Current Report Filing (8-k)
17 Avril 2017 - 12:03PM
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 (Date of earliest event reported): April 14, 2017
Asia
Properties, Inc.
(Exact
Name of Registrant as Specified in Charter)
Nevada
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000-51048
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47-0855301
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(State
or Other Jurisdiction
of Incorporation)
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(Commission
File Number)
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(IRS
Employer
Identification No.)
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Room
903, 8 Observatory Road, Tsim Sha Tsui, Kowloon, Hong Kong
(Address
of Principal Executive Offices) (Zip Code)
+852
2285 9339
Registrant’s
telephone number, including area code
119
Commercial St., Ste 190-115, Bellingham
,
WA 98225
(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:
[ ]
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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[ ]
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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[ ]
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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[ ]
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Pre-commencement
communications pursuant to Rule 13e-4 (c) under the Exchange Act (17 CFR 240.13e-4(c))
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Item
1.01:
Entry into a Material Definitive Agreement
.
Effective
April 14, 2017, Asia Properties, Inc. (“ASPZ” or the “Company has executed a Sale and Purchase Agreement (the
Agreement”) to acquire 100% of the shares and assets Sino King Management Limited, (“SKLM”) a company incorporated
under the laws of British Virgin Islands. Pursuant to the Agreement, Asia Properties, Inc. has agreed to issue 600 million restricted
common shares of the Company to acquire 100% of the shares and assets of SKML for a cost of US$6 million or US$0.01 per share
reflecting the agreed upon value of the rights, titles and interests in the business assets and all attendant or related assets
of SKLM.
Pursuant
to the above noted Sale and Purchase Agreement, on or before June 18, 2017 (the “Closing”) SKLM is to deliver to ASPZ,
duly authorized, properly and fully executed documents in English, evidencing and confirming the sale of 100% of the shares of
SKLM and its assets.
Additionally,
at the Closing, ASPZ shall deliver to SKML, Stock certificate(s) representing six hundred million shares issued in the name or
names designated by SKML. It is understood that the stock certificates so delivered will display the required restrictive legend
pursuant to Rule 144 of the United States Securities and Exchange Act.
the
Agreement states further that both Parties agree that all shares issued, pursuant to the terms and conditions of the agreement,
shall be held in escrow and shall be deemed to be in the full control of Asia Properties, Inc. until the Closing.
The
Agreement also requires that following the execution of the Agreement, SKML is to undertake a full and up-to-date Valuation Report
and a full and up-to-date audit of the financial position of SKML and to provide ASPZ with the Valuation Report and audited financial
statements prepared by a qualified PCAOB auditor.
Item
9.01
Financial Statements and Exhibits
Exhibit
10.9
Sale and Purchase Agreement for the Acquisition of 100% of the shares and assets of Sino King Management Limited. Dated
April 14, 2017
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.
Dated:
April 14, 2017
ASIA
PROPERTIES, INC.
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/s/
Chen Junyan
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Chen
Junyan
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President,
Secretary, Chief Executive Officer,
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