SCHEDULE 14C INFORMATION
Information Statement Pursuant to Section
14 (c)
of the Securities Exchange Act of 1934
Check the appropriate box:
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Preliminary Information Statement
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Confidential, for Use of the Commission Only (as permitted by Rule 14c-5 (d)(2))
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Definitive Information Statement
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ATVROCKN
(Name of Registrant as Specified in Its
Charter)
______________________________
Payment of Filing Fee (Check the appropriate box):
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No fee required.
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Fee computed on table below per Exchange Act Rules 14c-5(g) and 0-11.
1)
Title of each class of securities to which transaction applies:
2)
Aggregate number of securities to which transaction applies:
3)
Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule
0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):
4)
Proposed maximum aggregate value of transaction:
5)
Total fee paid:
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Fee paid previously with preliminary materials.
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Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify
the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration
statement number, or the Form or Schedule
and the date of its filing.
1)
Amount Previously Paid:
2)
Form, Schedule or Registration Statement No:
3)
Filing Party:
4)
Date Filed:
ATVROCKN
2251 N. Rampart Blvd., Suite 207
Las Vegas, NV 89128
(573) 207-5517
WE ARE NOT ASKING YOU FOR A PROXY
AND YOU ARE REQUESTED NOT TO SEND
US A PROXY
To the Holders of Common Stock of ATVROCKN:
ATVROCKN (the “Company”, “we”, “us”,
or “our”) is providing to you the following Information Statement to notify you that our Board of Directors and the
holders of a majority of our outstanding shares of common stock have executed and delivered a written consent to effect the following
corporate actions.
The actions to be effective 20-days
after the mailing of this Information Statement are as follows:
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1.
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To change our corporate name to Ameritek Ventures.
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WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED
NOT TO SEND US A PROXY.
THIS IS NOT A NOTICE OF AN ANNUAL
MEETING OR SPECIAL MEETING OF STOCKHOLDERS AND NO STOCKHOLDER MEETING WILL BE HELD TO CONSIDER ANY MATTER WHICH WILL BE DESCRIBED
HEREIN
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Pursuant to Rule 14c-2 under the Securities
Exchange Act of 1934, as amended, the corporate actions will not be effective until at least 20-calendar days or June 16, 2017,
after the mailing of this Information Statement to our stockholders. Therefore, this Information Statement is being sent to you
for informational purposes only.
Stockholders of record at the close
of business on
June 16, 2017
(the “Record”) are entitled to notice of this stockholder
action by written consent. Stockholders representing a majority of our issued and outstanding shares of Common Stock have consented
in writing to the actions to be taken. Accordingly, your approval is not required and is not being sought. Moreover, you will not
have dissenters' rights.
Attached hereto for your review is an
Information Statement relating to the above described action.
By Order of the Board of Directors,
/s/ Frank William Rycraft, Jr.
Frank William Rycraft, Jr.
Chief Executive Officer
June 16, 2017
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THIS INFORMATION STATEMENT IS BEING PROVIDED
TO
YOU BY THE BOARD OF DIRECTORS OF THE
COMPANY
WE ARE NOT ASKING YOU FOR A PROXY AND
YOU ARE
REQUESTED NOT TO SEND US A PROXY
INFORMATION STATEMENT
June 16, 2017
GENERAL INFORMATION
This Information Statement has been
filed with the U. S. Securities and Exchange Commission and is being furnished, pursuant to Section 14C of the Securities Exchange
Act of 1934, as amended (the “Exchange Act”), to the holders (the “Stockholders”) of the common stock (the
“Common Stock”) and voting preferred ("Voting Preferred Stock"), par value $0.001 per share, of ATVROCKN,
a Nevada corporation (the “Company”), to notify such Stockholders of the following:
On or about
March 28, 2017, the Company received written consents in lieu of a meeting of Stockholders from one stockholder, who owns 5,100,000
voting shares representing approximately 73.91% of the
6,900,004
shares of the total issued and
outstanding shares of voting stock of the Company (the “Majority Stockholders”) authorizing the Company’s Board
of Directors to change the corporate name of the Company to Ameritek Ventures.
On March
28, 2017, the Board of Directors of the Company approved the above-mentioned actions. The Majority Stockholders approved the action
by written consent in lieu of a meeting on March 28, 2017, in accordance with the
Nevada Corporate law
.
Accordingly, your consent is not required and is not being solicited in connection with the approval of the action.
WE ARE NOT ASKING YOU FOR A PROXY
AND
YOU ARE REQUESTED NOT TO SEND A PROXY
CORPORATE ACTION #1
Corporate
Name Change to: AMERITEK VENTURES
ACTIONS TO BE TAKEN
Our Board of Directors and majority
shareholders approved a corporate name change from to “Ameritek Ventures” from “ATVROCKN.” Management believes
that changing our name to Ameritek Ventures will give the Company an improved identity.
Once we complete the name change, we
will need to apply for a new CUSIP number. We will not be changing our symbol with OTC Markets. We will report our new CUSIP number
in a Current Report on Form 8-K once it is established.
The Company's Certificate of Amendment
to the Articles of Incorporation shall be filed with the Nevada Secretary of State so that Article 1 of the Certificate of Incorporation
shall be as follows:
ARTICLE ONE
1. The name of corporation is: Ameritek Ventures
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RECOMMENDATION OF THE BOARD OF DIRECTORS
The Board
of Directors of the Company believes that the stockholders of the Company will benefit from the corporate name which will
give
the Company a new identity
. No assurances the corporate name change will have any effect on the business.
REGARDING THIS INFORMATION STATEMENT
The entire cost of furnishing this Information
Statement will be borne by the Company. The Company will request brokerage houses, nominees, custodians, fiduciaries and other
like parties to forward this Information Statement to the beneficial owners of the Common Stock held of record by them and will
reimburse such persons for their reasonable charges and expenses in connection therewith. The Board of Directors has fixed the
close of business on June 16, 2017, as the record date (the “Record Date”) for the determination of Stockholders, Warrant
Holders and Options Holders who are entitled to receive this Information Statement.
Each share of our common stock entitles
its holder to one vote on each matter submitted to the stockholders. However, because the stockholders holding at least a majority
of the voting rights of all outstanding shares of capital stock as of the Record Date have voted in favor of the foregoing actions
by resolution; and having sufficient voting power to approve such proposals through their ownership of the capital stock, no other
consents will be solicited in connection with this Information Statement.
You are being provided with this Information
Statement pursuant to Section 14C of the Exchange Act and Regulation 14C and Schedule 14C thereunder, and, in accordance therewith,
the forgoing action will not become effective until at least 20 calendar days after the mailing of this Information Statement.
This Information Statement is being
mailed on or about June 16, 2017 to all Stockholders of record as of the Record Date.
OUTSTANDING VOTING SECURITIES
On or about
March 28, 2017, the Company received written consents in lieu of a meeting of Stockholders from one stockholder who owns 5,100,000
voting shares representing approximately 73.91% of the
6,900,004
shares of the total issued and
outstanding shares of voting stock of the Company.
The Majority Shareholder executed and delivered to the Company
a written consent approving the action set forth herein. Since the action has been approved by the Majority Stockholders, no proxies
are being solicited with this Information Statement.
On March 28, 2017, the Board of Directors
approved the corporate name change to Ameritek Ventures.
Nevada Revised Statute 78.2055
,
provides in substance that unless the Company’s Articles of Incorporation provides otherwise, stockholders
holding
a majority of the voting power of the affected class or series
may take action without a meeting of
stockholders and without prior notice if a consent or consents in writing, setting forth the action so taken, is signed by the
holders of outstanding stock having not less than the minimum number of votes that would be necessary to take such action at a
meeting at which all shares entitled to vote thereon were present.
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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
OWNERS AND MANAGEMENT
The following table sets forth certain
information regarding the beneficial ownership of all shares of the Company’s common stock owned on the Record Date for (i)
each person who owns beneficially more than five percent of the outstanding shares of common stock, (ii) each of our directors
and named executive officers, and (iii) all directors and officers in a group:
TITLE OF CLASS
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NAME OF BENEFICIAL OWNER AND POSITION
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AMOUNT AND NATURE OF BENEFICIAL OWNERSHIP
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PERCENT OF CLASS BEFORE CONVERSION(1)
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PERCENT OF CLASS AFTER CONVERSION(2)
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Common Stock
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Mark Cole (3)
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5,100,000
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73.91%
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26.63%
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Common Stock
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Hal B. Heyer, M.D. (4)
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1,500,000
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21.74%
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7.83%
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Ownership upon conversion of Shareholders'
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preferred stock
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Common Stock
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Legal Beagle Services (5)
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12,250,000
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0.0%
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63.97%
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Preferred Stock
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Legal Beagle Services(5)(6)
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122,500
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100%
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100%
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DIRECTORS AND OFFICERS AS A GROUP
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(1 person)
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1,500,000
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21.74%
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7.83%
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(1) Percent of Class based on 6,900,004 shares
before conversion of registered preferred stock.
(2) Percent of Class based on 19,150,004 shares
after conversion of the 1,225,000 registered preferred stock.
(3) Mark Cole,
9788
Gilespie St., Unit 400, Las Vegas, NV 89113,
is the beneficial owner of these shares.
(4) Hal B. Heyer, M.D., 1420 London Road, Suite
100, Duluth, MN 55805
.
(5) Legal Beagle Services, 1825 Imperial Cup
Drive, Las Vegas, Nevada 89117. J. Chad Guidry is the beneficial owner who
exercised the
sole voting and
dispositive powers with respect to the shares owned and has the ultimate voting control over the shares
held by this entity.
(6) At any time and from time-to-time any holder
of the Preferred Convertible shares may convert any or all of the shares of Series A Convertible Preferred Stock held by such holder
at the ratio of one hundred (100) shares of Common Stock for every one (1) share of Series A Convertible Preferred Stock. However,
the beneficial owner of such Series A Convertible Preferred Stock cannot not convert their Series A Convertible Preferred stock
where they will beneficially own in excess of 4.9% of the shares of the Common Stock.
ADDITIONAL INFORMATION
The Company is subject to the informational
requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and in accordance therewith files
reports, proxy statements and other information including annual and quarterly reports on Form 10-K and 10-Q (the “1934 Act
Filings”) with the Securities and Exchange Commission (the “Commission”). Reports and other information filed
by the Company can be inspected and copied at the public reference facilities maintained at the Commission at Room 1024, 450 Fifth
Street, N.W., Washington, DC 20549. Copies of such material can be obtained upon written request addressed to the Commission, Public
Reference Section, 450 Fifth Street, N.W., Washington, D.C. 20549, at prescribed rates. The Commission maintains a web site on
the Internet (http://www.sec.gov) that contains reports, proxy and information statements and other information regarding issuers
that file electronically with the Commission through the Electronic Data Gathering, Analysis and Retrieval System (“EDGAR”).
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The following documents as filed with
the Commission by the Company are incorporated herein by reference:
1.
Annual Report on Form 10-K for the year ended May 31, 2016.
2.
Periodic Reports on Form 10-Q for the quarters ended August 31, 2016, November 30, 2016 and February 28, 2017.
DELIVERY OF DOCUMENTS TO SECURITY HOLDERS SHARING AN ADDRESS
If hard copies
of the materials are requested, we will send only one Information Statement and other corporate mailings to stockholders who share
a single address unless we received contrary instructions from any stockholder at that address. This practice, known as “householding,”
is designed to reduce our printing and postage costs. However, the Company will deliver promptly upon written or oral request a
separate copy of the Information Statement to a stockholder at a shared address to which a single copy of the Information Statement
was delivered. You may make such a written or oral request by (a) sending a written notification stating (i) your name, (ii) your
shared address and (iii) the address to which the Company should direct the additional copy of the Information Statement, to the
Company at Chief Executive Officer,
2251 N. Rampart Blvd., Suite 207, Las Vegas, NV 89128
, telephone:
(573) 207-5517.
If multiple stockholders sharing an
address have received one copy of this Information Statement or any other corporate mailing and would prefer the Company to mail
each stockholder a separate copy of future mailings, you may send notification to or call the Company’s principal executive
offices. Additionally, if current stockholders with a shared address received multiple copies of this Information Statement or
other corporate mailings and would prefer the Company to mail one copy of future mailings to stockholders at the shared address,
notification of such request may also be made by mail or telephone to the Company’s principal executive offices.
By Order of the Board of Directors
/s/ Frank William Rycraft, Jr.
Frank William Rycraft, Jr.
Chief Executive Officer
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