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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 5/16/22 NHMD Holdings, Inc. S-1 62:18M Pubco Reporting … Inc/FA |
Document/Exhibit Description Pages Size
1: S-1 Registration Statement (General Form) HTML 1.07M
2: EX-3.1 Articles of Incorporation/Organization or Bylaws HTML 23K
3: EX-3.3 Articles of Incorporation/Organization or Bylaws HTML 15K
4: EX-3.4 Articles of Incorporation/Organization or Bylaws HTML 15K
5: EX-3.5 Articles of Incorporation/Organization or Bylaws HTML 15K
6: EX-3.6 Articles of Incorporation/Organization or Bylaws HTML 16K
7: EX-3.7 Articles of Incorporation/Organization or Bylaws HTML 16K
8: EX-10.1 Material Contract HTML 21K
9: EX-23.1 Consent of Expert or Counsel HTML 15K
10: EX-FILING FEES Ex-Filing Fee HTML 19K
16: R1 Cover HTML 45K
17: R2 Condensed Balance Sheets HTML 108K
18: R3 Condensed Balance Sheets (Parenthetical) HTML 47K
19: R4 Condensed Statements of Operations HTML 97K
20: R5 Condensed Statements of Changes in Stockholders HTML 74K
Deficit
21: R6 Condensed Statements of Cash Flow HTML 86K
22: R7 Significant Accounting Policies HTML 124K
23: R8 Going Concern HTML 24K
24: R9 Prepaid Expenses HTML 19K
25: R10 Related Party Transactions HTML 23K
26: R11 Convertible Notes HTML 49K
27: R12 Derivative Liability HTML 40K
28: R13 Equity HTML 52K
29: R14 Bitcoin intangible assets HTML 27K
30: R15 Taxes HTML 34K
31: R16 Risks and Uncertainties HTML 21K
32: R17 Subsequent Events HTML 20K
33: R18 Significant Accounting Policies (Policies) HTML 147K
34: R19 Significant Accounting Policies (Tables) HTML 98K
35: R20 Convertible Notes (Tables) HTML 39K
36: R21 Derivative Liability (Tables) HTML 38K
37: R22 Equity Transactions (Tables) HTML 35K
38: R23 Bitcoin intangible assets (Tables) HTML 26K
39: R24 Taxes (Tables) HTML 33K
40: R25 Significant Accounting Policies (Details) HTML 26K
41: R26 Significant Accounting Policies (Details 1) HTML 29K
42: R27 Significant Accounting Policies (Details 2) HTML 53K
43: R28 Significant Accounting Policies (Details HTML 41K
Narrative)
44: R29 Prepaid Expenses (Details Narrative) HTML 28K
45: R30 Related Party Transactions (Details Narrative) HTML 41K
46: R31 Convertible Notes (Details) HTML 37K
47: R32 Convertible Notes (Details Narrative) HTML 81K
48: R33 Derivative Liability (Details) HTML 26K
49: R34 Derivative Liability (Details 1) HTML 35K
50: R35 Derivative Liability (Details Narrative) HTML 19K
51: R36 Equity (Details) HTML 36K
52: R37 Equity (Details Narrative) HTML 86K
53: R38 Bitcoin intangible assets (Details) HTML 24K
54: R39 Bitcoin intangible assets (Details Narrative) HTML 20K
55: R40 Taxes (Details) HTML 21K
56: R41 Taxes (Details 1) HTML 18K
57: R42 Taxes (Details 2) HTML 23K
60: XML IDEA XML File -- Filing Summary XML 97K
58: XML XBRL Instance -- nhmd_s1_htm XML 1.36M
59: EXCEL IDEA Workbook of Financial Reports XLSX 64K
13: EX-101.CAL XBRL Calculations -- nhmd-20220228_cal XML 96K
15: EX-101.DEF XBRL Definitions -- nhmd-20220228_def XML 302K
12: EX-101.LAB XBRL Labels -- nhmd-20220228_lab XML 579K
14: EX-101.PRE XBRL Presentations -- nhmd-20220228_pre XML 475K
11: EX-101.SCH XBRL Schema -- nhmd-20220228 XSD 121K
61: JSON XBRL Instance as JSON Data -- MetaLinks 222± 283K
62: ZIP XBRL Zipped Folder -- 0001640334-22-001017-xbrl Zip 179K
EXHIBIT 3.1
RESTATED ARTICLES OF
INCORPORATION OF
NHMD HOLDINGS, INC.
**************************************************************
The undersigned, acting as incorporator, pursuant to the provisions of the laws of the State of Colorado relating to private corporations, hereby adopts the following Articles of Incorporation:
ARTICLE ONE. (NAME)
The name of corporation is: NHMD HOLDINGS, INC.
ARTICLE TWO. (PURPOSES)
The purposes for which the corporation is organized are to engage in any activity or business not in conflict. with the laws of the State of Colorado or of the United States of America, and without limiting the generality of the foregoing, specifically:
I. (OMNIBUS). To have to exercise all the powers now or hereafter conferred by the laws of the State of Colorado upon corporations organized pursuant to the laws under which the corporation is organized and any and all acts amendatory thereof and supplemental thereto.
IL (CARRYING ON BUSINESS OUTSIDE STATE). To conduct and carry on its business or any branch thereof in any state or territory of the United States or in any foreign country in conformity with the laws of such state, territory, or foreign country, and to have and maintain in any state, territory, or foreign country a business office plant, store or other facility.
III. (PURPOSES TO BE CONSTRUED AS POWERS). The purposes specified herein shall be construed both as purposes and powers and shall be in no wise limited or restricted by reference to, or inference from, the terms of any other clause in this or any other article, but the purposes and powers specified in each of the clauses herein shall be regarded as independent purposes and powers, and the enumeration of specific purposes and powers shall not be construed to limit or restrict in any manner the meaning of general terms or of the general powers of the corporation; nor shall the expression of one thing be deemed to exclude another, although it be of like nature not expressed.
ARTICLE THREE. (RESERVED)
ARTICLE FOUR. (CAPITAL STOCK)
The corporation shall have authority to issue an aggregate of SIX BILLION FIVE HUNDRED AND FIFTY MILLION (6,550,000,000) shares of stock, par value ONE MILL ($0.001) per share divided into two (2) classes of stock as follows:
a) Non-Assessable Common Stock: Six Billion Five hundred Million (6,500,000,000) shares of Common stock, Par Value One Mill ($0.001) per share, and b) Preferred Stock: Fifty Million (50,000,000) shares of Preferred stock, Par Value One Mill ($0.001) per share.
All capital stock when issued shall be fully paid and non-assessable. No holder of shares of capital stock of the corporation shall be entitled as such to any pre-emptive or preferential rights to subscribe to any un-issued stock, or any other securities, which the corporation may now or hereafter be authorized to issue.
The corporations capital stock may be issued and sold from time to time for such consideration as may be fixed by the Board of Directors, provided that the consideration so fixed is not less than par value. Holders of the corporations Common Stock shall not possess cumulative voting rights at any shareholders meetings called for the purpose of electing a Board of Directors or on other matters brought before stockholders meetings, whether they be annual or special.
ARTICLE FIVE. (DIRECTORS).
The affairs of the corporation shall be governed by a Board of Directors of not more than fifteen (15) or less than one (1) person.
ARTICLE SIX. (ASSESSMENT OF STOCK).
The capital stock of the corporation, after the amount of the subscription price or par value has been paid in, shall not be subject to pay debts of the corporation, and no paid up stock and no stock issued as fully paid up shall ever be assessable or assessed.
ARTICLE SEVEN. RESERVED
ARTICLE EIGHT. (PERIOD OF EXISTENCE).
The period of existence of the Corporation shall be perpetual.
ARTICLE NINE. (BY-LAWS).
The Board of Directors shall adopt the initial Bylaws of the corporation. The power to alter, amend, or repeal the By-laws, or to adopt new Bylaws, shall be vested in the Board of Directors, except as otherwise may be specifically provided in the Bylaws.
ARTICLE TEN. (STOCKHOLDERS MEETINGS).
Meetings of stockholders shall be held at such place within or without the State of Colorado as may be provided by the Bylaws of the corporation. The President or any other executive officer of the corporation, the Board of Directors, or any member may call special meetings of the stockholders thereof, or by the record holder or holders of at least ten percent (10%) of all shares entitled to vote at the meeting. Any action otherwise required to be taken at a meeting of the stockholders, except election of directors, may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by stockholders having at least a majority of the voting power.
ARTICLE ELEVEN. (CONTRACTS OF CORPORATION).
No contract or other transaction between the corporation and any other corporation, whether or not a majority of the shares of the capital stock of such other corporation is owned by this corporation, and no act of this corporation shall be any way be affected or invalidated by the fact that any of the directors of this corporation are pecuniarily or otherwise interested in, or are directors or officers of such other corporation. Any director of this corporation, individually, or any firm of which such director may be a member, may be a party to, or may be pecuniarily or otherwise interested in any contract or transaction of the corporation; provided, however, that the fact that he or such firm is so interested shall be disclosed or shall have been known to the Board of Directors of this corporation, or a majority thereof; and any director of this corporation who is also a director or officer of such other corporation, or who is so interested, may be counted in determining the existence of a quorum at any meeting of the Board of Directors of this corporation that shall authorize such contract or transaction, and may vote thereat to authorize such contract or transaction, with like force and effect as if he were no such director or officer of such other corporation or not so interested.
ARTICLE TWELVE. (LIABILITY OF DIRECTORS AND OFFICERS).
No director or officer shall have any personal liability to the corporation or its stockholders for damages for breach of fiduciary duty as a director or officer, except that this Article Twelve shall not eliminate or limit the liability of a director or officer for (I) acts or omissions which involve intentional misconduct, fraud or a knowing violation of law, or (ii) the payment of dividends in violation of the Colorado Revised Statutes.
IN WITNESS WHEREOF, The undersigned has hereunto affixed his/her signature at Huntington Beach, CA, this 1st day of February, 2022.
By: Nate Steck
Its: President/CEO
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 9/13/23 Nate’s Food Co. 10-K 5/31/23 67:4.6M Pubco Reporting … Inc/FA 11/14/22 Nate’s Food Co. 1-A 5:1.4M Pubco Reporting … Inc/FA 9/20/22 Nate’s Food Co. 10-K 5/31/22 58:3.6M Pubco Reporting … Inc/FA 7/14/22 Nate’s Food Co. 8-K:1,3,5,7 7/08/22 14:241K Pubco Reporting … Inc/FA 5/16/22 Nate’s Food Co. 8-K:5,9 9/30/21 12:126K Pubco Reporting … Inc/FA |
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 7/29/14 Nate’s Food Co. 10-12G 5:564K Discount Edgar/FA |