|
Name
and Address of
Beneficial
Owner
|
|
Amount
and Nature
of
Beneficial
Ownership
(1)
|
|
|
Percentage
of
Class
|
|
|
Chunshi
Li
Tongliao
Economic Development Zone
Tongliao
City, Inner Mongolia
P.R.
China
|
|
|
569,348,000
|
(2)
|
|
|
66.0
|
%
|
|
|
|
|
|
|
|
|
|
|
|
Frank
Yuan
9436
Jacob Lane
Rosemead,
CA 91731
|
|
|
2,901,311
|
|
|
|
0.3
|
%
|
|
|
|
|
|
|
|
|
|
|
|
All
officers and directors
as
a group (2 person)
|
|
|
572,249,311
|
(2)
|
|
|
66.3
|
%
|
_________________________
|
(1)
|
Except
as otherwise noted, all shares are owned of record and
beneficially.
|
|
(2)
|
Includes
Series A Preferred Shares convertible into 382,843,399 shares
of common
stock that Mr. Li is holding as nominee for other
shareholders. Mr. Li has voting control over those shares, but
does not have dispositional control or an interest in the proceeds
of the
shares.
|
AMENDMENT
OF THE ARTICLES OF INCORPORATION
TO
CHANGE THE NAME OF THE CORPORATION
The
Board
of Directors of ASAP Show has adopted a resolution to change the name of
the
corporation from ASAP Show to “China Yili Petroleum Company.” The
holders of shares representing a majority of the voting power of ASAP Show’s
outstanding voting stock have given their written consent to the resolution.
Under Nevada corporation law, the consent of the holders of a majority
of the
voting power is effective as shareholders’ approval. We will file the Amendment
with the Secretary of State of Nevada on or after October 9, 2007, and
it will
become effective on the date of such filing (the “Effective Date”).
Reasons
for Approving the Name Change
The
primary purpose of the name change is to better represent the corporation’s
business. The corporation recently acquired the outstanding capital
stock of Sino-American Petroleum Group, Inc., a Delaware corporation
(“Sino-American Petroleum”). In addition, the corporation plans to
divest itself of the ASAP Show business within the next twelve months,
which
will leave it focused exclusively on the business of Sin-American
Petroleum. Sino-American Petroleum is a holding company that owns all
of the registered capital of Tongliao Yili Asphalt Co. (“Yili Asphalt”), a
corporation organized under the laws of The People’s Republic of
China. Yili Asphalt is engaged in the business of refining heavy oil
into asphalt, fuel oil and lubricants. All of Yili Asphalt’s business
is currently in China. Because of this new overall direction in the
corporation’s business, the Board of Directors and majority shareholders have
determined to change the corporation’s name.
Certificates
for the corporation’s common stock that recite the name “ASAP Show, Inc.” will
continue to represent shares in the corporation after the Effective
Date. If, however, a shareholder wishes to exchange his certificate
for a certificate reciting the name “China Yili Petroleum Company” after the
Effective Date, he may do so by surrendering his certificate to the
corporation’s Transfer Agent with a request for a replacement certificate and
the appropriate stock transfer fee. ASAP Show’s Transfer Agent
is:
Computershare
1745
Gardena Avenue
Glendale,
CA 91204
818-502-1404
AMENDMENT
OF THE ARTICLES OF INCORPORATION
TO
EFFECT A REVERSE SPLIT OF THE COMMON STOCK AND TO INCREASE THE AUTHORIZED
COMMON
STOCK
The
Board
of Directors of ASAP Show has adopted a resolution to effect a reverse
split of
ASAP Show’s common stock in the ratio of 1:29 (the "Reverse Split") and to
increase the number of shares of common stock authorized by the Certificate
of
Incorporation from 45,000,000 to 100,000,000 (“Share Increase”). No
fractional shares or scrip will be issued; rather, shareholders who would
otherwise be entitled to a fractional share as a result of the Reverse
Split
will receive one whole share of ASAP Show common stock in lieu of the
fraction.
Reasons
for Approving the Reverse Split and Share Increase
There
are
three primary reasons why the Board of Directors approved the Reverse Split
and
Share Increase. The first reason is that our Articles of
Incorporation currently authorize the Board of Directors to issue 45,000,000
shares of Common Stock, of which 8,626,480 shares have been issued and
remain
outstanding. However, we recently issued 300,000 shares of Series A
Convertible Preferred Stock, which are convertible into 854,022,000 common
shares. Therefore, the number of shares of Common Stock outstanding
on a fully diluted basis would be 862,648,480 shares, and there is not
an
adequate number of authorized but unissued shares of Common Stock available
for
conversion of the Series A Shares.
In
addition, the Board of Directors wishes to have authorized but unissued
stock
available for various purposes, such as effecting acquisitions, business
expansion, obtaining financing, and recruiting management personnel, all
of
which will be necessary if ASAP Show is to undertake new business
operations.
At
the
present time, the Board of Directors has not made any specific plan, commitment,
arrangement, understanding or agreement with respect to the additional
shares
that will be available for issuance after the Reverse Split and Share Increase,
other than the issuance of common stock upon conversion of the Series A
Preferred Stock.
The
third
reason, specific to the Reverse Split, relates to the current low market
price
of our common stock. ASAP Show will require financing to fund its
business development, be it the costs of acquisitions or the capital needed
to
fund the growth of the acquired companies. The Board of Directors has come
to
the conclusion that an increase in the market price of the common stock
may
enhance the marketability of the common stock and so improve ASAP Show’s
prospects for obtaining financing. It is hoped that the Reverse Split
will increase the per share market price of the common stock. There
is, however, no assurance that the market price will increase, or that
it will
not return to its current levels after the Reverse Split.
Recently,
the market price for ASAP Show common stock has been only pennies per share.
Many brokerage firms are reluctant to recommend lower-priced stocks to
their
clients. The policies and practices of some brokerage houses tend to discourage
individual brokers within those firms from dealing in lower priced stocks.
Additionally, the brokerage commission on the purchase or sale of stock
with a
relatively low per share price generally tends to represent a higher percentage
of the sales price than the brokerage commission charged on a stock with
a
relatively high per share price. The Board of Directors believes that these
issues are best addressed by an increase in the inherent value per share
of
common stock that will occur as a result of the Reverse Split. The Board
believes that, absent the Reverse Split, ASAP Show is not likely to obtain
any
additional financing. Accordingly, the Board believes that the proposed
Reverse
Split is essential to ASAP Show’s prospects for raising financing through the
sale of its common stock or derivative securities.
General
Effect of the Reverse Split and Share Increase
The
table
below shows the cumulative effect of the Reverse Split and Share Increase
(together, the “Recapitalization”) on ASAP Show’s common shares
outstanding at August 20, 2007, as well as the effect of the Recapitalization
on
the number of shares that will be outstanding if all of the outstanding
preferred stock is converted. The column labeled "After
Recapitalization" does not reflect any adjustments that may result from
the
rounding up of fractional shares. We cannot calculate at this time the
number of
whole shares that will be issued in lieu of fractions as a result of the
Reverse
Split.
|
|
|
Prior
to
|
|
|
After
|
|
|
|
Recapitalization
|
|
|
Recapitalization
|
|
Shares
of Common Stock:
|
|
|
|
|
|
|
Authorized
|
|
|
45,000,000
|
|
|
|
100,000,000
|
|
Issued
and outstanding
|
|
|
8,626,480
|
|
|
|
297,465
|
|
Available
for issuance
|
|
|
36,373,520
|
|
|
|
99,702,535
|
|
|
|
|
|
|
|
|
|
|
Issuable
upon conversion of Series A Preferred
|
|
|
854,022,000
|
|
|
|
29,449,035
|
|
Outstanding
if all Series A Preferred is converted
|
|
|
862,648,480
|
|
|
|
29,746,500
|
|
|
|
|
|
|
|
|
|
|
Available
for issuance after conversion of all Series A Preferred
|
|
|
0
|
|
|
|
70,253,500
|
|
|
|
|
|
|
|
|
|
The
Reverse Split and Share Increase will increase the number of shares available
for issuance by the Board of Directors to 70,253,500. The Board of
Directors will be authorized to issue the additional common shares without
having to obtain the approval of the ASAP Show shareholders. Nevada
law requires that the Board use its reasonable business judgment to assure
that
ASAP Show obtains "fair value" when it issues shares. Nevertheless,
the issuance of the additional shares would dilute the proportionate interest
of
current shareholders in ASAP Show. The issuance of the additional
shares could also result in the dilution of the value of shares now outstanding,
if the terms on which the shares were issued were less favorable than the
contemporaneous market value of ASAP Show common stock.
The
Reverse Split and Share Increase, with the resulting increase in the number
of
shares available for issuance, are not being done for the purpose of impeding
any takeover attempt. Nevertheless, the power of the Board of
Directors to provide for the issuance of shares of common stock without
shareholder approval has potential utility as a device to discourage or
impede a
takeover of ASAP Show. In the event that a non-negotiated takeover
were attempted, the private placement of stock into "friendly" hands, for
example, could make ASAP Show unattractive to the party seeking control
of ASAP
Show. This would have a detrimental effect on the interests of any
stockholder who wanted to tender his or her shares to the party seeking
control
or who would favor a change in control.
How
the Reverse Split and Share Increase Will Be Effected
The
officers of ASAP Show will file an amendment to the Articles of Incorporation
with the Nevada Secretary of State effecting the Reverse Split and Share
Increase. The amendment will provide that each twenty nine
shares of common stock outstanding at the close of business on the effective
date of the filing will be exchanged for one post-Reverse Split share of
ASAP
Show common stock ("New Common Stock"). The New Common Stock will not
be different from the common stock held by ASAP Show shareholders prior
to the
Reverse Split. The holders of the New Common Stock will have the same
relative rights following the effective date of the Reverse Split as they
had
before the effective date.
Exchange
of Stock Certificates and Liquidation of Fractional Shares
Upon
filing of the certificate of amendment with the Nevada Secretary of State,
the
outstanding certificates representing shares of ASAP Show common stock
will be
automatically converted into certificates representing shares of New Common
Stock. Every shareholder who surrenders a certificate representing
shares of common stock to the transfer agent with the appropriate stock
transfer
fee will receive a certificate representing the appropriate number of shares
of
New Common Stock. The name and address of the transfer agent for ASAP
Show is stated above.
No
Dissenters Rights
Under
Nevada law, shareholders are not
entitled to dissenters’ rights with respect to any of the transactions described
in this Information Statement.
* * *
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