lesn: So, I went back and read the 10 filing. Nate's was originally purchases by CCRA. Then, using Obama's JOBS Act, Nates did a reverse merger with its acquirer by doing a common stock to preferred stock exchange. In both cases, the exchange occurred between existing shares (albeit the preferred shares were showroom new). Then the symbol was changed, but they kept the share structure of CCRA. Using Obama's JOBS Act is a very unusual move - the first time I have seen it and it is not legal (yet). What you seem to be proposing is common stock to common stock exchange in the absence of existing common stock shares for either company. There really is no similarity between the RTM scheme and Nate's.
Read more here: There is no public market for our Common Stock… There has not been a market for our Common Stock. We are an “emerging growth company,” as defined in the JOBS Act. This is an Exchange Act registration statement and not a registered offering of securities. For the period ending May 31, 2014, the Company had $3,500 in operating expenses. These expenses related to setting up the company after the reverse merger. On May 19, 2014, the acquisition closed and under the terms of the agreement Nate’s Pancakes was the surviving entity. The Company selected May 31as its fiscal year end. Sale of Unregistered Securities. 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. Item 11. Description of Registrant’s Securities to be Registered
(a) Common Stock.
The Certificate of Incorporation, as amended, authorizes the Company to issue up to 300,000,000 shares of Common Stock ($0.0001 par value). As of the date hereof, there are 61,200,000 shares of our Common Stock issued and outstanding, which are held by 11 shareholders of record. All outstanding shares of Common Stock are of the same class and have equal rights and attributes. Holders of our Common Stock are entitled to one vote per share on matters to be voted on by shareholders and also are entitled to receive such dividends, if any, as may be declared from time to time by our Board of Directors in its discretion out of funds legally available therefore.
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