Edgar Filing: ASIA PROPERTIES INC

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549

FORM 10-SB

GENERAL FORM FOR REGISTRATION OF SECURITIES
OF SMALL BUSINESS ISSUERS
Under Section 12(b) or (g) of The Securities Exchange Act of 1934

ASIA PROPERTIES, INC.
(Name of Small Business Issuer in its charter)

NEVADA
(State or other jurisdiction of incorporation or organization)

47-0855301
(I. R. S. Employer Identification No.)

114 Magnolia Street, Suite 400-115, Bellingham, Washington 98225
(Address of principal executive offices) (Zip Code)

(Issuer's telephone number) (360) 392-2841

Securities to be registered pursuant to Section 12(b) of the Act:

None

Securities to be registered pursuant to Section 12(g) of the Act:

Common Stock, $0.001 par value
----------------------------------
(Title of Class)

TABLE OF CONTENTS

PART I

Item 1. Description of Business.

Item 2. Management's Discussion and Analysis or Plan of Operation.

Item 3. Description of Property.

Item 4. Security Ownership of Certain Beneficial Owners and Management.

Item 5. Directors and Executive Officers, Promoters and Control Persons.

Item 6. Executive Compensation.

Item 7. Certain Relationships and Related Transactions.

Item 8. Description of Securities.

PART II

Item 1. Market Price of and Dividends on the Registrant's Common Equity and
Related Stockholder Matters.

Item 2. Legal Proceedings.

Item 3. Changes in and Disagreements with Accountants.

Item 4. Recent Sales of Unregistered Securities.

Item 5. Indemnification of Directors and Officers.

PART F/S Financial Statements

PART III

Item 1. Index to Exhibits.

Item 2. Description of Exhibits.

ITEM 1. DESCRIPTION OF BUSINESS.

INTRODUCTION:

Asia Properties, Inc (hereafter referred to as Asia Properties or API) was
incorporated in the State of Nevada on April 6, 1998 in order to acquire
residential and commercial real estate in Southeast Asia for resale or
development. Asia Properties is a development stage company that does not as yet
own any property and has not generated any revenues from operations. Shares of
API are currently listed for sale on the Pink Sheets under the trading symbol
ASPZ.

NATURE OF BUSINESS:

We plan to acquire raw land and build resorts initially in Thailand and then in
other parts of Southeast Asia. Our focus of acquisition will be in resort
locations in Thailand including: Pattaya, Hua Hin. Koh Samui, with an initial
focus on Phuket.

The types of property we plan to develop are beach oriented four or five star
resorts to be managed by an international hotel management company such as
Starwood Hotels or Hyatt International. Investors are advised that Asia
Properties does not currently own any properties.

LETTER OF INTENT

On May 19, 2004, we signed a letter of intent with Lehman Brothers Asian
Investments Ltd. (Lehman) The letter of intent, which has a one year period of
validity, defines the intent of API and Lehman to work together to examine the
possible construction and management of a resort on Mai Khao Beach, Phuket,
Thailand. This development will utilize the ability of API to identify and
secure a suitable resort site, to provide conceptualization and to provide
on-site project management assistance during the build-out phase. Lehman will
examine the possibility of providing construction financing, contributing equity
or debt financing and negotiating related construction and hotel management
contracts.

API has identified and is negotiating the purchase of a 160 rai (72 acres)
beachfront property at Mai Khao Beach on Phuket Island.

API and Lehman are discussing an arrangement whereby API or its Thailand
registered wholly-owned affiliate, Asia Properties, (Thailand) Ltd. ("API-T")
would purchase 100% of the land and Lehman or one or more of its affiliates,
would finance or arrange for the financing of the turn-key build-out of the
resort.

On August 25, 2004, the Company signed an agreement with Lifeway Enterprise, to
organize the placement of credit or loan facilities to participate with equity
ownership in the 160 rai (72 acres) of beach front on Mai Khao Beach in Phuket,
Thailand.

To date, API has negotiated the purchase of the property for Baht 3.7 million
(US $90,000) per rai. A total of 60 rai is proposed for the development by API
and Lehman in the form of a hotel and/or resort development. We intend to
initially develop the project into a 250-room 5 star hotel with villas and
condos for sale. API and Lehman envision all development to be under the
general management of an internationally recognized resort operator.
Employees

Mr. Daniel McKinney is our President and principal executive, accounting and
financial officer and is employed full time by the Company. On February 28, 2003
we engaged the consulting services of Geoff Armstrong, through his company,
World Web Publishing.com Corp. Mr. Armstrong performs the duties of secretary to
Asia Properties. He assists us with the preparation and maintenance of all
internal corporate documentation. Mr. Armstrong also assists us with the
initial preparation of all required regulatory documents and will perform
additional duties at the reasonable instruction of the President.

We presently have no other employees.

Planned Hotel Management
--------------------------

We plan to engage the services of an international hotel management company such
as Starwood Hotels or Hyatt Hotels to manage our proposed beach resort. We plan
to acquire assets both for purposes of capital gain and income. The amount or
percentage of assets which will be invested in any specific property can only be
determined at the time of such proposed investment. However, API does not have
a limit on the amount or percentage of its assets that may be invested in any
specific property.

Property Investment Plans
---------------------------

Through our wholly-owned subsidiary, Asia Properties (Thailand) Ltd, ("API
(T)"), we plan to acquire properties that have the following attributes:

We or API (T) must be able to acquire a freehold interest or an interest
known in the United States. as "fee simple". This will give the owner the
outright possession and use of the land, to dispose of the land as he or
she wishes to sell it, give it away, trade it for other things, lease it to
others, or pass it to others upon death.

The Property must have considerable capital appreciation potential and
rental income to be cash flow positive within twenty-four months of
acquisition.

If under construction, the property must be at a substantial discount to
cost or if completed, must have a substantial potential for improvement.

We will primarily consider a property's capital appreciation potential and
business cash flow models before investing in a particular property. We plan to
use the latest valuation techniques to bid competitively for properties. We
expect to maximize the best possible rental return or cash flow on each property
that is purchased by aggressively marketing the properties. We plan to
initially purchase raw land to develop a beach resort in Phuket.

In an effort to obtain the maximum possible gain from each property, we will
consider selling properties only when the economic benefit to us warrants that
action.

COMPETITION

We plan to develop a five star resort in Phuket, Thailand. Currently, there are
less than 1900 five star rooms available on Phuket Island. Prices range from US
$200 per night in the off-season at the Le Meridien, to a high of US $5,000 per
night for a villa in the high season at the Banyan Tree Resort. The Le Meridien
is a 20-year-old property that needs to be renovated in order to continue to be
considered as a five star property. The Banyan Tree is a resort featuring
villas rather than rooms. Phuket also features a Sheraton, a Conrad and a Dusit
Resort. Raffles and Hilton are planning resorts to be opened by 2006. However
we are not certain that substantial additional competition will not develop and
that we will be able to compete successfully against future competitors.
Additionally, many competitors are much larger than we are with substantially
greater financial resources than we may be able to develop.

REGULATIONS

In order to proceed with the development of resorts in Thailand, Asia
Properties will be required to obtain an environmental study, which must be
submitted to the Thailand Environmental Department for approval. This includes
a comprehensive report from an independent environmental consultant, which
reports on access to sewerage systems and disposal, access to potable water,
potential impact on wildlife and potential for other environmental damage. Once
approval is obtained, structural design and architectural conceptuals must be
submitted to the Thailand Lands Department for building permit approval.

RESTRICTIONS AND CONTROLS

We are not aware of any other share ownership restrictions, foreign
currency controls, dividend restrictions or others affecting our investment in
the Phuket property.

MARKET DEMAND

There is a growing demand from international visitors, who bring with them hard
currency and high levels of repeat business, for high end destination resorts in
the South East Asian region. This is regarded as offering value for money and
with excellent infrastructure (modern facilities, serviced by modern airlines
and reliable service).

LOW COSTS - Thailand generally experiences relatively low labor costs for both
construction and operations of five star hotels compared to many other regions.

SALES & MARKETING - We believe we will benefit from a targeted sales, marketing
and distribution network through sales offices and partnerships in our major
feeder markets (UK, Japan, Australia, USA and Thailand) as well as through
relationships with travel agents and tour operators. We plan to utilize the
internet and magazines with articles and selective media coverage to promote the
resort.

- Asia is perceived to offer more value for money and a better overall exotic
resort experience due to varied cultural and shopping activities available, than
other traditional international resort and winter destinations such as the
Caribbean.

- Low building costs and low hotel operating costs are further reduced by being
expensed in soft currencies, while the vast majority of income is in hard
currency due to US dollar pricing policies. This will help to provide natural
protection against foreign exchange exposure.

THAILAND TOURISM

The tourism industry in Thailand has recorded consistent growth. Visiting
Thailand is generally seen to be a far less costly and a better value-for-money
option than other resort destinations in Asia. This has been further assisted
by the continuing currency devaluation of the Thai Baht which has strengthened
foreign buying power of visitors. The Tourism Authority of Thailand (TAT) and
the Pacific Asia Travel Association (PATA) expect a significant increase in
visitors to Asian countries over the next four years, with Thailand alone
predicted to welcome 20 million a year according to the TAT.

Phuket is one of the more popular resort destinations in Thailand and already
enjoys an established international recognition, and at the same time, possesses
considerable potential for further growth.

PHUKET - AN INTERNATIONAL DESTINATION

Phuket is considered to be a well-established international resort destination
with a strong demand for growth. Phuket is conveniently linked to Europe and
overseas countries provided via Phuket International Airport.

Renovations to expand the Phuket International Airport have recently been
completed. In addition, the island's road system has being extensively
improved, with a new highway between the airport and the main resorts. The
local authorities are developing a new convention center in order to induce more
tourism and business tourism to Phuket. The expansion of Phuket International
Airport, improvements in infrastructure as well as new tourist attractions are
expected to provide a positive impact and a renewed impact on the sustained
growth of tourism in Phuket. In the past decade, tourism has become the biggest
earner for the area, and continues to grow with more than 3 million visitors
every year.

Phuket is the largest island in Thailand. At 543 square kilometers, it is about
the same size as Singapore. Phuket is just over an hour's fight from Bangkok or
Singapore with daily connections to most major Asian airports.

Phuket lies some 8 north of the Equator, and borders Phangnga Bay to the north
and is joined to the mainland of Thailand by the Sarasin Bridge. To the south
and west lies the Andaman Sea and the Krabi Sea to the east. Based upon data
from the Tourism Authority of Thailand, Phuket currently offers approximately
20,000 hotel rooms, ranging from family run guest houses to luxurious five star
resorts.

MAI KHAO BEACH combined with Nai Yang beach, is almost 17 kilometers long. It
is largely deserted with only a few bungalow complexes, a campsite, and a new
Marriott resort located there. Our planned resort will be located within a few
kilometers south of the Marriott Hotel and about 5 kilometers from the airport.

THE ANDAMAN SEA, separated from the Bay of Bengal by the Andaman-Nicobar Ridge,
is part of the Indian Ocean. Thailand's Andaman coast extends for 870 km from
the Surin Islands on the northern border with Burma to Tarutao National Park on
the southern border with Malaysia. Hundreds of islands are accessible to small
craft from Phuket.

KHAO SOK NATIONAL PARK, on the mainland just to the north of Phuket, has large
areas of tropical forest, which have a wide variety of plants and animals.
Eco-tours have started in the last few years, offering the opportunity to
experience the forest and get close to nature. Most operate in small groups to
minimize impact on the environment.

ENVIRONMENTAL CONSIDERATIONS

In order to proceed with the development of a resort, Asia Properties will be
required to obtain an environmental study which must be submitted to the
Thailand Environmental Department for approval. This includes a comprehensive
report from an independent environmental consultant which reports on access to
sewerage systems and disposal, access to potable water, potential impact on
wildlife and potential for other environmental damage. Once approval is
obtained, structural design and architectural conceptuals must be submitted to
the Thailand Lands Department for building permit approval.

The cost of compliance with environmental laws in Thailand, although they are
not possible to quantify at present, will entail the following: costs respecting
the engineering details connection to sewerage systems and disposal, access to
potable water, hiring an environmental consultant to develop and submit an
impact study for submission to the Thailand Environmental Protection Agency.
The resort will be required to maintain the sewerage and potable water systems,
and refuse disposal.

ASIA PROPERTIES, INTERNATIONAL (THAILAND) CO. LTD.

Asia Properties, Inc. owns 100% of Asia Properties, International (Thailand) Co.
Ltd. This subsidiary was incorporated to purchase future property in the
Kingdom of Thailand. The sole officer and director of API-T is Daniel S.
MckinneyThe registered address is: 86/14 Soi Sukhumvit 31, Klongton-Nua,
Wattana, Bangkok. The company is currently dormant. The Government and tax
filings of the company are currently managed by our Thai lawyer, Ms. Pannada
Sangdoung, P-Plus International Law Co. Ltd.

ENTELLIUM CORPORATION

In the past, Mr. Mckinney was responsible for providing certain general business
services, arranging financing, investment banking advice, corporate
restructuring services and consulting to Entellium Corporation. Mr. Mckinney's
services for Entellium granted him the right to purchase 2 million shares of
Entellium. As a result, On August 1, 2002 we purchased two million shares
representing apprpoximately 11% of Entellium for $0.01 per share or $20,000. We
do not intend to make any further investment in the securities of any other
companies.

Entellium is an Application Service Provider (ASP), with offices in the United
States, Malaysia and Singapore, that provides web-based, customer relationship
management (CRM) solutions that automate and optimize the way companies obtain,
maintain and develop customer relationships and loyalty. Entellium's
headquarters are located in Seattle, Washington, with a global research and
development center in Kuala Lumpur, Malaysia and a sales and marketing office in
Singapore. On August 1, 2002 we signed a subscription agreement with Entellium
Corporation, in which we purchased 2 million shares of Entellium at a price of
$0.01 per share, in lieu of a terminated Letter of Intent to affect a share
exchange with Entellium, and for providing services and consulting. Mr. Mckinney
served as a director of Entellium from April to July 2003. Mr. Mckinney had no
prior affiliation with Entellium other than as a consultant. Mr. Mckinney has
no current relationship with Entellium.

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION.

THE FOLLOWING INFORMATION SHOULD BE READ IN CONJUNCTION WITH THE CONSOLIDATED
FINANCIAL STATEMENTS OF ASIA PROPERTIES AND THE NOTES THERETO APPEARING
ELSEWHERE IN THIS FILING. STATEMENTS IN THIS MANAGEMENT'S DISCUSSION AND
ANALYSIS OR PLAN OF OPERATION AND ELSEWHERE IN THIS REGISTRATION STATEMENT THAT
ARE NOT STATEMENTS OF HISTORICAL OR CURRENT FACT CONSTITUTE "FORWARD-LOOKING
STATEMENTS."

The following management discussion should be read together with the Asia
Properties, Inc. financial statements included in this registration statement
See "Index to Financial Statements" at page F-1. Those financial statements have
been prepared in accordance with generally accepted accounting principles of the
United States of America.

GENERAL OVERVIEW

Asia Properties, Inc. is a development stage company, which was incorporated in
1998. Asia Properties plans to invest in real estate business in Southeast
Asia. Asia Properties will initially devote most of its efforts toward
organization and fund raising for planned Asian and Southeast Asian real estate
investments, and no revenues have yet been generated from any such operations.
Asia Properties has experienced recurring losses from operations since its
inception and as of June 30, 2004, Asia Properties has had a working capital
deficit of $33,716 and an accumulated deficit from operations of $1,940,403. As
noted in the independent audit report for the audited Asia Properties financial
statements for the year ending 2003 and included in this registration statement,
these factors raise doubt about the ability of Asia Properties to continue as a
going concern. Realization of the Company's business plan is dependent upon the

Company's ability to meet its future financing requirements, and the success of
future operations. This is because we have not generated any revenues since
inception. Our only other source for cash at this time is through investments
or loans from management. We must raise cash to implement our project and stay
in business.

Form F-4 Registration Statement Filing and Withdrawal.
------------------------------------------------------------

On April 25, 2000, Asia Properties, Inc. filed a Form F-4 Registration Statement
(Commission File No. 333-11892) as the registrant, Asia Properties Investments,
Inc., in order to properly affect the reincorporation of Asia Properties from
the State of Nevada to the British Virgin Islands. On June 19, 2002, the Form
F-4 Registration Statement was withdrawn via a Form RW following the decision by
the Company not to proceed with the reincorporation from a Nevada corporation to
a British Virgin Islands company.

Previously, The efforts to purchase a Thailand real estate company, Northbridge
Communities Limited, was terminated on November 20, 2000 and removed from the
F-4.

The Company has decided not to reincorporate elsewhere and will remain as a
Nevada corporation. Asia Properties Investments Inc. was incorporated solely
for the purpose of redomiciling in the British Virgin Islands and the proposed
merger. As the merger did not proceed, Asia Properties Investments, Inc has
been terminated.

Form SB-2 Registration Statement Filing and Withdrawal.
-------------------------------------------------------------

On June 6, 2003, Asia Properties, Inc. filed a Form SB-2 Registration Statement
(Commission File No. 333-105931), in connection with the registration of shares
under an equity line of credit we had entered into with Cornell Capital
Partners. On July 26, 2004, the Form SB-2 Registration Statement was withdrawn
via a Form RW following the decision by the Company not to proceed with the line
of credit with Cornell.

Loans by Management
---------------------

In July 2000, Asia Properties received loans from Daniel S. McKinney and
Nicholas St. Johnston, executive officers and directors of Asia Properties, and
their affiliated entities in the total amount of approximately $411,348.
Specifically, these loans were as follows: Daniel Mckinney - $92,580, Coldway
Limited - $139,000 (Mr. McKinney and his spouse, Ms. Gaik-Im own 100% of the
outstanding shares of Coldway Limited) Nicholas St. Johnston $40,768. Milliard
Limited $139,000 (Nicholas St. Johnston owns 100% of the outstanding shares of
Milliard Limited). These loans were unsecured, were not interest bearing and no
other charges were to be applied. The loans were payable on demand.
Additionally, Daniel McKinney, loaned $42,337 to API in 2001, $58,908 in 2002,
$14,373 in 2003 and $35,086.00 from January 1, 2004 to June 30, 2004 for general
expenses and operations

Asia Properties was unable to repay the loans in cash and therefore issued
shares of common stock in repayment of the loans. This shareholder loan was
converted to additional shares of 411,348 on December 29, 2000 at a price of

$1.00 per share. Daniel McKinney, a director loaned $42,337 to API in 2001,
$58,908 in 2002, $14,373 in 2003 and $35,086.00 from January 1, 2004 to June 30,
2004 for general expenses and operations.

Entellium Corporation
----------------------

On August 1, 2002 we signed a subscription agreement with Entellium Corporation,
in which we purchased 2 million shares of Entellium at a price of $0.01 per
share, for providing services and consulting. Entellium is an Application
Service Provider (ASP), with offices in USA, Malaysia and Singapore, which
provides Customer Relations Management ("CRM") solutions based on the
Microsoft.NET(R) web services platform.

RESULTS OF OPERATIONS

FROM INCEPTION ON APRIL 6, 1998 TO JUNE 30, 2004

During the period from April 6, 1998 (date of inception) to June 30, 2004, Asia
Properties generated no revenues from operations and raised net cash through
financing activities of $641,600 from private placements of its common stock as
follows: a total of $234,547 was raised during the year ended December 31, 1999,
$55,140 was raised for the year ended December 31, 2000, and $351,913 was raised
for the year ended December 31, 2001. There were no additional cash flows from
financing activities through June 30 2004. As of June 30, 2004, Asia Properties
had a working capital deficit of $33,716.

Our general and administrative expense for the period of April 6, 1998
(inception) to June 30, 2004 was a total of $1,940,403. This constitutes our
primary expense during the period. Our general and administrative expenses
effectively became our net loss for the period with a net loss per share of
approximately $0.29 for the period from inception to June 30, 2004.

Our general and administrative expense for the period of January 1, 2004 to June
30, 2004 was $43.239. Our general and administrative expenses effectively
became our net loss for the period with a net loss per share of approximately
$0.0065.

Our general and administrative expense for the period of April 6, 1998
(inception) to December 31, 2003, was our primary expenses during this period,
and was a total of $1,897,164. Our general and administrative expenses
effectively became our net loss for the period with a net loss per share of
approximately $0.283.

PLAN OF OPERATIONS

Asia Properties plans to acquire, manage, and develop income-producing real
property in Southeast Asia and acquire real property in Southeast Asia for
long-term capital gains. Asia Properties' plan of operations also includes
identifying suitable companies that own income-producing property for purposes
of acquisition. Our immediate goal is to acquire and develop a 72 acre freehold
property on Mai Khao beach in Phuket, Thailand

When possible through financings or through negotiations on purchases, we intend
to use our common stock to finance acquisitions and retain as much cash as
possible for working capital and development purposes.

LIQUIDITY AND CAPITAL RESOURCES

Asia Properties is a development stage company which has not generated any
revenues from operations and has experienced recurring losses from operations
since its inception. As of the date of this registration statement, we have yet
to generate any revenues from our business operations. As of June 30, 2004 we
had sustained operating losses of $1,940,403 since inception.

Asia Properties will be dependent on loans from management to pay current
general and administration expenses. In July 2000, Asia Properties received
loans from Daniel S. McKinney and Nicholas St. Johnston, executive officers and
directors of Asia Properties, and their affiliated entities in the total amount
of approximately $411,348. These loans were payable on demand. Asia Properties
was unable to repay the loans in cash and therefore issued shares of common
stock in repayment of the loans. This shareholder loan was converted to
additional shares of 411,348 on December 29, 2000 at a price of $1.00 per share.
Daniel McKinney, a director loaned $42,337 to API in 2001, $58,908 in 2002,
$14,373 in 2003 and $35,086.00 from January 1, 2004 to June 30, 2004 for general
expenses and operations.

Presently, we have virtually no cash available for working capital. As of June
30, 2004, we had accounts payable of $33,923 and no other accrued liabilities.

KCSA Worldwide provided investor relations services from August 1998 until
September 2000. On October 4, 2001 58,000 shares of Asia Properties were issued
to KCSA Worldwide at a price of $0.44 per share in lieu of a fee of $25,659

On February 28, 2003, 10,000 shares of Asia Properties were issued to Falcon
Crest Capital. Falcon Crest Capital provided investment banking services.

As noted in Item 1. Description of Business, Asia Properties has signed a letter
of intent with Lehman Brothers Asian Investments Ltd., which outlines the intent
of API and Lehman to work together to consider the construction and management
of a resort on Mai Khao Beach, Phuket, Thailand. Lehman will examine the
possibility of providing construction financing, contributing equity or debt
financing and negotiating related construction and hotel management contracts.

API and Lehman are discussing an arrangement whereby API or its Thailand
registered affiliate, Asia Properties, (Thailand) Ltd. ("API-T") would purchase
100% of the land and Lehman or one or more of its affiliates, would finance or
arrange for the financing of the turn-key build-out of the resort.

Additionally, on August 25, 2004, the Company signed an agreement with Lifeway
Enterprise, to organize the placement of credit or loan facilities to
participate with equity ownership in the 160 rai (72 acres) of beach front on
Mai Khao Beach in Phuket, Thailand.

Asia Properties, Inc. will be able to continue satisfying its cash requirements
on a limited basis via loans and advances from its CEO, Daniel S. Mckinney.
However, there is no written or otherwise commitment from the CEO or any of the

Directors to provide any additional cash to the Company beyond what has already
been provided. The Company may need to seek financings in addition to the
possibilities outlined in the letter of intent signed with Lehman.

Upon the acquisition of a suitable property, Asia Properties will hire two
additional employees in Thailand as administrative and account staff in
anticipation of initiating the buildout of a proposed resort as well as other
possible projects. We anticipate two extra employees will cost a total $1,000
per month based on current Thailand labor costs.

Mr. Mckinney has donated services valued at $5,000 per month to Asia Properties.
This is not reflected in deferred salary or loans.

Our auditor in its opinion to our financial statements has raised substantial
doubt about the Company's ability to continue as a going concern. Additionally,
the Company has an accumulated deficit of $1,940,403.

Our acquisition strategy will be dependent on our ability to sign a definitive
funding agreement with Lehman Brothers. We are also seeking alternative sources
of financing. If we are not able to secure substantial financing in a
reasonable period of time, it is unlikely that we will be able to acquire the
Thai property referenced above or to initially implement our acquisition
strategy.

On May 19, 2004, we signed a letter of intent with Lehman Brothers Asian
Investments Ltd. (Lehman) The letter of intent, which has a one year period of
validity, defines the intent of API and Lehman to work together to examine the
possible construction and management of a resort on Mai Khao Beach, Phuket,
Thailand. Lehman will examine the possibility of providing construction
financing, contributing equity or debt financing and negotiating related
construction and hotel management contracts. API has identified and is
negotiating the purchase of a 160 rai (72 acres) beachfront property at Mai
Khao Beach on Phuket Island.

On August 25, 2004, the Company also signed an agreement with Lifeway
Enterprise, to organize the placement of credit or loan facilities to
participate with equity ownership in the 160 rai (72 acres) of beach front on
Mai Khao Beach in Phuket, Thailand.

Foreign currency

Asia Properties prepares its financial statements using United States dollars as
the reporting currency. However, some transactions are conducted in Thailand
currency - Baht, which is the functional currency in Thailand. Transactions in
Baht are translated into United States dollars as the financial reporting
currency. Foreign currency transactions are translated at the applicable rates
of exchange prevailing at the dates of the transactions. Assets and liabilities
are denominated at applicable rates prevailing at the balance sheet date.

Currently, the exchange rate of Baht to United States dollars is relatively
stable and Asia Properties does not expect any major fluctuation in the currency
rate, which would affect the comprehensive income result of exchange gains and
losses.

Inflation

Asia Properties intends to acquire and develop real estate projects in Southeast
Asia. Real estate values are inflation sensitive and fluctuate from time to
time, depending on factors such as the general economic conditions in Southeast
Asia. Asia Properties believes that the real estate values in Southeast Asia
are currently low. Any future inflation in real estate values will affect Asia
Properties' planned real estate development operations.

CAPITAL STOCK

(a) During fiscal 1999 the Company issued 70,834 common shares, having a
value of $234,547, to various consultants and employees as stock based
compensation. This amount was charged to operations in fiscal 1999.

(b) During fiscal 2000 the Company issued 438,100 common shares for having
a total value of $332,729 to various consultants and employees as stock
based compensation. This amount was charged to operations during fiscal
2000. Of these shares issued the Company caused 30,000 common shares to be
cancelled at no cost to the Company and returned to treasury during fiscal
2001.

(d) During fiscal 2001 the Company issued 60,000 common shares having a
value of $36,000 for consulting services. The Company also issued 58,000
common shares having a value of $21,260 to settle debt.

New Accounting Standards

Statement of Financial Accounting Standards No. 133, Accounting for Derivative
Instruments and Hedging Activities, was issued in June 1998 and will be
effective for all fiscal quarters for all fiscal years, which began after June
15, 2000. This standard established accounting and reporting standards for
derivative financial instruments and for hedging activities.

Entellium Corporation

On August 1, 2002 we signed a subscription agreement with Entellium Corporation,
in which we purchased 2 million shares of Entellium at a price of $0.01 per
share. We acquired shares at this price as compensation for providing Entellium
with services and consulting performed by Mr. Mckinney. Mr. Mckinney was
responsible for providing general business services, arranging financing,
investment banking advice, corporate restructuring services and consulting to
the CEO and CFO of Entellium. Mr. Mckinney's services for Entellium granted him
the right to purchase the 2 million shares of Entellium. As a result, on August
1, 2002, we purchased two million shares of Entellium for $0.01 per share or
$20,000. Fifteen thousand dollars was paid to the company, a further $2,500 was
paid to Speechforms on behalf of Entellium and a note for $2,500 that was
subsequently paid. Speechforms is not an affiliate of Asia Properties or
Entellium.

ITEM 3. DESCRIPTION OF PROPERTY.

The principal executive office of Asia Properties is located at 114 West
Magnolia, Suite 400-115, Bellingham, WA 98225. That space was occupied under a
one-year lease from an unaffiliated party for $100 per month. That lease
expired February 1, 2001. The Office continues to operate out of the same
premises on month to month lease basis for $100 per month.

ITEM 4. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.

The following table shows the beneficial ownership of Asia Properties common
stock as of June 30, 2003. The table shows each person known to us who owns
beneficially more than five percent of the outstanding common stock of Asia
Properties based on 6,600,782 shares being outstanding as of December 31, 2002,
and the total amount of common stock of Asia Properties owned by each of its
Directors and Executive Officers and for all of its Directors and Executive
Officers as a group.

ACTUAL ACTUAL
IDENTITY OF PERSON . . . . . . . . AMOUNT OF PERCENT OF
OR GROUP . . . . . . . . . . . . . SHARES OWNED SHARES OWNED CLASS
---------------------------------- ------------- ------------- ------
Daniel S. McKinney (1)
13976 Marine Drive
White Rock, BC V4B1A5 Canada. . . 2,415,980 (1) 36.6% Common
---------------------------------- ------------- ------------- ------
Crestview Associates Ltd. (1)
908 Universal Commercial Bldg.
69 Peking Road, TST Hong Kong . . 700,000 (1) 10.4% Common
---------------------------------- ------------- ------------- ------
Coldway Limited (1)
86/14 Sukhumvit 31
Bangkok 10110, Thailand. . . . . . 164,900 (1) 2.5% Common
---------------------------------- ------------- ------------- ------
Lim Gaik-Im (2)
13976 Marine Drive
White Rock, BC V4B1A5 Canada. . . 2,415,980 (2) 36.6% Common
---------------------------------- ------------- ------------- ------
Nicholas St. Johnston (3)
86/14 Sukhumvit 31 . . . . . . . .
Bangkok 10110, Thailand. . . . . . 1,579,768 23.9% Common
---------------------------------- ------------- -------------
Milliard Limited (3)
86/14 Sukhumvit 31
Bangkok 10110, Thailand. . . . . . 539,000(2) 8.2% Common
---------------------------------- ------------- ------------- ------
David Roberts (4)
5B Kennedy Heights
10 Kennedy Row, Hong Kong. . . . . 5,000 Less than 1% Common
---------------------------------- ------------- ------------- ------
Geoff Armstrong (5)
250 H Street #123
Blaine, WA 98230 . . . . . . . . . 60,000 Less than 1% Common
---------------------------------- ------------- ------------- ------
World Web Publishing.com Corp (5)
250 H Street #123
Blaine, WA 98230 . . . . . . . . . 50,000 (5) Less than 1% Common
---------------------------------- ------------- ------------- ------
Officers and Directors as a Group
(four persons) . . . . . . . . . . 4,060,748 60.7% Common
---------------------------------- ------------- ------------- ------

BENEFICIAL OWNERSHIP OF SECURITIES: Pursuant to Rule 13d-3 under the Securities
Exchange Act of 1934, involving the determination of beneficial owners of
securities, includes as beneficial owners of securities, any person who directly
or indirectly, through any contract, arrangement, understanding, relationship or
otherwise has, or shares, voting power and/or investment power with respect to
the securities, and any person who has the right to acquire beneficial ownership
of the security within sixty days through means including the exercise of any
option, warrant or conversion of a security.

(1) The common shares shown as being beneficially owned by Daniel S. McKinney
total 2,415,980 or 36% of the Company and include:

951,080 shares held in his name,

700,000 shares held by Crestview Associates Limited,
164,900 shares held by Coldway Limited
600,000 Lim Gaik-Im, the spouse of Mr. Mckinney.

Mr. McKinney and his spouse, Ms. Gaik-Im own all of the outstanding ownership
interests of Crestview Associates. Mr. McKinney is a director of Coldway. Ms.
Gaik-Im is a citizen of Malaysia and not a resident of the United States.
(2) Includes 600,000 shares held directly by Lim Gaik-Im, Mr. McKinney's spouse,
as well as the other shares attributable to Mr. Mckinney as reflected in
footnote 1 above.

(3) The shares shown as being beneficially owned by Nicholas St. Johnston total
1,579,768 or 23.7% of the issued and outstanding shares of the Company and
include:

1,040,768 shares held in his name;
539,000 shares held by Milliard Limited. Nicholas St. Johnston owns all of
the outstanding ownership interests of Milliard Limited

(4) Does not include 20,000 shares previously deemed beneficially owned by Mr.
Roberts which were in the form of options at a price of $1.56 per share, which
expired on January 31, 2004

(5) The shares shown as being beneficially owned by Geoff Armstrong total 60,000
and include:

10,000 shares held in his name;
50,000 Options at a price of $1,00 per share held in the name of World Web
Publishing.com Corp., which is owned as to 100% by Geoff Armstrong, an
officer of the Company.

ITEM 5. DIRECTORS AND EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS.

The following table sets forth the names and ages of our current directors and
executive officers, their principal offices and positions and the date each such
person became a director or executive officer. The Board of Directors elects
our executive officers annually. Our directors serve one-year terms or until
their successors are elected and accept their positions. The executive officers
serve terms of one year or until their death, resignation or removal by the
Board of Directors. There are no family relationships or understandings between
any of the directors and executive officers. In addition, there was no
arrangement or understanding between any executive officer and any other person
pursuant to which any person was selected as an executive officer.

Name of Director or Current Position Date of Position
Executive Officer Age and Office & Term of Office
--------------------- -------- ---------------------------------- ----------------
April 6, 2005
Daniel S. McKinney 43 President, Chief Executive Officer, Term: one year
and Director April 6, 2005
Nicholas St. Johnston 42 Director Term: one year
February 25, 2005
David Roberts 56 Director Term: one year
May 2005
Geoff Armstrong 62 Secretary Term: one year

DANIEL S. MCKINNEY, President, Chief Executive Officer, and Director .
Co-founder; Asia Properties, Inc. From 1981 until 1999, Mr. Mckinney
established Mckinney International, a Hong Kong based company engaged in cutting
gemstones & supplying world markets. From 1982-84 he founded the Hong Kong Gem
& Jewelry show. From 1984 to 1987 he worked to establish Wynmere Ltd.,
Thailand, a direct selling jewelry company with its manufacturing in Bangkok and
gemstone sourcing in Hong Kong In 1989, he established Coldway Ltd., an
investment banking firm. In 1994, Mr. McKinney founded Cement Services, Ltd., a
construction company, based in Bangkok. In 1998 he founded Asia Properties,
Inc. a Bangkok based public real estate company. From 1999-2001 Mr. Mckinney
served as a board member of Sunflower (USA) Ltd., a public company with a large
industrial facility in China manufacturing copper pipes. Mr. Mckinney graduated
from Hong Kong International School in 1979 and studied Chemistry and Biology at
Houston Baptist University from 1979 to 1981. Mr. Mckinney speaks Cantonese,
Thai, some Portuguese, and Malay.

NICHOLAS ST. JOHNSTON, Director. Co-founder; Asia Properties, Inc. Since
December 1, 2001 Mr. St. Johnston has been a Senior Vice President with
Greenwich Asia, a real estate banking firm based in Singapore,. Mr. Johnston is
a Chartered Surveyor and real estate professional with 19 years experience (17
of which have been in Asia). He qualified as a Chartered Surveyor while working
for Hillier Parker, a real estate consultant firm based in London, before
moving to Hong Kong in 1984 , to work with Jardines and Hong Kong Land, a
property holding company based in Hong Kong. He was a founding Director of the
Hong Kong office of Sallmanns PLC, a real estate consulting company based in
Hong Kong, before establishing the Thai branch office for International property
consultant, Brooke Hillier Parker as the joint Managing Director in 1990. He
has acted as property appraiser, investment advisor, and agent. In 1995, he
joined property developer Wave Development, in Bangkok, and became the Chief
Operations Officer, before co-founding API in April 1998. He formed the Thai
branch of the Royal Institution of Chartered Surveyors (RICS), in 1990, and
remains active on the committee, which he has chaired twice. Mr. St. Johnston
holds a degree with honors from Trent University in England.

DAVID ROBERTS, Director. Mr. Roberts, based in Hong Kong, worked with Hoare
Govett, a brokerage firm in Hong Kong 1990 until he retired in January 1999.
Since January 1999 he has served as a director in Thailand of ABN AMRO Asia
Securities Pcl., a brokerage firm Also since January 1999 he has been a
Director of Finansa Ltd., a boutique investment bank based in Bangkok, Frontier
Fund Management Co., a Southeast Asian-based mutual fund, and the Siam
Investment Fund, which invests solely in Thailand. Prior to joining Hoare

Govett Asia Group in, he was employed by Citibank for 14 years where he served
in a number of senior positions throughout Asia including as a director of
Vickers Da Costa Ltd., Hong Kong. He has been a Council Member of the Stock
Exchange of Hong Kong since 1986, a member of the Exchange's Listing Committee
and a Director of the Hong Kong Securities Clearing Company.

GEOFF ARMSTRONG, Secretary. (B.A.) Concordia University 1967. President,
Alphanet Communications Corp. since November 1991. Alphanet Communications Corp.
was established in 1991 to prepare and assist with the preparation of
promotional materials for companies including text and photographs, and to
prepare and assist with the preparation of internal corporate documents. Since
1999, the provision of promotional materials has included the provision of text
and photographs for the development of websites. He has been President, of
Societe Sapphanna S.A.R.L., Madagascar since April 2000, and President of World
Web Publishing.com Corp which was incorporated in the State of Nevada on August
14, 2000. World Web Publishing is in the process of developing an online book
publishing and distribution company. Mr. Armstrong has been a Freelance
business writer since 1990.

ITEM 6. EXECUTIVE COMPENSATION.

The President of the Company has donated services valued at $5,000 per
month. This amount has been charged to operations and classified as "donated
capital" in stockholders' deficit. The total value of Mr. Mckinney's donated
services since 2001 is $240,000. This is not reflected as deferred salary. Mr.
Mckinney intends to continue donating his services until such time as the
Company is realizing a profit from its planned operations.

SUMMARY COMPENSATION TABLE

The following table sets forth the total compensation paid to or accrued, during
the fiscal years ended December 31, 2000, 2001, 2002 and 2003 to Asia Property's
highest paid executive officers. No salaries were paid prior to 2000. No
restricted stock awards, long-term incentive plan payout or other types of
compensation, other than the compensation identified in the chart below, were
paid to these executive officers during these fiscal years.

COMPENSATION LONG TERM
NAME AND. . . . . . . . . . . . . . RESTRICTED COMPENSATION
POSITION. . . . . . . . . . . . . . YEAR STOCK OPTIONS
----------------------------------- ------------ ------------ -------
2000 139,000 NIL
2001 NIL NIL
Daniel Mckinney . . . . . . . . . . 2002 NIL NIL
President & Chief Executive Officer 2003 NIL NIL
2004 NIL NIL
------------ ------------ -------
2000 139,000 NIL
2001 NIL NIL
Nicholas. . . . . . . . . . . . . . 2002 NIL NIL
St. Johnston. . . . . . . . . . . . 2003 NIL NIL
Director. . . . . . . . . . . . . . 2004 NIL NIL
----------------------------------- ------------ ------------ -------
2000 5,000 20,000
2001 NIL NIL
2002 NIL NIL
David Diehl . . . . . . . . . . . . 2003 NIL NIL
Director. . . . . . . . . . . . . . 2004 NIL NIL
----------------------------------- ------------ ------------ -------
2000 5,000 NIL
2001 NIL NIL
2002 NIL NIL
David Roberts . . . . . . . . . . . 2003 NIL NIL
Director. . . . . . . . . . . . . . 2004 NIL NIL
----------------------------------- ------------ ------------ -------

(1) All other compensation includes health insurance and life insurance plans
or benefits, car allowances, etc. The Company may omit information regarding
group life, health, hospitalization, medical reimbursement or relocation plans
that do not discriminate in scope, terms or operation, in favor of executive
officers of directors of the registrant and that are available generally to all
salaried employees.

LTIP: "Long-Term Incentive Plan" means any plan providing compensation intended
to serve as incentive for performance to occur over a period longer than one
fiscal year, whether such performance is measured by reference to financial
performance of the Company or an affiliate, the Company's stock price, or any
other measure, but excluding restricted stock, stock option and Stock
Appreciation Rights (SAR) plans.

The Company has made no compensation to any of its employees, other than
compensation noted in the above table.

The Company has no Long-Term Incentive Plan and has made no Long-Term Incentive
Plan payouts The Company has granted no bonuses to any of its employees since
inception.

STOCK OPTION GRANTS

In February 2001 we issued three-year options to purchase 20,000 shares at a
price of $1.56 per share to David Diehl and 20,000 shares at a price of $1.56
per share to David Roberts, both Directors of the Company. These options
expired on January 31, 2004 without being exercised. Mr. Diehl is no longer a
director. We did not issue any grants of stock options in the 2002 fiscal year
to any officer or director.

On February 28, 2003 we issued 50,000 options to World Web Publishing.com Corp.
at a price of $1.00 per share for a period of three years. Mr. Armstrong, an
officer of the Company, holds all of the outstanding ownership interests of
World Web Publishing.com Corp.

ITEM 7. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

STOCK OPTIONS

During 2000, we issued 5,000 shares to our two directors, David Diehl and David
Roberts. We also granted three-year options to purchase up to 20,000 shares at
an exercise price of $1.56 per share to these directors; David Diehl and David
Roberts which expired on January 31, 2004. Also in 2000, we issued consulting
fees to consulting companies owned by some of our officers and directors and
issued our common stock to some of our officers and directors during 1999 and
2000. David Diehl is no longer a director.

The weighted average number of shares under option and option price for the
period ended December 31, 2004 are as follows:

SHARES UNDER OPTION AND OPTION PRICE
------------------------------------
Remaining
Life of
Shares Option Date Expiry Options Current
Name of Optionee Optioned Price Granted Date (Months) Status
------------------------------------ --------- ------- -------- -------- -------- -------

David Diehl 20,000 $ 1.56 02/02/01 01/31/04 0 Expired
------------------------------------ --------- ------- -------- -------- -------- -------

David Roberts 20,000 $ 1.56 02/02/01 01/31/04 0 Expired
------------------------------------ --------- ------- -------- -------- -------- -------
World Web
Publishing.com Corp. 50,000 $ 1.00 02/28/03 02/28/05 6 Open
------------------------------------ --------- ------- -------- -------- -------- -------

The options were granted for services provided or to be provided to the Company.

During 2000, we issued 5,000 shares to David Diehl a Director of the Company,
and 5,000 shares to David Roberts also a Director, pursuant to Terms of
Appointment as Directors. The value of the shares was at an agreed upon price of
$1.00 per share. David Diehl is no longer a director. These shares were issued
as compensation for becoming a director in Asia Properties.

These loans were payable on demand. Asia Properties was unable to repay the
loans in cash and therefore issued shares of common stock in repayment of the
loans. This shareholder loan was converted to additional shares of 411,348 on

December 29, 2000 at a price of $1.00 per share as follows: Daniel McKinney, a
director loaned $42,337 to API in 2001 and $58,908 in 2002 for general expenses
and operations.

On February 28, 2003 we engaged the consulting services of Geoff Armstrong, an
officer of the Company, through his company, World Web Publishing.com Corp. Mr.
Armstrong will be paid the sum of $5,000 and has received additional
compensation of 10,000 restricted shares as well as an option to purchase 50,000
shares at a price of $1.00 per share for two years. The option terminates on
February 28, 2005.

Mr. Mckinney has donated services valued at $5,000 per month to Asia Properties.
This is not reflected in deferred salary or loans.

ITEM 8. DESCRIPTION OF SECURITIES.

The following statements relating to the capital stock set forth the material
terms of the Company's securities; however, reference is made to the more
detailed provisions of the Articles of Incorporation and the By-laws, copies of
which are filed as exhibits to this registration statement.

COMMON STOCK

The Company's Articles of Incorporation authorize the issuance of 50,000,000
shares of common stock, par value $0.001 per share, of which 6,720,782 shares
are issued and outstanding as of June 30, 2004.

Holders of shares of common stock are entitled to one vote for each share on all
matters to be voted on by the stockholders. Holders of common stock do not have
cumulative voting rights. Holders of common stock are entitled to share ratably
in dividends, if any, as may be declared from time to time by the Board of
Directors in its discretion from funds legally available therefore.

In the event of a liquidation, dissolution or winding up of the Company, the
holders of common stock are entitled to share pro rata all assets remaining
after payment in full of all liabilities. All of the outstanding shares of
common stock are fully paid and non-assessable.

Holders of common stock have no preemptive rights to purchase the Company's
common stock. There are no conversion or redemption rights or sinking fund
provisions with respect to the common stock.

PREFERRED STOCK

The Company is not currently authorized to issue shares of Preferred Stock and
has no plans to issue any preferred stock nor adopt any series, preferences or
other classification of preferred stock. Accordingly, there are no preferred
shares issued or outstanding as of the date of this registration statement.

DIVIDEND POLICY

We do not intend to pay additional dividends on our common stock. We plan to
retain any earnings for use in the operation of our business and to find future
growth.

The Company has never paid a cash dividend on its Common Stock nor does the
Company anticipate paying cash dividends on its Common Stock in the near future.
It is the present policy of the Company not to pay cash dividends on the Common
Stock but to retain earnings, if any, to fund growth and expansion. Under
Nevada law, a company is prohibited from paying dividends if the Company, as a
result of paying such dividends, would not be able to pay its debts as they come
due, or if the Company's total liabilities and preferences to preferred
shareholders if any exceed total assets. Any payment of cash dividends of the
Common Stock in the future will be dependent upon the Company's financial
condition, results of operations, current and anticipated cash requirements,
plans for expansion, as well as other factors the Board of Directors deems
relevant.

REPORTS TO STOCKHOLDERS

The Company intends to comply with the periodic reporting requirements of the
Securities Exchange Act of 1934. The Company plans to furnish its stockholders
with an annual report for each fiscal year ending December 31 containing
financial statements audited by its independent certified public accountants.
Additionally, the Company will issue unaudited quarterly or other interim
reports to its stockholders.

TRANSFER AGENT

The transfer agent and registrar for our Common Stock is Computershare Transfer
& Trust Company, Inc., 350 Indiana Street, Suite 800, Golden, CO 80401.

PART II

ITEM 1. MARKET PRICE OF AND DIVIDENDS ON THE REGISTRANT'S COMMON EQUITY AND
RELATED STOCKHOLDER MATTERS.

MARKET INFORMATION: Asia Properties common stock has been quoted in United
States markets since January 25, 1999 and since that time has been the subject
of limited and sporadic quotations in the Pink Sheets under the symbol "ASPZ".
Asia Properties intends to apply to have its capital shares listed on the
over-the-counter bulletin board maintained by the National Association of Stock
Dealers (NASD). We have not, at this time, made application to the NASD
over-the-counter Bulletin Board. We will make such application only upon
completion of this 10-SB Registration Statement and our consequent status as a
reporting company under SEC rules. We will also have to meet the other
qualification requirements from Nasdaq. However, Asia Properties cannot make
any assurance that quotations on the over-the-counter bulletin board will be
approved.

PENNY STOCK REGULATIONS: our common stock is quoted on the Pink Sheets,
maintained by Pink Sheets LLC, a privately owned company headquartered in New
York City, under the symbol "ASPZ". On August 12, 2004 the last reported sale
price of our common stock was $0.84 per share. The Company's common stock is
subject to provisions of Section 15(g) and Rule 15g-9 of the Securities Exchange
Act of 1934, as amended (the "Exchange Act"), commonly referred to as the "penny
stock rule." Section 15(g) sets forth certain requirements for transactions in
penny stocks, and Rule 15g-9(d) incorporates the definition of "penny stock"
that is found in Rule 3a51-1 of the Exchange Act. The SEC generally defines
"penny stock" to be any equity security that has a market price less than $5.00
per share, subject to certain exceptions. As long as the Company's common stock
is deemed to be a penny stock, trading in the shares will be subject to
additional sales practice requirements on broker-dealers who sell penny stocks
to persons other than established customers and accredited investors.

The following table shows the high and low per share price quotations of Asia
Properties common stock as reported in the Pink Sheets for the periods
presented. These quotations reflect inter dealer prices, without retail
mark-up, mark-down or commissions, and may not necessarily represent actual
transactions.

HIGH LOW

2004
Third Quarter
Second Quarter $0.70 $0.45
First Quarter $0.70 $0.40

2003
Fourth Quarter $1.90 $0.63
Third Quarter $2.60 $1.00
Second Quarter $3.00 $0.35
First Quarter $2.60 $0.50

2002:
Fourth Quarter $2.50 $0.35
Third Quarter $5.00 $0.20
Second Quarter $0.55 $0.25
First Quarter $0.40 $0.15

HOLDERS: As of June 30, 2004 there were 73 holders of record of Asia Properties
common stock. Many of these shares are held in street name, and consequently we
have numerous additional beneficial owners.

ITEM 2. LEGAL PROCEEDINGS.

Asia Properties is not a party to any material legal proceedings and to the
company's knowledge no such proceedings are threatened or contemplated by any
party.

ITEM 3. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS.

In January 2003, the Company terminated Manning Elliott Chartered Accountants of
Vancouver, Canada as its independent auditors. The reports of Manning Elliott
on the Company's financial statements for the year ending December 31, 2001 has
stated that the Company has losses from operations since inception, no source of
revenues and insufficient working capital available to meet obligations over the
next twelve months and that these factors raise substantial doubt about the
Company's ability to continue as a going concern. Because of time constraints
on the part of the Auditor for the fiscal year ending December 31, 2001, the
Board of Directors and Audit Committee of API approved the decision to change
accountants.

In January 2003, the Company engaged the accounting firm of Dale, Matheson,
Carr-Hilton Chartered Accountants of Vancouver, Canada as its new independent
accountants and who have prepared the financial statements included in this
Registration Statement for the year ended December 31, 2003 and reviewed the
statements for the year 2004 to date.

During the two most recent fiscal years and through December 31, 2003, there
have been no disagreements between the Company and either Manning Elliot
Chartered Accountants or Dale, Matheson, Carr-Hilton Chartered Accountants on
any matter of accounting principles or practices, financial statement disclosure
or auditing scope of procedure, which disagreements, if not resolved to the
satisfaction of such firms, would have caused them to make reference to the
subject matter thereof in their report on the Company's financial statements for
such periods.

During the two most recent fiscal years and through December 31, 2003, with
respect to reportable events as defined in Item 304(a)(1)(v) of Regulation S-B,
it should be noted that the our current auditor has raised substantial doubt
about the Company's ability to continue as a going concern .

ITEM 4. RECENT SALES OF UNREGISTERED SECURITIES.

On October 20, 2000, 100,000 shares were issued to Hudson Consulting as
Settlement for five months of Investor and Public Relations services. These
shares were issued in accordance with Section 4(2) of the Securities Act of 1933
for a private issuance of securities without any public solicitation.

On December 29, 2000, 411,348 shares of common stock were issued at a price of
$1.00 per share as payment of loans to the Company totaling $411,348. These
shares were issued as follows:

Daniel Mckinney was issued 92,580, shares based on a loan to the Company of
$92,580. Coldway Limited was issued 139,000 shares, based on a loan to the
Company of $139,000 (Mr. McKinney and his spouse, Ms. Gaik-Im own 100% of the

outstanding shares of Coldway Limited). Nicholas St. Johnston was issued 40,768
shares based on a loan to the Company of $40,768. Milliard Limited was issued
139,000 shares based on a loan to the Company of $139,000. (Nicholas St.
Johnston owns 100% of the outstanding shares of Milliard Limited). These shares
were issued in accordance with Section 4(2) of the Securities Act of 1933 for a
private issuance of securities without any public solicitation.

The loans by Coldway and Milliard, totaling $278,000, were used to pay salaries
all other loans were used for working Capital.

On February 9, 2001, 20,000 shares were issued to Melton J. Horwitz and 4,000
shares were issued to Melton J & Lorainne Charitable Trust to settle an
outstanding debt. The dollar value of the shares issued on February 9, 2001 was
$1.00 per share based on the average price of the shares during that period
These shares were issued in accordance with Section 4(2) of the Securities Act
of 1933 for a private issuance of securities without any public solicitation.

On February 28, 2001 36,000 shares were issued to Thiraphong Chansiri to settle
an outstanding debt. The dollar value of the shares issued in February, 2001
was $1.00 per share based on the average price of the shares during that period.
In addition, also on February 28, 2001 an option to purchase 20,000 shares at a
price of $1.56 per share for a period of three years was granted to David
Diehl for services and an option to purchase 20,000 shares at a price of $1.56
per share for a period of three years was granted to David Roberts for
services. These shares were issued in accordance with Section 4(2) of the
Securities Act of 1933 for a private issuance of securities without any public
solicitation.

On October 4, 2001 58,000 shares were issued to KCSA Worldwide at a price of
$0.44 per share in lieu of a fee of $25,659. KCSA provided investor relations
services from August 1998 until September 2000. These shares were issued in
accordance with Section 4(2) of the Securities Act of 1933 for a private
issuance of securities without any public solicitation.

In October 2002, we issued 20,000 shares of our common stock valued at $10,000
to Cutler Law Group, our securities counsel, in consideration for legal services
rendered. These shares were issued in accordance with Section 4(2) of the
Securities Act of 1933 for a private issuance of securities without any public
solicitation.

On February 28, 2003, 10,000 shares were issued to Falcon Crest Capital. Falcon
Crest Capital provided investment banking services. Also on February 28, 2003,
10,000 shares were issued to World Web Publishing.com Corp. for consulting
services and document preparation. The dollar value of the shares issued on
February 28, 2003 and May 20, 2003 was $0.50 share based on the average price of
the shares during that period. In addition, an option to purchase 50,000 to
shares at a price of $1.00 per share for a period of two years was granted on
February 28, 2003 to World Web Publishing.com, a company owned as to 100% by
Geoff Armstrong, secretary to Asia properties, for current and ongoing services.
These shares were issued in accordance with Section 4(2) of the Securities Act
of 1933 for a private issuance of securities without any public solicitation.

On May 20, 2003, we issued 90,000 shares of our common stock as a commitment fee
pursuant to a proposed equity line of credit to Cornell Capital Partners, L.P.,
and 10,000 shares of our common stock to TN Capital Equities, Ltd. pursuant to a
placement agent agreement. The dollar value of the shares issued on May 20,
2003 was $2.20 based on the average price of the shares during that period.
These issuances were completed without any public offering or solicitation and
exempt in accordance with Section 4(2) of the Securities Act. API management has
decided to terminate further pursuit of the equity line of credit with Cornell
Capital Partners, and will therefore not require the services of TN Capital
Equities, the placement agent. However, API will not be able to recover the
shares issued to these parties.

ITEM 5. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

Section 78.751 of Nevada Revised Statutes provides, in effect, that any person
made a party to any action by reason of the fact that he is or was a director,
officer, employee or agent of our company may and, in certain cases, must be
indemnified by our company against, in the case of a non-derivative action,
judgments, fines, amounts paid in settlement and reasonable expenses (including
attorneys' fees) incurred by him as a result of such action, and in the case of
a derivative action, against expenses (including attorneys' fees), if in either
type of action he acted in good faith and in a manner he reasonably believed to
be in or not opposed to the best interests of our company and in any criminal
proceeding in which such person had reasonable cause to believe his conduct was
lawful. This indemnification does not apply, in a derivative action, to matters
as to which it is adjudged that the director, officer, employee or agent is
liable to our company, unless upon court order it is determined that, despite
such adjudication of liability, but in view of all the circumstances of the
case, he is fairly and reasonably entitled to indemnification for expenses.

As authorized by Section 78.037 of Nevada Revised Statutes, our Articles of
Incorporation eliminate or limit the personal liability of a director to our
company or to any of its shareholders for monetary damage for a breach of
fiduciary duty as a director, except for:

- Acts or omissions which involve intentional misconduct, fraud or knowing
violation of law; or

- The payment of distributions in violation of Section 78.300 of Nevada
Revised Statutes.

Our Articles of Incorporation provide for indemnification of officers and
directors to the fullest extent permitted by Nevada law. Such indemnification
applies in advance of the final disposition of a proceeding.

At present, there is no pending litigation or proceeding involving any director
or officer as to which indemnification is being sought, nor are we aware of any
threatened litigation that may result in claims for indemnification by any
director or officer.

PART F/S FINANCIAL STATEMENTS

ASIA PROPERTIES, INC.
(A DEVELOPMENT STAGE COMPANY)

CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2003

(Stated in U.S. dollars)

AUDITORS' REPORT

TO THE BOARD OF DIRECTORS AND STOCKHOLDERS
Asia Properties, Inc.
(A Development Stage Company)

We have audited the consolidated balance sheet of Asia Properties, Inc. (A
Development Stage Company) as at December 31, 2003 and the statements of
operations and deficit and cash flows for the year then ended. These financial
statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on
our audit.

We conducted our audit in accordance with United States generally accepted
auditing standards. Those standards require that we plan and perform an audit
to obtain reasonable assurance whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial statement
presentation.

In our opinion, these financial statements present fairly, in all material
respects, the financial position of the Company as at December 31, 2003 and the
result of its operations and the cash flows for the year then ended in
conformity with accounting principles generally accepted in the United States of
America.

The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. As discussed in Note 1, the Company
has been in the development stage since its inception on April 6, 1998.
Realization of a major portion of the assets is dependent upon the Company's
ability to meet its future financing requirements, and the success of future
operations. These factors raise substantial doubt about the Company's ability
to continue as a going concern. Management's plans regarding those matters also
are described in Note 1. The financial statements do not include any
adjustments that might result from the outcome of this uncertainty.

/s/ Dale, Matheson, Carr-Hilton LaBonte

VANCOUVER, B.C. DALE, MATHESON, CARR-HILTON
JUNE 10, 2004 CHARTERED ACCOUNTANTS

ASIA PROPERTIES, INC.
(A DEVELOPMENT STAGE COMPANY)

CONSOLIDATED BALANCE SHEET

December 31, 2003
(Stated in U.S. Dollars)

2003 2002
-------------------------------------------------------------------------------
$ $

ASSETS

CURRENT ASSETS
Cash. . . . . . . . . . . . . . . . . . . . . . . . 219 32
Prepaid expenses . . . . . . . . . . . . . . . . . . - 16,500
-------------------------------------------------------------------------------

TOTAL CURRENT ASSETS . . . . . . . . . . . . . . . . 219 16,532

INVESTMENT IN SHARES (Note 3). . . . . . . . . . . . 20,000 20,000

PROPERTY, PLANT AND EQUIPMENT (Note 4) . . . . . . . - 7,639
-------------------------------------------------------------------------------

TOTAL ASSETS . . . . . . . . . . . . . . . . . . . . 20,219 44,171
===============================================================================

LIABILITIES AND SHAREHOLDERS' DEFICIT

CURRENT LIABILITIES
Accounts payable. . . . . . . . . . . . . . . . . . 50,782 1,366
Accrued liabilities . . . . . . . . . . . . . . . . 5,000 5,000
Due to related parties (Note 5) . . . . . . . . . . 122,117 107,744
-------------------------------------------------------------------------------

TOTAL CURRENT LIABILITIES. . . . . . . . . . . . . . 177,899 114,110

SHAREHOLDERS' DEFICIT

SHARE CAPITAL (Note 6). . . . . . . . . . . . . . 6,721 6,601

ADDITIONAL PAID-IN CAPITAL. . . . . . . . . . . . 1,522,763 1,402,883

DONATED CAPITAL (Note 5). . . . . . . . . . . . . 210,000 150,000

DEFICIT ACCUMULATED DURING THE DEVELOPMENT STAGE. (1,897,164) (1,629,423)

TOTAL SHAREHOLDERS' DEFICIT. . . . . . . . . . . . . (157,680) (69,939)
-------------------------------------------------------------------------------

TOTAL LIABILITIES AND SHAREHOLDERS' DEFICIT. . . . . 20,219 44,171
===============================================================================

CONTINGENT LIABILITY (Note 8)
SUBSEQUENT EVENT (Note 9)
ON BEHALF OF THE BOARD

Director

See notes to financial statements

ASIA PROPERTIES, INC.
(A DEVELOPMENT STAGE COMPANY)

CONSOLIDATED STATEMENT OF OPERATIONS AND DEFICIT

Year ended December 31, 2003
(Stated in U.S. Dollars)

Accumulated from
April 6, 1998 For the Year For the Year
(Date of Inception) Ended Ended
to December 31, December December 31
2003 31, 2003 2002
$ $ $
----------------------------------------------- -------------------- -------------- -------------
REVENUE . . . . . . . . . . . . . . . . . . . . - - -
----------------------------------------------- -------------------- -------------- -------------

EXPENSES
Advertising and promotion . . . . . . . . . . . 581 -
Amortization. . . . . . . . . . . . . . . . . . - 4,047
Interest and bank charges . . . . . . . . . . . 1,606 350
Investment banking and finders fees . . . . . . 100,000 -
Management fees . . . . . . . . . . . . . . . . 60,000 60,000
Office and sundry . . . . . . . . . . . . . . . 1,859 2,809
Professional fees . . . . . . . . . . . . . . . 81,109 7,869
Telephone . . . . . . . . . . . . . . . . . . . 2,508 1,380
Travel. . . . . . . . . . . . . . . . . . . . . 11,328 6,575
Trust and filing fees . . . . . . . . . . . . . 1,706 20,309
----------------------------------------------- -------------------- -------------- -------------

2,033,427 260,697 103,339
----------------------------------------------- -------------------- -------------- -------------

LOSS BEFORE INCOME TAXES AND
EXTRAORDINARY ITEM. . . . . . . . . . . . . . . 2,033,427 260,697 103,339

INCOME TAXES RECOVERED. . . . . . . . . . . . . 595 595 -
----------------------------------------------- -------------------- -------------- -------------

LOSS BEFORE EXTRAORDINARY ITEMS . . . . . . . . (2,032,832) (260,102) (103,339)

EXTRAORDINARY ITEMS
Expense recovery (Note 8) . . . . . . . . . . . 143,307 143,307
Write-down of capital assets (Note 4) . . . . . (7,639) (7,639)
----------------------------------------------- -------------------- -------------- -------------

NET INCOME (LOSS) . . . . . . . . . . . . . . . (1,897,164) (267,741) 39,968
===================================================================== ============== =============

BASIC AND DILUTED NET INCOME (LOSS) PER SHARE . (0.04) 0.01
============== =============
WEIGHTED AVERAGE SHARES OUTSTANDING BASIC . . . 6,694,316 6,581,878
============== =============
PLUS: INCREMENTAL SHARES OF ASSUMED CONVERSION. 90,000 40,000
============== =============
ADJUSTED WEIGHTED AVERAGE SHARES. . . . . . . . 6,784,316 6,621,878
============== =============

See notes to financial statements

ASIA PROPERTIES, INC.
(A DEVELOPMENT STAGE COMPANY)

CONSOLIDATED STATEMENT OF SHAREHOLDERS' EQUITY (DEFICIENCY)

Year ended December 31, 2003
(Stated in U.S. Dollars)

Deficit
Accumulated
Common Stock During
------------- Additional the
Number Paid-in Development Development
of Amount Capital Stage Stage
Shares $ $ $ $
------------- ------------ ------------ ------------ ------------

Balance - December 31, 1998. . . . . . . . 7,250,600 7,251 634,349 641,600 (187,633)
------------- ------------ ------------ ------------ ------------

Shares issued for services . . . . . . . . 70,834 71 234,476 234,547 -
Net loss for the year. . . . . . . . . . . - - - - (660,954)
------------- ------------ ------------ ------------ ------------

Balance - December 31, 1999. . . . . . . . 7,321,434 7,322 868,825 876,147 (848,587)

Shares cancelled and returned to treasury. (1,400,000) (1,400) 1,400 - -
Shares issued for:
Services. . . . . . . . . . . . . . . 438,100 438 332,291 332,729 -
Settlement of debt. . . . . . . . . . 133,248 133 133,215 133,348 -
Net loss for the year. . . . . . . . . . . - - - - (479,683)
------------- ------------ ------------ ------------ ------------

Balance - December 31, 2000. . . . . . . . 6,492,782 6,493 1,335,731 1,342,224 (1,328,270)

Shares cancelled and returned to treasury. (30,000) (30) 30 - -
Shares issued for:
Services (Note 6(a)). . . . . . . . . 60,000 60 35,940 36,000 -
Settlement of debt (Note 6(a)). . . . 58,000 58 21,202 21,260 -
Net loss for the year. . . . . . . . . . . - - - - (341,121)
------------- ------------ ------------ ------------ ------------

Balance - December 31, 2001. . . . . . . . 6,580,782 6,581 1,392,903 1,399,484 (1,669,391)

Shares issued for services (Note 6(b)) . . 20,000 20 9,980 10,000 -
Net income for the year. . . . . . . . . . - - - - 39,968
------------- ------------ ------------ ------------ ------------

Balance - December 31, 2002. . . . . . . . 6,600,782 6,601 1,402,883 1,409,484 (1,629,423)

Shares issued for services (Note 6(c)) . . 120,000 120 119,880 120,000 -
Net income for the year. . . . . . . . . . - - - - (267,741)
------------- ------------ ------------ ------------ ------------

Balance - December 31, 2003. . . . . . . . 6,600,782 6,721 1,522,763 1,529,484 (1,897,164)
============= ============ ============ ============ ============

See notes to financial statements

ASIA PROPERTIES, INC.
(A DEVELOPMENT STAGE COMPANY)

CONSOLIDATED STATEMENT OF CASH FLOWS

Year ended December 31, 2003
(Stated in U.S. Dollars)

Accumulated from
April 6, 1998 For the Year For the Year
(Date of Inception) Ended Ended
to December 31, December 31, December 31,
2003 2003 2002
$ $ $
-------------------- -------------- -------------

OPERATING ACTIVITIES
Net income (loss) . . . . . . . . . . . . . . . . . . . (1,897,164) (267,741) 39,968
Items not affecting cash
Amortization. . . . . . . . . . . . . . . . . . . . . 12,599 - 4,048
Write-down of investment to net realizable value. . . 27,000 - -
Write-down of capital assets (Note 4) . . . . . . . . 7,639 7,639
Donated consulting services (Note 5). . . . . . . . . 210,000 60,000 90,000
Deferred assets amortized . . . . . . . . . . . . . . 12,507 - -
Gain on forgiveness of debt . . . . . . . . . . . . . (143,307) - (143,307)
Shares issued for services rendered (Note 6). . . . . 733,276 120,000 10,000

Changes in non-cash working capital
Increase in prepaid assets. . . . . . . . . . . . . . - 16,500 (16,500)
Increase (decrease) in accounts payable and accruals. 353,697 49,416 (30,000)
-------------------- -------------- -------------
Cash flow used by operating activities. . . . . . . . . (683,753) (14,186) (45,791)
-------------------- -------------- -------------

INVESTING ACTIVITIES
Increase in deferred assets . . . . . . . . . . . . . . (12,507) - -
Purchase of securities (Note 3) . . . . . . . . . . . . (20,000) - (20,000)
Purchase of property, plant and equipment . . . . . . . (20,238) - -
Purchase of investment. . . . . . . . . . . . . . . . . (27,000) - -
-------------------- -------------- -------------
Cash flow used by investing activities. . . . . . . . . (79,745) - (20,000)
-------------------- -------------- -------------

FINANCING ACTIVITIES
Issuance of stock . . . . . . . . . . . . . . . . . . . 641,600
Advances from related parties . . . . . . . . . . . . . 122,117 14,373 65,407
-------------------- -------------- -------------
Cash flow from financing activities . . . . . . . . . . 763,117 14,373 65,407
-------------------- -------------- -------------

INCREASE (DECREASE) IN CASH FLOW. . . . . . . . . . . . . 219 187 (384)

CASH, BEGINNING OF YEAR . . . . . . . . . . . . . . . . . - 32 416
-------------------- -------------- -------------

CASH, END OF YEAR . . . . . . . . . . . . . . . . . . . . 219 219 32
==================== ============== =============

NON-CASH FINANCING ACTIVITIES
Shares issued for services rendered . . . . . . . . . . 733,276 120,000 10,000
Shares issued to settle debt. . . . . . . . . . . . . . 154,608 - -
-------------------- -------------- -------------

887,884 120,000 10,000
==================== ============== =============

See notes to financial statements

ASIA PROPERTIES, INC.
(A DEVELOPMENT STAGE COMPANY)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Year ended December 31, 2003

(Stated in U.S. Dollars)

1. NATURE OF OPERATIONS AND CONTINUANCE OF OPERATIONS

Asia Properties, Inc. (the "Company") was incorporated in Nevada on April
6, 1998. The Company was formed to seek opportunities to invest in real estate
projects in Asia. The Company has a 100% owned subsidiary, Asia Properties,
International (Thailand) Ltd., which was registered in Thailand on August 2,
1999, to conduct the Company's real estate operations in Thailand.

Planned principal activities have not yet begun and revenues have not been
realized as the company is still in its development stage. The Company will
continue to be in the development stage until it commences its principal
business activities and significant revenues begin. In a development stage
company, management devotes most of its activities to developing a market for
its business. These conditions raise substantial doubt about the Company's
ability to continue as a going concern. Its ability to continue as a going
concern is dependent upon the ability of the Company to emerge from the
development stage with respect to any planned principal business activity is
dependent upon its successful efforts to raise additional equity financing
and/or attain profitable operations. Management has plans to seek additional
capital through a private placement of its common stock as outlined below.
These financial statements do not include any adjustments relating to the
recoverability and classification of recorded assets, or the amounts and
classifications of liabilities that might be necessary in the event the Company
cannot continue in existence.

On June 4, 2002 the Company signed a non-binding letter of intent with
Entellium Investments, Ltd. ("Entellium") and Entellium's controlling
shareholders, pursuant to which the parties agreed to complete a share exchange
transaction that would result in a reverse takeover of the Company by Entellium.
Entellium is based in Malaysia and is in the business of providing businesses of
all sizes with a suite of e-business tools to simplify and enhance key sales,
marketing and customer processes (Customer Relationship Management) at a
fraction of the cost of traditional methods. On August 1, 2002 the Company
terminated its Letter of Intent with Entellium and instead purchased two million
shares representing 11% of Entellium for $0.01 per share or $20,000.

On October 3, 2002 the Company signed a letter of intent for an Equity Line
of Credit with Cornell Capital Partners L.P. Under the terms of this agreement,
Cornell is committed to purchase up to $10,000,000 worth of common shares of the
Company over a 24 month period commencing on the date of registration of the
Company's shares with the Securities and Exchange Commission. The purchase
price of the shares will be equal to 98% of the market price at the time of
purchase. These shares will have various restrictions placed on them as well as
other obligations connected with the closing costs including $15,000 of legal
fees associated with these transactions. Subsequently, on February 21, 2003,
the Company amended the equity line from $10 million down to $5 million.

On February 19, 2003 the Company signed a Memorandum of Understanding to
purchase 46 acres of beachfront land in Phuket, Thailand for $9.5 million. The
Company intends to issue common stock for $5.33 million and seek bank financing
for $4.16 million. The Company plans to utilize its Equity Line of Credit with
Cornell Capital to develop a resort.

ASIA PROPERTIES, INC.
(A DEVELOPMENT STAGE COMPANY)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Year ended December 31, 2003

(Stated in U.S. Dollars)

2. SIGNIFICANT ACCOUNTING POLICIES

a) Consolidated Financial Statements

These consolidated financial statements include the accounts of the Company, and
its 100% owned Thailand subsidiary, Asia Properties, International (Thailand)
Ltd. This subsidiary is inactive, and no intercompany transactions have taken
place; therefore, no transactions were required to be eliminated on
consolidation.

b) Use of Estimates

The preparation of financial statements in conformity with U.S. generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during the
reporting period. Actual results could differ from those estimates.

c) Foreign Currency Translation

The Company and its subsidiary use the US dollar as its functional currency. As
operations in Thailand have not yet commenced, there were no foreign currency
translation adjustments required for the year ended December 31, 2003. Assuming
the US dollar does remain as the Company's functional currency, the Company's
policy for accounting for foreign currency transactions when they do occur will
be as follows: revenue, expenses and non-monetary balance sheet items in foreign
currencies will bee translated into U.S. dollars at the rate of exchange
prevailing on the transaction dates, and monetary balance sheet items will be
translated at the rate prevailing at the balance sheet date. The resulting
exchange gain or loss will be charged to operations.

d) Cash and Cash Equivalents

The Company considers all highly liquid investments with a maturity of three
months or less at the time of issuance to be cash equivalents.

e) Investment in shares

The Company considers the investment in shares of Entellium as available for
sale securities. This investment is carried at cost as the fair market value of
these securities is not readily determinable and the Company does not exercise
significant influence over Entellium. In determining the appropriate carrying
value of this investment management considers whether there are there any
factors to indicate that an impairment in value has occurred. No adjustment for
impairment in value is considered necessary at this time.

f) Property, Plant and Equipment

Office equipment is recorded at cost. Depreciation is computed on a
straight-line basis over their estimated useful lives, ranging from three to
seven years. The carrying values of capital assets are reviewed whenever events
or circumstances indicate and impairment in carrying value may have occurred.
Should an impairment be indicated, recoverable value is estimated by management
based on future expected undiscounted cash flows from use or sale of the assets.

ASIA PROPERTIES, INC.
(A DEVELOPMENT STAGE COMPANY)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Year ended December 31, 2003

(Stated in U.S. Dollars)

2. SIGNIFICANT ACCOUNTING POLICIES - CONT'D

g) Basic and Diluted Net Income (Loss) per Share

The Company computes net income (loss) per share in accordance with Statement of
Financial Accounting Standards ("SFAS") No.128, "Earnings per Share" (SFAS 128).
SFAS 128 requires presentation of both basic and diluted earnings per share
(EPS) on the face of the income statement. Basic EPS is computed by dividing
net income (loss) available to common shareholders (numerator) by the weighted
average number of common shares outstanding (denominator) during the period.
Diluted EPS gives effect to all dilutive potential common shares outstanding
during the period including stock options, using the treasury stock method, and
convertible preferred stock, using the if-converted method. In computing
Diluted EPS, the average stock price for the period is used in determining the
number of shares assumed to be purchased from the exercise of stock options or
warrants. Diluted EPS excludes all dilutive potential common shares if their
effect is anti-dilutive.

h) Accounting for Stock-Based Compensation

SFAS No.123, "Accounting for Stock-Based Compensation", requires that stock
awards granted be recognized as compensation expense based on fair values at the
date of grant. Alternatively, a company may account for stock awards granted
under Accounting Principles Board Opinion (APB) No.25, "Accounting for Stock
Issued to Employees", and disclose pro forma income amounts which would have
resulted from recognizing such awards at their fair value. The Company has
elected to account for stock-based compensation for employees under APB No.25
and make the required pro forma disclosures for compensation expense. Stock
based compensation for non-employees are accounted for using SFAS No.123.

i) Income Taxes

Income taxes are provided for using the liability method of accounting in
accordance with SFAS No.109 "Accounting for Income Taxes". A deferred tax asset
or liability is recorded for all temporary differences between financial and tax
reporting. Deferred tax expense (benefit) results from the net change during
the year of deferred tax assets and liabilities.

There is no provision for income taxes as the Company has incurred losses since
inception. The Company's total deferred tax asset as of December 31, 2003 and
2002, is as follows:

2003 2002
$ $
-------------- ---------------

Net operating loss (267,741) (128,000)
Valuation allowance 267,741 128,000
-------------- ---------------

- -
============== ==============

ASIA PROPERTIES, INC.
(A DEVELOPMENT STAGE COMPANY)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Year ended December 31, 2003

(Stated in U.S. Dollars)

2. SIGNIFICANT ACCOUNTING POLICIES - CONT'D

i) Income Taxes cont.

The Company has incurred net operating losses as follows:

Amount Year of
Year of Loss $ Expiration
-------------- ------ ----------

1998 188,000 2017
1999 661,000 2018
2000 480,000 2019
2001 198,000 2020
2002 128,000 2021
2003 267,741 2022

j) Impairment

Certain long-term assets of the Company are reviewed at least quarterly to
determine whether there are indications the carrying value has become impaired,
pursuant to guidance established in Statement of Financial Accounting Standards
["SFAS"] No. 144, "Accounting for the Impairment or Disposal of Long-Lived
Assets." Management considers assets to be impaired if the carrying value
exceeds the future projected cash flows from related operations (undiscounted
and without interest charges). If impairment is deemed to exist, the assets
will be written down to fair value. Management also re-evaluates the periods of
amortization to determine whether subsequent events and circumstances warrant
revised estimates of useful lives.

3. INVESTMENT

On August 1, 2002 the Company purchased two million shares of Entellium
Investments Ltd. representing 11% of the outstanding voting shares of Entellium
for $0.01 per share or $20,000. The Company was granted the right to purchase
these shares at $0.01 per share for providing the following services:

a) General investment banking and business development
b) Development of market entry strategies into North America, including the
Telus deal
c) Strategic fund raising activities and arranging a US$5 million line of
credit
d) Consulting to Entellium's senior executives
e) Legal and accounting advisory and professional introductions

The fair market value of the investment in Entellium is assessed for impairment
by management. No factors have come to management's attention that would
indicate that a write down of this investment is required.

(See Note 2(e))

ASIA PROPERTIES, INC.
(A DEVELOPMENT STAGE COMPANY)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Year ended December 31, 2003

(Stated in U.S. Dollars)

4. PROPERTY, PLANT AND EQUIPMENT

2003 2002
------------------------------------------- --------
Accumulated
Cost Amortization Disposals Net Net
$ $ $ $ $
--------- --------- -------- -------- ----------

Office equipment 20,238 20,238 7,639 - 7,639
========= ========= ======== ======== ==========

Office equipment consisted of various minor assets. The office was abandoned
and the office equipment is no longer in use, so the balance of the
undepreciated cost was written off

5. RELATED PARTY TRANSACTIONS

The amounts owing to the directors are unsecured, non-interest bearing and due
on demand.

The President of the Company has donated services valued at $5,000 per month.
This amount has been charged to operations and classified as "donated capital"
in stockholders' deficit.

6. SHARE CAPITAL

2003 2002
---- ----
AUTHORIZED:
50,000,000 Common shares, par value of $0.0001 each

ISSUED:
6,720,792 Common shares $6,721 $6,601

The Company issued shares for services in the current and prior year as
follows:

a) During year ended December 31, 2002, the Company issued 20,000 common
shares having a value of $10,000 for legal services.

b) During year ended December 31, 2003, the Company issued 20,000
common shares having a value of $20,000 for legal services, and 100,000 common
shares having a value of $100,000 for investment banker and finders services.

ASIA PROPERTIES, INC.
(A DEVELOPMENT STAGE COMPANY)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Year ended December 31, 2003

(Stated in U.S. Dollars)

7. STOCK OPTIONS

The weighted average number of shares under option and option prices for the
period ended December 31, 2003 are as follows:

Weighted
Shares Weighted Average
Under Average Remaining
Option Option Price Life of Options
$ $ (Months)
--------- -------------- ---------------

Beginning of period (a) 40,000 1.56 1
Granted (b) . . . . . . 50,000 1.00 14
Exercised . . . . . . . - - -
Cancelled . . . . . . . - - -
Lapsed. . . . . . . . . - - -
--------- -------------- ---------------

End of period . . . . . 90,000 1.25 8
========= ============== ===============

The options were granted for services provided or to be provided to the Company.
SFAS No.123 requires that an enterprise recognize, or at its option, disclose
the impact of the fair value of stock options and other forms of stock based
compensation in the determination of income. The Company has elected under SFAS
123 to continue to measure compensation cost on the intrinsic value basis set
out in APB Opinion No.25. As options are granted at exercise prices based on
the market price of the Company's shares at the date of grant, no compensation
cost is recognized. However, under SFAS 123, the impact on net income and
income per share of the fair value of stock options must be measured and
disclosed on a fair value based method on a pro forma basis.

SFAS No.123 requires that an enterprise recognize, or at its option,
disclose the impact of the fair value of stock options and other forms of stock
based compensation in the determination of income. The Company has elected
under SFAS 123 to continue to measure compensation cost on the intrinsic value
basis set out in APB Opinion No.25. As options are granted at exercise prices
based on the market price of the Company's shares at the date of grant, no
compensation cost is recognized. However, under SFAS 123, the impact on net
income and income per share of the fair value of stock options must be measured
and disclosed on a fair value based method on a pro forma basis.

The fair value of the employee's purchase rights under SFAS 123, was estimated
using the Black-Scholes model using the following assumptions: risk free
interest rate of 4.50%, expected volatility of 269%, an expected option life of
two years, and no expected dividends.

2003 2002
$ $
---------- ----------

Net income (loss)
As reported. . . . . . . . . . . (267,741) 39,968
Pro forma. . . . . . . . . . . . (310,155) 39,968
Basic net income (loss) per share
As reported. . . . . . . . . . . (0.04) 0.01
Pro forma. . . . . . . . . . . . (0.05) 0.01

ASIA PROPERTIES, INC.
(A DEVELOPMENT STAGE COMPANY)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Year ended December 31, 2003

(Stated in U.S. Dollars)

8. CONTINGENCY

An account payable in the amount of $143,307 in respect of legal services
in prior periods was reversed in 2002, as the legal work performed considered
unsatisfactory. A gain on reversal of this debt was recorded in the current
year. The Company believes the matter has been properly settled but the law
firm that provided these services has not acknowledged in writing this
settlement.

9. SUBSEQUENT EVENTS

a) The company issued a memo of understanding to Quest Resources Company Ltd
(Quest Resources) on April 21, 2004, outlining their intent to purchase a
controlling interest in Quest Resources and assist Quest Resources in its future
investment program. This program includes the purchase and development of a
resort in Chonburi, Thailand.

b) The company issued a letter of intent to Lehman Brothers Asian
Investments Limited on May 19, 2004, outlining their intent to work together to
develop the 46 acres of beachfront land in Phuket, Thailand that Asia Properties
Ltd. has indicated it intends to purchase. As part of the agreement, Asia
Properties Ltd. intends to finance the project with the line of credit from
Cornell Capital Partners Ltd., and Lehman Brothers Asian Investments Limited
will provide additional financing to complete the project.

ASIA PROPERTIES, INC.
(A DEVELOPMENT STAGE COMPANY)

CONSOLIDATED FINANCIAL STATEMENTS

For the six month period ending June 30, 2004
(Stated in U.S. Dollars)

Asia Properties, Inc.
(A Development Stage Company)
Consolidated Balance Sheets

(Expressed in US Dollars)

June 30,2004 Dec. 31, 2003
$ $
-------------- ---------------

Assets

Current Assets

Cash. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 207 219
-------------- ---------------

Investment in Shares of Entellium Investments, Ltd.- at cost
-------------- ---------------
20,000 20,000

Total Assets. . . . . . . . . . . . . . . . . . . . . . . . . . 20,207 20,219
============== ===============

Liabilities and Stockholders' Deficit

Current Liabilities
Accounts Payable. . . . . . .. . . .. . . . . . . . . . . . . . 33,923 50,782
Accrued liabilities . . . . . . . . . . . . . . . . . . . . . . - 5,000
-------------- ---------------
33,923 55,782

Due to related parties - Deferred . . . . . . . . . . . . . . . 157,203 122,117
-------------- ---------------

Total Liabilities . . . . . . . . . . . . . . . . . . . . . . . 191,126 177,899
-------------- ---------------

Stockholders' Deficit

Common Stock, $0.001 par value 50,000,000 shares authorized;. . 6,721 6,721

Additional Paid-in Capital. . . . . . . . . . . . . . . . . . . 1,522,763 1,522,763

Donated Capital (Note 5). . . . . . . . . . . . . . . . . . . . 240,000 210,000

Deficit Accumulated During the Development Stage. . . . . . . . (1,940,403) (1,897,164)
-------------- ---------------

Total Stockholders' Deficit . . . . . . . . . . . . . . . . . . (170,919) (157,680)
-------------- ---------------

Total Liabilities and Stockholders' Deficit . . . . . . . . . . 20,207 20,219
============== ===============

Asia Properties, Inc.
(A Development Stage Company)
Consolidated Statements of Operations

(Expressed in Us Dollars)

For the Three Months For the Six Months
Ended June 30 Ended June 30
2004 2003 2004 2003
$ $ $ $
----------- ----------- ----------- -----------

Revenue . . . . . . . . . . . . . . -- - - -
----------- ----------- ----------- -----------

General and Administration Expenses

Management Fees . . . . . . . . . . 15,000 15,000 30,000 30,000
Investment Banking and Finders Fee. - 17,500 - 20,000
Audit & Legal . . . . . . . . . . . 3,676 15,418 4,116 18,530
Office Equipment Write off. . . . . - 7,639 - 7,639
Travel. . . . . . . . . . . . . . . 3,817 2,255 5,072 4,251
Trust & Filing Fees . . . . . . . . 340 637 431 1,066
Telephone & Internet. . . . . . . . 128 582 138 1,271
Promotion . . . . . . . . . . . . . 766 428 1,375 428
Bank Charges & Interest . . . . . . 423 404 871 743
Office Expenses . . . . . . . . . . 785 345 1,236 679
Compensation expense. . . . . . . . - - - 42,414
----------- ----------- ----------- -----------

Net Loss For The Period . . . . . . 24,935 60,208 43,239 127,021
=========== =========== =========== ===========

Net Loss Per Share. . . . . . . . . (0.004) (0.009) (0.006) (0.018)
=========== =========== =========== ===========

Weighted Average Shares Outstanding 6,720,782 6,720,782 6,720,782 6,720,782
=========== =========== =========== ===========

(Diluted loss per share has not been presented, as the result is anti-dilutive)

Asia Properties, Inc.
(A Development Stage Company)
Consolidated Statement of Stockholders' Deficit\

(Expressed in US Dollars)

Deficit
Accumulated
Additional During the
Common Stock Paid-in Development
Shares Amount Capital Total Stage
# $ $ $ $
------------ ------------ ----------- --------- ------------
Balance - December 31, 1998. . . . . . . . 5,850,600 5,851 635,749 641,600 (187,633)

Shares issued for services . . . . . . . . 70,834 71 234,476 234,547 -

Net loss for the year. . . . . . . . . . . - - - - (660,954)

------------ ------------ ----------- --------- ------------
Balance - December 31, 1999 (audited). . . 5,921,434 5,922 870,225 876,147 (848,587)

Shares issued for:

Services . . . . . . . . . . . . . . . . . 438,100 438 332,291 332,729 -

Settlement of debt . . . . . . . . . . . . 133,248 133 133,215 133,348 -

Net loss for the year. . . . . . . . . . . - - - - (479,683)
------------ ------------ ----------- --------- ------------

Balance - December 31, 2000 (audited). . . 6,492,782 6,493 1,335,731 1,342,224 (1,328,270)

Shares cancelled and returned to treasury. (30,000) (30) 30 - -

Shares issued for:

Services . . . . . . . . . . . . . . . . . 60,000 60 35,940 36,000 -
Settlement of debt . . . . . . . . . . . . 58,000 58 21,202 21,260 -

Net loss for the year . . . . . . . - - - - (340,121)
------------ ------------ ----------- --------- ------------

Balance - December 31, 2001 (audited). . . 6,580,782 6,581 1,392,903 1,399,484 (1,669,391)

Shares issued for services . . . . . . . . 20,000 20 9,980 10,000

Net income for the period. . . . . . . . . - - - - 39,968
------------ ------------ ----------- --------- ------------

Balance - December 31, 2002 (audited). . . 6,600,782 6,601 1,402,883 1,409,484 (1,629,423)

Shares issued for services . . . . . . . . 120,000 120 119,880 120,000

Net loss for the period. . . . . . . . . . (267,741)
------------ ------------ ----------- --------- ------------

Balance - December 31, 2003. . . . . . . . 6,720,782 6,721 1,522,763 1,529,484 (1,897,164)

Net loss for the period. . . . . . . . . . (43,239)
------------ ------------ ----------- --------- ------------

Balance - to June 30, 2004 . . . . . . . . 6,720,782 6 6,721 1,522,763 1,529,484 (1,940,403)
------------ ------------ ----------- --------- ------------

Asia Properties, Inc.
(A Development Stage Company)
Consolidated Statements of Cash Flows

(Expressed in US Dollars)

Three Months ended Six Months Ended
June 30 June 30
2004 2003 2004 2003
-------- -------- --------- ---------
Cash provided by (used in)

Net loss for the period . . . . . . . . . . (24,935) (60,208) (43,239) (127,021)

Items not affecting cash
Amortization . . . . . . . . . . . . . . - 7,639 - 7,639
Donated Services . . . . . . . . . . . . 15,000 15,000 30,000 30,000
Reduction in Prepaid Expenses. . . . . . - 17,500 - 20,000

Change in non-cash working capital items. . (6,093) 16,872 (27,572) 60,160
-------- -------- --------- ---------

Cash Flow Used in Operating Activities. . . (3,842) (3,197) (40,811) (9,222)
-------- -------- --------- ---------

Financing Activities

Issuance of share capital . . . . . . . . - - - -
Advances from related parties . . . . . . 4,026 3,188 40,799 13,669
-------- -------- --------- ---------

Cash Flow Provided by Financing Activities. 4,026 3,188 40,799 13,669
-------- -------- --------- ---------

Net Increase (decrease) in Cash . . . . . . 184 (9) (12) 4,447

Cash - Beginning of Period. . . . . . . . . 23 107 219 416
-------- -------- --------- ---------

Cash - End of Period. . . . . . . . . . . . 207 98 207 4,863
======== ======== ========== =========

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Year ended December 31, 2003

(Stated in U.S. Dollars)

1. NATURE OF OPERATIONS AND CONTINUANCE OF OPERATIONS

On October 3, 2002 the Company signed a letter of intent for an Equity Line
of Credit with Cornell Capital Partners L.P. Under the terms of this agreement,
Cornell was committed to purchase up to $10,000,000 worth of common shares of
the Company over a 24-month period commencing on the date of registration of the
Company's shares with the Securities and Exchange Commission. The purchase
price of the shares was to equal 98% of the market price at the time of purchase
and would have various restrictions placed on them as well as other obligations
connected with the closing costs including $15,000 of legal fees associated with
these transactions. On August 22. 2004 the Company terminated this equity line.
On August 25, 2004 the Company signed a new agreement with Lifeway Enterprises
and Lehman Brothers Asian Investments Limited
to fund the development of a resort. (see 9 - Subsequent Events)

On February 19, 2003 the Company signed a Memorandum of Understanding to
purchase 46 acres of beachfront land in Phuket, Thailand for $9.5 million.

2. SIGNIFICANT ACCOUNTING POLICIES

a) Consolidated Financial Statements

These consolidated financial statements include the accounts of the Company, and
its 100% owned Thailand subsidiary, Asia Properties, International
(Thailand) Ltd. This subsidiary is inactive, and no intercompany transactions
have taken place; therefore, no transactions were required to be eliminated on
consolidation.

b) Use of Estimates

c) Foreign Currency Translation

The Company and its subsidiary use the US dollar as its functional currency. As
operations in Thailand have not yet commenced, there were no foreign currency
translation adjustments required for the six-month period ended June 30, 2003.
Assuming the US dollar does remain as the Company's functional currency, the
Company's policy for accounting for foreign currency transactions when they do
occur will be as follows: revenue, expenses and non-monetary balance sheet items
in foreign currencies will bee translated into U.S. dollars at the rate of
exchange prevailing on the transaction dates, and monetary balance sheet items
will be translated at the rate prevailing at the balance sheet date. The
resulting exchange gain or loss will be charged to operations.

d) Cash and Cash Equivalents

The Company considers all highly liquid investments with maturity of three
months or less at the time of issuance to be cash equivalents.

e) Investment in shares

The Company considers the investment in shares of Entellium as available for
sale securities. This investment is carried at cost as the fair market value of
these securities is not readily determinable and the Company does not exercise
significant influence over Entellium. In determining the appropriate carrying
value of this investment management considers whether there are there any
factors to indicate that impairment in value has occurred. No adjustment for
impairment in value is considered necessary at this time.

f) Property, Plant and Equipment

Office equipment is recorded at cost. Depreciation is computed on a
straight-line basis over their estimated useful lives, ranging from three to
seven years. The carrying values of capital assets are reviewed whenever events
or circumstances indicate and impairment in carrying value may have occurred.
Should impairment be indicated, recoverable value is estimated by management
based on future expected undiscounted cash flows from use or sale of the assets.

g) Basic and Diluted Net Income (Loss) per Share

Diluted EPS gives effect to all dilutive potential common shares outstanding
during the period including stock options, using the treasury stock method, and
convertible preferred stock, using the if-converted method. In computing
Diluted EPS, the average stock price for the period is used in determining the
number of shares assumed to be purchased from the exercise of stock options or
warrants. Diluted EPS excludes all dilutive potential common shares if their
effect is anti-dilutive.

h) Accounting for Stock-Based Compensation

i) Income Taxes

There is no provision for income taxes as the Company has incurred losses since
inception. The Company's total deferred tax asset as of December 31, 2003 and
2002, is as follows:

2003 2002
$ $

Net Operating loss (267,741) (128,000)
Valuation allowance 267,741 128,000
-------- --------
- -
========= ========

i) Income Taxes cont.

The Company has incurred net operating losses as follows:
Amount Year of
Year of Loss $ Expiration
-------------- ------ ----------

1998 188,000 2017
1999 661,000 2018
2000 480,000 2019
2001 198,000 2020
2002 128,000 2021
2003 267,741 2022

j) Impairment

exceeds the future projected cash flows from related operations (undiscounted
and without interest charges). If impairment is deemed to exist, the assets
will be written down to fair value. Management also re-evaluates the periods of
amortization to determine whether subsequent events and circumstances warrant
revised estimates of useful lives.

3. INVESTMENT

(See Note 2(e))

4. PROPERTY, PLANT AND EQUIPMENT

2003 2002
Accumulated
Cost Amortization Disposals Net Net
$ $ $ $ $
------ ------ --------- -------- ------
Office equipment 20,238 20,238 7,639 - 7,639
====== ====== ========= ======== ======

Office equipment consisted of various minor assets. The office was abandoned
and the office equipment is no longer in use, so the balance of the
undepreciated cost was written off

5. RELATED PARTY TRANSACTIONS

The amounts owing to the directors are unsecured, non-interest bearing and due
on demand.

The President of the Company has donated services valued at $5,000 per month.
This amount has been charged to operations and classified as "donated capital"
in stockholders' deficit.

6. SHARE CAPITAL

2003 2002
---- ----
AUTHORIZED:
50,000,000 Common shares, par value of $0.0001 each

ISSUED:
6,720,782 Common shares $6,721 $6,601

The Company issued shares for services in the current and prior year as
follows:

a) During year ended December 31, 2002, the Company issued 20,000 common
shares having a value of $10,000 for legal services.

7. STOCK OPTIONS

The weighted average number of shares under option and option prices for the
period ended December 31, 2003 are as follows:

Weighted
Shares Weighted Average
Under Average Remaining
Option Option Price Life of Options
$ $ (Months)
------- ---------- ---------
Beginning of period (a) . . . . 40,000 1.56 1
Granted (b) 50,000 1.00 14
Exercised . . . . . . . - - -
Cancelled . . . . . . . . - - -
Lapsed. . . . . . . . . . - - -
------- ---------- ---------

End of Period . . . . . . . . 90,000 1.25 8
======= ========== =========

compensation cost is recognized. However, under SFAS 123, the impact on net
income and income per share of the fair value of stock options must be measured
and disclosed on a fair value based method on a pro forma basis.

If compensation expense had been determined pursuant to SFAS 123, the Company's
net income (loss) and net income (loss) per share for the year ended December
31, 2003 and the year ended December 31, 2002 would have been as follows:
2003 2002
$ $
--------- -------
Net income (loss)
As reported (267,741) 39,968
Pro forma (310,155) 39,968
Basic net income (loss) per share
As reported (0.04) 0.01
Pro forma (0.05) 0.01

8. CONTINGENCY

9. SUBSEQUENT EVENTS

a) The Company issued a memo of understanding to Quest Resources Company Ltd
(Quest Resources) on April 21, 2004, outlining their intent to purchase a
controlling interest in Quest Resources and assist Quest Resources in its future
investment program. This program includes the purchase and development of a
resort in Chonburi, Thailand. This Memorandum of Understanding expired on June
21, 2004.

b) The Company signed a letter of intent with Lehman Brothers Asian
Investments Limited on May 19, 2004, outlining their intent to work together to
develop the 46 acres of beachfront land in Phuket, Thailand that Asia Properties
Ltd. has indicated it intends to purchase. As part of the agreement, Asia
Properties Ltd. intends to finance the project with debt raised from Lifeway
Enterprises and Lehman Brothers Asian Investments Limited will provide
additional financing to complete the project.

c) The Company has signed an agreement with Lifeway Enterprise on August 25,
2004 to organize the placement of credit or loan facilities to participate with
equity ownership in the 160 rai (72 acres) of beach front on Mai Khao Beach in
Phuket, Thailand.

d) The Company terminated its Equity Line Agreement with Cornell Capital
Partners, LLP on August 22, 2004.

PART III

ITEM 1. EXHIBITS

The following exhibits are filed as part of this registration statement:

3.1 Articles of Incorporation
3.2 By-laws
10.1 Daniel McKinney employment agreement
10.2 Stock Option Plan
10.3 Business Consultant Services Agreement dated March 4, 2003 between Asia
Properties, Inc. and World Web Publishing.com Corp.
10.4 Subscription Agreement for shares of Entellium Corporation*
10.5 Settlement Agreement dated July 2003between Asia Properties, Inc.
And Kanan, Corbin, Schupak & Aranow, Inc.
10.6 Agreement between KCSA Wordwide and Asia Properties, Inc.
22. Subsidiaries: Asia Properties, International (Thailand) Co. Ltd.
Incorporated in Thailand
31 Certificate of Daniel S. Mckinney pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002
32 Certificate of Daniel S. Mckinney pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002

III-1

PURSUANT TO THE REQUIREMENTS OF SECTION 12 OF THE SECURITIES EXCHANGE ACT OF
1934, THE REGISTRANT HAS DULY CAUSED THIS REGISTRATION STATEMENT TO BE SIGNED ON
ITS BEHALF BY THE FOLLOWING PERSONS IN THE CAPACITIES AND ON THE DATES STATED.

SIGNATURE. . . . . . . . . . TITLE DATE
---------------------------- ----------------- -----------------

President, Chief
Executive Officer and
Director (principal
executive, accounting and
financial officer)
/s/ Daniel Mckinney
----------------------------
Daniel Mckinney. . . . . . . November 26, 2004
----------------------------

/s/ Nicholas St. Johnston
----------------------------
Nicholas St. Johnston . . . . Director November 26, 2004
----------------------------

/s/ David Roberts
----------------------------
David Roberts. . . . . . . . . Director November 26, 2004
----------------------------

III-2