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

~~Securities~~Date ~~Exchange~~of ~~Act~~Report (Date of ~~1934~~earliest event reported): March 18, 2026

~~Date~~HyOrc ~~of Report (Date of earliest event reported): March 26, 2021.~~Corporation

~~Asia~~(Exact ~~Properties,~~name ~~Inc.~~of registrant as specified in its charter)

(Exact Name of Registrant as Specified in Charter)

Wyoming	000-51048	91-1910791
(State or Other Jurisdiction	(Commission	(IRS Employer
of Incorporation)	File Number)	Identification No.)

Nevada	000-51048	47-0855301
(State or Other Jurisdiction	(Commission	(IRS Employer
of Incorporation)	File Number)	Identification No.)

3050 Post Oak Boulevard, Suite 510-Q60, Houston, Texas 77056

~~1621 Central~~(281) ~~Avenue,~~532 ~~Cheyenne, WY 82001~~9034

(Address of Principal Executive Offices) (Zip Code)

(518) 638-8192

Registrant’s telephone number, including area code

(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:

[☐ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) [☐ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) [☐ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) [☐ ] Pre-commencement communications pursuant to Rule 13e-4 (c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act: None

Title of each class Trading Symbol Name of Each Exchange on which Registered ~~Common~~None ~~Shares~~HYOR ~~ASPZ Pink~~N/A

~~Item~~Indicate 8by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.~~01:~~405 of ~~Other:~~this ~~Court~~chapter) ~~Ordered~~or ~~Share~~Rule ~~Cancellation~~12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

OnEmerging ~~March~~growth ~~26,~~company 2021, management of Asia Properties, Inc., (“ASPZ” or the “Company”) received notification from the Eighth Judicial District Court for Clark County, Nevada, that the Company had succeeded in obtaining a court ordered notice to cancel and return to treasury a total of 1,550,000,000 common shares improperly issued by a previous board of directors and/or officers to 582 individuals or entities.☐

~~Following~~If ~~careful~~an ~~analysis~~emerging growth company, indicate by check mark if the ~~Legal~~registrant ~~Department~~has ofelected not to use the ~~Company’s~~extended ~~Transfer~~transition ~~Agent,~~period ~~all~~for ~~1,550,000,000~~complying with ~~common~~any ~~shares~~new ~~have~~or ~~now~~revised ~~been~~financial ~~formally cancelled~~accounting ~~and~~standards ~~removed~~provided ~~from~~pursuant to Section 13(a) of the ~~Shareholder~~Exchange ~~List~~Act. ☐

Item 91.01 ~~Financial~~– ~~Statements~~Entry ~~and~~into ~~Exhibits~~a Material Definitive Agreement

~~None~~On March 13, 2026 (the “Effective Date”), HyOrc Corporation (the “Company”) entered into a Securities Purchase Agreement (the “SPA”) with GS Capital Partners, LLC (the “Investor”), pursuant to which the Company issued to the Investor a Convertible Promissory Note in the original principal amount of $150,000 (the “Note”).

The Note bears an original issue discount of $11,000, resulting in net proceeds of $139,000 to the Company before payment of approximately $4,000 in legal and other transaction-related expenses.

The Note matures on September 13, 2026, unless earlier converted or repaid in accordance with its terms.

The Note is convertible into shares of the Company’s common stock at a conversion price equal to 77% of the lowest trading price of the Company’s common stock during the ten (10) trading days prior to the applicable conversion date, subject to adjustment as set forth in the Note.

In connection with the transaction, the Company agreed to issue 250,000 shares of its common stock to the Investor as collateral (the “Returnable Shares”). Pursuant to an Irrevocable Transfer Agent Instruction Letter entered into among the Company, the Investor, and Transfer Online, Inc., the Company’s transfer agent, such shares will be returned to the Company and cancelled upon full repayment of the Note, provided no event of default has occurred.

The Company also agreed to reserve a sufficient number of shares of its common stock for issuance upon conversion of the Note, currently estimated at up to 5,000,000 shares.

Item 3.02 – Unregistered Sales of Equity Securities

The issuance of the Note and the shares of common stock issuable upon conversion thereof, as well as the issuance of the Returnable Shares, were made in reliance upon the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended, and/or Regulation D promulgated thereunder, as transactions not involving a public offering.

Item 9.01 – Financial Statements and Exhibits

(d) Exhibits

Exhibit Number		Description
10.1		Securities Purchase Agreement dated March 13, 2026
10.2		Convertible Promissory Note dated March 13, 2026
10.3		Irrevocable Transfer Agent Instruction Letter
10.4		Transfer Agent Reserve Letter
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

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~~/s/ K. Reginald Fubara K. Reginald Fubara Chief Executive Officer HyOrc Corporation Date: ~~May~~ 20March 17, ~~2021~~2026

ASIA PROPERTIES, INC.

/s/ Debra Childers Debra Childers President, Chief Executive Officer, Director

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