Item 5.01. Changes in Control of Registrant.
American Riding Tours Inc. (the "Company") on September 24, 2015, underwent a change of control of ownership. Edward C. Zimmerman III, the sole officer and director sold his ownership of 3,000,000 control shares to VERSAI Inc. VERSAI Inc. paid cash consideration of fifty thousand ($50,000) for the 3,000,000 control shares (see Exhibit 99.1 entitled "Share Purchase Agreement").
The Company has 3,300,000 common shares issued and outstanding. The transfer of ownership of 3,000,000 shares represents 90.9% ownership in the Company.
SECURITY OWNERSHIP OF BENEFICIAL OWNERSHIP AND MANAGEMENT
The following table presents information, to the best of our knowledge, about the ownership of our common stock on September 28, 2015 relating to those persons known to beneficially own more than 5% of our capital stock and by our named executive officer and sole director.
Beneficial ownership is determined in accordance with the rules of the U. S. Securities and Exchange Commission and does not necessarily indicate beneficial ownership for any other purpose. Under these rules, beneficial ownership includes those shares of common stock over which the stockholder has sole or shared voting or investment power. It also includes shares of common stock that the stockholder has a right to acquire within 60-days after September 28, 2015 pursuant to options, warrants, conversion privileges or other right. The percentage ownership of the outstanding common stock, however, is based on the assumption, expressly required by the rules of the Securities and Exchange Commission, that only the person or entity whose ownership is being reported has converted options or warrants into shares of American Riding Tours Inc.'s common stock.
TITLE OF CLASS
NAME OF BENEFICIAL
OWNER AND POSITION
VERSAI, Inc. (3)
Ownership upon conversion of Shareholders'
MVS, Inc. (4)
MVS, Inc. (4)(5)
DIRECTORS AND OFFICERS AS A GROUP
(1) Percent of Class based on 3,300,000 shares before conversion of registered preferred stock.
(2) Percent of Class based on 23,300,000 shares after conversion of the 200,000 registered preferred stock.
(3) VERSAI, Inc., 2006 Ladd Rd., Modesto, CA 95356.
(4) MVS Inc., 1825 Imperial Cup Dr., Las Vegas, NV 89117.
(5) At any time and from time-to-time any holder of the Preferred Convertible shares may convert any or all of the shares of Series A Convertible Preferred Stock held by such holder at the ratio of one hundred (100) shares of Common Stock for every one (1) share of Series A Convertible Preferred Stock. However, the beneficial owner of such Series A Convertible Preferred Stock cannot not convert their Series A Convertible Preferred stock where they will beneficially own in excess of 4.9% of the shares of the Common Stock.
If MVS Inc. converts their entire amount of registered preferred stock to common stock, they will at such time own 85.8% of our common stock. This would result in a change of control of the Company.
We believe that all persons named have full voting and investment power with respect to the shares indicated, unless otherwise noted in the table. Under the rules of the Securities and Exchange Commission, a person (or group of persons) is deemed to be a "beneficial owner" of a security if he or she, directly or indirectly, has or shares the power to vote or to direct the voting of such security, or the power to dispose of or to direct the disposition of such security. Accordingly, more than one person may be deemed to be a beneficial owner of the same security. A person is also deemed to be a beneficial owner of any security, which that person has the right to acquire within 60 days, such as options or warrants to purchase our common stock.
Item 5.02. Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers
On September 24, 2015, the Registrant accepted the resignation of Edward C. Zimmerman III as Officer and Director. Pursuant to Nevada Corporate law, NRS 78.335(5), the Board of Directors, prior to accepting the resignation of Edward C. Zimmerman III nominated Joseph S. Smith to the Board of Directors, effective September 24, 2015. Mr. Smith, accepted the nomination. The new board member will hold office for the unexpired term of his predecessor(s) and/or until his successor(s) are elected and qualified. Further, the board appointed Mr. Smith on an interim positions Chairman, CEO, and Chief Accounting Officer.
The new Board Member was appointed to the Board based on the change of company, whereby the new Board Member purchased 90.9% of the 3,300,000 issued and outstanding shares of capital stock of the Company.
No agreements exist among present or former controlling stockholders or directors of the Registrant with respect to the election of the members of the board of directors, and to the Registrant's knowledge, no other agreements exist which might result in a change of control of the Registrant.
CURRENT DIRECTORS AND OFFICERS
The names, ages and positions of the Company's director and executive officer are as follows:
Position & Offices Held
Joseph S. Smith
Director, CEO, Chief Accounting Officer
Background of Joseph S. Smith, PhD, MBA
Dr. Smith has co-founded and launched several start-up companies involved in optoelectronics, software development, artificial intelligence, pharmaceuticals, telecommunications, and 2 involved in the entertainment industry (PharmChem, RML Technologies, Carmel Sensors and SMS Logic) Dr. Smith began his career as an Analyst at Xerox Corporation. He later joined Phillip Morris Corporation in 1975 as Manager of Business Planning. In 1978 he joined Solomon Brothers and was named Vice President of Bond Portfolio Analysis in 1979.