UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form
10/A
(Date
of Original Filing: June 20, 2017)
(Date
of First Amendment: August 18, 2017)
(Date
of Second Amendment: October 16, 2017)
(Dated
of Third Amendment: February 2, 2018)
General
Form for Registration of Securities
Pursuant
to Section 12(b) or (g) of the Securities Exchange Act of 1934
ATI
NATIONWIDE HOLDING CORP.
(Exact name of registrant as specified in its charter)
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Florida
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65-1146582
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(State
or Other Jurisdiction of
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(I.R.S.
Employer
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Incorporation
or Organization)
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Identification
No.)
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c/o
Alton Perkins
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4700
Homewood Court, Suite 100, Raleigh, North Carolina
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27609
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(Address
of Principal Executive Offices)
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(Zip
Code)
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Registrant’s
telephone number, including area code: (888) 406-2713
Send
all correspondence to:
Alton
Perkins
4700 Homewood Court
Suite
100
Raleigh,
North Carolina 27609
Telephone/Facsimile:
(888) 406-2713
Email: ap@atinationwide.com
Copies
to
:
Anthony
R. Paesano
Paesano
Akkashian Apkarian, P.C.
7457
Franklin Road
Suite
200
Bloomfield
Hills, Michigan 48301
Telephone:
(248) 792-6886
Email:
apaesano@paalawfirm.com
Securities
to be registered under Section 12(b) of the Act: None
Securities
to be registered under Section 12(g) of the Exchange Act:
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Title
of each class to be
so registered
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Name
of Exchange on which each
class is to be registered
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Common
Stock, $.001
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N/A
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Indicate by check mark whether
the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See
the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company”
in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer ☐
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Accelerated filer ☐
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Non-accelerated filer ☐
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Smaller reporting company ☒
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(Do not check if a
smaller reporting company)
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We
are filing this General Form for Registration of Securities on Form 10 to register our common stock, par value $0.001 per share
(the “Common Stock”), pursuant to Section 12(g) of the Securities Exchange Act of 1934, as amended (the “Exchange
Act”). Unless otherwise noted, referenced in this registration statement to “ATI Nationwide” or the “Company,”
or pronouns such as, “we,” “our” or “us” refers to ATI Nationwide Holding Corp. Once this
registration statement is deemed effective, we will be subject to the requirements of Regulation 13A under the Exchange Act, which
will require us to file annual reports on Form 10-K, quarterly reports on Form 10-Q, and current reports on Form 8-K, and we will
be required to comply with all other obligations of the Exchange Act applicable to issuers filing registration statements pursuant
to Section 12(g) of the Exchange Act.
FORWARD
LOOKING STATEMENTS
Information
included or incorporated by reference in this registration statement on Form 10 contains forward-looking statements. All forward-looking
statements are inherently uncertain as they are based on current expectations and assumptions concerning future events or future
performance of the Company. Readers are cautioned not to place undue reliance on these forward-looking statements, which are only
predictions and speak only as of the date hereof. Forward-looking statements may contain the words “believes,” “project,”
“expects,” “anticipates,” “estimates,” “forecasts,” “intends,” “strategy,”
“plan,” “may,” “will,” “would,” “will be,” “will continue,”
“will likely result,” and similar expressions, and are subject to numerous known and unknown risks and uncertainties.
Additionally, statements relating to implementation of business strategy, future financial performance, acquisition strategies,
capital raising transactions, performance of contractual obligations, and similar statements may contain forward-looking statements.
In evaluating such statements, prospective investors and shareholders should carefully review various risks and uncertainties
identified in this Report, including the matters set forth under the captions “Risk Factors” and in the Company’s
other Commission filings. These risks and uncertainties could cause the Company’s actual results to differ materially from
those indicated in the forward-looking statements. The Company disclaims any obligation to update or publicly announce revisions
to any forward-looking statements to reflect future events or developments.
Although
forward-looking statements in this registration statement on Form 10 reflect the good faith judgment of our management, such statements
can only be based on facts and factors currently known by us. Consequently, forward-looking statements are inherently subject
to risks and uncertainties, and actual results and outcomes may differ materially from the results and outcomes discussed in or
anticipated by the forward-looking statements. Factors that could cause or contribute to such differences in results and outcomes
include, without limitation, those specifically addressed under the heading “Risk Factors Related to Our Business”
below, as well as those discussed elsewhere in this Form 10. Readers are urged not to place undue reliance on these forward-looking
statements, which speak only as of the date of this Form 10. We file reports with the Commission. You can read and copy any materials
we file with the SEC at the SEC’s Public Reference Room, 100 F. Street, NE, Washington, D.C. 20549. You can obtain additional
information about the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. In addition, the Commission
maintains an Internet site (www.sec.gov) that contains reports, proxy and information statements, and other information regarding
issuers that file electronically with the Commission, including us.
We
disclaim any obligation to revise or update any forward-looking statements in order to reflect any event or circumstance that
may arise after the date of this registration statement on Form 10, except as required by applicable law. Readers are urged to
carefully review and consider the various disclosures made throughout the entirety of this Form 10, which attempt to advise interested
parties of the risks and factors that may affect our business, financial condition, results of operations and prospects.
Item
1. Description of Business.
ATI
Nationwide Holding Corp., defined herein as the
“Company,” the “Issuer” or “we,” is a holding company whose purpose is to develop into financial
business opportunities in the form of microfinancing ventures or full-fledged national savings and loan operations in Ghana and
elsewhere internationally.
From
a historical perspective, the Company was originally incorporated in the State of Florida on September 24, 2001. Initially founded
as a corporation to conduct “any and all lawful business,” its original articles of incorporation granted authority
to issue 20,000,000 shares of $0.001 par value capital common stock and 2,000,000 shares of 0.001 par value “preferred”
stock. The Company did not issue any shares of stock immediately after its inception. Steven L. Priskie was appointed as the Company’s
first director. James C. Vernon was then appointed as a second director in 2004.
In
2008, the Company increased its common stock from 20,000,000 shares to 100,000,000 shares. Thereafter the Company did not file
its annual reports for three years. The Company was reinstated in 2011 as a result of a merger. Joseph Passalaqua was appointed
as the Company’s Chief Executive Officer. James C. Vernon and Steven L. Priskie were removed as directors, and thereafter
Mr. Passalaqua served as the sole director and officer. As a result of the merger, Mr. Passalaqua owned 30,000,000 shares of the
Company’s common stock.
On
February 5, 2014, the Company’s Board of Directors proposed a reverse stock split of all issued and outstanding shares of
the Company’s common stock and preferred stock at an exchange ratio of 1 share to 320 shares. While the Company’s
majority stockholders approved the reverse split on February 4, 2014, the reverse split was not approved by FINRA, and ultimately
the Company cancelled and rescinded the reverse stock split on May 22, 2015.
On
October 3, 2016, pursuant to its obligations under the Joint Venture Agreement, AmericaTowne purchased 30,000,000 shares of the
Company’s common stock from Joseph Passalaqua for $100,000, and 35,000,000 shares of the Company’s common stock from
Carson Holdings, LLC, a Nevada limited liability company and related party to Joseph Passalaqua (“Carson Holdings”)
for $75,000. AmericaTowne used operating capital for the purchase. Joseph Passalaqua resigned as Chief Executive Officer and the
Company’s sole director. Mr. Perkins was appointed as the Company’s sole director and officer on October 14, 2016.
On the same day, the Company formally changed its name from EXA, Inc., to ATI Nationwide Holding Corp. The Company also increased
its authorized common stock from 100,000,000 shares to 500,000,000 shares.
Our
recent focus, as set forth below, has been in structuring the Company consistent with a
July
5, 2016 Master Joint Venture and Operational Agreement (the “Joint Venture Agreement”) between our majority and controlling
shareholder – AmericaTowne, Inc., a Delaware corporation (“AmericaTowne”), and a reporting company with the
United States Securities and Exchange Commission (the “Commission”), and Nationwide Microfinance Limited, a Ghanaian
corporation (“Nationwide”). The Joint Venture Agreement was disclosed on AmericaTowne’s Form 8-K dated July
14, 2016, and has been attached hereto as an exhibit. The Joint Venture Agreement was subsequently amended on
December
19, 2016 (the “First Amendment”). The First Amendment was disclosed on AmericaTowne’s Form 8-K on December 23,
2016, and is also attached hereto as an exhibit. The summation of the Joint Venture Agreement and First Amendment follow, but
the reader is encouraged to review the exhibits for more specific detail.
On
October 3, 2016, pursuant to its obligations under the Joint Venture Agreement, AmericaTowne purchased 30,000,000 shares of the
Company’s common stock from Mr. Passalaqua for $100,000, and 35,000,000 shares of the Company’s common stock from
Carson Holdings, LLC, a Nevada limited liability company and related party to Mr. Passalaqua (“Carson Holdings”) for
$75,000. AmericaTowne used operating capital for the purchase. Mr. Passalaqua resigned as Chief Executive Officer and the Company’s
sole director. Mr. Perkins was appointed as the Company’s sole director and officer on October 14, 2016. On the same day,
the Company formally changed its name from EXA, Inc., to ATI Nationwide Holding Corp. The Company also increased its authorized
common stock from 100,000,000 shares to 500,000,000 shares. The Company’s fiscal year is December 31
st
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Under
the First Amendment, Mr. Perkins agreed to vote his controlling interest in AmericaTowne, and exercised his powers as our sole
director and officer in issuing 80,000,000 shares of our common stock to Nationwide on December 30, 2016, which constitutes 35.8%
of our issued and outstanding shares. In addition, on December 19, 2016, the Company had issued 20,000,000 shares of restricted
common stock to AmericaTowne in furtherance of the Joint Venture Agreement. The issuance to Nationwide was conditioned upon Nationwide
authorizing Mr. Edu-Quayson’s transfer of 1,020,000 shares of his common stock in Nationwide to the Company, which was referred
to in the First Amendment as the “New Issuance”. The New Issuance and the issuance to AmericaTowne was ratified by
the Board of Directors on February 9, 2017.
The
New Issuance occurred on December 30, 2016 resulting in the Company holding title to 1,020,000 shares of common stock in Nationwide
subject to those limitations or restrictions set forth below, which, when factoring in the original issuance to the Company by
Nationwide of 500,000 shares to AmericaTowne, constitutes 76% of Nationwide’s issued and outstanding stock owned by AmericaTowne
and the Company, and their beneficial owner, Mr. Perkins, with the balance owned by Mr. Edu-Quayson. In summation, of the 2,000,000
shares issued and outstanding in Nationwide, (a) the Company holds title to 1,020,000 shares subject to the restrictions set forth
below, (b) AmericaTowne holds title to 500,000 shares, and (c) Mr. Edu-Quayson holds title to 480,000 shares.
The
New Issuance is restricted or subject to certain conditions. For example, the Company has assigned its voting proxy on the New
Issuance to Nationwide until the Company meets the projected financing benchmarks in Section 4 of the Joint Venture Agreement,
or more specifically, a minimum of $8,500,000 and a maximum of $32,500,000. This proxy does not apply to any voting matter associated
with the Company, just those voting matters associated with Nationwide. Upon meeting the funding benchmarks, or upon mutual agreement
of the parties, the proxy shall terminate effective immediately resulting in the Company retaining all voting rights associated
with the New Issuance. The voting proxy shall terminate immediately upon the Company’s equity interest in Nationwide being
diluted below 51% of issued and outstanding shares in Nationwide, or in the event of the sale of all or substantially all of Nationwide’s
assets to an unrelated third-party, i.e. the only limitation and restriction on the New Issuance is voting rights. The Company
is precluded from collateralizing or encumbering the shares associated with the New Issuance, or in taking any action that might
result in the assignment of third-party rights in the shares.
On
December 19, 2016, in furtherance of the parties’ respective obligations under the Joint Venture Agreement, the Company
issued 20,000,000 shares of restricted common stock to AmericaTowne, and on December 30, 2016, the Company entered into Employment
Agreements with Mr. Perkins and Mr. Edu-Quayson resulting in the issuance of (a) 10,000,000 shares of common stock to Mr. Perkins’
assignee – the Alton & Xiang Mei Lin Perkins Family Trust (the “Perkins Trust”), and (b) 9,000,000 shares
of common stock to Mr. Edu-Quayson.
As
a result of these issuances, Mr. Perkins, as the Chairman of the Board, Chairman of the Operations and Ethics Subcommittee, and
as Chief Executive Officer and President, and beneficial owner of AmericaTowne and control person of the Perkins Trust is the
beneficial owner of 95,000,000 shares of the Company’s common stock, or 43.5% of the issued and outstanding shares of common
stock in the Company. Mr. Edu-Quayson, as the Chairman of the Ghana Committee and beneficial owner of Nationwide, is the beneficial
owner of 89,000,000 shares of common stock, or 40.7% of the issued and outstanding shares of common stock in the Company. As a
result of these holdings, and the limited resources of the Company at this time, the Company anticipated that it will rely on
continued support from AmericaTowne, Nationwide, and their respective affiliates, subsidiaries and shareholders. Our Bylaws were
amended on February 9, 2017.
At
this time, the Board of Directors, and two subcommittees – Operations and Ethics Subcommittee and the Ghana Committee (discussed
below), are focused on (a) facilitating the filing of this registration statement on Form 10 with the Commission, (b) evaluating
operational synergies between Nationwide and the Company in the Company offering similar microfinance products of Nationwide in
the United States and potentially other locations through the Company, (c) supporting the development of a microfinance business
assisting small businesses, entrepreneurs and individuals, (d) identifying trade and business opportunities in Ghana, and (d)
exploring potential business combinations with other entities providing the same or similar products as Nationwide.
Pursuant
to resolutions dated January 17, 2017, the Board of Directors appointed Mr. Perkins as Chairman of the Operations and Ethics Committee.
Mr. Perkins is responsible for the day-to-day operations of the Company in the United States, and the Company’s capital
raising and financing strategies. Mr. Edu-Quayson is the Chairman of the Ghana Committee. He is responsible for the day-to-day
operations of the Company in Ghana and the development of the Company’s business goals and objectives in Ghana.
The
Company has many different objectives and is open to exploring different areas of potential business. The Company is primarily
focused on opportunities in the fields of microfinancing and related financial industries. Specifically, the Company aims to develop
these opportunities in emerging markets, such as Ghana or other developing countries around the world. As with any business plan
that is aspirational in nature, there is no assurance we will be able to accomplish all of our objectives or that we will be able
to meet our financing needs to accomplish our objectives. We believe we are a “shell company,” as defined under Rule
12b-2 of the Exchange Act. Our CIK number is 0001591387, and we have selected December 31 as our fiscal year. The CUSIP number
for our common stock is 00216B 105. Our Company-Related Action with the Financial Industry Regulatory Authority (“FINRA”)
regarding our name change and request for new symbol on the OTC Market Place was recently approved, officially changing the Company’s
name and symbol. The current symbol for the Company is “ATIN.”
We
are currently evaluating a physical location for our operations. Our principal executive offices are located at 4700 Homewood
Court, Suite 100 in Raleigh, North Carolina. We are registered as a foreign business entity in the State of North Carolina. We
lease the office space from Yilaime Corporation, a Nevada corporation doing business in North Carolina, and a related party to
the Company (“Yilaime”), as set forth below. Our Chairman of the Board, Chief Executive Officer and President –
Alton Perkins, is the beneficial owner of the majority of our common stock through his beneficial ownership and control of AmericaTowne.
AmericaTowne is a reporting company with the Commission. AmericaTowne is also the majority shareholder in ATI Modular. Mr. Perkins
is the sole director and sole officer of ATI Modular. AmericaTowne and ATI Modular are distinct operations from our business,
but there is the potential that these companies might, in the future, engage in related-party transactions in the interests of
decreasing our expenses.
As
of this registration statement, the Company has 223,364,475 shares of common stock issued and outstanding, and no shares of preferred
stock. The Company has approximately 336 shareholders.
As
of the filing of this Registration Statement, we are in the second quarter of our fiscal year. The Company intends on relying
on Nationwide and other businesses controlled by our sole director and officer, and beneficial owner of the majority shares of
common stock in the Company – Mr. Perkins, in implementing its business plan, even though its ultimate objective is to operate
independently of these companies. The business of the Company is set forth in section (a), above.
By
way of this registration statement, the Company intends on being a reporting company whose securities may in the future qualify
for trading in the United States secondary market such as the New York Stock Exchange (NYSE), NASDAQ, NYSE Amex Equities, formerly
known as the American Stock Exchange (AMEX), and the OTC Market Place, and, as a vehicle to investigate and, if such investigation
warrants, acquire a target company or business seeking the perceived advantages of being a publicly held corporation. The Company’s
principal business objective for the next twelve (12) months and beyond such time will be to achieve long-term growth potential
through a combination with a business or through short-term earnings. The Company will not restrict its potential candidate target
companies to any specific business, industry or geographical location and, thus, may acquire any type of business. There is no
assurance that following an acquisition we will be eligible to trade on a national securities exchange, or be quoted on the OTC
Market Place.
We
intend to either retain an equity interest in any private company we engage in a business combination or we may receive cash and/or
a combination of cash and common stock from any private company we complete a business combination with. Our desire is that the
value of such consideration paid to us would be beneficial economically to our shareholders though there is no assurance of that
happening.
Employees
The
Company currently has two full-time employees. The Company utilizes employees and resources from AmericaTowne and Nationwide.
Emerging
Growth Company
We
are an emerging growth company under the JOBS Act. We shall continue to be deemed an emerging growth company until the earliest
of:
(a)
the last day of the fiscal year of the issuer during which it had total annual gross revenues of $1,000,000,000 (as such amount
is indexed for inflation every 5 years by the Commission to reflect the change in the Consumer Price Index for All Urban Consumers
published by the Bureau of Labor Statistics, setting the threshold to the nearest 1,000,000) or more;
(b)
the last day of the fiscal year of the issuer following the fifth anniversary of the date of the first sale of common equity securities
of the issuer pursuant to an effective IPO registration statement;
(c)
the date on which such issuer has, during the previous 3-year period, issued more than $1,000,000,000 in non-convertible debt;
or
(d)
the date on which such issuer is deemed to be a ‘large accelerated filer’, as defined in section 240.12b-2 of title
17, Code of Federal Regulations, or any successor thereto.
As
an emerging growth company we are exempt from Section 404(b) of Sarbanes Oxley. Section 404(a) requires Issuers to publish information
in their annual reports concerning the scope and adequacy of the internal control structure and procedures for financial reporting.
This statement shall also assess the effectiveness of such internal controls and procedures. Section 404(b) requires that the
registered accounting firm shall, in the same report, attest to and report on the assessment on the effectiveness of the internal
control structure and procedures for financial reporting.
As
an emerging growth company we are also exempt from Section 14A (a) and (b) of the Securities Exchange Act of 1934 which require
the shareholder approval of executive compensation and golden parachutes. We have elected to use the extended transition period
for complying with new or revised accounting standards under Section 102(b)(2) of the Jobs Act, that allows us to delay the adoption
of new or revised accounting standards that have different effective dates for public and private companies until those standards
apply to private companies. As a result of this election, our financial statements may not be comparable to companies that comply
with public company effective dates.
As
a shell company, the Company and its shareholders are subject to certain consequences, challenges and risks. All of the presently
outstanding shares of common stock are “restricted securities” as defined under Rule 144 promulgated under the Securities
Act and may only be sold pursuant to an effective registration statement or an exemption from registration, if available. The
Commission has adopted final rules amending Rule 144 which became effective on February 15, 2008. These final rules may be found
at: www.sec.gov/rules/final/2007/33-8869.pdf.
Pursuant
to the new Rule 144, one year must elapse from the time a “shell company,” as defined in Rule 405, ceases to be “shell
company” and files Form 10 information with the Commission, before a restricted shareholder can resell their holdings in
reliance on Rule 144. Form 10 information is equivalent to information that a company would be required to file if it were registering
a class of securities on Form 10 under the Exchange Act.
Under
the amended Rule 144, restricted or unrestricted securities, that were initially issued by a reporting or non-reporting shell
company or an Issuer that has at any time previously a reporting or non-reporting shell company as defined in Rule 405, can only
be resold in reliance on Rule 144 if the following conditions are met: (1) the issuer of the securities that was formerly a reporting
or non-reporting shell company has ceased to be a shell company; (2) the issuer of the securities is subject to the reporting
requirements of Section 13 or 15(d) of the Exchange Act; (3) the issuer of the securities has filed all reports and material required
to be filed under Section 13 or 15(d) of the Exchange Act, as applicable, during the preceding twelve months (or shorter period
that the Issuer was required to file such reports and materials), other than Form 8-K reports and (4) at least one year has elapsed
from the time the issuer filed the current Form 10 type information with the Commission reflecting its status as an entity that
is not a shell company.
At
the present time, the Company is classified as a “shell company” as defined in Rule 12b-2 of the Exchange Act. As
such, all restricted securities presently held by the affiliates or control persons of the Company may not be resold in reliance
on Rule 144 until: (1) the Company files Form 10 information with the Commission when it ceases to be a “shell company”;
(2) the Company has filed all reports as required by Section 13 and 15(d) of the Securities Act for twelve consecutive months;
and (3) one year has elapsed from the time the Company files the current Form 10 type information with the Commission reflecting
its status as an entity that is not a shell company. There can be no assurance that we will ever meet these conditions and any
purchases of our shares are subject to these restrictions on resale. A purchase of our shares may never be available for resale
as we cannot be assured we will ever lose our shell company status.
Item
1A. Risk Factors.
As
a smaller reporting company, we are not required to provide the information required by this item.
Item
2. Financial Information.
Management’s
Discussion and Analysis of Financial Condition and Results of Operation.
The
Company was organized consistent with
the Joint Venture Agreement and First Amendment set
forth in this registration statement, above. More specifically, a
t this time, the Board of Directors, and two subcommittees
– Operations and Ethics Subcommittee and the Ghana Committee (discussed below), are focused on (a) facilitating the filing
of this registration statement on Form 10 with the Commission, (b) evaluating operational synergies between Nationwide and the
Company in the Company offering similar microfinance products of Nationwide in the United States and potentially other locations
through the Company, (c) supporting the development of a microfinance business assisting small businesses, entrepreneurs and individuals,
(d) identifying trade and business opportunities in Ghana, and (e) exploring potential business combinations with other entities
providing the same or similar products as Nationwide.
Our
principal business objective for the next twelve (12) months and beyond such time will be to achieve long-term growth potential
through the further development of those objectives set forth above, or through a combination with a business rather than relying
on short-term earnings. The Company will not restrict potential candidate target companies to any specific business, industry
or geographical location and, thus, may acquire any type of business.
The
Company does not currently engage in any business activities that provide cash flow. The costs of furthering our business objectives,
and/or in investigating and analyzing business combinations, maintaining the filing of Exchange Act reports, the investigation,
analyzing, and consummation of an acquisition for an unlimited period of time will be paid without recompense from additional
money contributed by AmericaTowne and/or Nationwide, or their respective affiliates, subsidiaries or control persons, or possibly
another source. These financial contributions for operations might take the form of a loan, which will result in additional debt
incurred by the Company.
Over
the following twelve (12) months of operations, we anticipate incurring costs related to the filing of Exchange Act reports and
in furthering our business objectives. We anticipate that these costs may be in the range of $10,000 to $20,000, and that
we will be able to meet these costs as necessary, to be loaned to or invested in us by our stockholders, management or other investors.
As of the filing of this Registration Statement, the Company has not received loans from its management or investors. However,
it has received $38,871 in advances from related parties, specifically AmericaTowne. AmericaTowne will continue providing advances
to the Company to cover operational costs while the Company develops its business operations. The Company and AmericaTowne have
not entered into a written agreement regarding AmericaTowne’s future advances.
The
Company may consider a business which has recently commenced operations, is a developing company in need of additional funds for
expansion into new products or markets, is seeking to develop a new product or service, or is an established business which may
be experiencing financial or operating difficulties and is in need of additional capital. In the alternative, a business combination
may involve the acquisition of, or merger with, a company which does not need substantial additional capital, but which desires
to establish a public trading market for its shares, while avoiding, among other things, the time delays, significant expense,
and loss of voting control which may occur in a public offering.
Our
management has not had any preliminary contact or discussions with any representative of any other entity regarding a business
combination with us. Any target business that is selected may be a financially unstable company or an entity in its early stages
of development or growth, including entities without established records of sales or earnings. In that event, we will be subject
to numerous risks inherent in the business and operations of financially unstable and early stage or potential emerging growth
companies. In addition, we may effect a business combination with an entity in an industry characterized by a high level
of risk, and, although our management will endeavor to evaluate the risks inherent in a particular target business, there can
be no assurance that we will properly ascertain or assess all significant risks.
Our
management anticipates that it will likely be able to effect only one business combination, due primarily to our limited financing,
and the dilution of interest for present and prospective stockholders, which is likely to occur as a result of our management’s
plan to offer a controlling interest to a target business in order to achieve a tax-free reorganization. This lack of diversification
should be considered a substantial risk in investing in us, because it will not permit us to offset potential losses from one
venture against gains from another.
The
Company anticipates that the selection of a business combination will be complex and extremely risky. Because of general economic
conditions, rapid technological advances being made in some industries and shortages of available capital, our management believes
that there are numerous firms seeking even the limited additional capital that we will have and/or the perceived benefits of becoming
a publicly traded corporation. Such perceived benefits of becoming a publicly traded corporation include, among other things,
facilitating or improving the terms on which additional equity financing may be obtained, providing liquidity for the principals
of and investors in a business, creating a means for providing incentive stock options or similar benefits to key employees, and
offering greater flexibility in structuring acquisitions, joint ventures and the like through the issuance of stock. Potentially
available business combinations may occur in many different industries and at various stages of development, all of which will
make the task of comparative investigation and analysis of such business opportunities extremely difficult and complex.
Results
of Operations for the Nine Months Ended September 30, 2017 and 2016
Our
operating results for the nine months ended September 30, 2017 and 2016 are summarized as follows:
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Nine Months Ended
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Sept 30, 2017
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Sept 30, 2016
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Revenue
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$
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—
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$
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3,507
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Cost of Revenues
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$
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—
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$
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—
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Operating Expense
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$
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61,860
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$
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11,967
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Net Income (Loss)
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$
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(61,860
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)
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$
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(12,500
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)
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Revenues
During
the nine months ended, September 30, 2017 the Company generated revenue of $0 in revenue compared to $3,507 in 2016. We can make
no assurances that we will find commercial success in any of our revenue generating contracts or endeavors. Our revenues, thus
far, rely entirely on related parties. We are a new company and thus have very limited experience in sales expectations and forecasting.
We also have not fully discovered any seasonality to our business as we began operations in the fourth quarter of 2016.
Operating
Expenses
Our
expenses for the nine months ended September 30, 2017 and 2016 are outlined in the table below:
|
|
Nine Months Ended
|
|
|
Sept 30, 2017
|
|
Sept 30, 2016
|
General and Administrative
|
|
$
|
22,757
|
|
|
$
|
10,467
|
|
Professional Fees
|
|
$
|
39,103
|
|
|
$
|
1,500
|
|
|
|
|
|
|
|
|
|
|
Total Operating Expenses
|
|
$
|
61,860
|
|
|
$
|
12,500
|
|
Our
operating expenses are largely attributable to administrative and professional expenses related to our reporting requirements
as a public company and implementation of our business plan. This includes the retention of attorneys, accountants, and auditors
associated with our reporting obligations under the Securities Exchange Act.
Net
Income
As
a result of our operations, the Company reported net loss of $61,860 for the nine months ended September 30, 2017.
Liquidity
and Capital Resources
The
absolute minimum level of operations we will be able to sustain over the next twelve months includes (1) meeting basic overhead
expenses, including, but not limited to, rent and business expenses, and (2) funding all essential operations of the Company that
are required to maintain reporting compliance with the Securities and Exchange Commission and other regulatory agencies, which
includes paying professional fees, filing fees, and related expenses.
Working
Capital
|
|
|
|
|
September 30, 2017
|
|
December 31, 2016
|
Current Assets
|
|
$
|
197
|
|
|
$
|
1,010
|
|
Current Liabilities
|
|
$
|
2,106
|
|
|
$
|
44,839
|
|
|
|
|
|
|
|
|
|
|
Working Capital (Deficit)
|
|
$
|
(1,909
|
)
|
|
$
|
(43,829
|
)
|
Cash
Flow
|
|
Nine Months Ended
|
|
|
September 30, 2017
|
|
September 30, 2016
|
Net Cash Used In Operating Activities
|
|
$
|
61,860
|
|
|
$
|
2,909
|
|
Net Cash Provided by Financing Activities
|
|
$
|
61,046
|
|
|
$
|
1,500
|
|
|
|
|
|
|
|
|
|
|
Increase (Decrease) in Cash
|
|
$
|
(813
|
)
|
|
$
|
(1,409
|
)
|
Cash
Used in Operating Activities
Increase
in net loss were is main contributing factor for the increase in the cash used in operating activities for the nine months ended
September 30, 2017.
Cash
Provided by Financing Activities
We
received $61,046 and $1,500 from advances from related parties to cover operational costs in the nine months ended September 30,
2017 and 2016, respectively.
Results
of Operations through December 31, 2016
In
fiscal year 2016, the Company achieved $3,438 in revenue. We can make no assurances that we will find commercial success in any
of our products. We are implementing a new business plan and have very limited experience in sales expectations and forecasting
in this area. We also have not fully discovered any seasonality to our business as we end operations for the fourth quarter of
2016. Entering the first quarter of the next fiscal year, we intend on relying on AmericaTowne and Nationwide, and their respective
affiliates, subsidiaries and beneficial owners for operational support. If we cannot achieve independent commercial success, we
may need to continue to rely on these entities. If either company at any time decides to alter or change materially our arrangement,
we could experience a material adverse effect on the Company. Additionally, the results of operations are based upon a limited
view since the controlling interest was acquired and a new business plan implemented.
Our
operating results through December 31, 2016 are summarized as follows:
|
|
|
For
the Year Ended December 31, 2016
|
|
|
|
For
the Year Ended December 31, 2015
|
Revenues
|
|
$
|
3,438
|
|
|
$
|
6,260
|
Operating
Expenses
|
$
|
55,418
|
|
|
$
|
13,951
|
Net
Loss from Operation
|
|
$
|
51,981
|
|
|
$
|
7,691
|
Other
Expenses
|
$
|
4,070
|
|
|
$
|
3,658
|
Net
Loss
|
$
|
56,051
|
|
|
$
|
11,349
|
During
fiscal year 2016, the Company had revenues of $3,438, compared to 2015 sales of $6,260. The decrease in revenue in fiscal year
2016 as compared to 2015 was due to the Company’s termination of revenue sources. Specifically, prior to the Company’s
recent organization under the Joint Venture Agreement, discussed herein, the Company generated revenue by providing local telephone
services. These revenues were minimal. In preparation implementing a new business plan, the Company terminated these unrelated
revenue sources in order to focus on development of a national savings and loan operation, and potentially other, related business
ventures, in Ghana and elsewhere internationally. We can make no assurances that we will find commercial success in the future.
We are implementing a new business plan and thus have very limited experience in sales expectations and forecasting. We also have
not fully discovered any seasonality to our business as we began operations in the first quarter of 2017.
Operating
Expenses
Our
expenses for the period through December 31, 2016 are outlined in the table below:
|
|
For
the Year Ended December 31, 2016
|
|
For
the Year Ended December 31, 2015
|
General
and administrative
|
|
$
|
18,494
|
|
|
$
|
11,951
|
|
Professional
fees
|
|
$
|
36,925
|
|
|
$
|
2,000
|
|
Total
operating expenses
|
|
$
|
55,418
|
|
|
$
|
13,951
|
|
Our
operating expenses are largely attributable to office, rent; stock compensation fee and professional fees incurred implementing
our business plan, including processing the Company’s FINRA corporate action and preparing this Form 10, as well as additional
auditing and legal fees associated with the association of Nationwide. Compared to 2015, our operating expenses increased $41,467.
The increase is due to implementing our new business model and the aforementioned legal and auditing fees associated therewith.
Net
Loss
As
a result of our operations, for 2016, the Company reported net loss after provision for income tax of $56,051. In 2015 our net
loss was $11,349. This decrease in net loss is due to starting to implement our business plan and incurring additional fees associated
therewith.
Liquidity
and Capital Resources
Working
Capital
|
|
December
31, 2016
|
|
December
31, 2015
|
Current
Assets
|
|
$
|
1,010
|
|
|
$
|
4,025
|
|
Current
Liabilities
|
|
$
|
44,839
|
|
|
$
|
94,373
|
|
Working
Capital (Deficit)
|
|
$
|
(43,829
|
)
|
|
$
|
(90,348
|
)
|
We
have a working deficit of $43,829 on December 31, 2016. Compared to December 31, 2015, our working capital deficit was $90,348.
The decrease is due to
conversion of notes payable,
as well as taking initial steps
to implement our business plan.
Cash
Flow
|
|
For
the Year Ended December 31, 2016
|
|
For
the Year Ended December 31, 2015
|
Net
cash provided by (used by) operating activities
|
|
$
|
(49,354
|
)
|
|
$
|
(1,505
|
)
|
Cash
used in investing activities
|
|
$
|
—
|
|
|
$
|
—
|
|
Cash
provided by financing activities
|
|
$
|
46,339
|
|
|
$
|
2,000
|
|
Increase
(Decrease) in cash
|
|
$
|
(3,015
|
)
|
|
$
|
495
|
|
Cash
Used in Operating Activities
The
Company used $49,349 in operating activities, as compared to $1,505 in December 31, 2015. This increase in cash used in operating
activities
is due to higher net loss.
Cash
Provided by Financing Activities
We
received $46,339 in cash as a result of financing activities as of December 31, 2016, as compared to $2,000 in December 31, 2015.
As
of this filing, the Company has a sufficient amount of cash to operate its business at the current level for the next twelve months,
but insufficient cash to achieve our business goals and initiatives set forth above.
The
success of our business plan beyond the next twelve months is contingent upon us growing our business, keeping costs down, increasing
revenue and obtaining additional equity and/or debt financing, or engaging in a business combination. We intend to fund operations
through our pro-active efforts to monitor receivables, and debt and/or equity financing arrangements, which may be insufficient
to fund our capital expenditures, working capital, or other cash requirements. We do not have any formal commitments or arrangements
for the sales of stock or the advancement or loan of funds at this time. There is no assurance that such additional financing
will be available to us on acceptable terms, or at all or that our receivable plan will be effective in the future.
Plan
of Operation and Cash Requirements
The
Company anticipates that its expenses over the next twelve months will be approximately $850,000 as described in the table below.
These estimates may change significantly depending on the nature of our business activities and our ability to raise capital from
our shareholders or other sources.
Description
|
|
Potential
Completion Date
|
|
Estimated
Expenses ($)
|
|
|
|
|
|
|
|
Utility
expenses
|
|
12
months
|
|
|
50,000
|
|
Investor
relations costs
|
|
12
months
|
|
|
100,000
|
|
Marketing
expenses
|
|
12
months
|
|
|
350,000
|
|
Professional
fees
|
|
12
months
|
|
|
150,000
|
|
Other
administrative expenses
|
|
12
months
|
|
|
200,000
|
|
Total
|
|
|
|
|
850,000
|
|
Our
other administrative expenses for the year will consist primarily of transfer agent fees, bank and interest charges and general
office expenses. The professional fees are related to our regulatory filings throughout the year and include legal, accounting
and auditing fees.
Within
the next twelve (12) months, the Company does not anticipate providing any cash salaries to employees, directors, officers, or
other individuals providing services on behalf of the Company. This is due to the Company’s interest in conserving resources
for the implementation of its business plan. Where warranted, stock may be issued as compensation. The Company has already issued
stock awards to its two directors, as identified herein.
Based
on our planned expenditures, we will require approximately $950,000 to proceed with our business plan over the next twelve months.
If we secure less than the full amount of financing that we require, we will not be able to carry out our complete business plan
and we will be forced to proceed with a scaled back business plan based on our available financial resources.
We
intend using funds to implement investor relations and marketing campaigns. This includes raising awareness of the Company’s
new business plan, issuing regular press releases, and advertising and marketing its Company’s services in its target locations.
These costs are estimates and may be higher or lower than projected.
We
intend to raise the balance of our cash requirements for the next twelve months from private placements, shareholder loans or
possibly a registered public offering (either self-underwritten or through a broker-dealer). If we are unsuccessful in raising
enough money through such efforts, we may review other financing possibilities such as bank loans. At this time we do not have
a commitment from any third-party to provide us with financing. There is no assurance that any financing will be available to
us or if available, on terms that will be acceptable to us.
Even
though we plan to raise capital through equity or debt financing, we believe that the latter may not be a viable alternative for
funding our operations, as we do not have sufficient tangible assets to secure any such financing. We anticipate that any additional
funding will be in the form of equity financing from the sale of our common stock. At the close of 2016, we are considering financing
arrangements for our common stock. However, the arrangements are not final and we cannot provide any assurance that we will be
able to raise sufficient funds from the sale of our common stock to finance our operations. In the absence of such financing,
we may be forced to abandon our business plan.
Quantitative
and Qualitative Disclosures About Market Risk.
We
have not utilized any derivative financial instruments such as futures contracts, options and swaps, forward foreign exchange
contracts or interest rate swaps and futures. We believe that adequate controls are in place to monitor any hedging activities.
We do not have any borrowings and, consequently, we are not affected by changes in market interest rates. We do not currently
have any sales or own assets and operate facilities in countries outside the United States and, consequently, we are not effected
by foreign currency fluctuations or exchange rate changes. Overall, at this time, we believe that our exposure to interest
rate risk and foreign currency exchange rate changes is not material to our financial condition or results of operations.
Off-Balance
Sheet Arrangements
We
have not entered into any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect
on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures
or capital resources and would be considered material to investors.
Item
3. Properties.
We
currently do not own any properties. We rent office space and equipment from AmericaTowne, and its related-party, Yilaime for
$2,500.00 per month. The Company currently has no policy with respect to investments or interests in real estate, real estate
mortgages or securities of, or interests in, persons primarily engaged in real estate activities.
Item
4. Security Ownership of Certain Beneficial Owners and Management
The
following table sets forth the ownership of our common stock by each person known by us to be the beneficial owner of more than
5% of our outstanding common stock as a group as October 4, 2017, the most recent practicable date for such information.
There are not any pending arrangements that may cause a change in control. The information presented below has been presented
in accordance with the rules of the SEC and is not necessarily indicative of ownership for any other purpose.
A
person is deemed to be a “beneficial owner” of a security if that person has or shares the power to vote or direct
the voting of the security or the power to dispose or direct the disposition of the security. A person is deemed to own beneficially
any security as to which such person has the right to acquire sole or shared voting or investment power within 60 days through
the conversion or exercise of any convertible security, warrant, option or other right. More than one person may be deemed to
be a beneficial owner of the same securities. The percentage of beneficial ownership by any person as of a particular date is
calculated by dividing the number of shares beneficially owned by such person, which includes the number of shares as to which
such person has the right to acquire voting or investment power within 60 days, by the sum of the number of shares outstanding
as of such date plus the number of shares as to which such person has the right to acquire voting or investment power within 60
days. Consequently, the denominator used for calculating such percentage may be different for each beneficial owner.
Name
and Address
(1)
|
|
Amount
and Nature of
Beneficial Ownership
|
|
Percentage
of Class
(2)
|
|
|
Alton
Perkins
(3)
|
|
100,188.989
(4)
|
|
44.8%
|
Joseph
Edu-Quayson
(5)
|
|
89,000,000
(6)
|
|
39.8%
|
Total
Officers and Directors
|
|
184,000,000
|
|
84.3%
|
|
_________________
|
|
|
(1)
|
The address
for the person named in the table above is c/o the Company.
|
|
|
|
|
|
|
(2)
|
Based
on 223,364,475 shares outstanding as of the most recent practicable date, October 4, 2017.
|
|
|
|
|
|
|
(3)
|
Alton
Perkins is the Chairman of the Board, Chairman of the Operations and Ethics Committee, Chief Executive Officer, Chief Financial
Officer and Secretary.
|
|
|
|
|
|
|
|
|
|
(4)
|
Through
AmericaTowne, Perkins Trust, and Yilaime Corporation. Mr. Perkins has sole voting and investment power for all
of the identified beneficially owned shares.
|
|
|
|
|
|
|
|
|
|
(5)
|
Chairman
of the Ghana Committee
|
|
|
|
|
|
|
|
|
|
(6)
|
Individually
and through Nationwide. Mr. Edu-Quayson has sole voting and investment power for all of the identified beneficially
owned shares.
|
|
|
|
|
|
|
|
|
This
table is based upon information derived from our stock records. We believe that each of the shareholders named in this table has
sole or shared voting and investment power with respect to the shares indicated as beneficially owned.
Item
5. Directors and Executive Officers.
(a) Identification
of Directors and Executive Officers.
Our
officers and directors and additional information concerning them are as follows:
Name
|
|
Age
|
|
Position(s)
|
|
|
|
|
|
Alton
Perkins
|
|
65
|
|
Chairman of the Board,
Chairman of the Operations and Ethics Committee, Chief Executive Officer, Chief Financial Officer and Secretary
|
Joseph
Edu-Quayson
|
|
43
|
|
Chairman of the Ghana
Committee
|
Alton
Perkins – Chairman of the Board, Chairman of the Operations and Ethics Committee, Chief Executive Officer, Chief Financial
Officer and Secretary
.
Mr.
Perkins has been the Chairman of the Board, Chief Executive Officer, Chief Financial Officer and Secretary of the Company since
the change in control event on October 3, 2016. Mr. Perkins serves in these same capacities for AmericaTowne, ATI Modular and
Yilaime, and is the control person of two closely-held corporations – Yilaime Corporation of NC, a North Carolina corporation
(“Yilaime NC”) and AXP Holding Corporation, a Nevada corporation and Interest Charge - Domestic International Sales
Corporation, or “IC-DISC” (“AXP Holdings”). Mr. Perkins is a former decorated Air Force Officer and Missile
Launch Officer with 22 years of military service, who graduated from the University of Southern Illinois with a B.S. in Business
Administration and a M.B.A. from the University of North Dakota. Between 1988 and 1997, he held CEO positions with start-up companies
in the jet fuels, defense contracting, construction, business consulting and development, and real estate industries. Between
1997 and 2009, Mr. Perkins served as the CEO and Chief Technology Officer for internet, childcare operations, media, and realty
development companies. From 2009 to the present, Mr. Perkins has served as Chairman of Yilaime and its related entities –
AmericaTowne, Yilaime NC and AXP Holding. Mr. Perkins has expertise in conducting business in China. Living and working in China
studying Chinese consumer habits, working with Chinese entrepreneurs and government agencies, he developed the AmericaTowne and
AmericaStreet concepts.
Mr.
Perkins lived in China between September 1, 2010 and April 28, 2012. He worked for the Yilaime Foreign Invested Partnership in
Hengshui, China between September 19, 2010 and December 30, 2012. In addition to serving as Co-Chair of Yilaime Foreign Invested
Partnership in China, an entity focused on real estate development, he served as a chief consultant to a major Chinese chemical
company responsible for funding and technology transfer, and coordinated business with USA based auditors, DOW Chemical and USA
Exim Bank.
Mr.
Perkins is subject to a Desist and Refrain Order dated March 21, 2008 (the “Order”) issued by the State of California’s
Business, Transportation and Housing Agency, Department of Corporations (the “Department”). In 2003, Mr. Perkins had
been the Chief Executive Officer of Sunburst Holding Corporation (“Sunburst”). The Department alleged that in May
of 2003, Sunburst and Mr. Perkins offered and sold securities through general solicitation to finance art-related activities.
The Department alleged that Sunburst and Mr. Perkins omitted material facts, and more specifically, that Mr. Perkins had pled
no contest to felony counts related to an indictment for fraudulent misappropriation of funds in a fiduciary capacity in Maryland,
and had received a five-year suspended sentence.
The
Department was of the opinion that investments offered and sold by Sunburst and Mr. Perkins constituted securities, which were
subject to qualification under the California law, and that the securities were offered without being qualified, and were not
exempt, in violation of California law. The Department ordered Sunburst and Mr. Perkins to desist and refrain from the further
offer or sale of securities in California unless and until qualification has been made under the law or unless exempt. The Department
also ordered that Sunburst and Mr. Perkins to desist and refrain from offering or selling or buying or offering to buy securities
in California, including but not limited to stock, by means of any written or oral communication which includes an untrue statement
of a material fact or omits to state a material fact necessary in order to make the statements made, in light of the circumstances
under which they are made, not misleading (discussed below). Mr. Perkins did not agree with the proposed order and filed a complaint
with the Department. Mr. Perkins complaint was based on the fact that the shares in question were subject to a Registration statement
filed by Sunburst and the shares were not required to be qualified and or authorized by the State of California since the shares
had been appropriately registered with the SEC.
Mr.
Perkins has been in compliance with the Order since issuance. The Order is not related in any manner with respect to the Company
or its related parties. To the extent the Order was entered (i.e. only copy available for inspection by management is an unsigned
version), there is no restriction on Mr. Perkins from engaging in an offering in California provided he complies with the appropriate
disclosures and laws. The Company is not aware of any similar orders in any other jurisdiction.
The
Company further discloses that the aforementioned Order references the failure of Mr. Perkins to disclose his eleven (11) pleas
of nolo contendere in the Circuit Court for Prince George’s County, Maryland, for fraudulent misappropriation by a fiduciary
in connection with a real estate transaction unrelated to the Company or its subsidiaries. On or about March 10, 2000, Mr. Perkins
had been arraigned on eleven counts of fraudulent misappropriation by a fiduciary. The alleged misappropriation occurred on or
about November 24, 1999 (i.e. the date set by the Court as the offense date). Mr. Perkins pled nolo contendere on August 31, 2000
without any admission or finding of guilt. Mr. Perkins was and had been given a five-year suspended sentence, which has since
expired. Mr. Perkins disclosed to the Company that he had subsequently obtained a judgment out of the Superior Court of Mecklenburg
County in North Carolina in the amount of $125,000 against an individual who defamed him and published false comments related
to his nolo contendere plea. The company further discloses that the state of Virginia Division of Securities conducted an investigation
into the matter. After careful review of the matter and applicable law, they concluded that no action was warranted and stated
that the matter is closed.
Joseph
Edu-Quayson – Chairman of the Ghana Committee
.
Mr.
Edu-Quayson is the Chairman of the Ghana Committee, which is a committee to the Board of Directors. Mr. Edu-Quayson is also the
Executive Director of Nationwide. He is an experienced Financial Analyst with an expertise in the money markets and micro credit.
He has worked extensively in high level positions with various organizations both home and abroad over the past 14 years.
Mr.
Edu-Quayson worked as an Accountant at Edward Consulting Ltd (UK) where he was responsible for the preparation of final accounts
and statutory returns to Companies House and Inland Revenue, preparation of monthly management accounts for internal decision
making, preparation of business plans for private enterprises and limited liability companies, working closely with most financial
institutions in the UK for clients services and approval of financial requests from clients and corporate bodies, providing consultative
meeting with clients, preparation of annual budgets etc.
He
was the Finance Manager for Consolidated African Finance (UK) from 2005 to 2008, where he was responsible for the preparation
of collateral management agreement with international lenders for trade “underlying” and derivatives in the commodity
market, controlling currency risk and mitigating financial risks on businesses, developing new business opportunities and ensuring
sustained business growth.
Mr.
Edu-Quayson also had a successful career with First Capital Plus Saving and Loans Company as Head of Finance and Accounts. He
was instrumental in raising capital to support the private sector in Africa through JP Morgan Chase London during his period with
First Capital Plus Saving and Loans Company. He has been the Executive Director for Nationwide Microfinance Limited from 2010
to the present. As Executive Director, Mr. Edu-Quayson has nurtured the growth of Nationwide from inception to its current status
as one of the leading Microfinance Companies in Ghana. He is an active member of the Chartered Institute of Management Accountants
(CIMA) UK.
(b)
Significant Employees. None
(c)
Family Relationships. Mr. Perkins’ wife, Xiang Mei Lin Perkins, is a beneficiary under the Perkins Trust.
(d)
Involvement in Certain Legal Proceedings.
Except
as otherwise disclosed, no officer, director, or persons nominated for such positions, promoter or significant employee has been
involved in the last ten years in any of the following:
|
•
|
Any
bankruptcy petition filed by or against any business of which such person was a general partner or executive officer either
at the time of the bankruptcy or within two years prior to that time;
|
|
|
|
|
•
|
Any
conviction in a criminal proceeding or being subject to a pending criminal proceeding (excluding traffic violations and other
minor offenses);
|
|
|
|
|
•
|
Being
subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction,
permanently or temporarily enjoining, barring, suspending or otherwise limiting his involvement in any type of business, securities
or banking activities; and
|
|
|
|
|
•
|
Being
found by a court of competent jurisdiction (in a civil action), the Commission or the Commodity Futures Trading Commission
to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended, or vacated.
|
(e)
The Board of Directors has two committees – the Operations and Ethics Committee and the Ghana Committee. The Operations
and Ethics Committee is not an independent Audit Committee and the Board has no separate committees dedicated to independent audit
oversight. The Company has no qualified financial expert at this time because it has not been able to hire a qualified candidate.
Further, the Company believes that it has inadequate financial resources at this time to hire such an expert. The Company intends
to continue to search for a qualified individual for hire.
(f)
Code of Ethics. We do not currently have a code of ethics.
.
Item
6. Executive Compensation.
On
December 31, 2016, the Company entered into an Employment Agreement with Mr. Perkins to serve as the Company’s Chairman
of the Board, Chief Executive Officer, Chief Financial Officer and Secretary, and a similar agreement with Mr. Edu-Quayson to
serve as the Chairman of the Ghana Committee (the “Employment Agreements”). The term of the Employment Agreements
is five years with successive one-year option terms. In consideration their services under the Employment Agreement, the Company
issued 10,000,000 shares of restricted common stock to Mr. Perkin’s designee – the Perkins Trust, which is allowed
for under Section 3.2 of the Employment Agreement, and 9,000,000 shares of restricted common stock to Mr. Edu-Quayson.
The
stock issuances are subject to certain lock-up provisions in the Employment Agreements, which are more thoroughly set forth in
the enclosed exhibits. Until the Company acquires additional capital, it is not anticipated that Mr. Perkins, Mr. Edu-Quayson,
or any future officer or director will receive cash or salaried compensation from the Company other than reimbursement for out-of-pocket
expenses incurred on behalf of the Company.
In
addition to this issuance, the Company agreed to issue Mr. Perkins, or his authorized designee, an option to purchase up to 10,000,000
shares of common stock of the Company per year at any time prior to the conclusion of the first year of the Employment Agreement,
i.e. prior to 365 days after execution of the Employment Agreement, at a price of $.005 per share, and annually thereafter for
a total of 5 consecutive years. The shares purchased under this option are subject to all rights and lock-up restrictions set
forth in the Employment Agreement. Similarly, the Company agreed to an option for Mr. Edu-Quayson to purchase up to 1,000,000
shares of common stock at a price of $.05 per share of the closing price of the Company’s stock quoted on a major exchange
one business day before purchase, and annually thereafter for a total of 5 consecutive years.
Mr.
Perkins, who is also a director, officer and control person of AmericaTowne and ATI Modular, intends to devote approximately twenty-five
(25) hours per week to the operations of the Company. This is merely an estimate and Mr. Perkins may spend more or less time operating
the Company depending on the implementation of the Company’s business plan. Other than as set forth above, the Company has
no stock option, retirement, pension, or profit sharing programs for the benefit of directors, officers or other employees, but
our sole officer and director may recommend adoption of one or more such programs in the future. The Company does not have a standing
compensation committee or a committee performing similar functions, though it may adopt a standing compensation committee in the
future, should directors and officers begin receiving regular cash salaries or other cash-based compensation.
Compensation
paid to executives and directors are detailed in the following tables..
Summary
Compensation Table
Name
and Principle Position
|
Year
|
Salary
|
Bonus
|
Stock
Awards
|
Option
Awards
|
Nonequity
Incentive Plan Compensation
|
Nonqualified
Deferred Compensation Earnings
|
All
Other Compensation
|
Total
|
Alton
Perkins (CEO, CFO, Secretary, and Chairman of the Board of Directors)
|
2016
|
$-
|
$-
|
10,000,000
|
$-
|
$-
|
$-
|
$-
|
|
|
|
|
|
|
|
|
|
|
|
Joseph
Edu-Quayson
|
2016
|
$-
|
$-
|
9,000,000
|
$-
|
$-
|
$-
|
$-
|
|
Outstanding
Equity Awards at Fiscal Year-End
Name
|
Option
awards
|
Stock
awards
|
Number
of securities underlying unexercised options
(#) exercisable
|
Number
of securities
underlying
unexercised
options
(#) unexercisable
|
Equity
incentive
plan awards: Number of
securities
underlying
unexercised
unearned
options
(#)
|
Option
exercise price
($)
|
Option
expiration date
|
Number
of shares or units of stock that have not vested
(#)
|
Market
value of shares of units of stock that have not vested
($)
|
Equity
incentive
plan awards: Number of
unearned
shares, units or other rights that have not vested
(#)
|
Equity
incentive
plan awards: Market or payout value of
unearned
shares, units or other rights that have not vested
($)
|
Alton
Perkins
|
10,000,000
|
40,000,000
|
|
.005
|
12/31/2021
|
|
|
|
|
Joseph
Edu-Quayson
|
1,000,000
|
4,000,000
|
|
.05
|
12/31/2021
|
|
|
|
|
Director
Compensation
Name
|
Fees
earned or paid in cash
($)
|
Stock
awards
($)
|
Option
awards
($)
|
Non-equity
incentive plan
compensation
($)
|
Nonqualified
deferred
compensation earnings
($)
|
All
other compensation
($)
|
Total
($)
|
Alton
Perkins
|
$-
|
$-
|
$-
|
$-
|
$-
|
$-
|
$-
|
Joseph
Edu-Quayson
|
$-
|
$-
|
$-
|
$-
|
$-
|
$-
|
$-
|
Item
7. Certain Relationships and Related Transactions, and Director Independence.
The
Company has not entered into, nor does it have plans to enter into, any related party transaction in excess of either $120,000
or 1% of the average of the Company’s total assets for the past two completed fiscal years, since the beginning of its last
completed fiscal year, i.e. since December 31, 2017. In fiscal years 2015 and 2014 the Company entered into several related party
transactions, some of which exceeded 1% of the average of the smaller reporting company’s total assets at year-end for the
last two completed fiscal years. Details regarding those related party transactions can be found in Note 4 to the Financial Statements
and is incorporated by reference herein. We do not have a policy or procedures in place for the review, approval or ratification
of any related-party transaction, other than, written consent in lieu of the meeting of the Board of Directors or shareholders,
as the case may be, for the given transaction. Our internal controls in the review, approval or ratification of related party
transactions are not sufficient. The Company has no disclosures regarding promoters since none have been used over the past five
years.
Mr.
Perkins is involved in other business activities and may, in the future, become involved in other business opportunities. These
other businesses might be vendors or service providers to the Company, e.g. AmericaTowne, ATI Modular, Yilaime, Yilaime NC and
AXP Holding, or might take more of Mr. Perkins’ time in providing director and officer services to the Company. Furthermore,
a conflict of interest might arise if Mr. Perkins’ other business activities coincide with an event of the Company. As a
result, Mr. Perkins would have to evaluate and act on a conflict in selecting between the Company and his other business interests.
The Company has not formulated a policy for resolution of any conflict of interest.
Similarly,
Mr. Edu-Quayson is involved in other business activities and may, in the future, become involved in other business opportunities.
These other businesses might be vendors or service providers to the Company, e.g. Nationwide, or might take more of Mr. Edu-Quayson’s
time in providing director services to the Ghana Committee. Furthermore, a conflict of interest might arise if Mr. Edu-Quayson’s
other business activities coincide with an event of the Company. As a result, Mr. Edu-Quayson would have to evaluate and act on
a conflict in selecting between the Company and his other business interests. The Company has not formulated a policy for resolution
of any conflict of interest.
We
do not have director independence under Item 407(a) of Regulation S-K. Pursuant to Article IX, Section 9.01 of our Bylaws dated
February 9, 2017:
No
contract or transaction shall be void or
voidable
if such contract or transaction
is
between
the Corporation
and one
or
more of its Directors or Officers, or between the Corporation and any other corporation, partnership, association, or other organization
in which one or
more
of its Directors or Officers, are directors or officers, or
have a financial interest, when such Director or Officer is present at or participates in the meeting of the Board, or the
committee
of the shareholders which authorizes the contract or transaction or his, her or
their
votes are counted for
such purpose,
if:
(a)
The
material
facts as to his, her or their
relationship
or interest and as to the contract or transaction are disclosed or are known to the Board of Directors or the committee
and are noted in the
minutes
of such meeting, and the Board or
committee
in
good faith authorizes
the contract or transaction by the
affirmative
votes
of
a
majority of
the
disinterested
Directors,
even though the disinterested
Directors
be less than a
quorum;
or
(b)
The
material
facts as to his, her or their relationship or relationships or
interest or interests and as to the contract or transaction are disclosed or are known
to
the shareholders entitled to vote
thereon,
and
the
contract or transaction is specifically approved in
good
faith
by
vote
of the shareholders; or
(c)
The contract or transaction is fair as to the Corporation as of the time it is authorized, approved or ratified, by the
Board of Directors, a committee of the shareholders; or
(d)
The fact of the common Directorship, office or financial interest is not disclosed or known to the Director or Officer at the
time the transaction is
brought
before the Board of Directors of the Corporation
for such action.
Such
interested Directors may be
counted
when
determining
the
presence of a quorum at the Board of Directors' or
committee
meeting
authorizing
the
contract
or
transaction.
Item
8. Legal Proceedings.
None.
Item
9. Market Price of and Dividends on the Registrant’s Common Equity and Related Stockholder Matters.
There
is no established public trading market for the Company’s common shares. Prior to October 14, 2016, the Company was incorporated
as EXA, Inc. (“EXAI”). Mr. Perkins was appointed as the Company’s sole director and officer on October 14, 2016.
On the same day, the Company formally changed its name from EXAI to ATI Nationwide Holding Corp. The Company also increased its
authorized common stock from 100,000,000 shares to 500,000,000 shares, and amended its fiscal year to December 31
st
.
The
Company’s Notice of Company-Related Action was approved by FINRA on June 6, 2017 changing the name of the Company and updating
the symbol to ATIN. The range of high and low bid information for the Company’s common shares for each full quarterly period
within the two most recent fiscal years, and any subsequent interim period for which financial statements are included, or as
required under Article 3 of Regulation S-X, is as follows:
|
10/01/15-
12/31/15
|
01/01/16-
03/31/16
|
04/01/16-
06/30/16
|
07/01/16-
09/30/16
|
10/01/16-
12/31/16
|
01/01/17-
03/31/17
|
4/01/17-6/30/17
|
07/1/2017-09/30/2017
|
High
|
0.00
|
0.0031
|
0.0066
|
0.004
|
0.40
|
0.30
|
0.20
|
0.15
|
Low
|
0.00
|
0.0041
|
0.003
|
0.0027
|
0.00
|
0.05
|
0.02
|
0.02
|
As
of September 30, 2017, the Company has 223,364,475 shares of common stock issued and outstanding, and no shares of preferred stock.
The Company has approximately 336 shareholders. The Company has not paid any cash dividends to date and does not anticipate or
contemplate paying dividends in the foreseeable future. It is the present intention of management to utilize all available funds
for the development of the Company’s business..
OTC
has discontinued the display of the Company’s quotes. The Company is currently listed by FINRA as a Caveat Emptor security
and public interest concern with the OTC. The potential reasons for this categorization are set forth at http://www.otcmarkets.com/stock/ATIN/quote,
even though no specific reason has been stated by OTC.
Item
10. Recent Sales of Unregistered Securities.
Within
the past three years, as described above, the Company has made issuances to AmericaTowne and Nationwide on December 31, 2016,
and the Perkins Trust and Mr. Edu-Quayson under the Employment Agreements. Those disclosures, explained above, are incorporated
herein by reference.
On
September 29, 2017, 5,188,989 shares were issued to Yilaime Corporation to retire $103,780 payable.
In
these issuances, the Company relied on Section 4(2) of the Securities Act of 1933, as amended. We believe that Section 4(2) was
available because neither of the issuances involved underwriters, underwriting discounts or commissions; restrictive legends had
been placed on the certificates; no sales were made by general solicitation. Other than these issuances, the Company has not issued
any shares of unregistered securities.
Item
11. Description of Registrant’s Securities to be Registered
.
Common
Stock
The
Company has 500,000,000 shares of authorized common stock (CUSIP# 00216B 105), of which, as of the end of its fiscal year had
223,364,475 issued and outstanding. Of the amount of issued and outstanding, AmericaTowne owns a total of 85,000,000 shares as
a result of the closing of the Stock Purchase Agreement with Carson Holdings and Mr. Passalaqua (65,000,000 shares) and closing
of the Subscription Agreement on December 31, 2016 with the Company (20,000,000 shares). In addition, the Perkins Trust holds
title to 10,000,000 shares as a result of the Employment Agreement between the Company and Mr. Perkins. Nationwide holds title
to 80,000,000 shares as a result of the issuance on December 19, 2016 pursuant to the Joint Venture Agreement, and Mr. Edu-Quayson
holds title to 9,000,000 shares as a result of the Employment Agreement with the Company.
The
holders of our common stock have equal ratable rights to dividends from funds legally available if and when declared by our board
of directors; are entitled to share ratably in all of our assets available for distribution to holders of common stock upon liquidation,
dissolution or winding up of our affairs; do not have preemptive, subscription or conversion rights and there are no redemption
or sinking fund provisions or rights; and are entitled to one non-cumulative vote per share on all matters on which stockholders
may vote. All shares of common stock now outstanding are fully paid and non-assessable and are fully paid for and non-assessable.
As of the date of this prospectus, we have not paid any cash dividends to stockholders. The declaration of any future
cash dividend will be at the discretion of our board of directors and will depend upon our earnings, if any, our capital requirements
and financial position and our general economic condition. It is our intention not to pay any cash dividends in the foreseeable
future, but rather to reinvest earnings, if any, in our business operations. We refer you to our Articles of Incorporation, Bylaws
and the applicable statutes of the State of Florida for a more complete description of the rights and liabilities of holders of
our securities.
Preferred
stock
The
Company has 2,000,000 shares of preferred stock. None of the Company’s preferred stock has been issued.
Anti-takeover
provisions
There
are no Florida anti-takeover provisions that may have the effect of delaying or preventing a change in control.
Reports
We
will be required to file reports with the SEC under section 15(d) of the Securities Act and the reports will be filed electronically.
The reports we will be required to file are Forms 10-K, 10-Q, and 8-K. You may read copies of any materials we file
with the SEC at the SEC's Public Reference Room at 100 F Street, N.E., Room 1580, Washington, D.C. 20549. You may obtain
information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. The SEC also maintains an
Internet site that will contain copies of the reports we file electronically. The address for the Internet site is www.sec.gov.
Stock
Transfer Agent
The
Company’s Transfer Agent is Pacific Stock Transfer located at 6725 Via Austi Parkway, Suite 300, Las Vegas, Nevada, 89119
(telephone number (702) 361-3033).
(b)
Debt Securities.
None
(c)
Other Securities to be Registered.
None
Item
12. Indemnification of Directors and Officers.
Pursuant
to Section 607.0850 of the Florida Business Corporation Act (the “Florida Corporation Act”), a corporation shall have
power to indemnify any person who was or is a party to any proceeding (other than an action by, or in the right of, the corporation),
by reason of the fact that he or she is or was a director, officer, employee, or agent of the corporation or is or was serving
at the request of the corporation as a director, officer, employee, or agent of another corporation, partnership, joint venture,
trust, or other enterprise against liability incurred in connection with such proceeding, including any appeal thereof, if he
or she acted in good faith and in a manner he or she reasonably believed to be in, or not opposed to, the best interests of the
corporation and, with respect to any criminal action or proceeding, had no reasonable cause to believe his or her conduct was
unlawful. The termination of any proceeding by judgment, order, settlement, or conviction or upon a plea of nolo contendere or
its equivalent shall not, of itself, create a presumption that the person did not act in good faith and in a manner which he or
she reasonably believed to be in, or not opposed to, the best interests of the corporation or, with respect to any criminal action
or proceeding, had reasonable cause to believe that his or her conduct was unlawful.
Furthermore,
under the Florida Corporation Act, a corporation has the power to purchase and maintain insurance on behalf of any person who
is or was a director, officer, employee, or agent of the corporation or is or was serving at the request of the corporation as
a director, officer, employee, or agent of another corporation, partnership, joint venture, trust, or other enterprise against
any liability asserted against the person and incurred by him or her in any such capacity or arising out of his or her status
as such, whether or not the corporation would have the power to indemnify the person against such liability under the provisions
of this section. Our Bylaws dated February 9, 2017 provide indemnification consistent with these provisions of the Florida Corporation
Act. Furthermore, our Bylaws specifically state that they these indemnity provisions are, “…
subject
to any restrictions under the rules promulgated by the United States Securities and Exchange Commission (the “SEC”)
regarding indemnification of directors and officers of public companies, and applicable insurance associated with such indemnification,
and subject to any and all limitations under laws of the State of Florida, more specifically, Section 607.0850 of the Florida
Business Corporation Act.”
The
Board of Directors of the Company may conclude that, to retain and attract talented and experienced individuals to serve as officers
and directors of the Company and to encourage such individuals to take the business risks necessary for the success of the Company,
it is necessary for the Company to contractually indemnify its officers and directors, and to assume for itself liability for
expenses and damages in connection with claims against such officers and directors in connection with their service to the Company,
and has further concluded that the failure to provide such contractual indemnification could result in great harm to the Company
and its stockholders.
We
believe that the inclusion of the indemnification provisions under our Bylaws are necessary to attract and retain qualified persons
as directors and officers. Insofar as indemnification for liabilities arising under the Securities Act of 1933 may eventually
be permitted under our Bylaws to directors, officers or persons controlling the Company pursuant to provisions of the State of
Florida, we have been informed that, in the opinion of the Commission, such indemnification is against public policy as expressed
in the Act and is, therefore, unenforceable.
Item
13. Financial Statements and Supplementary Data.
We
set forth below a list of our audited financial statements included in this Registration Statement on Form 10. The financial statements
follow page 26 of this Registration Statement on Form 10.
Item
14. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.
There
are not and have not been any disagreements between the Company and its accountants on any matter of accounting principles, practices
or financial statement disclosure.
Item
15. Financial Statements and Exhibits.
(a) Financial
Statements.
The
financial statements and related notes are included as part of this Registration Statement on Form 10 as indexed in the appendix
on page F-1 through F-6.
(b)
Exhibits.
SIGNATURES
Pursuant
to the requirements of Section 12 of the Securities Exchange Act of 1934, the registrant has duly caused this registration statement
to be signed on its behalf by the undersigned, thereunto duly authorized.
Date:
February 2, 2018
|
|
|
ATI
NATIONWIDE HOLDING CORP
|
|
|
|
|
|
|
By:
|
/s/ Alton Perkins
|
|
|
|
Alton
Perkins
Chairman
of the Board, Chief Executive Officer, Chief Financial Officer, Principal Accounting
Officer
|
ATI
NATIONWIDE HOLDING CORP.
|
F/K/A
EXA, INC.
|
BALANCE
SHEETS
|
|
|
|
|
|
|
September
30,
|
December
31,
|
|
|
2017
|
2016
|
|
|
(Unaudited)
|
|
|
Assets
|
|
|
|
|
|
|
Current
assets
|
|
|
Cash
and cash equivalents
|
$197
|
$1,010
|
Total
Current Assets
|
197
|
1,010
|
|
|
|
|
Total
Assets
|
$197
|
$1,010
|
|
|
|
|
|
Liabilities
and Stockholders' Equity
|
|
|
|
|
|
|
Current
Liabilities
|
|
|
Due
to related party
|
$2,106
|
$44,839
|
Total
Current Liabilities
|
2,106
|
44,839
|
|
|
|
|
Total
Liabilities
|
2,106
|
44,839
|
|
|
|
|
Commitments
and Contingencies
|
|
|
|
|
|
|
Stockholders'
Equity
|
|
|
Common
stock, par value $0.001; 500,000,000 shares authorized;
|
|
223,364,475
and 199, 175,486 shares issued and outstanding
|
99,694
|
99,175
|
Common
stock reserved
|
147
|
147
|
Additional
paid in capital
|
535,514
|
432,253
|
Accumulated
deficit
|
(637,264)
|
(575,404)
|
Total
stockholders' equity
|
(1,909)
|
(43,829)
|
Total
liabilities and stockholders' equity
|
$197
|
$1,010
|
|
|
|
|
|
|
|
|
See
Notes to Financial Statements
|
ATI
NATIONWIDE HOLDING CORP.
|
F/K/A
EXA, INC.
|
STATEMENTS
OF OPERATIONS
|
(UNAUDITED)
|
|
|
|
|
|
|
|
|
|
|
|
For
the Three Months Ended
|
For
the Nine Months Ended
|
|
September
30
|
September
30
|
|
2017
|
2016
|
2017
|
2016
|
|
|
|
|
|
Revenue
|
$-
|
$900
|
$-
|
$3,507
|
|
|
|
|
|
Operating
Expenses
|
|
|
|
|
General
and Administrative
|
7,712
|
1,465
|
22,757
|
10,467
|
Professional
Fees
|
14,463
|
500
|
39,103
|
1,500
|
Total
Operating Expenses
|
22,175
|
1,965
|
61,860
|
11,967
|
|
|
|
|
|
Net
Loss from Operation
|
(22,175)
|
(1,065.00)
|
(61,860)
|
(8,460)
|
|
|
|
|
|
Other
Expenses
|
-
|
832
|
-
|
4,040
|
|
|
|
|
|
Net
Income (Loss) from Operation before Taxes
|
(22,175)
|
(1,897.00)
|
(61,860)
|
(12,500)
|
|
|
|
|
|
Provision
for Income Taxes
|
-
|
-
|
-
|
-
|
|
|
|
|
|
Net
Loss
|
$(22,175)
|
$(1,897)
|
$(61,860)
|
$(12,500)
|
|
|
|
|
|
Net
Loss per Common Share-Basic and Diluted
|
$(0.00)
|
$(0.00)
|
$(0.00)
|
$(0.00)
|
|
|
|
|
|
Weighted
Average Number of Common
|
|
|
|
|
Shares
Outstanding Basic and diluted
|
218,231,888
|
69,175,486
|
217,498,523
|
69,175,486
|
|
|
|
|
|
|
|
|
|
|
See
Notes to Financial Statements
|
ATI
NATIONWIDE HOLDING CORP.
|
F/K/A
EXA, INC.
|
STATEMENTS
OF CASH FLOWS
|
(UNAUDITED)
|
|
|
|
|
|
|
|
|
|
|
For
the Nine Months Ended
|
|
|
September
30
|
|
|
2017
|
2016
|
Operating
Activities
|
|
|
|
Net
loss of the period
|
|
$(61,860)
|
$(12,500)
|
Change
in assets and liabilities
|
|
|
|
Accounts
receivable
|
|
-
|
(120)
|
Accounts
payable and accrued liabilities
|
|
-
|
7,025
|
Interest
payable
|
|
-
|
2,686
|
Net
cash used in operating activities
|
|
(61,860)
|
(2,909)
|
|
|
|
|
Financing
Activities
|
|
|
|
Advances
from related party
|
|
61,046
|
1,500
|
Net
cash provided by financing activities
|
|
61,046
|
1,500
|
|
|
|
|
Net
increase (decrease) in cash and equivalents
|
(813)
|
(1,409)
|
|
|
|
|
Cash
and equivalents at beginning of the period
|
1,010
|
4,025
|
Cash
and equivalents at end of the period
|
|
$197
|
$2,616
|
|
|
|
|
Supplemental
cash flow information:
|
|
|
|
Interest
paid
|
|
$-
|
$-
|
Income
taxes paid
|
|
$-
|
$-
|
|
|
|
|
|
|
|
|
|
|
|
|
See
Notes to Financial Statements
|
Notes
to Financial Statements
(Unaudited)
NOTE
1. ORGANIZATION AND DESCRIPTION OF BUSINESS
ATI
Nationwide Holding Corp., defined above and herein
as the “Company” or the “Issuer,” formerly EXA
,
Inc., was
incorporated under the laws of the State of Florida on September 24, 2001. The Company is a holding company whose purpose is to
develop into full-fledged national savings and loan operating in Ghana and elsewhere internationally. As with any business plan
that is aspirational in nature, there is no assurance we will be able to accomplish all of our objective or that we will be able
to meet our financing needs to accomplish our objectives.
On
October 3, 2016, pursuant to its obligations under the Joint Venture Agreement, AmericaTowne purchased 30,000,000 shares of the
Company’s common stock from Joseph Passalaqua for $100,000, and 35,000,000 shares of the Company’s common stock from
Carson Holdings, LLC, a Nevada limited liability company and related party to Joseph Passalaqua (“Carson Holdings”)
for $75,000. AmericaTowne used operating capital for the purchase. Joseph Passalaqua resigned as Chief Executive Officer and the
Company’s sole director. Mr. Perkins was appointed as the Company’s sole director and officer on October 14, 2016.
On the same day, the Company formally changed its name from EXA, Inc., to ATI Nationwide Holding Corp. The Company also increased
its authorized common stock from 100,000,000 shares to 500,000,000 shares.
NOTE
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis
of Presentation
These
financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America
("U.S. GAAP”).
Interim
Financial Statements
These
interim unaudited financial statements have been prepared in accordance with accounting principles generally accepted in the United
States for interim financial information. They do not include all the information and footnotes required by generally accepted
accounting principles for complete financial statements. Therefore, these financial statements should be read in conjunction with
the Company's audited financial statements and notes for the year ended December 31, 2016.
Accounting
Method
The
Company's financial statements are prepared using the accrual method of accounting. The Company has elected a fiscal year ending
on December 31.
Use
of Estimates
The
preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates
and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities
at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. In the
opinion of management, all adjustments necessary in order to make the financial statements not misleading have been included.
Actual results could differ from those estimates.
Financial
Instruments
The
carrying amount reported in the balance sheet for cash, accounts receivable, accounts payable, accrued expenses, interest payable
and short-term notes payable approximate fair value because of the immediate or short-term maturity of these financial instruments.
Cash
Equivalents
The
Company considers all highly liquid investments with maturity of three months or less when purchased to be cash
equivalents.
Accounts
Receivable
Accounts'
receivables are stated at the amount management expects to collect from outstanding balances. Management provides for probable
uncollected amounts through a charge to earnings and a credit to an allowance for bad debts based on its assessment of the current
status of individual accounts. Balances that are still outstanding after management has used reasonable collection efforts are
written off through a charge to the allowance for bad debts and a credit to accounts receivable.
Our
bad debt policy is determined by the Company's periodic review of each account receivable for reasonable assurance of collection.
Factors
considered are the exporter's financial condition, past payment history if any, any conversations with the exporter about the
exporter's financial conditions and any other extenuating circumstances. Based upon the above factors the Company makes a determination
whether the receivable are reasonable as of September 30, 2017, based upon our limited history, our allowance for bad debt is
just above bad debt we anticipate will be written off for the year.
Concentration
of Credit Risk
Financial
instruments that potentially subject the Company to a significant concentration of credit risk consist primarily of cash and cash
equivalents. The Company maintains deposits in federally insured financial institutions in excess of federally insured limits.
However, management believes the Company is not exposed to significant credit risk due to the financial position of the depository
institutions in which those deposits are held.
Income
Taxes
Income
taxes are provided in accordance with Statement of Financial Accounting Standards ASC 740 Accounting for Income Taxes. A deferred
tax asset or liability is recorded for all temporary differences between financial and tax reporting and net operating loss carry
forwards. Deferred tax expense (benefit) results from the net change during the year of deferred tax assets and liabilities. Deferred
tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion
of all of the deferred tax assets will be realized. Deferred tax assets and liabilities are adjusted for the effects of changes
in tax laws and rates on the date of enactment.
The
Company was established under the laws of the State of Delaware and is subject to U.S. federal income tax and Delaware state income
tax. Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of
assets and liabilities that will result in future taxable or deductible amounts and are based on enacted tax laws and rates applicable
to the periods in which the differences are expected to affect taxable income. Valuation allowances are established when necessary
to reduce deferred income tax assets to the amount expected to be realized.
Earnings
per Share
In
February 1997, the FASB issued ASC 260, "Earnings per Share", which specifies the computation, presentation and disclosure
requirements for earnings (loss) per share for entities with publicly held common stock. ASC 260 supersedes the provisions of
APB No. 15, and requires the presentation of basic earnings (loss) per share and diluted earnings (loss) per share. The Company
has adopted the provisions of ASC 260 effective (inception).
Basic
earnings or net loss per share amounts are computed by dividing the net income or loss by the weighted average number of common
shares outstanding. Diluted earnings per share are the same as basic earnings per share due to the lack of dilutive items in the
Company.
Impact
of New Accounting Standards
The
Company does not expect the adoption of recently issued accounting pronouncements to have a significant impact on the Company's
results of operations, financial position, or cash flow.
Revenue
Recognition
The
Company's revenue recognition policies comply with
FASB
ASC
Topic
605. The Company follows paragraph 605-10-S99-1 of the
FASB
Accounting Standards
Codification for revenue recognition. The Company will recognize revenue when it is realized or realizable and earned. The Company
considers revenue realized or realizable and earned when all of the following criteria are met: (i) persuasive evidence of an
arrangement exists, (ii) the product has been shipped or the services have been rendered to the customer, (iii) the sales price
is fixed or determinable, and (iv) collectability is reasonably assured.
The
Company does not provide unconditional right of return, price protection or any other concessions to its customers.
NOTE
3. GOING CONCERN
The
Company's financial statements are prepared using accounting principles generally accepted in the United States of America applicable
to a going concern that contemplates the realization of assets and liquidation of liabilities in the normal course of business.
The
Company is still in development stage and has not created sufficient revenue to cover any operating losses it may incur. The Company
has incurred losses since inception resulting in an accumulated deficit of $637,264 as of September 30, 2017 that includes loss
of $61,860 for the nine months ended September 30, 2017. Management's plans include the raising of capital through the equity
markets to fund future operations, seeking additional acquisitions, and generating of revenue through our business. However, there
can be no assurances the Company will be successful in its efforts to secure additional equity financing and obtaining sufficient
revenue producing contracts. These factors raise substantial doubt about the Company's ability to continue as a going concern.
The financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts,
or amounts and classification of liabilities that might result from this uncertainty.
NOTE
4. RELATED PARTIES TRANSACTIONS
At
December 31, 2016 and 2015, the Company has an outstanding payable of $0 and $11,000 to Lyboltd-Daly, Inc. (the company controlled
by Joseph Passalaqua, the Company’s former president). The payables are unsecured, non-interest bearing and have no fixed
terms of repayment, and therefore are deemed payable on demand.
From
2011 to 2013, the Company entered into 14 Promissory Notes with Cobalt Blue, LLC. (the company controlled by Joseph Passalaqua,
the Company’s former president). On December 22, 2012, the entered into a Promissory Note with Joseph Passalaqua (the Company’s
former president). The above notes payables are due on demand and carry 8% annual interest rate. On September 21, 2016, the principal
and interest payable were converted to 30,000,000 shares of common stock. The related interest expenses are $0 and $2,656 for
the nine months ended September 30, 2017 and 2016, respectively.
At
September 30, 2017 and December 31, 2016, the Company has an outstanding payable of $2,106 and $44,839 to Yilaime Corporation
(the company controlled by Alton Perkins, the Company’s director). The payables are unsecured, non-interest bearing and
have no fixed terms of repayment, and therefore are deemed payable on demand
The
Company paid $22,500 rent expenses to Yilaime Corporation for the nine months ended September 30, 2017.
NOTE
5. COMMON STOCK
The
Company has 500,000,000, $0.001 par value shares of common stock authorized.
On
December 30, 2016, the Company issued 80,000,000 shares to Nationwide Microfinance Limited (“Nationwide”) and 20,000,000
share to AmericaTowne Inc. in accordance with Joint Venture and Operational Agreement for exchange of Nationwide’s shares.
On January 10, 2017, 19,000,000 shares were also issued for this Agreement. Since Nationwide’s shares were not issued on
September 30, 2017, the transaction has not been completed and no related accounting entry was booked.
On
September 29, 2017, 5,188,989 shares were issued to Yilaime Corporation to retire $103,780 payable.
There
were 146,583 shares in reserve account as of September 30, 2017 and December 31, 2016.
NOTE
6. INCOME TAXES
Deferred
income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial
reporting purposes and the amounts used for income tax purposes.
The
cumulative tax effect at the expected rate of 34% of significant items comprising the net deferred tax amount is at September
30, 2017 and December 31, 2016 as follows:
|
|
|
|
|
|
|
|
|
|
September
30, 2017
|
|
|
|
December
31, 2016
|
|
|
|
|
|
|
|
|
|
Deferred
tax assets:
|
|
|
|
|
|
|
|
Net
operating losses
|
$
|
21,032
|
|
|
$
|
19,057
|
|
|
|
|
|
|
|
|
|
Total
deferred tax assets
|
|
21,032
|
|
|
|
19,057
|
|
Less:
valuation allowance
|
|
(21,032)
|
|
|
|
(19,057)
|
|
Deferred
tax assets, net
|
$
|
-
|
|
|
$
|
-
|
|
Reconciliation
of Effective Income Tax Rate
|
|
|
|
|
|
|
|
|
|
For
the Nine Months Ended September 30, 2017
|
|
|
|
For
the Nine Months Ended September 30, 2016
|
|
|
|
|
|
|
|
|
|
Statutory
U.S. tax rate
|
|
34.00%
|
|
|
|
34.00%
|
|
Less:
valuation allowance
|
(
|
34.00%
|
)
|
|
(
|
34.00%
|
)
|
Effective
income tax rate
|
|
0%
|
|
|
|
0%
|
|
REPORT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To
the Board of Directors and Stockholders of ATI Nationwide Holding Corp. (formerly EXA, Inc.)
We
have audited the accompanying balance sheets of ATI Nationwide Holding Corp. as of December 31, 2016 and 2015, and the related
statement of operations, stockholders' deficit, and cash flows for each of the years in the two-year period ended December 31,
2016. ATI Nationwide Holding Corp.'s management is responsible for these financial statements. Our responsibility is to express
an opinion on these financial statements based on our audits.
We
conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those
standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are
free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control
over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing
audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness
of the Company's internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining,
on a test basis, evidence supporting the amounts and disclosures in the financial statements; assessing the accounting principles
used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe
that our audits provide a reasonable basis for our opinion.
In
our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of ATI
Nationwide Holding Corp. as of December 31, 2016 and 2015, and the results of operations and cash flows for each of the years
in the two-year period ended December 31, 2016, in conformity with accounting principles generally accepted in the United States
of America.
The
accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed
in Note 3 to the financial statements, the Company is still in development stage and has not created sufficient revenue to cover
any operating losses it may incur. The Company has incurred accumulated deficit of $575,404 as of December 31, 2016 that includes
loss of $56,051 for the year ended December 31, 2016. These factors raise substantial doubt about its ability to continue as a
going concern. Management's plans concerning this matter are also described in Note 3. The accompanying financial statements do
not include any adjustments that might result from the outcome of this uncertainty.
/s/
Yichien
Yeh, CPA
Yichien Yeh, CPA
Oakland Gardens, New York
June 5, 2017
ATI
NATIONWIDE HOLDING CORP
Balance Sheet
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December
31,
|
December
31,
|
|
|
|
|
|
|
2016
|
2015
|
|
|
|
|
|
|
|
|
|
|
|
Assets
|
|
|
|
|
|
|
|
|
|
|
|
|
Current
assets
|
|
|
|
|
|
|
Cash
and cash equivalents
|
|
|
|
$ 1,010
|
$ 4,025
|
Accounts
receivable
|
|
|
|
$ -
|
$ 317
|
Total
Current Assets
|
|
|
|
|
1,010
|
4,342
|
|
|
|
|
|
|
|
|
Total
Assets
|
|
|
|
|
$ 1,010
|
$ 4,342
|
|
|
|
|
|
|
|
|
|
Liabilities
and Stockholders' Equity
|
|
|
|
|
|
|
|
|
|
|
|
Current
Liabilities
|
|
|
|
|
|
|
Accounts
payable and accrued liabilities
|
|
|
$ -
|
$ 25,737
|
Due
to related party
|
|
|
|
44,839
|
11,000
|
Interest
payable
|
|
|
|
|
-
|
11,908
|
Notes
payable-related parties
|
|
|
|
-
|
45,728
|
Total
Current Liabilities
|
|
|
|
44,839
|
94,373
|
|
|
|
|
|
|
|
|
Total
Liabilities
|
|
|
|
|
44,839
|
94,373
|
|
|
|
|
|
|
|
|
Commitments
and Contingencies
|
|
|
|
|
|
|
|
|
|
|
|
|
Stockholders'
Equity
|
|
|
|
|
|
|
Common
stock, par value $0.001; 500,000,000 shares authorized;
|
|
|
199,
175,486 and 69,175,486 shares issued and outstanding
|
99,175
|
69,175
|
Common
stock reserved
|
|
|
|
147
|
147
|
Additional
paid in capital
|
|
|
|
432,253
|
360,000
|
Accumulated
deficit
|
|
|
|
(575,404)
|
(519,353)
|
Total
stockholders' equity
|
|
|
|
(43,829)
|
(90,031)
|
Total
liabilities and stockholders' equity
|
|
|
$ 1,010
|
$ 4,342
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
See
Notes to Financial Statements
|
ATI
NATIONWIDE HOLDING CORP
Statement of Operations
|
|
|
|
|
For
the Years Ended
|
|
|
|
|
|
December
31
|
|
|
|
|
|
2016
|
2015
|
|
|
|
|
|
|
|
Revenue
|
|
|
|
|
$ 3,438
|
$ 6,260
|
|
|
|
|
|
|
|
Operating
Expenses
|
|
|
|
|
|
General
and Administrative
|
|
|
18,494
|
11,951
|
Professional
Fees
|
|
|
|
36,925
|
2,000
|
Total
Operating Expenses
|
|
|
55,418
|
13,951
|
|
|
|
|
|
|
|
Net
Loss from Operation
|
|
|
(51,981)
|
(7,691)
|
|
|
|
|
|
|
|
Other
Expenses
|
|
|
|
4,070
|
3,658
|
|
|
|
|
|
|
|
Net
Income (Loss) from Operation before Taxes
|
(56,051)
|
(11,349)
|
|
|
|
|
|
|
|
Provision
for Income Taxes
|
|
|
-
|
-
|
|
|
|
|
|
|
|
Net
Loss
|
|
|
|
|
$ (56,051)
|
$ (11,349)
|
|
|
|
|
|
|
|
Net
Loss per Common Share-Basic and Diluted
|
$ (0.00)
|
$ (0.00)
|
|
|
|
|
|
|
|
Weighted
Average Number of Common
|
|
|
|
Shares
Outstanding Basic and diluted
|
|
77,454,175
|
69,175,486
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
See
Notes to Financial Statements
|
ATI
NATIONWIDE HOLDING CORP
Statements
of Changes in Stockholders' Equity (Deficit)
|
|
|
|
|
Common
|
|
Additional
|
|
|
|
|
|
Common
Stock
|
|
Stock
|
|
Paid-In
|
|
Accmulated
|
|
|
|
Shares
|
|
Amount
|
|
Reserved
|
|
Capital
|
|
Deficit
|
|
Total
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance,
December 31, 2014
|
69,175,486
|
$
|
69,175
|
$
|
147
|
$
|
360,000
|
$
|
(508,004)
|
$
|
(78,682)
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
loss for the year ended December 31, 2015
|
-
|
|
-
|
|
-
|
|
-
|
|
(11,349)
|
|
(11,349)
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance,
December 31, 2015
|
69,175,486
|
$
|
69,175
|
$
|
147
|
$
|
360,000
|
$
|
(519,353)
|
$
|
(90,031)
|
|
|
|
|
|
|
|
|
|
|
|
|
Shares
issued for conversion of debts
|
30,000,000
|
|
30,000
|
|
-
|
|
42,822
|
|
-
|
|
72,822
|
|
|
|
|
|
|
|
|
|
|
|
|
Capital
contribution
|
-
|
|
-
|
|
-
|
|
29,431
|
|
-
|
|
29,431
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
loss for the year ended December 31, 2016
|
-
|
|
-
|
|
-
|
|
-
|
|
(56,051)
|
|
(56,051)
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance,
December 31, 2016
|
99,175,486
|
$
|
99,175
|
$
|
147
|
$
|
432,253
|
$
|
(575,404)
|
$
|
(43,829)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
See
Notes to Financial Statements
|
ATI
NATIONWIDE HOLDING CORP
Statement of Cash Flows
|
|
|
|
|
For
the Years Ended
|
|
|
|
|
|
December
31
|
|
|
|
|
|
2016
|
2015
|
Operating
Activities
|
|
|
|
|
|
Net
loss of the period
|
|
|
$ (56,051)
|
$ (11,349)
|
Change
in assets and liabilities
|
|
|
|
|
Accounts
receivable
|
|
|
(118)
|
(277)
|
Accounts
payable and accrued liabilities
|
|
4,129
|
6,464
|
Interest
payable
|
|
|
|
2,686
|
3,658
|
Net
cash used in operating activities
|
|
(49,354)
|
(1,505)
|
|
|
|
|
|
|
|
Financing
Activities
|
|
|
|
|
|
Advances
from related party
|
|
|
46,339
|
2,000
|
Net
cash provided by financing activities
|
|
46,339
|
2,000
|
|
|
|
|
|
|
|
Net
increase (decrease) in cash and equivalents
|
(3,015)
|
495
|
|
|
|
|
|
|
|
Cash
and equivalents at beginning of the period
|
4,025
|
3,530
|
Cash
and equivalents at end of the period
|
|
$ 1,010
|
$ 4,025
|
|
|
|
|
|
|
|
Supplemental
cash flow information:
|
|
|
|
Interest
paid
|
|
|
|
$ -
|
$ -
|
Income
taxes paid
|
|
|
|
$ -
|
$ -
|
|
|
|
|
|
|
|
Supplemental
Information of non-cash investing and financing activities:
|
|
|
Shares
issuance for debt conversion
|
|
$ 72,822
|
$ -
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
See
Notes to Financial Statements
|
Notes
to Financial Statements
NOTE
1. ORGANIZATION AND DESCRIPTION OF BUSINESS
ATI
Nationwide Holding Corp., defined above and herein
as the “Company” or the “Issuer,” formerly EXA
,
Inc., was
incorporated under the laws of the State of Florida on September 24, 2001. The Company is a holding company whose purpose is to
develop into full-fledged national savings and loan operating in Ghana and elsewhere internationally. As with any business plan
that is aspirational in nature, there is no assurance we will be able to accomplish all of our objective or that we will be able
to meet our financing needs to accomplish our objectives.
On
October 3, 2016, pursuant to its obligations under the Joint Venture Agreement, AmericaTowne purchased 30,000,000 shares of the
Company’s common stock from Joseph Passalaqua for $100,000, and 35,000,000 shares of the Company’s common stock from
Carson Holdings, LLC, a Nevada limited liability company and related party to Joseph Passalaqua (“Carson Holdings”)
for $75,000. AmericaTowne used operating capital for the purchase. Joseph Passalaqua resigned as Chief Executive Officer and the
Company’s sole director. Mr. Perkins was appointed as the Company’s sole director and officer on October 14, 2016.
On the same day, the Company formally changed its name from EXA, Inc., to ATI Nationwide Holding Corp. The Company also increased
its authorized common stock from 100,000,000 shares to 500,000,000 shares.
NOTE
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis
of Presentation
These
financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America
("U.S. GAAP”).
Accounting
Method
The
Company's financial statements are prepared using the accrual method of accounting. The Company has elected a fiscal year ending
on December 31.
Use
of Estimates
The
preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates
and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities
at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. In the
opinion of management, all adjustments necessary in order to make the financial statements not misleading have been included.
Actual results could differ from those estimates.
Financial
Instruments
The
carrying amount reported in the balance sheet for cash, accounts receivable, accounts payable, accrued expenses, interest payable
and short-term notes payable approximate fair value because of the immediate or short-term maturity of these financial instruments.
Cash
Equivalents
The
Company considers all highly liquid investments with maturity of three months or less when purchased to be cash equivalents.
Accounts
Receivable
Accounts'
receivables are stated at the amount management expects to collect from outstanding balances. Management provides for probable
uncollected amounts through a charge to earnings and a credit to an allowance for bad debts based on its assessment of the current
status of individual accounts. Balances that are still outstanding after management has used reasonable collection efforts are
written off through a charge to the allowance for bad debts and a credit to accounts receivable.
Our
bad debt policy is determined by the Company's periodic review of each account receivable for reasonable assurance of collection.
Factors
considered are the exporter's financial condition, past payment history if any, any conversations with the exporter about the
exporter's financial conditions and any other extenuating circumstances. Based upon the above factors the Company makes a determination
whether the receivable are reasonable 2016 and 2015, based upon our limited history, our allowance for bad debt is just above
bad debt we anticipate will be written off for the year.
Concentration
of Credit Risk
Financial
instruments that potentially subject the Company to a significant concentration of credit risk consist primarily of cash and cash
equivalents. The Company maintains deposits in federally insured financial institutions in excess of federally insured limits.
However, management believes the Company is not exposed to significant credit risk due to the financial position of the depository
institutions in which those deposits are held.
Income
Taxes
Income
taxes are provided in accordance with Statement of Financial Accounting Standards ASC 740 Accounting for Income Taxes. A deferred
tax asset or liability is recorded for all temporary differences between financial and tax reporting and net operating loss carry
forwards. Deferred tax expense (benefit) results from the net change during the year of deferred tax assets and liabilities. Deferred
tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion
of all of the deferred tax assets will be realized. Deferred tax assets and liabilities are adjusted for the effects of changes
in tax laws and rates on the date of enactment.
The
Company was established under the laws of the State of Delaware and is subject to U.S. federal income tax and Delaware state income
tax. Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of
assets and liabilities that will result in future taxable or deductible amounts and are based on enacted tax laws and rates applicable
to the periods in which the differences are expected to affect taxable income. Valuation allowances are established when necessary
to reduce deferred income tax assets to the amount expected to be realized.
Earnings
per Share
In
February 1997, the FASB issued ASC 260, "Earnings per Share", which specifies the computation, presentation and disclosure
requirements for earnings (loss) per share for entities with publicly held common stock. ASC 260 supersedes the provisions of
APB No. 15, and requires the presentation of basic earnings (loss) per share and diluted earnings (loss) per share. The Company
has adopted the provisions of ASC 260 effective (inception).
Basic
earnings or net loss per share amounts are computed by dividing the net income or loss by the weighted average number of common
shares outstanding. Diluted earnings per share are the same as basic earnings per share due to the lack of dilutive items in the
Company.
Impact
of New Accounting Standards
The
Company does not expect the adoption of recently issued accounting pronouncements to have a significant impact on the Company's
results of operations, financial position, or cash flow.
Revenue
Recognition
The
Company's revenue recognition policies comply with
FASB
ASC
Topic
605. The Company follows paragraph 605-10-S99-1 of the
FASB
Accounting Standards
Codification for revenue recognition. The Company will recognize revenue when it is realized or realizable and earned. The Company
considers revenue realized or realizable and earned when all of the following criteria are met: (i) persuasive evidence of an
arrangement exists, (ii) the product has been shipped or the services have been rendered to the customer, (iii) the sales price
is fixed or determinable, and (iv) collectability is reasonably assured.
The
Company does not provide unconditional right of return, price protection or any other concessions to its customers.
NOTE
3. GOING CONCERN
The
Company's financial statements are prepared using accounting principles generally accepted in the United States of America applicable
to a going concern that contemplates the realization of assets and liquidation of liabilities in the normal course of business.
The
Company is still in development stage and has not created sufficient revenue to cover any operating losses it may incur. The Company
has incurred losses since inception resulting in an accumulated deficit of $575,404 as of December 31, 2016 that includes loss
of $56,051 for the year ended December 31, 2016. Management's plans include the raising of capital through the equity markets
to fund future operations, seeking additional acquisitions, and generating of revenue through our business. However, there can
be no assurances the Company will be successful in its efforts to secure additional equity financing and obtaining sufficient
revenue producing contracts. These factors raise substantial doubt about the Company's ability to continue as a going concern.
The financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts,
or amounts and classification of liabilities that might result from this uncertainty.
NOTE
4. RELATED PARTIES TRANSACTIONS
At
December 31, 2016 and 2015, the Company has an outstanding payable of $0 and $11,000 to Lyboltd-Daly, Inc. (the company controlled
by Joseph Passalaqua, the Company’s former president). The payables are unsecured, non-interest bearing and have no fixed
terms of repayment, and therefore are deemed payable on demand.
From
2011 to 2013, the Company entered into 14 Promissory Notes with Cobalt Blue, LLC. (the company controlled by Joseph Passalaqua,
the Company’s former president). On December 22, 2012, the entered into a Promissory Note with Joseph Passalaqua (the Company’s
former president). The above notes payables are due on demand and carry 8% annual interest rate. On September 21, 2016, the principal
and interest payable were converted to 30,000,000 shares of common stock. The related interest expenses are $2,686 and $3,658
for the years ended December 31, 2016 and 2015, respectively.
At
December 31, 2016 and 2015, the Company has an outstanding payable of $44,839 and $0 to Yilaime Corporation (the company controlled
by Alton Perkins, the Company’s director). The payables are unsecured, non-interest bearing and have no fixed terms of repayment,
and therefore are deemed payable on demand
The
Company paid $7,500 rent expenses to Yilaime Corporation for the year ended December 31, 2016.
NOTE
5. COMMON STOCK
The
Company has 500,000,000, $0.001 par value shares of common stock authorized.
On
December 30, 2016, the Company issued 80,000,000 shares to Nationwide Microfinance Limited (“Nationwide”) and 20,000,000
share to AmericaTowne Inc. in accordance with Joint Venture and Operational Agreement for exchange of Nationwide’s shares.
Since Nationwide’s shares were not issued on December 31, 2016, the transaction has not been completed and no related accounting
entry was booked.
There
were 146,583 shares in reserve account as of December 31, 2016 and 2015
NOTE
6. INCOME TAXES
Deferred
income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial
reporting purposes and the amounts used for income tax purposes.
The
cumulative tax effect at the expected rate of 34% of significant items comprising the net deferred tax amount is at December 31,
2016 and 2015 as follows:
|
|
|
|
|
|
|
|
|
|
December
31, 2016
|
|
|
|
December
31, 2015
|
|
|
|
|
|
|
|
|
|
Deferred
tax assets:
|
|
|
|
|
|
|
|
Net
operating losses
|
$
|
19,057
|
|
|
$
|
3,859
|
|
|
|
|
|
|
|
|
|
Total
deferred tax assets
|
|
19,057
|
|
|
|
3,859
|
|
Less:
valuation allowance
|
|
(19,057)
|
|
|
|
(3,859)
|
|
Deferred
tax assets, net
|
$
|
-
|
|
|
$
|
-
|
|
Reconciliation
of Effective Income Tax Rate
|
|
|
|
|
|
|
|
|
|
For
the Year Ended December 31, 2016
|
|
|
|
For
the Year Ended December 31, 2015
|
|
|
|
|
|
|
|
|
|
Statutory
U.S. tax rate
|
|
34.00%
|
|
|
|
34.00%
|
|
Less:
valuation allowance
|
(
|
34.00%
|
)
|
|
(
|
34.00%
|
)
|
Effective
income tax rate
|
|
0%
|
|
|
|
0%
|
|