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
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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 (1)
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Common Stock
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Mark Cole (2)
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5,100,000
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71.83%
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Common Stock
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Hal B. Heyer, M.D. (3)
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1,500,000
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21.13%
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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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21.13%
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(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
.
2
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.