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ATPT I briefly skimmed the ATPT filings after

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nodummy   Tuesday, 10/17/17 06:54:47 PM
Re: DaReal post# 128359
Post # of 195725 
ATPT I briefly skimmed the ATPT filings after I saw these messages on the DD Forum and it's like watching a tennis match at mid court the way things went back and forth with this one.

If I'm understanding everything correctly, controlling interest in the ATPT shell belonged to Joseph Meuse (Belmont Partners) at the start of 2008.

Joseph Meuse sold control of the shell to Joseph Passalaqua (Greenwich Holdings, LLC) in February of 2008 for $188,000. Passalaqua and Meuse were business associates in a few public tickers back then so that makes sense.

In February of 2009 Joseph Meuse bought the shell back from Joseph Passalaqua for $220,000.

Meuse then sold the shell to E Robert Gates (MB Consulting Services LLC) in September of 2009 for $375,000.

Apparently, Joseph Meuse never actually paid Joseph Passalaqua the $220,000 he was supposed to pay when he purchased back the shell. This caused the Meuse/Gates deal to be voided and the shell was given back to Joseph Passalaqua On August 1, 2012.

At that point, the shell got abandoned, and as you pointed out, the Nevada business entity for the shell became revoked


Jump forward to 2015

At the end of 2015, after being dark for 3 years, an 8k was filed saying that Joseph A. Moretti (who had allegedly taken over for E Robert Gates after Gates was squeezed out) resigned and that Wayne Mower was elected as the new sole officer of the shell by the majority shareholder Robert Kropf


Robert Kropf? Wait a second. I thought Joseph Passalaqua was the majority shareholder (more on this soon)

So this Robert Kropf character swoops in and claims to own the shell then claims that he has elected Wayne Mower as the sole officer of that shell (without even filing anything with the Nevada SOS).

Wayne Mower files a Form 15 in January of 2016


Then 4 months later in April of 2016 Mower withdraws the Form 15 filing


Then in October of 2016, without actually reinstating the entity or paying the $26,550 owed to the state of Nevada for unpaid back taxes and fees, Wayne Mower created a new Wyoming entity by the same name - All State Properties Holdings Inc



Mower then filed a merger document saying that he was merging the abandoned Nevada entity into the new Wyoming entity thus re-domiciling the public Issuer to Wyoming.


BIG BIG PROBLEM HERE. Wayne Mower has no legal ownership of the Nevada entity since he was never officially elected via any paper work at the Nevada SOS. A merger document doesn't work if you have no legal ownership of the company you are taking control of through the merger.

It turns out that Robert Kropf was illegally hijacking the shell. Only Robert Kropf didn't even bother going through the courts to try to become the custodian of the shell, he was stealing the shell the old fashion way - illegally.

Joseph Passalaqua filed an 8K later explaining the situation and calling Robert Kropf out on his fraud


So was Robert Kropf just some random shell hijacker? And how did he have the pass codes needed to submit an 8K on behalf of the company?

Turns out that Robert Kropf isn't a random shell hijacker. He is an associate of E Robert Gates (the former owner of the ATPT shell until Joseph Meuse yanked ownership out from underneath Gates and returned it to Joseph Passalaqua).

Robert Kropf showed up in another public shell that once belonged to E Robert Gates called Active Health Foods Inc (AHFD)


E Robert Gates got involved in AHFD in August of 2013


E Robert Gates resigned from AHFD in February of 2015


John Griffin took over for E Robert Gates and in September of 2015 he closed down shop and had the entity dissolved at the California SOS



In October of 2015 after AFHD went delinquent with its SEC filings, Robert Kropf filed an 8K for AHFD claiming he was the majority shareholder and was making changes to the executive staff


He then filed a Form 15 for the shell


Obviously, this Robert Kropf character has issues and probably needs a nice slap on the wrist by the SEC, but back to ATPT

So ATPT should officially still be considered a revoked Nevada entity as the new Wyoming entity was created illegally.

In August of 2017 Joseph Passalaqua some how becomes aware of the fraud taking place with his ATPT shell and files an 8K explaining how he is the true control person of the shell


He files a Form 3 on August 2, 2017 disclosing that his controlling shares are held in an entity he controls named Sea Alive and clarifying that he is the true CEO/director of the ATPT shell


On October 12, 2017 Passalaqua files an 8K saying that he has hired a CPA to assist ATPT with its financial statements


On October 13, 2017 the 8K shows up in which Passalaqua calls out Robert Kropf and Wayne Mower for their illegal actions


And boom yesterday and today you get a bunch of financial statements spanning the 6 years that ATPT failed to file its required statements (from 2011 - 2017).

It probably wasn't hard to get the filings done since the shell was abandoned that entire time and had no operations. It was basically just a matter of changing the date for each of the filings.

Looks like the 8K on October 13th announcing the Kropf/Mower fraud, no reverse split, and no plans to file a Form 15 set off some nice action there.

I think its safe to assume that all the outstanding shares apart from the 1,692,117,623 shares owned by Joseph Passalaqua are free trading.

Since the 1,692,117,623 shares owned by Passalaqua make up 57% of the O/S that leaves approximately 1,276,509,785 shares in the float. That's not too bad for a ticker trading at $.0001/share (the price it started at on Friday).

ATPT turned into a really nice trade for anybody paying attention when the action started up.

I don't know what Joseph Passalaqua's plans are now. I assume since he went through all the trouble to get the Issuer back current with its SEC filing obligations that he might try to sell the shell.

With the manageable float (for the price) I'm sure ATPT could see more interesting action if Joseph Passalaqua brings the entity back up to active at the Nevada SOS or announces any kind of acquisition.

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