UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13G/A
Under the Securities Exchange
Act of 1934
(Amendment No. 2)*
Petron
Energy II, Inc.
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(Name of Issuer)
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Common Stock, Par Value $0.00001 per share
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(Title of Class of Securities)
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February 14, 2018
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(Date of Event which Requires Filing of this Statement)
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Check the appropriate box to designate the rule pursuant to
which this Schedule is filed:
☐ Rule 13d-1(b)
☐ Rule 13d-1(c)
☒ Rule 13d-1(d)
* The remainder of this cover page shall be filled
out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent
amendment containing information which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover
page shall not be deemed to be “
filed
” for the purpose of Section 18 of the Securities Exchange Act of 1934
(“
Act
”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
1.
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NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES
ONLY)
PE Asset #1 Corp. (1)
EIN # 61-1687229
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2.
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see instructions)
(a) ☐
(b) ☐
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3.
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SEC USE ONLY
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4.
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CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America, State of Texas
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
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5.
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SOLE VOTING POWER
0
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6.
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SHARED VOTING POWER
5,604,460,000 shares of Common Stock (2)
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7.
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SOLE DISPOSITIVE POWER
0
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8.
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SHARED DISPOSITIVE POWER
5,604,460,000 shares of Common Stock (2)
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9.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
5,604,460,000 shares of Common Stock (2)
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10.
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES
(see instructions) ☐
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11.
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
9.99% (3)
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12.
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TYPE OF REPORTING PERSON (see instructions)
CO
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(1) Daniel Vesco is the President of PE Asset #1 Corp.,
and in such capacity holds investment discretion and voting power over securities held by PE Asset #1 Corp.
(2) Represents 5,604,460,000 shares of Common Stock
issuable upon conversion of 560,446 shares of Series B Convertible Preferred Stock (the “
Series B Preferred Stock
”)
of Petron Energy II, Inc. (the “
Issuer
”)(which hypothetical conversion is described below). Shares
of Series B Preferred Stock (which have a conversion face value of $1.00 per share) convert into Common Stock of the Issuer based
on the average trading price of the Issuer’s common stock on the five trading days prior to the date of conversion. The securities
reported in rows (6), (8) and (9) include the aggregate number of shares of Common Stock issuable to PE Asset #1 Corp. upon
conversion of the Series B Convertible Preferred Stock owned by PE Asset #1 Corp. based on the hypothetical complete conversion
of the Series B Convertible Preferred Stock on the date of this filing, based on a conversion price equal to the average of the
last five trading prices of the Issuer’s Common Stock on the date prior to this filing ($0.0001 per share, or a conversion
ratio of 10,000:1). Notwithstanding such disclosure, the terms of the Series B Preferred Stock include a blocker provision
under which the reporting person can only convert the Series B Preferred Stock to a point where it would beneficially own a maximum
of 9.99% of the Issuer’s outstanding shares of Common Stock (the “
Blocker
”).
(3) Based on 1,496,540,072 outstanding shares of
common stock of the Issuer as of February 1, 2016, as disclosed on the Issuer’s website on February 13, 2018 (www.petronenergyii.com/investors/).
As more fully described in footnote (2) above, certain of the reported securities are subject to a 9.99% Blocker and the percentage
set forth in row (11) gives effect to such Blocker. However, the securities reported in rows (6), (8) and (9) show the number of
shares of Common Stock that are beneficially owned by the reporting person including shares of Common Stock that would be issuable
upon the hypothetical full conversion of the Series B Preferred Stock and do not give effect to such Blocker. Therefore, the actual
number of shares of Common Stock beneficially owned by such Reporting Person, after giving effect to such Blocker, is less than
the number of securities reported in rows (6), (8) and (9).
1.
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NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES
ONLY)
ASL Energy Corp. (1)
EIN # 45-3052694
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2.
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see instructions)
(a) ☐
(b) ☐
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3.
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SEC USE ONLY
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4.
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CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America, State of Texas
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
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5.
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SOLE VOTING POWER
0
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6.
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SHARED VOTING POWER
0 shares of Common Stock
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7.
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SOLE DISPOSITIVE POWER
0
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8.
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SHARED DISPOSITIVE POWER
0 shares of Common Stock
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9.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
0 shares of Common Stock (2)
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10.
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES
(see instructions) ☐
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11.
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0%
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12.
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TYPE OF REPORTING PERSON (see instructions)
CO
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(1) Daniel Vesco is the President of ASL Energy
Corp., and in such capacity holds investment discretion and voting power over securities held by ASL Energy Corp.
1.
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NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES
ONLY)
Daniel Vesco
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2.
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see instructions)
(a) ☐
(b) ☐
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3.
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SEC USE ONLY
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4.
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CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
5.
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SOLE VOTING POWER
0
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6.
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SHARED VOTING POWER
5,604,460,000 shares of Common Stock (1)(2)
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7.
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SOLE DISPOSITIVE POWER
0
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8.
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SHARED DISPOSITIVE POWER
5,604,460,000 shares of Common Stock (1)(2)
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9.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
5,604,460,000 shares of Common Stock (1)(2)
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10.
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES
(see instructions) [ ]
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11.
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
9.99% (3)
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12.
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TYPE OF REPORTING PERSON (see instructions)
IN
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(1) Daniel Vesco is the President of PE Asset #1 Corp.,
and in such capacity holds investment discretion and voting power over securities held by PE Asset #1 Corp.
(2) Represents 5,604,460,000 shares of Common Stock
issuable upon conversion of 560,446 shares of Series B Convertible Preferred Stock (the “
Series B Preferred Stock
”)
of Petron Energy II, Inc. (the “
Issuer
”)(which hypothetical conversion is described below). Shares
of Series B Preferred Stock (which have a conversion face value of $1.00 per share) convert into Common Stock of the Issuer based
on the average trading price of the Issuer’s common stock on the five trading days prior to the date of conversion. The securities
reported in rows (6), (8) and (9) include the aggregate number of shares of Common Stock issuable to PE Asset #1 Corp. upon
conversion of the Series B Convertible Preferred Stock owned by PE Asset #1 Corp. based on the hypothetical complete conversion
of the Series B Convertible Preferred Stock on the date of this filing, based on a conversion price equal to the average of the
last five trading prices of the Issuer’s Common Stock on the date prior to this filing ($0.0001 per share, or a conversion
ratio of 10,000:1). Notwithstanding such disclosure, the terms of the Series B Preferred Stock include a blocker provision
under which the reporting person can only convert the Series B Preferred Stock to a point where it would beneficially own a maximum
of 9.99% of the Issuer’s outstanding shares of Common Stock (the “
Blocker
”).
(3) Based on 1,496,540,072 outstanding shares of
common stock of the Issuer as of February 1, 2016, as disclosed on the Issuer’s website on February 13, 2018 (www.petronenergyii.com/investors/).
As more fully described in footnote (2) above, certain of the reported securities are subject to a 9.99% Blocker and the percentage
set forth in row (11) gives effect to such Blocker. However, the securities reported in rows (6), (8) and (9) show the number of
shares of Common Stock that are beneficially owned by the reporting person including shares of Common Stock that would be issuable
upon the hypothetical full conversion of the Series B Preferred Stock and do not give effect to such Blocker. Therefore, the actual
number of shares of Common Stock beneficially owned by such Reporting Person, after giving effect to such Blocker, is less than
the number of securities reported in rows (6), (8) and (9).
Item 1.
(a)
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Name of Issuer:
Petron Energy II, Inc.
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(b)
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Address of Issuer’s Principal Executive Offices:
17950 Preston Road, Suite 960, Dallas, Texas 75252
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Item 2.
(a)
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Name of Person Filing:
1) PE Asset #1 Corp.
2) ASL Energy Corp.
3) Daniel Vesco
Attached as
Exhibit 1
is a copy of an
agreement between the Reporting Persons filing (as specified above) that this Schedule 13G is being filed on behalf of each of
them. The persons filing this Schedule 13G are of the view that they are not acting as a “group” for purposes
of Section 13(d) under the Securities Exchange Act of 1934, as amended.
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(b)
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Address of the Principal Office or, if none, residence:
The address of the principal business office of each
of the persons specified in 2(a) above is:
25 Highland
Park Village, #100-584, Dallas, Texas 75205
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(c)
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Citizenship:
PE Asset #1 Corp. and ASL Energy Corp. are organized
in the state of Texas in the United States. Daniel Vesco is a United States citizen.
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(d)
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Title of Class of Securities:
Common Stock, par value $0.00001 per share
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(e)
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CUSIP Number:
71674W402
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Item 3. If this statement is filed pursuant to §§240.13d-1(b)
or 240.13d-2(b) or (c), check whether the person filing is a:
(a)
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☐
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Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).
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(b)
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☐
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Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).
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(c)
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☐
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Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).
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(d)
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☐
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Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8).
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(e)
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☐
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An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);
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(f)
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☐
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An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);
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(g)
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☐
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A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G);
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(h)
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☐
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A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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(i)
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☐
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A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
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(j)
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☐
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Group, in accordance with §240.13d-1(b)(1)(ii)(J).
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Item 4. Ownership.
The information required by Items 4(a) - (c) is set forth
in Rows 5-11 of the cover pages hereto for the Reporting Persons and is incorporated herein by reference.
Item 5. Ownership of Five Percent or Less of a Class.
Not applicable.
Item 6. Ownership of More than Five Percent on Behalf
of Another Person.
Not applicable.
Item 7. Identification and Classification of the Subsidiary
Which Acquired the Security Being Reported on By the Parent Holding Company.
Not applicable.
Item 8. Identification and Classification of Members
of the Group.
Not applicable.
Item 9. Notice of Dissolution of Group.
Not applicable.
Item 10. Certification.
Not applicable.
After reasonable inquiry and to
the best of my knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete
and correct.
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PE ASSET #1 CORP.
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February 14, 2018
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Date
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/s/ Daniel Vesco
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Signature
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Daniel Vesco, President
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Name/Title
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ASL ENERGY CORP.
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February 14, 2018
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Date
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/s/ Daniel Vesco
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Signature
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Daniel Vesco, President
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Name/Title
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February 14, 2018
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Date
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/s/ Daniel Vesco
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Signature
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Daniel Vesco
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Name/Title
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Joint Filing Agreement
In accordance with Rule 13d-1(k)
under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing on behalf of each of them
of this statement on Schedule 13G (including any and all amendments thereto, without the necessity of filing additional joint
acquisition statements) with respect to the Common Stock, par value $0.00001 per share of Petron Energy II, Inc., a Nevada corporation,
and to the filing of this agreement as an exhibit thereto. The undersigned further agree that each party hereto is responsible
for the timely filing of such Schedule 13G and any amendments thereto, and for the completeness and accuracy of the information
concerning such party contained therein; provided, however, that no party is responsible for the completeness or accuracy of the
information concerning any other party making the filing, unless such party knows or has reason to believe that such information
is inaccurate.
This agreement may be executed in
any number of counterparts, all of which taken together shall constitute one and the same instrument.
[Signature page to follow]
Signature
Page
IN WITNESS WHEREOF
, the undersigned
hereby execute this agreement as of February 14, 2018.
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PE ASSET #1 CORP.
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February 14, 2018
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Date
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/s/ Daniel Vesco
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Signature
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Daniel Vesco, President
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Name/Title
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ASL ENERGY CORP.
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February 14, 2018
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Date
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/s/ Daniel Vesco
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Signature
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Daniel Vesco, President
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Name/Title
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February 14, 2018
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Date
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/s/ Daniel Vesco
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Signature
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Daniel Vesco, Individually
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Name/Title
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