Confidential,
for Use of the Commission Only (as permitted by Rule
14c-5(d)(2))
o
Definitive
Information Statement
ATM
Financial Corp.
(Name
of Registrant As Specified In Its Charter)
Payment
of Filing Fee (Check the appropriate box):
x
No fee
required
o
Fee
computed on table below per Exchange Act Rules 14c-5(g) and
0-11
(1)
Title
of each class of securities to which transaction
applies:
(2)
Aggregate
number of
securities to which transaction applies:
(3)
Per
unit price or other underlying value of transaction computed pursuant
to
Exchange Act Rule 0-11 (set forth the amount on which the filing
fee is
calculated and state how it was determined):
(4)
Proposed
maximum
aggregate value of transaction:
(5)
Total fee
paid:
o
Fee paid previously with
preliminary materials.
o
Check
box if any part of the fee is offset as provided by Exchange Act
Rule
0-11(a)(2) and identify the filing for which the offsetting fee
was paid
previously. Identify the previous filing by registration statement
number,
or the Form or Schedule and the date of its filing.
(1)
Amount Previously
Paid:
(2)
Form, Schedule
or
Registration Statement No.:
(3)
Filing
Party:
(4)
Date
Filed:
ATM
Financial Corp.
(a
Nevada corporation)
INFORMATION
STATEMENT
Date
first mailed to stockholders: _____________, 2008
WE
ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND US A
PROXY.
Item
1. Information Required by Items of Schedule 14A
Introduction
This
Information Statement has been filed with the Securities and Exchange Commission
(the “SEC”) and is being mailed or otherwise furnished to the registered
stockholders of ATM Financial Corp. (the “Company”) in connection with the
approval by the sole director of the Company, and the written consent of the
holder of a majority of the Company’s outstanding shares of common stock, of the
following resolutions:
The
Amendment is described in greater detail below.
Approval
of the Resolution
Section
78.320 of the Nevada Revised Statutes and the Company’s Bylaws provide that any
action required or permitted to be taken at a meeting of the stockholders may
be
taken without a meeting if stockholders holding at least a majority of the
voting power sign a written consent approving the action.
On
February 22, 2008, the sole director of the Company approved and recommended
the
Amendment. Each share of Common Stock entitles its holder to one vote on each
matter submitted to the stockholders. However, because stockholders holding
at
least a majority of the voting rights of all outstanding shares of capital
stock
as of February 22, 2008 will have voted in favor of the foregoing proposal
by
written consent, and having sufficient voting power to approve such proposal
through their ownership of capital stock, no other stockholder consents will
be
solicited in connection with this Information Statement.
The
Company has obtained all necessary corporate approvals in connection with the
Amendment and your consent is not required and is not being solicited in
connection with the approval of the Amendment. This Information Statement is
furnished solely for the purpose of informing stockholders in the manner
required under the Securities Exchange Act of 1934 of these corporate actions
before they take effect.
This
Information Statement is dated __________, 2008 and is first being mailed to
stockholders on or about __________, 2008. Only stockholders of record at the
close of business on __________, 2008 are entitled to receive this Information
Statement.
Effective
Date
The
Amendment will become effective on the earlier of (i) 21 days from the date
this
Information Statement is first mailed to the stockholders, or, (ii) such later
date as approved by the sole director, in its sole discretion. The Amendment
will become effective through the filing of a Certificate of Amendment with
the
Secretary of State of Nevada.
Dissenter's
Rights of Appraisal
Neither
the Articles of Incorporation and Bylaws of the Company nor the Nevada Revised
Statutes provide for dissenters' rights of appraisal in connection with the
Amendment.
Stock
Certificates
Stockholders
will be required to exchange their stock certificates for new certificates
representing the shares of common stock after giving effect to the Amendment
with our Transfer Agent. Upon receipt of an existing stock certificate,
Pacific
Stock Transfer (the “Transfer Agent”), of 500 E Warm Springs Road, Suite 240,
Las Vegas, NV89119, Telephone number: (702) 361-3033,
will
issue to the stockholder a new certificate representing the new name of the
Company.
The
certificates representing shares of new common stock will contain the same
restrictive legend as is on the shares of existing common stock in exchange
for
which the new shares are being issued.
On
January 10, 2008, the Company’s sole director, Ms. Viktoria Vynnyk, entered into
a Securities Purchase and Sale Agreement pursuant to which Rudana Investment
Group AG acquired 4,000,000 shares of the Company’s common stock, with a par
value of $0.0001 per share. Pursuant to a subsequent stock dividend by the
Company, Rudana Investment Group AG now owns 28,000,000 shares of the Company’s
common stock.
In
connection with the change in control, the Company’s Board of Directors intends
to explore new business operations and has chosen a new name to reflect such
operations.
Voting
Securities and Principal Holders Thereof
Voting
Securities
As
of the
close of business on February 22, 2008, 40,114,900 shares of the Company’s
common stock were issued and outstanding. Each share of common stock is entitled
to one vote on all matters upon which such shares can vote. All shares of common
stock are equal to each other with respect to the election of
directors.
Security
Ownership of Certain Beneficial Owners and Management
The
following table sets forth, as of the close of business on February 22, 2008,
the total number of shares owned beneficially by our directors, officers and
key
employees, and any person (including any group) who is known to the Company
to
be the beneficial owner of more than five percent of any class of the Company's
voting securities. The stockholders listed below have direct ownership of their
shares and possesses sole voting and dispositive power with respect to their
shares.
To
the
knowledge of management, there are no present arrangements or pledges of
securities of our company which may result in a change in control of our
company.
Adverse
Interests
The
Company is not aware of any material proceeding to which any director, officer,
or affiliate of the Company, or any owner of record or beneficially of more
than
five percent of any class of the Company’s voting securities, or security holder
is a party adverse to the Company or has a material interest adverse to the
Company.
Directors,
Executive Officers, Promoters and Control Persons
Our
directors serve until their successors are elected and qualified. Our officers
are elected by the Board to a term of one (1) year and serve until their
successors are duly elected and qualified, or until they are removed from
office. The Board has no nominating, auditing or compensation committees.
The
name,
address, age and position of our officer and director are set forth
below:
WE
ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND US A
PROXY.
Item
3. Interest of Certain Persons in or Opposition to Matters to Be Acted
Upon
Ms.
Viktoria Vynnyk, as the sole director of the company, approved the Amendment
as
of February 22, 2008. At that time and as of the date of this Information
Statement, the sole officer and director of the Company does not beneficially
own any shares of the common stock of the Company.
Item
4. Proposals by Security Holders
Not
applicable as no stockholder proposals have been submitted.
Item
5. Delivery of documents to security holders sharing an
address
We
will
only deliver one information statement to multiple stockholders sharing an
address, unless we have received contrary instructions from one or more of
the
stockholders. Also, we will promptly deliver a separate copy of this information
statement and future stockholder communication documents to any stockholder
at a
shared address to which a single copy of this information statement was
delivered, or deliver a single copy of this information statement and future
stockholder communication documents to any stockholder or stockholders sharing
an address to which multiple copies are now delivered, upon written request
to
us at our address noted above.
Stockholders
may also address future requests regarding delivery of information statements
and/or annual reports by contacting us at the address noted above.
3
Where
You Can Find More Information
The
Company files annual, quarterly and special reports, proxy
statements and
other
information with the Securities and Exchange Commission. You
may
read and
copy
any reports, statements or other information the Company files at
the Securities
and Exchange Commission's public reference room in Washington, D.C. Please
call the Securities and Exchange Commission at 1-800-SEC-0330 for
further information
on the public reference rooms. The
Company's filings with the Securities
and Exchange Commission are also available to the public from commercial
document retrieval services and at the web site maintained by the Securities
and Exchange Commission at "http://www.sec.gov."
