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There is no guarantee that it will be possible to complete the remaining terms of the Agreement.
ATLAS TECHNOLOGY GROUP, INC.
NOTES TO CONDENSED UNAUDITED FINANCIAL STATEMENTS
FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2022
NOTE 1. NATURE OF OPERATIONS
Nature of Business
Atlas Technology Group, Inc., a Florida corporation, (“Atlas,” “the Company,” “We," "Us," or “Our’) is a SEC reporting shell company. Shares of our common stock can only be traded in the expert market as of the date of this report. We believe this is due to there being no broker dealers willing to quote our stock. We intend to seek approval for our shares of common stock to be traded on the Pink Sheets again. Once relisted on the Pink Sheets, we will then seek to merge with an entity with experienced management and opportunities for growth in return for shares of our common stock to create values for our shareholders. There is no guarantee that we will be successful in becoming relisted on the Pink Sheets and no potential merger candidate has been identified at this time.
Effective May 29, 2021, we entered into an agreement with Corporate Excellence Consulting Inc. (“CECI”), our then controlling shareholder, and Mr. David Cutler (“Mr. Cutler”) (“the Agreement”) under which:
- CECI surrendered, and we cancelled, the single outstanding share of Series A Preferred Stock. The single outstanding share of Series A Preferred Stock carried super preferred voting rights enabling the holder to vote the equivalent of 61% of all voteable preferred and common shares issued and outstanding,
- We issued a new share of Series A Preferred Stock, carrying the same super preferred voting rights described above, to Mr. Cutler. As a consequence of this issuance, Mr. Cutler became our new controlling shareholder,
- Mr. Cutler was appointed as a director of ours and as our Chief Financial Officer,
- Mr. Cutler paid $5,000 to CECI on our behalf as a partial repayment of the outstanding fees due by us to CECI,
- Mr. Cutler undertook to pay a further $30,000 on our behalf as a full and final settlement of the outstanding fees due by us to CECI, such payment to be made on the approval by FINRA of a proposed name change and reverse stock split,
- CECI agreed to accept the $35,000 to be paid to them by Mr. Cutler on our behalf in full and final settlement of the outstanding fees due by us to CECI.
The initial payment of $5,000 to CECI was made by Mr. Cutler as agreed.
There is no guarantee that it will be possible to complete the remaining terms of the Agreement.
Effective November 10, 2021, the Board of directors recommended, and the holder of a majority of the voting power of our outstanding common stock voted, to approve the following items:
- a reverse split of the common stock issued and outstanding on a one new share for one million (1,000,000) old shares basis as of November 10, 2021. Fractional shares will be rounded up to the next whole share. (This action requires an amendment to the Certificate of Incorporation and requires the approval of the Financial Industry Regulatory Authority (“FINRA”)), and
- a forward split of the common stock issued and outstanding as of November 10, 2021. Subsequent to the 1/1,000,000 reverse split described above, each share of post reverse split adjusted issued and outstanding Common Stock shall be forward split on a one for one hundred (100) basis such that each post reverse split old share represents 100 new shares. Fractional shares will be rounded up to the next whole share.
These proposed actions are still pending FINRA approval.
I agree 100%. Now that the pump and dump is over and insiders have dumped their shares the RS will take place.
This guy redgie is still the CEO right? It was him (not sure if he has any other pronouns) that buried this land mine I take it....
Z
Really? I see them happening every day. $ATYG is not immune.
I take a Def14 filed with the EFFING SEC Very seriously..........
And I don't see any 8K or Recusal of that Def14.
And all I was doing is trying to make peeps that are not aware of it to take caution.
And these POS aren't messing around.....I have NEVER seen a 1-1M Reverse Split in all of the 40+ years I've been playing this game.....lol
"To authorize a reverse split of the common stock issued and outstanding on a one new share for one million (1,000,000) old shares basis as of November 10, 2021. "
So keep SYH .........lol....Anybody that has a position in this had better keep an Eagle Eye on the Daily List........cause that's where the Doom will be revealed first.
https://www.sec.gov/Archives/edgar/data/1093636/000106594921000252/atlasdef14c.htm
Z
And I'm guessing those of us concerned about a R/S are in the minority anyway...
Generally, the split must be approved by either the board of directors or shareholders, depending on the company's bylaws and state corporate law. Public companies that file with the SEC can notify shareholders about an upcoming reverse stock split with a proxy statement on forms 8-K, 10-Q, or 10-K.
ATYG $$$ HUGE FIREWORKS NEXT WEEK IN STORE, LOOK AT THE CHART, CURVING UP HUGE, I SEE 2 MORE HUGE CANDLES COMING, .01-.02 OR MORE VERY POSSIBLE, IF ANOTHER PR HITS....
$0.02 is inevitable
Mark this post!!!
$ATYG
#ELGORDODAMUS
We Still prime for more upward momentum
On the Technical and Disclosure alone...
Another News Release indicating
$ATYG next move will catapult this..
I’m expecting a move .0028-.0033 range
On a Gap up TUESDAY!!!
But this whole week we could see more
Of FRIDAY action.
GLTA!!!!
$ATYG
#ELGORDODAMUS
The stock has lots of room to run according to the technical indicators
Trading 101
Thats because FINRA doesnt approve R/S's SMH
Don't worry, R/S non-issue.
Posts were already made by others, "Atlas Technology Group, Inc. is now Saxon Capital Group Inc. in Delaware with a new SS and no R/S in new registered company."
You are not up to date Zardiw. In the last 10 months FINRA never approved it.
Furthermore, $ATYG changed their state of incorporation to Delaware. They have no plans to file an Amendment to change the SS according to the 5 documents filed on Fri. Have you read them? If so, you would have known a RS is a non-issue.
JMO
#DDAmanda Chart on: $ATYG :
You can find these before they run. #DDAmanda works.
#DDAmanda is still the best way to find #WinningStocks.
Contact/Text: 760 702-2009
What the Fact (Factor) Column is:
The Factor is a proprietary indicator used for scanning in #DDAmanda.
It's defined as Today's $Traded divided by the average daily $Traded (20 day avg).
SO, if a stock has say a 10 Factor that day, it means she traded 10 Times the $ she normally trades.
That's significant, and many times indicates that a run in the stock is coming.
Cutler and Green are in here for a Reason, Big Names..$$$ ATYG Explodes Next week...Everyone in the Know last Friday we're loading Big, I am sure they know Something Big is Coming ..
Its a newly formed shell company. Says this right in the 8k. Also on the Delaware SOS
Atlas’s redomicile from Florida to Delaware by means of a merger with and into a newly formed and wholly owned Delaware subsidiary corporation, Saxon Capital Group, Inc., formed for purposes of the merger with us in order to change the Company’s domicile and it will be a name change concurrently.
https://ih.advfn.com/stock-market/USOTC/atlas-technology-pk-ATYG/stock-news/88970451/current-report-filing-8-k
Guys its a different company...Im trying to do dd on this, but I dont think merging company has been announced yet...Its a different Saxon Capital... I have a lot on the line here...we need accurate info.THIS IS FALSE INFORMATION. SAXON CAPITAL GROUP (SCGX-OTC) IS NOT THE SAME AS ATLAS NOR ARE THEY MERGING WITH ATLAS. WE'VE INSTRUCTED MICRO CAP TO RETRACT THAT NEWS.
— Howard R. Baer (@hrbaer321) September 2, 2022
Just hoping to salvage something from the 6 million shares I bought in the trips when it was the Racing Limos junk stock.
LMAO this pile of shit shell company meets 0 of the requirements to be listed on an actual exchange
Quote:
$ATYG from Expert Market to Pink
To Merger to Nasdaq up listing
NYSE!
We went from Expert Market to Pink
Now Merger only one more left
Nasdaq up listing...
Let’s go $ATYG
#ELGORDODAMUS
They can’t buyback shares. Any buyback of shares has to come from profits. This is a 0 revenue shell company so they have 0 money
Atlas’s redomicile from Florida to Delaware by means of a merger with and into a newly formed and wholly owned Delaware subsidiary corporation, Saxon Capital Group, Inc., formed for purposes of the merger with us in order to change the Company’s domicile and it will be a name change concurrently.
Yes they created a new shell company in Delaware to transfer the shell fro Florida. So nothing has really changed it’s still a 0 revenue shell company.
Atlas’s redomicile from Florida to Delaware by means of a merger with and into a newly formed and wholly owned Delaware subsidiary corporation, Saxon Capital Group, Inc., formed for purposes of the merger with us in order to change the Company’s domicile and it will be a name change concurrently.
$ATYG
ANY News of a Stock Buyback
Will Blow the Lid off this ticker!
And a possibility of a Short Squeeze
Can occur ..This Week we can see a Gap up for the next 3-4 Trading Days
It will be Interesting to see!!
#ELGORDODAMUS
Quote:
The Company $ATYG is Restructuring
Since Mid last year ,
Many propositions and ideas were put out
It does not mean they will be executed.
That’s why any savvy trader knows that
That you can only rely on the latest
Filling.
This ticker is just getting started
We should see pennies before the next
Big News hit.
You either in it or out Either way
This Chart will do what the chart will do.
Keep in mind the Company is now in Delaware not Florida.
IMHO the Best is yet to come!!!!
$ATYG
#ELGORDODAMUS
Current Report Filing (8-k)
Source: Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report: August 30, 2022
Atlas Technology Group, Inc.
(Exact name of registrant as specified in its charter)
Florida 000-28675 94-3370795
(State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification Number)
PO Box 147165, Lakewood, Colorado, 80214
(Address of Principal Executive Offices and Zip Code)
303-323-4896
(Registrant's Telephone Number, Including Area Code)
_____________________________
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
[_] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[_] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[_] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[_] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act: None
Title of each Class Trading Symbol Name of each exchange on which registered
N/A N/A N/A
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter)
Emerging Growth Company [X]
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [_]
Item 3.03 Material Modification to Rights of Security Holders
As previously described in our Definitive Proxy Statement filed on August 2, 2022 with the Securities and Exchange Commission, effective August 30, 2022, the Board of Directors and the controlling shareholder of Atlas Technology Group, Inc., (the “Company”) in accordance with the provisions of the Articles of Incorporation, as amended, and by-laws of the Company, the following actions were approved as follows:
Atlas’s redomicile from Florida to Delaware by means of a merger with and into a newly formed and wholly owned Delaware subsidiary corporation, Saxon Capital Group, Inc., formed for purposes of the merger with us in order to change the Company’s domicile and it will be a name change concurrently.
A copy of the Agreement and Plan of Merger is attached in its entirety as Exhibit 10.1.
Item 5.03 – Amendments to Articles of Incorporation or Bylaws
Pursuant to our Definitive 14C filed with the Securities and Exchange Commission on August 2, 2022, the directors approved and the majority shareholder voted to approve, the following:
Atlas’s redomicile from Florida to Delaware by means of a merger with and into a newly formed and wholly owned Delaware subsidiary corporation, Saxon Capital Group, Inc., formed for purposes of the merger with us in order to change the Company’s domicile and it will be a name change concurrently.
A copy of the Company’s Certificate of Incorporation of Saxon Capital Group, Inc is included as Exhibit 3i.1. As of the date of this filing, the Company has not yet received the filed stamped copy of the Articles of Merger (FL) and Certificate of Merger (DE). The executed form of the Articles of Merger (FL) as initially filed is submitted as Exhibit 3i.2 and the executed form of the Certificate of Merger (DE) as initially filed is submitted as Exhibit 3i.3.
Item 5.07 - Submission of Matter to a Vote of Security Holders
On August 2, 2022, the Company filed a Definitive 14C filed with the Securities and Exchange Commission and mailed to shareholders notifying shareholders of record that the directors approved and the majority shareholder voted to approve the following:
1. To authorize the Board of Directors to grant authority to redomicile and reincorporate by merger in Delaware.
2. To authorize the Board of Directors to change the name of the corporation to Saxon Capital Group, Inc.
As of August 1, 2022, the Majority Shareholder held of record one share of Series A Super Majority Voting Preferred Stock and has voting rights equivalent to 68% of the number of votable preferred and common shares issued and outstanding (5,850,705,874 common shares). As of August 1, 2022, the voting rights of the Majority Shareholder was equal to 68% of the total voting rights. The Majority Shareholder is David Cutler, our Chief Financial Officer and director. The remaining outstanding shares of common stock are held by approximately 91 other shareholders of record.
Item 8.01 – Other Events
We anticipate that our stock trading symbol (currently “ATYG”) will be changed in the near future to more closely reflect our new corporate name Saxon Capital Group, Inc. In the future, we will issue a Form 8-K and a press release about the new stock trading symbol.
1
Item 9.01 - Exhibits
The following exhibits are filed with this report on Form 8-K.
Exhibit Number Exhibit
3i.1 Certificate of Incorporation of Saxon Capital Group, Inc. - DE
3i.2 Articles of Merger - FL
3i.3 Certificate of Merger - DE
10.1 Agreement and Plan of Merger
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned, hereunto duly authorized.
Atlas Technology Group, Inc.
By: /s/ David J. Cutler
_______________________________
David J. Cutler
Title: Chief Financial Officer
Date: September 1, 2022
$ATYG
#ELGORDODAMUS
Atlas Technology Group Inc (OTCMKTS: ATYG) is and SEC filer and a perfect merger candidate with under $200k in liabilities and no convertible debt on the books.
We just getting started!!!!
$ATYG
#ELGORDODAMUS
So they're going to merge 2 shells, and call it a cucoon ,FINRA ,willing? TH, Tally HO. folks . ATYG . The mystery deepens.
I couldn’t care less, Fact is FINRA doesn’t approve corporate actions. Claims to the contrary are Misinformation.
READ:
https://www.finra.org/investors/insights/corporate-actions-public-companies-what-you-should-know
Excellent, thank you for making those points clear.
First off FINRA does not approve a RS they simply facilitate the process.
Second this merger is not with Saxon Capital Group as being promoted. They already trade on NASDAQ under SCGX
This is a newly formed shell registered in Delaware
Quote:
FINRA does not approve reverse splits, but it does process reverse stock splits as part of its functions related to company corporate actions in the OTC market. OTC companies must submit notice to FINRA 10 days prior to the record/effective date of the corporate action.
So much false and misleading information being posted.
First off FINRA does not approve a RS they simply facilitate the process.
Second this merger is not with Saxon Capital Group as being promoted. They already trade on NASDAQ under SCGX
This is a newly formed shell registered in Delaware
FILE NUMBER 6911660
ENTITY NAME SAXON CAPITAL GROUP, INC.
https://icis.corp.delaware.gov/eCorp/EntitySearch/NameSearch.aspx
FINRA does not approve reverse splits, but it does process reverse stock splits as part of its functions related to company corporate actions in the OTC market. OTC companies must submit notice to FINRA 10 days prior to the record/effective date of the corporate action.
https://www.finra.org/investors/learn-to-invest/types-investments/stocks/stock-splits
To clarify:
“(This action requires an amendment to the Certificate of Incorporation and requires the approval of the Financial Industry Regulatory Authority (“FINRA”).”
From FINRA:
Be Wary of Announcements Regarding FINRA "Approval" of a Corporate Action
Companies undergoing a corporate action often issue a press release or other communication, such as a tweet or other social media post, to provide details of the change. For instance, a company might announce a new corporate name that reflects a change in product lines or business focus. However, in the past, some companies have used these publications to suggest that FINRA has somehow "approved" a corporate action or that a corporate action will be effective once FINRA approves it. To clarify, this is not the case: FINRA does not approve corporate actions.
https://www.finra.org/investors/highlights/corporate-actions-public-companies-what-you-should-know
Correct.
It is not approved by FINRA.
WRONG COMPANY. That company is already listed on NASDAQ and trades at $18 per share. I suggest better DD in the future
Call FINRA and ask them. It is not approved by FINRA
QTRADERQ...HOW ARE YOU MY FRIEND, GOOD TO SEE U HERE...ATGY $$$ GOING TO HAVE A BIG WEEK, THIS MEGA-MERGER COULD BE HISTORIC, IM THINKING .01+ AT LEAST NEXT WEEK, I DONT THINK THEY ARE FINISHED WITH PR's, THEY COULD BE BUYING BACK SHARES AND THEY COULD REDUCE THE SS BY BILLIONS, AGREE NO RS IS COMING !!...
Agree 100%
Quote:
EXACTLY. ATYG has been re-incorporated in DELAWARE. This is a moot point now. Going forward Delaware calls the shots, not Florida
$ATYG
Agree 100%
Quote:
different company, different strategy. The reverse split, first off, Finra would never have approved it, secondly, the SOS is entirely different now since they moved it from Florida to Delaware, third, the new filings don't suggest a reverse split in play here.
$ATYG
EXACTLY. ATYG has been re-incorporated in DELAWARE. This is a moot point now. Going forward Delaware calls the shots, not Florida
This action requires an amendment to the Certificate of Incorporation (IN DELAWARE) and (also) requires the approval of the Financial Industry Regulatory Authority (“FINRA”)
Agreed
Yes, different company, different strategy. The reverse split, first off, Finra would never have approved it, secondly, the SOS is entirely different now since they moved it from Florida to Delaware, third, the new filings don't suggest a reverse split in play here.
FINRA never approved. LOL. Now they redomiciled from Florida to Delaware so it's no longer an issue. Now with RM into SAXON's newly created public sub we await to learn new business model, assets, operations and strategic plans for the future. I'm excited and expect to see a nice pop this week.
$0.005 by EOW would not surprise me :))
JMO
This does not look like a solar play:
Saxon Capital Group manages or advises assets of approximately US $25 Billion. Saxon Capital Group has operating investments on five continents and is currently working on Asia Pacific emerging markets.
Also mentioned in the last 10k too:
“a reverse split of the common stock issued and outstanding on a one new share for one million (1,000,000) old shares basis as of November 10, 2021. Fractional shares will be rounded up to the next whole share. (This action requires an amendment to the Certificate of Incorporation and requires the approval of the Financial Industry Regulatory Authority (“FINRA”))”
Look at the doc there and it clearly indicates RS needs the approval of FINRA.
https://twitter.com/johnspirit1/status/1566239510815539200
Looks like the info on the FINRA site is out dated:
https://www.finra.org/investors/learn-to-invest/types-investments/stocks/stock-splits
uptick1000, I Agree 100%, Excellent Find(DD),, Looks Like ATYG $$$ is going to Have a Huge Week, Blue-Skies Ahead..
$ATYG from Expert Market to Pink
To Merger to Nasdaq up listing
NYSE!
Let’s go $ATYG
#ELGORDODAMUS
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Moderators VeronicaFox |
Reporting Status | Dark: Alternative Reporting Standard Deregistered a/o Nov 12, 2010 |
Audited Financials | Audited |
Latest Report | Mar 31, 2013 Quarterly Report |
CIK | 0001093636 |
Fiscal Year End | 12/31 |
OTC Marketplace | Pink No Information |
SIC - Industry Classification | 7312 - Outdoor advertising services |
Incorporated In: | DE, USA |
Year of Inc. | 1997 |
Employees | 50 a/o Mar 27, 2016 |
Christopher Broughton | CEO |
Gary D. Lopez | President |
Michael Zoyes | Consultant |
Not Available |
Acadia Group Inc. |
10757 S. Riverfront Pkwy. |
Suite 125 |
South Jordan, UT, 84095 |
United States |
Market Value1 | $52,807 | a/o Feb 24, 2017 | |
Authorized Shares | 15,000,000,000 | a/o Aug 02, 2013 | |
Outstanding Shares | 5,280,705,874 | a/o Aug 02, 2013 | |
-Restricted | Not Available | ||
-Unrestricted | Not Available | ||
Held at DTC | Not Available | ||
Float | 4,519,348,854 | a/o Aug 02, 2013 | |
Par Value | 0.0001 |
Signature Stock Transfer, Inc. |
115 | a/o Aug 02, 2013 |
Atlas Technology Group, Inc.
PO Box 147165
Lakewood, CO 80214
QUESTION: Why did David Cutler leave up the Racing Limos sign on the ATYG
OTCMarkets profile? That’s misleading.
QUESTION: Why is Courtney Morris still listed as CEO, SECRETARY, AND
DIRECTOR ON the FLORIDA SOS? This was supposedly changed, yet the
SOS doesn't reflect the changes. Why not? It appears Cutler and his nominee,
Redgie Green, dropped the ball a/o 09/05/21
http://search.sunbiz.org/Inquiry/CorporationSearch/SearchResultDetail?inquirytype=EntityName&directionType=Initial&searchNameOrder=MOXIEMOTIONPICTURES%20P150000656311&aggregateId=domp-p15000065631-854a8494-9bab-4756-b85e-7779f681c576&searchTerm=Moxie%20motion%20pictures&listNameOrder=MOXIEMOTIONPICTURES%20P150000656311
NOT CLEAN DAVID CUTLER - Cutler was barred by the PCAOB from being an
associated person of a registered public accounting firm.
This bar was lifted by the PCAOB effective January 15, 2020.
I won’t be sweeping Cutler’s NOT CLEAN background under the rug.
Respondents:
1) failed to exercise due professional care,
2) including professional skepticism, and
3) failed to obtain sufficient appropriate audit evidence to support the
opinion expressed in the auditor's report.
4) failed to obtain sufficient appropriate evidence to address identified
fraud risks related to Sungame's revenue and unearned revenue.
5) failed to adequately document critical aspects of the audit
6) Cutler failed to adequately supervise the audit.
See the PCAOB letter below, along with a link to factual information:
ETC.
BE CAREFUL OF PUMP-N-DUMPS
DON’T BE FOOLED BY FAKE CLAIMS
READ MORE HERE:
https://pcaobus.org/Enforcement/Decisions/Documents/105-2017-003-Cutler.pdf
Atlas has been a holding company. In 2014 its asset, Racing Limos America,
Inc. was removed from the Company. In January of 2014 ATYG acquired Green
LED Technology Inc. (GLT) GLT is an Energy Efficient Lighting Distributor. It
imports products from China that have been private labeled under the trade
name ECOGREENBULB & REPCO Brands. In October of 2015, The Company
Acquired Moxie Motion Pictures Inc. Michael Zoyes tried to change its name
to Moxie Motion Pictures Inc. These Corporate Actions were NEVER accepted
by FINRA, hence NO Name change.
** MICHAEL ZOYES was listed as an a “consultant” for ATYG
EDGAR: https://www.sec.gov/edgar/browse/?CIK=1093636&owner=exclude
OTCMarkets: https://www.otcmarkets.com/stock/ATYG/overview
Company History
IRREGARDLESS IF IT'S CONSIDERED "WONDERFUL"
OR NOT, THIS SECTION OF THE IBOX IS FACTUAL, NOT
FOR PROMOTION, NOT A PUMP & DUMP
~~~~~~~~~~~~~~~~~~~~~~~~~~~
***Werbe's Wonderful section of IBOX***
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