See accompanying notes to the consolidated financial statements.

Asia Properties, Inc.

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ DEFICIENCY

FOR THE YEARS ENDED DECEMBER 31, 2015 AND 2014

(Stated in US Dollars)

*In addition, 950 million restricted common shares were issued and held in escrow in relation to the pending transaction as disclosed in Note 7.

See accompanying notes to the consolidated financial statements.

ASIA PROPERTIES, INC.

(A Development Stage Company)

CONSOLIDATED STATEMENTS OF CASH FLOWS

FOR THE YEARS ENDED DECEMBER 31, 2015 AND 2014

(Stated in US Dollars)

See accompanying notes to the consolidated financial statements.

1. Organization, Development Stage and Going Concern

Asia Properties, Inc. (the “Company”) was incorporated in Nevada, the United States of America on April 6, 1998. Our management intends to seek opportunities to invest in real estate. The Company currently does not hold any material property interests.

These consolidated financial statements have been prepared on the basis of a going concern, which contemplates the realization of assets and settlement of liabilities in the normal course of business. The Company is in the development stage and has not yet realized profitable operations and has relied on non-operational sources to fund operations. The Company has suffered recurring losses and additional future loses are anticipated as the Company has not yet been able to generate revenue. In addition, as of December 31, 2013,2015, the Company has a working capital deficiency of $1,265,447 (2012$277,861 (2014 -$1,254,452)1,333,539) and an accumulated deficit of $4,917,375 (2012$6,013,689 (2014 -$4,106,380)5,049,367). The Company’s ability to continue, as a going concern is dependent on successfully executing its business plan, which includes the raising of additional funds. The Company will continue to seek additional forms of debt or equity financing, but it cannot provide assurances that it will be successful in doing so. These circumstances raise substantial doubt as to the ability of the Company to meet its obligations as they come due and accordingly, the appropriateness of the use of accounting principles applicable to a going concern. The accompanying financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern. Such adjustment could be material.

2. Summary of Significant Accounting Policies

Basis of Presentation

The Company prepares itsconsolidated financial statements using the accrual method of accounting for financial reporting purposes. Accounting policies adopted by the Company conform tohave been prepared in accordance with accounting principles generally accepted accounting principles in the United States of America (“US GAAP”) and have been consistently appliedare expressed in the presentation of financial statements. The Company’s functional and reporting currency is the United States dollar.

Principles of Consolidationdollars (“USD”).

The consolidated financial statements include the financial statementsaccounts of the Company and its wholly-owned subsidiary, Asia Properties (HK) Limited. All significant inter – company balancesSignificant intercompany accounts and transactions were eliminated on consolidation.have been eliminated.

On January 2, 2015, the Company disposed of all its shares of Asia Properties (HK) Limited at $nil. As the subsidiary was inactive and did not have any net assets on the date of disposal, this transaction did not have any financial impact.

Use of Estimates

In preparing the consolidated financial statements in conformity with US GAAP, management makes estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the dates of the financial statements and the reported amounts of revenue and expenses during the reporting periods. Actual results could differ from those estimates. The significant areas requiring the use of management estimates are related to the valuation of investments in mining claims, deferred taxes and, stock based compensation.accrued liabilities. Although these estimates are based on management’s knowledge of current events and actions management may undertake in the future, actual results may ultimately differ materially from those estimates.

Cash and Cash Equivalents

The Company considers all highly liquid investments purchases with original maturities of three months or less to be cash equivalents. At December 31, 20132015 and 2012,2014, the Company had $nil$842 and $nil$2,836 in cash equivalents respectively.

Investments in Mining Claims and Exploration Costs

Mineral claims include the cost of obtaining unpatented and patented mining claims and the cost of acquisition of properties. Significant payments related to the acquisition of land and mineral rights are capitalized as tangible assets. If a mineable ore body is discovered, such costs are amortized when production begins using the units-of-production method based on proven and probable reserves. If no mineable ore body is discovered or such rights are otherwise determined to have no value, such costs are expensed in the period in which it is determined the property has no future economic value.

When mineral properties are acquired under option agreements with future acquisition payments to be made at the sole discretion of the Company, those future payments, whether in cash or shares, are recorded only when the Company has made or is obliged to make the payment or issue the shares.

The Company expenses all costs relateddid not have any cash equivalents as of December 31, 2015 and 2014.

Asia Properties, Inc.

Notes to the maintenance and development of mineral interests prior to the establishment of proven and probable reserves. As at Consolidated Financial Statements

December 31, 20132015 and 2012, the Company had not established any proven or probable reserves.2014

(Stated in US Dollars)

Impairment2. Summary of Long-lived AssetsSignificant Accounting Policies (continued)

Income Taxes

The Company reviews and evaluates long-lived assetsaccounts for impairment when events or changesincome taxes in circumstances indicate that the related carrying amounts may not be recoverable. The assets are subject to impairment consideration under ASC 360-10-35-17, if events or circumstances indicate that their carrying amount might not be recoverable. When the Company determines that an impairment analysis should be done, the analysis will be performed using the rules of ASC 930-360-35 “Asset Impairment” and 360-10 through 15-5 “Impairment or Disposal of Long-Lived Assets”.

Asset Retirement Obligations

In accordance with ASC 410 “Asset Retirement740. The Company provides for federal and Environmental Obligations”, the fair values of asset retirement obligations are recordedprovincial income taxes payable, as liabilities on a discounted basis when incurred. The associated asset retirement costs are capitalizedwell as partfor those deferred because of the carrying amount of the long-lived asset unless the asset has been previously charged to operations, in which case the amount is expensed. Over time, thetiming differences between reporting income and expenses for financial statement purposes versus tax purposes. Deferred tax assets and liabilities will be accreted for the change in their present value and the initial capitalized costs will be depleted and amortized over the useful lives of the related assets.

Income Taxes

Income taxes are accounted for under the liability method of accounting for income taxes. Under the liability method, deferred tax liabilities and assets are recognized for the estimated future tax consequences attributable to differences between the amounts reported in the financial statement carrying amountsamount of existing assets and liabilities for financial reporting purposes and their respectivethe amounts used for income tax bases.purposes. Deferred tax assets and liabilities are measured using the enacted income tax rates expected to apply whento taxable income in the asset is realizedyears in which those temporary differences are expected to be recoverable or the liability is settled. The effect of a change in income tax rates on deferred tax liabilities and assets is recognized inas income or expense in the period in whichof the change occurs. Deferredchange. A valuation allowance is established, when necessary, to reduce deferred income tax assets are recognized to the extentamount that they are consideredis more likely than not to be realized. FASB issued ASC 740-10 “Accounting for Uncertainty in Income Taxes”. ASC 740-10 clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements in accordance with prior literature FASB Statement No. 109, Accounting for Income Taxes. This standard requires a company to determine whether it is more likely than not that a tax position will be sustained upon examination based upon the technical merits of the position. If the more likely than not threshold is met, a company must measure the tax position to determine the amount to recognize in the financial statements. The implementation of this standard had no impact on the Company’s financial statements.

2. Summary of Significant Accounting Policies (continued)

Fair Value of Financial Instruments

ASC 820 “Fair Value Measurement” defines fair value, establishes a framework for measuring fair value under generally accepted accounting principles and enhances disclosuresexpands required disclosure about fair value measurements. Fairmeasurements of assets and liabilities. ASC 820-10 defines fair value is defined under ASC 820 as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Valuation techniques used to measureASC 820-10 also establishes a fair value under ASC 820 musthierarchy, which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs.inputs when measuring fair value. The standard describes a fair value hierarchy based on three levels of inputs of which the first two are considered observable and the last unobservable, that may be used to measure fair value as follows:value:

Level 1 – unadjusted quoted prices

In instances where the determination of the fair value measurement is based on inputs from different levels of the fair value hierarchy, the level in active markets for identical assets or liabilities;

Level 2 – inputs other than quoted pricesthe fair value hierarchy within which the entire fair value measurement falls is based on the lowest level input that are observable foris significant to the fair value measurement in its entirety. The Company’s assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment, and considers factors specific to the asset or liabilityliability.

Fair value estimates discussed herein are based upon certain market assumptions and pertinent information available to management. The respective carrying value of certain on-balance-sheet financial instruments approximated their fair values due to the short-term nature of these instruments or indirectly; and

Level 3 – inputsinterest rates that are not based on observablecomparable to market data.

As at December 31, 2013 and 2012, the Company did not have any financial instruments measured at fair value. The Company’srates. These financial instruments include cash, and accounts payable and accrued liabilities, notes payable, lineliabilities. The Company’s cash, which is carried at fair value, is classified as a Level 1. The Company’s bank accounts are maintained with financial institutions of reputable credit, short term loan and amount due to a related party. The fair values of these financial instruments approximate their carrying values due to their short-term nature. Management is of the opinion that the Company is not exposed to significant interest,therefore, bear minimal credit or currency risks from these financial instruments.risk

LossEarnings (Loss) Per Share

The Company has adopted the Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”) Topic 260-10 which provides for calculation of “basic” and “diluted” earnings per share. Basic lossearnings per stockshare includes no dilution and is calculatedcomputed by dividing net income or loss by weighted average number ofavailable to common stocks outstanding during the year.

Diluted loss per share is calculated using the treasury stock method and reflects the potential dilution of securitiesstockholders by including warrants and stock options, if any, in the weighted average number of common shares outstanding for a year, if dilutive. In a loss year, dilutive common shares are excluded from the lossperiod. Diluted earnings per share calculationreflect the potential dilution of securities that could share in the earnings of an entity. Diluted earnings per share exclude all potentially dilutive shares if their effect is anti-dilutive. There were no potentially dilutive shares outstanding as the effect would be anti-dilutive. Accordingly, for the years endedat December 31, 20132015 and 2012, the basic loss per share was equal to diluted loss per share as there were no dilutive securities.2014.

Foreign Currency Translation

The functional currency of the Company is the U.S. dollar. Certain monetary assets and liabilities of the Company denominated in Canadian dollars are remeasured into U.S. dollars at exchange rates in effect at the balance sheet dates. Non-monetary assets and liabilities are remeasured at historical exchange rates, unless such items are carried at market, in which case they are translated at the exchange rates in effect on the balance sheet date. Revenues and expenses are remeasured at rates approximating the exchange rates in effect at the time of the transaction. During the years ended December 31, 20132015 and 2012,2014, substantially all cash expenses were transacted in U.S. dollars.

2. Summary of Significant Accounting Policies (continued)

Share-Based Payments

The Company issues stock options to employees and consultants in connection with various business activities. These are accountedaccounts for share-based payments in accordance with the provisionsprovision of ASC 718, “Compensation – Stock Compensation”which requires that all share-based payments issued to acquire goods or services, including grants of employee stock options, be recognized in the statement of operations based on their fair values, net of estimated forfeitures. ASC 718 requires forfeitures to be estimated at the time of grant and ASC 505 “Equity” as well as other authoritative accounting pronouncements. revised, if necessary, in subsequent periods if actual forfeitures differ from those estimates. Compensation expense related to share-based awards is recognized over the requisite service period, which is generally the vesting period.

The Company is requiredaccounts for stock based compensation awards issued to make estimates ofnon-employees for services, as prescribed by ASC 718-10, at either the fair value of the relatedservices rendered or the instruments based onissued in exchange for such services, whichever is more readily determinable, using the Black-Scholes option pricing modelguidelines in ASC 505-50. The Company issues compensatory shares for services including, but not limited to, executive, management, accounting, operations, corporate communication, financial and recognize expenses over the period benefited, usually the vesting period.administrative consulting services.

Options granted to consultants are amortized over their performance period and remeasured at their then-current fair value as of the financial reporting date until the measurement date is reached.

The expected forfeiture rate is estimated based on historical forfeitures and expectations of future forfeiture rates. The Company makes adjustments if the actual forfeiture rate differs from the expected rate.

Comprehensive (Loss)

ASC 220 “Comprehensive Income” establishes standards for reporting and display of comprehensive income, its components and accumulated balances. The net loss is equivalent to the comprehensive loss for the periods presented.

Advertising Expenses

Asia Properties, Inc.

Notes to the Consolidated Financial Statements

December 31, 2015 and 2014

(Stated in US Dollars)

Recent Accounting Pronouncements

The Company expenses advertising as incurred. No advertising expense was incurred duringadopted the accounting pronouncement issued by the FASB to update guidance on how companies account for certain aspects of share-based payments to employees. This pronouncement is effective for fiscal years endedbeginning after December 31, 201315, 2016, and 2012, respectively, and no record was made in general and administrative expenseinterim periods within those years, with early adoption permitted. This guidance requires all income tax effects of awards to be recognized in the Consolidated Statements of Comprehensive Income.

Recent Accounting Pronouncements

In July 2013,income statement when the FASB issued an accounting update which provides guidance on financial statementawards vest or are settled and changes the presentation of an unrecognized tax benefit when a net operating loss carry-forward or a tax credit carry-forward exists in the same taxing jurisdiction. Per this guidance, an entity must present the unrecognized tax benefit as a reduction to a deferred tax asset, except when the carry-forward is not available as of the reporting date under the governing tax law to settle taxes or the entity does not intend to use the deferred tax asset for this purpose. This amendment does not impact the recognition or measurement of uncertain tax positions or the disclosure reconciliation of gross unrecognized tax benefits. The new accounting standards update becomes effective for the Company on January 1, 2014 and it should be applied prospectively to unrecognizedexcess tax benefits that exist aton the effective date with retrospective application permitted. Early adoptionstatement of cash flows. The Company adopted these provisions on a prospective basis. In addition, this pronouncement changes guidance on: (a) accounting for forfeitures of share-based awards and (b) employers’ accounting for an employee’s use of shares to satisfy the update is permitted and an entity may choose to apply this amendment retrospectively to each reporting period presented. We do not anticipate theemployer’s statutory income tax withholding obligation. The adoption of this standard topronouncement did not have a material impact on the Company’s consolidated financial statements and related disclosures.position and/or results of operations.

In June 2014,February 2016, an accounting pronouncement was issued by the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update No. 2014-10 “ASU 2014-10”FASB to eliminate certain financial reporting requirementsreplace existing lease accounting guidance. This pronouncement is intended to provide enhanced transparency and comparability by requiring lessees to record right-of-use assets and corresponding lease liabilities on the balance sheet for development stage entities.most leases. Expenses associated with leases will continue to be recognized in a manner similar to current accounting guidance. This pronouncement is effective for annual and interim periods beginning after December 15, 2018, with early adoption permitted. The amendments in ASU 2014-10 remove the incremental financial reporting requirements from US GAAPadoption is required to be applied on a modified retrospective basis for development stage entities, including the presentation of inception-to-date information in the statements of income, cash flows and shareholder equity, and disclosure of the financial statements as those of a development stage entity. Early adoption of the update is permitted and an entity may choose to apply this amendment retrospectively to each prior reporting period presented. We doThe Company has not anticipateyet determined the effect that the adoption of this standard topronouncement may have on the consolidated financial position and/or results of operations.

On January 1, 2016, the Company adopted the accounting pronouncement issued by the FASB which eliminates the requirement that an acquirer in a business combination account for measurement-period adjustments retrospectively. Instead, an acquirer will recognize a measurement-period adjustment during the period in which it determines the amount of the adjustment. The adoption of this pronouncement did not have a material impact on the Company’s consolidated financial statements and related disclosures.

The Company acquired the Banroy Gold Claim on July 18, 2011, consistingposition and/or results of 16 claims covering an area of 677.52 hectares, being valid for 2 years until June 22, 2013 in La Pause Township, Quebec, Canada. The Company allowed its claims to expire during the year ended December 31, 2013 and therefore wrote off its acquisition costs of $35,000.operations.

On August 29, 2011,January 1, 2016, the Company entered intoadopted the accounting pronouncement issued by the FASB to update the guidance related to the presentation of debt issuance costs. This guidance requires debt issuance costs, related to a definitive agreement to acquirerecognized debt liability, be presented in the 1325 acre King’s Point, North Block Mining Concession, located in Newfoundland, Canada consistingbalance sheet as a direct deduction from the carrying amount of 53 claims.the related debt liability rather than being presented as an asset. The Company electedadopted this pronouncement on a retrospective basis, and the adoption did not have a material impact on the consolidated financial position and/or results of operations.

In November 2015, an accounting pronouncement was issued by the FASB to drop its optionsimplify the presentation of deferred income taxes within the balance sheet. This pronouncement eliminates the requirement that deferred tax assets and liabilities are presented as current or noncurrent based on the nature of the underlying assets and liabilities. Instead, the pronouncement requires all deferred tax assets and liabilities, including valuation allowances, be classified as noncurrent. This pronouncement is effective for fiscal years beginning after December 15, 2016, with early adoption permitted. The Company intends to adopt this pronouncement on January 1, 2017, and the King’s Point Claim duringadoption will not have a material impact on the year ended December 31, 2013 and therefore wrote off its acquisition costsconsolidated financial position and/or results of $590,000. Asoperations.

3. Due to Related Party

The amount of $1,257,801 due to related party as at December 31, 2012,2014 represents amount outstanding to the Company had accrued a provision for a $100,000 work commitment on this property. As a resultCEO of the election to drop its option for the King’s Point claim, the Company reversed the provision for the $100,000 work commitment during the year ended December 31, 2013.

In February 2008, the Company secured financing from Capital One in the amount of $100,000. The loan requires the Company to repay $1,739 on a monthly basis. Interest is charged at the annual prime rate plus 3.25%. As of December 31, 2013, the Capital One Loan has a balance of $2,765 (2012 - $22,929). The short term loan is secured personally by the sole director and officer of the Company.

During the year ended December 31, 2013, the Company accrued management fees of $60,000 (2012 - $60,000) to the Chief Executive Officer (“CEO”) and sole director of the Company. As of December 31, 2013, the Company owed its CEO $1,172,279 (2012 - $1,037,172) for expense reimbursements and accrued management fees, which are reflected as due to related party on the balance sheet.fees. These advances arewere unsecured, non-interest bearing and payable upon demand.demand, and was repaid by the issuance of 24,000,000 common shares as explained further in note 6.

4. Line of Credit

In February 2007, theThe Company was approved forhas a revolving credit facility atwith Wells Fargo for a maximum business line amount of $50,000.$62,500. Interest is charged at 12.75% annually. As at December 31, 2013,2015, the balance amounted to $49,340 (2012$50,310 (2014 - $49,945)$47,488). The line of credit is secured personally by the sole director and officera shareholder of the Company.

Asia Properties, Inc.

Notes to the Consolidated Financial Statements

December 31, 2015 and 2014

(Stated in US Dollars)

The Company issued demand promissory notes to two individuals during 2011 and 2012. The original principal of $16,000 is payable upon demand. Interest is accrued at 2% per month. 5. Notes Payable

During the year ended December 31, 2013, $3,5002015, Demand promissory note in the amount of the demand promissory notes were transferred to an arm’s length party and settled by the issuance of common stock. See Note 8(a).$2,500 was repaid.

6. Common Stock

The following table summarizes common stock issuances for the years ended as of December 31, 20132015 and 2012:2014:

During the year ended

The Company’s authorized capital consists of 2,000,000,000 shares of common stock. At December 31, 2013,2015, there were no1,017,199,362 shares of common stock options issued and outstanding (2012 – nil)(December 31, 2014 - 43,199,362 shares) comprising of 982,186,650 restricted shares, including 950,000,000 shares of restricted common stock for the purchase of 100% shares of Asia Innovation Technology Limited and its assets, as disclosed above and 35,012,712 non-restricted shares (2014: 3,609,650 restricted shares and 39,589,712 non-restricted shares). These restricted shares will be available for sale under Rule 144 of the Securities Act of 1933, as amended, when the conditions of Rule 144 have been met.

7. Pending Transaction

On January 6, 2015, the Company signed a Sale and Purchase Agreement (the “Agreement”) to acquire 100% of the shares of Asia Innovation Technology Limited, a Hong Kong corporation (“AITL”), registered in the British Virgin Islands. Pursuant to the Agreement, the Company agreed to issue 950 million restricted common shares of the Company to the shareholders of AITL in exchange of 100% of the shares of AITL and all of its assets.

As per clause 6.4 of the Agreement, shares issued shall be held in escrow and shall be deemed to be in full control of the Company until the closing of transaction which is outstanding, pending completion of certain conditions relating to the valuation of assets to be acquired and audit of the financial position.

TheCompany issued 950,000,000 shares, which are held in escrow. The Companytransaction has a monthly office rentalnot yet been closed, pending completion of $77the above closing conditions. Upon closing, the transaction will be recorded in Hong Kong.accordance with the guidance provided under ASC Topic 805 - Business Combination.

Asia Properties, Inc.

Notes to the Consolidated Financial Statements

December 31, 2015 and 2014

(Stated in US Dollars)

8. Income Taxes

Income taxes

The Company rents an office in Bellingham, Washington which costs $100 per monthprovision for income taxes is calculated at US corporate tax rate of approximately 34% (2014: 34%) as follows:

Deferred tax assets

Deferred taxes are provided on a month to month basis.

The Company computesliability method whereby deferred tax assets arising from netare recognized for deductible temporary differences and operating loss carry forwards. Theseand tax credit carryforwards and deferred tax liabilities are recognized for taxable temporary differences. Temporary differences are the differences between the reported amounts of assets and liabilities and their tax bases. Deferred tax assets are reduced by a valuation allowance towhen, in the extent thatopinion of management, it is deemed more likely than not that thesesome portion or all of the deferred tax assets will not be realized through future taxable income. realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment.

Net deferred tax assets consist of the following components as of December 31:

At December 31, 2013 and 2012,2015, the Company had a net operating loss carry-forwardcarryforwards of approximately $3,885,000 expiring over various years ranging$4,216,832 (2014: $4,016,000) that may be offset against future taxable income from 2017 through 2033. As ofthe year by 2035. No tax benefit has been reported in the December 31, 2013 and 2012, any available deferred2015 financial statements since the potential tax asset arising from the Company’s net operating loss carry forwards has been eliminatedbenefit is offset by a full valuation allowance. The loss carry forwards are subjectallowance of the same amount.

Asia Properties, Inc.

Notes to certain limitationsthe Consolidated Financial Statements

December 31, 2015 and 2014

(Stated in US Dollars)

9. Subsequent Events

Effective April 14, 2017, the Company has executed a Sale and Purchase Agreement (the “Agreement”) to acquire 100% of the shares and assets Sino King Management Limited, (“SKML”) a company incorporated under the Internal Revenue Code including Section 382.laws of British Virgin Islands. Pursuant to the Agreement, Asia Properties, Inc. has agreed to issue 600 million restricted common shares of the Company to acquire 100% of the shares and assets of SKML.

Additionally, at the Closing, the Company shall deliver to SKML, Stock certificate(s) representing six hundred million shares issued in the name or names designated by SKML. It is understood that the stock certificates so delivered will display the required restrictive legend pursuant to Rule 144 of the United States Securities and Exchange Act.

The provision for Federal income tax consistsAgreement further states that both Parties agree that all shares issued, pursuant to the terms and conditions of the following foragreement, shall be held in escrow and shall be deemed to be in the years ended December 31, 2013 and 2012:

The cumulative tax effect at the expected ratefull control of 34% (2012- 34%) of significant items comprising our net deferred tax amount is as follows as of December 31, 2013 and 2012:

Liquidity risk is the risk that the Company will not have sufficient cash resources to meet its financial obligations as they come due. The Company’s liquidity and operating results may be adversely affected if its access tountil the capital market is hindered whether as a result of a downturn in stock market conditions generally or matters specific to the Company. The Company generates cash flow primarily from its financing activities and advances from a related party. As at December 31, 2013, the Company had cash of $5,475 (2012 - $2,892) to settle current liabilities of $1,270,922 (2012 - $1,257,344) All of the Company’s financial liabilities have contractual maturities of less than 30 days and are subject to normal trade terms. The Company regularly evaluates its cash position to ensure preservation and security of capital as well as liquidity.Closing.

In the normal course of business, management considers various alternatives to ensure that the Company can meet some of its operating cash flow requirements through financing activities, such as private placements of common stock, and offerings of debt and convertible debt instruments as well as through merger or acquisition opportunities. Management may also consider strategic alternatives, including strategic investments and divestitures. As future operations may be financed out of funds generated from financing activities, the ability to do so is dependent on, among other factors, the overall state of capital markets and investor appetite for investments in a development stage company and the Company’s securities in particular. Should the Company elect to satisfy its cash commitments through the issuance of securities, by way of either private placement or public offering or otherwise, there can be no assurance that the efforts to obtain such additional funding will be successful or achieved on terms favorable to the Company or its existing shareholders. If adequate funds are not available on favorable terms, the Company may have to reduce substantially or eliminate expenditures or obtain funds through other sources such as divestiture or monetization of certain assets.

Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash deposits. As at December 31, 2013, the Company held $5,475 (2012 - $2,892) with a major bank in the United States.

The Company principally operates within the United States. The Company’s functional currency is the American dollar and major purchases are transacted in American dollars. Management believes the foreign exchange risk derived from currency conversions is negligible and therefore does not hedge its foreign exchange risk.

The Company is exposed to interest rate fluctuations on its short term loan. At December 31, 2013, the Company had an outstanding short term loan balance of $2,765, which bears interest annually at a rate of prime plus 3.25% (6.5% at December 31, 2013), which may expose the Company to market risk due to changes in interest rates. For the year ended December 31, 2013, a 1% increase in prime interest rates would increase interest expense and net loss by approximately $100. However, based on current prime interest rates and based on historical movements in rates, the Company believes a near term change in interest rates would not have a material adverse effect on the financial position or results of operations.

On August 25, 2014, the Company issued 408,000 common shares to settle a debt of $20,400 which included promissory notes of $14,000 plus accrued interest of $6,400.

On August 27, 2014, the Company issued 500,000 common shares in lieu of services rendered.

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.

Parker Randall CF (H.K.Effective July 18, 2017, the Board of Directors of Asia Properties, Inc., (the “Company”) CPA Limitednotified Weld Asia Associates the Company’s independent registered public accounting firm, that it was appointed ourterminating its engagement of Weld Asia Associates as the Company’s independent accountants in April 2010. On June 11, 2012,registered public accounting firm.

The audit reports by Weld Asia Associates on the consolidated financial statements of the Company that were issued during the period from March 22, 2015 to July 18, 2017 did not contain an adverse opinion or a disclaimer of opinion, nor were they qualified or modified as to uncertainty, audit scope, or accounting principles, other than an explanatory paragraph regarding the Company’s ability to continue as a going concern.

Prior to its termination, there were: (i) no disagreements between the Company and Weld Asia Associates on any matters of accounting principles or practices, financial statement disclosure, or auditing scope or procedures, which disagreements, if not resolved to the satisfaction of Weld Asia Associates, would have caused Weld Asia Associates to make reference to the subject matter of the disagreement in their reports on the Company’s financial statements for such years, and (ii) no reportable events within the meaning set forth in Item 304(a)(1)(v) of Regulation S-K.

Effective on July 18, 2017, SRCO Professional Corporation Chartered Professional Accountants were engaged as the services of MJF & Associates, a Los Angeles-based auditingCompany’s new independent registered public accounting firm to replace Parker Randall CF (H.K.) CPA Limited.audit the Company’s consolidated financial statements. Prior to June 11, 2012,March 22, 2015: (i) no written report or oral advice was provided toconsultations occurred between the Company by MJF & Associates concluding thereand SRCO Professional Corporation Chartered Accountant during the period commencing March 26, 2015, regarding either (i) the application of accounting principles to a specific completed or contemplated transaction, the type of audit opinion that might be rendered regarding the Company’s financial statements, or other information provided that was an important factor to be considered by the Company in reaching a decision as to an accounting, auditing, or financial reporting issue;issue, or (ii) any matter that was either the subject of a disagreement as that term is defined in Item 304(a)(1)(iv) of Regulation S-K and the related instructions to Item 304 of Regulation S-K, or a reportable event as that term is defined inrequiring disclosure pursuant to Item 304(a)(1)(iv) of Regulation S-K. It should be noted that due to the failure of Parker Randall to respond to requests by MJF & Associates to conduct required communications and a review of the prior year audit work papers, the year ended December 31, 2010 may have to be re-audited and the cumulative figures may have to also be re-audited unless the Company obtains a waiver from the SEC.

ITEM 9A. CONTROLS AND PROCEDURES

The Company maintains disclosure controls and procedures (as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934, as amended) that are designed to ensure that information required to be disclosed by the Company in reports it files or submits under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and that such information is accumulated and communicated to the Company’s management, including the Company’s Chief Executive Officer/Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosures. In designing and evaluating the disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and management necessarily is required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures. As of the end of the period covered by this report, and under the supervision and with the participation of management, including its Chief Executive Officer/Chief Financial Officer, who is responsible for establishing and maintaining adequate internal control over financial reporting as such term is defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act, such persons conducted an evaluation of the effectiveness of the design and operation of these disclosure controls and procedures.

Based on this evaluation and subject to the foregoing, the Company’s Chief Executive Officer/Chief Financial Officer concluded that these controls are not effective because there is a material weakness in our internal controls over financial reporting. A material weakness is a deficiency, or a combination of control deficiencies, in internal control over reporting such that there is a reasonable possibility that that a material misstatement of the Company’s annual or interim financial statements will not be prevented or detected on a timely basis.

The material weakness identified is that all of the Company’s accounting functions, including the preparation of audit and financial statements are carried out and reviewed by our Chief Executive Officer/Chief Financial Officer. The Company does not have a separate audit committee at this time. The lack of accounting staff results in a lack of segregation of duties and technical accounting experience necessary for an effective internal control system.

The Company recognizes the importance of internal controls. As the Company is currently a development stage company with limited ongoing financial operations, in an effort to mitigate this material weakness to the fullest extent possible, at present the Chief Executive Officer reviews the Company’s financial information and reports for reasonableness. All unexpected results are investigated. At any time, if it appears that any control can be implemented to continue to mitigate such weakness, it will be immediately implemented. As the Company grows in size and as its finances allow, management will hire sufficient accounting staff and implement appropriate procedures for monitoring and review of work performed by our financial consultant.

Management’s Annual Report on Internal Control over Financial Reporting

Section 404 of the Sarbanes-Oxley Act of 2002 requires that management document and test the Company’s internal control over financial reporting and include in this Annual Report on Form 10-K a report on management’s assessment of the effectiveness of our internal control over financial reporting.

Our management is responsible for establishing and maintaining adequate internal control over financial reporting; as such term is defined in Rule 13a-15(f) of the Securities Exchange Act of 1934, as amended. Under the supervision and with the participation of our management, including our Chief Executive Officer/Chief Financial Officer, we conducted an evaluation of the effectiveness of our internal control over financial reporting based upon the framework in Internal Control - Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Based on that evaluation, our management certifies that this report is complete, that this report complies with all relevant regulatory requirements, and that our internal control over financial reporting is not effective, as of December 31, 2013.2015.

This annual report does not include an attestation report of our registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by our registered public accounting firm pursuant to temporary rules of the Securities and Exchange Commission that permit us to provide only management’s report in this annual report.

Changes in Internal Controls

During the year ended December 31, 2013,2015, there have not been any changes in the Company’s internal controls that have materially affected or are reasonably likely to materially affect, the Company’s internal control over financial reporting. However, please note the discussion above.

ITEM 9B. OTHER INFORMATION

None.

PART III

ITEM 10.DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE

Each of our directors serves until his successor is elected and qualified. Each of our officers is elected by the board of directors to a term of one (1) year and serves until his successor is duly elected and qualified, or until he is removed from office. The board of directors has no nominating, auditing or compensation committees.

The names, addresses, ages and positions of our present officers and directors is as follows:

The persons named above have held their offices for the last 12 months and are expected to continue until the next annual meeting of our stockholders.

Background of Officers and Directors

Daniel McKinney,Chen Junyan, President, and Chief Executive Officer, Secretary and Director

Mr. McKinney foundedChen Junyan earned a MSc degree in Physic from the CompanyLuoyang Normal University Luoyang, Henan, China, in April 1998.1992. He is a member of the Henan New Energy Chamber of Commerce. From April 1981July 1992 to September 1999, Mr. McKinney established and operated McKinney International, a Hong Kong based companyNovember 2002 he worked as an Engineer Assistant engaged in cutting gemstoneshighway construction for the Institute SanMenXia Highway Construction Company, located in Henan, China and supplying world markets. From March 1982from October 2002 to December 1984,May 2010 he foundedworked as Supplement Sales Manager and operatedifor Sanmenxia Jiyuan Nong Lin Group Ltd., also located in Henan, P.R.China. Starting in June 2010 and to the Hong Kong Gem & Jewelry show. From October 1984 to July 1987,present, he established and operated Wynmere Ltd., Thailand, a direct selling jewelry company with its manufacturing in Bangkok and gemstone sourcing in Hong Kong. From June 1989 to July 1997 he was a director of Coldway Ltd., an investment banking firm. From January 1994 to Oct 1999, he was a director of Cement Services, Ltd., a construction company, based in Bangkok. From Sept 1999 to June 2001, hehas served as a nonexecutive board memberthe Chief Executive Officer for the Tindin Zhi Zhong Group Co. Ltd. at Luoyang City, Henan, China, The Tindin Zhi Zhong Group is engaged in new energy research and development. Mr. Chen is currently the CEO of Sunflower (USA)Tindin Zhi Zhong Group Co, Ltd., in Henan Province, China. In May 2010, taking advantage of the global trend on clean and green new energy, he had help to found this company to manufacture electric vehicles. Tindin Zhi Zhong manufactures electric-powered coach buses, vans, sport cars and luxury sedans. Under his leadership, Tindin Zhi Zhong has became a public company withsignificant player in the electric vehicle industry. Recently his Tindin Zhi Zhong initiated a large industrial facilitycharity campaign of “Walking in China manufacturing copper pipes. From April 2004Love in Central China”. Volunteers went door-to-door throughout Henan Province visiting orphans, handicapped and lonely seniors, and to August 2006, he served as a directordeliver financial and material resources to help improve the quality of Savoy Resources Corp, a publicly traded mining company. From January 2006 until December 2013, he served as a director of Sino Bioenergy Corp, a publicly traded company. Mr. McKinney studied at the Hong Kong International School and read Chemistry and Biology at the Houston Baptist University.their lives

Conflicts of Interest

There are no potential conflicts of interest.

Involvement in Certain Legal Proceedings

Other than as described in this section, to our knowledge, during the past five years, no present or former director or executive officer of our company:

Audit Committee and Charter

We do not have a separately designated audit committee of the board. Audit committee functions are performed by our sole director who is not deemed independent as he holds a position as an officer of our Company. Our audit committee is responsible for: