Petro USA Inc (PBAJ)

[nodummy]

I haven't looked at this for a while so I'm getting caught up a little bit.

I do remember posting about the interesting events that first led to this getting some attention a couple of months ago back when ATPT was trading at $.001/share

https://investorshub.advfn.com/boards/read_msg.aspx?message_id=135479820

ATPT turned into a pretty big momentum play after that working its way into the $.007s. Momentum built thanks to some message board posters with big followings posting lots of speculative (but completely unsupported) information about ATPT becoming some kind of future multi-million dollar cannabis play.

Unfortunately, because of the chart and the false information a bunch of people chased ATPT then held too long suffered big losses.... A pretty classic message board play.

All of these penny stocks are junk and if you don't know how to play them you get burned... even if you do know how you can get burned.

In this case all the speculation turned out to be false and instead of Joseph C. Passalaqua turning ATPT into the highly touted cannabis company traders wanted, he instead sold the shell and made himself the only winner in the process.

Sorting through the somewhat confusing 8K filings done this week it looks like ....

https://www.otcmarkets.com/edgar/GetFilingHtml?FilingID=12423664

https://www.otcmarkets.com/edgar/GetFilingHtml?FilingID=12427733

1) Passalaqua passed his control of ATPT (1,692,117,623 shares) from one of his entities (Sea Alive Inc) to another one of his entities (Friction and Heat, LLC) for the purchase price of $1

2) Maurice Parham agreed to purchase the ATPT shell from Joseph C Passalaqua (Friction & Heat LLC) for $450,000. That $450,000 is due within 60 days. If Maurice Parham doesn't pay the $450,000 within 60 days the deadline will be extended to 90 days and the purchase price will become $500,000. If Maurice Parham doesn't pay the $500,000 within 90 days the deadline will be extended to 120 days and the purchase price will become $550,000.

2) Passalaqua is applying for a 1:80 reverse split to reduce the O/S down from approximately 2,964,182,540 shares to 37,052,281 shares with his control block becoming 21,151,471 shares

3) following the 1:80 reverse split Passalaqua will do an S-1 to register 200,000,000 new shares of stock

4) 50,000,000 of the 200,000,000 S-1 shares will be used to sell to new investors to raise funds to cover the purchase price of the ATPT shell with an escrow agent controlling those shares and the money raised through the sale of that stock.

5) 100,000,000 of the 200,000,000 S-1 shares will be issued to Maurice Parham in exchange for Maurice Parham transferring ownership of his company, Universal Nation Inc, into the ATPT shell. 50,000,000 of those 100,000,000 shares will be issued immediately and the other 50,000,000 will be held in escrow until purchase of the shell is completed. The Universal Nations Inc business plan allegedly consists of a plan to introduce a website, mobile application and an integrated point of sales system for retailers that can be utilized with social media platforms, online, or on mobile devices, and in retail stores which will involve incentivizing consumers to commit to annual purchasing contracts in exchange for cash back in the form of "AdBux"

6) As part of the sale of the shell, Joseph C Passalaqua will cancel his 21,151,471 post-reverse split shares. ATPT will then issue 21,151,471 new S-1 registered shares to Joseph C Passalaqua in exchange for the cancellation of the $53,842 in debt owed to Joseph C Passalaqua representing all of the outstanding debt on the ATPT balance sheet prior to the shell sale agreement

7) It is unclear by the 8K filing what the plan is for the other 28,848,529 S-1 registered shares

8) If Maurice Parham fails to pay the money owed for the purchase of the shell by the deadline then control of the shell will go back to Joseph Passalaqua. Passalaqua will gain control of the 50,000,000 shares held in escrow as part of the Universal Nation Inc asset transfer and control of the 50,000,000 shares (or money raised through the sale of those shares) held in escrow as part of the fund raising effort



ATPT turned into an ugly mess because #1 the cannabis operations touted by message board posters that was supposed to be merged into the ATPT shell turned out to be false and because #2 the future 1:80 reverse split and insider enrichment set-up that will accompany the sale of the shell both kill the value of retail holdings in this stock


Joseph Passalaqua is just about Joseph Passalaqua. He has a long history in penny stocks going back around 10 years including lots of dirty tickers. His history speaks for itself.

Honestly, it wouldn't surprise me at all if the ATPT shell eventually ends up going back to Joseph Passalaqua in the future. Before then it is obvious that Passalaqua is looking to use ATPT as a pump&dump (to sell his post-reverse split 21,151,471 free trading shares of stock - pending the S-1 being made effective) based on stupid comments he has already made like saying that facebook has interest in buying out the Universal Nation Inc technology. That comment by Passalaqua made it very obvious what his plans are for ATPT in the future. ATPT will become yet another ugly dirty penny stock pump&dump with Passalaqua's name attached to it.