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Of course they're converting. The 10K, if they would have put it out on time, is for the period ending May 31, 2015, 108 days ago. It won't show anything recent, but who would possible believe that "they have no intention of converting and selling"? Of course they do. That is why they raised the A/S to 500 million. Why else would they need to do that? Never mind. It's not even a question of whether they are and will be converting.
200+ Million is not enough shares to convert. Nate and his pals have 150 million shares that they have or will be converting from Series B. Those shares will need another 150 million to convert to Series E, which is 300 million plus another 80 million for share holders plus shares for the toxic debt plus shares for Wade's warrants. That puts the total just under 500 million, and big box deals have nothing to do with the share conversion, other than if they don't convert, they give away 30% of the company to unsophisticants. That's not going to happen, unless they are "idiots."
Unfortunately for investors, the point is that the interest in Batter Blaster was three years ago, not now.
Batter Blaster is an archive of failure, a record of what not to do.
Batter Blaster executed on a scale an order of magnitude better than Nate-Cakes, and it still went out of business. At least Batter Blaster could get a purchase order and sold cans where the stuff actually came out of them.
If Batter Blaster, more than likely due to the guy who was actually running the company (Sean O'Connor) can't make it work, then how can his inferior copy-cat side kick, Nate Steck, who doesn't know enough about business to make timely filings, make it work?
And unfortunately for investors, they are being dragged down by this idea that the best thing to do is follow an failed model with inferior management.
It just boggles the mind.
I hate to break it to investors, but Batter Blaster went out of business years ago. The last post on Facebook was over three years ago and the telephone number has been disconnected.
The company went defunct making the same product that Wade and Nate are schlepping to investor- customers, except, according to the poor guy in post# 33300, Nate and Wades concoction doesn't come out of the can, and at $10.00 a can, it should at least come out.
Anyhow, this is a good time for investors to break away from Wade and Nate's shenanigans and dump the shares to less sophisticated chaps.
NHMD Misses Second 10K Filing Deadline, jeopardizing listing on OTC BB.
Nate Steck has failed to file appropriate SEC filings, which are required to stay listed on the Bulletin Board, which isn't NASDAQ and is typically a place where companies are risky.
Now, Nate has investors in a tough spot.
Investors face having their shares sent down to the utter darkness of stock trading, where reporting is not required and where a large majority of the companies trade under a penny.
This is not good for Nate's Food investors.
Just all of it except for the dog eating the 10K because that would assume Nate actually prepared one. The rest of it is the story of Nate's.
Are investors really going to continue to buy Wades (WHMD) when they haven't been honest with and transparent with shareholders, and they can't even successfully deliver shelf cakes (post #33300)?
These pinkies to be, once they fail to file reports - like Nate's - eventually get shuffled to the pinks and trade at the very bottom of the sub-penny range.
Prospective investors need to be aware that investing in Nate's means that they will have 1/2 of their shares locked up in Nate's vault until this thing gets shuffled to the pinkies, then it doesn't really matter, it just becomes shelf paper for Nate and Wade's vault.
They should also know that they will be bombarded with deceptive 8k's from the Nate.
Investors would be wise to steer away from NHMD because the trajectory of events are headed in the wrong direction.
Recap:
1. The Dog Ate Nate's 10K and investors get to reap the consequences.
2. Nate devises plan to lock up 1/2 of current investor's shares for 1 year.
3. Ongoing, massive dilution will wash investors up on the shore of unworkable cans of Wade-Cakes.
4. Highly dilutive, toxic debt only adds to the pain.
5. No Indiana factory (lie), No China deal (lie), No share buyback (lie), No purchase orders (lie), No 10,000 Nate-cake purchase (lie and deception), flipping millions of shares to Nate's pals (unscrupulous).
Yeah, doubling the shares and adding hundreds of millions of new shares makes this a wonderful share structure.
Does anyone believe that Nate is sitting in his run-down apartment asking himself whether or not he should convert his Series B shares so that he can receive Series E shares so that he convert those into common shares a year from now, nabbing 30% more of the company. Of course not. That wasn't even a decision. And if he didn't convert, who would want to follow an idiot?
As if it is not convoluted enough to try and follow this shell game, it is even more ridiculous to think that Nate is going to let 30% of his company go to wet bag investors just because he appreciates them and wants to reward them. This whole business of not diluting rhetoric is not even on a serious level. Of course he has and will convert, and of course it is and will be diluting on a massive scale.
I can't stop thinking about the guy in post #33300. He order 5 cans of Nate's no-cakes, all of which the batter did not come out, he then ordered 5 more, same result. According to this guy, Nate couldn't even, on two tries, deliver one can out of ten that worked. What a bunch of losers; then this poor guy said he lost $20,000.00 buying this hyped up POJ all because a couple of posers peddling a noxious, dilutive brew of toxic stock that has plummeted 80% in value over the last year. This is a sad story of a baby-faced, believable chef hooking up with a bad news disbarred attorney, padding their pockets with investor's money.
Seriously, investors should not gloss over the facts. By not filing the 10K on time, this just got real. This isn't some back and forth mealy mouthing. I mean, what a blow to confidence for shareholders. Nate and the pancake mafia talk about up-listing but they can't even make timely filings on the OTC BB. Nate's is much closer to delisting off of an exchange for losers than up-listing to anything better.
This is the same trajectory as Wade's other companies. First: hype tactics, shell game maneuvers, missed filings, then delisting along with an announcement by the company that it is just too expensive and too hard to make financial filings, followed by the company's stock plummeting to .00?--sub-penny.
This is the same guy that said it was really hard to ship 100 cans of shelf batter. These guys are bona fide losers and some of them verified crooks. Why on earth would anyone invest their hard earned money in losers and crooks? If the writing has ever been on the wall, it is now.
That's why they are raising the authorized to 500 million shares. Do you really think Wade and Nate are so dumb that they're going to give their company away to wet bag shareholders?
NHMD will be delisted way before a year from now if they don't file their quarterly and annual statements. They are already late on the most important filing statement of the year. Who is to say that they will even be trading.
No takers on Nate and his pals converting their shares before the dividend ex-date, huh?
NHMD stock price will drop to reflect the split for something that is worth half as much due to the fully dilutive effect of the ownership in the company. Investors should stop thinking about just common shares being dilutive. They should look at ownership of the company being diluted. Otherwise, Nate and Wade could just continue issuing themselves series F, G, H, I, J, K… and under the current theory that it doesn't matter, it's free!!!, it doesn't hurt anybody in the price stays the same while we keep issuing hundreds of millions of shares. Issuing more shares for zero dollars in return doesn't create value, therefore, you can't have more shares at the same price unless value has been added. Otherwise, according to what is being said, the series E shares are worthless.
Does anyone not believe that Nate will exercise his Series B preferred so that he will be eligible for the share dividend?
And what about the other directors and preferred shareholders,?
If it's free, then why doesn't Nate give everyone a billion shares. Why not? It's free, right? Sadly, no.
If Nate announced tomorrow that he is giving every shareholder 1,000 shares for each share owned that would make every share worth $35.00 a piece, and the company capitalization would be $2.7 Billion, why not? Isn't it free? Wade can just print
money in the form of shares, right?
It doesn't work that way.
The company value remains the same so you adjust the price of each share downward to account for the extra issuance of new shares.
This is nothing but a facade. Wet bag investors are getting duped.
The Reason to Sell Now is because Nate is cutting the value of each current share in half and not allowing investors to get to the other 1/2 until next year, if Nate is even around next year. Nate's company, Batter Blaster was a flash in the pan.
Investors don't have anything from this dividend.
Whoever owns the stock on Ex-date is stuck for a year, and when the realization that, right now, fully dilutive shares is almost 500,000,000, the stock will tank.
You don't get shares for free. There's no such thing. It's like inflation, the more money there is the less it's worth.
What investors are seeing right now is a bull trap by the market maker to ride investors up the ladder and then buy back their stock when it's less than a penny, and a desperation move on Wade and Nate's part in an attempt to bolster interest to make up for all of the other lies and failed promises and missed filing deadlines.
The so called "dividend" is nothing more than a stock split. Once the dividend is transferred, by procedure, NHMD will drop to 1/2 of its current value. So what happens is investors will have more shares that are worth less.
Wade is raising the float, raising outstanding, and raising authorized, but to unsophisticated investors this "dividend" sounds good.
The kicker is that when the stock price is adjusted to 1/2 of its current value, the other 1/2 of the value is transferred to restricted shares that are tied up for a year, which investors can't sell until then. This is a penny scam coup on investors, and investors are jumping up and down about it. Go figure.
Not true. 15,000,000 owned by Wade divided by 77,250,000 is 19% ownership. He's an insider. It's simple math. Glad that's settled.
I'm still trying to figure out what is Phase 3. One company filing says 100,000 cans a week, the other says it is big box deals, which can't be right because that was supposed to come after Infomercials and QVC in Phase 1 and 2. It would be just like Nate and Wade to move the Phase 3 term around in their never ending shell game.
But this is a coup. Nate and Wade have engineered a deception to bamboozle investors.
Investors that know how stock dividends and splits work know that dividends don't increase the value of the company, rather they reduce the value of current shares to adjust for the additional shares given.
A quick Investopedia article discussing dividends will illuminate this fact. The difference with Nate and Wades scheme is that they are going to reduce your current share ownership in exchange for the locked up shares they are going to give you.
It would be an ultra stupid move for an investor to give up their right to sell half of their current ownership when they can just wait until the split and then buy the post issue adjusted price. It is real simple.
However, the thought of what Wade and Nate are trying to do such a thing should give investors pause.
If what you say is true, then all the more reason for investors to flee before Nate and Wade put the shackles on any unsuspecting investors.
I'm fairly certain that this doesn't apply to dividend shares. There shouldn't be any problem converting the shares. I don't think an opinion letter is needed either.
However, the more severe implication is that investors will have one half of their current investment tied up by Nate and Wade for over a year, needlessly. It absolutely makes no sense other than trying to restrict sales of current ownership. It is a scheme, a stratagem, a deception. Investor should ask themselves, why does there need to be a restriction on the dividend shares? The underlying reason is so that Nate and Wade can tie up investor money and take away investor choice.
Any investor buying or not selling before Ex-date is a willing submission of investors to say to Nate and Wade, please take one half of my investment that I made today and tie it up for the next year without my consent.
Investors should stop being so giddy about cans of aerosol pancakes that don't work and more concerned with their money. This is not fairytale stuff, the scheme that Nate and Wade has laid before investors is exactly what it seems, only they want it to sound good and create hype, so they wrap it in the form of a dividend.
This type of behavior has been ongoing since the start of the company. Deceptive 8k's, failed promises, and missed expectations.
Just ask the poor guy in post # 33300, Who lost over $10,000 believing in this senseless hype. Now, if he doesn't sell He will take a loss, and one half of his remaining shares will be locked up in Nate and Wade's vault for at least another year. Despicable.
I'm not sure whether an opinion letter is required in this case, but if one is, Nate would be putting an extreme hardship on investors who may not own a large amount of stock. One can imagine how a $250.00 opinion letter would be a hardship for an investor that owns $1,000 worth of stock. It would rob 25% of their entire holdings.
I don't think Nate and Wade have thought through this well. They are expecting that just because they are dealing with penny stock investors, that those investors are unsophisticated, and for the most part they may be right, but there are a few who are sophisticated and they aren't fooled that easily.
Nate and Wade are on the cusp of getting away with a big sham on investors. They are literally days away from taking 1/2 of all the value of the shares of current investors and locking up that money for a year. That is what is happening with this stock dividend / split. They issue as many shares as exists now and lower the stock price by 1/2, but there's a twist, the other 1/2 they don't let investors have for over a year. So Nate take's the money investors have in NHMD now and sock it away without investors approval, for a year. It's despicable. The only thing investors can do is to sell their shares before the ex-date coming up.
If investors want to buy into Nate's ambush, they can buy now, or they can buy after the post split price adjustment, that way they their investment isn't tied up for over a year. The result is the same. This so called dividend share issuance is nothing more than a stock split, which will increase outstanding to nearly 500,000,000 shares and cut the price of the stock in half. It is curious to me why more investors don't perform proper due diligence.
Oh, and by the way, the 10K will only report additional shares up to the end date of the 10K, which is 105 days ago. Of course, Nate won't issue an 8k with real information, such as dilution from that time until now. Investors will have to ferret that out on their own or wait until the next 10Q.
Real DD Proof is when an Investor Loses because Nate and Wade can't successfully make and test a product that they are sending to their own investors. That is the height of ineptness, and is partially the reason NHMD has dropped 80% over the last few months.
Nate and Wade also believe that they can deceive and lie to investors and expect that, somehow, it won't destroy trust. Why are they forward splitting the stock by two and calling it a dividend? Why not give investors the cash dividend they already promised, now. It is so that they can lock up 1/2 of all current investor's money for a year--so that investors can't sell.
Where is the cash dividend they promised? They lied. Where is the insider share buyback? They lied. Where is the Indiana factory? They lied. Where is the China deal? They lied. Where are the big purchase orders? They lied. Where did the phantom 10,000 cans go? They lied. This company lies to investors. Why would any investor want to invest in ex crooks that lie to them? It boggles the mind.
This poor guy, who couldn't even get the product he ordered, is now having to reap the massive losses in his stock account because Nate and Wade are playing the deception game.
Investors have a choice. They can square up to Nate and Wade and throw their worthless, stinking shares back in their face and let them know that investors are wise to this dividend ploy, but investors better hurry because ex-date is approaching and if they're not out before then, they are stuck with something that may not exist in a year.
Free Share Myth. There aren't any free shares. The dividend will act as a stock split from a dilutive standpoint but will restrict the additional shares for at least a year. It allows Nate and his pals to receive 300,000,000 shares of NHMD. That is why the A/S has to be increased to 500,000,000. No value is added in this transaction. The total share amount will increase and the stock price will be adjusted downward to 1/2 of current value. In essence, Nate takes investor's current shares, cuts them in half and restricts the other 1/2 of what they already own for at least a year--so they can't sell. Devious at best.
Think about it--when there is a stock dividend or split, the total company value remains the same, but the share amount increases in proportion to the dividend or split, so what happens next is that the value of each share must be reduced to account for the additional shares, but since they restrict when investors can convert and therefore sell the other shares, they are cutting the value of all investor shares in half now and will give them the other 1/2 back in a year.
Investors should be incensed because Nate and his pals just locked 1/2 of investor current money up for a year. The only thing investors can do about it now is to sell before the ex-date, and time is running out. Again, the only thing investors can do to keep 1/2 of the current value of their NHMD holdings locked up for a year is to sell before the ex-date; otherwise, 1/2 of their current holdings are restricted for a year. Sure, you'll get the 100% of the shares you own now, but they will own be worth 1/2 as much. The other 1/2 is locked up by Nate. It's a chess move and investors are about to get check-mated.
This move is not beneficial to current shareholders. It is another Nate and Wade deception to sound good on the surface but with devious underpinnings. Investors should get out now while they can. If someone doesn't agree with me then tell me the purpose of restricting the dividend shares for a year. If it is for current shareholders, why not give them their shares now? Not only are they not giving shareholders anything, they are robbing them of 1/2 of their current share value for a year. Investors should sell immediately.
And what if Nate and Wade can't meet their objectives over the next year, you lose 1/2 of your current value. You are robbed of your money and your choice. Right now, investors can sell 100% of what they have but if they wait until the ex-date, they will only be able to sell 1/2 of their holdings. This is not free shares, it is theft of 1/2 of investor money for the next year.
Here is a real simple way to see how this stock dividend works in this case: suppose someone says, "hey, I will give you two (2) fifty cent coins for your one dollar coin. At first two of something seems good until you realize that the value is the same, they really gave you nothing extra. Now, what if he said, I will give you two (2) fifty cent coins for your one dollar coin but he also said I'm only going to give you one of the fifty cent coin now and I will give you the other in a year, except you don't know if he will have it in a year. That is exactly what is going on here. Investors should sell now while they have the chance.
The preferred carries the value of the converted common at the time of the payment date for the preferred and realized on the ex-dividend date, which means that the stock price will be adjusted for that value not when the stock is converted but rather on the ex-date of the preferred, which means that the stock price will be cut in half but the benefit of the conversion won't come until at least October 2016.
500,000,000 total shares is required because Nate and his pals have or will be converting, before the ex-dividend date, their preferred shares into preferred shares, which is convertible to 150,000,000 new common shares. This will give Nate and his pals an additional 150,000,000 shares for a total of 300,000,000 shares, which doesn't leave enough for other shareholders, therefore, they need to raise the authorized to 500,000,000. The total outstanding after Nate and his pals and shareholders convert, along with Wade and other dilutive financing shares, the outstanding shares will be right at 500,000,000 shares, a 600% increase in current outstanding. This is massive dilution on a massive scale. The outstanding will increase to 500,000,000 while investors will only increase the float (54,403,000)x 2, which is 108,806,000, compared to 500,000,000 outstanding, diluting their current ownership from 70% to about 20%.
Nate and his pals will get 300,000,000 new shares.
Also, "dividends are not free money - the price of the stock is reduced by the amount of the dividend at the open of trading on the ex-dividend date, so investors will see the current share price drop to account for the fact that the company isn't any more valuable but has more shares. Theoretically, the share price should drop in half on the ex-date to account for the additional share issuance, just like a stock split.
Just made good old-fashioned pancakes with my daughter. It only took about 5 minutes and was delicious, and for about a tenth of the cost of Nate's aerosol batter that sits on the shelf for weeks awaiting consumption, it is just a no-brainer to make superior homemade (not Nate's stale-made) pancakes for a fraction of the cost. And it was fun!
"It's Clear as Day" ... Over 500k shares on the bid for two weeks and no selling."
That's an interesting concept. No selling and yet NHMD dropped 28.89% in those two weeks.
In Nate's bizarro world selling makes a stock price go up, longs want the stock price to go down, late SEC filings are no big deal, and the outstanding shares increasing 25% is not dilution.
Nate and his pal Wade, whom Nate has paid hundreds of thousands of dollars to ensure that NHMD filings are on time, can't seem to put together a 10K within 90 days after the year end, which is not a surprise because Wade has continued to show wanton disregard for federal filing laws by not filing required insider holding forms.
All of this has contributed to the precipitous price drop over the last year of more than 80% in the tank, while wet bag investors continue to throw good money after bad. The bizarro world is a strange place to be.
Yes, it is possible for NHMD to go lower. All one has to do is sell one's shares. The stock is so illiquid that small share selling will drive the price much lower, or one can just experience inept mismanagement of the company by Wade and Nate, which will drive the price much, much lower in the future.
If the bid is stacked with cash, the ask is stacked with cheap shares because the stock has dropped over 80% from its high a few months ago. I don't guess it really matters if that is dilution, what really matters is the desolation and decimation that has been wreaked upon unsuspecting and unsophisticated shareholders.
For the record, outstanding shares has increased 25%, and with all of the new dilutive financing, we can expect millions more diluting current ownership. That, combined with over 100 million shares owned by insiders, which is now unrestricted, is a witches brew for an avalanche of massive, inescapable share dilution, choking down current ownership and taking money from small time, wet bag investors and transferring it into the bank accounts of company insiders, Wade and Nate included.
If one doesn't believe that the shares are being diluted, they should read the company's SEC filings. It's of no effect that there hasn't been new agreements to dilute the stock in the last few months. What has been put in place to dilute the company is more than sufficient to drown current shareholders with new stock.
Of course, shareholders have no excuse for being upset when NHMD is in the tank, because the due diligence is right in front of them. All they have to do is read it.
Nate's does not have a board of directors. What they do have are a couple of penny stock promoters that are hyping investors so that Nate and Wade can take their newly minted chips to the wet bag penny stocker window to cash them out.
Officers of a corporation usually take on the title of director, but that only conveys status. A true board, made up of independent directors, allows for partially unbiased decision making and strategy formation.
Nate's November 2014 10Q Filing said:
"The reason we believe our disclosure controls and procedures are not effective is because:
1.No independent directors;
2.No segregation of duties;
3.No audit committee; and
4.Ineffective controls over financial reporting."
Nate's 10Q also said:
"Independent Directors : The Company intends to obtain at least 2 independent directors at its 2015 annual shareholder meeting. The cost associated to the addition in minimal and not deemed material."
Didn't happen.
Nate's February 2015 10Q states:
"Independent Directors : The Company intends to obtain at least 2 independent directors at its 2016 annual shareholder meeting. The cost associated to the addition in minimal and not deemed material."
Didn't happen.
A board made up of independent directors and an audit committee made up of independent directors is what Nate said that they needed and would do, but, of course, it never happened.
This kind of loose style is why these guys are running amuck, breaking federal filing laws, issuing deceptive press releases, and diluting investors shares with fully dilutive financing and share giveaways.
It is the story of Wade's Waffles on Nate's wild frontier.
Phase 3 doesn't exist. Just like all those vapor shares, Nate's phase 3 is a vapor phase. It is merely a ploy to hype unwary investors. It is Nate and Wade's exit strategy. They know it. That is why they are scrambling to find other sales channels to replace the original strategy that was never going to work, but the reality is, the business model is insolvent. Nate's Pancakes is dying a slow death just like Batter Blaster did. Listen, I think I hear the fat lady singing, already.
Then why is all of the revenue of the company coming from Wade?
Why is Wade the largest common shareholder?
Why is Wade loaning the company money?
Why does Wade speak at shareholder meetings on the behalf of Nate's?
Why did Wade organize the company under its current structure?
Why is the Indiana plant land owned by Wade's top Colonel?
Why is the money to purchase equipment coming from Wade?
Why is this company called Nate's Pancakes when it should be called Wades Waffles?
Nate is just one of Wade's naïve pawns for Wade to cash out his chips and to deceive wet bag holders of NHMD.
Wade is not on the board. Neither is Nate, because there isn't a board of directors. That is part of the problem. No oversight. Just a couple of Pennystock promoters running around gathering up investor's chips.
Joseph Wade still owns NHMD or the required regulatory filings would prove otherwise, unless he broke the law again and didn't file.
Also, his company, 1pm, is outselling the marketing and selling prowess off his inferior counterpart, Nate Steck, who sold less than 500 cans. Joseph has allegedly sold $5,000 of profitless pancakes at a secret, unnamed event. Of course it is a good thing that Wade sold them directly to the public because earlier this year he bemoaned how difficult it is to ship even 100 cans of foamy pancakes.
What a duo: a guy that can't sell pancakes and another that can't ship them.
Of course, Wade is the lead in this duo; he talks over his lesser counterpart, Nate, at shareholder events, he leads the company's sales department, and if you believe the 10Q, he is the largest common shareholder of Nate's Food.
Yep. It's definitely Wade's company as much as it is Nate's. At least for now.
Back to $.02 Should Make Bizarro Longs Happy Once Again. Every step down gets them closer to $.0001 that they hope for.
NHMD Net Loss Nine Months Ended Feb. 28, 2015 ($1,186,080) / 250 cans = $4,744.32 Cost Per Can.