ASIA PROPERTIES, INC. Disclosure Statement Pursuant to the Pink Basic Disclosure Guidelines
ASIA PROPERTIES, INC.
1621 Central Avenue, Cheyenne, Wyoming 82001
Telephone: (518) 638-8192
SIC Code: 1041
Quarterly Report
For the Period Ending June 30, 2022
(the "Reporting Period")
As of Current reporting Date or More Recent Date: June 30, 2022, the number of shares outstanding of our
Common Stock was: Number of Shares: 73,819,362.
As of Prior Reporting Period End Date: March 31, 2021, the number of shares outstanding of our Common
Stock was: Number of Shares: 73,819,362.
As of Most Recent Completed Fiscal Year End Date December 31, 2021 the number of shares outstanding of our Common Stock was: Number of Shares: 73,819,362.
(*) As of the Quarterly Report Dated September 30, 2021. the number of shares outstanding of our Common Stock was: *77,846,739
- On March 26, 2021, management of Asia Properties, Inc., received notification from the Eighth Judicial District Court for Clark County, Nevada, that the Company had succeeded in obtaining a court ordered notice to cancel and return to treasury a total of 1,542,915,623 common shares improperly issued by a previous board of directors and/or officers to 582 individuals or entities. Following analysis by the Legal Department of the Company's Transfer Agent, all 1,542,915,623 common shares have now been formally cancelled and removed from the Shareholder List. (SEE ALSO ITEM 8: LEGAL PROCEEDINGS).
On September 7, 2021 we were notified by our transfer agent, that an additional 7,410,000 had been cancelled. These shares had been previously ordered cancelled via the same court order issued by the Eighth Judicial District Court for Clark County, Nevada as noted above, but had been inadvertently missed by the Transfer Agent. This brings the total of cancelled shares to 1,550,325,623 that had been held by 587 individuals or entities.
Indicate by check mark whether the company is a shell company (as defined in Rule 405 of the Securities Act of 1933 and Rule 12b-2 of the Exchange Act of 1934):
Yes: | No: | √ | |
Indicate by check mark whether the company's shell status has changed since the previous reporting period:
Yes: | No: | √ | |
Indicate by check mark whether a Change in Control1 of the company has occurred over this reporting period:
Yes. | No: | √ | |
1 "Change in Control" shall mean any events resulting in:
- Any "person" (as such term is used in Sections 13(d) and 14(d) of the Exchange Act) becoming the "beneficial owner" (as defined in Rule 13d-3 of the Exchange Act), directly or indirectly, of securities of the Company representing fifty percent (50%) or more of the total voting power represented by the Company's then outstanding voting securities;
- The consummation of the sale or disposition by the Company of all or substantially all of the Company's assets;
- A change in the composition of the Board occurring within a two (2)-year period, as a result of which fewer than a majority of the directors are directors;
1) Name and addresses of the issuer and its predecessors (if any)
In answering this question describe any trading suspension orders issued by answering this item, provide the current name of the issuer, any names used by predecessor entities along with the dates of the name changes
Current Principal Executive Office Address:
Asia Properties, Inc.
1621 Central Avenue Cheyenne, WY USA 82001 Email: geoff@gillisbrook.com
Current Principal Place of Business:
Same as Executive Office Address 1621 Central Avenue Cheyenne, WY USA 82001 Email: geoff@gillisbrook.com
The state of incorporation or registration of the issuer and of each of its predecessors (if any) during the past five years. Please also include the issuers current standing in its state of incorporation (e.g. active, default, inactive)
On April 3, 2019. the Company moved its jurisdiction from the State of Nevada to the State of Wyoming. The Company's state and OTCMarkets filings are up-to-date and the Company's status is: ACTIVE.
.
Describe any trading suspension orders issued by the SEC concerning the issuer or its predecessors:
Response: None - There have been no trading suspension orders issued by the SEC concerning the issuer or its predecessors.
List any stock split, stock dividend, recapitalization, merger, acquisition, spin-off, or reorganization either currently anticipated or that occurred within the past 12 months: None
Check box if principal executive office and principal place of business are the same address: √
Has the issuer or any of its predecessors ever been in bankruptcy, receivership, or any similar proceeding in the past five years?
Yes: | No: | √ | |
If this issuer or any of its predecessors have been the subject of such proceedings, please provide additional details in the space below:
Response: None.
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2) Security Information
The consummation of a merger or consolidation of the Company with any other corporation, other than a merger or consolidation which would result in the voting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity or its parent) at least fifty percent (50%) of the total voting power represented by the voting securities of the Company or such surviving entity or its parent outstanding immediately after such merger or consolidation.
Trading symbol: ASPZ
Exact title and class of securities outstanding: Common Stock
Par or stated value: $0.001
Total shares authorized: 2,000,000,000
Total shares outstanding: 73,819,362 (as of June 30, 2022)
Number of shares in the Public Float 60,151,712 as of June 30, 2022.
Total number of shareholders of record: 91 as of June 30, 2022.
Public Float" means the total number of unrestricted shares not held directly or indirectly by an officer, director, any person who is the beneficial owner of more than 10 percent of the total shares outstanding (a "control person"), or any affiliates thereof, or any immediate family members of officers, directors and control persons.)
Additional class of securities (if any): NIL
Transfer Agent
Transfer Online
www.transferonline.com Tel 503-227-2950
512 SE Salmon, Portland, OR 97214-3444 2nd Floor Email: info@transferonline.com
Financial Industry Number Standard (FINS) number: 341263 The Transfer Agent is registered under the Exchange Act
Describe any trading suspension orders issued by the SEC concerning the issuer or its predecessors: Response: None - There have been no trading suspension orders issued by the SEC.
List any stock split, stock dividend, recapitalization, merger, acquisition, spin-off, or reorganization either currently anticipated or that occurred within the past 12 months: None.
3. Issuance History
The goal of this section is to provide disclosure with respect to each event that resulted in any direct changes to the total shares outstanding of any class of the issuer's securities in the past two completed fiscal years and any subsequent interim period.
Disclosure under this item shall include, in chronological order, all offerings and issuances of securities, including debt convertible into equity securities, whether private or public, and all shares, or any other securities or options to acquire such securities, issued for services. Using the tabular format below, please describe these events.
A. Changes to the Number of Outstanding Shares
Check this box to indicate there were no changes to the number of outstanding shares within the past two completed fiscal years and any subsequent periods: ☐
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Shares Outstanding as of Second Most | . | ||||||||
Recent Fiscal Year | |||||||||
Opening Balance: 12/31/2020: | |||||||||
1,535,232,362 | |||||||||
Date 03/31/2022 Common Shares: | |||||||||
73,819,362 | |||||||||
Preferred: NIL | |||||||||
Date of | Transaction | Number of Shares | Class of | Value of | Were the | Individual/ Entity Shares | Reason for share | Restricted | Exemption or |
Transaction | type (e.g. | Issued (or | Securities | shares | shares | were issued to (entities | issuance (e.g. for | or | Registration |
new | cancelled) | issued | issued at | must have individual with | cash or debt | Unrestricted | Type. | ||
issuance, | ($/per | a | voting/Investment control | conversion) | as of this | ||||
cancellation, | share) at | discount | disclosed). | filing. | |||||
shares | Issuance | to market | OR | ||||||
returned to | price at | ||||||||
treasury) | the time | Nature of Services | |||||||
of | Provided | ||||||||
issuance? | |||||||||
(Yes/No) | |||||||||
03/21/2021 | Shares | -1,542,915,623 | Common | $0.00 | No | Various | Cancelled | Restricted | Reg S |
Cancelled | Stock | ||||||||
09/07/2021 | Shares | -7,410,000 | Common | $0.00 | No | Various | Cancelled | Restricted | Reg S |
Canceled | Stock | ||||||||
09/09/2021 | New | 120,000 | Common | $0.25 | No | William D. McCully | Purchase of | Restricted | Reg S |
Issuance | Stock | $30,000 gold. | |||||||
See Note Page 7 | |||||||||
11/24/2021 | New | 1,000,000 | Common | $0.05 | No | Debra Childers | Reported as | Restricted | Reg S |
Issuance | Stock | Services | |||||||
11/24/2021 | New | 1,000,000 | Common | $0.05 | No | Maccabee International | Reported as | Restricted | Reg S |
Issuance | Stock | LLC | Services | ||||||
(Mattthew Maccabee: | |||||||||
Sole Member) | |||||||||
Shares Outstanding on Date of This
Report: Ending Balance:73,819,362
Date: 06/30/2022
Common: 73,819,362
Preferred: Nil
CURRENT INFORMATION IS AS OF AUGUST 11, 2022. (THE DATE OF FILING) RESPECTING THE ABOVE SHARE ISSUANCE TABLE
- On March 26, 2021, management of Asia Properties, Inc., received notification from the Eighth Judicial
District Court for Clark County, Nevada, that the Company had succeeded in obtaining a court ordered notice to cancel and return to treasury a total of 1,542,915,623 common shares improperly issued by a previous board of directors and/or officers to 582 individuals or entities. Following analysis by the Legal Department of the Company's Transfer Agent, all 1,542,915,623 common shares have now been formally cancelled and removed from the Shareholder List. (SEE ALSO ITEM 8: LEGAL PROCEEDINGS)
Additionally, on September 7, 2021 we were notified by our transfer agent, that a further 7,410,000 had been cancelled. These shares had been previously ordered cancelled through the same court order from the Eighth Judicial District Court for Clark County, Nevada, but had been inadvertently missed by the Transfer Agent. This brings the total of cancelled shares to 1,550,325,623 that had been held by 587 individuals or entities.
Debt Securities, Including Promissory and Convertible Notes
Use the chart and additional space below to list and describe all outstanding promissory notes, convertible notes, convertible debentures, or any other debt instruments that may be converted into a class of the issuer's equity securities.
Check this box if there are no outstanding promissory, convertible notes or debt arrangements:
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Date of Note | Outstanding | Principal | Interest | Maturity | Conversion Terms (e.g. pricing | Name of Noteholder | Reason for |
Issuance | Balance ($) | Amount at | Accrued | Date | mechanism for determining | (entities must have | Issuance (e.g. |
Issuance ($) | ($) | conversion of instrument to | individual with voting / | Loan, Services, | |||
shares) | investment control | etc.) | |||||
disclosed). | |||||||
June 12, 2018 | NIL | $200,000 | 40,000 | N/A | Not Applicable | Daniel Mckinney | Loan |
Use the space below to provide any additional details, including footnotes to the table above: None
4) Financial Statements
A. The financial statements were prepared in accordance with: U.S. GAAP
Financial Statements attached hereto as Exhibit A
B. The financial statements for this reporting period were prepared by Vincent Bryan Paragas, CPA in accordance with U.S. GAAP.
Name: Vincent Bryan Paragas
Title: Accountant
Relationship to Issuer: Employee
NOTE: Vincent Bryan Paragas is an accountant employed by the Company to prepare the Company's financial reports. He does not hold shares in the Company.
Provide the financial statements described below for the most recent fiscal year or quarter. For the initial disclosure statement (qualifying for Pink Current Information for the first time) please provide reports for the two previous fiscal years and any subsequent interim periods.
- Balance sheet;
- Statement of income;
- Statement of cash flows;
- Statement of Retained Earnings (Statement of Changes in Stockholders' Equity)
- Financial notes; and
- Audit letter, if audited
5) Issuer's Business, Products and Services
The purpose of this section is to provide a clear description of the issuer's current operations. In answering this item, please include the following:
A. Summarize the issuer's business operations (If the issuer does not have current operations, state "no operations")
Asia Properties, Inc. (the "Company") was incorporated in Nevada, the United States of America, on April 6, 1998. Our management originally intended to seek opportunities to invest in real estate. The Company currently does not hold any material property interests.
On March 13, 2018, shareholders of Asia Properties, Inc., ("ASPZ" or the "Company") representing 70.93 percent of the eligible and legally issued shares of the Company advised former President and CEO Mr. Fan Haoran, by letter from the law firm of Brandon L. Phillips, that they had unanimously terminated the Sale and Purchase Agreement signed on January 3, 2015 with Asia Innovative Technology Limited ("AITL") for failure to properly and fully disclose necessary facts prior to purchase. The Company also demanded the immediate return of the 950 million escrowed shares as disclosed in the Form 8-K filed with the SEC on January 7, 2015 as per the above noted Sale and Purchase Agreement filed as Exhibit 10.8 to the above noted Form 8-K filing.
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Asia Properties Inc. published this content on 11 August 2022 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 11 August 2022 15:46:05 UTC.
