Asia Properties Inc (ASPZ)

[Slojab]

Things are off to a shaky start.

NOTE 8 – COMMON STOCK SUBSCRIPTION RECEIVABLE

On January 6, 2015, the Company entered into a Sale and Purchase Agreement (the “Agreement”) to acquire 100% shares and assets of Asia Innovation Technology Limited (“AITL”), a company incorporated in the British Virgin Islands. Pursuant to the Agreement, the Company has agreed to issue a total of 950 million restricted common shares of the Company to the shareholders of AITL in payment of US$1.9 billion reflecting the value of the rights, titles and interests in the business assets and all attendant or related assets of AITL. In addition, both parties have agreed that all shares, pursuant to the terms and conditions of the Agreement, shall be issued as soon as practicable following the signing of the Agreement, but all shares so issued shall be held in escrow until all terms and conditions are met. This share issuance would constitute a change of control.

Pursuant to the Agreement, AITL has agreed to deliver to the Company (i) duly authorized, properly and fully executed documents in English, evidencing and confirming the sale of 100% of the shares of AITL and its assets specifically detailing the assets and (ii) an asset valuation report prepares by an independent third-party valuator on or before January 15, 2015. AITL is also required to provide the Company with its full and up-to-date audited financial statements which prepare by a qualified Public Company Accounting Oversight Board auditor.

As of the date of this filing, the various terms and conditions of the Agreement have not been met, therefore, all the 950 million restricted common shares issued to the shareholders of AITL remain in escrow and shall be in the full control of the Company.

Due to the delay in receiving the required documents (i) the duly authorized and fully executed documents in English, evidencing and confirming the sale of 100% of the shares of AITL and its assets, (ii) assets valuation report, and (iii) the audited financial statements of AITL, the Sale and Purchase Agreement between the Company and the shareholders of AITL has not yet closed and a change of control has not yet been affected. The management of the Company and AITL is expected to complete this transaction on [date] or upon the availability of the asset valuation report and audited financial statements of AITL.