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): August 29, 2005
AMERICA ASIA CORP.
(Exact name of registrant as specified in its charter)
Nevada 000-20598 75-2293489
(State or other (Commission (IRS Employer
jurisdiction File Number) Identification No.)
of incorporation)
5527 142nd Avenue SE Bellevue, WA 98006
(Address of principal executive offices)
Registrant's telephone number, including area code: 425-646-8500
Suite 402, 105 Elm Street, Old Saybrook, Connecticut 06475
(Former name or former address, if changed since last report)
[ ] Written communications pursuant to Rule 425 under the Securities Act
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act
Section 1 - Registrant's Business and Operations
Item 1.01. Entry into a Material Definitive Agreement.
NOT APPLICABLE
Item 1.02. Termination of a Material Definitive Agreement
NOT APPLICABLE
Item 1.03. Bankruptcy or Receivership.
NOT APPLICABLE
Section 2 - Financial Information
Item 2.01 Completion of Acquisition or Disposition of Assets
See Item 1.01, above, regarding the rescission of the acquisition through an
exchange of stock with stockholders of The Chirico Group.
Item 2.02 Results of Operations and Financial Condition.
NOT APPLICABLE
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under
an Off-Balance Sheet Arrangement of a Registrant.
NOT APPLICABLE
Item 2.04 Triggering Events That Accelerate or Increase a Direct Financial
Obligation or an Obligation under an Off-Balance Sheet
Arrangement.
NOT APPLICABLE
Item 2.05 Costs Associated with Exit or Disposal Activities.
NOT APPLICABLE
Item 2.06 Material Impairments.
NOT APPLICABLE
Section 3 - Securities and Trading Markets.
Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or
Standard; Transfer of Listing
NOT APPLICABLE
Item 3.02. Unregistered Sales of Equity Securities.
NOT APPLICABLE
Item 3.03 Material Modification to Rights of Security Holders.
NOT APPLICABLE
Section 4 - Matters Related to Accountants and Financial Statements
Item 4.01 Changes in Registrant's Certifying Accountants.
NOT APPLICABLE
Item 4.02 Non-Reliance on Previously Issued Financial Statements or a Related
Audit Report or Completed Interim Review.
NOT APPLICABLE
Section 5 - Corporate Governance and Management
Item 5.01 Changes in Control of Registrant
On August 29, 2005, Anthony Chirico sold his entire ownership in America Asia,
consisting of 40 million shares of common stock, to
Investors Group. Following the sale, the board of directors elected Joseph
Mikacevich as [a] director[s] of America Asia followed by
the resignation of those directors. Following the resignation of the then
incumbent directors, the newly elected director[s]
approved the spin off of America Asia's wholly owned subsidiary, The
Chirico Group, Inc., to Mr. Chirico.
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in
Fiscal Year.
(a) NOT APPLICABLE
(b) NOT APPLICABLE
Item 5.04 Temporary Suspension of Trading Under Registrant's Employee
Benefit Plans.
NOT APPLICABLE
Item 5.05 Amendments to the Registrant's Code of Ethics, or Waiver of a
Provision of the Code of Ethics.
NOT APPLICABLE
Section 6 [Reserved]
Section 7 - Regulation FD
Item 7.01 Regulation FD Disclosure.
NOT APPLICABLE
Section 8 - Other Events
Item 8.01 Other Events
Litigation
NOT APPLICABLE
Section 9 - Financial Statements and Exhibits
Item 9.01. Financial Statements, Pro Forma Financial Information and Exhibits.
(a) Financial statements of business acquired.
NOT APPLICABLE
(b) Pro forma financial information.
NOT APPLICABLE
(c) Exhibits
NOT APPLICABLE
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.
America Asia Corp.
By: /s/ Joseph Mikacevich
Joseph Mikacevich, President
(Principal executive and operating officer)