UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
_________________
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):September 20, 2016
ATVROCKN
(Exact name of registrant as specified in its charter)
Commission File Number:000-54739
| | | |
| Nevada | | 27-4594495 |
| (State or other jurisdiction of | | (IRS Employer |
| incorporation) | | Identification No.) |
| 1420 London Road, Duluth, MN | | 55805 |
| (Address of principal executive offices) | | (Zip Code) |
(218) 728-8553
(Registrant’s telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 5.01. Changes in Control of Registrant.
ATVROCKN (the "Company") on September 14, 2016, underwent a change of control of ownership. Hal B. Heyer, the sole officer and director entered into an agreement on September 23, 2016 whereby he sold his ownership of 5,100,000 control block shares to Mark Cole. Mark Cole paid cash consideration of ten thousand ($10,000) for the 5,100,000 control block shares (see Exhibit 99.1 entitled "Share Purchase Agreement"). The terms of this agreement were fulfilled on September 20, 2016.
The Company has 7,100,004 common shares issued and outstanding. The transfer of ownership of 5,100,000 shares represents 71.83% ownership in the Company.
SECURITY OWNERSHIP OF BENEFICIAL OWNERSHIP AND MANAGEMENT
The following table presents information, to the best of our knowledge, about the ownership of our common stock on September 23, 2016 relating to those persons known to beneficially own more than 5% of our capital stock and by our named executive officer and sole director.
Beneficial ownership is determined in accordance with the rules of the U. S. Securities and Exchange Commission and does not necessarily indicate beneficial ownership for any other purpose. Under these rules, beneficial ownership includes those shares of common stock over which the stockholder has sole or shared voting or investment power. It also includes shares of common stock that the stockholder has a right to acquire within 60-days after September 23, 2016 pursuant to options, warrants, conversion privileges or other right. The percentage ownership of the outstanding common stock, however, is based on the assumption, expressly required by the rules of the Securities and Exchange Commission, that only the person or entity whose ownership is being reported has converted options or warrants into shares of ATVROCKN's common stock.
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| TITLE OF CLASS | NAME OF BENEFICIAL OWNER AND POSITION | AMOUNT AND NATURE OF BENEFICIAL OWNERSHIP | PERCENT OF CLASS (1) |
| Common Stock | Mark Cole (2) | 5,100,000 | 71.83% |
| | | | |
| Common Stock | Hal B. Heyer, M.D. (3) | 1,500,000 | 21.13% |
| | | | |
| DIRECTORS AND OFFICERS AS A GROUP | | |
| | (1 person) | 1,500,000 | 21.13% |
(1) Percent of Class based on 7,100,004 shares issued and outstanding.
(2) Mark Cole,9788 Gilespie St., Unit 400, Las Vegas, NV 89113, is the beneficial owner of these shares.
(3) Hal B. Heyer, M.D., 1420 London Road, Suite 100, Duluth, MN 55805.
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We believe that all persons named have full voting and investment power with respect to the shares indicated, unless otherwise noted in the table. Under the rules of the Securities and Exchange Commission, a person (or group of persons) is deemed to be a "beneficial owner" of a security if he or she, directly or indirectly, has or shares the power to vote or to direct the voting of such security, or the power to dispose of or to direct the disposition of such security. Accordingly, more than one person may be deemed to be a beneficial owner of the same security. A person is also deemed to be a beneficial owner of any security, which that person has the right to acquire within 60 days, such as options or warrants to purchase our common stock.
Item 9.01. Financial Statements, Pro Forma Financial Information and Exhibits.
(d) Exhibits:
| | | | | | | |
| | | | Incorporated by reference |
| Exhibit | Exhibit Description | Filed herewith | Form | Period Ending | Exhibit | Filing Date |
| 99.1 | Share Purchase Agreement, dated September 14, 2016 | X | | | | |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.
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| | ATVROCKN |
| | Registrant |
| | |
| Date:September 23, 2016 | By: /s/ Hal B. Heyer |
| | Hal B. Heyer CEO/Director |
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