UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
————
SCHEDULE 14C
(Rule 14c-101)
SCHEDULE 14C INFORMATION
Information Statement Pursuant to
Section 14(c) of the Securities Exchange Act of 1934
Check the appropriate box:
|
☒
|
Preliminary Information Statement
|
|
|
|
|
|
|
|
|
|
|
|
|
☐
|
Definitive Information Statement
|
|
|
|
|
|
|
|
|
|
|
|
|
☐
|
Confidential, for Use of the Commission Only (as permitted by Rule 14c-5(d)(2))
|
ATI Modular Technology Corp.
(Name of Registrant as Specified in Its
Charter)
Payment of Filing Fee (Check the appropriate box):
|
☒
|
No fee required
|
|
|
|
|
|
|
|
|
|
|
|
☐
|
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: _____________________
|
|
|
|
|
|
|
|
|
|
☐
|
Fee paid previously with preliminary materials.
|
|
|
|
|
|
|
|
|
|
☐
|
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: _____________________
|
|
ATI
Modular Technology Corp.
4700
Homewood Court, Suite 100
Raleigh,
North Carolina 27609
(888) 406-2713
NOTICE OF ACTION BY
WRITTEN CONSENT OF MAJORITY SHAREHOLDERS
WE ARE NOT ASKING YOU FOR A PROXY
AND YOU ARE REQUESTED NOT TO SEND US A PROXY
THIS IS NOT A NOTICE OF A MEETING
OF SHAREHOLDERS AND NO SHAREHOLDERS’ MEETING WILL BE HELD TO CONSIDER ANY MATTER DESCRIBED HEREIN.
Attention Shareholders:
We are furnishing
this notice and the accompanying information statement (the “Information Statement”) to the holders of shares of common
stock, par value $0.001 per share (“Common Stock”), of ATI Modular Technology Corp., a Nevada corporation (the “Company”)
pursuant to Section 14 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and Regulation 14C
and Schedule 14C thereunder, in connection with the approval of the action described below (the “Actions”) taken by
written consent of the holders of a majority of the issued and outstanding shares of Common Stock:
|
|
|
|
|
|
1.
|
The Company’s execution of its Certificate of Amendment to the Articles of Incorporation changing the Company’s name from ATI Modular Technology Corp., to ATI Holdings, Inc., (the “Name Change”);
|
|
|
2.
|
The Company’s execution of its
Certificate of Change effectuating a fifty-to-one (50-to-1) reverse stock split of the Company’s issued and outstanding common
stock (the “Stock Split”); and
|
|
|
3.
|
The
execution of the Agreement and Plan of Merger dated June 29, 2017 and First Amendment to the Agreement and Plan of Merger
dated July 14, 2017 between the Company and AmericaTowne, Inc. (“AmericaTowne”), the
Company’s majority shareholder. The Plan of Merger outlines a merger of the Company and
AmericaTowne into one operating entity, with the Company being the surviving entity as outlined in the
Agreement and Plan of Merger executed in June 29, 2017 and First Amendment to the Agreement and Plan of Merger
dated July 14, 2017 (collectively, “Plan of Merger”).
|
The purpose of this
Information Statement is to notify our shareholders that on June 23, 2017, the owner of approximately 78.9% of our issued and outstanding
shares of Common Stock voted for the Actions in lieu of a meeting, as allowed for under our Articles of Incorporation, as amended
(“Articles”) and the Bylaws of the Company, as amended (the “Bylaws”). In accordance with Rule 14c-2 promulgated
under the Exchange Act, the Actions will become effective no sooner than 20 days after we mail this notice and the accompanying
Information Statement to our shareholders.
The written consent
that we received constitutes the only shareholder approval required for the Actions under Nevada law and, as a result, no further
action by any other shareholder is required to approve the Actions and we have not and will not be soliciting your approval of
the Actions.
This notice
and the accompanying Information Statement are being mailed to our shareholders on or about August _____ 2017.
This
notice and the accompanying Information Statement shall constitute notice to you of the action by written consent in
accordance with Rule 14c-2 promulgated under the Exchange Act.
|
|
By Order of the Board of Directors,
/s/ Alton Perkins
Chairman of the Board
|
ATI
Modular Technology Corp
.
4700
Homewood Court, Suite 100
Raleigh,
North Carolina 27609
(888) 406-2713
__________________________________
INFORMATION STATEMENT
Action by Written Consent of Majority
of Shareholders
__________________________________
ITEM 1. INFORMATION REQUIRED BY SCHEDULE 14A
GENERAL
This Information
Statement is being furnished to the holders of shares of common stock, par value $0.001 per share (“Common Stock” or
the “Company’s Common Stock”) of ATI Modular Technology Corp. in connection with the action by written consent
of the holders of a majority of our issued and outstanding shares of Common Stock taken without a meeting to approve the Actions,
as defined above and as described in this Information Statement. In this Information Statement, all references to “the Company,”
“we,” “us” or “our” refer to ATI Modular Technology Corp. We are mailing this Information Statement
to our shareholders of record on or about August _____, 2017.
Pursuant to Rule
14c-2 promulgated by the Securities and Exchange Commission (the “SEC”) under the Securities Exchange Act of 1934,
as amended (the “Exchange Act”), the Actions will not become effective until 20 calendar days following the date on
which this Information Statement is first mailed to our shareholders.
The Company is paying
the entire cost of furnishing this Information Statement. We will request brokerage houses, nominees, custodians, fiduciaries and
other like parties to forward this Information Statement to the beneficial owners of the Company’s Common Stock held of record
by them and will reimburse such persons for their reasonable charges and expenses in connection therewith.
Action by Majority Shareholders
The Company’s
majority shareholder, AmericaTowne, Inc., a Delaware corporation (“AmericaTowne”), which owns 100,000,000 shares, or
78.9%, of the Company’s issued and outstanding Common Stock, consented to the following actions recommended by the Board
of Directors (the “Actions”) on June 23, 2017:
|
·
|
Action No. 1:
The Company’s execution of the Certificate of Amendment of its Articles of Incorporation amending its Articles to change the Company’s name from ATI Modular Technology Corp. to ATI Holdings, Inc. (the “Name Change”);
|
|
|
·
|
Action No. 2:
The execution of the Company’s
Certificate of Change effectuating a fifty-to-one (50-to-1) reverse stock split whereby every fifty (50) shares of the Company’s
presently issued and outstanding Common Stock are consolidated and reverted into one (1) share of Common Stock with a par value
of $0.001 and fractional shares being rounded up to the closest whole share (the “Stock Split”); and
|
|
|
·
|
Action
No. 3:
The Company’s execution of the Agreement and Plan of Merger and First Amendment to the Agreement and
Plan of Merger dated July 14, 2017 between the Company and AmericaTowne, whereby the Company and AmericaTowne are merged
into a single entity with the Company surviving the merger as outlined in the
Agreement and Plan of Merger executed in June 29, 2017 and First Amendment to the Agreement and Plan of Merger
dated July 14, 2017 (collectively, “Plan of Merger”).
|
|
|
|
|
The Board of Directors
unanimously approved of the Actions described above. The Consents of the Board of Directors are attached hereto. The Actions detailed
above will become effective twenty days after the filing of this Information Statement. As of the close of business on July 6,
2017, we had 126,740,708 shares of Common Stock outstanding of the Company. Each share of outstanding Common Stock is entitled
to one vote. Because the Majority Shareholders already consented to the Actions described herein, your consent is not required
and is not being solicited in connection with the approval of the aforementioned Actions.
THIS IS NOT A NOTICE OF A MEETING
OF STOCKHOLDERS AND NO STOCKHOLDERS’ MEETING WILL BE HELD TO CONSIDER ANY MATTER DESCRIBED HEREIN.
THIS INFORMATION STATEMENT IS BEING
FURNISHED TO YOU SOLELY FOR THE PURPOSE OF INFORMING YOU OF THE MATTERS DESCRIBED HEREIN.
STOCKHOLDERS’ RIGHTS
The elimination of the need for a special
meeting of the stockholders to approve the Actions described in this Information Sheet is authorized by Section 78.320 of the Nevada
Revised Statutes (“NRS”). Section 78.320 provides that, unless otherwise provided in a company’s articles of
incorporation, action taken at an annual or special meeting may be taken without a meeting, without prior notice, and without a
vote, if consents are signed by shareholders that constitute a majority of the votes of issued and outstanding common stock in
the company.
THE NAME CHANGE
Overview
Pursuant to Article
II, Section 8 of the Bylaws of the Company, the Company’s majority shareholder AmericaTowne approved the recommendation of
the Board of Directors to change the Company’s name from ATI Modular Technology Corp. to ATI Holdings, Inc. The name changes
was recommended as it relates to the Plan of Merger, which is described below. It is the intent of the Company, once the Plan of
Merger below is implemented, to continue forward under the name ATI Holdings, Inc. The Company’s name change will be effective
twenty (20) days after this Information Sheet is mailed to shareholders. As of the date of this filing, the Company has 126,740,708
shares of Common Stock issued and outstanding to 181 active shareholders. Approval for the name change is memorialized in the Consent
of Shareholders in Lieu of Meeting dated June 23, 2017 and the Board of Directors’ Resolution dated the same day. Both are
attached hereto.
Reasons for the Name Change
Changing the Company’s
name was recommended for purposes of facilitating the Plan of Merger, discussed below. In order to meet the conditions precedent
to effectuating the Plan of Merger, the Company had to execute the Certificate of Amendment to its Articles of Incorporation to
change the name of the Company to ATI Holdings, Inc. The Plan of Merger is attached to this Information Statement. It is a legal
document and shareholders are urged to read the document in its entirety.
The purpose of the
Name Change is to provide the Company with a new, more accurate name once the Company merges with AmericaTowne. The Company will
no longer be focused solely on modular technology. Rather, being the “Surviving Entity” in the Plan of Merger, the
Company will assume the various business enterprises in which AmericaTowne is presently involved and plans on expanding into new
markets as well. Changing the Company’s name to ATI Holdings, Inc., allows for the Company to accurately reflect the Company’s
new business plan and the combination of two, previously related entities.
Effect of the Amendments
Simply put, the
Company’s name will be changed from ATI Modular Technology Corp. to ATI Holdings, Inc. The Company believes the name “ATI
Holdings, Inc.” will project to customers, investors, and target markets that the Company has expanded its market to include
both modular technology and the business endeavors of AmericaTowne. The term “Holdings” also suggests that the Company
now oversees a variety of different activities, which more accurately reflects the new business plan of the Company.
THE STOCK SPLIT
Overview
AmericaTowne approved
the recommendation of the Board of Directors to effectuate a fifty-to-one (50-to-1) reverse stock split, meaning that every fifty
(50) Common Stock shares issued and outstanding, which are held by stockholders will be combined, reconfigured, and reissued as
a single share of Common Stock at par value of $0.0001 without any affirmative action on behalf of the stockholders. Any fractional
shares will be rounded up to the nearest whole share. These actions are outlined in the aforementioned Consent of Shareholders
in Lieu of Meeting dated June 23, 2017 and the Board of Directors’ Resolution dated the same day.
Reason for the Stock Split
AmericaTowne believes
that the Stock Split will increase shareholder value and allow for a more competitive market once the Plan of Merger, discussed
below, is effectuated. By reducing the number of issued and outstanding Common Stock shares of the Company, AmericaTowne hopes
to drastically increase the value of each individual share.
Effect of the Stock Split
The Stock Split
will result in a significant decrease in the number of issued and outstanding Common Stock shares. Those shareholders with fewer
than fifty shares will receive one (1) share as a result of the Stock Split, and any individual with a fractional share remaining
will have that fraction rounded up. By way of example, if a shareholder holds seventy-five (75) shares of Common Stock prior to
the Stock Split, after the Certificate of Change is filed, the shareholder will hold a total of two (2) shares.
The Stock Split
may increase the value of each shareholder’s shares. The Company hopes that the Stock Split will increase trading interest
in the Company’s stock as a result of the higher valuation, though the higher prices and smaller market may have the reverse
effect.
THE PLAN OF MERGER
Overview
The Agreement
and Plan of Merger executed in June 29, 2017 and First Amendment to the Agreement and Plan of Merger dated July
14, 2017 (collectively, “Plan of Merger”) is an agreement entered into between the Company
and AmericaTowne, the Company’s majority shareholder. The Company is a Nevada corporation and a publicly reporting
company with the Securities and Exchange Commission. It is publicly traded on the Over-the-Counter Marketplace, which is
governed by the Financial Industry Regulatory Authority, under the trading symbol “ATMO.”
The Plan of Merger
outlines the merger between the Company and AmericaTowne. AmericaTowne is defined as the “Merging Entity” while the
Company is defined as the “Surviving Entity.” Pursuant to the merger, AmericaTowne will merge into the Company to increase
operational efficiency and to increase shareholder value. Additionally, shareholders of AmericaTowne will have their shares exchanged
on a pro rata basis with the Company’s shares. The Company, being traded over-the-counter, provides former shareholders of
AmericaTowne with a resource to sell or transfer their shares.
The Surviving Entity
will be named ATI holdings, Inc., and will assume the contracts and liabilities of the Company and AmericaTowne. The Surviving
Entity will, if necessary, develop separate committees to address commitments or business of AmericaTowne and the Company. It is
estimated that this Plan of Merger will be deemed effective 20 days after this Information Statement is distributed to shareholders
of the Company.
Reasons for the Plan of Merger
AmericaTowne has
an interest in registering its shares with a national market, such as the OTC Markets Group. In researching the most cost-effective
ways to move forward with registration, it became apparent that merging into ATI Modular, the Company’s subsidiary, which
is already trading over-the-counter, would provide two benefits to the Company’s shareholders.
First, by merging
operations, the Company and AmericaTowne will benefit from a decrease in operational costs. Presently, both entities have reporting
obligations under the Securities Exchange Act, resulting in duplicative reporting. By merging the entities, the Company and AmericaTowne
eliminate the duplicative work, resulting in decreased administrative and professional costs. Though not guaranteed, the Plan of
Merger would ideally allow for the Surviving Entity to be more profitable, have less overhead, increasing shareholder value.
Second, the Plan
of Merger allows for AmericaTowne’s issued and outstanding shares to be exchanged with the shares of ATI Modular and traded
on OTCPink under the symbol “ATMO.” This allows for AmericaTowne investors to have greater liquidity and allows shareholders
to enter a marketplace where they more easily transfer their shares, subject to all applicable federal and state regulations.
Effect of the Plan of Merger
The Plan of Merger
will result in AmericaTowne merging into the Company. The Company will amend its Articles of Incorporation to change its name to
ATI Holdings, Inc., as detailed above. Additionally, the Company will absorb AmericaTowne’s shareholders, allowing for a
larger shareholder base. The Surviving Entity will assume the obligations and assets of AmericaTowne. Shareholders of AmericaTowne
will have their shares exchanged on a pro rata basis. Thus, once the Plan of Merger is complete, the remaining entity—ATI
Holdings, Inc.—will be trading on the OTCPink using the symbol “ATMO.”
This Plan of Merger
is entered into in accordance with the Nevada Revised Statutes.
DISSENTERS’ RIGHT OF APPRAISAL
With respect to
the Actions described herein, Stockholders have no right under the NRS, the Company’s Articles, or the Company’s Bylaws
to exercise dissenters’ rights of appraisal.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
OWNERS AND MANAGEMENT
The following table
sets forth certain information regarding our shares of Common Stock beneficially owned as of July 5, 2017 for (i) each shareholder
known to be the beneficial owner of 5% or more of the Company’s outstanding shares of Common Stock, (ii) each named executive
officer and director, and (iii) all executive officers and directors as a group. A person is considered to beneficially own any
shares: (i) over which such person, directly or indirectly, exercises sole or shared voting or investment power, or (ii) of which
such person has the right to acquire beneficial ownership at any time within 60 days. Unless otherwise indicated, the address of
each shareholder is c/o AmericaTowne, Inc., 4700 Homewood Court, Suite 100 in Raleigh, North Carolina 27609.
For purposes of
this table, a person or group of persons is deemed to have “beneficial ownership” of any shares of Common Stock that
such person has the right to acquire within 60 days of this Information Statement. For purposes of computing the percentage of
outstanding shares of our Common Stock held by each person or group of persons named above, any shares that such person or persons
has the right to acquire within 60 days of this Information Statement
is deemed to be outstanding, but is not deemed
to be outstanding for the purpose of computing the percentage ownership of any other person. The inclusion herein of any shares
listed as beneficially owned does not constitute an admission of beneficial ownership. The beneficial ownership of each person
was calculated based on 37,035,539 shares of common Stock outstanding of the Company as of July 5, 2017.
|
Name and Address of Beneficial Owner
|
|
Number of Shares Beneficially Owned
|
|
Percentage Beneficially Owned
|
|
All Executive Officers and Directors
|
|
110,117,593
|
|
86.9%
|
|
Alton Perkins (1)
|
|
110,117,593
|
|
86.9%
|
|
AmericaTowne, Inc.
|
|
100,000,000
|
|
78.9%,
|
|
Alton Perkins & Xiang Mei Lin Family Trust
|
|
10,000,000
|
|
7.9%
|
|
(1)
|
Denotes officers and directors of the Company.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
WHERE YOU CAN FIND MORE INFORMATION
The Company files
annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, proxy statements and other information
with the SEC. You may obtain such SEC filings from the SEC’s website at http://www.sec.gov. You can also read and copy these
materials at the SEC’s public reference room at 100 F Street, N.E., Washington, D.C. 20549. You can obtain information about
the operation of the SEC’s public reference room by calling the SEC at 1-800-SEC-0330.
ITEM 3. INTERESTS OF CERTAIN PERSONS IN OR OPPOSITION
TO MATTER TO BE ACTED UPON
Except
as disclosed elsewhere in this Information Statement, none of our directors or officers since January 1, 2016, being the commencement
of our last completed fiscal year, nor any associate of any of the foregoing persons, have any substantial interest, direct or
indirect, by security holdings or otherwise in either (1) amending the Articles to effectuate the Name Change and/or Stock Split,
nor (2) the Plan of Merger.
ITEM 4. PROPOSALS BY SECURITY HOLDERS
None.
ITEM 5. 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 shareholders who share
a single address unless we received contrary instructions from any shareholder 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 shareholder 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 American Housing Income Trust, Inc., at the address identified on the first page of this Information Sheet, attention:
Chief Executive Officer.
If multiple shareholders
sharing an address have received one copy of this Information Statement or any other corporate mailing and would prefer the Company
to mail each shareholder a separate copy of future mailings, you may send notification to or call the Company’s principal
executive offices. Additionally, if current shareholders 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 shareholders 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/ Alton Perkins
Alton Perkins
Chairman of the Board
|
CONSENT OF BOARD OF DIRECTORS IN LIEU
OF MEETING
(ATI MODULAR TECHNOLOGY CORPORATION)
NOW COMES the Board
of Directors for ATI Modular Technology Corporation, a Nevada corporation (the “Company”), hereby consents pursuant
to Article IV, Section 2 of the Bylaws to the following action in lieu of a meeting:
RESOLVED that the
Board of Directors hereby approves and recommends that the Company file its Certificate of Amendment to its Articles of Incorporation
to change its name from ATI Modular Technology Corporation to ATI Holdings, Inc. (“Name Change”).
RESOLVED that the
Board of Directors hereby approves and recommends the Company implement a fifty-to-one (50-to-1) reverse stock split, whereby fifty
(50) individual shares of the Company’s issued and outstanding common stock are converted and reconstituted into one (1)
share of common stock with par value of $0.0001 with any fractional shares being rounded up to the nearest whole share (the “Reverse
Split”).
RESOLVED that, the
Board of Directors hereby approves and recommends the Plan of Merger between the Company and AmericaTowne, Inc. (the “Plan
of Merger”).
RESOLVED that, the
Board of Directors shall submit the Name Change, Reverse Splits and Plan of Merger to the shareholders entitled to vote on approval
of the Plan of Merger for adoption either by vote and meeting, or by consent in lieu of a shareholder meeting.
RESOLVED that, in
the event the majority of shareholders adopt the recommendations of the Board of Directors outlined herein, including the Plan
of Merger, the Secretary shall certify the approval and adoption in the books and records of the Company, and in turn make the
necessary filings with the State of Nevada.
RESOLVED, that, in
the event the majority of shareholders adopt and ratify the Name Change, Reverse Split, and Plan of Merger, Alton Perkins, as the
Company’s Chief Executive Officer and Chief Financial Officer, may take any and all necessary steps to implement the Reverse
Split and Plan of Merger, including, but not limited to, filing the proposed Certificate of Amendment of Articles of Incorporation,
Certificate of Change, or any other corporate
action that must be taken to finalize the Reverse Split or Plan of Merger.
Dated: June 23, 2017
/s/ Alton Perkins
By: Alton Perkins
Its: Chairman of the Board
CONSENT OF SHAREHOLDERS IN LIEU OF MEETING
(ATI MODULAR TECHNOLOGY CORPORATION)
The undersigned shareholder
holding the majority of shares of common stock entitled to vote in ATI Modular Technology Corporation, a Nevada corporation (the
“Company”), hereby consents in lieu of a meeting pursuant to Article II, Section 8 of the Bylaws and Nevada Revised
Statutes § 78.320 to the following actions:
RESOLVED that, the
Board of Directors is hereby authorized to amend the Company’s Articles of Incorporation and file any required Certificate
of Amendment or Certificate of Change, as applicable, to (1) change the name of the Company to ATI Holdings, Inc., and (2) effectuate
a fifty-to-one (50-to-1) reverse stock split, whereby every fifty (50) shares of the Company’s issued and outstanding common
stock shall be converted and reconstituted into one (1) share of common stock with par value of $0.0001 without any further action
from any individual shareholder, with any fractional shares resulting from said conversion being rounded up to the nearest whole
share.
RESOLVED that the
Plan of Merger with AmericaTowne, Inc., a Delaware corporation presented by the Board of Directors as being in the best interests
of the Company, the Board of Directors is hereby authorized to take any and all actions necessary to effectuate the Plan of Merger.
Dated: June 23, 2017
AmericaTowne,
Inc., a Delaware
/s/ Alton Perkins
By: Alton Perkins
Its: Chairman of the Board of Directors
