file the required SEC forms, potentially exposing NHMD investors to losses through fines, another disturbing question lurks: Did Wade file the 13g to hide his disbarment? Form 13g doesn't require personal background information, as does 13d. When the 13G was filed, it had not yet been 5 years since Wade's disbarment, meaning that it would have shown up on a 13D, but not the 13G. Was the reason to file 13g to purposely hide the disbarment? Regardless, it is a moot point because Wade was not eligible to file the 13g anyhow because of the control and influence he exerted and wielded at Nate's Food.
Why is Joseph Wade important? He owns more of the company than any other person, for one. He also speaks for the company at shareholder meetings, and he is in charge of online and brand store sales, not to mention he has helped finance part of the company. Some say he runs the company.
In addition to neglecting to file required SEC forms, Rule 10b-5 of the 1934 Exchange Act "prohibits misrepresentations, half-truths, omissions, and concealment of after-acquired information." "A misrepresentation is defined as a statement which conveys a false impression to a reasonable investor," and ... "makes it is unlawful for any person to make any untrue statement of a material fact or to omit to state a material fact necessary in order to make the statements made, in the light of the circumstances under which they were made, not misleading."
Arnold S. Jacobs, What Is a Misleading Statement or Omission Under Rule 10b-5? , 42 Fordham L. Rev. 243 (1973). Available at: ir.lawnet.fordham.edu/flr/vol42/iss2/2
Which brings me to my next point, Nate's Food management gives a lofty representation of Nate's that isn't reality. For example, they told shareholders that they would pay a dividend on sales of Nate's pancake product--The company hasn't made a dividend payment on sales, nor have they discussed the dividend since in the 10Q. Nate's indicated that insiders would make open market purchases of NHMD stock--Either they have done so and haven't reported, as required by the SEC, or they misrepresented their actions. The company said that they were going to build a factory in Indiana, which was recently dismissed as not important. Nate's said that they had an agreement to sell product in China. No talk of a deal since. This is just a small part of how Nate's management has tried to portray an illusion that they are something they're not.
It is time Nate's shareholders take Nate and his chums to task for the back room tactics perpetrated at headquarters.
This Time Last Year, Joseph Wade's Company, EMBR, was trading around $.035 per share, about where Nate's is trading now. A year later, EMBR is trading at $.0022.
If you assume, for examples sake, that Nate's share price drops to the same $.0022 that EMBR is trading at today, then a $2,500 investment in Nate's at current prices would be worth $156.00 at EMBR prices. I'm sure that EMBR shareholders didn't think the stock could actually drop from $.035 to $.0022, but it did.
For investors, what makes this fact even harder to swallow is that a $2,500 investment one month ago in Nate's is now worth about $1,539.00, so given the above example, using $1,539.00, a Nate's investment, given the same trajectory, would be worth $11.00 today.
Why is this important? Because Joseph Wade is running the sales and marketing for Nate's, allegedly financing the company, and speaks for the company at shareholder meetings. Investors see what he did to his own company. What do investors think he will do to theirs?
Nate and Wade must answer to shareholders.
In addition to fail to file the required SEC forms, potentially exposing NHMD investors to losses through fines, another disturbing question lurks: Did Wade file the 13g to hide his disbarment? Form 13g doesn't require personal background information, as does 13d. When the 13G was filed, it had not yet been 5 years since Wade's disbarment, meaning that it would have shown up on a 13D, but not the 13G. Was the reason to file 13g to purposely hide the disbarment? Regardless, it is a moot point because Wade was not eligible to file the 13g anyhow because of the control and influence he exerted and wielded at Nate's Food.
Why is Joseph Wade important? He owns more of the company than any other person, for one. He also speaks for the company at shareholder meetings, and he is in charge of online and brand store sales, not to mention he has helped finance part of the company. Some say he runs the company.
In addition to neglecting to file required SEC forms, Rule 10b-5 of the 1934 Exchange Act "prohibits misrepresentations, half-truths, omissions, and concealment of after-acquired information." "A misrepresentation is defined as a statement which conveys a false impression to a reasonable investor," and ... "makes it is unlawful for any person to make any untrue statement of a material fact or to omit to state a material fact necessary in order to make the statements made, in the light of the circumstances under which they were made, not misleading."
Arnold S. Jacobs, What Is a Misleading Statement or Omission Under Rule 10b-5? , 42 Fordham L. Rev. 243 (1973). Available at: ir.lawnet.fordham.edu/flr/vol42/iss2/2
Which brings me to my next point, Nate's Food management gives a lofty representation of Nate's that isn't reality. For example, they told shareholders that they would pay a dividend on sales of Nate's pancake product--The company hasn't made a dividend payment on sales, nor have they discussed the dividend since in the 10Q. Nate's indicated that insiders would make open market purchases of NHMD stock--Either they have done so and haven't reported, as required by the SEC, or they misrepresented their actions. The company said that they were going to build a factory in Indiana, which was recently dismissed as not important. Nate's said that they had an agreement to sell product in China. No talk of a deal since. This is just a small part of how Nate's management has tried to portray an illusion that they are something they're not.
It is time Nate's shareholders take Nate and his chums to task for the back room tactics perpetrated at headquarters.
Why Didn't Joseph Wade file a SEC Form 3 or SEC Form 13D, indicating more than 10% beneficial ownership in Nate's Food? WB Partners obtained this ownership through the 15,000,000 shares that were bestowed upon him by his pal, Nate for "consulting fees." Wade was required to file this form with the SEC within 2 days of a change in beneficial ownership of 10% or more.
Also, Wade filed a 13G filing when he received the initial 6,700,000 shares from Nate instead of a 13D filing. "To be able to file a 13G instead of a 13D, the party must own between 5% and 20% of the company. It must also be clearly understood that the party acquiring the stake in the company is only a passive investor, and does not intend to exert control. If these criteria are not met, and if the size in the stake exceeds 20%, a 13D must be filed."
http://www.investopedia.com/terms/s/schedule13g.asp#ixzz3ft6GjB9s
For one, Wade's ownership in Nate's Food among the companies that he controls exceeds 20% of Nate's Food outstanding, and, secondly, Wade is not a passive investor in Nate's Food; he does exert control and influence.
The SEC has been cracking down on companies and their officers for 13d violations, costing the companies and their officers millions of dollars.
Since Wade didn't file, does that expose Nate's Food to possible liability and monetary damages?
http://bit.ly/1L6KNq8
If you suspect that reporting guidelines are not being followed by insiders of Nate's Food, you can send an inquiry to the SEC, at the link below.
https://tts.sec.gov/oiea/Complaint.html
There is no correlation between share dilution and trading volume
NHMD can be diluted with millions of shares and have no trading volume. Investors should understand that dilution is the issuance of additional shares by the company, which is what NHMD has done to the tune of 15,450,000 shares or 25% additional dilution, decreasing ownership and share value of current shareholders.
Welcome, NHMD Investors. Investors should read below before investing.
1. Nate's runs a shameless hype machine to pump up the stock instead of focusing on real corporate strategy.
2. The guy pulling the strings is Joseph Wade Mezey. Check him out.
3. Insiders have millions in ultra cheap stock at .005 per share, ready to dump on the open market encumbering current shareholders.
4. 96% drop in product sales. 400 sold compared to 10,000 last round.
5. Nate said in conference call that it costs to much to produce and that online sales aren't what Nate's is about. That the only way to get volume is to go through retailers. Now, they are doing just the opposite by focusing on lemonade stand style kiosks and online. They lack a disciplined strategy.
6. Product price point is way too high. Effectively $20.00 a can after refrigerated shipping.
7. Huge conflict of interest. Nate receives millions in licensing fees and $7,500 per month plus royalty fees in a company that is owned by him and someone else, and he decides whether to sell those rights to NHMD.
8. Nate's touted model, Batter Blaster, was a market failure and went out of business.
9. Optics are bad. Management sneaks around using deceptive press releases.
10. 15,000,000 shares or 1/5 of Nate's given to Nate's pal, Joseph Wade.
11. Massive further stock dilution imminent when preferred shares convert.
12. No share buyback as previously indicated by Nate and his pals.
13. No dividend paid on product sales as previously hyped in press release by Nate and his pals.
14. Company files SEC filings late.
15. The business model doesn't work because the product has to be refrigerated, making it inconvenient for consumers and expensive to deliver, and the price point is too high to gain traction in the market.
If you like Nate's Pancake product, buy and eat while it lasts, but do yourself a favor, don't buy the stock.
More recent info? Shareholder meeting was less than a month ago. So I guess investors should discount everything said in the meeting because it's less than a month old?
Of course they are working on lowering product costs, but what they didn't say is that they had lowered product costs.
Before going out of business, don't you think Batter Blaster was desperately trying to lower costs too? Batter blaster allegedly sold $40 million worth of squirt pancakes and couldn't get the cost down enough to make a profit. Joseph Mezey, less than a month ago, said that Nate's would use the exact model as Batter Blaster and with the same margin per can and net profit per can, before overhead.
And isn't anyone concerned about the oddities contained in that July 10 press release? The discussions initially focused on international markets? A company with no sales domestically is going to meet with four companies with discussions to focus on international markets? Let me guess, the Chinese Amish are going to build a stick building for a factory in Beijing.
And four companies to manage the sales of Nate's product line? And these four companies have the capacity to buy large quantities of raw materials and will pay Nate's for all of the cost of production? This is all too much. Why would these entrepreneurs need Nate? They could just use ABCO under a different brand.
Nate's brand value equals selling 250 cans of squirt pancakes at a loss. It has no assets, no income, nor does it have qualified management.
The answer is that they float all of these impressive sounding words in their press releases, without having merit or truth, to manipulate investors. Stay away from companies like this.
Problem: According to Management, Big Box Unprofitable.
The faster company gets into big box, the faster the company goes in the hole.
According to Joseph Wade and Nate Steck during the latest shareholder meeting, Nate's will use the Batter Blaster model of $1.00 per can margin for big box and grocery store, and Joseph said that the total net margin, before overhead, would be $.05 per can. (See shareholder meeting audio at 36:15)
https://www.freeconference.com/Recordings/ConferenceRecording-15287114-686995.mp3
Now, let's say that Nate's sells $40,000,000 in product, which is the amount that Batter Blaster purportedly sold over the life of the failed company; using that amount, Nate's would need to sell 4,000,000 cans of Nate's Pancakes to equal $40 Million in sales ($40,000,000/$9.99 per can=4,004,004 cans). Easy enough to calculate.
Now, using Joseph and Nate's figure of $.05 per can net margin, before overhead, the total gross profit would be $200,000 (4,000,000 cans x $.05 per can). Using the overhead expenses taken from the latest 10Q, assuming the company doesn't spend any more (it would naturally have higher expenses if it sold more product), the company at $40,000,000 sales minus the $1,080,080 loss listed on the latest 10Q for the preceding nine months, would lose $880,080 or $.0114 per
Don't take my word for it, take Nate Steck and Joseph Wade Mezey's word for it. Investors should go to the shareholder meeting audio and do the math for themselves. It is real and truthful due diligence (DD).
https://www.freeconference.com/Recordings/ConferenceRecording-15287114-686995.mp3
Go to 36:15 on the audio.
It looks like it could be awhile before investors get any financial information from Nate's. The 10K is not due until August 31, 2015. The filing deadline for a 10K for non-accelerated filer is 90 days after the end of the fiscal year, which is May 31 for NHMD; therefore, if they are on time, it would be August 31, or if they are late it would be no later than September 15, 2015.
It gives Nate and Wade Mezey some time to cook up some zinger 8Ks while we are waiting.
http://www.sec.gov/answers/form10k.htm
Volume dried up, the dark cloud of dilution, and down 40% in one month. Let investors celebrate!