Item
1. Business
General
Corporate History
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.
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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the Company cancelled and rescinded the reverse stock split on May 22, 2015.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
.
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.
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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 the Company’s 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.
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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.
Business
Developments in Fiscal Year 2017
In
the fiscal year 2017, the Company’s primary focus has involved filing the Company’s Registration Statement on Form
10 and finalizing the Company’s company-related action pending with FINRA. The company-related action involved the approval
of the Company’s name change from EXA, Inc., to ATI Nationwide Holding Corp. The company-related action was approved on
or about June 7, 2017
The
Company is in the developmental stage and is focusing on finalizing the share issuance to Nationwide. Until the issuance of shares
under the Joint Venture Agreement is finalized, the Company’s operations will be minimal.
Employees
The
Company currently has two full-time employees.
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.
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