Nate's Food Company (NHMD)

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(b) The Series B Preferred converts into Common Stock at a ratio of 1:1,000. However, the Series B may not be converted for a period of 12 months.



On May 12, 2014, the Company executed a reverse merger between the Company and Nate’s Pancakes whereby Nate’s Pancakes was the surviving entity and become a wholly owned subsidiary of the Company. The Company issued 148,115 shares of its Series B Preferred Stock in exchange for the 148,115 shares of Nate’s Pancakes.

On May 20, 2014, the Company issued 1,250 shares of Series B Preferred Stock and 600,000 common shares to a consultant for services provided to the Company



The following table sets forth, as of the date of this filing, certain information concerning the beneficial ownership of our common stock by (i) each stockholder known by us to own beneficially five percent or more of our outstanding common stock; (ii) each director; (iii) each named executive officer; and (iv) all of our executive officers and directors as a group, and their percentage ownership and voting power

(c)

Nate Steck is entitled to 50,250,000 shares of Common Stock upon the conversion of his Series B Preferred




(d)

Marc Kassoff is entitled to 50,250,000 shares of Common Stock upon the conversion of his Series B Preferred




(e)

Tim Denton is entitled to 15,000,000 shares of Common Stock upon the conversion of his Series B Preferred




(f)

Jeremy Kaplan is entitled to 15,000,000 shares of Common Stock upon the conversion of his Series B Preferred




(g)

The officers and directors have the right to receive 130,500,000 shares of Common Stock upon the conversion of the Series B Preferred.

IN WITNESS WHEREOF , this Certificate of Designation is executed on behalf of the Corporation this 15 th Day of May 2014.



http://www.otcmarkets.com/edgar/GetFilingHtml?FilingID=10116626