Item 5.01. Changes in Control of Registrant.
On August 30, 2017, the Company underwent
a change of control of ownership. Clinton L. Stokes, the Chief Executive Officer and sole director entered into an agreement on
August 30, 2017, whereby 19,770,000 unregistered restricted common shares of stock were issued along with payment of $100,000 in
exchange for fiber optic assets.
A copy of the Asset Purchase Agreement
is furnished as Exhibit 10.3 to this Current Report on Form 8-K and is incorporated herein by reference in its entirety.
The Company has 27,000,004 common shares
issued and outstanding. The issuance of 19,770,000 shares represents 73.22% 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 August 30, 2017 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 August 30, 2017 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 Ameritek
Venture'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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Clinton L. Stokes (2)
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19,770,000
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73.22%
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Common Stock
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Mark Cole (3)
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5,100,000
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18.89%
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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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5.56%
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DIRECTORS AND OFFICERS AS A GROUP
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(1 person)
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19,770,000
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73.22%
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(1) Percent
of Class based on 27,000,004 shares issued and outstanding.
(2) Clinton
L. Stokes, 1980 Festival Plaza Drive, Suite 530, Las Vegas, NV 89135
,
is the beneficial owner of these shares.
(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
.
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.